Risk Review Committee

The Board of Directors of Canadian Utilities Limited shall appoint annually from among its members a Committee to be known as the Risk Review Committee to be composed of not less than three (3) Directors of whom a majority shall not be Officers or employees of the Corporation or an affiliate of the Corporation.

Each member of the Committee shall continue to be a member thereof until his or her successor is appointed, unless the member shall resign or be removed by the Board. Where a vacancy occurs at any time in the membership of the Committee, it may be filled by the Board and shall be filled by the Board if the membership of the Committee is less than three Directors as a result of the vacancy.

The Board or, in the event of its failure to do so, the members of the Committee shall appoint a Chairman from among their number. If the Chairman of the Committee is not present at any meeting of the Committee, the Chairman of the meeting shall be chosen by the Committee from among the members present. The Chairman presiding at any meeting of the Committee shall also appoint a Secretary who need not be a Director.

The time and place of meetings of the Committee and the procedure at such meetings shall be determined from time to time by the members provided that:

a quorum for meetings shall be a majority of non-employee members present, in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and hear each other;
the Committee shall meet at least twice each year; and
notice of the time and place of every meeting shall be given in writing or facsimile communication to each member of the committee at least 24 hours prior to the time fixed for such meeting, provided, however, that a member may in any manner waive a notice of a meeting; and attendance of a member at a meeting is a waiver of notice of the meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

Management Committees that could materially affect the Corporation’s ability to achieve its strategic or operational objectives. The Committee will ensure that risks are identified and properly addressed both at the subsidiary and parent levels.

The Designated Audit Directors together with the Chairman shall determine which topics should be reported to the Risk Review Committee.

The Committee shall review risks associated with future performance, growth and lost opportunities. This will include strategic risks.

The Committee shall be satisfied that adequate systems are in place in the Principal Operating Subsidiaries to monitor and comply with applicable environmental legislation and conform with industry standards.

The Committee may request internal audit to review certain areas with respect to risk.

The Committee may review financial policies with the Chief Financial Officer and recommend changes in light of current business conditions.

The Committee shall review and make recommendations to the Board of Directors or to the Managing Director and/or President of the subsidiaries with respect to process, policies, procedures and means to manage and mitigate any such significant risks as identified, in a prudent fashion. The Committee may identify significant risks to be addressed and may make recommendations related thereto.

The Committee shall be responsible for annually reviewing and approving the Risk Management Committee Mandate which shall be applicable to all subsidiaries.

The Committee shall review the Risk Review Committee mandate annually.

Advisors to the Committee will include: the Vice President, Internal Audit, the Chief Information Officer, the Vice President, Insurance, the Treasurer and the Director of Security or any other officers who will provide the Committee with expertise and support related to their specific areas of responsibility. It shall be the Chairman’s responsibility to indicate which Officers should attend all or any part of each meeting.