Chairman of the Board of Directors

The primary functions of the Chairman of the Board of Directors (the "Board") of Canadian Utilities Limited (the "Corporation") are to facilitate the operations and deliberations of the Board and the fulfillment of the Board's role and responsibilities under its mandate. The Chairman is accountable to the Board and acts as a direct liaison between the Board and management of the Corporation through the President and Chief Executive Officer (the "CEO"). The specific duties and responsibilities of the Chairman are to:

• manage the affairs of the Board, including ensuring that the Board is organized properly, functions effectively and fulfills the roles and responsibilities under its mandate;
• serve as the interface between the Board with management;
• identify and recommend to the Corporate Governance – Nomination, Compensation and Succession Committee candidates for election to the Board and appointment to committees of the Board;
• ensure the CEO and management are aware of the concerns of the Board;
• at the request of the CEO, provide advice to the CEO on major policy issues;
• work with the CEO to ensure management strategies, plans and performance are presented to the Board;
• lead the Board in determining that the Corporation has an effective senior management team below the CEO;
• mentor and counsel new members of the Board;
• manage Board meetings including establishing the schedule and agenda and presiding as Chairman;
• be available, as needed, to any committee of the Board;
• preside as Chairman at meetings of the shareholders.

Lead Director

The primary function of the Lead Director is to provide independent leadership to the Board of Directors (the "Board") of Canadian Utilities Limited (the "Corporation"). The specific duties and responsibilities of the Lead Director are to:

• provide leadership to ensure that the Board has the ability to function independently of management of the Corporation;
• recommend, where necessary, the holding of special meetings of the Board;
• review with the Chairman of the Board items of particular importance for consideration by the Board;
• ensure that the independent directors have the opportunity to meet when required, and review with the Chairman of the Board determinations of such meetings;
• serve as a member of GOCOM;
• perform such other duties and responsibilities as may be delegated to the Lead Director by the Board from time to time.

Chairman of the Audit Committee

The primary function of the Chairman of the Audit Committee (the "Committee") of Canadian Utilities Limited (the "Corporation") is to ensure the effective functioning of the Committee. The specific duties and responsibilities of the Chairman of the Committee are to:

• develop the agenda for Committee meetings;
• preside as chairman over each meeting of the Committee;
• report to the Board of Directors (the "Board") of the Corporation on behalf of the Committee;
• ensure that all items requiring Committee approval and all Committee recommendations to the Board are appropriately tabled to the Board;
• ensure the proper flow of information to the Committee and review the adequacy and timing of documentary materials in support of management's proposals;
• ensure that external advisors retained or to be retained by the Committee are appropriately qualified and independent;
• ensure an open and frank relationship with the Committee, management, and the Corporation's internal and external auditors;
• attend every meeting of shareholders and respond to such questions from shareholders as may be put to the Chairman of the Committee;
• perform such other duties and responsibilities as may be requested by the Board from time to time.

Chairman of the Corporate Governance Committee

The primary function of the Chairman of the Corporate Governance – Nomination, Compensation and Succession Committee (the "Committee") of Canadian Utilities Limited (the "Corporation") is to ensure the effective functioning of the Committee. The specific duties and responsibilities of the Chairman of the Committee are to:

• approve the agenda for Committee meetings;
• preside as chairman over each meeting of the Committee;
• report to the Board of Directors (the "Board") of the Corporation on behalf of the Committee;
• ensure that all items requiring Committee approval and all Committee recommendations to the Board are appropriately tabled to the Board;
• ensure the proper flow of information to the Committee and review the adequacy and timing of documentary materials in support of management’s proposals;
• ensure that special advisors retained or to be retained by the Committee at the request of directors or other committees of the Board are appropriately qualified;
• ensure an open and frank relationship with the Committee and management;
• attend meetings of shareholders and respond to such questions from shareholders as may be put to the Chairman of the Committee;
• perform such other duties and responsibilities as may be requested by the Board from time to time.

Chairman of the Risk Review Committee

The primary function of the Chairman of the Risk Review Committee (the "Committee") of Canadian Utilities Limited (the "Corporation") is to ensure the effective functioning of the Committee. The specific duties and responsibilities of the Chairman of the Committee are to:

• approve the agenda for Committee meetings;
• preside as chairman over meetings of the Committee;
• determine which officers of the Corporation and/or principal operating subsidiaries should attend Committee meetings;
• report to the Board of Directors (the "Board") of the Corporation on behalf of the Committee;
• ensure that all items to be reported to the Committee or requiring Committee approval and all Committee recommendations to the Board or to the managing director and/or president of a principal operating subsidiary or division are appropriately tabled;
• ensure the proper flow of information from the Risk Management Committees of principal operating subsidiaries or divisions to the Committee;
• ensure that the Committee's advisors attend meetings of the Committee as necessary;
• perform such other duties and responsibilities as may be requested by the Board from time to time.

Chairman of the Pension Fund Committee

The primary function of the Chairman of the Pension Fund Committee (the "Committee") of Canadian Utilities Limited (the "Corporation") is to ensure the effective functioning of the Committee. The specific duties and responsibilities of the Chairman of the Committee are to:

• approve the agenda for Committee meetings;
• preside as Chairman over meetings of the Committee;
• determine which officers of the Corporation and/or principal operating subsidiaries should attend Committee meetings;
• report to the Board of Directors (the "Board") of the Corporation on behalf of the Committee;
• ensure that all items to be reported to the Committee or requiring Committee approval and all Committee recommendations to the Board or to the managing director and/or president of a principal operating subsidiary or division are appropriately tabled;
• ensure the proper flow of information from the Risk Management Committees of principal operating subsidiaries or divisions to the Committee;
• ensure that the Committee's advisors attend meetings of the Committee as necessary;
• perform such other duties and responsibilities as may be requested by the Board from time to time.

President and Chief Executive Officer

The primary function of the President and Chief Executive Officer (the "CEO") of Canadian Utilities Limited (the "Corporation") is to direct and supervise the business and affairs of the Corporation. The specific duties and responsibilities of the CEO are to:

• provide leadership and vision for the Corporation;
• develop and recommend strategic plans to the Board that ensure the Corporation's profitable growth and achievement of its business objectives;
• successfully implement the business and operational plans of the Corporation;
• review and report regularly to the Board on the overall progress and results against operating and financial objectives and initiate courses of action for improvement;
• ensure that processes and systems are in place that enable the CEO to keep the Board fully informed on all material undertakings and activities of the Corporation and any material external factors emanating from industry, financial markets, governments and regulators;
• act as a liaison between management and the Board;
• authorize commitment of corporate resources in the ordinary course of business in order to pursue the approved strategic plans and objectives of the Corporation provided, however, that major commitments, exposures and risks will be reported to the Board on a regular and timely basis;
• ensure effective disclosure controls, internal controls and management information systems are in place;
• manage and oversee the required disclosure and other communications between the Corporation, shareholders, stakeholders and the public;
• act as the principal spokesperson for the Corporation;
  ensure effective communications and appropriate relationships are maintained with shareholders and other stakeholders;
• establish and regularly review with the Board a plan for senior management development and succession;
• maintain a positive work climate that is conducive to attracting, retaining and motivating top-quality employees at all levels;
• ensure that the Corporation maintains high standards of ethics, corporate citizenship and social responsibility.