Ontario Power Generation
Committees of the Board
The Board has established several committees to focus on areas critical to the Company:
Audit and Risk Committee
The Committee is responsible for reviewing the Company’s regulatory filings including financial statements, MD&A, and press releases prior to their disclosures to the public. The Committee is also responsible for overseeing the internal audit function, the work of external auditors including their nomination and compensation, that the Company has adequate controls in the financial reporting process and the risk management process, and is in compliance with regulatory and internal policies. The Committee is also responsible for overseeing OPG’s policy on ethical behaviour and the Code of Business Conduct, including reports on compliance programs, substantiated cases of fraud and the disposition of such cases including disciplinary action.
Governance and Nominating Committee
The Committee develops governance principles for OPG that are consistent with high standards of corporate governance and reviewing and assessing on an ongoing basis OPG’s system of corporate governance with a view to maintaining these high standards. The Committee identifies and recommends candidates for election or appointment to the Board to be put before the Shareholder in the event of a vacancy on the Board. Finally, the Committee reviews and recommends OPG’s processes for director orientation, assessment, and compensation.
- Governance and Nominating Committee Charter
- Governance and Nominating Committee Chair Position Description
Nuclear Operations Committee
This Committee is responsible for oversight of safe and efficient operations of OPG’s nuclear business, regulatory compliance of OPG’s nuclear facilities, review of reports from independent oversight of OPG’s nuclear operations, reviews of OPG nuclear management and organization matters, security of OPG’s nuclear facilities and substances, and oversight of OPG’s nuclear waste and decommissioning liabilities and management.
Investment Funds Oversight Committee
This Committee assists the Board in fulfilling its responsibilities for the OPG Pension Fund and the Used Fuel Fund and Decommissioning Fund. The Committee provides oversight of the investment of assets, investment-related liabilities and the management of any surplus (deficit) of the funds. Specifically the Committee: reviews the investment policies, risks and the asset mix; approves annual performance objectives for the investment portfolios; and monitors the performance of the funds.
- Investment Funds Oversight Committee Charter
- Investment Funds Oversight Committee Chair Position Description
Compensation and Human Resources Committee
This Committee focuses on human resources related areas including compensation practices, CEO objectives and compensation, disclosure on compensation and human resources matters, leadership talent review including succession planning, human resources policies related to employee complaints, diversity and pay equity, organizational design, labour relations, pension plans and policies, and Board compensation, education and evaluation programs. Major Projects Committee This Committee assists the Board in providing oversight of major non-nuclear electricity supply projects, including project development, contracting, financing, and construction monitoring.
- Compensation and Human Resources Committee Charter
- Compensation and Human Resources Committee Chair Position Description
Major Projects Committee
This Committee assists the Board in providing oversight of major non-nuclear electricity supply projects, including project development, contracting, financing, and construction monitoring.
Nuclear Generation Projects Committee
This Committee was formed in 2006 following direction from the Shareholder to: (i) begin feasibility studies on refurbishing its existing nuclear units, and (ii) to begin a federal approvals process, including an environmental assessment, for new nuclear units at an existing site. This Committee assists the Board in providing oversight of the new nuclear plant projects and the refurbishment and life extension projects for existing nuclear plants.
