HYDRO ONE GOVERNANCE AND CONTROL FRAMEWORK

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1 Filed: 0-- EB-0-0 Tab Page of HYDRO ONE GOVERNANCE AND CONTROL FRAMEWORK.0 OVERVIEW The Corporate Governance structure and Internal Control Framework of Hydro One Inc. provide assurance regarding Hydro One s effective and efficient operations, reliable financial reporting, and compliance with applicable laws and regulations. In the past few years, federal and provincial governments and regulators have moved decisively to increase the robustness and transparency of corporate governance, as well as expand the requirements for internal control and disclosure (for example, Ontario s Bill )..0 CORPORATE GOVERNANCE Corporate governance is the mechanism by which a corporation ensures independent oversight of management activities on behalf of the shareholder(s). For Hydro One Inc., the Board of Directors and its associated committees fulfill this objective, and provide direction and accountability to senior officers to prudently and ethically manage the company s business and affairs, as well as the review and/or approval of mission, goals and business objectives, organizational authorities and business plans. 0 The company s corporate governance structure is illustrated in Figure. Hydro One s Board and Senior Management committees are also described in detail below.

2 Updated: EB-0-0 Tab Page of Figure Hydro One Corporate Governance Province of Ontario Chair Board of Directors Human Resources & Corporate Governance Committee Audit and Finance & Investment- Pension Committee Regulatory and Public Policy Health, Safety and Environment Business Transformation Committee Strategy (Ad Hoc) Committee President and CEO Senior Management Committees. The Hydro One Board of Directors The Board is responsible for the stewardship of the company and the supervision of management of the business and affairs of Hydro One. The Board s accountabilities and responsibilities include development of the company s approach to corporate governance, approval of a strategic plan, oversight of corporate risk management, as well as oversight of the company s pension plan. The mandate of the Board is attached hereto as Attachment. The Board is elected by the sole Shareholder, the Province of Ontario, as represented by the Minister of Energy. By special resolution of the sole Shareholder dated April, 0, it was determined that the number of directors of the Corporation to be elected at each annual meeting of the sole shareholder is fourteen ().

3 Filed: 0-- EB-0-0 Tab Page of The Board has undertaken an independence assessment and determined that, except as noted below, all of Hydro One s current directors are independent and within the meaning of the rules adopted by the Canadian Securities Administrators. Although the Chair and the President and Chief Executive Officer are Board members, they are considered executive officers of the company. The Board has separated the roles of Chair and Chief Executive Officer. The prime responsibility of the Chair of the Board is to provide leadership to the Board and to enhance Board effectiveness. The Chair, as the presiding member of the Board, also ensures that the relationships between the Board, management, the shareholder and other stakeholders are effective, efficient and further the best interests of the company. The Chair also encourages input and significant participation of independent directors in the leadership of the company... Board Meetings 0 Directors hold regularly scheduled meetings at which members of management are not in attendance. Each Committee of the Board also holds regular in camera sessions without management present. As well, the Audit and Finance Committee regularly holds such sessions with the external auditors and with the internal auditor. All of these sessions encourage open and candid discussion among the directors including the independent directors. A copy of the 0 Board and Committee meeting Schedule is attached as Attachment... Orientation and Continuing Education Hydro One s The Director Orientation and Continuing Education Program was established in accordance with the principles set out in the Business Corporations Act

4 Updated: EB-0-0 Tab Page of (Ontario), National Policy -0: Corporate Governance Guidelines, under the mandate of the Board and the mandates of the Corporate Governance and Audit and Finance Committees. The Director Orientation and Continuing Education Program consists of two elements: the New Director Orientation Program and the Continuing Director Education Program. The New Director Orientation Program consists of a Hydro One Directors Guide, which is made available electronically to all new directors upon joining the Board to provide them with an overview of the key organizational, financial, regulatory, and operational aspects of our company. The Directors Guide also contains information on the structure of the Board and its committees, committee mandates and general information on a director s obligations. In addition, new directors receive orientation sessions with the Chair, the President and Chief Executive Officer and members of the senior management team as well as tours of our company s facilities. The orientation sessions familiarize directors with Hydro One s strategic plans, its significant financial, accounting and risk management issues, its compliance programs, its Pension Plan and the directors obligations as plan fiduciaries, and the Code of Business Conduct. 0 The Continuing Director Education Program is included on an ongoing basis, as part of regular Board and Committee meetings and the Program includes information briefings, presentations and updates from senior management on relevant topics related to our company s business. These information items are either suggested by management or may be requested by members of the Board. As well, directors receive information from management in response to any actions arising at a board meeting or otherwise. The Continuing Director Education Program also requires reviewing articles and other information from relevant publications forwarded to directors for their information, visits to Hydro One facilities, and attendance at industry events, conferences and seminars where relevant to their duties.

5 Updated: EB-0-0 Tab Page of. Committees of the Board of Directors The Board discharges its responsibilities both directly and through its Committees each of which were established to address specific areas and accountabilities. However, the Board retains its oversight function and ultimate accountability for all matters delegated to committees. Recently, at the Board of Directors meeting of May, 0, the Board approved an amended Board Committee Structure and Membership. The main changes include the establishment of an adhoc Strategy Committee, the merger of the Audit and Finance and Investment Pension Committee and the merger of the Human Resources Committee and the Corporate Governance Committee. The mandate of the new Strategy Committee will be developed and submitted for review and recommendation to the Board for approval at the Board meeting following the first meeting of the Committee; and the mandates of the two new merged Committees will be amended and submitted to the Board for approval at the August, 0 Board meeting. 0 As at May, 0, the Committees of the Board are the Human Resources & Corporate Governance Committee, the Audit and Finance & Investment Pension Committee, the Regulatory and Public Policy Committee, the Health, Safety and Environment Committee the Business Transformation Committee, and the ad hoc Strategy Committee.. The function of these committees is described in the following sections and copies of the mandates of the former Human Resources, Corporate Governance, Audit and Finance and Investment Pension Committees, as well as the mandates of the current Regulatory and Public Policy, Health, Safety and Environment and Business Transformation Committees are attached as Attachment.

6 Updated: EB-0-0 Tab Page of.. Human Resources & Corporate Governance Committee The Human Resources & Corporate Governance Committee reviews the appropriateness of current and future organizational structures, succession plans for corporate and divisional officers and it conducts an annual review of the Code of Business Conduct. The Committee also reviews and approves base salary levels, base salary funding increases and funding for short term incentives. The Committee also acts as the nominating committee for the Hydro One Board of Directors. It recommends director candidates, committee assignments, director compensation and corporate governance policy for Committees and the Board as a whole. The Committee reviews the general and specific criteria applicable to candidates to be considered for nomination to the Board. The objective of this review is to maintain the composition of the Board in a way that provides the best mix of skills and experience to guide the long-term strategy and ongoing business operations of the company. In addition, the Committee undertakes an annual evaluation of the Board and makes recommendations on modifications of the evaluation process. Other obligations include, performing an annual review of the mandates of each Committee of the Board and subsidiary Boards, recommending issues for discussion at Board meetings and monitoring the quality of management s relationship with the Board. The Committee is composed of independent directors.

7 Updated: EB-0-0 Tab Page of.. Audit and Finance & Investment-Pension Committee The Audit and Finance & Investment-Pension Committee is responsible for overseeing the integrity of accounting policies and financial reporting, internal controls, auditing practices, financial risk exposures, financial compliance, ethics policies for Hydro One Inc. and its subsidiaries and assists the Board of Directors in fulfilling its oversight accountabilities in all matters related to the Hydro One Pension Plan and the Hydro One Pension Fund. Specifically, the Committee makes recommendations regarding financial objectives, plans and the financial risk management strategies of the company. It is accountable for reviewing and recommending to the Board approval of: interim and annual audited consolidated financial statements; management discussion and analysis disclosures; and financial statements in debt securities offering documents and other related matters. 0 In addition, the Committee reviews the internal audit procedures of the company and advises the Board on its auditing practices and procedures, selects and oversees the work of external auditors and confirms that internal controls are adequate. The Committee also conducts annual reviews (more frequently if deemed necessary) of anonymous complaints brought forward under the Code of Business Conduct. All members of the Committee are independent and financially literate. At least one member of the Committee is an audit committee financial expert within the meaning of applicable U.S. federal securities laws. The Committee is composed of independent directors.

8 Updated: EB-0-0 Tab Page of.. Regulatory and Public Policy Committee The Regulatory and Public Policy Committee monitors the company s compliance with regulatory requirements and related risks and ensures that management is effectively managing those risks. The Committee is responsible for reviewing management's regulatory proposals for transmission and distribution rate applications and the status of outstanding applications. The Committee further identifies, assesses and provides advice to the Board on public affairs issues that may have a significant impact on the company. The Committee is composed of independent directors... Health, Safety and Environment Committee 0 The Health, Safety and Environment Committee is responsible for reviewing and ensuring compliance with occupational health, safety and environment legislation, policies, standards and programs. It annually reviews the company's state of readiness to respond to crisis situations, as well as reports of any occupational accidents. This Committee plays an advisory role with respect to changes or additions to environmental policies, standards, accountabilities and programs, and recommends such to the Board for approval. It may also review other health, safety and environment matters, including public health and safety, as appropriate. The Committee is composed of independent directors.

9 Updated: EB-0-0 Tab Page of.. Business Transformation Committee The Business Transformation Committee is responsible for assisting the Board of Directors in its oversight of matters related to the company s Cornerstone Project, the Advanced Distribution System and Continuous Innovation Strategy. In 0, the Committee s mandate was further amended to include oversight accountability for all matters related to the planning, development and implementation of major transmission system or distribution projects. The Committee is composed of independent directors... Strategy Committee (Ad Hoc) The Strategy Committee s function is to assist the Board of Directors in fulfilling its responsibilities for the Strategic Direction of the Corporation in response to the establishment of the Premier s Advisory Council on Government Assets. The Committee is composed of a majority of independent directors..0 SENIOR MANAGEMENT COMMITTEES 0 Prudent decision-making and business transparency are supported by three key senior management committees: Executive Committee, Management Pension Committee, and Disclosure Committee.. Executive Committee This committee is a decision-making body established to review and approve business plans, capital projects and investments, key operating decisions, regulatory filings, labour strategy, financial performance indicators and other items as required. The Executive Committee also reviews all project approvals prior to going to the Hydro One Board.

10 Filed: 0-- EB-0-0 Tab Page of. Management Pension Committee The Management Pension Committee is responsible for approving appropriate pension policies, standards and programs and for ensuring compliance with all applicable legislation, policies and standards.. Disclosure Committee The Disclosure Committee operates under the mandate that communications to the public should be timely, factual and accurate and broadly disseminated in accordance with all applicable legal and securities regulatory requirements in Canada and the United States. The committee meets quarterly to review consolidated financial statements and management s discussion and analysis disclosures, offering documents for debt securities, as well as risk assessments prepared for credit rating agencies and the government..0 INTERNAL CONTROL FRAMEWORK 0 Internal controls ensure the company achieves its mission and goals, by enabling management to deal with rapidly changing economic and competitive environments, customer demands and priorities, and restructuring for future growth. Internal controls promote efficiency, reduce risk of asset loss, and help ensure the integrity and reliability of financial statements and compliance with laws and regulations. Hydro One Inc.'s Internal Control Framework has five components: the Control Environment, Risk Assessment, Control Activities, Information and Communication, and Monitoring. The framework addresses the elements of each component at the subsidiary (Board) level, corporate (senior management) level and operational (local) level. The

11 Filed: 0-- EB-0-0 Tab Page of framework is consistent with accepted external standards and control criteria set out by standard setting bodies such as the Canadian Institute of Chartered Accountants and the US Committee of Sponsoring Organizations. Key components of the framework are described in more detail in the following sections.. The Control Environment The "Control Environment" refers to direction and oversight from the top of the organization. The control environment component in the framework captures ethical and prudent financial management as established by the Board of Directors and senior management (see Section.0), and sets the tone for all financial and project management policies and practices established at lower levels. Regular education sessions on policies, processes and practices/procedures are provided to all staff... Ethical Business Conduct 0 The Board has adopted a written Code of Business Conduct (the Code ) and a Disclosure Policy. The Code sets out a comprehensive set of principles and expectations relating to ethical conduct, conflicts of interest and compliance with laws. The Code is part of Hydro One s internal control framework, an entity level control, and applies to all of Hydro One s directors, officers and employees including its subsidiary companies. The Code also applies to Hydro One s agents, consultants, contractors and business partners, to the extent feasible. The Code is posted on the corporate intranet site and on the external corporate website at A copy of the Code is attached as Attachment. The Code of Business Conduct requires all management employees to sign an annual compliance form to document that they have read, understood and complied with the

12 Filed: 0-- EB-0-0 Tab Page of Code, and that all conflicts or potential conflicts of interest have been disclosed. The Corporate Ethics Officer ensures that this process is performed on a timely basis and that a compliance register is maintained and submitted to the President and CEO of Hydro One Inc. Lastly, individual annual performance contracts of management employees are intended to capture the understanding between a manager and a direct report as to expectations and accountabilities and the means by which such performance results will be measured and achieved. The Hydro One Ethics Officer is accountable for making sure that the appropriate actions are taken to investigate and resolve known or suspected violations of the Code, and for ensuring the tracking and reporting of all violations. The Board monitors compliance with the Code through the Human Resources Committee and the Audit and Finance Committee, to whom the Corporate Ethics Officer reports. The President and Chief Executive Officer is ultimately responsible for our company s compliance with the Code. Further, the Board abides by a Conflict of Interest Policy (see attachment ) which requires directors to exercise independent judgment when considering transactions and contracts in respect of which a director has a material interest.. Risk Assessment 0 "Risk Assessment" is the identification and analysis by management of the key risks to achieving the company's business objectives. This annual assessment provides the basis for business planning decisions. Programs that mitigate existing risks to acceptable residual levels, or provide mitigation for emerging risks, are captured in business plans. Risk assessment extends to individual investment decisions through the Investment Prioritization process (see, Tab, Schedule ) and its associated justification for Programs/Projects (Exhibit D, Tab, Schedule ). This process assesses whether

13 Filed: 0-- EB-0-0 Tab Page of any proposed solutions for a specific operational need will achieve a level of residual risk acceptable to senior management and the company s shareholders and customers. Projects and programs underway are regularly assessed for new and changing risks. Moreover, at the operational level, extensive emergency and contingency plans exist and are regularly tested and updated.. Control Activities "Control Activities" refers to the systems, policies and procedures that ensure management s objectives are achieved and risk mitigation plans are affected. Policies and procedures exist to govern annual, monthly and day to day operations at the business unit and local levels. The policies have been updated and focus on the core activities of transmission and distribution. Each revised policy has an issue date and last review date. In most locations, policies and procedures are available on internal web sites. More information on Hydro One s policies may be found in, Tab,... Authority Registers 0 One of the foundations of good control is the establishment of appropriate levels of authority for spending and other business decisions. The delegation and exercise of authorities are governed by Guiding Principles, the Code of Business Conduct, and policies and procedures. The approval of the business plans and budgets establish authorized spending levels. The budgeting and business planning process is a critical element of effective internal controls. Annually a budget and business plan are prepared and submitted to the Board for approval. The budget and business plan set the parameters of the company's activities for a specific fiscal period. More information on Hydro One s planning process may be

14 Filed: 0-- EB-0-0 Tab Page of found in, Tab, Schedule. Information on the Company s Investment Prioritization process and Project and Program approval process may be found in Exhibit A, Tab, Schedule and, Tab, Schedule, respectively. The Executive/Organizational Authority Registers (EAR/OAR) are a key element of the internal control framework of the Organization. The Executive Authority Register (EAR) delegates authorities from the Board to senior management. Organizational Authority Registers (OARs) exist at subsidiary and business unit levels to delegate authorities from senior management to business unit and local levels. The Inergi outsourcing agreement further provides approvals assigned by Hydro One to Inergi LP for specific transactions and spending levels.. Information and Communication 0 "Information and Communication" supports all other control components. Pertinent information must be identified, captured and communicated in a form and timeframe that enables staff to carry out their accountabilities safely, efficiently and productively. Communication occurs to all staff from the Chief Administration Officer and Chief Financial Officer and from the Vice President, Corporate Controller with respect to new or changed policies and procedures. Presentations on various internal control matters also occur regularly. Policies and procedures are posted on internal websites at most locations or are available in other formats.. Monitoring "Monitoring" is the oversight of internal controls by management or independent parties outside the process and the application of independent methodologies such as customized

15 Filed: 0-- EB-0-0 Tab Page of procedures or standard checklists, by employees within a process. Monitoring also includes assessing the quality of internal controls over time and implementing required changes. Management provides assurance with respect to internal controls and the validity of financial statements. This includes: information on legal claims; changes in accounting policies, practices, systems, and procedures that have occurred in the period; and financial accounting matters that could have a significant impact on financial statements. Management also provides assurance that internal control systems, policies and procedures are in place and functioning properly and financial statements are a true representation of the business. 0 Every month, each line of business is required to conduct a detailed review of financial results by comparing operating results to budgets and responding to variances if required. Project details with major accounts are reconciled monthly to source sub-systems and suspense accounts are also explained and reconciled. Monthly control reports related to key aspects of operations financial and project activity are prepared centrally and delivered to managers for review and follow-up action as appropriate. A month-end close schedule is established to ensure timely production of financial statements. In addition, compliance testing of key financial activities is performed. Compliance monitoring with respect to codes and policies is performed by multiple groups. Regulatory compliance is monitored by Regulatory Affairs (e.g. Affiliate

16 Filed: 0-- EB-0-0 Tab Page of Relationships Code: see, Tab, Schedule ). Internal Audit uses a risk-based audit approach for prioritizing audits and performs audits of areas of highest risk based on an annual program approved by the Hydro One Board s Audit and Finance Committee. Internal controls are reviewed on a recurring cycle, again linked to level of risk. Furthermore, regular review of all outstanding items from past audits is performed. Annual year-end audits are also conducted by Hydro One s external auditor. The outsourcing contract with Inergi LP requires that Inergi conduct an independent confirmation of the integrity of financial controls for all Hydro One transactions, and allows for auditing of processes and systems by Hydro One Internal Audit. Such audits are designed to assess the appropriate occurrence, proper measurement, completeness and accuracy of transactions and whether they were classified, described and disclosed in accordance with generally accepted accounting principles.

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