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Board of Directors

TransCanada’s Board of Directors are elected each year at the Annual Meeting of Shareholders. There are currently 13 Board members.

> S. Barry Jackson (Chair)
> Harold N. Kvisle (President & CEO, TransCanada)
> Kevin E. Benson
> Derek H. Burney, O.C.
> Wendy K. Dobson
> E. Linn Draper
> The Hon. Paule Gauthier, P.C., O.C., O.Q., Q.C.

> Kerry L. Hawkins
> Paul L. Joskow
> John A. MacNaughton, C.M.
> David P. O'Brien, O.C.
> W. Thomas Stephens
> D. Michael G. Stewart

 

S. Barry Jackson S. Barry Jackson (Chair)
Age: 56
Calgary, Alberta, Canada
Director since 2002
Independent

Corporate Director. Mr. Jackson was the Chair of Resolute Energy Inc. (oil and gas) from 2002 to 2005, and was the Chair of Deer Creek Energy Limited (oil and gas) from 2001 to 2005. Mr. Jackson was the President and Chief Executive Officer of Crestar Energy Inc. (oil and gas) from 1993 to 2000. He has worked in senior management positions in the oil and gas industry since 1974.

Mr. Jackson has a Bachelor of Science in Engineering from the University of Calgary.

Committee Memberships
> Governance Committee
> Human Resources Committee

Other Public Board Directorships
> Nexen Inc. (TSX, NYSE)
> WestJet Airlines Ltd. (TSX)

Securities Held
  2009 2008
Common Shares 1 39,000 39,000
Deferred Share Units 2 36,030 24,366
Harold N. Kvisle Harold N. Kvisle (President & CEO, TransCanada)
Age: 56
Calgary, Alberta, Canada
Director since 2001
Non-Independent 3

President and Chief Executive Officer of TransCanada PipeLines Limited (TCPL) since May 2001, and TransCanada Corporation since May 2003. Prior to his employment with TCPL, Mr. Kvisle was the President of Fletcher Challenge Energy Canada Inc. (oil and gas) from 1990 to 1999. He has worked in the oil and gas industry since 1975 and in the utilities and power industries since 1999. He held engineering, finance and management positions with Dome Petroleum Limited, is former Chair of the Interstate Natural Gas Association of America (INGAA) and is former Chair of the Mount Royal College Board of Governors.

Mr. Kvisle has Bachelor of Science with Distinction in Engineering from the University of Alberta and a Master of Business Administration from the University of Calgary. Mr. Kvisle received an Honorary Bachelor of Arts degree from Mount Royal University.

Committee Memberships 4
> N/A

Other Public Board Directorships
> Bank of Montreal (TSX, NYSE)
> ARC Energy Trust (TSX)

Securities Held
For information relating to the securities held by Mr. Kvisle, see the disclosure under the heading ‘‘Compensation Discussion and Analysis – Share Ownership Guidelines’’ in TransCanada's Management Proxy Circular dated Feb. 23, 2009.
Kevin Benson Kevin E. Benson
Age: 62
Wheaton, Illinois, U.S.A
Director Since 2005
Independent

Corporate Director. President and Chief Executive Officer of Laidlaw International, Inc. (transportation services) from June 2003 to October 2007, and Laidlaw, Inc. from September 2002 to June 2003. Mr. Benson previously served as President and Chief Executive Officer of The Insurance Corporation of British Columbia from December 2001 until September 2002.

Mr. Benson holds a Bachelor of Accounting from the University of Witwatersrand (South Africa) and was a member of the South African Society of Chartered Accountants.

Committee Memberships
> Audit Committee (Chair)
> Governance Committee

Other Public Board Directorships
> Emergency Medical Services Corporation (NYSE)

Securities Held
  2009 2008
Common Shares 1 3,000 3,000
Deferred Share Units 2 19,848 13,377
Derek H. Burney Derek H. Burney, O.C.
Age: 69
Ottawa, Ontario, Canada
Director Since 2005
Independent

Mr. Burney is a senior strategic advisor at Ogilvy Renault LLP (law firm) and Chair of Canwest Global Communications Corp. He served as President and Chief Executive Officer of CAE Inc. (technology) from October 1999 to August 2004, and was Chairman and Chief Executive Officer of Bell Canada International Inc. (communications) from 1993 to 1999. Mr. Burney was the lead director at Shell Canada Limited (oil and gas) from April 2001 to May 2007. Mr. Burney held various positions with the Canadian Foreign Service, including serving from 1989 to 1993 as Canada’s Ambassador to the United States. From 1987 to 1989, he was Chief of Staff to the Prime Minister and was directly involved in the negotiation of the Canada-U.S. Free Trade Agreement. In 1992, Mr. Burney was awarded the Public Service of Canada’s Outstanding Achievement Award. He was named an Officer of the Order of Canada in 1993. He is also a Visiting Professor and Senior Distinguished Fellow at Carleton University, Honourary Chairman of the Confederation College Foundation and a Senior Research Fellow at the Canadian Defence and Foreign Affairs Institute.

Mr. Burney was conferred Honorary Doctor of Laws degrees from Lakehead University, Queen’s University, Wilfrid Laurier University and Carleton University. He holds an Honours Bachelor of Arts and Master of Arts from Queen’s University.

Committee Memberships
> Audit Committee
> Governance Committee

Other Public Board Directorships
> Canwest Global Communications Corp. (Chair) (TSX)
> Garda World Security Corporation (Chair, GardaWorld International Advisory Board) (TSX)

Securities Held
  2009 2008
Common Shares 1 2,124 1,070
Deferred Share Units 2 18,194 12,479
Wendy K. DobsonWendy K. Dobson
Age: 67
Uxbridge, Ontario, Canada
Director Since 1992
Independent

Professor, Rotman School of Management and Director, Institute for International Business, University of Toronto since 1993. Dr. Dobson served as President of the C.D. Howe Institute from 1981 to 1987 and is currently a Research Fellow. She served as Associate Deputy Minister of Finance in the Government of Canada from 1987 to 1989. She is Vice-Chair of the Canadian Public Accountability Board. She is a member of the Advisory Committees of the Peterson Institute of international Economics and the Canada Institute at the Woodrow Wilson International Centre, both located in Washington D.C. She is also a member of the International Advisory Committee of the Asia Society in New York and a director of the Stephen Leacock Foundation for Children.

Dr. Dobson has a Bachelor degree from the University of British Columbia, two Masters degrees from Harvard University and a Ph.D. in Economics from Princeton University.

Committee Memberships
> Health, Safety and Environment Committee
> Human Resources Committee

Other Public Board Directorships
> The Toronto-Dominion Bank (TSX, NYSE, Tokyo)

Securities Held
  2009 2008
Common Shares 1 3,000 3,000
Deferred Share Units 2 36,858 33,631
E. Linn Draper E. Linn Draper
Age: 67
Lampasas, Texas, U.S.A
Director Since 2005
Independent

Corporate Director. Dr. Draper retired as Chairman, President and Chief Executive Officer of Columbus, Ohio-based American Electric Power Co., Inc. in 2004, a position which Dr. Draper held since April 1993. Dr. Draper previously served as Chairman of the Board, President and Chief Executive Officer of Gulf States Utilities Company, Beaumont, Texas from 1987 to 1992.

Dr. Draper holds a Bachelor degree in Chemical Engineering from Rice University and a Ph.D. in Nuclear Science and Engineering from Cornell University.

Committee Memberships
> Audit Committee
> Health, Safety and Environment Committee (Chair)

Other Public Board Directorships
> Alliance Data Systems Corporation (NYSE)
> Alpha Natural Resources, Inc. (Lead Director) (NYSE)
> NorthWestern Corporation5 (Non-Executive Chair) (NYSE)
> Temple-Inland Inc. (Lead Director) (NYSE)

Securities Held
  2009 2008
Common Shares 1 0 0
Deferred Share Units 2 19,681 13,299
Paule Gauthier The Hon. Paule Gauthier, P.C., O.C., O.Q., Q.C.
Age: 65
Québec, Québec, Canada
Director since 2002
Independent

Senior Partner, Stein Monast LLP (law firm). In addition to public board directorships, Ms. Gauthier is also a director of RBC Dexia Investor Services Trust. She was formerly a Partner at Gagné Letarte Royer Gauthier Lacasse Boily and has worked in the legal profession since 1967. She is a former Chair of the Security Intelligence Review Committee, a former President of the Fondation de la Maison Michel Sarrazin and a former director of the Institut Québecois des Hautes Études Internationales, Laval University. Ms. Gauthier was named an Officer of the Order of Canada in 1991.

Ms. Gauthier has a Bachelor of Arts from the Collège Jésus-Marie de Sillery, a Bachelor of Laws from Laval University, a Master of Laws in Business Law (Intellectual Property) from Laval University, and a Certificate for a session on mediation from Harvard Law School.

Committee Memberships
> Health, Safety and Environment Committee
> Human Resources Committee

Other Public Board Directorships
> Metro Inc. (TSX)
> Royal Bank of Canada (TSX, NYSE)

Securities Held
  2009 2008
Common Shares 1 1,000 1,000
Deferred Share Units 2 30,707 25,876
Kerry L. Hawkins Kerry L. Hawkins
Age: 68
Winnipeg, Manitoba, Canada
Director since 1996
Independent

Corporate Director. Mr. Hawkins retired as President of Cargill Limited (agricultural) in December 2005. He has worked in the marketing and agriculture industries since 1964 and, prior to becoming its President in 1982, held senior executive positions at Cargill Incorporated in North America and Europe.

Mr. Hawkins has a Bachelor of Arts in Business Economics from North Dakota State University.

Committee Memberships
> Health, Safety and Environment Committee
> Human Resources Committee

Securities Held
  2009 2008
Common Shares 1, 6 4,974 4,932
Deferred Share Units 2 46,080 39,346
Paul L. Joskow Paul L. Joskow
Age: 61
New York, New York, U.S.A
Director since 2004
Independent

Dr. Joskow is an economist and President of the Alfred P. Sloan Foundation, a philanthropic institution focused primarily on research and education on issues related to science, technology and economic performance.  He is on leave from his position as Professor of Economics and Management, Massachusetts Institute of Technology ("MIT") where he has been on the faculty since 1972.  Dr. Joskow was head of the MIT Department of Economics from 1994 to 1998 and the Director of the MIT Center for Energy and Environmental Policy Research from 1999 to 2007. He has worked in the economics field as an educator, researcher and consultant since 1972 and held various positions at Harvard University, Stanford University and Yale University in addition to MIT. Dr. Joskow was a Director of the New England Electric System from 1987 until 2000, a Director of National Grid plc from April 2000 to July 31, 2007, a Director of State Farm Indemnity Company from 1991 to 2002 and became a Director of Exelon Corporation in July 2007. He was the President of the Yale University Council until July 1, 2006 and was on the Board of Directors of the Whitehead Institute of Biological Research until February 2005. He joined the Board of Overseers of the Boston Symphony Orchestra in September 2005 and became a trustee of Yale University on July 1, 2008.

Dr. Joskow has a Bachelors of Arts with Distinction in Economics from Cornell University, a Masters of Philosophy in Economics from Yale University and a Ph.D. in Economics from Yale University.

Committee Memberships
> Audit Committee
> Governance Committee

Other Public Board Directorships
> Exelon Corporation (NYSE)
> Putnam Mutual Funds (Trustee)

Securities Held
  2009 2008
Common Shares 1 5,000 5,000
Deferred Share Units 2 16,456 13,809
John A. MacNaughton John A. MacNaughton, C.M.
Age: 63
Toronto, Ontario, Canada
Director since 2006
Independent

Corporate Director. He is the Chairman of the Business Development Bank of Canada, Chairman of CNSX Markets Inc. (formerly Canadian Trading and Quotation System Inc.) (stock exchange) and a Director of Nortel Networks Corporation (technology). Mr. MacNaughton is Nominating Committee Chair for the Canada Employment Insurance Financing Board. He served as the founding President and Chief Executive Officer of the Canada Pension Plan Investment Board, a Crown Corporation created by an Act of Parliament to invest the assets of the Canada Pension Plan, from 1999 to 2005. He was President of Nesbitt Burns Inc., the investment banking arm of Bank of Montreal, from 1994 to 1999. Mr. MacNaughton is Vice-Chairman of the Canadian International Council and Vice-Chairman of the University Health Network (academic health science centre). He is a Member of the Order of Canada and a recipient of the Institute Certified Director Designation (ICD.D) from the Institute of Corporate Directors.

Mr. MacNaughton has a Bachelor of Arts in Economics from the University of Western Ontario. 

Committee Memberships
> Audit Committee
> Governance Committee (Chair)

Other Public Board Directorships
> Nortel Networks Corporation (TSX, NYSE)
> Nortel Networks Limited 7 (TSX)

Securities Held
  2009 2008
Common Shares 1 40,000 30,000
Deferred Share Units 2 14,094 8,610

David P. O’Brien David P. O'Brien, O.C.
Age: 67
Calgary, Alberta, Canada
Director since 2001
Independent

Corporate Director. In addition to public board directorships, Mr. O’Brien is a director of the C.D. Howe Institute and is also Chancellor of Concordia University. Mr. O’Brien was the Chairman and Chief Executive Officer of PanCanadian Energy Corporation (oil and gas) from October 2001 to April 2002 and was the Chairman, President and Chief Executive Officer of Canadian Pacific Limited (energy, transportation and hotels) from May 1996 to October 2001. He worked in the legal profession from 1967 to 1977, and in the oil and gas industry since 1978. He has also held senior executive positions at Petro-Canada. Mr. O'Brien was named an Officer of the Order of Canada in 2008.

Mr. O’Brien has a Bachelor of Arts with Honours in Economics from Loyola College and a Bachelor of Civil Law from McGill University. He also has an Honourary Bachelor of Applied Business and Entrepreneurship (International) from Mount Royal College and an Honourary Doctorate of Civil Law from Bishops University.

Committee Memberships
> Governance Committee
> Human Resources Committee

Other Public Board Directorships
> EnCana Corporation (Chair) (TSX, NYSE)
> Enerplus Resources (TSX, NYSE)
> Molson Coors Brewing Company (TSX, NYSE)
> Royal Bank of Canada (Chair) (TSX, NYSE)

Securities Held
  2009 2008
Common Shares 1 19,634 19,164
Deferred Share Units 2 30,707 25,876
W. Thomas Stephens W. Thomas Stephens
Age: 66
Greenwood Village, Colorado, U.S.A.
Director since 2007 8
Independent

Corporate Director. Chairman and Chief Executive Officer, Boise Cascade, LLC (paper, forest products and timberland assets) from November 2004 to November 2008. Mr. Stephens served as President and Chief Executive Officer of MacMillan Bloedel Limited (forest products) from October 1997 to October 1999 and the Chairman and Chief Executive Officer of Johns Manville Corporation (building products) from 1986 to 1996. He has worked in the forestry and building materials industry since 1956.

Mr. Stephens has a Master of Science in Industrial Engineering from the University of Arkansas.

Committee Memberships
> Health, Safety and Environment Committee
> Human Resources Committee (Chair)

Other Public Board Directorships
> Boise Inc. (NYSE)

Securities Held
  2009 2008
Common Shares 1 1,470 1,470
Deferred Share Units 2 5,482 3,236

 

D. Michael G. Stewart D. Michael G. Stewart
Age: 57
Calgary, Alberta, Canada
Director since 2006

Independent

Corporate Director. Mr. Stewart was a director of Esprit Exploration Ltd. (oil and gas) from May 2002 to October 2004; a director of Canada Southern Petroleum Ltd. from June 2003 to August 2004; a trustee of Esprit Energy Trust (oil and gas) from August 2004 to October 2006; and a director of Creststreet Power & Income General Partner Limited, the General Partner of Creststreet Power & Income Fund L.P. (wind power) from December 2003 to February 2006. From September 1993 to March 2002, Mr. Stewart held a number of senior executive positions with Westcoast Energy Inc. (energy infrastructure, services and utilities) including Executive Vice-President, Business Development. He has been active in the Canadian energy industry for over 36 years.

Mr. Stewart holds a Bachelor of Science (Geological Sciences) with Honours from Queen’s University.

Committee Memberships
> Audit Committee
> Governance Committee

Other Public Board Directorships
> Canadian Energy Services Inc. 9 (TSX)
> Orleans Energy Ltd. (Non-Executive Chair) (TSX, OEX)
> Pengrowth Corporation 10 (TSX)

Securities Held
  2009 2008
Common Shares 1, 11 10,000 7,500
Deferred Share Units 2 8,341 6,156

(1) The information as to shares beneficially owned or over which control or direction is exercised, not being within the knowledge of TransCanada, has been furnished by each of the nominees as of February 23, 2009 and February 25, 2008. Except as indicated in these notes, the nominees have sole voting and dispositive power with respect to the securities listed above. As to each class of shares of TransCanada, its subsidiaries and affiliates, the percentage of outstanding shares beneficially owned by any one director or nominee or by all directors and officers of TransCanada as a group does not exceed 1% of the class outstanding.
(2) The value of a deferred share unit is tied to the value of TransCanada’s common shares. A deferred share unit is a bookkeeping entry, equivalent to the value of a TransCanada common share, and does not entitle the holder to voting or other shareholder rights, other than the accrual of additional deferred share units for the value of dividends. A director cannot redeem deferred share units until the director ceases to be a member of the Board. Canadian directors can then redeem their units for cash or shares, while U.S. directors can only redeem their units for cash.
(3) As the President and CEO of TransCanada, Mr. Kvisle is not considered independent.
(4) Mr. Kvisle, as an officer of TransCanada and a non-independent Director, is not a member of any Board committees, but is invited to attend all committee meetings.
(5) Northwestern Corporation, doing business as NorthWestern Energy.
(6) The shares listed include 3,500 shares held by Mr. Hawkins’ wife.
(7) Nortel Networks Limited is the principal operating subsidiary of Nortel Networks Corporation.
(8) Mr. Stephens previously served on the Board from 2000 to 2005.
(9) The general partner of Canadian Energy Services L.P. (TSX).
(10) The administrator of Pengrowth Energy Trust (TSX, NYSE).
(11) The shares listed include 500 shares held by Mr. Stewart’s wife.