Corporate Governance


Our commitment to the highest standards of ethics and corporate governance helps us do what we do best – anticipating the energy needs of North American communities.

Board size12

Independent directors92%

Women on our board25%

Board interlocks0

Statement of corporate governance

The board and the members of TransCanada's management are committed to the highest standards of corporate governance. TransCanada's corporate governance practices comply with the governance rules of the Canadian Securities Administrators (CSA), those of the New York Stock Exchange (NYSE) and of the U.S. Securities and Exchange Commission (SEC), applicable to foreign issuers and those mandated by the United States Sarbanes-Oxley Act of 2002 (SOX).

TransCanada is in compliance with the CSA's National Instrument 52-110 pertaining to audit committees (Canadian Audit Committee Rules). TransCanada is also in compliance with National Policy 58-201, Corporate Governance Guidelines, and National Instrument 58-101, Disclosure of Corporate Governance Practices (collectively, the Canadian Governance Guideline).

 

Corporate governance guidelines

The board has formally adopted and published a set of Corporate Governance Guidelines, which affirm TransCanada's commitment to maintaining a high standard of corporate governance. The guidelines address the structure and composition of the board and its committees and also provide guidance to both the board and management in clarifying their respective responsibilities.

The board's strengths include: an independent, non-executive Chair; well informed and experienced directors, who ensure that standards exist to promote ethical behaviour throughout TransCanada; effective board size; director share ownership requirements; and annual assessment of board, committee and individual director effectiveness.

Corporate Governance Guidelines
0.06 MB, PDF View
Code of Business Ethics
5.17 MB, PDF View
TransCanada Bylaws
0.04 MB, PDF View
TransCanada Pipeline Limited Bylaws
0.04 MB, PDF View

Our board of directors

Siim A. Vanaselja, Chair, TransCanada Board of Directors

Siim A. Vanaselja, Chair

Director since 2014
Independent

Mr. Vanaselja is a corporate director. He currently serves on the boards of Great-West Lifeco Inc. (financial services), Maple Leaf Sports and Entertainment Ltd. (sports, property management) and RioCan Real Estate Investment Trust. Mr. Vanaselja was the Executive Vice-President & Chief Financial Officer of BCE Inc. and Bell Canada (telecommunications and media) from January 2001 to June 2015. Prior to joining BCE Inc., he was a partner at the accounting firm, KPMG Canada in Toronto.

TransCanada committee memberships

  • Audit Committee
  • Governance Committee

Other public board directorships

  • Great-West Lifeco Inc. (financial services) (TSX)
  • RioCan Real Estate Investment Trust (TSX)
TransCanada securities held
 20172016
Common shares 12,000 12,000
Deferred share units 12,719 7,898

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Kevin E. Benson, TransCanada Board of Directors

Kevin E. Benson

Director since 2005
Independent

Mr. Benson is a corporate director. He was President and Chief Executive Officer of Laidlaw International, Inc. from June 2003 to October 2007, and Laidlaw, Inc. from September 2002 to June 2003. Mr. Benson served as President and Chief Executive Officer of The Insurance Corporation of British Columbia from December 2001 until September 2002. He was also a director of the Calgary Airport Authority from January 2010 to December 2013. In February 2015, Mr. Benson became a director of Winter Sport Institute (non-profit).

TransCanada committee memberships

  • Audit Committee
  • Governance Committee (Chair)
TransCanada securities held
 20172016
Common shares 13,000 13,000
Deferred share units 68,403 61,866

 

Download full bio

Derek H. Burney, O.C., TransCanada Board of Directors

Derek H. Burney, O.C.

Director since 2005
Independent

Mr. Burney is a senior strategic advisor at Norton Rose Fulbright (law firm). He is the Chairman of GardaWorld’s International Advisory Board (risk management and security services) which position he has held since April 2008. He also became a member of the Paradigm Capital Inc. Advisory Board (investment dealer) in May 2011 and a member of the Ottawa Hospital Board (Governor) in November 2011. Mr. Burney served as President and Chief Executive Officer of CAE Inc. from October 1999 to August 2004.

TransCanada committee memberships

  • Audit Committee
  • Governance Committee

Other public board directorships

  • Liquor Stores N.A. Ltd (TSX: LIQ)
TransCanada securities held
 20172016
Common shares 12,910 12,318
Deferred share units 62,782 56,230

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Stéphan Crétier, TransCanada Board of Directors

Stéphan Crétier

Director since 2017
Independent

Mr. Crétier is the Chairman, President and Chief Executive Officer of Garda World Security Corporation (Garda World) (private security services). He is also a director of a number of Garda World’s direct and indirect subsidiaries. Mr. Crétier has previously served as a director of ORTHOsoft Inc. (formerly ORTHOsoft Holdings Inc.) (medical software technology) from August 2004 to November 2004, a director of BioEnvelop Technologies Corp. (manufacturing) from 2001 to 2003 and as a director, President and Chief Executive Officer of Rafale Capital Corp. (manufacturing) from 1999 to 2001.

TransCanada Committee memberships

  • Audit Committee
  • Health Safety and Environment Committee

 

TransCanada securities held
 20172016
Common shares - -
Deferred share units - -

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Russell K. Girling, TransCanada Board of Directors

Russell K. Girling

Director since 2010
Non-Independent

Russ Girling has been President and Chief Executive Officer (CEO) since July 1, 2010. He has led TransCanada Corporation through a period of unprecedented growth, including the development of its Liquids Pipelines business, expansion of its power generation portfolio and the successful US$13 billion acquisition of Columbia Pipeline Group in July 2016. Previously, Mr. Girling held the positions of Chief Operating Officer; President, Pipelines; Executive Vice-President, Corporate Development; Chief Financial Officer; and Executive Vice-President, Power.

TransCanada committee memberships

  • N/A

Other public board directorships

  • Agrium Inc. (agricultural) (TSX, NYSE)

TransCanada securities held

For information relating to the securities held by Russell Girling, see the disclosure under the Executive Profiles section in TransCanada's Management Information Circular dated February 28, 2017.

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S. Barry Jackson, O.C.B., TransCanada Board of Directors

S. Barry Jackson, O.C.B.

Director since 2002
Independent

Mr. Jackson is a corporate director. He is currently a director of WestJet Airlines Ltd. (airline) and Laricina Energy Ltd. (oil and gas, exploration and production). Mr Jackson has previously served as director of Nexen Inc. (oil and gas, exploration and production) from 2001 to June 2013, serving as Chair from 2012, a director of Cordero Energy Inc. from 2005 to 2008, the Chair of Resolute Energy Inc. from 2002 to 2005, the Chair of Deer Creek Energy Limited from 2001 to 2005, and directors of ENMAX Corporation from 1999 to 2002, Westcoast Energy Inc. from 2001 to 2002, and Gulf Canada Resources Ltd. from 2000 to 2001.

TransCanada committee memberships

  • Governance Committee
  • Human Resources Committee

Other public board directorships

  • WestJet Airlines Ltd. (airline) (TSX)

 

TransCanada securities held
 20172016
Common shares 39,000 39,000
Deferred share units 146,772 132,848

Download full bio

John E. Lowe, TransCanada Board of Directors

John E. Lowe

Director since 2015
Independent

Mr. Lowe has been the non-executive Chairman of Apache Corporation’s (oil and gas) board of directors since May 2, 2015, having previously joined Apache's board in July 2013. He also currently serves on the board of directors for Phillips 66 (energy infrastructure) and, has been the Senior Executive Adviser at Tudor Pickering, Holt & Co. LLC (energy investment and merchant banking) since September 2012.

TransCanada committee memberships

  • Audit Committee (Chair)
  • Health, Safety and Environment Committee

Other public board directorships

  • Apache Corporation (oil and gas) (NYSE)
  • Phillips 66 Company (energy infrastructure) (NYSE)
TransCanada securities held
 20172016
Common shares 15,000 15,000
Deferred share units 7,952 2,271

Download full bio

Paula Rosput Reynolds, TransCanada Board of Directors

Paula Rosput Reynolds

Director since 2011
Independent

Ms. Reynolds has been the President and Chief Executive Officer of PreferWest, LLC (business advisory group) since October 2009. She serves as a director CBRE Group, Inc. (commercial real-estate) BP p.l.c. (oil and gas), BAE Systems plc. (aerospace, defense, information security) and Siluria Technologies Inc. (natural gas).

Ms. Reynolds previously served as a director at Delta AirLines Inc. from August 2004 to June 2015 and Anadarko Petroleum Corporation (oil and gas, exploration and production) from August 2007 to May 2014.

TransCanada committee memberships

  • Governance Committee
  • Human Resources Committee (Chair)

Other public board directorships

  • BAE Systems plc (aerospace, defense, information security) (LSE, ADR, NYSE)
  • BP p.l.c. (oil and gas) (LSE)
  • CBRE Group, Inc. (NYSE) 
TransCanada securities held
 20172016
Common shares 6,000 4,500
Deferred share units 21,613 16,651

Download full bio

Mary Pat Salomone, TransCanada Board of Directors

Mary Pat Salomone

Director since 2013
Independent

Ms. Salomone is a corporate director. She currently serves on the board of directors of Herc Rentals (equipment rental) and Intertape Polymer Group (manufacturing). She also serves as a trustee of the Youngstown State University Foundation. Ms. Salomone was the Senior Vice-President and Chief Operating Officer of The Babcock & Wilcox Company (B&W) (energy infrastructure) from January 2010 to June 30, 2013.

TransCanada committee memberships

  • Health, Safety and Environment Committee
  • Human Resources Committee

Other public boards

  • Herc Rentals (equipment rental) (NYSE)
  • Intertape Polymer Group (manufacturing) (TSX)
TransCanada securities held
 20172016
Common shares 3,000 2,000
Deferred share units 11,407 8,512

Download full bio

Indira Samarasekera, TransCanada Board of Directors

Indira Samarasekera

Director since 2016
Independent

Dr. Samarasekera is currently a senior advisor for Bennett Jones LLP (law firm) and serves on the board of the Bank of Nova Scotia (Scotiabank) (chartered bank), Magna International (manufacturing, automotive parts), Asia-Pacific Foundation, the Rideau Hall Foundation, the Perimeter Institute of Theoretical Physics and the selection panel for Canada’s outstanding chief executive officer of the year. She is also a member of the TriLateral Commission, a federal member on the Independent Advisory Board for Senate Appointments and is a fellow of the Royal Society of Canada.

TransCanada committee memberships

  • Audit Committee
  • Governance Committee

Other public board directorships

  • Bank of Nova Scotia (chartered bank) (NYSE, TSX)
  • Magna International Inc. (manufacturing, automotive parts) (NYSE, TSX)
TransCanada securities held
 20172016
Common shares - -
Deferred share units 2,652 -

Download full bio

D. Michael G. Stewart, TransCanada Board of Directors

D. Michael G. Stewart

Director since 2006
Independent

Mr. Stewart is a corporate director. He serves as a director of Pengrowth Energy Corporation (oil and gas, exploration and production) and CES Energy Solutions Corp. (oilfield services). He was a director of Northpoint Resources Ltd. (oil and gas, exploration and production) from July 2013 to February 2015, a director of C&C Energia Ltd. (oil and gas) from May 2010 to December 2012, a director of Orleans Energy Ltd. (oil and gas) from October 2008 to December 2010, a director of Pengrowth Corporation (administrator of Pengrowth Energy Trust) from October 2006 to December 2010, a director of Canadian Energy Services Inc. (general partner of Canadian Energy Services L.P.) from January 2006 to December 2009, Chairman and trustee of Esprit Energy Trust from August 2004 to October 2006, and a director of Creststreet Power & Income General Partner Limited (general partner of Creststreet Power & Income Fund L.P.) from December 2003 to February 2006.

TransCanada committee memberships

  • Audit Committee
  • Health, Safety and Environment Committee (Chair)

Other public board directorships

  • CES Energy Solutions Corp. (chemicals, oilfield services) (TSX)
  •  Pengrowth Energy Corporation (oil and gas, exploration and production) (TSX, NYSE)
TransCanada securities held
 20172016
Common shares 16,008 16,008
Deferred share units 30,928 27,882

Download full bio

Richard E. Waugh, O.C., TransCanada Board of Directors

Richard E. Waugh, O.C.

Director since 2012
Independent

Mr. Waugh is a corporate director. He also serves as an advisor for Acasta Enterprises Inc. (asset management/investment), in addition to serving on the board of directors at several non-profit corporations and affiliations. Mr. Waugh was President and Chief Executive Officer of Scotiabank (chartered bank) until November 2013, and then served as Deputy Chairman and director of Scotiabank until January 2014.

TransCanada committee memberships

  • Health, Safety and Environment Committee
  • Human Resources Committee
TransCanada securities held
 20172016
Common shares 29,730 29,730
Deferred share units 23,533 18,557

Download full bio

The board’s primary responsibilities are to foster TransCanada’s long-term success, oversee our business and affairs and management, and to act honestly, in good faith and in the best interests of TransCanada. The board’s main objective is to promote our best interests, to maximize long-term shareholder value and to enhance shareholder returns.

The board has key duties and responsibilities, delegates some duties to its four standing committees and discharges others to management for the day-to-day affairs of the business.

Board renewal

The governance committee regularly assesses the skill set of each director, and reviews it against the director retirement schedule, their ages and the composition of each committee. The review also takes into account the desirability of maintaining a reasonable diversity of backgrounds, and character and behavioural qualities such as integrity.

The governance committee, with input from the Chair of the board and the CEO, is responsible for identifying suitable director candidates, and canvasses the entire board for potential nominees.

The committee also uses a third-party recruitment specialist to identify potential director candidates. The committee is responsible for assessing the individuals and proposing the strongest candidates for nomination. An evolving roster of suitable director candidates is maintained by the committee.

The committee looks for a mix of skills and experience required for overseeing our business and affairs. The board considers personal characteristics such as gender, ethnic background and geographic residence when looking at diversity; however, candidates are nominated as directors based on their background and ability to contribute to the board and committee meetings.

The committee ensures that the board seeks expertise in the following key areas:

  • Accounting & finance
  • Energy/utilities
  • Engineering
  • Governance
  • Government/regulatory
  • Health, safety and environment
  • International markets
  • Law
  • Management/leadership
  • Oil & gas/utilities
  • Operations
  • Risk management

Candidates who are being nominated for the first time must have experience in industries similar to ours, or experience in general business management or with corporations that are similar in size and scope. Candidates must also be willing to serve on the board, able to devote the necessary time to fulfill their duties and responsibilities, and be under 70 years old.

The committee recommends potential candidates based on their qualifications and independence and how these qualities balance with the skill set of the current board, the structure and composition of the committees and the director retirement schedule. This assessment helps the board determine the best mix of skills and experience to guide our business operations and our long-term strategy.

The board has determined that, other than Mr. Girling, all of the existing directors of TransCanada (including Mr. Jackson, the Chair) have no direct or indirect material relationship with TransCanada and are therefore independent.

Mr. Girling as President and CEO of TransCanada, is not independent.

The Governance Committee reviews, at least annually, the existence of any relationship between each director and TransCanada to ensure the majority of directors are independent of TransCanada.

The board believes that, as a matter of policy, there should be a majority of independent directors on TransCanada's board. The board is charged with making this determination based on the annual review conducted by the Governance Committee. The determination is made annually in accordance with the definition of "independence" in the Canadian Audit Committee Rules and the Canadian Governance Guidelines. The independence criteria also conforms with the applicable rules of the SEC, the NYSE and those set out in SOX.

Further, the board considered whether directors serving on boards of non-profit organizations which receive donations from TransCanada pose any potential conflict. The board determined that such relationships, where they exist, do not interfere with any such director's ability to act in the best interests of TransCanada, as all decisions on making donations to non-profit organizations are made by a management committee on which no directors serve. The board also considered family relationships and possible associations with companies which have relationships with TransCanada, in its determination of independence.

Although some of the proposed nominees sit on boards or may be otherwise associated with companies that ship natural gas on TransCanada's pipeline systems, TransCanada as a common carrier in Canada cannot, under its tariff, deny transportation service to a credit-worthy shipper. Further, due to the specialized nature of the industry, TransCanada believes it is important for its board to be composed of qualified and knowledgeable directors, so some of them must come from the oil and gas producer and shipper industry; the Governance Committee closely monitors relationships among directors to ensure that business associations do not affect the board's performance.

In a circumstance where a director declares an interest in any material contract or material transaction being considered at a meeting, the director absents himself or herself from the meeting during the consideration of the matter, and does not vote on the matter.

The board has determined that all of the members of its Audit Committee are financially literate. An individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by TransCanada's financial statements.

Shareholder engagement allows us to hear directly from shareholders and other important stakeholders about any issues or concerns.

Shareholders, employees and others can contact the board directly by writing to:

Chair of the Board of Directors
c/o Corporate Secretary
TransCanada Corporation
450 1st Street S.W.
Calgary, Alberta T2P 5H1

TransCanada has created written position descriptions for the Chief Executive Officer (CEO) and Chair.

Terms of Reference for the CEO
Terms of Reference for the Chair

Comparison to Domestic Listing Standards Pursuant to Section 303A.11 of the New York Stock Exchange (NYSE) Company Manual.

The New York Stock Exchange Company Manual, Section 303A.11 (Foreign Private Issuer Disclosure), requires that foreign private issuers, such as TransCanada, disclose any significant ways in which their corporate governance practices differ from corporate governance practices followed by US domestic issuers under the NYSE listing standards.

Our corporate governance practices do not significantly differ from those required to be followed by US domestic issuers under the NYSE's listing standards.

As a Canadian reporting issuer with securities listed on the Toronto Stock Exchange (TSX), TransCanada has in place a system of corporate governance practices which comply with the Canadian Securities Administrators (CSA) National Instrument pertaining to audit committees and with the CSA's National Policy pertaining to corporate governance guidelines, as well as the New York Stock Exchange Corporate Governance Rules (NYSE Rules) applicable to foreign private issuers.

The Board of Directors of TransCanada has formally adopted and published a set of Corporate Governance Guidelines which affirm our commitment to maintaining a high standard of corporate governance. These guidelines are published on this website under the heading Corporate Governance - Corporate Governance Guidelines. As well, disclosure relating to TransCanada's corporate governance practices are published in our Management Information Circular under the heading Governance.

In the context of its listing on the NYSE, TransCanada is classified as a foreign private issuer and therefore only certain of the NYSE Rules are applicable to TransCanada. However, we benchmark our policies and procedures against major North American companies to assess our standards and we adopt best practices as appropriate. Some of our best practices are derived from the NYSE Rules and comply with applicable rules adopted by the SEC to meet the requirements of the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act.

*as of June 30, 2016

TransCanada's CSR Report contains information on our Lobbying Activities, Political Contributions and Corporate Memberships. The CSR Report also includes a summary of our policies and oversight of these matters. The relevant policies can be found in TransCanada's 2015 CSR Report.

Lobbying registrations
TransCanada maintains registrations for in-house lobbyists where required by law. A list of the jurisdictions where TransCanada is registered, and links to those jurisdictions, where available, can be found in TransCanada’s Lobbying Registrations.

The Board of Directors of TransCanada Corporation and the Board of Directors of TransCanada Pipelines Limited and the respective board committees are identical in membership and meet concurrently.  Governance documents are reviewed and approved by the Governance Committee. All governance documents of TransCanada Corporation apply equally to TransCanada Pipelines Limited and have been adopted by both boards.

Board charter

The board discharges its responsibilities directly and through committees. At regularly scheduled meetings, members of the board and management discuss a broad range of issues relevant to TransCanada's strategy and business interests and the board is responsible for the approval of TransCanada's Strategic Plan. In addition, the board receives reports from management on TransCanada's operational and financial performance. The board had 15 meetings in 2016.

The board has formally adopted and published a written charter which acknowledges responsibility for the stewardship of TransCanada. The charter addresses board composition and organization, and the board’s duties and responsibilities for managing the affairs of TransCanada and its oversight responsibilities with respect to: management and human resources; strategy and planning; financial and corporate issues; business and risk management; policies and procedures; compliance reporting and corporate communications; and general legal obligations of TransCanada.

The board also closely oversees any potential conflicts of interest between the company, its affiliates and TC PipeLines, LP a public limited partnership.

View board charter

Board committees

The board has four standing committees: Audit Committee; Governance Committee; Health, Safety and Environment Committee; and Human Resources Committee. The board does not have an Executive Committee. The Audit, Human Resources and Governance committees are required to be composed entirely of independent directors. The Health, Safety and Environment Committee is required to have a majority of independent directors.

Each of the committees has the authority to retain advisors to assist in the discharge of their respective responsibilities. Each of the committees review their respective charters at least annually and, as required, recommend changes to the Governance Committee and to the board. Each of the committees also reviews their respective performance annually.

Below is a listing of the current members of the committees of the TransCanada Board of Directors with links to committee charters and member bios.

Audit committee

Chair:
John E. Lowe

Members:
Kevin E. Benson
Derek H. Burney
Stéphan Crétier
Indira Samarasekera
D. Michael G. Stewart

This committee is comprised of seven independent directors and is mandated to assist the board in monitoring, among other things, the integrity of the financial statements of TransCanada, the compliance by TransCanada with legal and regulatory requirements, and the independence and performance of TransCanada's internal and external auditors. The committee is also mandated to review and recommend to the board approval of TransCanada's audited annual and unaudited interim consolidated financial statements and related management discussion and analysis, and other corporate disclosure documents, including information circulars, the annual information form, all prospectuses, other offering memoranda, and any financial statements required by regulatory authorities, before they are released to the public or filed with the appropriate regulatory authorities. In addition, the committee reviews and recommends to the board the appointment and compensation of the external auditor, oversees the accounting, financial reporting, control and audit functions, and recommends funding of TransCanada's pension plans.

The committee oversees the operation of an anonymous and confidential toll-free telephone number for employees, contractors and the public to call with respect to perceived accounting irregularities and ethical violations, and has set up a procedure for the receipt, retention, treatment and regular review of any such reported activities. This telephone number is published on TransCanada's website at TransCanada.com, on its intranet for employees and in the company's Annual Report to shareholders.

The committee reviews the audit plans of the internal and external auditors and meets with them at the time of each committee meeting, in each case both with and without the presence of management. The committee annually receives and reviews the external auditor's formal written statement of independence delineating all relationships between itself and TransCanada and its report on recommendations to management regarding internal controls and procedures, and ensures the rotation of the lead audit partner having primary responsibility for the audit as required by law. The committee pre-approves all audit services and all permitted non-audit services. In addition, the committee discusses with management TransCanada's material financial risk exposures and the actions management has taken to monitor and control such exposures, reviews the internal control procedures to oversee their effectiveness, monitors compliance with TransCanada's policies and codes of business ethics, and reports on these matters to the board. The committee reviews and approves the investment objectives and choice of investment managers for the Canadian pension plans and considers and approves any significant changes to those plans relating to financial matters.

There were five meetings of the Audit Committee in 2016.

View Audit committee charter

Governance committee

Chair:
Kevin E. Benson

Members:
Derek H. Burney
S. Barry Jackson
Paula Rosput Reynolds
Indira Samarasekera
Siim Vanaselja

This committee is comprised of six independent directors and is mandated to enhance TransCanada's governance through a continuing assessment of TransCanada's approach to corporate governance. The committee is also mandated to identify qualified individuals to become board members, to recommend to the board nominees for election as directors at each annual meeting of shareholders and to annually recommend to the board placement of directors on committees. The committee annually reviews the independence status of each director in accordance with written criteria in order to provide the Board with guidance for its annual determination of director independence and for the placement of members on committees.  The committee also oversees the risk management activities of TransCanada. The committee monitors, reviews with management and makes recommendations related to TransCanada’s risk management programs and policies on an ongoing basis.

The committee reviews and reports to the board on the performance of individual directors, the Board as a whole and each of the committees, in conjunction with the chair of the board. The committee also monitors the relationship between management and the board, and reviews TransCanada's structures to ensure that the board is able to function independently of management. The committee chair annually reviews the performance of the chair of the board. The committee is also responsible for an annual review of director compensation and for the administration of the Share Unit Plan for Non-Employee Directors (2013), including the granting of units under the plan.

The committee monitors best governance practice and ensures any corporate governance concerns are raised with management. The committee also ensures the company has a best practice orientation package and monitors continuing education for all directors.  In addition, the committee has responsibility for oversight of the company’s strategic planning process.

The committee reviews and makes recommendations to the board on the programs and practices utilized by the board and its committees to monitor the key business risks of the company.

There were three meetings of the Governance Committee in 2016.

View Governance committee charter

Health, Safety and Environment committee

Chair:
D. Michael G. Stewart

Members:
Stéphan Crétier
John E. Lowe
Mary Pat Salomone
Richard E. Waugh

This committee is comprised of six independent directors and is mandated to monitor the health, safety, security and environmental practices and procedures of TransCanada and its subsidiaries for compliance with applicable legislation, conformity with industry standards and prevention or mitigation of losses. The committee also considers whether the implementation of TransCanada's policies related to health, safety and environmental matters are effective. The committee reviews reports and, when appropriate, makes recommendations to the board on TransCanada's policies and procedures related to health, safety, security and the environment. This committee meets separately with officers of TransCanada and its business units who have responsibility for these matters and reports to the board on such meetings.

There were four meetings of the Health, Safety and Environment Committee in 2016.

View Health, Safety and Environment committee charter

Human Resources committee

Chair:
Paula Rosput Reynolds

Members:
S. Barry Jackson
Mary Pat Salomone
Siim A. Vanaselja
Richard E. Waugh

This committee is comprised of six independent directors and is mandated to review the Company's human resources policies and plans, oversee the compensation programs, and to assess the performance of the Chief Executive Officer (CEO) and other senior executive officers of TransCanada against pre-established performance objectives. A report of senior management development and succession is prepared annually for presentation to the board which the committee reviews on an annual basis.  The committee reports to the board with recommendations on the remuneration package for the senior executive officers of TransCanada, including the CEO. The committee approves all longer-term compensation including stock options and any major changes to TransCanada's company-wide compensation and benefit plans.  The committee considers and approves any changes to TransCanada's pension plans relating to benefits provided under these plans. The committee is also responsible for the review of the executive share ownership guidelines.

There were five meetings of the Human Resources Committee in 2016.

View Human Resources committee charter

The Board of Directors of TransCanada Corporation and the Board of Directors of TransCanada Pipelines Limited and the respective Board Committees are identical in membership and meet concurrently. Governance documents are reviewed and approved by the Governance Committee. All governance documents of TransCanada Corporation apply equally to TransCanada Pipelines Limited and have been adopted by both boards.

TransCanada's principal objective in directing and managing its business and affairs is to enhance shareholder value. We believe that effective corporate governance improves and benefits all shareholders. We also believe that director, management and employee honesty and integrity are vital factors in ensuring good corporate governance.

TransCanada's Code of Business Ethics applies to all our employees, directors, officers and contract workers.

Code of Business Ethics

Ethics help-line

The audit committee of the board of directors has established an anonymous and confidential toll-free telephone number for employees, contractors and others to call with respect to perceived accounting irregularities and ethical violations. For more information, please call the Ethics Help-Line at 1.888.920.2042 or visit our Contact page.