Committees of the Board

The following committees were created to help the Boards of Directors carry out their duties. The committees meet regularly and provide feedback on their discussions to their respective Boards.

Hydro Ottawa Holding Inc.

Audit

The Audit Committee reviews financial statements, accounting practices and policies, auditing processes and the results of internal and external audits and related matters. It also oversees financial risk management and assesses internal controls. In 2009, the committee was consolidated with the Audit Committee of Hydro Ottawa Limited to improve the efficiency of committee oversight. Its membership also includes representatives of the Board of Directors of Hydro Ottawa Limited.

Governance and Management Resources

The Governance and Management Resources Committee reviews the Corporation’s governance structures and practices to ensure that the Board of Directors can fulfill its mandate. It reviews management resources and compensation practices to ensure systems are in place to attract, retain and motivate qualified management employees. It also reviews and assesses the performance of the President and Chief Executive Officer, oversees the Board Assessment process, and monitors compliance with codes of conduct. Its membership also includes representatives of the Board of Directors of Hydro Ottawa Limited.

Nominating

The Nominating Committee, with the assistance of outside consultants, identifies and evaluates potential candidates for appointment as Directors. The Nominating Committee makes recommendations to the shareholder (represented by Ottawa City Council) for the appointment of directors.

Strategic Initiatives Oversight

The Strategic Initiatives Oversight Committee is responsible for assisting management and the Board of Directors in overseeing the development and implementation of certain key strategic initiatives. The Committee also assists in the review and pursuit of business development, acquisition and investment opportunities.

Board of directors