Topic:"Boards Regulatory Rules" in M12835

Nova Scotia Energy Reform Act: On October 15, 2025, the Nova Scotia Independent Energy System Operator ("IESO Nova Scotia") announced that the organization will be phased in over two phases during an 18-month period. On December 1, 2025, t...

AI summary The Nova Scotia Independent Energy System Operator (IESO Nova Scotia) will be phased in over 18 months, with the first phase completed in December 2025 and the second by 2027. This follows Bill 404 - Energy Reform (2024) Act, which established the Nova Scotia Energy Board (NSEB) and initiated the transition to IESO Nova Scotia.

Appointments Effective February 11, 2025, Dan Muldoon joined the NSPI Board of Directors. Mr. Muldoon retired as the Executive Vice President, Project Development and Operations Support at Emera in 2025. Effective December 1, 2025, Jared G...

AI summary The document outlines key appointments to NSPI's leadership, including Dan Muldoon joining the Board, Jared Green as CFO, and Vivek Sood as CEO, each bringing extensive experience from Emera, TriSummit Utilities, and Sobeys Inc., effective from February 2025 to March 2026.

Appointment and Revocation of Proxies The individuals named in the accompanying form of proxy (the Proxy) are officers of the Company. A SHAREHOLDER WISHING TO APPOINT SOME OTHER PERSON (WHO NEED NOT BE A SHAREHOLDER) TO REPRESENT THEM AT...

AI summary The document outlines procedures for shareholders to appoint or revoke proxies for company meetings. Proxies must be submitted to Mark G. Everett, the Corporate Secretary, 48 hours before the meeting. Revocation requires written notice to the Corporate Secretary or the meeting chair prior to the meeting's commencement.

Board of Directors All Directors nominees are independent from management, except Mr. Sood, who is President and CEO, Mr. Balfour, who is President and CEO of Emera and Mr. Muldoon, the former Executive Vice President, Project Development...

AI summary The Board of Directors includes independent directors, except for three executives. Independence criteria are defined under Canadian securities laws, and independent directors receive only retainers. Nine Board meetings occurred in 2025, with in-camera sessions for independent directors led by the Lead Director since 2019.

Position Descriptions Chair of the Board The Chair of the Board, Mr. Balfour, is responsible for leading the Board in fulfilling its duties effectively and efficiently. The Chair helps ensure Board meetings function effectively, provides l...

AI summary The document outlines the roles and responsibilities of the Chair of the Board, Lead Director, and President/CEO of NSPI. It details governance structures, including the Lead Director's appointment process, duties, and evaluation of the Chair's performance, as well as the CEO's role as defined in contractual and corporate documents.

Nomination of Directors The Company's Board of Directors is responsible for providing the Company with a list of nominees for election as Directors prior to each Annual Meeting of shareholders of the Company. The Board creates and reviews...

AI summary The Company's Board of Directors is tasked with nominating directors for shareholder elections, using criteria such as professional skills, diversity, and Board composition. The Board reviews selection standards and ensures a balanced mix of qualifications and attributes.

Board Composition The Company is focused on establishing and maintaining a Board with a diverse mix of experience, skills, and backgrounds. To ensure that there are a significant number of women on the Company's Board of Directors, the Com...

AI summary The Company emphasizes diversity in its Board composition, with a 2021 policy requiring 30% female directors and equal numbers of female and male external directors. Current nominees include three female and three male independent external directors, meeting the 30% target and achieving 50% female representation among external nominees.

Ad Hoc Committees From time to time the Board may establish ad hoc committees to assist the Board on specific matters of a temporary nature, but the Board does not currently have any standing committees.

AI summary The Nova Scotia Energy Board may establish temporary ad hoc committees for specific matters but currently has no standing committees. This reflects the Board's flexible approach to addressing time-sensitive issues without permanent structures.

Board and Director Performance Assessments The Board regularly assesses its effectiveness in order to find ways to improve its performance. The Board annually reviews the process by which Director performance assessments will be conducted....

AI summary The Board conducts annual performance assessments of its directors using questionnaires and one-on-one interviews, with results reported to the Board. Action plans address identified issues, and the independent Lead Director evaluates the Chair's performance separately.

2025 Board and Director Performance Assessment For the 2025 Board and Director Performance Assessment, the Chair spoke to each Director of NSPI in order to receive feedback about the effectiveness of the Board's operation. The Chair report...

AI summary The 2025 Board and Director Performance Assessment involved the Chair evaluating NSPI directors and the Lead Director assessing the Chair's performance through independent director interviews. Both assessments were reported to the Board on February 11, 2026.

Nova Scotia Energy Reform Act On April 5, 2024, the Province enacted Bill 404 - Energy Reform (2024) Act. This legislation implements certain recommendations made by the Clean Electricity Solutions Task Force, which was established by the...

AI summary Nova Scotia enacted Bill 404 - Energy Reform (2024) Act, establishing the NSEB to regulate energy entities and transitioning to IESO Nova Scotia over 18 months. The legislation implements recommendations from the Clean Electricity Solutions Task Force, focusing on renewable energy transition and regulatory oversight.

Board Governance The Board's disciplined oversight helped keep Emera focused on creating and delivering long-term value, balance sheet strength, and responsible growth as we advanced major investments. In a year marked by record performanc...

AI summary The Board emphasized its oversight in ensuring Emera's long-term value and responsible growth, highlighted new board member Isabelle Courville, and noted the departure of Brian Porter and Jackie Sheppard. Cybersecurity and digital resilience were key focus areas, with the Board reinforcing vigilance amid evolving threats and digital transformation efforts.

Board of Directors Effective September 17, 2025, Isabelle Courville joined the Emera Board of Directors. Ms. Courville is Chair of the Board of Canadian Pacific Kansas City and previously served as President of Hydro-Québec Distribution an...

AI summary Isabelle Courville joined the Emera Board of Directors on September 17, 2025, bringing experience from Canadian Pacific Kansas City, Hydro-Québec Distribution, and Bell Canada's Enterprise Group.

Voting of Proxies The persons named in the Proxy will vote or withhold from voting the common shares (Common Shares) represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice wit...

AI summary The Proxy grants discretionary voting authority for unspecified matters, with shares voted in favor of such matters unless instructed otherwise. Management is unaware of additional agenda items. This outlines procedural voting rules for corporate governance.

DIRECTOR NOMINEES The Board of Directors of the Company (the Board of Directors or the Board) presently consists of 9 Directors and it is intended that there will be 9 Directors elected for the ensuing year. Directors are elected for a one...

AI summary The Board of Directors of the Company seeks to elect nine directors for a one-year term. Nominees include Mr. Balfour (also a director of Emera) and Mr. Sood (Trustee of Crombie REIT). The nominees' details, including residences and roles, are outlined, with no conflicts of interest disclosed.

Board of Directors All Directors nominees are independent from management, except Mr. Sood, who is President and CEO, Mr. Balfour, who is President and CEO of Emera and Mr. Muldoon, the former Executive Vice President, Project Development...

AI summary The Board of Directors consists of independent members, with exceptions for executive officers. Independence criteria are defined by Canadian securities laws, and nine meetings occurred in 2025, including in-camera sessions for independent directors. Directors receive only retainers and committee fees.

Board Mandate The Board of Directors is responsible for overseeing the management of the business of the Company. The Board is also responsible for overseeing matters of integrity, strategic planning, risk responsibility, leadership and su...

AI summary The Board of Directors oversees the Company's management, strategic planning, risk, leadership, financial reporting, customer service, health and safety, corporate communications, public disclosure, and corporate governance. This mandate outlines the Board's broad responsibilities in ensuring effective corporate oversight.

Position Descriptions Chair of the Board The Chair of the Board, Mr. Balfour, is responsible for leading the Board in fulfilling its duties effectively and efficiently. The Chair helps ensure Board meetings function effectively, provides l...

AI summary The document outlines the roles and responsibilities of the Chair of the Board, Lead Director, and President/CEO of Nova Scotia Power Inc. (NSPI). It details governance structures, including the Lead Director's appointment process, performance evaluations, and the Chair's leadership duties. Mr. Ivany was appointed Lead Director in May 2024, succeeding Mr. James Eisenhauer.