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## BOARD OF DIRECTORS (as at December 31, 2013) 

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Corporate Director 

Director, Business Development and Global Markets, for PwC Canada 

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Chair of the Board of Directors of OMERS Administration Corporation 

## Board Committees 

1 Audit and Finance Committee  The Audit and Finance Committee oversees the integrity of accounting policies and financial reporting, internal controls, internal audit, financial risk exposures, financial compliance and ethics policies. With the Company’s SEC registration in 2013, the Audit and Finance Committee mandate was updated to ensure compliance with U.S. securities legislation. The committee met six times in 2013. 

2 Corporate Governance Committee  The Corporate Governance Committee is responsible for the Board’s governance of the Company. It recommends issues to be discussed at meetings of the Board of Directors, reviews the mandate of the Board and each committee of the Board, conducts Board Assessments, monitors the quality of management’s relationship with the Board and recommends suitable nominees for election to the Board of Directors. The committee met seven times in 2013. 

3 Human Resources Committee  The Human Resources Committee is responsible for reviewing the appropriateness of the Company’s current and future organizational structure, succession plans for corporate and divisional officers, the code of business conduct, and the performance and remuneration of senior executives, including recommending to the Board the remuneration of the President and CEO. The committee met seven times in 2013. 

4 Business Transformation Committee  The Business Transformation Committee is responsible for assisting the Board in its oversight responsibilities in all matters related to the Company’s Cornerstone Project, the Advanced Distribution System and Continuous Innovation Strategy, and the planning, development and implementation of major transmission system or distribution projects, including projects described in the Corporation’s Green Energy Implementation Plan. The committee met seven times in 2013. 

5 Regulatory and Public Policy Committee  The Regulatory and Public Policy Committee monitors the Company’s compliance with applicable regulatory requirements and legislation, and is responsible for identifying, assessing and providing advice to the Board of Directors on public affairs issues that have a significant impact on the Company. The committee oversees compliance programs, policies, standards and procedures and reviews the Company’s proposals for rate applications, compliance actions and reports. The committee met five times in 2013. 

6 Health, Safety and Environment Committee  The Health, Safety and Environment Committee is responsible for reviewing occupational health, safety and environment policies, standards, and programs, compliance with occupational health, safety and environmental legislation, policies and standards, and public health and safety issues. The committee met four times in 2013. 

7 Investment – Pension Committee  The Investment – Pension Committee’s primary function is to assist the Board in fulfilling its oversight responsibilities in all matters related to the Corporation’s Pension Plan including the Hydro One Pension Fund. The committee met five times in 2013. 

