content_image/257841.jpg
## GOVERNANCE 

We believe that effective governance is a major contributor to long-term performance and investor confi dence. Our corporate governance practices are consistent with the following, as adopted by the Canadian Securities Administrators: 

National Policy 58-201 – Corporate Governance Guidelines (NP 58-201) 

National Instrument 58-101 — Disclosure of Corporate Governance Practices (NI 58-101) 

National Instrument 52-110 — Audit Committees (NI 52-110) 

National Instrument 52-109 — Certification of Disclosure in Issuers’ Annual and Interim Filings (CSox) 

Form 58-101F1 — Corporate Governance Disclosure (58-101F1) 

## HIGHLIGHTS 

Voting is by individual director, we have a majority voting policy and we disclose the voting results on all items of business within five business days of a shareholder meeting 

We maintain separate chair and CEO positions so the board can function independently and monitor management’s decisions and actions and effectively oversee our affairs 

The majority of our board (83%) is independent 

The Chair of the board and the chair of the Capital Power nominated directors (chair of the non-EPCOR elect directors) are independent 

The board has developed clear position descriptions for the Chair of the board, chair of the non-EPCOR elect directors, each committee and the CEO 

<img src='content_image/257841.jpg'>

You can find a copy of our corporate governance policy on our website (www.capitalpower.com). In addition, detailed information on the Board’s mandate, its committees, Directors’ biographies and highlights of the Board and committee work in 2012 can be found in the Management Proxy Circular, which can also be found on our website (www.capitalpower.com) or on SEDAR (www.sedar.com). 

Our Audit Committee is 100% independent 

Four of the five members of our Corporate Governance, Compensation and Nominating Committee are independent 

Directors must meet share ownership requirements within five years of joining the board (three times their annual cash and equity retainer in Capital Power DSUs and/ or common shares) 

Our board has a formal, written mandate 

Directors meet regularly without management present (in-camera) 

We expect 100% attendance of our directors. The Corporate Governance, Compensation and Nominating Committee reviews the attendance record to ensure directors have attended at least 80% of board meetings and their respective committee meetings 

The board has adopted a written code of business conduct and ethics, and monitors our compliance with it 

The board oversees strategic planning, risk management, succession planning and leadership development 

We conduct an advisory vote on executive compensation, giving shareholders a say on pay 

We adopted an incentive clawback policy and anti-hedging policy, further aligning the interests of executives and shareholders 

We have orientation and continuing education programs for our directors 

We maintain a skills matrix to assist in planning, developing and managing the skills and competencies of the board 

Board, committee and individual director assessments are conducted every year 

