Board Responsibility
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Board Responsiblity
The Board of Directors (the "Board") and Management of Fortis Inc. (the "Corporation") acknowledge the critical importance of good corporate governance practices in the proper conduct of the affairs of the Corporation.
 
The Corporation’s corporate governance practices comply with the Corporate Governance Guidelines promulgated in National Policy 58-201.

Disclosure of the Corporation’s approach to corporate governance in compliance with Form 58-101F1 (under National Instrument 58-101) is set out in the Corporate Governance Disclosure annexed as Schedule A in the Management Information Circular dated 04 April 2008.

The Board discharges its responsibilities directly and through three committees. A table reporting on meeting attendance by directors is detailed below.

For the 12-month period ended 31 December 2007, the Board held 13 meetings, the Audit Committee held 8 meetings, the Governance and Nominating Committee held 4 meetings and the Human Resources Committee held 3 meetings. Directors’ attendance was as follows:
   Board Meetings Attended   Committee Meetings Attended 
PETER E. CASE 13 of 13 8 of 8
FRANK J. CROTHERS 6 of 7 (1) (2)
GEOFFREY F. HYLAND 11 of 13 3 of 3
LINDA L. INKPEN 13 of 13 4 of 4
H. STANLEY MARSHALL 13 of 13    15 of 15 (3)
JOHN S. McCALLUM 13 of 13 12 of 12
HARRY McWATTERS 7 of 7 (1) 2 of 2
DAVID G. NORRIS 13 of 13 11 of 11
MICHAEL A. PAVEY 13 of 13 3 of 3
ROY P. RIDEOUT 12 of 13 7 of 7

(1) Messrs. Crothers and McWatters were elected to the Board in May 2007.
(2) Mr. Crothers is not a member of any committee because his relationship as an executive officer of a subsidiary of the Corporation during the preceding three-year period renders him not independent in accordance with the definition of independence prescribed by Section 1.4 of Multilateral Instrument 52-110 and consequently he will not be asked to serve on any committee until after the annual meeting in 2011.
(3) Mr. Marshall is not a member of the committees.  He attends committee meetings in this capacity as President and Chief Executive Officer of the Corporation as required.


Mandate of the Board of Directors

The Board of Fortis Inc. is responsible for the stewardship of the Corporation. The Board will supervise the management of the business and affairs of the Corporation and, in particular, will:

A. Strategic Planning and Risk Management

  1. Adopt a strategic planning process and approve, on an annual basis, a strategic plan for the Corporation which considers, among other things, the opportunities and risks of the business;
     
  2. Monitor the implementation and effectiveness of the approved strategic and business plan;
     
  3. Assist the CEO in identifying the principal risks of the Corporation’s business and the implementation of appropriate systems to manage such risks;

B. Management and Human Resources

  1. Select, appoint and evaluate the CEO, and determine the terms of the CEO’s employment with the Corporation;
     
  2. In consultation with the CEO, appoint all officers of the Corporation and determine the terms of employment, training, development and succession of senior management (including the processes for appointing, training and evaluating senior management);
     
  3. To the extent feasible, satisfy itself as to the integrity of the CEO and other officers and the creation of a culture of integrity throughout the Corporation;

C. Finances, Controls and Internal Systems

  1. Review and approve all material transactions including acquisitions, divestitures, dividends, capital allocations, expenditures and other transactions which exceed threshold amounts set by the Board;
     
  2. Evaluate the Corporation’s internal controls relating to financial and management information systems;

D. Communications

  1. Adopt a communication policy that seeks to ensure that effective communications, including statutory communication and disclosure, are established and maintained with employees, shareholders, the financial community, the media, the community at large and other security holders of the Corporation;
     
  2. Establish procedures to receive feedback from stakeholders of the Corporation and communications to the independent directors as a group;

E. Governance

  1. Develop the Corporation’s approach to corporate governance issues, principles, practices and disclosure;
     
  2. Establish appropriate procedures to evaluate director independence standards and allow the Board to function independently of management;
     
  3. Appoint from among the directors an Audit Committee and such other committees of the Board as deemed appropriate and delegate responsibilities thereto in accordance with their mandates;
     
  4. Develop and monitor policies governing the operation of subsidiaries through exercise of the Corporation’s shareholder positions in such subsidiaries;
     
  5. Develop and monitor compliance with the Corporation’s code of conduct;
     
  6. Set expectations and responsibilities of directors, including attendance at, preparation for and participation in meetings; and,
     
  7. Evaluate and review the performance of the Board, each of its committees and its members.