TC Energy

An independent board is a fundamental principle of governance. The Board believes that the majority of our directors must be independent in accordance with applicable Canadian legal requirements and guidelines, and consistent with the applicable independence criteria of the regulations of the SEC and rules of the NYSE.

The Governance committee and the Board review the independence of each Board member at least once a year. The Board considers whether directors serving on boards of non-profit organizations which receive donations from TC Energy post any potential conflict. The Governance committee also reviews family relationships and associations with companies that have relationships with TC Energy when it reviews director independence.

The Board has determined that 12 of 13 or 92 per cent of the directors are independent. Mr. Poirier is not independent because of his role as President and CEO.

Other than as noted above, none of the directors have a direct or indirect material relationship with TC Energy that could reasonably be expected to interfere with the exercise of his or her independent judgment.

The Board believes that it is important for it to be composed of qualified, diverse and knowledgeable directors. Due to the specialized nature of the energy infrastructure business, some of our directors can be associated with or sit on the boards of companies that ship natural gas or liquids through our pipeline systems. Transmission services on most of TC Energy’s pipeline systems in Canada and the U.S. are subject to regulation and, accordingly, we generally cannot deny transportation services to a creditworthy shipper. The Governance committee monitors relationships among directors to ensure that business associations do not affect the Board’s performance.

In circumstances where a director declares a material interest in any material contract or material transaction being considered at a meeting, the director is not present during the discussion and does not vote on the matter.