Ontario Power Generation
Committees of the Board
The Board has established several committees to focus on areas critical to the Company:
Audit and Finance Committee
The Committee is responsible for the integrity, quality and transparency of OPG’s financial information, the adequacy of the financial reporting process, the systems of internal controls, and OPG’s related principles, policies and procedures which Management have established. The Committee is also responsible for the oversight of the Company’s regulatory filings including financial statements, MD&A, and press releases prior to their disclosures to the public, and to approve on behalf of the Board, quarterly financial statements, recommend approval of the annual financial statements and various other annual disclosures of OPG Inc. to the Board. The Committee also provides oversight of the OPG Pension Fund, the Used Fuel Fund and the Decommissioning Fund, reviews the audited financial statements of the Funds and approves policies and procedures for the OPG Pension Fund.
Governance and Nominating Committee
The Committee develops governance principles for OPG that are consistent with high standards of corporate governance and reviewing and assessing on an ongoing basis OPG’s system of corporate governance with a view to maintaining these high standards. The Committee identifies and recommends candidates for election or appointment to the Board to be put before the Shareholder in the event of a vacancy on the Board. Finally, the Committee reviews and recommends OPG’s processes for director orientation, assessment, and compensation.
- Governance and Nominating Committee Charter
- Governance and Nominating Committee Chair Position Description
Nuclear Oversight Committee
The Committee is responsible for the oversight of safe and efficient operations of OPG’s nuclear facilities, regulatory compliance of OPG’s nuclear facilities, and nuclear project risk, development and execution. The Committee is also responsible for reviewing annually, and confirming, the appointment of external advisors/assessors, and reviewing the results of major findings from internal and external assessments. The Committee ensures that OPG’s nuclear facilities and materials are in compliance with existing laws and Canadian Nuclear Safety Commission regulations and the Committee monitors OPG’s nuclear waste and decommissioning liabilities and operations.
Risk Oversight Committee
The Committee is responsible for oversight of enterprise-wide risk and business unit risk identification and management, (with the exception of nuclear, which remains under the jurisdiction of the Nuclear Oversight Committee) and the development and execution of major non-nuclear projects. The Committee is responsible for monitoring OPG’s risk tolerance, policies, programs and procedures for identifying and assessing significant risks, monitoring the effectiveness of OPG’s risk management, and ensuring appropriate risk-transfer programs are in place. The Committee reviews Management’s assessment of significant operational, transactional, and strategic risks to achieving Business Plan objectives in the Hydroelectric, Thermal, Energy Markets, Information Technology and all non-Nuclear and non-Finance Corporate and central support services. Additionally, the Committee reviews and monitors the definition, development, risk management and financing of complex major non-nuclear projects.
Compensation and Human Resources Committee
This Committee focuses on human resources related areas including compensation practices, CEO objectives and compensation, disclosure on compensation and human resources matters, leadership talent review including succession planning, human resources policies related to employee complaints, diversity and pay equity, organizational design, labour relations, pension plans and policies, and Board compensation, education and evaluation programs. The Committee is responsible for ensuring that an effective Code of Conduct is in place at OPG and monitoring compliance with the Code.
- Compensation and Human Resources Committee Charter
- Compensation and Human Resources Committee Chair Position Description
