Entire Document

Enbridge Inc. filed this Form 8-K on 3/9/2020

8-K
ENBRIDGE INC false 0000895728 0000895728 2020-03-09 2020-03-09 0000895728 us-gaap:CommonStockMember 2020-03-09 2020-03-09 0000895728 enb:Sec6.375FixedtofloatingRateSubordinatedNotesSeries2018bDue2078Member 2020-03-09 2020-03-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 9, 2020

IMAGE

ENBRIDGE INC.

(Exact Name of Registrant as Specified in Charter)

Canada

 

001-15254

 

98-0377957

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

200, 425 - 1st Street S.W.

Calgary, Alberta, Canada T2P 3L8

(Address of Principal Executive Offices) (Zip Code)

1-403-231-3900

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

 

Common Shares

 

 

ENB

 

 

New York Stock Exchange

         

6.375% Fixed-to-Floating Rate Subordinated Notes Series 2018-B due 2078

 

ENBA

 

New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


Item 8.01 Other Events.

Enbridge Inc. (the “Company”) is a foreign private issuer that prepares its management information circular, as required, in accordance with Canadian corporate and securities law requirements. The Company currently continues to file its periodic and current reports on U.S. domestic issuer forms. The Company’s Notice of 2020 Annual Meeting of Shareholders and Management Information Circular, dated March 2, 2020, has been filed with the Canadian securities regulatory authorities on March 9, 2020, and is also being filed on this current report on Form 8-K.

A copy of the Company’s Notice of 2020 Annual Meeting of Shareholders and Management Information Circular is attached as Exhibit 99.1 to this current report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits 

 Exhibit 

 Number 

 

   

Description

 

         
         
 

99.1

   

Notice of 2020 Annual Meeting of Shareholders and Management Information Circular

         
 

104

   

Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

ENBRIDGE INC.

(Registrant)

             

  Date: March 9, 2020

 

 

By:

 

  /s/ Karen K.L. Uehara

 

 

 

   Karen K.L. Uehara

   Vice President & Corporate Secretary

   (Duly Authorized Officer)

EX-99.1

LOGO

 

  

 

March 2, 2020

 

Notice of 2020 Annual Meeting of Shareholders

and Management Information Circular

 

LOGO


Letter to Shareholders   
Notice of 2020 annual meeting of shareholders   
Management Information Circular   

Management Information Circular summary

     1  

About this Management Information Circular

     3  
Meeting information      3  
Voting information      4  

Who can attend the Meeting and vote

     4  

Voting recommendations

     4  

How to vote

     5  
Business of the Meeting      9  

Financial statements

     9  

Item 1: Election of directors

     9  

Item 2: Appointment of our auditor

     21  

Item 3: Amendment, reconfirmation and approval of the Enbridge Shareholder Rights Plan

     22  

Item 4: Ratification, confirmation and approval of certain amendments to General By-Law No. 1 of Enbridge

     23  

Item 5: Advisory vote on our approach to executive compensation

     24  
Statement of corporate governance      26  

Our governance practices

     26  

Governance highlights

     26  

Key governance documents

     27  

A culture of ethical conduct

     27  

Interest of informed persons in material transactions / transactions with related persons

     28  

The role of the Board

     30  

Our expectations of our directors

     33  

Board evaluation

     35  

Diversity and inclusion

     37  

Environmental, social and governance matters

     39  

Shareholder engagement

     40  

Board committees

     41  
Director compensation      50  

Director compensation table

     53  
Security ownership of certain beneficial owners and management      55  
Compensation discussion and analysis      59  

Executive summary

     60  

Compensation policies and practices

     61  

Assessing 2019 performance

     61  

Approach to executive compensation

     62  

2019 compensation decisions

     64  

Total direct compensation for Named Executive Officers

     72  

Compensation governance

     79  

Executive compensation tables and other compensation disclosures

     84  
Appendix A – Shareholder Rights Plan Summary      98  
Appendix B – Amended & Restated General By-Law No. 1      101  
Appendix C – Terms of Reference for the Board of Directors      109  
Appendix D – Non-GAAP reconciliation      111  


LOGO

 

Letter to

Shareholders

 

 

Dear Shareholder,

  LOGO

We’re pleased to invite you to Enbridge’s 2020 Annual Meeting of Shareholders (annual meeting) to be held on May 5, 2020 at 1:30 p.m. MDT, at which we’ll update you on the substantial progress we’ve made on our strategic priorities and our vision to be the leading energy delivery company in North America. At Enbridge, safety is a core value and our top priority. This year, out of an abundance of caution, to proactively deal with the unprecedented public health impact of coronavirus disease 2019, also known as COVID-19, and to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders, we will hold our annual meeting in a virtual only format, which will be conducted via live audio webcast. Shareholders will have an equal opportunity to participate at the annual meeting online regardless of their geographic location. At the annual meeting, you’ll have the opportunity to ask questions and vote on a number of important matters. We encourage you to participate in the annual meeting and we look forward to discussing the Enbridge story and progress on our priorities. Inside this document, you will find important information and detailed instructions about how to participate at our virtual annual meeting.

 

Progress on our strategic priorities

 

      

2019 was the final year of the three-year plan that we established following the acquisition of Spectra Energy. Acquiring Spectra was a transformational step for Enbridge because it strategically repositioned the company for the future by re-aligning our asset mix and diversifying our opportunity set. Over the last three years, we’ve successfully completed the integration of the two companies, realizing synergies that came in above of what we targeted, sold $8 billion of non-core assets, significantly streamlined our corporate structure, strengthened our balance sheet and financial flexibility, and placed $28 billion of new projects into service – including $9 billion in 2019. We also delivered on our promise to increase the dividend by 10% annually over the last three years.

 

Our focus has now shifted to optimizing our strategic asset base, enhancing our competitive position and returns, and securing additional growth well into the future. Throughout the year, we made significant progress on these objectives within each of our three core businesses: Liquids Pipelines, Gas Transmission & Midstream, and Gas Distribution and Storage.

    

 

Our Values

 

We adhere to a strong set of core values – Safety, Integrity and Respect – that reflect what is truly important to us as a company. We believe that the outcome of living our values is a long-term, sustainable company. To us that means delivering the energy people need and want in a way that is environmentally, socially and economically responsible.

 

 

 

In 2019, we delivered strong operating and financial results at the high-end of our guidance range. We increased our 2020 dividend by just under 10% and total shareholder return was 30%.

The safety and reliability of our systems is our #1 priority. While we had good results in many areas of safety and reliability, we experienced incidents in our gas transmission business, one of which caused a fatality—and our hearts go out to the family. We want you to know that no incident is acceptable to us, and events of 2019 deepen our resolve to ensure the safety and integrity of our systems.

 

 

Enbridge Inc. 2020 Management Information Circular


We encourage you to review the letter to shareholders in our annual report, which outlines our performance in 2019.

 

Delivering long-term value

 

Enbridge’s purpose is to provide safe, reliable energy that fuels people’s quality of life. To continue to fulfil this purpose, we’re focused on both preserving and enhancing the strength of our best-in-class core businesses and positioning Enbridge to take advantage of emerging opportunities in an evolving energy environment. This includes building a diverse team that’s equipped to solve future energy challenges and drive our business forward, which is why we’ve prioritized both succession planning and leadership and career development, and why we encourage innovative ways of thinking in everything we do at Enbridge.

 

We value diversity in the broadest sense, including diversity of thought, perspectives and life experiences, and we’re working to increase representation of diverse talent across the organization and to create an inclusive environment. We’re committed to this and we’re proud that women comprise 42% of our Board (five of 12 directors), and at other senior levels women make up 28% of all leadership roles.

 

Enbridge has a long history of responding to change, and today it’s about where we invest and how we approach the business, as well as our focus on our people, technology, and environmental, social and governance (ESG) practices.

 

Long before the acronym was coined, we’ve integrated ESG considerations into our business decision-making. This includes active and effective Board oversight, as well as policies, sound management practices and strategies to address the environmental and social issues of greatest importance to our business and stakeholders. For example, one of our focus areas is to build respectful, long-term relationships with the 200 Indigenous nations and groups in Canada and 30 federally recognized Native American Tribes in the U.S that we work with regularly.

 

Looking ahead, our strategic priorities include growing our core businesses, improving our competitive position and maintaining a strong financial position. We’ll also continue orienting development of our liquids and natural gas pipeline infrastructure to capitalize on export-market opportunities. Our emerging renewables business further compliments our low-risk business model and supports our increasing focus on the energy transition to a lower-carbon economy.

   

 

Committed to transparency

 

We hold ourselves accountable for our performance, and we are always looking for opportunities to enhance communicating with you, the communities we are part of and the general public. In 2019, in addition to our annual Sustainability Report, we released a Climate Report entitled Resilient Energy Infrastructure – Addressing Climate-Related Risks and Opportunities. In the report, we address recommendations made by the Task Force on Climate-related Financial Disclosures (TCFD) and expand our reporting on governance, risk management and opportunities, and strategic decisions with respect to climate change. This report follows our discussion paper published in 2018 on Indigenous Rights and Relationships in North American Energy Infrastructure – the first of its kind in the energy industry. These reports are available at Enbridge.com.

 

 

   

 

LOGO

 

 

 

LOGO

   

 

 

Enbridge Inc. 2020 Management Information Circular


Enhanced reporting

The Board is ultimately responsible for governance and stewardship of your company. Inside this document you’ll find information on how the Board oversees strategy and the management of financial, commercial, environmental and social risks and opportunities facing our business. We outline the duties and responsibilities of each of our five standing Board committees and how they were carried out in 2019.

You’ll also find enhanced reporting on diversity and sustainability, as well as information on our director nominees, our auditors, the renewal of our shareholder rights plan, our by-law amendments, our director and executive compensation, and the “say on pay” advisory vote on executive compensation.

On behalf of the Board, we would like to welcome Greg Goff to the Board. Greg’s 30 years of energy industry experience make him a strong addition to our Board and we look forward to his contributions.

Also, we would like to acknowledge and thank Cathy Williams who will be retiring at this year’s meeting. Cathy brought valuable financial and energy industry experience to her role as a director. Her leadership and dedication will be missed. 11 of our 12 Board members are standing for re-election this year. We were deeply saddened by the untimely passing last year of Michael Phelps who served on our Board starting in February 2017. Michael was a valued member of the Board, colleague and friend and he will be missed by all of us.

We encourage you to take time to review this document and vote your shares, either by proxy or by attending the virtual annual meeting.

Engaging with investors and key stakeholders continues to be a priority for both management and the Board. We look forward to your participation at the virtual annual meeting.

On behalf of the Board and management, thank you for your continued confidence in Enbridge Inc.

 

 

 

LOGO

 

Al Monaco

  

 

LOGO

 

Gregory L. Ebel

President & Chief Executive Officer    Chair, Board of Directors
  

Calgary, Alberta

March 2, 2020

 

 

Enbridge Inc. 2020 Management Information Circular


LOGO

 

Dear Shareholder,

 

We invite you to attend Enbridge Inc.’s 2020 annual meeting of shareholders (the “Meeting”).

 

Items of business

 

The Meeting will be held for the following purposes:

 

   to receive the audited consolidated financial statements and the report of the auditors for the year ended December 31, 2019;

 

   to vote on:

 

ITEM 1:  election of the director nominees identified in the management information circular to serve as directors until the close of the next annual meeting of shareholders

 

ITEM 2:  appointment of PricewaterhouseCoopers LLP as independent auditors of the company and authorizing the directors to set their remuneration

 

ITEM 3:  amending, reconfirming and approving our shareholder rights plan

 

ITEM 4:  ratifying, confirming and approving certain amendments to General By-Law No. 1 of Enbridge

 

ITEM 5:  a non-binding advisory vote on our approach to executive compensation (say on pay)

 

   to consider such other matters as may properly be brought before the Meeting or any adjournment or postponement thereof.

 

Your vote is important

 

If you are a shareholder of record of Enbridge Inc. common shares at the close of business on March 9, 2020, you are entitled to receive notice of, attend and vote your common shares at the Meeting, or at a reconvened meeting, if the Meeting is postponed or adjourned. Please remember to vote your common shares.

 

This year, out of an abundance of caution, to proactively deal with the unprecedented public health impact of coronavirus disease 2019, also known as COVID-19, and to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders, we will hold our Meeting in a virtual only format, which will be conducted via live audio webcast. Shareholders will have an equal opportunity to participate at the Meeting online regardless of their geographic location.

 

Registered shareholders and duly appointed proxyholders will be able to attend the Meeting, ask questions and vote, all in real time, provided they are connected to the internet and comply with all of the requirements set out in the management information circular. Non-registered (or beneficial) shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, but guests will not be able to vote at the Meeting.

 

       

    

Notice of 2020

annual

meeting of

shareholders

 

When

 

May 5, 2020

1:30 p.m. (Mountain Daylight Time)

(“MDT”)

 

Where

 

Virtual only Meeting via live audio webcast online at https://web.lumiagm.com/114256836

 

Materials

 

A Notice of Availability of Proxy Materials for the 2020 Annual Meeting of Shareholders of Enbridge Inc. (the “Notice”) is being mailed to shareholders on or about March 20, 2020.

 

We are providing access to the management information circular and annual report via the Internet using the “notice and access” system. These materials are available on the website referenced in the Notice (www.envisionreports.com/ENB2020).

 

 

 

  

 

 

Enbridge Inc. 2020 Management Information Circular


A shareholder who wishes to appoint a person other than the management nominees identified on the form of proxy or voting instruction form (including a non-registered shareholder who wishes to appoint themselves to attend) must carefully follow the instructions in the management information circular and on their form of proxy or voting instruction form. These instructions include the additional step of registering such proxyholder with our transfer agent, Computershare Trust Company of Canada, after submitting their form of proxy or voting instruction form. Failure to register the proxyholder with our transfer agent will result in the proxyholder not receiving a Control Number to participate in the Meeting and only being able to attend as a guest.

The Board of Directors has approved the contents of this management information circular and has authorized us to send it to you. Please read the enclosed management information circular to learn more about the Meeting, our director nominees, our shareholder rights plan, our General By-Law No. 1 and our executive compensation and governance practices.

By order of the Board of Directors,

 

 

LOGO

Karen Uehara

Vice President & Corporate Secretary

Calgary, Alberta

March 2, 2020

 

 

Enbridge Inc. 2020 Management Information Circular


Management Information Circular summary

In this summary, we highlight certain information you will find in this Management Information Circular. This summary does not contain all of the information that you should consider. Please review the entire Management Information Circular carefully before casting your vote.

Enbridge 2020 annual meeting of shareholders

 

  About the Meeting    You are requested to vote on the following
matters at the Meeting
   Board
Recommendation
           For more
information
 

  When

  May 5, 2020, 1:30 p.m. MDT

  

ITEM 1: Election of directors

election of the 11 director nominees identified in the Management Information Circular to serve as directors until the close of the next annual meeting of shareholders

   FOR

each nominee

          page 9  

  Where

  Virtual only Meeting via live audio webcast

  online at https://web.lumiagm.com/114256836

  

ITEM 2: Appointment of our auditor

appointment of PricewaterhouseCoopers LLP (“PwC”) as independent auditors of the company and authorizing the directors to set their remuneration

   FOR

this resolution

          page 21  

  Record Date

  March 9, 2020

   ITEM 3: Amending, reconfirming and approving our shareholder rights plan    FOR

this resolution

          page 22  

  Mailing

A Notice of Availability of Proxy Materials for the 2020 Annual Meeting of Shareholders of Enbridge Inc. (the “Notice”) is being mailed to shareholders on or about March 20, 2020.

   ITEM 4: Ratifying, confirming and approving certain amendments to General By-Law No. 1 of Enbridge    FOR

this resolution

          page 23  
     ITEM 5: Advisory vote on our approach to executive compensation (say on pay)    FOR

this resolution

          page 24  

The 11 nominated directors receiving the highest number of “FOR” votes duly cast at the Meeting will be duly elected to the Board. Each of Items 2, 3, 4 and 5 above must receive an affirmative majority of votes duly cast at the Meeting to be approved.

Director nominees

The following table provides summary information about each nominee director. For more detailed information on director nominees, see “Director profiles” beginning on page 10.

 

  Name   Director
since
     Principal occupation   Independent        Committee service   2019 voting    
results    

Gregory L. Ebel

(Chair)

         2017   

Corporate Director

   No                 –         88.58%  

Pamela L. Carter

         2017   

Corporate Director

   Yes                 CSRC / GC* / S&RC       93.80%  

Marcel R. Coutu

         2014   

Corporate Director

   Yes                 AFRC / GC / HRCC       87.86%  

Susan M. Cunningham

         2019   

Advisor, Darcy Partners

   Yes                 HRCC / S&RC       96.58%  

J. Herb England

         2007   

Chair & CEO of
Stahlman-England Irrigation Inc.

   Yes                 AFRC* / GC       96.84%  

Charles W. Fischer

         2009   

Corporate Director

   Yes                 AFRC / CSRC /S&RC*       98.81%  

Gregory J. Goff

         2020   

Corporate Director

   Yes                 –         n/a  

V. Maureen Kempston Darkes

         2010   

Corporate Director

   Yes                 CSRC* / HRCC / S&RC       96.46%  

Teresa S. Madden

         2019   

Corporate Director

   Yes                 AFRC / GC       98.98%  

Al Monaco

(President & CEO)

         2012   

President & CEO of Enbridge

   No                 –         98.86%  

Dan C. Tutcher

         2006   

Managing Director and Portfolio Manager, Brookfield

   No                 CSRC / S&RC       98.55%  

 

*

Chair

AFRC

Audit, Finance & Risk Committee

GC

Governance Committee

S&RC

Safety & Reliability Committee

CSRC

Corporate Social Responsibility Committee

HRCC

Human Resources & Compensation Committee

 

 

 

Enbridge Inc. 2020 Management Information Circular    1


Corporate governance highlights

We are committed to strong and sustainable corporate governance, which promotes the long-term interests of our shareholders, strengthens the Board and management accountability and helps build public trust in Enbridge. As at the date of this Management Information Circular, highlights of our strong corporate governance include:

 

 Annual election of all directors

  

 42% women directors

  

 Share ownership guidelines for directors and executives

 Separate Chair and CEO

  

 Majority independent directors

  

 Independent audit, compensation and nominating committees

 Majority voting policy for directors

  

 Statement on business conduct and ethics & compliance program

  

 Annual advisory vote on executive compensation

 Diversity policy for directors and senior management

  

 Individual director election (no slate voting)

  

 Board renewal 42% directors <5 years tenure

 Regular executive sessions of non-management directors

  

 Annual Board, committee and director evaluation process

  

 Board orientation/education program

 Risk oversight by Board and Board committees

  

 Incentive compensation clawback policy

  

 Prohibition on hedging or pledging for directors, executives and all employees

 No dual class share structure

  

 Executive compensation pay-for-performance philosophy

  

 Whistle blower policy

 Political contributions policy

  

 Sustainability reporting

  

 Shareholder engagement on ESG matters

 

 

2    Enbridge Inc. 2020 Management Information Circular


About this Management Information Circular

This management information circular (the “Management Information Circular”), including all appendices hereto, is being furnished in connection with the solicitation of proxies by or on behalf of management of Enbridge Inc. (“Enbridge”) for use at the annual meeting (the “Meeting”) of the shareholders of Enbridge to be held on May 5, 2020 at 1:30 p.m. (MDT), or at any adjournment(s) or postponement(s) thereof, for the purposes set out in the Notice of Meeting. The Meeting will be held in a virtual only format, which will be conducted via live audio webcast. Shareholders will not be able to attend the Meeting in person. A summary of the information shareholders will need to attend the Meeting online is provided below. See “Voting information” below.

We expect that the solicitation of proxies will be by mail. Proxies may also be solicited personally, by telephone, e-mail, Internet, facsimile or other means of communication by officers, employees and agents of Enbridge. The cost of solicitation will be borne by Enbridge.

As of June 30, 2019, Enbridge regained its status as a “foreign private issuer” pursuant to applicable U.S. securities laws and is therefore exempt from the proxy rules under the U.S. Securities Exchange Act of 1934 (“Exchange Act”). Accordingly, this Management Information Circular has been prepared in compliance with Canadian securities law and regulations. In addition, as a foreign private issuer, we are permitted to follow home country practice instead of certain governance requirements set out in the New York Stock Exchange (“NYSE”) rules, provided we disclose any significant differences between our governance practices and those required by the NYSE. Further information regarding those differences is available on our website (www.enbridge.com).

In this Management Information Circular, “you” and “your” mean holders of common shares of Enbridge (“Enbridge shares” or “common shares”). “We”, “us”, “our”, “company” and “Enbridge” mean Enbridge Inc. “Board of Directors” or “Board” means the Board of Directors of Enbridge. All dollar amounts are in Canadian dollars (“C$” or “$”) unless stated otherwise. US$ means United States of America (“U.S.”) dollars. Unless stated otherwise, information in this Management Information Circular is given as of March 2, 2020, the date of this Management Information Circular.

Information contained on or otherwise accessible through Enbridge’s website or other websites, though referenced herein, does not form part of and is not incorporated by reference into this Management Information Circular.

Delivery of Materials

We are providing access to this Management Information Circular and our annual report on Form 10-K for the fiscal year ended December 31, 2019 (the “2019 annual report”, and together with this Management Information Circular, the “proxy materials”), via the Internet using the “notice and access” system to both our registered and beneficial shareholders. This means that we will post our Management Information Circular and our 2019 annual report online for our shareholders to access electronically. You will receive a package in the mail with a Notice outlining the matters to be addressed at the meeting and explaining how to access and review the proxy materials electronically, how to request a paper copy of the proxy materials at no charge and how to return your proxy or voting instructions. You will also receive a form of proxy or voting instruction form in the mail so you can vote your common shares. All applicable meeting materials will be forwarded to beneficial shareholders at Enbridge’s expense.

Enbridge will provide paper copies of the Management Information Circular to shareholders who have standing instructions to receive, or for whom Enbridge has otherwise received a request to provide, paper copies.

Notice and access is an environmentally friendly and cost-effective way to distribute the proxy materials because it reduces printing, paper and postage.

Meeting information

Meeting date, time and location

May 5, 2020 at 1:30 p.m. (Mountain Daylight Time)

Virtual only Meeting via live audio webcast

online at https://web.lumiagm.com/114256836

Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting. Non-registered (beneficial) shareholders who have not duly appointed themselves as proxyholders may attend the Meeting as guests. Guests will not be able to vote at the Meeting.

 

 

Enbridge Inc. 2020 Management Information Circular    3


We need a quorum

We need a quorum to hold the Meeting and transact business. This means at least three persons holding, or representing by proxy, at least 25% of the total number of issued and outstanding Enbridge shares. If you submit a properly executed form of proxy or vote by telephone or the Internet, you will be considered part of the quorum.

Why is Enbridge having a virtual only Meeting?

This year, out of an abundance of caution, to proactively deal with the unprecedented public health impact of coronavirus disease 2019, also known as COVID-19, and to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders, we will hold our Meeting in a virtual only format, which will be conducted via live audio webcast. Shareholders will have an equal opportunity to participate at the Meeting online regardless of their geographic location.

How will shareholders be able to participate at the Meeting?

Registered shareholders and duly appointed proxyholders who participate at the Meeting online will be able to listen to the Meeting, ask questions and vote, all in real time, provided they are connected to the internet and comply with all of the requirements set out below under “How to vote” and “How do I attend and participate at the Meeting?”.

Non-registered (beneficial) shareholders who have not duly appointed themselves as proxyholders may still attend the Meeting as guests. Guests will be able to listen to the Meeting but will not be able to vote at the Meeting. See “How to vote” and “How do I attend and participate at the Meeting?” below.

Voting information

Please carefully read this section, as it contains important information regarding how to vote your Enbridge shares. Enbridge has sent or caused to be sent forms of proxy to our registered shareholders and voting instruction forms to our non-registered shareholders.

Who can attend the Meeting and vote?

The Board has fixed March 9, 2020 as the record date for the purpose of determining shareholders entitled to receive the Notice of Meeting and to vote at the Meeting or any adjournment or postponement thereof. Only holders of common shares at 5:00 p.m. (Eastern Daylight Time) on the record date are entitled to vote at the Meeting. Our authorized share capital consists of an unlimited number of common shares and an unlimited number of preference shares, issuable in series. Preference shares do not have voting rights. Each holder of common shares on the record date is entitled to one vote for each common share held.

Who is soliciting my proxy?

Management of Enbridge is soliciting your proxy in connection with this Management Information Circular and the Meeting. The cost of this solicitation will be borne by the company. Proxies will be solicited by mail, in person, by telephone or by electronic communications. To encourage you to vote, Enbridge employees may contact you in person or by phone. We pay for the cost of soliciting your vote and our employees do not receive a commission or any other form of compensation for it.

Voting recommendations

The Board recommends that you vote:

 

 

FOR the election of each of the 11 nominated directors;

 

FOR the reappointment of the auditors and authorizing the directors to set their remuneration;

 

FOR the amendment, reconfirmation and approval of our shareholder rights plan;

 

FOR the ratification, confirmation and approval of certain amendments to General By-Law No. 1; and

 

FOR the non-binding advisory vote on our approach to executive compensation (say on pay).

Voting by management proxyholders and exercise of discretion

If you appoint Al Monaco, our President & Chief Executive Officer, and Gregory L. Ebel, our Chair of the Board (the “Enbridge proxyholders”) to act and vote on your behalf at the Meeting, as provided in the form of proxy or voting instruction form, but do not indicate how you want to vote your common shares, the Enbridge proxyholders will vote as the Board of Directors recommends and as set out immediately above under “Voting recommendations”.

The form of proxy or voting instruction form also confers discretionary authority on the person or persons named to vote on any amendment or variation to the matters identified in the notice of Meeting and on any other matter properly coming before the Meeting. As at the date of this Management Information Circular, management is not aware of any such amendment, variation or other matter. If, however, any such amendment, variation or other matter properly

 

 

4    Enbridge Inc. 2020 Management Information Circular


comes before the Meeting, proxies will be voted at the discretion of the person or persons named on the form of proxy or voting instruction form. If you appoint a proxyholder other than the Enbridge proxyholders, please make them aware and ensure they will attend the Meeting for the vote to count.

How to vote

What is the difference between a registered shareholder and a beneficial owner?

You are a registered shareholder if your common shares are registered directly in your name with our Transfer Agent. You may hold your common shares in the form of a physical share certificate or through the direct registration system (DRS) on the records of the Transfer Agent in electronic form.

You are a non-registered (or beneficial) shareholder if your bank, trust company, securities broker, trustee or other financial institution (your nominee) holds your common shares for you in a nominee account. This means you do not have a physical share certificate and do not hold through the DRS on the records of our Transfer Agent in electronic form, but instead your common shares are recorded on your nominee’s electronic system.

What does it mean if I receive more than one Notice, form of proxy or voting instruction form?

If you receive more than one Notice, form of proxy or voting instruction form, it means that you have multiple accounts with brokers or other nominees or with the Transfer Agent, as applicable, through which you hold common shares. The voting process is different for registered shareholders and beneficial owners. Please follow the instructions carefully and vote or provide voting instructions for all of the common shares you own.

How do I vote?

Enbridge shareholders may vote by proxy before the Meeting or vote at the Meeting, as described below.

1. Voting by proxy before the Meeting

You may vote before the Meeting by completing your form of proxy or voting instruction form in accordance with the instructions provided therein. Non-registered shareholders should also carefully follow all instructions provided by their intermediaries to ensure that their Enbridge shares are voted at the Meeting.

Voting by proxy is the easiest way to vote. It means you are giving someone else the authority to attend the Meeting and vote on your behalf (called your “proxyholder”).

Al Monaco, our President & Chief Executive Officer, and Gregory L. Ebel, our Chair of the Board, have agreed to act as the Enbridge proxyholders. Proxyholders must vote your common shares according to your instructions, including on any ballot that may be called. If there are changes to the items of business or new items properly come before the Meeting, a proxyholder can vote as he or she sees fit.

You can appoint someone else to be your proxyholder. This person does not need to be a shareholder. See “Appointment of a third party as proxy” below.

There are three ways for registered shareholders to vote by proxy before the Meeting:

 

 

Telephone Voting

  

 

You may vote by calling the toll-free telephone number 1-866-732-8683. You will be prompted to provide your control number printed on the form of proxy. You may not appoint a person as proxyholder other than the Enbridge proxyholders named in the form of proxy if you vote by telephone. Please follow the voice prompts that allow you to vote your common shares and confirm that your instructions have been properly recorded.

 

Internet Voting

  

 

You may vote by logging on to the website indicated on the form of proxy (www.investorvote.com). Please follow the website prompts that allow you to vote your common shares and confirm that your instructions have been properly recorded.

 

Return Your Form of
Proxy by Mail

  

 

You may vote by completing, signing and returning the form of proxy in the postage-paid envelope provided.

Proxies, whether submitted through the Internet or by telephone or mail as described above, must be received by the Transfer Agent by 1:30 p.m. (MDT) on May 1, 2020. If the Meeting is postponed or adjourned, your instructions must be received not later than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time the Meeting is reconvened. The time limit for the deposit of proxies may be waived or extended by the chair of the Meeting at his or her discretion without notice.

 

 

Enbridge Inc. 2020 Management Information Circular    5


If you are a registered shareholder, contact Computershare Trust Company of Canada, our Transfer Agent, at 1-866-276-9479 (toll free in North America) or 1-514-982-8696 (outside North America), for any voting questions.

Beneficial owners will receive a Notice and voting instruction form indirectly through their broker or other intermediary. The Notice contains instructions on how to access our proxy materials and return your voting instructions. You should follow the voting instructions of your broker or other intermediary. Brokers or other intermediaries may set deadlines for voting that are further in advance of the Meeting than those set out in this Management Information Circular. You should contact your broker or intermediary for further details.

Without specific instructions, Canadian brokers and their agents or nominees are prohibited from voting common shares for the broker’s client. Without specific instructions, U.S. brokers and their agents or nominees are prohibited from voting common shares for the broker’s client with respect to “non-routine” matters, including the election of directors, the approval of amendments to, and reconfirmation of, our shareholder rights plan, the ratification, confirmation and approval of amendments to our General By-Law No. 1 and the non-binding advisory vote on our approach to executive compensation, but may vote such common shares with respect to “routine” matters, including the appointment of an auditor. When a broker is unable to vote on a proposal because it is non-routine and the owner of the common shares does not provide voting instructions, a “broker non-vote” occurs. Broker non-votes have no effect on the vote on such a proposal because they are not considered present and entitled to vote.

If you are a beneficial owner, contact your broker or nominee for any voting questions.

2. Voting at the Meeting

Registered shareholders may vote at the Meeting by completing a ballot online during the Meeting, as further described below under “How do I attend and participate at the Meeting?”

Non-registered (beneficial) shareholders who have not duly appointed themselves as proxyholder will not be able to vote at the Meeting but will be able to participate as a guest. This is because the company and our transfer agent, Computershare Trust Company of Canada (“Computershare” or “Transfer Agent”), do not have a record of the non-registered shareholders of the company, and, as a result, will have no knowledge of your shareholdings or entitlement to vote unless you appoint yourself as proxyholder.

If you are a non-registered shareholder and wish to vote at the Meeting, you have to appoint yourself as proxyholder by inserting your own name in the space provided on the voting instruction form sent to you and must follow all of the applicable instructions, including the deadline, provided by your intermediary. See “Appointment of a third party as proxy” and “How do I attend and participate at the Meeting?” below.

Appointment of a third party as proxy

The following applies to shareholders who wish to appoint someone as their proxyholder other than the Enbridge proxyholders named in the form of proxy or voting instruction form. This includes non-registered shareholders who wish to appoint themselves as proxyholder to attend, participate or vote at the Meeting.

Shareholders who wish to appoint someone other than the Enbridge proxyholders as their proxyholder to attend and participate at the Meeting as their proxy and vote their Enbridge shares MUST submit their form of proxy or voting instruction form, as applicable, appointing that person as proxyholder AND register that proxyholder online, as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your form of proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a Control Number that is required to vote at the Meeting.

 

 

Step 1: Submit your form of proxy or voting instruction form: To appoint someone other than the Enbridge proxyholders as proxyholder, insert that person’s name in the blank space provided in the form of proxy or voting instruction form (if permitted) and follow the instructions for submitting such form of proxy or voting instruction form. This must be completed before registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form.

If you are a non-registered shareholder and wish to vote at the Meeting, you have to insert your own name in the space provided on the voting instruction form sent to you by your intermediary, follow all of the applicable instructions provided by your intermediary AND register yourself as your proxyholder, as described below. By doing so, you are instructing your intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your intermediary. Please also see further instructions below under the heading “How do I attend and participate at the Meeting?”.

 

 

6    Enbridge Inc. 2020 Management Information Circular


If you are a non-registered shareholder located in the United States and wish to vote at the Meeting or, if permitted, appoint a third party as your proxyholder, in addition to the steps described below under “How do I attend and participate at the Meeting?”, you must obtain a valid legal proxy from your intermediary. Follow the instructions from your intermediary included with the legal proxy form and the voting information form sent to you, or contact your intermediary to request a legal proxy form or a legal proxy if you have not received one. After obtaining a valid legal proxy from your intermediary, you must then submit such legal proxy to Computershare. Requests for registration from non-registered shareholders located in the United States that wish to vote at the Meeting or, if permitted, appoint a third party as their proxyholder must be sent by e-mail or by courier to: stephen.bandola@computershare.com (if by e-mail), or Computershare, Attention: Proxy Dept., 8th Floor, 100 University Avenue, Toronto, ON M5J 2Y1, Canada (if by courier), and in both cases, must be labeled “Legal Proxy” and received no later than the voting deadline of 1:30 p.m. MDT on May 1, 2020.

 

 

Step 2: Register your proxyholder: To register a third party proxyholder, shareholders must visit https://www.computershare.com/EnbridgeAGM by 1:30 p.m. MDT on May 1, 2020 and provide Computershare with the required proxyholder contact information so that Computershare may provide the proxyholder with a Control Number via email. Without a Control Number, proxyholders will not be able to vote at the Meeting but will be able to participate as a guest.

How do I attend and participate at the Meeting?

Enbridge is holding the Meeting in a virtual only format, which will be conducted via live audio webcast. Shareholders will not be able to attend the Meeting in person.

Attending the Meeting online enables registered shareholders and duly appointed proxyholders, including non-registered (beneficial) shareholders who have duly appointed themselves as proxyholder, to participate at the Meeting and ask questions, all in real time. Registered shareholders and duly appointed proxyholders can vote at the appropriate times during the Meeting.

Guests, including non-registered beneficial shareholders who have not duly appointed themselves as proxyholder, can log in to the Meeting as set out below. Guests can listen to the Meeting but are not able to vote.

 

 

Log in online at https://web.lumiagm.com/114256836. We recommend that you log in at least one hour before the Meeting starts.

 

Click “Login” and then enter your Control Number (see below) and Password “Enbridge2020” (case sensitive).

OR

 

Click “Guest” and then complete the online form.

Registered shareholders: The control number located on the form of proxy or in the email notification you received is your Control Number.

Duly appointed proxyholders: Computershare will provide the proxyholder with a Control Number by e-mail after the proxy voting deadline has passed and the proxyholder has been duly appointed AND registered as described in “Appointment of a third party as proxy” above.

If you attend the Meeting online, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedure.

How can I change or revoke my vote?

If you are a registered shareholder, you may change a vote you made by proxy by voting again by any of the means, and by the deadlines, described above under “1. Voting by proxy before the Meeting”. Your new instructions will revoke your earlier instructions.

If you are a registered shareholder and you voted by proxy, you can revoke your voting instructions by:

 

 

sending us a notice in writing (from you or a person authorized to sign on your behalf). We must receive it by 5 p.m. (MDT) on May 4, 2020, or by 5 p.m. (MDT) on the business day before the Meeting is reconvened if it was postponed or adjourned. Send your notice to the Corporate Secretary, Enbridge Inc., 200, 425-1st Street S.W., Calgary, Alberta, T2P 3L8 Fax: 1-403-231-5929; or

 

any other manner permitted by law.

If you have followed the process for attending and voting at the Meeting online, voting at the Meeting online will revoke your previous proxy.

 

 

 

Enbridge Inc. 2020 Management Information Circular    7


If you are a beneficial owner, contact your broker or nominee to find out how to change or revoke your voting instructions and the timing requirements, or for other voting questions. Intermediaries may set deadlines for the receipt of revocation notices that are farther in advance of the Meeting than those set out above and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the proxy card or voting instruction form to ensure it is given effect at the Meeting.

What is the voting deadline?

If voting by proxy, your proxy must be received by 1:30 p.m. (MDT) on May 1, 2020, regardless of the voting method you choose. If the Meeting is postponed or adjourned, your instructions must be received not later than 48 hours (excluding, Saturdays, Sundays and statutory holidays) before the time the Meeting is reconvened. The time limit for the deposit of proxies may be waived or extended by the chair of the Meeting at his or her discretion without notice.

The company reminds shareholders that only the most recently dated voting instructions will be counted and any prior dated instructions will be disregarded.

Employee savings plan voting information

If you participate in the Enbridge Employees’ Savings Plan, the Defined Benefit Ancillary portion of the Pension Choices Plan for Employees of Westcoast Energy Inc. and Affiliated Companies, or the Enbridge Employee Services, Inc. Employees’ Savings Plan and have Enbridge shares under the applicable plan, you have the right to provide voting directions to the applicable plan trustee for those Enbridge shares. Enbridge shares held by plan participants will be voted in accordance with the instructions received from the plan participant. If you elect not to provide voting directions to the applicable plan trustee, the Enbridge shares that you beneficially own under the applicable plan will not be voted.

Because the voting instructions from plan participants must be processed so that the applicable plan trustees can vote before the proxy cut-off at 1:30 p.m. (MDT) on May 1, 2020, plan participants will have an earlier voting deadline. Please refer to your Notice or voting instruction form for details of the cut-off applicable to each plan.

How will votes be tabulated?

Proxies will be counted and tabulated by the Transfer Agent. Proxies will be submitted to management where they contain comments clearly intended for management or to meet legal requirements.

How do I contact the Transfer Agent?

Registered shareholders may contact Computershare Trust Company of Canada, our Transfer Agent, at 1-866-276-9479 (toll free in North America) or 1-514-982-8696 (outside North America), for any voting questions.

 

 

8    Enbridge Inc. 2020 Management Information Circular


Business of the Meeting

Financial statements

Our audited consolidated financial statements for the year ended December 31, 2019 and the report of the auditors thereon will be placed before the Shareholders at the Meeting. You can view, download or request a copy of our 2019 annual report (which includes the financial statements) by following the instructions on the Notice. You can also view or download a copy from our website (www.enbridge.com), or you can request a copy from our Investor Relations department using the contact information on page 56. The annual report is also available at www.sedar.com.

ITEM 1: Election of directors

Shareholders elect directors to the Board for a term of one year, expiring at the end of the next annual meeting. 11 directors will be elected at the Meeting; 11 of our 12 incumbent directors are nominated for election or re-election, as applicable. On February 11, 2020, Catherine L. Williams notified us that she will not stand for re-election and will retire at the end of the Meeting.

All of the directors standing for election are independent except for Al Monaco, our President & Chief Executive Officer, Gregory L. Ebel, our non-executive Chair of the Board and the former Chairman, President and Chief Executive Officer of Spectra Energy Corp (“Spectra Energy”), and Mr. Tutcher. The Board will re-evaluate Mr. Ebel’s independence after the NYSE three-year look-back rule for independence ends on April 15, 2020 and is expected to determine that Mr. Ebel is independent, subject to no new material relationships affecting his independence at that time. There is no family relationship between any of the nominated directors or our executive officers.

You may vote for all 11 of the nominated directors, vote for some and withhold your vote for others, or withhold your votes for all of them. Unless you instruct otherwise, the Enbridge proxyholders will vote for the election of each of the nominated directors.

As at the date of this Management Information Circular, the company has received no notice of any other proposed director nominees. Any such nominations would need to be made in accordance with our Advance Notice By-law as described on page 29 of this Management Information Circular.

Vote required for approval:

The 11 nominees receiving the highest number of FOR votes duly cast at the Meeting will be elected to the Board.

 

The Board recommends that shareholders vote “FOR” the election of each nominee

set forth below, to hold office until the close of the next annual meeting

of shareholders or until their respective successors have been elected.

Majority voting policy

Enbridge’s Corporate Governance Principles and Guidelines contain our majority voting policy. Any nominee for director in an uncontested election who receives more withheld votes than for votes (i.e., the nominee is not elected by at least a majority of 50% + 1 vote) will immediately tender their resignation and will not participate in any meeting of the Board or any committee thereof at which the resignation is considered. The Board, on the recommendation of the Governance Committee, will determine whether or not to accept the resignation within 90 days after the date of the meeting, and will accept the resignation absent exceptional circumstances. Enbridge will promptly issue a news release with the Board’s decision, a copy of which will be provided to the Toronto Stock Exchange, and if the Board determines not to accept a resignation, the news release will state the reasons for that decision. The director’s resignation will be effective when accepted by the Board. If the Board accepts the director’s resignation, it can appoint a new director to fill the vacancy. Enbridge’s Corporate Governance Principles and Guidelines are available on our website (www.enbridge.com).

 

 

Enbridge Inc. 2020 Management Information Circular    9


Nominees for election to the Board

Director profiles

The profiles that follow provide information about the nominated directors, including their backgrounds, experience, current directorships, Enbridge securities held and the Board committees they sit on. Additional information regarding skills and experience of our directors can be found beginning on page 20.

 

 

Pamela L. Carter

 

LOGO

 

Age 70

Franklin, Tennessee, USA

 

Independent

 

Director since

February 27, 2017

 

Latest date of retirement

May 2025

 

2019 annual meeting votes for: 93.80%

     

 

 

 

Ms. Carter was the Vice President of Cummins Inc. and President of Cummins Distribution Business, a division of Cummins Inc., a designer, manufacturer and marketer of diesel engines and related components and power systems, from 2008 until her retirement in 2015. Ms. Carter joined Cummins Inc. in 1997 as Vice President – General Counsel and Corporate Secretary and held various management positions within Cummins. Prior to joining Cummins Inc., Ms. Carter served in the private practice of law as partner and associate and in various capacities with the State of Indiana, including Parliamentarian in the Indiana House of Representatives, Deputy Chief-of-Staff to governor Evan Bayh, Executive Assistant for Health Policy & Human Services and Securities Enforcement Attorney for the Office of the Secretary of State. She served as the Attorney General for the State of Indiana from 1993 to 1997 and was the first African-American woman to be elected state attorney general in the U.S.A. Ms. Carter holds a BA (Bachelor of Arts) from the University of Detroit, MSW (Master of Social Work) from the University of Michigan, J.D. (Doctor of Jurisprudence) from McKinney School of Law, Indiana University, Public Administration from Harvard Kennedy School. Ms. Carter received a 2018 Sandra Day O’Connor Board Excellence Award honoring her for her demonstrated commitment to board excellence and diversity. She also received an award as one of the top 100 board members from NACD in 2018 and top 25 director from Black Enterprise, 2018.

 

 

 

 

Enbridge Board/Board committee memberships

 

      

 

2019 meeting attendance1

 

        
  Board of Directors

 

     7 out of 7      100%    
  Corporate Social Responsibility

 

     4 out of 4      100%    
  Governance (chair)2

 

     4 out of 4      100%    
  Safety & Reliability2

 

     2 out of 2      100%    
 

Total

 

 

    

17 out of 17

 

    

 

100%

 

 

 

 
 

 

Enbridge securities held3

 

                        
       Enbridge shares      DSUs4       

 

Total market value of
Enbridge shares & DSUs5

   Minimum
required6
       
      

 

42,559

 

 

 

    

 

8,056

 

 

 

    

$2,576,810

 

    

 

$1,108,679

 

 

 

 
 

 

Other board/board committee memberships7

 

                        
 

 

Public7

 

                        
 

CSX Corporation

(public transportation company)

 

 

    

Director

Chair, finance committee

Member, governance committee and public affairs committee

 

 

 

 

       
 

Hewlett Packard Enterprise Company

(public technology company)

 

 

    

Director

Chair, human resources and compensation committee

 

 

 

       
  Broadridge Financial Solutions, Inc.
(public financial services company)

 

    

Director

Chair, audit committee

Member, governance and nominating committee

 

 

 

 

       
     

 

Former US-listed company directorships (last 5 years)

 

              
     

 

Spectra Energy Corp

 

                     

 

 

10    Enbridge Inc. 2020 Management Information Circular


Marcel R. Coutu

 

LOGO

 

Age 66

Calgary, Alberta, Canada

 

Independent

 

Director since

July 28, 2014

 

Latest date of retirement

May 2029

 

2019 annual meeting

votes for: 87.86%

 

 

Mr. Coutu was the Chairman of Syncrude Canada Ltd. (integrated oil sands project) from 2003 to 2014 and was the President and Chief Executive Officer of Canadian Oil Sands Limited from 2001 until January 2014. From 1999 to 2001, he was Senior Vice President and Chief Financial Officer of Gulf Canada Resources Limited. Prior to 1999, Mr. Coutu held various executive positions with TransCanada PipeLines Limited and various positions in the areas of corporate finance, investment banking and mining and oil and gas exploration and development. Mr. Coutu holds an HBSc (Bachelor of Science, Honours Earth Science) from the University of Waterloo and an MBA (Master of Business Administration) from the University of Western Ontario.

 

 

 

 

Enbridge Board/Board committee memberships

 

 

      

 

2019 meeting attendance1

 

 

 

       
 

 

Board of Directors

 

       7 out of 7     

 

 

 

100%

 

 

 
  Audit, Finance & Risk

 

       3 out of 4        75%    
  Governance8

 

       2 out of 2        100%    
  Human Resources & Compensation

 

       4 out of 5        80%    
  Total

 

       16 out of 18        89%    
 

 

Enbridge securities held3

 

 

                  
 

 

     Enbridge shares        DSUs4       

 

 

 

Total market value of
Enbridge shares and DSUs5

 

 
 

    
Minimum
required6

 
 

 

 

 

      

 

29,400

 

 

 

    

 

28,595

 

 

 

      

 

$2,952,525

 

 

 

    

 

$1,108,679

 

 

 

 
 

 

Other board/board committee memberships7

 

 

       
 

 

Public7

 

 

       
 

Brookfield Asset Management Inc.

(public global asset management company)

 

 

      


 

Director

Chair, audit committee

Member, management, resources and
compensation committee

 

 

 

 
 

 

 

Power Corporation of Canada

(public international management and holding company)

 

 

      


 

Director

Member, audit committee and compensation
committee

 

 

 
 

 

 

The Great-West Lifeco Inc.

(public international financial services holding

company that is an indirect subsidiary of Power

Corporation of Canada)

 

 

 

 

      




 

Director

Member, executive committee, governance
and nominating committee, human resources
committee, investment committee and risk
committee

 

 

 
 
 
 

 

 

IGM Financial Inc.

(public personal financial services company that is

an indirect subsidiary of Power Corporation of Canada)

 

 

 

      


 

Director

Member, executive committee, investment
committee and human resources committee

 

 

 
 

 

 

 

Not-for-profit7

 

 

       
 

 

Calgary Exhibition and Stampede Board

 

 

    

 

 

 

 

Director

 

 

 

 

 

 

Susan M. Cunningham

 

LOGO

 

Age 64

Houston, Texas, USA

 

Independent

 

Director since

February 13, 2019

 

Latest date of retirement

May 2031

 

2019 annual meeting

votes for: 96.58%

     

 

Ms. Cunningham has been an Advisor for Darcy Partners (consulting firm) since 2017. From 2014 to 2017, Ms. Cunningham was Executive Vice President, EHSR (Environment, Health, Safety, Regulatory) and New Frontiers (global exploration, new ventures, geoscience and business innovation) at Noble Energy, Inc. From 2001 to 2013, she held various senior management roles with Noble Energy, Inc. Prior thereto, Ms. Cunningham held positions with Texaco U.S.A., Statoil Energy, Inc. and Amoco Corporation. Ms. Cunningham holds a BA in Geology and Geography from McMaster University and is a graduate of Rice University’s Executive Management Program. She was also Chairman of the OTC (Offshore Technology Conference) from 2010 to 2011.

 

 

 

 

Enbridge Board/Board committee memberships

 

            

2019 meeting attendance1

 

        
  Board of Directors

 

     5 out of 6      83%    
  Human Resources & Compensation

 

     2 out of 3      67%    
  Safety & Reliability

 

     2 out of 3      67%    
 

Total

 

 

     9 out of 12      75%    
 

 

Enbridge securities held3

 

                        
       Enbridge shares      DSUs4       

 

Total market value of
Enbridge shares and DSUs5

   Minimum
required6
       
    

 

 

947

 

 

 

  

 

 

3,281

 

 

 

    

$215,247

 

  

 

 

$1,108,679

 

 

 

 
 

 

Other board/board committee memberships7

 

                        
 

 

Other foreign

 

                        
 

Oil Search Limited

(public oil and gas exploration and production)

 

 

 

    

Director

Member, people and nominations committee

 

 

 

       
 

 

Former US-listed company directorships (last 5 years)

 

              
 

 

Cliffs Natural Resources Inc.

 

                     

 

 

Enbridge Inc. 2020 Management Information Circular    11


Gregory L. Ebel

 

LOGO

 

Age 55

Houston, Texas, USA

 

Not Independent9

 

Director since

February 27, 2017

 

Latest date of retirement

May 2032

 

2019 annual meeting

votes for: 88.58%

     

 

Mr. Ebel served as Chairman, President and CEO of Spectra Energy from January 1, 2009 to February 27, 2017 at which time he became a Director of Enbridge and Chair of the Enbridge Board. Prior to that time, Mr. Ebel served as Spectra Energy’s Group Executive and Chief Financial Officer beginning in January 2007. He served as President of Union Gas Limited from January 2005 until January 2007, and Vice President, Investor & Shareholder Relations of Duke Energy Corporation from November 2002 until January 2005. Mr. Ebel joined Duke Energy in March 2002 as Managing Director of Mergers and Acquisitions in connection with Duke Energy’s acquisition of Westcoast Energy Inc. Mr. Ebel holds a BA (Bachelor of Arts, Honours) from York University.

 

 

 

 

Enbridge Board/Board committee memberships

 

 

  

2019 meeting attendance1

 

 

       
  Board of Directors

 

   7 out of 7      100%    
  Audit, Finance & Risk9

 

   4 out of 4      100%    
  Corporate Social Responsibility9

 

   4 out of 4      100%    
  Governance9

 

   4 out of 4      100%    
  Human Resources & Compensation9

 

   5 out of 5      100%    
  Safety & Reliability9

 

   4 out of 4      100%    
 

Total

 

 

  

28 out of 28

 

  

 

 

100%

 

 

 

 
 

 

Enbridge securities held3

 

 

              
       Enbridge shares        DSUs4         
Stock
Options10
 
 
  

 

Total market value of Enbridge shares and DSUs

(excluding stock options)5

    
Minimum
required6
 
 
 
      

 

651,845

 

 

 

    

 

22,489

 

 

 

      

 

405,408

 

 

 

  

$34,330,344

 

    

 

$1,108,679

 

 

 

 
 

 

Other board/board committee memberships7

 

 

              
 

 

Public7

 

 

       
   

The Mosaic Company

(public producer and marketer of concentrated phosphate and potash)

 

 

  

Chairman of the board

Member, audit committee & corporate governance and nominating committee

 

 

 

 
   

Baker Hughes Incorporated

(public supplier of oilfield services and products)

 

 

  

Director

Chair, audit committee

Member, governance & nominating committee

 

 

 

 

 
   

 

Former US-listed company directorships (last 5 years)

 

                
   

 

Spectra Energy Corp

 

    

 

 

 

12    Enbridge Inc. 2020 Management Information Circular


J. Herb England

 

LOGO

 

Age 73

Naples, Florida, USA

 

Independent

 

Director since

January 1, 2007

 

Latest date of retirement

May 202211

 

2019 annual meeting

votes for: 96.84%

 

 

Mr. England has been Chair & Chief Executive Officer of Stahlman-England Irrigation Inc. (contracting company) in southwest Florida since 2000. From 1993 to 1997, Mr. England was the Chair, President & Chief Executive Officer of Sweet Ripe Drinks Ltd. (fruit beverage manufacturing company). Prior to 1993, Mr. England held various executive positions with John Labatt Limited (brewing company) and its operating companies, including the position of Chief Executive Officer of Labatt Brewing Company – Prairie Region (brewing company), Catelli Inc. (food manufacturing company) and Johanna Dairies Inc. (dairy company). In 1993, Mr. England retired as Senior Vice President, Finance and Corporate Development & Chief Financial Officer of John Labatt Limited. Mr. England holds a BA (Bachelor of Arts) from the Royal Military College of Canada and an MBA (Master of Business Administration) from York University. He also has a CA (Chartered Accountant) designation.

 

 

 

 

Enbridge Board/Board committee memberships

 

 

  

2019 meeting attendance1

 

 

       
  Board of Directors

 

   7 out of 7      100%    
  Audit, Finance & Risk (chair)

 

   4 out of 4      100%    
  Governance Committee11

 

   2 out of 2      100%    
 

Total

 

 

  

13 out of 13

 

  

 

 

100%

 

 

 

 
 

 

Enbridge securities held3

 

 

              
       Enbridge shares        DSUs4     

 

Total market value of Enbridge shares and DSUs5

    
Minimum
required6
 
 
 
      

 

32,032

 

 

 

    

 

77,530

 

 

 

  

$5,577,801

 

    

 

$1,108,679

 

 

 

 
 

 

Other board/board committee memberships

 

 

              
 

 

Public7

 

 

 

FuelCell Energy, Inc.

(public fuel cell company in which Enbridge holds a small interest)

 

 

  

Chairman of the board

Member, audit and finance committee

 

 

 

 
 

 

Private7

 

 

 

 

Stahlman-England Irrigation Inc.
(private contracting company)

 

 

   Chair, board of directors
Chief executive officer

 

       
 

 

USA Grading Inc.
(private excavating, grading and underground utilities company)

 

 

   Director

 

       
 

 

Former US public company directorships (last 5 years)

 

 

       
 

 

Enbridge Energy Management, LLC

 

 

 
   

Charles W.

Fischer, CM

 

LOGO

 

Age 69

Calgary, Alberta, Canada

 

Independent

 

Director since

July 28, 2009

 

Latest date of retirement

May 2025

 

2019 annual meeting

votes for: 98.81%

 

Mr. Fischer was the President & Chief Executive Officer of Nexen Inc. (oil and gas company) from 2001 to 2008. From 1994 to 2001, Mr. Fischer held various executive positions within Nexen Inc., including the positions of Executive Vice President & Chief Operating Officer in which he was responsible for all Nexen’s conventional oil and gas business in Western Canada, the US Gulf Coast and all international locations, as well as oil sands, marketing and information systems activities worldwide. Prior thereto, Mr. Fischer held positions with Dome Petroleum Ltd. (oil and gas company), Hudson’s Bay Oil & Gas Ltd. (oil and gas company), Bow Valley Industries Ltd. (oil and gas company), Sproule Associates Ltd. (petroleum consulting firm) and Encor Energy Ltd. (oil and gas company). Mr. Fischer holds a BSc (Bachelor of Science in Chemical Engineering) and an MBA (Master of Business Administration), both from the University of Calgary.

 

 

 

 

Enbridge Board/Board committee memberships

 

    

2019 meeting attendance1

        
  Board of Directors

 

   7 out of 7      100%    
  Audit, Finance & Risk

 

   4 out of 4      100%    
  Corporate Social Responsibility

 

   4 out of 4      100%    
  Safety & Reliability (chair)

 

   4 out of 4      100%    
  Total

 

   19 out of 19      100%    
 

 

Enbridge securities held3

 

                
       Enbridge shares      DSUs4     

 

Total market value of
Enbridge shares and DSUs5

  

Minimum

required6

       
    

 

31,169

 

  

 

41,602

 

  

$3,704,772

  

 

$1,108,679

 

 
 

 

Other public board/board committee memberships7

 

                
 

 

    

 

 

 

Enbridge Inc. 2020 Management Information Circular    13


Gregory J. Goff

 

LOGO

 

 

Age 63

San Antonio, Texas, USA

 

Independent

 

Director since

February 11, 2020

 

Latest date of retirement

May 2032

 

2019 annual meeting

votes for: N/A

     

Mr. Goff was Executive Vice Chairman of Marathon Petroleum Corporation (an integrated downstream energy company) from October 2018 until his retirement in December 2019. He was President and Chief Executive Officer of Andeavor (a petroleum refiner) from 2010 to 2018 and Chairman from December 2014 to 2018. Prior thereto, Mr. Goff held a number of senior leadership positions with ConocoPhillips Corporation (an oil and gas exploration and production company). Mr. Goff holds a BS (Bachelor of Science) and an MBA (Master of Business Administration) from the University of Utah.

 

 

 

Enbridge Board/Board committee memberships

    

2019 meeting attendance

        
  Board of Directors

 

   N/A      N/A    
  Total

 

   N/A      N/A    
 

Enbridge securities held3

                
       Enbridge shares      DSUs4     

 

Total market value of
Enbridge shares and DSUs5

  

Minimum

required6

       
    

 

 

  

 

 

  

$–

  

 

$1,108,679

 

 
 

Other board/board committee memberships7

                
  Public7

 

              
 

PolyOne Corporation

(public polymer company)

 

 

  

Chair, EHS committe

Member, nominating committee

 

 

 

 

 

V. Maureen Kempston Darkes

 

 

LOGO

 

Age 71

Toronto, Ontario, Canada

Lauderdale-by-the-Sea, Florida, USA

 

Independent

 

Director since

November 2, 2010

 

Latest date of retirement

May 2024

 

2019 annual meeting votes for: 96.46%

     

Ms. Kempston Darkes is the retired Group Vice President and President Latin America, Africa and Middle East, General Motors Corporation (automotive corporation and vehicle manufacturer). From 1994 to 2001, she was the President and General Manager of General Motors of Canada Limited and Vice President of General Motors Corporation. Ms. Kempston Darkes holds a BA (Bachelor of Arts) and an LLB (Bachelor of Laws), both from the University of Toronto.12

 

 

 

Enbridge Board/Board committee memberships

    

2019 meeting attendance1

        
  Board of Directors

 

     7 out of 7        100%    
  Corporate Social Responsibility (chair)

 

     4 out of 4        100%    
  Human Resources & Compensation

 

     5 out of 5        100%    
  Safety & Reliability

 

     4 out of 4        100%    
  Total

 

     20 out of 20        100%    
 

Enbridge securities held3

                
       Enbridge shares      DSUs4     

 

Total market value of
Enbridge shares and DSUs5

    

Minimum

required6

       
    

 

21,735

 

  

 

45,396

 

  

 

$3,417,639

 

  

 

$1,108,679

 

 
 

Other board/board committee memberships

                
 

Public7

                
 

Brookfield Asset Management Inc.

(public global asset management company)

 

 

    

Director


Chair, risk management committee

Member, management resources and

compensation committee

 

 

 

 

       
 

Canadian National Railway Company

(public railway company)

 

 

    

Director


Member, audit committee, corporate

governance and nominating committee,

finance committee, strategic planning

committee and pension and investment

committee

 

 

 

 

 

 

 

 

 

14    Enbridge Inc. 2020 Management Information Circular


Teresa S. Madden

 

LOGO

 

Age 64

Boulder, Colorado, USA

 

Independent

 

Director since

February 12, 2019

 

Latest date of retirement

May 2031

 

2019 annual meeting votes for: 98.98%

 

     

Ms. Madden was the Executive Vice President and Chief Financial Officer of Xcel Energy, Inc., an electric and natural gas utility, from 2011 until her retirement in 2016. She joined Xcel in 2003 as Vice President, Finance, Customer & Field Operations and was named Vice President and Controller in 2004. Prior thereto, Ms. Madden held positions with Rogue Wave Software, Inc. as well as New Century Energies and Public Service Company of Colorado, predecessor companies of Xcel Energy. Ms. Madden holds a BS (Bachelor of Science) in Accounting from Colorado State University and an MBA (Master of Business Administration) from Regis University.

 

 

 

Enbridge Board/Board committee memberships

            

2019 meeting attendance1

        
  Board of Directors

 

     6 out of 7      83%    
  Audit, Finance & Risk

 

     3 out of 3      100%    
  Governance

 

     3 out of 3      100%    
  Total

 

     12 out of 13      92%    
 

Enbridge securities held3

                        
       Enbridge shares      DSUs4       

 

Total market value of
Enbridge shares and DSUs5

   Minimum
required6
       
    

 

 

  

 

3,281

 

    

$167,036

  

 

$1,108,679

 

 
 

Other board/board committee memberships7

                        
 

Public7

                        
 

Peabody Energy Corp.

(public pure-play coal company)

 

 

    

Director

Chair, audit committee

Member, health, safety, security & environmental committee and executive committee

 

 

 

 
                 

 

Al Monaco

 

 

LOGO

 

Age 60

Calgary, Alberta, Canada

 

Not independent

 

Director since

February 27, 2012

 

Latest date of retirement

May 2027

 

2019 annual meeting votes for: 98.86%

     

Mr. Monaco joined Enbridge in 1995 and has held increasingly senior positions. He has been President & Chief Executive Officer of Enbridge since October 1, 2012 and served as Director and President of Enbridge from February 27, 2012 to September 30, 2012. Mr. Monaco holds an MBA (Master of Business Administration) from the University of Calgary and has a Chartered Professional Accountant designation.

 

 

 

 

Enbridge Board/Board committee memberships13

 

      

 

2019 meeting attendance1

 

        
 

 

Board of Directors

 

 

     7 out of 7      100%    
 

 

Enbridge securities held3

 

                  
       Enbridge shares      Stock
options
      

Total market value of
Enbridge shares

(excluding stock options)5

  

Minimum

required14

       
       876,512        3,987,520        $44,623,226         
 

 

Other board/board committee memberships

 

                  
 

 

Public7

 

                  
 

 

Weyerhaeuser Company

(public timberlands company and wood products manufacturer)

 

 

 

     Director

 

 
 

 

Private7

 

                  
 

 

DCP Midstream, LLC

(a private 50/50 joint venture between Enbridge and Phillips 66 and the general partner of DCP Midstream GP, LLC, the general partner of DCP Midstream GP, LP, the general partner of DCP Midstream Partners, LP, a midstream master limited partnership with public unitholders)

 

 

 

    

Director

Member, human resources and compensation committee

 

 

 
 

 

Not-for-profit7

 

                  
   

 

American Petroleum Institute

(not-for-profit trade association)

 

 

 

    

Director

Member, executive committee and finance committee

 

 

 
   

 

Business Council of Canada

(not-for-profit, non-partisan organization composed of CEOs of Canada’s leading enterprises)

 

 

 

     Member

 

 
   

 

U.S. National Petroleum Council

 

 

    

Member

 

 
   

 

Catalyst Canada Advisory Board

 

 

     Member

 

 

 

 

Enbridge Inc. 2020 Management Information Circular    15


Dan C. Tutcher

 

LOGO

 

Age 70

Houston, Texas, USA

 

Not Independent

 

Director since

May 3, 2006

 

Latest date of retirement

May 2024

 

2019 annual meeting

votes in favor: 98.55%

 

  

Mr. Tutcher is a Managing Director and Portfolio Manager on the Energy Infrastructure Equities team for Brookfield’s Public Securities Group. Mr. Tutcher is also on the Board of Directors of Gulf Capital Bank, where he is Chairman of the Governance Committee. Prior to joining Brookfield in 2018, Mr. Tutcher was President & Chair of the Board of Trustees of Center Coast MLP & Infrastructure Fund since 2013 and a Principal in Center Coast Capital Advisors L.P. since its inception in 2007. He was the Group Vice President, Transportation South of Enbridge, as well as President of Enbridge Energy Company, Inc. (general partner of former Enbridge sponsored affiliate Enbridge Energy Partners, L.P.) and Enbridge Energy Management, L.L.C. (another former Enbridge sponsored vehicle) from May 2001 until May 1, 2006. From 1992 to May 2001, he was the Chair of the Board of Directors, President & Chief Executive Officer of Midcoast Energy Resources, Inc. Mr. Tutcher holds a BBA (Bachelor of Business Administration) from Washburn University.

 

  

 

Enbridge Board/Board committee memberships

 

 

           

 

 

 

 

2019 meeting attendance

 

 

1 

 

   
   Board of Directors

 

     7 out of 7        100%    
   Corporate Social Responsibility

 

     3 out of 4        75%    
   Safety & Reliability

 

     3 out of 4        75%    
   Total

 

     13 out of 15        87%    
  

 

Enbridge securities held3

 

        
        Enbridge shares          DSUs4       

 

Total market value of Enbridge shares & DSUs5

      
Minimum
required6
 
 
 
       

 

637,523

 

 

 

      

 

120,743

 

 

 

    

$38,603,322

 

       $1,108,679    
  

 

Other board/board committee memberships7

 

        
  

 

Private7

 

  

 

Gulf Capital Bank

(private financial institution)

 

 

 

    

 

Director

Chair, governance committee

  

 

Former US-listed company directorships (last 5 years)

 

        
  

 

Centre Coast MLP & Infrastructure Fund

 

 

    

 

1.

Percentages are rounded to the nearest whole number.

2.

Ms. Carter was appointed as Chair of the Governance Committee on February 13, 2019 and ceased being a member of the Safety & Reliability Committee on May 8, 2019.

3.

Information about beneficial ownership and about securities controlled or directed was provided by the director nominees and is as at March 2, 2020.

4.

DSUs refer to deferred share units and are defined on page 51 of this Management Information Circular.

5.

Total market value = number of common shares or deferred share units × closing price of Enbridge shares on the Toronto Stock Exchange (“TSX”) on March 2, 2020 of $50.91, rounded to the nearest dollar.

6.

Directors must hold at least three times their annual Board retainer in DSUs or Enbridge shares within five years of becoming a director on our Board. Amounts are converted to C$ using US$1 = C$1.2967, the published WM/Reuters 4 pm London exchange rate for December 31, 2019. All director nominees meet or exceed this requirement except Mses. Madden and Cunningham, who have until February 12, 2024 and February 13, 2024, respectively, and Mr. Goff, who has until February 11, 2025.

7.

Public means a corporation or trust that is a reporting issuer in Canada, a registrant in the US, or both, and that has publicly listed equity securities.

Private means a corporation or trust that is not a reporting issuer or registrant.

Not-for-profit means a corporation, society or other entity organized for a charitable, civil or other social purpose which does not generate profits for its members.

8.

Mr. Coutu ceased being a member of the Governance Committee on May 8, 2019.

9.

The Board will re-evaluate Mr. Ebel’s independence after the NYSE three-year look-back rule for independence ends on April 15, 2020 and is expected to determine that Mr. Ebel is independent, subject to no new material relationships affecting his independence at that time. Mr. Ebel is not a member of any Board committee, but as Chair of the Board he attends their meetings.

10.

Mr. Ebel’s stock options were Spectra Energy options that converted into options to purchase Enbridge shares upon the closing of the Merger Transaction (as defined on page 28). No new Enbridge stock options were granted to Mr. Ebel in his capacity as a Director of Enbridge or Chair of the Enbridge Board.

11.

Mr. England was appointed to the Governance Committee on May 8, 2019. In February 2020, the Board unanimously approved the extension of the term limit for Mr. England as a director for an additional two years following the Meeting. See “Director term limits” on page 36.

 

 

16    Enbridge Inc. 2020 Management Information Circular


12.

Ms. Kempston Darkes was an executive officer of General Motors Corporation (“GM”) from January 1, 2002 to December 1, 2009. GM filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code on June 1, 2009. None of the operations for which she was directly responsible in Latin America, Africa and the Middle East were included in the bankruptcy filing. GM emerged from bankruptcy protection on July 10, 2009 in a reorganization in which a new entity acquired GM’s most valuable assets.

13.

Mr. Monaco is not a member of any Board committee, but as President & Chief Executive Officer he attends their meetings at the request of such committees.

14.

As President & CEO, Mr. Monaco is required to hold Enbridge shares equal to six times his base salary (see page 84). Mr. Monaco is not required to hold Enbridge shares as a director.

15.

Ms. Williams ceased being a member of the Audit, Finance & Risk Committee and was appointed to the Governance Committee on May 8, 2019.

Retiring director

Catherine L. Williams is not standing for re-election as a director of Enbridge and will retire at the end of the Meeting. Ms. Williams has served on our Board since November 1, 2007 and is 69 years old. Ms. Williams was the Chief Financial Officer for Shell Canada Limited (oil and gas company) from 2003 to 2007. Prior thereto, she held various positions with Shell Canada Limited, Shell Europe Oil Products, Shell Canada Oil Products and Shell International (oil and gas companies) from 1984 to 2003. Ms. Williams holds a BA (Bachelor of Arts) from the University of Western Ontario and an MBA (Master of Business Administration, Finance) from Queen’s School of Business (now Smith School of Business at Queen’s University). Ms. Williams’ other public company board and committee memberships are as follows:

 

 

Public

 

       

Vermilion Energy Inc.

(public oil and gas company)

  

Director

Chair, audit committee

Member, governance and human resources committee

 

       

 

 

Enbridge Inc. 2020 Management Information Circular    17


Director independence

 

 

  Director

 

  

 

Independent

 

  

 

Non-Independent

 

  

 

Reason for non-independence

 

  Pamela L. Carter

  

 

         

  Marcel R. Coutu

  

         

  Susan M. Cunningham

  

         

  Gregory L. Ebel

           Former Chairman, President and CEO of Spectra Energy and a non-executive Spectra Energy employee until April 15, 2017. The Board will re-evaluate Mr. Ebel’s independence after the NYSE three-year look-back rule for independence ends on April 15, 2020 and is expected to determine that Mr. Ebel is independent, subject to no new material relationships affecting his independence at that time.

  J. Herb England

        

  Charles W. Fischer

  

         

  Gregory J. Goff

  

         

  V. Maureen Kempston Darkes

  

         

  Teresa S. Madden

  

         

  Al Monaco

           President & CEO of the company

  Dan C. Tutcher

       

  

Employee of Brookfield, whose subsidiary and institutional partners made payments to Enbridge for property or services in an amount which exceeds 2% of Brookfield’s consolidated gross revenues

  Catherine L. Williams

  

         

Current Board committee participation

 

  Director    Audit, Finance
& Risk
Committee
     Corporate
Social
Responsibility
Committee
     Governance
Committee
     Human
Resources &
Compensation
Committee
     Safety &
Reliability
Committee
 
  Not independent                                             
  Gregory L. Ebel1                                             
  Al Monaco1                                             
  Dan C. Tutcher                                         
  Independent                                             
  Pamela L. Carter                      committee chair                    
  Marcel R. Coutu2                                         
  Susan M. Cunningham                                         
  J. Herb England2      committee chair                                    
  Charles W. Fischer                                      committee chair  
  Gregory J. Goff3                                             
  V. Maureen Kempston Darkes               committee chair                         
  Teresa S. Madden2                                         
  Catherine L. Williams2                               committee chair           

 

1.

Messrs. Ebel and Monaco are not members of any of the committees of the Board. They attend committee meetings in their capacities as Chair of the Board and President & CEO, respectively.

2.

Mses. Madden and Williams and Messrs. Coutu and England each qualify as an audit committee financial expert, as defined under the U.S. Securities Exchange Act of 1934, as amended. The Board has also determined that all the members of the Audit, Finance & Risk Committee are financially literate according to the meaning of National Instrument 52-110Audit Committees and the rules of the NYSE.

3.

Mr. Goff has not yet been appointed to any Board committees.

 

 

18    Enbridge Inc. 2020 Management Information Circular


Board and Board committee meetings in 2019

 

  Board/committee    Total number of
meetings
     In camera sessions      Overall
attendance
 
  Board      7        7        96%  
  Audit, Finance & Risk Committee      4        4        95%  
  Corporate Social Responsibility Committee      4        4        94%  
  Governance Committee      4        4        100%  
  Human Resources & Compensation Committee      5        5        91%  
  Safety & Reliability Committee      4        4        88%  
  Total      28        28        95%  

Director attendance in 2019

 

                             Board committee meetings  
   Board of
Directors
meetings
(7 meetings)
            Audit,
Finance &
Risk
(4 meetings)
     Corporate
Social
Responsibility
(4 meetings)
     Governance
(4 meetings)
     Human
Resources &
Compensation
(5 meetings)
    

Safety &

Reliability
(4 meetings)

 
  Director    Number      %             Number      %      Number      %      Number      %      Number      %      Number      %  
  Pamela L. Carter1      7        100                              4        100        4        100                      2        100  
  Marcel R. Coutu2      7        100                3        75                      2        100        4        80                
  Susan M. Cunningham3      5        83                                                          2        67        2        67  
  Gregory L. Ebel      7        100                4        100        4        100        4        100        5        100        4        100  
  J. Herb England4      7        100                4        100                      2        100                              
  Charles W. Fischer      7        100                4        100        4        100                                    4        100  
  Gregory J. Goff5                                                                                            
  V. Maureen Kempston Darkes      7        100                              4        100                      5        100        4        100  
  Teresa S. Madden6      6        86                3        100                      3        100                              
  Al Monaco7      7        100                4        100        4        100        4        100        5        100        4        100  
  Dan C. Tutcher      7        100                              3        75                                    3        75  
  Catherine L. Williams8      6        86                2        100                      2        100        5        100                

 

1.

Ms. Carter ceased to be a member of the Safety & Reliability Committee on May 8, 2019.

2.

Mr. Coutu ceased to be a member of the Governance Committee on May 8, 2019.

3.

Ms. Cunningham was appointed to the Board, Human Resources & Compensation Committee and Safety & Reliability Committee on February 13, 2019.

4.

Mr. England was appointed to the Governance Committee on May 8, 2019.

5.

Mr. Goff was appointed to the Board on February 11, 2020.

6.

Ms. Madden was appointed to the Board, Audit, Finance & Risk Committee and Governance Committee on February 12, 2019.

7.

Mr. Monaco is not a member of any Board committee. As a director and President & CEO, he attends Board committee meetings at the request of such committees.

8.

Ms. Williams was a member of the Audit, Finance & Risk Committee until May 8, 2019 when she became a member of the Governance Committee.

All then-current directors, other than Mses. Cunningham and Madden, attended the 2019 annual meeting of shareholders.

 

 

Enbridge Inc. 2020 Management Information Circular    19


Board diversity and tenure

Five of Enbridge’s 12 directors, or approximately 42% of the Board, are women. Four of these five directors are standing for re-election. The charts below show director gender diversity, tenure and age. The average tenure of our directors is approximately 6.76 years. For further information on our Diversity and Inclusion Policy, guidelines for director retirement and the latest date of retirement of each director, please refer to “Diversity and inclusion” on page 37, “Director term limits” and “Identifying new candidates” on page 36 and the “Director profiles” beginning on page 10 of this Management Information Circular.

 

Director

Age Tenure on Enbridge Board
(years of service)
Under 60 60-69 70-75  0-5   5-10  10-15
Pamela L. Carter
Marcel R. Coutu
Susan M. Cunningham
Gregory L. Ebel
J. Herb England
Charles W. Fischer
Gregory J. Goff
V. Maureen Kempston Darkes
Teresa S. Madden
Al Monaco
Dan C. Tutcher
Catherine L. Williams
Total in each Age and Tenure Category 1 7 4 5 3 4

Mix of skills and experience

We maintain a skills and experience matrix for our directors in areas we think are important for a corporation like ours. We use this skills matrix to annually assess our board composition and in the recruitment of new directors.    The table below indicates each director’s skills and experience in the areas indicated based on a self-assessment by each director.

 

     Area   Carter   Coutu   Cunningham   Ebel   England   Fischer   Goff  

Kempston

Darkes

  Madden   Monaco   Tutcher   Williams
    Managing and Leading Strategy and Growth                        
    International                        
    CEO / CFO / Executive Officer                        
    Governance / Board                        
    Operations (Oil & Gas / Energy)                        
    Risk Oversight / Management                        
    Corporate Social Responsibility & Sustainability                        
    Energy Marketing                        
    Human Resources / Compensation                        
    Investment Banking / Mergers and Acquisitions                        
  Financial Literacy                        
    Information Technology                        
    Health, Safety & Environment                        
    Public Policy and Government and Stakeholder Relations                        
    Emerging Sectors / Growth Opportunities                        

 

 

20    Enbridge Inc. 2020 Management Information Circular


Compensation committee interlocks and insider participation

The table below sets out the board interlocks in 2019. The Board has determined that the board interlocks set out below do not impair the ability of these directors to exercise independent judgment as members of our Board.

 

  Directors    Serve together on this board of a public
company
   Serve on these committees
  Marcel R. Coutu    Brookfield Asset Management Inc.   

Chair, audit committee

Member, management, resources and compensation committee

  V. Maureen Kempston Darkes        

Chair, risk management committee

Member, management, resources and compensation committee

ITEM 2. Appointment of our auditor

PricewaterhouseCoopers LLP (“PwC”) were last appointed as our auditors at our last annual meeting of shareholders, held on May 8, 2019. If PwC are reappointed, they will serve as our auditor until the end of the next annual meeting of shareholders. PwC (formerly Price Waterhouse) have been our auditors since 1992 and have been the auditors for Enbridge Pipelines Inc., our subsidiary, since 1949. Representatives from PwC are expected to be present at the Meeting and will have an opportunity to make a statement if they desire to do so and will be available to respond to questions.

The Board, on the recommendation of the Audit, Finance & Risk Committee, proposes that PwC be reappointed as auditors and recommends that you vote for the reappointment of PwC as our auditors and authorizing the directors to set their remuneration. You may vote for or against the reappointment of our auditors or withhold your vote.

PwC is a participating audit firm with the Canadian Public Accountability Board, as required under the Canadian Securities Administrators’ National Instrument 52-108Auditor Oversight.

Auditor independence

Auditor independence is essential to the integrity of our financial statements and PwC has confirmed its status as independent within the meaning of the Canadian and U.S. securities rules.

We are subject to Canadian securities regulations (National Instrument 52-110Audit Committees (“NI 52-110”) and National Policy 58-201Corporate Governance Guidelines), the U.S. Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley”) and the accounting and corporate governance rules adopted by the SEC under Sarbanes-Oxley, which specify certain services that external auditors cannot provide.

We comply with these Canadian and U.S. rules. We believe, however, that some non-audit services, like tax compliance, can be delivered more efficiently and economically by our external auditors. To maintain auditor independence, our Audit, Finance & Risk Committee must pre-approve all audit and non-audit services. It is also responsible for overseeing the audit work performed by PwC.

The Audit, Finance & Risk Committee reviews our external auditors’ qualifications and independence once per year. Their review includes formal written statements that describe any relationships between the auditors, their affiliates and Enbridge that could affect the auditors’ independence and objectivity.

Pre-approval policies and procedures

The Audit, Finance & Risk Committee has adopted a policy that requires pre-approval by the Audit, Finance & Risk Committee of any services to be provided by the company’s external auditors, PwC, whether audit or non-audit services. The policy prohibits the company from engaging the auditors to provide the following non-audit services:

 

 

bookkeeping or other services related to accounting records and financial statements;

 

financial information systems design and implementation;

 

appraisal or valuation services, fairness opinions or contribution in kind reports;

 

actuarial services;

 

internal audit outsourcing services;

 

management functions or human resources;

 

broker or dealer, investment adviser or investment banking services;

 

legal services; and

 

expert services unrelated to the audit.

 

 

Enbridge Inc. 2020 Management Information Circular    21


The Audit, Finance & Risk Committee believes that the policy will protect the company from the potential loss of independence of the external auditors. The Audit, Finance & Risk Committee has also adopted a policy which prohibits the company from hiring (as a full time employee, contractor or otherwise) into a financial reporting oversight role any current or former employee or partner of its external auditor who provided audit, review or attest service in respect of the company’s financial statements (including financial statements of its reporting issuer subsidiaries and significant investees) during the 12 month period preceding the date of the initiation of the current annual audit. The policy further prohibits the hiring of a former partner of the company’s external auditor who receives pension benefits from the firm, unless such pension benefits are of a fixed amount, not dependent upon firm earnings and fully funded. In all cases, the hiring of any partner or employee or former partner or employee of the independent auditor is subject to joint approval by the lead engagement partner and the company’s Senior Vice President and Chief Accounting Officer.

External auditor services - fees

The following table sets forth all services rendered by the company’s auditors, PwC, by category, together with the corresponding fees billed by the auditors for each category of service for the financial years ended December 31, 2019 and 2018.

 

     

2019

(C$)

    

2018

(C$)

     Description of fee category

Audit fees

     16,928,000        17,715,900      Represents the aggregate fees for audit services.

Audit-related

fees

     431,000        1,385,000      Represents the aggregate fees for assurance and related services by the company’s auditors that are reasonably related to the performance of the audit or review of the company’s financial statements and are not included under “Audit fees”. During fiscal 2019 and 2018, the services provided in this category includes due diligence related to prospectus offerings and purchase price allocations.

Tax fees

     1,993,000        3,749,500      Represents the aggregate fees for professional services rendered by the company’s auditors for tax compliance, tax advice and tax planning.

All other fees

     320,000        152,000      Represents the aggregate fees for products and services provided by the company’s auditors other than those services reported under “Audit fees”, “Audit-related fees” and “Tax fees”. During fiscal 2019 and 2018, these fees include those related to French translation work.

Total fees

     19,672,000        23,002,400       

You can find information about the roles and responsibilities of the Audit, Finance & Risk Committee beginning on page 41 of this Management Information Circular.

Vote required for approval:

The appointment of PwC as Enbridge’s auditor and authorizing the Board to set their remuneration requires an affirmative vote of the majority of the votes duly cast at the Meeting.

 

The Board recommends that shareholders vote “FOR” the reappointment of

PricewaterhouseCoopers LLP as independent auditors of the company

to hold office until the close of the next annual meeting of shareholders

and authorizing the Board to set their remuneration.

ITEM 3: Amendment, reconfirmation and approval of the Enbridge Shareholder Rights Plan

You will be asked to vote in favour of the amendment, reconfirmation and approval of our shareholder rights plan and certain non-material amendments thereto under the terms of an agreement between Enbridge and Computershare Trust Company of Canada (our rights agent) (“Computershare”).

The plan encourages the fair treatment of shareholders if there is a take-over bid for control of Enbridge. Our rights plan became effective on November 9, 1995. It was amended and restated in 1996 and has been amended, restated and reconfirmed by shareholders every three years since, most recently in 2017. The plan provides that it must be reconfirmed and approved by a majority vote of shareholders not later than the 2020 annual meeting of shareholders and at such a meeting every three years thereafter. Where such shareholder approval is not obtained, the plan will terminate and cease to have effect.

On January 4, 2019, we entered into an agreement with AST Trust Company (Canada) (“AST”) and Computershare under which AST resigned as rights agent under the shareholder rights plan and Computershare was appointed as rights agent under the shareholder rights plan.

 

 

22    Enbridge Inc. 2020 Management Information Circular


The Board believes the shareholder rights plan is in the best interests of Enbridge and our shareholders because:

 

it gives the Board sufficient time to explore and develop alternatives to a take-over bid, to maximize shareholder value; and

it gives every shareholder an equal opportunity to participate in a take-over bid.

The Board recommends that shareholders vote FOR the following resolution:

BE IT RESOLVED that:

 

1.

the shareholder rights plan agreement between Enbridge Inc. (“Enbridge”) and Computershare Trust Company of Canada (as rights agent), dated November 9, 1995 and amended and restated as of May 5, 2020 (“2020 rights plan”) is hereby ratified, reconfirmed and approved;

2.

any revisions made to the 2020 rights plan on or before May 5, 2020 that are required by the relevant stock exchange to conform our plan with most other shareholder rights plans for reporting issuers in Canada, as may be approved by any two officers of Enbridge, are hereby approved;

3.

the 2020 rights plan, as amended in accordance with the immediately preceding bullet point, if applicable, is hereby ratified, confirmed and approved; and

4.

any officer or director of Enbridge be and is hereby authorized for and on behalf of Enbridge, under corporate seal or otherwise, to do all such things and to execute all such documents or instruments as may be necessary or desirable to give effect to this resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such documents or instruments and the taking of such actions.

Shareholders must approve the resolution for the shareholder rights plan to continue, otherwise it will terminate. A summary of the principal terms of the shareholder rights plan is set out in “Appendix A – Shareholder Rights Plan Summary”.

Vote required for approval:

The amendments, reconfirmation and approval of the Shareholder Rights Plan of Enbridge requires an affirmative vote of the majority of the votes duly cast at the Meeting, otherwise it will terminate.

 

The Board recommends that shareholders vote “FOR”

the amendment, reconfirmation and approval of the

2020 Shareholder Rights Plan of Enbridge.

ITEM 4: Ratification, confirmation and approval of certain amendments to General By-Law No. 1 of Enbridge

General By-Law No. 1, which regulates the business and affairs of Enbridge, was amended in February 2017 to specify certain board composition and Chair of the Board requirements of Enbridge for specified periods following the closing of the Merger Transaction (as defined on page 28). As those specified periods will have all expired following the annual meeting of the shareholders on May 5, 2020, the directors of Enbridge have resolved to amend General By-Law No. 1 to remove the expired provisions and make conforming or consequential adjustments to the language or numbering of General By-Law No. 1. The Board has also approved the removal of the description of roles of certain officers of the company and other non-material amendments, which although not specifically described above are all reflected in “Appendix B – Amended & Restated General By-law No. 1”.

The Board recommends that shareholders vote FOR the following resolution:

BE IT RESOLVED as an ordinary resolution of the shareholders of Enbridge Inc. that:

 

1.

the amendments to General By-Law No. 1 of Enbridge Inc. (“Enbridge”), as set forth in “Appendix B – Amended & Restated General By-Law No. 1” and as described in Enbridge’s Management Information Circular dated March 2, 2020, be and are hereby ratified, confirmed and approved; and

2.

any officer or director of Enbridge be and is hereby authorized for and on behalf of Enbridge, under corporate seal or otherwise, to do all such things and to execute all such documents or instruments as may be necessary or desirable to give effect to this resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such documents or instruments and the taking of any such actions.

 

 

Enbridge Inc. 2020 Management Information Circular    23


Vote required for approval:

The ratification, confirmation and approval of the amended and restated General By-Law No. 1 requires an affirmative vote of the majority of the votes duly cast at the Meeting.

 

The Board recommends that shareholders vote “FOR”

the ratification, confirmation and approval of amendments reflected in the amended

and restated General By-Law No. 1.

ITEM 5: Advisory vote on our approach to executive compensation

We are providing shareholders with the opportunity to vote for or against, on a non-binding advisory basis, our approach to executive compensation as disclosed in this Management Information Circular, commonly known as “say on pay”. As this is an advisory vote, the results will not be binding on the Board. However, when considering the company’s approach to compensation for our named executive officers (“NEO”), the Board will take into account the results of this vote, together with other shareholder feedback and best practices in compensation and governance.

We ask that, as you consider your vote, you review the Compensation Discussion and Analysis contained in this Management Information Circular. The Board believes that the executive compensation program that has been implemented achieves the goal of maximizing long-term shareholder value while attracting, motivating and retaining top talent. The company recognizes that the proper structure of executive compensation is critical to both managing risk and appropriately incentivizing the company’s NEOs. The company believes that its approach to executive compensation is fair and balanced, and creates incentives for NEOs that are well-aligned with shareholders’ interests over the long term.

We have held advisory votes on our approach to executive compensation at each annual meeting of shareholders since 2011. Voting results in the most recent three years are set out in the table below.

 

  Say on pay vote      2019        2018        2017  

Votes for

       93.53%          83.78%          95.94%  

You will be asked to vote for or against, or you may abstain from voting on, our approach to executive compensation through the following resolution.

The Board recommends that shareholders vote FOR the following resolution:

BE IT RESOLVED, on an advisory basis, and not to diminish the roles and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in Enbridge Inc.’s Management Information Circular dated March 2, 2020, delivered in advance of its 2020 annual meeting of shareholders.

The Board will take the results of this vote into account when it considers future compensation policies and issues. We will also examine the level of shareholder interest and the comments we receive and consider the best approach and timing for soliciting feedback from shareholders on our approach to executive compensation in the future.

Vote required for approval:

In order to be approved, the advisory “say on pay” resolution requires an affirmative vote of the majority of the votes duly cast at the Meeting.

 

The Board recommends that shareholders vote “FOR”

the advisory vote on our approach to executive compensation as disclosed in the

Management Information Circular.

Shareholder proposals

We did not receive any shareholder proposals for inclusion in the Management Information Circular.

Proposals for the 2021 meeting

Enbridge is subject to the provisions of the Canada Business Corporations Act with respect to shareholder proposals. As indicated under the Canada Business Corporations Act, simply submitting a shareholder proposal does not guarantee its inclusion in the management information circular.

 

 

24    Enbridge Inc. 2020 Management Information Circular


Shareholder proposals submitted pursuant to applicable provisions of the Canada Business Corporations Act that a shareholder intends to present at the annual meeting of shareholders to be held in 2021 (the “2021 meeting”) and wishes to be considered for inclusion in Enbridge’s management information circular and proxy form for the 2021 meeting must be received no later than December 2, 2020. Such proposals must also comply with all applicable provisions of the Canada Business Corporations Act and the regulations thereunder. The 2021 meeting is expected to be held in May 2021 in Calgary, Alberta.

All shareholder proposals must be mailed to our Corporate Secretary at Enbridge Inc., 200 – 425 1st Street SW, Calgary, Alberta, Canada T2P 3L8, or sent by email to CorporateSecretary@enbridge.com, and received by the deadline indicated above.

As described below in the section “Advance Notice By-law”, pursuant to Enbridge’s Advance Notice By-Law (By-law No. 2), if a shareholder intends to nominate a person for election as a director of Enbridge at an annual meeting of shareholders, other than pursuant to a shareholder proposal, such nomination must comply with the procedures set out in the Advance Notice By-Law, including providing timely notice in proper written form. Please refer to page 29 of this Management Information Circular for details.

Other business

As of the date of this Management Information Circular, the Board and management are not aware of any other items of business to be brought before the Meeting.

Voting results

We will post the results of this year’s votes and the other items of business on our website (www.enbridge.com) and on www.sedar.com and www.sec.gov following the Meeting.

 

 

Enbridge Inc. 2020 Management Information Circular    25


Statement of corporate governance

Regulations, rules and standards

As of June 30, 2019, Enbridge regained its status as a “foreign private issuer” pursuant to applicable U.S. securities laws. Accordingly, Enbridge is permitted to follow home country practice instead of certain governance requirements set out in the NYSE rules, provided we disclose any significant differences between our governance practices and those required by the NYSE. Further information regarding those differences is available on our website (www.enbridge.com).

We have a comprehensive system of stewardship and accountability that meets applicable Canadian and U.S. requirements, including: Canadian Securities Administrators (CSA) National Policy 58-201 Corporate Governance Guidelines; National Instrument 58-101 Disclosure of Corporate Governance Practices; National Instrument 52-110 Audit Committees; requirements of the Canada Business Corporations Act; and the corporate governance guidelines of the NYSE.

Our governance practices

Sound governance means sound business. At Enbridge, we believe good governance is important for our shareholders, our employees and the company.

This section discusses our governance philosophy, policies and practices. It also describes the role and functioning of our Board and the five Board committees. The framework for our corporate governance can be found in our Corporate Governance Principles and Guidelines, our Statement on Business Conduct and in the written terms of reference for our Board, each of the five Board committees, the President & CEO and the Chair of the Board. Our articles and by-laws also set out certain matters that govern our business activities. All of these documents are available on our website (www.enbridge.com).

Governance highlights

We are committed to strong and sustainable corporate governance which promotes the long-term interests of our shareholders, strengthens our Board and management accountability and helps build public trust in Enbridge. As at the date of this Management Information Circular, important elements of our strong corporate governance include:

 

 Annual election of all directors

  

 42% women directors

  

 Share ownership guidelines for directors and executives

 Separate Chair and CEO

  

 Majority independent directors

  

 Independent audit, compensation and nominating committees

 Majority voting policy for directors

  

 Statement on business conduct and ethics & compliance program

  

 Annual advisory vote on executive compensation

 Diversity policy for directors and senior management

  

 Individual director election (no slate voting)

  

 Board renewal 42% directors <5 years tenure

 Regular executive sessions of non-management directors

  

 Annual Board, committee and director evaluation process

  

 Board orientation/education program

 Risk oversight by Board and Board committees

  

 Incentive compensation clawback policy

  

 prohibition on hedging or pledging for directors, executives and all employees

 No dual class share structure

  

 Executive compensation pay-for-performance philosophy

  

 whistle blower policy

 Political contributions policy

  

 Sustainability reporting

  

 shareholder engagement on ESG matters

 

 

26    Enbridge Inc. 2020 Management Information Circular


Key governance documents

Various mandates, policies and practices support the corporate governance framework at Enbridge. The following documents, among others, are key components of Enbridge’s corporate governance and can be found on our website at www.enbridge.com:

 

 

Articles of Continuance and Articles of Amendment

 

General By-Law No. 1

 

By-Law No. 2

 

Statement on Business Conduct

 

Corporate Governance Principles and Guidelines (“Governance Guidelines”)

 

Incentive Compensation Clawback Policy

 

Terms of Reference for the Board

 

Terms of Reference for each Board Committee

 

Terms of Reference for the Chair of the Board

 

Terms of Reference for the President & CEO

 

Whistle Blower Policy

A culture of ethical conduct

A strong culture of ethical conduct is central to Enbridge.

Our Statement on Business Conduct (available on our website at www.enbridge.com) is our formal statement of expectations for all individuals engaged by Enbridge. It applies to everyone at Enbridge and our subsidiaries, including our directors, officers, employees, contingent workers as well as consultants and contractors retained by Enbridge.

It discusses what we expect in areas like:

 

    complying with the law, applicable rules and all policies;
    how to avoid conflicts of interest, including examples of acceptable forms of gifts and entertainment;
    anti-corruption and money laundering;
    acquiring, using and maintaining assets (including computers and communication devices) appropriately;
    data privacy, records management, and proprietary, confidential and insider information;
    protecting health, safety and the environment;
    interacting with landowners, customers, shareholders, employees and others; and
    respectful workplace/no harassment.
 

 

The Board approved a revised Statement on Business Conduct in 2017 and the revised Statement on Business Conduct became effective on September 29, 2017. We intend to post any amendment or waiver to the Statement on Business Conduct on our website within the time period required by the SEC.

On the commencement of employment with Enbridge and annually thereafter, all Enbridge employees and contingent workers active in the Company’s human resources information system are required to complete a Statement on Business Conduct training and certify compliance with the Statement on Business Conduct. In addition, employees and contingent workers are also required to disclose any actual or potential conflicts of interest.

Directors must also certify their compliance with the Statement on Business Conduct on an annual basis.

During January 2020, all employees and contingent workers active in the company’s human resources information system were required to complete online Statement on Business Conduct training and applicable compliance certification, and were required to declare any real or potential conflicts of interest. As of the date of this Management Information Circular, approximately 98% of these Enbridge employees had certified compliance with the Statement on Business Conduct for the year ended December 31, 2019. All 11 current directors on the Board who were directors in 2019 have also certified their compliance with the Statement on Business Conduct for the year ended December 31, 2019.

Building awareness

We use training to help raise awareness and reinforce our commitment to ethical conduct.

To date, we have developed training programs on fraud awareness, foreign corruption laws and the Statement on Business Conduct.

 

 

Enbridge Inc. 2020 Management Information Circular    27


Through the annual online Statement on Business Conduct training program, Enbridge communicates its expectation that everyone working for Enbridge has a duty to report compliance issues (including suspected breaches of the Statement on Business Conduct) on a timely basis.

Our values

Enbridge adheres to a strong set of core values – safety, integrity and respect – in support of our communities, the environment and each other.

Handling conflicts of interest and related person transactions

If a director or officer has a material interest in a transaction or agreement involving Enbridge, or otherwise identifies a potential personal conflict, he or she must:

 

 

declare the conflict or potential conflict; and

 

abstain from voting on the matter at any Board meeting where it is being discussed or considered.

This approach is consistent with the requirements of the Canada Business Corporations Act. In addition, the Board would review related person transactions in conjunction with making director independence determinations. Completion of annual questionnaires by directors and officers of the company assists in identifying possible related person transactions. Further, as set forth above, pursuant to our Statement on Business Conduct, all officers and directors are required to avoid conflicts of interest and to disclose any actual or potential conflicts of interest. They must also annually certify their compliance with the Statement on Business Conduct. Disclosures of an actual or potential conflict of interest are reviewed by the company’s Ethics & Compliance Department to ensure appropriate follow-up and reporting. Any waiver from any part of the Statement on Business Conduct requires the approval of the CEO. For executive officers, senior financial officers and members of the Board, a waiver requires the express approval of Enbridge’s Board. Since the beginning of 2019, neither the CEO nor the Board has waived any aspect of the Statement on Business Conduct.

For purposes of the foregoing, a “related person transaction” is a transaction in which the company was or is to be a participant and the amount involved exceeds US$120,000, and in which any related person had or will have a direct or indirect material interest, and a “related person” means (i) a director, nominee director or executive officer of the company; (ii) an immediate family member of a director, nominee director or executive officer, or (iii) a beneficial holder of greater than five per cent of the company’s shares or an immediate family member of such holder.

Interest of informed persons in material transactions / transactions with related persons

On February 27, 2017, Enbridge and Spectra Energy combined through a stock-for-stock merger transaction (the “Merger Transaction”). Upon the closing of the Merger Transaction, Gregory L. Ebel (Spectra Energy’s former Chairman, President and CEO) became the non-executive Chair of the Enbridge Board of Directors. Enbridge is required, until the first meeting of the Board of Directors following the 2020 annual shareholders meeting of Enbridge, to provide, without charge, to Mr. Ebel as non-executive Chair: (i) use of Enbridge’s aircraft for business flights to board meetings and for other business conducted on behalf of Enbridge, (ii) information technology support and (iii) administrative support.

Enbridge is also required to secure office space in the Houston area on behalf of Mr. Ebel and to reimburse the non-executive Chair for expenses incurred for tax return preparation services (in an aggregate amount not to exceed US$100,000 per year for such office and tax return preparation services). Following the closing of the Merger Transaction, Mr. Ebel remained a non-executive employee of Spectra Energy until April 15, 2017, at which time he experienced a qualifying termination under his change in control agreement with Spectra Energy and became entitled to receive certain payments and benefits which were paid in 2017 and 2018 as well as the following payments and benefits which, except as indicated below, were paid in 2019:

 

 

continued welfare benefits for a period of two years following Mr. Ebel’s qualifying termination (such benefits are valued at approximately US$45,521, with those provided in 2019 valued at US$8,750).

Insider trading prohibited

Our insider trading and reporting guidelines, which were most recently revised in November 2019, place restrictions on those in a special relationship with Enbridge (including insiders) when they purchase or sell Enbridge shares or other securities. The guidelines, which fulfill our obligations to stock exchanges, regulators and investors, include the following measures:

 

 

imposing quarterly and annual trading blackout periods on all directors and officers of Enbridge and its subsidiaries and certain employees, contractors and other persons in a special relationship with Enbridge when financial results

 

 

28    Enbridge Inc. 2020 Management Information Circular


 

are being prepared and have not yet been publicly disclosed (these periods currently begin on the first day following the end of each fiscal quarter or year end and end at the close of trading on the first trading day after we issue a news release disclosing our financial results for that fiscal quarter or year-end or a Form 10-Q or Form 10-K, as applicable, is filed with the SEC);

 

encouraging and, in the case of directors and executive officers, requiring pre-clearance of all proposed purchases or sales of Enbridge securities with the Corporate Secretary’s office;

 

prohibiting all directors, officers, employees, contractors and other persons in a special relationship with Enbridge and its subsidiaries from purchasing or selling securities of Enbridge or its subsidiaries with knowledge of material non-public information, from disclosing material non-public information to any other persons and from making recommendations or expressing opinions on the basis of material non-public information as to the purchase or sale of securities of Enbridge and its subsidiaries; and

 

prohibiting all directors, officers, employees and contractors of Enbridge and its subsidiaries from engaging in hedging transactions and short sales of Enbridge securities.

Whistle Blower Policy and reporting procedure

Our Whistle Blower Policy and reporting procedures help uphold our strong values and preserve our culture of ethical business conduct.

We introduced the Whistle Blower procedures a number of years ago to protect the integrity of our accounting, auditing and financial processes. We expanded and updated the procedures in 2008 and 2012, and again in 2017.

Complaints about financial or accounting irregularities, unethical conduct or any other compliance issues (including alleged violations of the Statement on Business Conduct) can be made anonymously using the Enbridge Ethics Helpline (“Helpline”), which allows for the submission of confidential and anonymous reports through a toll-free telephone number, mobile texting and web-based reporting system. The Helpline is administered by an independent third-party service provider. Copies of all reports received through the Helpline are provided to the chair of the Audit, Finance & Risk Committee. Individuals can also report concerns about financial or accounting irregularities or unethical conduct confidentially, and directly, to the chair of the Audit, Finance & Risk Committee. All written submissions may be made anonymously and any complaints submitted in a sealed envelope marked “Private and Strictly Confidential” will be delivered to the chair of the Audit, Finance & Risk Committee unopened.

At least once each quarter (sooner if there is an urgent matter), the Chief Compliance Officer reports to the Audit, Finance & Risk Committee about all significant complaints received and to the Safety & Reliability Committee about all significant complaints received on matters within the Safety & Reliability Committee’s mandate. Quarterly reports to the Audit, Finance & Risk Committee also include information about any other significant compliance issues that have been brought to the attention of Enbridge’s Ethics & Compliance Department through quarterly compliance surveys. The Audit, Finance & Risk Committee then determines how to handle any issues or complaints brought to its attention. The committee can hire independent advisors (e.g., outside legal counsel, independent auditors and others) to help investigate and resolve a matter.

Advance Notice By-Law

Enbridge’s By-Law No. 2 sets out advance notice requirements for director nominations (the “Advance Notice By-Law”). It was adopted by the Board on December 2, 2014 and confirmed by shareholders at the annual meeting of shareholders on May 6, 2015. The purpose of the Advance Notice By-Law is to provide shareholders, directors and management of Enbridge with guidance on the nomination of directors. The Advance Notice By-Law is the framework by which the company seeks to fix a deadline by which shareholders of the company must submit director nominations to the company prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the company for the notice to be in proper written form.

Pursuant to the Advance Notice By-Law, if a shareholder intends to nominate a person for election as a director of Enbridge at the Meeting, other than pursuant to a shareholder proposal, such nominations must comply with the procedures set out in the Advance Notice By-Law, including providing timely notice in proper written form.

To be timely, the nominating shareholder’s notice must be given: (a) in the case of an annual meeting of shareholders, not less than 30 days prior to the date of the meeting (no later than 5:00 p.m. mountain standard time on April 3, 2020, in the case of the Meeting); provided, that if the meeting is to be held less than 50 days after the date (the “Notice Date”) on which the first public announcement of the date of the meeting was made, notice shall be not later than the close of business on the 10th day following the Notice Date; and (b) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not also

 

 

Enbridge Inc. 2020 Management Information Circular    29


called for other purposes), not later than the close of business on the 15th day following the day on which the first public announcement of the date of the meeting was made. The 2021 annual meeting of shareholders is expected to be held in May 2021 in Calgary, Alberta.

To be in proper written form, a nominating shareholder’s notice must set forth or be accompanied by, as applicable, the information specified in the Advance Notice By-Law regarding both the nominating shareholder and the person whom the nominating shareholder proposes to nominate for election as a director (a “proposed nominee”), as well as the written consent duly signed by the proposed nominee to being named as a nominee for election to the Board and to serve as a director of the company, if elected. Such notice must be promptly updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting.

Delivery of the notice pursuant to the Advance Notice By-Law may only be given by personal delivery or electronic mail, and shall be deemed to have been given and made only at the time it is served by personal delivery or sent by electronic mail to the secretary of the company at: Corporate Secretary, 200, 425-1st Street S.W., Calgary, Alberta, Canada, T2P 3L8 or, in the case of electronic mail, to CorporateSecretary@enbridge.com; provided if such delivery or electronic mail is made on a day which is not a business day or later than 5:00 p.m. (Calgary time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day. The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the Advance Notice By-Law and, if any proposed nomination is not in compliance therewith, to declare that such defective nomination shall be disregarded. The Board may, in its sole discretion, waive any requirement in the Advance Notice By-Law. A copy of Enbridge’s Advance Notice By-Law is available on our website (www.enbridge.com).

The role of the Board

The Board is ultimately responsible for governance at Enbridge and for stewardship of the company. It has full power to oversee the management of our business and affairs. It carries out many of its responsibilities through its five standing Board committees:

 

 

Audit, Finance & Risk;

 

Corporate Social Responsibility;

 

Governance;

 

Human Resources & Compensation; and

 

Safety & Reliability.

Principal responsibilities

As part of its stewardship responsibility, the Board has the following responsibilities:

 

 

appoints, evaluates the performance of, and approves the compensation of the President & CEO and approves the appointment of other members of executive management;

 

ensures that processes are in place for succession planning, training and monitoring of senior management;

 

reviews and approves our strategic plan, provides guidance and monitors our progress;

 

helps us identify principal risks, monitors our risk management programs and ensures appropriate systems are implemented to monitor, manage and mitigate those risks;

 

ensures we have processes in place to monitor and maintain the integrity of our internal control and management information systems;

 

ensures the President & CEO and executive management create a culture of integrity, safety and respect throughout the company;

 

develops the company’s approach to corporate governance, including our Governance Guidelines; and

 

oversees shareholder communications, public disclosure and corporate communications.

The Board is responsible for oversight of key areas referred to above and for overseeing corporate financial operation, including changes to capital structure, annual budgets and financing plans, dividend policy, new financings, financial statements and management’s discussion and analysis and the company’s authorities and spending limits policies. In addition, the Board reviews and approves initiatives, investments and transactions that could materially affect the company. The Board also approves and monitors compliance with significant policies and procedures by which the company is governed and operated.

 

 

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The Board’s responsibilities are described in the terms of reference for the Board, which are attached at Appendix C to this Management Information Circular. These terms of reference were drafted by management under the guidance of the Governance Committee and approved by the Board, which reviews them once per year and updates them as needed. Copies of the terms of reference for the Board and each of the Board committees are also available on our website (www.enbridge.com).

The Board delegates day-to-day management of Enbridge to the President & CEO and senior management, although major capital expenditures, debt and equity financing arrangements and significant acquisitions and divestitures require Board approval.

The Board develops position descriptions for each committee chair. These descriptions are part of their terms of reference and are reviewed annually. The Governance Committee defines the division of duties between the Board and the President & CEO. The terms of reference for the President & CEO are also available on our website (www.enbridge.com).

The role of the non-executive chair of the Board

The Terms of Reference for the Chair of the Board are available on our website (www.enbridge.com).

Strategic planning

The Board is responsible for reviewing our strategic planning process and for reviewing and approving our strategic plan to support our vision to be the leading energy delivery company in North America. The Board holds at least one meeting per year that is dedicated to the strategic plan and holds regular strategy update sessions at every regular Board meeting throughout the year to oversee the implementation of the plan, monitor our progress, consider any adjustments to the plan and review and approve any transactions it believes will have a significant impact on the plan or our strategic direction.

Safety and operational reliability remains Enbridge’s number one priority and sets the foundation for the strategic plan. You will find more information about our strategic priorities in our annual report which is available on our website (www.enbridge.com).

 

LOGO

Risk oversight and management

Risk oversight and management is an important role for the Board and Board committees. The Board is responsible for identifying and having an understanding of the principal risks of the company’s business and ensuring that appropriate systems are implemented to monitor, manage and mitigate those risks. Each year, management prepares a corporate risk assessment report for the Board which assesses enterprise-wide risks and highlights top risks. Management regularly updates the Board and committees on our top risks.

 

 

Enbridge Inc. 2020 Management Information Circular    31


Our annual report on Form 10-K filed with the SEC and on SEDAR on February 14, 2020, including our management’s discussion and analysis for the year ended December 31, 2019, contains more information about the risks applicable to Enbridge, and is available on our website (www.enbridge.com) and on www.sedar.com and www.sec.gov.

Board committees’ role in risk management

To better identify, manage and mitigate risk, the corporate risk assessment report is reviewed annually by the four Board committees with enterprise-wide risk management responsibility: the Audit, Finance & Risk Committee, the Safety & Reliability Committee, the Corporate Social Responsibility Committee and the Human Resources & Compensation Committee (“HRC Committee”). As a result of such review, each committee makes recommendations to the Board in respect of company practices. In addition, the Board committees can authorize the implementation of systems that address risks within the scope of their responsibility and monitor them to ensure they remain effective.

 

   Board committee

 

Risk oversight responsibilities

 

Audit, Finance & Risk Committee

 

 

Oversight of the company’s strategies, policies and practices relating to assessing, managing, preventing and mitigating risk and the integrity of our financial statements and financial reporting process, including the annual review of the company’s principal and financial risks and insurance program.

 

 

Safety & Reliability Committee

 

 

Oversight of safety and operational risk including pipeline and facility integrity management, security, emergency response, enterprise-wide safety culture and environment, health and safety.

 

 

Corporate Social Responsibility Committee

 

 

Oversight of corporate social responsibility and sustainability matters including climate and energy, Indigenous rights and relationships, stakeholder engagement, government relations and environmental, social and governance matters, as well as our reporting in this area.

 

 

Human Resources & Compensation Committee

 

 

Oversight of people- and compensation-related risk, ensuring our compensation program and practices do not encourage inappropriate or excessive risks that could have a material adverse impact on the company; succession planning; and pension, retirement and savings plans.

 

 

Governance Committee

 

 

Oversight of corporate governance framework, including director appointment, education and evaluation processes, Enbridge’s corporate governance practices and Statement on Business Conduct.

 

Each committee reports to the Board, which coordinates the company’s overall risk management approach.

For further information on each Board committee’s role in risk management, please refer to “Board committees”, beginning on page 41.

Internal controls

The Board seeks assurance at least annually that our internal control systems and management information systems are operating effectively.

The Board has delegated responsibility for reviewing our quarterly and annual financial statements to the Audit, Finance & Risk Committee. The Audit, Finance & Risk Committee reviews and approves our quarterly financial statements and recommends our annual financial statements to the Board for approval. The committee is also responsible for overseeing our internal audit function and senior management reporting on internal controls.

Corporate communications

The Board reviews and approves all major corporate communications policies, including our corporate disclosure guidelines. It also reviews and approves all corporate disclosure documents, including our annual report to shareholders, MD&A and management information circular.

The Board works to ensure we communicate effectively with shareholders, the public and other stakeholders to avoid selective disclosure.

Succession planning

The Board is responsible for:

 

 

appointing the President & CEO and ratifying the appointment of other members of executive management;

 

monitoring senior management’s performance; and

 

annually reviewing the succession strategy for all senior management positions.

It delegates responsibility for reviewing our policies and procedures relating to employment, succession planning and compensation (including executive compensation) to the HRC Committee.

The HRC Committee is also responsible for:

 

 

making sure we have appropriate programs for dealing with succession planning and employee retention;

 

monitoring the performance of senior management;

 

 

32    Enbridge Inc. 2020 Management Information Circular


 

overseeing human capital risk to make sure our management programs (including those for our officers) effectively address succession planning and employee retention;

 

overseeing the design of our compensation programs; and

 

reporting to the Board on organizational structure and succession planning matters.

Our expectations of our directors

Our directors are expected to act in the best interests of Enbridge. They have a duty of care to exercise in both decision-making and oversight.

Independence

First and foremost, we believe in the importance of an independent board. The Governance Committee is responsible for making sure the Board functions independently of management.

The majority of our directors must be independent, as defined by Canadian securities regulators in NI 52-110, NYSE rules and the rules and regulations of the SEC. The Governance Guidelines provide that the Board shall consist of a substantial majority of independent directors. The Board uses a detailed annual questionnaire to assist in determining if a director is independent.

The Board has determined that 9 of our 12 directors are independent.

Mr. Monaco is not independent because he is our President & CEO and a member of management.

As at March 2, 2020, Mr. Ebel is not independent because he was the Chairman, President and CEO of Spectra Energy until the Merger Transaction and he remained a non-executive employee of Spectra Energy until April 15, 2017. The Board will re-evaluate Mr. Ebel’s independence after the NYSE three-year look-back rule for independence ends on April 15, 2020 and is expected to determine that Mr. Ebel is independent, subject to no new material relationships affecting his independence at that time.

Mr. Tutcher is not independent because he is an employee of Brookfield, whose subsidiary and institutional partners made payments to Enbridge in 2018 for property or services in an amount which exceeds 2% of Brookfield’s consolidated gross revenues. See “Director independence” on page 18 for more information.

The Governance Committee has developed guidelines to ensure each director is aware of the expectations placed on him or her as a director. Key expectations include meeting attendance, financial literacy and ethical conduct.

Separate CEO and Board Chair

Mr. Monaco is the President & CEO of Enbridge. Mr. Ebel is the non-executive Chair of the Board. Mr. Ebel is not independent for the reasons referred to under “Independence” above.

Meetings of non-management directors

Our Governance Guidelines, available on our website (www.enbridge.com), provide that the Board meets regularly in camera without officers of the company present. The non-management directors also hold regularly scheduled meetings without management directors present and may invite management directors and members of the management to attend as they may determine. The Chair of the Board presides over these meetings and provides the President & CEO with a summary of the matters discussed at these meetings, including any issues that the Board expects management to pursue.

To facilitate leadership and open and candid discussion among independent directors, the independent directors are given the opportunity to hold in camera meetings should the need arise. In 2019, the directors met in camera following seven of the Board meetings and after each committee meeting. In the event that the non-management Directors include Directors who are not independent under applicable stock exchange rules, the company should, at least once per year, schedule an executive session including only independent directors. The directors held one such executive session of only the independent directors in 2019. The chair of the Audit, Finance & Risk Committee, or in his absence, the chair of the Governance Committee, presides over such meetings of independent directors.

The Board does not have an independent lead director.

Other directorships

Our directors may serve on the boards and committees of other public entities, as long as their outside positions and common memberships do not affect their ability to exercise independent judgment while serving on our Board. See “Compensation committee interlocks and insider participation” on page 21 for information about two of our directors who serve together on one other board.

 

 

Enbridge Inc. 2020 Management Information Circular    33


Directors who serve on our Audit, Finance & Risk Committee cannot sit on the audit committees of more than two other public entities unless the Board determines that such simultaneous service would not impair the ability of such director to effectively serve on our Audit, Finance & Risk Committee.

External consultants and other third parties

To make sure the Board functions independently of management, Board committees have the flexibility to meet with external consultants and Enbridge employees without management whenever they see fit. The Board and Board committees may also hire independent advisors, as needed, at Enbridge’s cost.

Attendance

We expect directors to attend all Board and Board committee meetings of which they are a member as well as the annual meeting of shareholders. The Governance Committee reviews each director’s attendance record every year. If a director has a poor attendance record, the committee chair and Chair of the Board will discuss and recommend how to handle the matter. A director whose attendance record continues to be poor may be asked to leave the Board. Please see information on attendance in the “Director profiles” beginning on page 10 and under “Director attendance in 2019” on page 19.

Financial literacy

The Board defines an individual as financially literate if he or she can read and understand financial statements that are generally comparable to ours in breadth and complexity of issues. The Board has determined that all of the members of the Audit, Finance & Risk Committee are financially literate according to the meaning of NI 52-110 and the rules of the NYSE. It has also determined that Mses. Madden and Williams and Messrs. Coutu and England each qualify as “audit committee financial experts” as defined by the Exchange Act. The Board bases this determination on each director’s education, skills and experience.

Orientation and continuing education

The Board recognizes that proper orientation and continuing education are important for directors to fulfill their duties effectively. It has delegated these responsibilities to the Governance Committee, which has developed a comprehensive program for new directors and for directors who join a committee for the first time.

Orientation

Every new director meets with the Chair of the Board, the President & CEO and executive and senior management to learn about our business and operations and participates in tours of our sites and facilities.

New directors are also provided electronically with the Board manual, which contains:

 

 

Corporate Governance Principles and Guidelines and the Terms of Reference for the Board and each of its committees, the Chair and the President & CEO;

 

personal information about each of the directors and senior officers;

 

a list of the members of the Board, the members of the Board committees and all meeting dates;

 

organizational charts (corporate and management);

 

our financial risk management policies and treasury authority limitations;

 

information about statutory liabilities;

 

information about the directors’ and officers’ liability programs;

 

our insider trading and reporting guidelines;

 

indemnification agreements;

 

information about our dividend reinvestment and share purchase plan;

 

our Statement on Business Conduct; and

 

public disclosure documents for Enbridge.

Directors are notified whenever there are updates to these documents. The manual and any updates are also made available electronically.

Continuing education

Our continuing education program for directors focuses on providing information relating to our business, industry, competitive environment and key risks and opportunities. We offer education sessions for directors on key topics and encourage them to participate in associations and organizations that can broaden their awareness and knowledge of developments related to our business.

 

 

34    Enbridge Inc. 2020 Management Information Circular


Directors can also request presentations on a particular topic. Throughout their tenure, directors have discussions with the Chair of the Board, receive quarterly presentations from senior management on strategic issues and participate in tours of our operations. Quarterly briefings include reviews of the competitive environment, our performance relative to our peers and any other developments that could materially affect our business. The table below lists the internal seminars and other presentations we offered in 2019 and director participation.

 

  Date

 

Topic

  

Presented/hosted by

  

Who attended

 

  February 12, 2019

 

 

Tidal Energy Marketing

Business Review and Tour

  

 

Enbridge

  

 

All members of the Board,
except Dan Tutcher

 

  May 7, 2019

 

 

Pipeline Integrity – The Journey to a High Reliability Organization

  

 

Enbridge

  

 

All members of the Board,
except Susan Cunningham and Teresa Madden

 

  June 9, 2019

 

 

Global Energy Trends/Transition to Lower Carbon Economy

  

 

Dr. Ernest J. Moniz, Former U.S. Secretary of Energy

  

 

All members of the Board,
except Charlie Fischer

 

  June 10, 2019

 

 

The Emerging New Worlds of Petroleum and Natural Gas

  

 

Dr. Edward L. Morse, Managing Director Global Head – Commodities Citi Research

  

 

All members of the Board,
except Charlie Fischer

 

  June 11, 2019

 

 

Inside the Minds of Citizens

  

 

Nik Nanos, Chief Data Scientist and Founder, Nanos Research Corporation

  

 

All members of the Board,
except Charlie Fischer and Pamela Carter

 

  July 30, 2019

 

 

Mainline Contracting

  

 

Enbridge

  

 

All members of the Board,
except Pam Carter and Marcel Coutu

 

  July 30, 2019

 

 

Texas Eastern Rate Case

  

 

Enbridge

  

 

All members of the Board,
except Pam Carter and Marcel Coutu

 

  November 6, 2019

 

 

Diversity

  

 

Enbridge

  

 

All members of the Board

We also pay for continuing education opportunities through third parties and we encourage directors to pursue director education seminars and courses offered externally.

Mr. Coutu, Ms. Kempston Darkes and Ms. Williams are members of the Institute of Corporate Directors (ICD). Ms. Kempston Darkes was recognized by the ICD in 2011 with a Fellowship Award, which the ICD considers to be the highest distinction for directors in Canada. Ms. Carter received a 2018 Sandra Day O’Connor Board Excellence Award honoring her for her demonstrated commitment to board excellence and diversity. Ms. Carter also received an award as one of the top 100 board members from National Association of Corporate Directors (NACD) in 2018.

Board evaluation

The Governance Committee is responsible for assessing the performance of the Board and its Chair, the Board committees and individual directors on an ongoing basis.

 

 

LOGO

 

 

Enbridge Inc. 2020 Management Information Circular    35


Assessing the Board and Chair of the Board and individual peer reviews

All of the directors complete a confidential questionnaire every year so they can evaluate the effectiveness of the Board and Chair of the Board and suggest ideas for improving performance. The questionnaire is designed to provide constructive input to improve overall Board performance and includes questions on:

 

 

Board composition;

 

effectiveness of the Board, Board meetings, individual directors and Chair of the Board;

 

duties and responsibilities; and

 

the evaluation process for the CEO and CEO succession planning.

Directors submit their completed questionnaires to the chair of the Governance Committee, who presents the feedback to the Chair of the Board. The Chair of the Board then presents the summary to the Board. The Board discusses the results and develops recommendations during a roundtable discussion held during an in camera session of the Board conducted by the Chair of the Board.

Directors are also asked to complete another confidential questionnaire to evaluate their peers. They are asked to consider criteria such as skills and experience, preparation, communication and interaction with Board members and/or management and overall contribution to the functioning of the Board. The completed questionnaires are submitted to the Chair of the Board who meets individually with each Director to discuss their individual results and development.

Board committee assessments

Each director also completes a confidential questionnaire for each Board committee of which they are a member. The questionnaire is designed to facilitate candid conversation among the members of each Board committee about the Board committee’s overall performance, function, areas of accomplishment and areas for improvement.

This questionnaire helps the Board ensure that each Board committee is functioning effectively and efficiently and fulfilling its duties and responsibilities as described in its terms of reference. It includes questions about:

 

 

the composition of the Board committee;

 

the effectiveness of the Board committee, Board committee meetings and the committee chair; and

 

the development processes for the Board committee.

Completed questionnaires are submitted to the chair of the Governance Committee, who summarizes them and provides a copy to each Board committee chair and the Chair of the Board. Each committee discusses the results and develops recommendations during an in camera session of the committee.

Directors are encouraged to comment broadly, positively and negatively, on any issue concerning the Board, Board committees and director performance.

From time to time, the Chair of the Board meets informally with each director, to discuss performance of the Board, Board committees and other issues.

Director term limits

Under our Governance Guidelines for the Board, a director will retire at the next annual meeting of shareholders after he or she reaches the age of 73, or after 15 years of service on the Board, whichever comes first. Members of the Board as at January 1, 2011, who reach 15 years of service before age 73, may remain on the Board to age 73. A director may be asked to remain on the Board for an additional two years after age 73 if the Board unanimously approves the extension. If a director receives an extension, he or she is not eligible to serve as Chair of the Board or chair of any of the Board’s five standing Board Committees. In February 2020, the Board unanimously approved the extension of the term limit for Mr. England as a director for an additional two years following the Meeting.

Identifying new candidates

The Governance Committee serves as the Board’s nominating committee and has accountability for the oversight of the Board and committee succession planning process and for making recommendations to the Board for the appointment of new Board and committee members. The Governance Guidelines provide that the Board should possess, as a group, the competencies, skills and characteristics necessary to develop and oversee the implementation of the strategic vision of the company and such other qualities as the Board shall identify from time to time. These characteristics and qualities include knowledge, experience, high ethics and standards, integrity, independent judgment, understanding of the company’s business and willingness to devote adequate time to Board duties. The Board also looks for diversity in a nominee such that the nominee can enhance perspective and experiences through diversity. The Board has adopted a

 

 

36    Enbridge Inc. 2020 Management Information Circular


Diversity and Inclusion Policy applicable to the Board and senior management of the company. The Diversity and Inclusion Policy sets out key criteria for the composition of the Board, including an objective for each gender to comprise at least one-third of the directors. For further details, see “Diversity and inclusion” below. The Governance Committee also considers all candidates recommended by the company’s shareholders.

The Chair of the Board, the President & CEO and the chair of the Governance Committee, with the support of the Corporate Secretary and external advisors, monitor the composition of the Board and committees on an ongoing basis and make recommendations to the Governance Committee in fulfilment of its mandate.

The Corporate Secretary maintains a Board composition plan which includes information pertaining to the current directors and a live inventory of potential Board candidates. The information pertaining to current directors includes business experience, occupation, residence, gender, age, years on the Board, retirement date, other board commitments, equity ownership, independence and other relevant information, as well as skills matrix for all of the directors’ skills, updated annually or more frequently, as required. The President & CEO and the Corporate Secretary meet regularly to consider and plan for upcoming Director retirements, taking into account relevant factors including directors’ skills, age, tenure and diversity. From time to time, executive search consultants are engaged to undertake external searches for potential director candidates, with the particulars of the executive search consultant’s mandate determined through dialogue between the Chair of the Board, the President & CEO and the chair of the Governance Committee. The Chair of the Board and the President & CEO have primary responsibility for the assessment of Director candidates for recommendation to the Governance Committee and the Board.

Diversity and inclusion

Board diversity

We are committed to increasing the diversity of our Board over time by actively seeking qualified candidates who meet diversity criteria. Enbridge is one of over 40 founding members of the Canadian Board Diversity Council.

In February 2015, the Board formally adopted a written diversity policy to highlight our approach to diversity and the importance we place on differences in skills and experience as well as diversity considerations such as gender, age and ethnicity. The Diversity and Inclusion Policy sets out key criteria for the composition of the Board, including the objective for each gender to comprise at least one-third of the directors. The Governance Committee reviews the Diversity and Inclusion Policy and its targeted objectives annually to assess its effectiveness and reports to the Board and recommends any revisions that may be necessary. In 2019, the Board approved revisions to the Diversity and Inclusion Policy.

Five of Enbridge’s 12 directors, or approximately 42% of the Board are women. Four of the five women directors are standing for re-election at the Meeting.

Senior management diversity

Enbridge’s Diversity and Inclusion Policy also provides for increasing diversity in senior management and includes the objective to have at least one-third of senior management roles at Enbridge occupied by women.

Our “executive officers” as defined in National Instrument 51-102 Continuous Disclosure Obligations consist of our President & CEO, our seven Executive Vice Presidents and one Senior Vice-President as of the date of this Management Information Circular. Of these nine executive officers, two (22%) are women. In 2019, the executive leadership team was expanded to reinforce executive succession and to highlight Enbridge’s approach to developing and progressing internal talent. Of the fifteen members of our executive leadership team, four (27%) are women. Nine of the 33 (27%) officer positions at Enbridge are currently held by women.

In identifying candidates for senior management roles, professional experience, educational background, skills and knowledge, as well as diversity considerations such as gender, age and ethnicity, are taken into account.

Canada Business Corporations Act requirements on diversity

Effective January 1, 2020, the Canada Business Corporations Act (CBCA) was amended to require additional disclosures about diversity. Refer to “Board diversity and tenure” on page 20 and “Diversity and inclusion” above. Although the Governance Committee and the Board have not adopted a target number or percentage objective for each of the “designated groups” (as such term is defined in the CBCA which, in turn, is defined in the Employment Equity Act of Canada), other than with respect to gender, the Board, its relevant committees and senior management actively consider and review whether candidates representing diversity criteria have been considered and/or appointed to senior management positions and to the Board. In addition to the designated groups stipulated by the

 

 

Enbridge Inc. 2020 Management Information Circular    37


CBCA, we view diversity in the broadest sense and consider the following as examples of additional diversity dimensions that are equally important and necessary across our organization: diversity of thought, perspectives and life experience which can include education, socioeconomic status, language, sexual orientation, values and beliefs, among others. For these reasons and in light of all that is currently considered and actively discussed about diversity, our Diversity and Inclusion Policy was not amended to include targets and objectives for visible minorities, persons with disabilities or aboriginal persons (as such terms are defined in the Employment Equity Act) at this time. However, we do set goals to increase diversity in the workforce and we currently track the diversity representation of our workforce across multiple dimensions of diversity on a company-wide dashboard. See “Promoting diversity, equality and inclusion in our workforce” below.

The below information is provided as of the date of this Management Information Circular.

One (11.1%) of our nine executive officers and 5 of the 33 (15%) officer positions at Enbridge self-identify as a visible minority. One of our 12 (8%) directors self-identifies as a visible minority.

None of our nine executive officers and none of the 33 officer positions at Enbridge self-identify as a person with disabilities. None of our directors self-identify as persons with disabilities.

None of our executive officers or directors self-identify as aboriginal persons.

Promoting diversity, equality and inclusion in our workforce

Enbridge has adopted a Diversity & Inclusion Strategy which outlines three goals, supported by specific actions, over three years:

 

1.

empower employees to model inclusive behaviors;

2.

build a diverse and inclusive workplace; and

3.

attract and retain diverse talent.

We have also set aspirational targets to increase diversity in the workforce.

Connecting people with the energy they need and want – safely, reliably and sustainably – requires a diverse, engaged and highly skilled team. The approximately 13,600 people Enbridge employs across North America are inspired and dedicated to building strategic, sustainable connections – from the pipelines we build to the communities where we live and work.

We focus on enhancing the capability of our people through activities such as accelerated leadership programs, rigorous succession planning of critical roles, and facilitating career development and mobility throughout the enterprise. We value diversity and embed inclusive practices throughout our programs and approach to people management including compensation and retention programs, variable work schedules and flex-options, parental leave and other like benefits to support our employees and their diverse needs.

Building a unified and engaged culture

The evolving nature of our company and industry brings with it a range of workforce dynamics. The Merger Transaction required a focus on achieving synergies through the integration of systems and organizational structure, as well as alignment of culture and ways of working across a new organization. In 2019, we introduced What We Stand For to help employees know and consistently rally around the enduring elements that define and guide Enbridge. Developed with input from employees, senior leaders and management, What We Stand For assembles in one place – as a quick reference – our purpose, vision, values, strategic intents, and a new element: Ways of Working. Our Ways of Working express who we are and how we do business. This initiative complements our strategic priorities outlined in our strategic plan, and together, they help us to focus our energy on what needs to be achieved and how our diverse team will work together to deliver results.

Diversity, equality and inclusion

We have strong executive oversight and sponsorship of our Diversity & Inclusion Strategy, via a representative senior leadership Steering Committee that helps steward actions identified to foster an inclusive workplace. These actions include a focus on building awareness, delivery of learning programs, developing and supporting employee resource groups, engaging the workforce through local and regional initiatives, and implementing plans to close representation gaps.

We proactively support leaders and coach them to review talent decisions with a diversity lens in order to mitigate the risk of unconscious bias. For example, we leverage opportunities to coach our leaders and employees at critical decision points that impact an employee’s career, such as performance review and succession planning. In addition, a thorough analysis is conducted throughout these activities to ensure equitable representation of different demographic groups.

 

 

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Enbridge’s CEO is a member of the 30% Club, an international campaign focused on improving representation of women on boards and in senior management. We have achieved our female representation goal on our Board of Directors and are now targeting all leadership levels. In 2019, we signed on to Equal by 30, an international commitment by both public- and private-sector organizations to work toward equal pay, equal leadership and equal opportunities for women in the energy sector by 2030.

Tracking and monitoring our progress is important as we progress on our Diversity & Inclusion goals. Since 2017, Enbridge has published a quarterly Gender Dashboard to provide a visual snapshot of diversity representation across our workforce and we have seen positive shifts in our gender balance. To continue this momentum, additional dimensions of diversity of ethnicity, disability, and veteran status were added in 2019. We consulted employees who represent these groups, in partnership with our employee resource groups, and included the insights we gained into developing the dashboard. Our goal is to advance our level of transparency and continue reinforcing actions that ensure Enbridge is a diverse and inclusive workplace.

Environmental, social and governance matters

As an energy delivery company, we know public expectations of us are high: to operate safely and reliably, to meaningfully engage with communities and Indigenous groups, and to protect the environment. Our performance in these areas is essential to differentiating our company, and to building and maintaining public trust in what we do.

We look at our business through the lens of all our stakeholders and consider the environmental and social factors relevant to our corporate strategy, business decisions and capital allocation, to ensure long term success. Sustainability has been a long part of Enbridge’s DNA and we strive to be responsive to our stakeholders’ information needs and to hold ourselves accountable for our performance. Our annual sustainability report, available on our website, includes comprehensive information on social and environmental performance, policies and programs of significance to our business and stakeholders.

Our Board and Board committees have oversight of our ESG policies and performance. Our governance framework ensures accountability for and management of sustainability risks and opportunities facing our company.

Safety and asset integrity

Safety is our highest priority. Our strong safety culture is founded on our values and underpins our unwavering commitment to safety of our workforce and protection of our assets. We work together to create a vigilant and resilient safety culture and strive for zero incidents and accidents. We continue to invest heavily in the safety and operational integrity of our systems.

Stakeholder and Indigenous engagement

We understand sustainability includes creating lasting value for the communities in which we operate. For our operations at major projects in our liquids and natural gas businesses, we place a high priority on early engagement of key stakeholders, communities and Indigenous groups. Our community engagement teams strive to understand the unique and evolving expectations of people living near our operations. We are deeply committed to inclusion and economic participation with Indigenous communities through our projects and operations. In 2019, we engaged Indigenous communities in developing a lifecycle approach to Indigenous engagement. We also worked with Indigenous nations and groups to develop joint initiatives on pipeline safety and environmental and cultural protection.

Climate and energy transition

In 2019 we published Resilient Energy Infrastructure, a report outlining how Enbridge sees the transition to a lower-emission economy and the role for our company within the transition. The report is aligned to the recommendations of the Task Force on Climate-Related Financial Disclosures including analysis of the resilience of the company’s businesses in a 2-degree scenario. This analysis has been, and will continue to be highly valuable to us, and is incorporated into our strategic planning process. Enbridge has previously set and met enterprise-wide and business unit specific GHG emissions reduction targets. We are currently in the process of developing next generation targets for reducing the greenhouse gas emissions intensity of our operations.

 

 

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Shareholder engagement

We believe active engagement with our shareholders and other stakeholders on an ongoing basis through a variety of avenues is key to transparency, facilitating open and informed dialogue and sharing our story. The chart below represents some of our engagement activities in 2019.

 

LOGO

 

**

Webcast so that they are accessible to a broad audience of investors and are available on our website for a period of 12 months.

Our main shareholder event is our annual Investment Community Conference, which provides an opportunity for shareholders to obtain an update on the company and ask questions of our executive team outside of our quarterly presentations. This event, along with our annual meeting of shareholders and quarterly presentations, is webcast and accessible to a broad audience of investors. Presentations, audio recordings and transcripts are available on our website for a period of at least 12 months following events.

Members of our executive team, including our CEO and CFO, presidents of our business units, as well as representatives from investor relations and corporate social responsibility departments also meet with shareholders throughout the year directly, and by way of investor roadshows in a variety of cities. To further our investor outreach, we also participate in several third party hosted investor conferences.

In addition to discussions of business results and initiatives, strategy and capital structure, topics discussed over the past year included environmental, social and governance policies and performance.

A list of upcoming and past events and presentations, as well as investor documents and filings, can be found on our website (www.enbridge.com). Enbridge is committed to communicating with shareholders through our website, where current and potential investors are invited to contact the Investor Relations team online, by letter, phone (1-800-481-2804) or email (investor.relations@enbridge.com).

The Board also understands the importance of constructive communication and engagement with shareholders as part of its oversight of the company. Shareholders may write to our Board, the Chair of the Board or individual directors at the following address or by email to CorporateSecretary@enbridge.com:

c/o Corporate Secretary

Enbridge Inc.

200, 425 – 1st Street SW

Calgary, AB, Canada T2P 3L8

 

 

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Board committees

Our Board has five standing Board committees to help it carry out its duties and responsibilities:

 

 

Audit, Finance & Risk

 

Corporate Social Responsibility

 

Governance

 

Safety & Reliability

 

Human Resources & Compensation

The Board has delegated certain responsibilities to each Board committee, including overseeing risk management systems that are within the scope of the responsibilities of each Board committee. The Audit, Finance & Risk Committee, Governance Committee and Human Resources & Compensation Committee are each composed entirely of independent directors.

Mr. Monaco, our President & CEO, is not a member of any Board committee, nor is the Chair of the Board; however, both attend all committee meetings as observers.

The Governance Committee annually reviews Board Committee memberships and recommends Committee membership changes and assignments to the Board.

Board committee meetings generally take place before each regularly scheduled Board meeting. Each Board committee also meets in camera, independent of management, following the regular Board committee meeting. They also meet with external consultants and/or Enbridge staff, without management present, whenever they see fit.

Each Board committee reports regularly to the Board and makes recommendations on certain matters as appropriate. The Governance Committee is responsible for recommending the role of each Board committee to the Board.

Report of the Audit, Finance & Risk Committee

The Audit, Finance & Risk Committee fulfills public company audit committee obligations and assists the Board with oversight of: the integrity of the company’s financial statements; the company’s compliance with legal and regulatory requirements; the independent auditor’s qualifications and independence; and the performance of the company’s internal audit function and external auditors. The committee also assists the Board with the company’s risk identification, assessment and management program.

Responsibilities

The Audit, Finance & Risk Committee assists the Board in overseeing:

 

 

the integrity of our financial statements and financial reporting process;

 

the integrity of our management information systems, disclosure controls, financial controls and internal audit function;

 

our external auditors and ensuring they maintain their independence; and

 

our compliance with financial and accounting regulatory requirements and our risk management program.

The Audit, Finance & Risk Committee is responsible for ensuring the committee, our external auditors, our internal auditors and management of Enbridge maintain open communications.

The Audit, Finance & Risk Committee is responsible for:

Financial reporting

 

 

reviewing our annual financial statements and notes and MD&A and recommending them to the Board for approval;

 

reviewing and approving (or recommending to the Board for approval) our interim financial statements and MD&A;

 

reviewing earnings releases and recommending them to the Board for approval;

 

discussing with management and the external auditors any significant issues regarding our financial statements, accounting policies and internal controls;

 

reviewing any litigation, claim or contingency that could have a material effect on the financial position of the company and, if applicable, the disclosure in the financial statements;

 

reviewing the post-audit or management letter containing the recommendations of the external auditors and management’s response, including an evaluation of the adequacy and effectiveness of the internal financial controls;

 

 

Enbridge Inc. 2020 Management Information Circular    41


 

reviewing with management any anticipated changes in reporting standards and accounting policies;

 

reviewing annually the approach taken by management in the preparation of earnings press releases as well as financial information and earnings guidance provided to analysts and ratings agencies; and

 

reviewing and monitoring the financial positions of and funding exposure under the company’s pension plans.

Internal controls and internal audit

 

 

overseeing management’s system of disclosure controls and procedures;

 

overseeing the internal controls over financial reporting;

 

reviewing with management the company’s administrative, operational and accounting internal controls, including controls and security of the computerized information systems;

 

overseeing the internal audit function;

 

adopting and reviewing annually the internal audit charter;

 

reviewing the reports of the internal auditor; and

 

reviewing the appointment of the Chief Audit Executive.

The internal auditors report directly to the Audit, Finance & Risk Committee. They meet regularly with the committee, in camera, without any members of management present. The chair of the committee also meets with the internal auditors from time to time, to discuss significant issues.

External auditors

 

 

reviewing the qualifications, performance and independence of our external auditors and recommending their appointment to the Board;

 

reviewing all audit and non-audit services to be provided by the external auditors, including proposed fees, and pre-approving them, consistent with our policy; and

 

setting the compensation of the external auditors, reviewing their performance, overseeing their activities and retaining them in their role as external auditors.

The external auditors report directly to the Audit, Finance & Risk Committee. They meet regularly with the committee, in camera, without any members of management present. The chair of the committee also meets with the external auditors from time to time, to discuss significant issues.

Finance

 

 

reviewing the issuance of securities by Enbridge and authorizing or recommending such matters to the Board for approval;

 

overseeing the filing of prospectuses or related documents with securities regulatory authorities; and

 

reviewing changes to credit facilities and inter-company financing transactions and recommending them to the Board for approval where applicable.

Risk management

 

 

overseeing the annual review of Enbridge’s principal risks, including financial risks, as they pertain to the committee’s mandate;

 

reviewing risks in conjunction with internal and external auditors;

 

monitoring our risk management programs and policies as they pertain to the committee’s mandate; and

 

reviewing our annual report on insurance coverages.

Together with the Board, the committee also reviews with senior management, internal counsel and others as necessary:

 

 

our method of reviewing risk and our strategies and practices related to assessing, managing, preventing and mitigating risk; and

 

loss prevention policies and risk management programs.

2019 highlights

Following are highlights of the activities of the Audit, Finance & Risk Committee in 2019:

Audits and financial reporting

 

 

reviewed annual MD&A and financial statements and notes and recommended them to the Board for approval;

 

reviewed and approved the interim MD&A and financial statements;

 

reviewed public disclosure documents containing audited or unaudited financial information, including annual and interim earnings press releases and the annual report, and recommended them to the Board for approval for public release;

 

 

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received an annual pension report;

 

reviewed reports on the Company’s tax position; and

 

the chair of the Audit, Finance & Risk Committee reviewed and approved the prior year’s expenses of the President & Chief Executive Officer.

Internal controls

 

 

reviewed the status of Enbridge’s project to renew its accounting systems;

 

reviewed the quarterly internal controls compliance reports;

 

reviewed the internal audit role and audit plan and received quarterly internal audit reports;

 

reviewed and reapproved the internal audit charter; and

 

reviewed the appointment of a new Chief Audit Executive

Compliance

 

 

received quarterly updates on the ethics and conduct hotline activity from the Chief Compliance Officer.

External auditors

 

 

reviewed the qualifications and independence of PwC;

 

recommended appointment of PwC by shareholders and reviewed and approved the 2019 engagement letter (including the terms of engagement and proposed fees);

 

pre-approved all non-audit services to be provided by PwC that are allowed under the committee’s policy and approved an updated independent auditor services pre-approval policy;

 

reviewed the performance of PwC; and

 

reviewed PwC’s report on compliance with Sarbanes-Oxley.

Finance

 

 

reviewed quarterly treasury management reports;

 

reviewed unbudgeted capital commitments under Management’s authority and recommended spending authorities be refreshed to the Board for approval; and

 

reviewed financing plans including additional financing transactions not originally included in the 2019 annual financing plan, credit facilities and inter-company financing transactions, and recommended them to the Board for approval.

Risk management

 

 

reviewed the quarterly financial risk management reports;

 

reviewed and approved the corporate risk assessment report as it pertains to the committee’s mandate;

 

approved credit exceptions under the risk policy; and

 

reviewed the annual report on insurance coverages and insurance renewal strategy.

Governance

The Audit, Finance & Risk Committee met four times in 2019 and reviewed its performance in 2019. The committee reviewed the qualifications of its members, and recommended to the Board members who it believes can be properly considered audit committee financial experts. It held in camera meetings without management present at each of its regularly scheduled meetings with the Chief Audit Executive of Internal Audit and the Chief Compliance Officer as well as with the external auditors. It also held an in camera meeting with the Chief Financial Officer and then it met on its own in camera. Before each meeting, the chair of the committee met with the Chief Financial Officer to discuss the agenda items for the meeting and any significant issues. The chair also met with the senior partner of the external auditors assigned to Enbridge’s audit before each meeting. In November, 2019, the committee reviewed its terms of reference and approved minor amendments.

The Audit, Finance & Risk Committee has:

 

 

reviewed and discussed the audited consolidated financial statements for the fiscal year ended December 31, 2019 with the company’s management and the external auditor, PwC;

 

discussed with PwC the matters that are required to be discussed under Public Company Accounting Oversight Board (“PCAOB”) standards governing communications with audit committees; and

 

been provided by PwC the written disclosures and the letter required by applicable requirements of the PCAOB regarding its communications with the Audit, Finance & Risk Committee concerning independence, and discussed with PwC that firm’s independence.

 

 

Enbridge Inc. 2020 Management Information Circular    43


Based on the review and discussions referenced above, the Audit, Finance & Risk Committee recommended to the Board that the financial statements for the fiscal year ended December 31, 2019 be included in the company’s 2019 Annual Report on Form 10-K, for filing with the SEC.

Committee composition as at March 2, 2020:

 

Chair:      J. Herb England
Members:      Marcel R. Coutu, Charles W. Fischer and Teresa S. Madden

Report of the Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee provides oversight of, and carries out the responsibilities delegated by the Board related to, corporate social responsibility (“CSR”) and sustainability matters.

Responsibilities

The Corporate Social Responsibility Committee is responsible for assessing, and providing oversight of, our policies, strategies and performance related to CSR and sustainability. The Corporate Social Responsibility Committee also reviews our public reporting in this area.

Matters within the committee’s mandate include:

 

 

social, political and environmental trends, risks and opportunities that could affect the company’s business strategy and performance;

 

actions the company can take to be, and be known as, a responsible and good corporate citizen in the communities in which it operates, while furthering its long-term business objectives; and

 

communication, engagement and relationship-building with communities, stakeholders, decision makers and Indigenous Peoples critical to the company’s ability to build and sustain public trust and confidence.

The Corporate Social Responsibility Committee is also responsible for reviewing and recommending to the Board policies and priorities to guide Enbridge’s performance on:

 

 

stakeholder engagement;

 

Indigenous rights and relationships;

 

climate and energy;

 

community investment;

 

community and landowner awareness on pipeline safety;

 

political contributions;

 

government relations;

 

public policy; and

 

internal and external communications.

The Corporate Social Responsibility Committee assesses the company’s progress on integrating social and environmental considerations into our business decision-making and may, depending on the nature of the matter, consider results from reviews on issues that fall within its mandate. The committee provides oversight on performance measures and outcomes on key social and environmental issues, as well as our methods of communicating on CSR related matters and policies. It receives regular reports from management on how the company is complying with relevant public and corporate requirements. It monitors developments on issues that are material to Enbridge’s credibility and reputation and provides oversight on how well we are responding to new environmental, social and governance (ESG) risks and opportunities.

2019 highlights

Following are highlights of the activities of the Corporate Social Responsibility Committee in 2019:

Oversight of CSR-related policies, practices, risks and opportunities

 

 

Provided oversight on the implementation of policies, procedures and practices on CSR and related issues including:

   

updates to the Company’s climate policy;

   

development of a lifecycle Indigenous engagement framework;

   

implementation of annual regional community engagement and investment plans;

   

execution of public awareness programs; and

   

ongoing engagement with governments.

 

Received updates on key social, political and environmental issues, impacts, risks and trends of consequence to our businesses;

 

 

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Monitored developments related to climate change and how we are responding to new regulatory and market dynamics on climate and energy issues, including the implications of new provincial, state and federal policies in the U.S. and Canada on greenhouse gas emissions reduction;

 

Monitored emerging developments relating to potential changes to federal regulatory frameworks for impact assessment and permitting in both Canada and the U.S.

 

Reviewed management strategies and systems for performance, accountability and risk management on Indigenous issues and climate-related issues;

 

Received management’s reports on regulatory issues and compliance as well as government relations activities;

 

Received management’s reports on stakeholder engagement on ESG matters; and

 

Discussed and approved the corporate risk assessment report as it pertains to the committee’s mandate.

Review of our engagements with Indigenous peoples, stakeholders, governments and regulators

 

 

Assessed results from management’s consultation and engagement with Indigenous groups on specific projects and operations;

 

Received updates on additional steps being taken by management to develop and implement a lifecycle approach to Indigenous engagement; respond to Indigenous concerns and enter into agreements and/or collaborations that provide Indigenous communities with enhanced opportunities for economic participation in our projects and operations and the development of joint initiatives on pipeline safety and environmental and cultural protection;

 

Received updates on the company’s engagement with key stakeholders impacted by company projects and operations through open houses, meetings, community investments, public awareness programs and social media and digital communications;

 

Received updates from management on initiatives to foster and grow community support for, and confidence in, our operations through community investment, communications and outreach; and

 

Reviewed and discussed actions being taken by management to ensure that corporate and regulatory requirements for engagement with local communities and Indigenous peoples are met across all projects and operations.

Monitoring and reporting CSR performance

 

 

Received and reviewed the company’s first climate report, Resilient Energy Infrastructure which is aligned to the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD) and addresses the company’s climate strategy in the energy transition; and

 

Received management’s strategies on ESG-related matters and reporting on enterprise-wide performance on key ESG topics in our 2018 Sustainability Report.

Awards and recognition

The Corporate Social Responsibility Committee supports our continuing involvement in social, environmental and governance initiatives that have resulted in Enbridge receiving significant positive external recognition in recent years, including the following recognition in 2019:

 

 

2019 Best 50 Corporate Citizens in Canada;

 

Thomson Reuters iX Global Diversity and Inclusion Index;

 

Bloomberg Gender Equity Index (January 2019 & January 2020);

 

2020 Best Places to Work for LGBTQ Equality;

 

2020 Canada’s Top 100 Employers;

 

2020 Top Employers for Canadians Over 40;

 

Globe and Mail Corporate Governance Rankings; and

 

Chartered Professional Accountants of Canada Silver Award for Excellence in Corporate Reporting.

Governance

The Corporate Social Responsibility Committee met four times in 2019 and reviewed its performance in 2019. The committee held in camera meetings without management present at the end of each meeting. Before each meeting, the chair of the committee met with executive management to discuss the agenda items for the meeting and any significant issues. In November 2019, the Corporate Social Responsibility Committee reviewed its terms of reference.

Committee composition as at March 2, 2020:

 

Chair:      V. Maureen Kempston Darkes
Members:      Pamela L. Carter, Charles W. Fischer and Dan C. Tutcher

 

 

Enbridge Inc. 2020 Management Information Circular    45


Report of the Governance Committee

The Governance Committee fulfills public company nominating/corporate governance committee obligations and carries out the responsibilities delegated by the Board related to the company’s director nominations process, director compensation and developing and maintaining the company’s corporate governance policies.

Responsibilities

The Governance Committee focuses on ensuring we have a comprehensive system of stewardship and accountability for directors, management and employees that is in the best interests of Enbridge.

The Governance Committee is responsible for developing our approach to governance, including the division of duties between the Chair of the Board, directors, the President & CEO and management.

It is responsible for:

 

 

recommending matters about overall governance to the Board;

 

reviewing the terms of reference for the Board and the Board Committees;

 

setting corporate governance guidelines for the Board; and

 

reviewing management’s compliance reports on corporate governance policies, including the Statement on Business Conduct.

The Governance Committee works closely with the Corporate Secretary and other members of management to keep abreast of governance trends and implement board governance best practices.

Board composition, education and evaluation

The Governance Committee is responsible for:

 

 

developing a Board composition plan and recommending the nomination of directors to the Board and Board Committees;

 

establishing formal orientation and education programs for directors;

 

reviewing and reporting to the Board on risk management matters relating to corporate liability protection programs for directors and officers;

 

assessing the performance of the Board, Board Committees, the Chair of the Board and individual directors;

 

monitoring the quality of the relationship among Board members and Board Committees and with management and recommending any changes; and

 

ensuring the Board functions independently of management.

One of the Governance Committee’s objectives is to nominate a balanced mix of members to the Board who have the necessary experience and expertise to make a meaningful contribution in carrying out duties on behalf of the Board. It sets guidelines for recruiting new talent with criteria for relevant expertise, senior management experience or other qualifications. See “Identifying new candidates” on page 36 and “Diversity and inclusion” on page 37 for more information.

The Governance Committee manages the annual performance review of the Board. See Board evaluation beginning on page 35 for more information.

Compensation

The Governance Committee is responsible for reviewing and setting director compensation. See “Director compensation” on page 50 for more information.

2019 highlights

Following are highlights of the activities of the Governance Committee in 2019:

 

 

on-boarded two new directors: Teresa S. Madden, effective February 12, 2019, and Susan M. Cunningham, effective February 13, 2019;

 

reviewed proxy voting recommendations and annual meeting voting results for the 2019 annual meeting;

 

approved revised Insider Trading & Reporting Guidelines and Disclosure Guidelines;

 

approved our statement on corporate governance practices for this Management Information Circular;

 

received reports on employee and director compliance with the Statement on Business Conduct;

 

provided oversight over Board governance and Board committee composition;

 

received management’s reports on developments in corporate governance and disclosure;

 

reviewed and updated the Diversity & Inclusion Policy;

 

received updates from management on enhanced diversity disclosures required due to recent amendments to the Canada Business Corporations Act;

 

 

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reviewed the Board composition plan and skills matrix and analyzed the implications our strategic plan has on Board composition;

 

reviewed the qualifications and independence of all members of the Board;

 

reviewed the composition of the Board committees;

 

reviewed Board succession planning;

 

reviewed management’s reports on our director and officer liability protection program and management information systems; and

 

conducted the Board evaluation process for 2019 and reviewed and reported to the Board on the results of the various assessments.

Governance

The Governance Committee met four times in 2019 and reviewed its performance in 2019. The committee held in camera meetings without management present at each meeting. Before each meeting, the chair of the committee reviews agenda items for the meeting and discusses any significant issues with management. In November, 2019, the Governance Committee reviewed its terms of reference.

Committee composition as at March 2, 2020:

 

Chair:      Pamela L. Carter
Members:      J. Herb England, Teresa S. Madden and Catherine L. Williams

Report of the Safety & Reliability Committee

The Safety & Reliability Committee provides oversight of operational matters and carries out the responsibilities delegated by the Board related to safety and reliability.

Responsibilities

The Safety & Reliability Committee is responsible for the oversight of operational matters and reviews and makes recommendations to the Board regarding safety and reliability matters, including:

 

 

environment;

 

health & safety;

 

pipeline and facility integrity management;

 

security (physical, data and cyber);

 

emergency response preparedness; and

 

other operational risks.

The committee is responsible for the oversight of operational matters to ensure that the company meets the safety and reliability objectives established by the Board. The committee’s responsibilities include:

 

 

overseeing the enterprise-wide safety culture and receiving reports from management and third parties regarding safety culture development;

 

overseeing the annual review of Enbridge’s principal risks as they pertain to the committee’s mandate;

 

receiving reports on the risk management guidelines applicable to safety and reliability matters and other operational risks;

 

reviewing the policies followed by management in the conduct of operations directed at preventing injury and adverse environment, health or safety impacts;

 

reviewing the policies followed by management relating to the documentation and reporting of safety and reliability approvals, compliance and incidents;

 

receiving status and assessment reports from management regarding compliance with safety and reliability matters, including corporate risk assessments, and providing recommendations;

 

reviewing and providing oversight of management’s response to significant safety incidents;

 

reviewing and making recommendations regarding management’s methods of communicating policies relating to safety and reliability;

 

considering the results of operational compliance audits including safety and reliability assurance verifications;

 

considering potential impacts of proposed legislation and other emerging issues relating to safety and reliability;

 

at least annually, receiving from management a report on the insurable risks related to the areas within its mandate; and

 

determining, if necessary, further directors’ and officers’ duties and responsibilities relating to safety and reliability.

In addition, the committee may retain independent advisors, request other reports, meet with management or employees and furnish recommendations to the Board.

 

 

Enbridge Inc. 2020 Management Information Circular    47


2019 highlights

The Safety & Reliability Committee carried out the following activities during 2019:

 

 

received quarterly reports on the company’s enterprise safety and operational reliability performance;

 

reviewed and approved the corporate risk assessment report as it pertains to the committee’s mandate;

 

received management’s report on top operational risks;

 

provided oversight of, and received updates on, the enterprise safety and reliability verification and assurance program and the monitoring and reporting of safety and operational reliability performance;

 

received quarterly operational risk reports and annual safety & environment reports from the Liquids Pipelines, Gas Transmission & Midstream and Utilities & Power Operations business units;

 

received reports and updates from management regarding incidents that occurred in 2019 during the committee’s quarterly meetings along with progress reports on related action plans and corrective action measures undertaken;

 

received quarterly reports on enterprise security as well as regulatory and compliance matters;

 

received quarterly reports on information technology and cyber security matters;

 

received quarterly reports from the Chief Compliance Officer about all significant complaints received on matters within the committee’s mandate; and

 

received quarterly updates on the enterprise initiatives and management system improvements focused on improvement in the areas of safety and reliability, following gas pipelines incidents in 2019.

Governance

The Safety & Reliability Committee met four times in 2019 and reviewed its performance in 2019. The committee held an in camera meeting without any members of management present, at each meeting. Before each meeting, the chair of the committee met with executive management to discuss the agenda items for the meeting and any significant issues. In November 2019, the Safety & Reliability Committee reviewed its terms of reference.

Committee composition as at March 2, 2020:

 

Chair:      Charles W. Fischer
Members:      Susan M. Cunningham, V. Maureen Kempston Darkes and Dan C. Tutcher

Report of the Human Resources & Compensation Committee

The Human Resources & Compensation Committee assists the Board by providing oversight and direction on human resources strategy, policies and programs for the named executives, senior management and our broader employee base. This includes compensation, pension and benefits as well as talent management, succession planning, and workforce retention.

Responsibilities

The Human Resources & Compensation Committee is responsible for:

 

 

reviewing, approving, amending, or when appropriate, making recommendations to the Board regarding the following:

   

human resources policies, practices and structures;

   

compensation programs, annual salary budgets, employee benefit plans, cash-based and equity-based incentive compensation plans, other management incentive and perquisite plans, and any other non-standard remuneration plans;

   

the comparator group of companies to be used for executive compensation purposes;

   

senior management, executive and officer appointments and their compensation including special pension arrangements;

   

management succession plans, management development plans, and termination policies/arrangements;

   

the Committee’s report and the Statement of Executive Compensation, including the Compensation Discussion and Analysis; and

   

the evaluation of human resources risk as part of the corporate risk assessment process;

 

oversee the company’s compensation programs from a risk perspective to ensure they do not encourage individuals to take inappropriate or excessive risks that are reasonably likely to have a materially adverse impact on the company;

 

oversee regulatory compliance with respect to compensation matters;

 

review and administer incentive compensation plans;

 

in conjunction with the Chair of the Board, lead the annual Chief Executive Officer performance review process;

 

 

48    Enbridge Inc. 2020 Management Information Circular


 

in conjunction with the Chair of the Board, identify a Chief Executive Officer succession plan to be recommended to the Board for their approval; and

 

review, approve or make recommendations to the Board in respect of pension, retirement and savings plan matters, including:

   

the design, benefit provisions, investment options and text of applicable plans;

   

policies and guidelines with respect to the funding of the liabilities and the investment assets of each plan;

   

the financial risk aspects of policies and investment portfolios for the plans; and

   

the terms of reference of the management pension committee and appointment of its members.

In addition, the committee may retain independent advisors, request other reports, meet with management or employees and furnish recommendations to the Board.

2019 highlights

The Human Resources & Compensation Committee carried out the following activities during 2019:

 

 

reviewed the company’s succession planning strategy and received regular updates on progress to ensure robust development of candidate pools at various levels in the organization for leadership capability and continuity;

 

reviewed both company and business unit performance, based on the approved short-term incentive performance metrics and corporate financial performance compared to our peers, and used these assessments to determine 2019 short-term, medium-term and long-term incentive awards for our executives and employees;

 

evaluated the President & Chief Executive Officer’s performance and recommended all aspects of his compensation for 2019 to the Board, including his base salary and short-term, medium-term and long-term incentive awards;

 

reviewed and recommended approval to the Board of the overall number of incentive stock options to be granted;

 

reviewed Mr. Monaco’s performance assessments and compensation recommendations for the other executive officers, including recommendations for their base salaries and short-term, medium-term and long-term incentive awards for 2019;

 

reviewed competitive market analysis data provided by independent compensation advisors to inform both the President & Chief Executive Officer and other executive officer compensation recommendations;

 

reviewed 2018 Annual pension report;

 

reviewed and approved the annual benefit and regulatory compliance report as part of the pension governance process, including the funding status;

 

reviewed and approved the corporate risk assessment report as it pertains to the committee’s mandate;

 

reviewed workforce reports and the strategies and programs designed to attract, develop and retain employees and advance diversity and inclusion;

 

approved the long-term incentive omnibus plan;

 

approved changes to the long-term incentive pay mix for 2020;

 

recommended officer appointments to the Board for ratification; and

 

considered compensation risk in the approval of all compensation programs, measures and targets and reviewed and approved the results of the annual compensation risk assessment, designed to support compensation risk oversight.

Governance

The Human Resources & Compensation Committee met five times in 2019 and reviewed its performance in 2019. The committee held an in camera meeting without any members of management present, at each meeting. Before each meeting, the chair of the committee met with executive management to discuss the agenda items for the meeting and any significant issues. In November 2019, the Human Resources & Compensation Committee reviewed its terms of reference, and no changes were adopted.

Committee composition as at March 2, 2020:

 

Chair:      Catherine L. Williams
Members:      Marcel R. Coutu, V. Maureen Kempston Darkes and Susan M. Cunningham

Please see page 97 for the Report of the Human Resources & Compensation Committee as related to its review of and recommendations regarding the Compensation Discussion and Analysis included in this Management Information Circular.

 

 

Enbridge Inc. 2020 Management Information Circular    49


Director compensation

Philosophy and approach

The Board is responsible for developing and implementing the Directors’ Compensation Plan and has delegated the day-to-day responsibility for director compensation to the Governance Committee.

Our Directors’ Compensation Plan is designed with four key objectives in mind:

 

 

to attract and retain the most qualified individuals to serve as directors;

 

to compensate our directors to reflect the risks, responsibilities and time commitment they assume when serving on our Board and Board committees;

 

to offer directors compensation that is competitive with other public companies that are comparable to Enbridge and to deliver such compensation in a tax effective manner; and

 

to align the interests of directors with those of our shareholders.

While our executive compensation program is designed around pay for performance, director compensation is based on annual retainers. This is to meet the compensation objectives and to help ensure our directors are unbiased when making decisions and carrying out their duties while serving on our Board.

The Governance Committee uses a peer group of companies to set the annual retainers for our Board and targets director compensation at or about the 50th percentile. See “Benchmarking to peers” beginning on page 82 for more information about our peer group and how we benchmark executive compensation.

The Governance Committee reviews the Directors’ Compensation Plan every year, with assistance from management. Every second year a formal review by an external consultant is undertaken. In 2020, the Governance Committee engaged Mercer (Canada) Limited for a formal review of directors’ compensation, including peer analysis and benchmarking to the peer group. Following this review, effective January 1, 2020, the Directors’ Compensation Plan was amended to increase: the Board retainer from US$260,000 to US$285,000, the Chair of the Board retainer (including the Board annual retainer) from US$520,000 to US$550,000, the Governance Committee chair retainer from US$10,000 to US$15,000 and the Corporate Social Responsibility Committee chair retainer from US$10,000 to US$15,000. All retainers are payable in U.S. dollars regardless of director residency.

Each year, as part of this review, the Governance Committee considers the time commitment and experience required of members of our Board and the director compensation paid by a group of comparable public companies when it sets the compensation. The Governance Committee also reviews the directors’ compensation plan to make sure the overall program is still appropriate and reports its findings to the Board.

All non-employee director compensation in 2019 was paid under the Directors’ Compensation Plan. We do not compensate non-employee directors under our 2019 Long Term Incentive Plan.

 

 

50    Enbridge Inc. 2020 Management Information Circular


2019 director share ownership requirements

 

We expect directors to own Enbridge shares so they have an ongoing stake in the company and are aligned with the interests of shareholders. Directors must, within five years of becoming a director, hold at least three times their annual Board retainer in DSUs or Enbridge shares. The annual Board retainer for 2019 was US$260,000 and the director share ownership requirement in 2019 was increased to US$780,000. Effective January 1, 2020, the annual Board retainer is US$285,000 and the director shareholder ownership requirement in 2020 is increased to US$855,000.

 

If a decrease in the market value of Enbridge shares results in a director no longer meeting the share ownership requirements, we expect him or her to buy additional Enbridge shares in order to satisfy the minimum threshold.

 

DSUs are paid out when a director retires from the Board. They are settled in cash, based on the weighted average of the trading price of common shares on the TSX for the last five trading days before the date that is three trading days before the payment date, multiplied by the number of DSUs the director holds. Directors may not engage in equity monetization transactions or hedges involving securities of Enbridge (see “Anti-hedging policy” on page 81).

   

About DSUs

 

A deferred share unit (“DSU”) is a notional share that has the same value as one Enbridge common share. Its value fluctuates with variations in the market price of Enbridge shares.

 

DSUs do not have voting rights but they accrue dividends as additional DSUs, at the same rate as dividends paid on our common shares.

 

2019 compensation components

Our Directors’ Compensation Plan has four components:

 

 

an annual retainer;

 

an annual retainer if he or she serves as the Chair of the Board or chair of a Board committee;

 

a travel fee for attending Board and Board committee meetings; and

 

reimbursement for reasonable travel and other out-of-pocket expenses relating to his or her duties as a director.

We do not have meeting attendance fees.

Our Directors’ Compensation Plan has been in effect since 2004 and was revised in 2010, 2013, 2015, 2016, 2018, 2019 and 2020. The table below shows the fee schedule for directors in 2019. Directors are paid quarterly. Mr. Monaco does not receive any director compensation because he is our President & Chief Executive Officer and is compensated in that role.

We have not granted stock options to directors since 2002. Mr. Ebel held certain Spectra Energy equity awards at the closing of the Merger Transaction that were generally treated in the same manner as those held by other employees of Spectra Energy.

Directors who also serve as a director or trustee of one of our subsidiaries or affiliates may also receive an annual retainer and meeting and travel fees for attending those meetings.

Directors can receive their retainer in a combination of cash, Enbridge shares and DSUs, but they must receive a minimum amount in DSUs, described under “Director compensation – Philosophy and approach”. Travel fees are always paid in cash.

 

 

Enbridge Inc. 2020 Management Information Circular    51


LOGO

2019 directors' compensation plan retainers Annual amount (USD$)CashEnbridge sharesDSUsCashEnbridge sharesDSUsCompensation component before minimum share ownership after minimum share ownershipBoard retainer 260,0001 Additional retainersChair of the Board retainer 260,000Board committee chair retainer Up to 50% Up to 50% 50% to 100% Up to 65% Up to 65%35% to 100%Audit, Finance & Risk 25,000Human Resources & Compensation 20,000Safety & Reliability 15,000Corporate Social Responsibility 10,000Governance 10,000Travel fee (per meeting) 1,500 100% - - 100% - -

 

1.

The Board retainer during 2019 was US$260,000. Effective January 1, 2020, Board retainer increased to US$285,000, the Chair of the Board retainer (excluding Board retainer) was increased to US$265,000, the Governance Committee chair retainer was increased to US$15,000 and the Corporate Social Responsibility Committee chair retainer was increased US$15,000.

For purposes of the explanation that follows in this paragraph, all reference to “retainer” shall include the “Board retainer” and “additional retainers” described in the table above. Before a director reaches the minimum share ownership level, at least one half of their retainer will be paid in the form of DSUs, with the balance paid in cash, Enbridge shares or DSUs, according to a percentage mix they choose. Once a director reaches the minimum share ownership level, they can choose to receive between 35% and their entire retainer in DSUs, with the balance in cash, Enbridge shares or a combination of both, according to a percentage mix they choose. Directors are allocated the DSUs and Enbridge shares based on the weighted average of the trading price of the Enbridge shares on the TSX for the five trading days immediately preceding the date that is two weeks prior to the date of payment.

Directors who do not make a timely election as to the form in which they wish to receive their retainer will receive the applicable minimum amount in DSUs (in 2019, 35% if they have met the share ownership requirement and 50% if they have not) and the balance in cash.

The table below shows the compensation components in which each director’s annual retainer for the year ended December 31, 2019 was delivered.

 

  Director    Cash
(%)
     Enbridge shares
(%)
                 DSUs
(%)
 

  Pamela L. Carter

  

 

65

 

  

 

 

  

 

35

 

  Marcel R. Coutu

  

 

 

  

 

 

  

 

100

 

  Susan M. Cunningham

  

 

35

 

  

 

15

 

  

 

50

 

  Gregory L. Ebel

  

 

50

 

  

 

 

  

 

50

 

  J. Herb England

  

 

 

  

 

65

 

  

 

35

 

  Charles W. Fischer

  

 

50

 

  

 

 

  

 

50

 

  V. Maureen Kempston Darkes

  

 

 

  

 

 

  

 

100

 

  Teresa Madden

  

 

50

 

  

 

 

  

 

50

 

  Al Monaco1

  

 

 

  

 

 

  

 

 

  Dan C. Tutcher

  

 

 

  

 

 

  

 

100

 

  Catherine L. Williams

  

 

25

 

  

 

40

 

  

 

35

 

  Former Directors

                          

  Clarence P. Cazalot, Jr.2

  

 

50

 

  

 

 

  

 

50

 

  Michael E. Phelps3

  

 

65

 

  

 

 

  

 

35

 

 

1.

Mr. Monaco does not receive any compensation as a director of Enbridge because he is our President & Chief Executive Officer.

2.

Mr. Cazalot retired from the Board effective May 8, 2019.

3.

Mr. Phelps passed away on April 20, 2019.

 

 

52    Enbridge Inc. 2020 Management Information Circular


Director compensation table

The table below provides information concerning the compensation of each non-employee director who served at any time in 2019. Mr. Monaco does not receive any compensation as a director of Enbridge because he is our President & Chief Executive Officer. For information on Mr. Monaco’s compensation, see page 84.