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Corporate governance

Our commitment to the highest standards of ethics and corporate governance helps us do what we do best — anticipating the energy needs of North American communities.

Board size

13

Independent directors

92%

Women on our board

38%

Board interlocks

0

Statement of corporate governance

The board and the members of TC Energy's management are committed to the highest standards of corporate governance. TC Energy's corporate governance practices comply with the governance rules of the Canadian Securities Administrators (CSA), those of the New York Stock Exchange (NYSE) and of the U.S. Securities and Exchange Commission (SEC), applicable to foreign issuers and those mandated by the United States Sarbanes-Oxley Act of 2002 (SOX).

TC Energy is in compliance with the CSA's National Instrument 52-110 pertaining to audit committees (Canadian Audit Committee Rules). TC Energy is also in compliance with National Policy 58-201, Corporate Governance Guidelines, and National Instrument 58-101, Disclosure of Corporate Governance Practices (collectively, the Canadian Governance Guideline).

Corporate governance guidelines

The board has formally adopted and published a set of Corporate Governance Guidelines, which affirm TC Energy's commitment to maintaining a high standard of corporate governance. The guidelines address the structure and composition of the board and its committees and also provide guidance to both the board and management in clarifying their respective responsibilities.

The board's strengths include: an independent, non-executive Chair; well informed and experienced directors, who ensure that standards exist to promote ethical behaviour throughout TC Energy; effective board size; director share ownership requirements; and annual assessment of board, committee and individual director effectiveness.

 

Our board of directors

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John E. Lowe, Board Chair

Director since 2015, Independent

Mr. Lowe is a corporate director. He is currently the Chair of the Board of TC Energy. He also serves on the board of directors for Phillips 66.

Mr. Lowe has previously served as the non-executive Chair of Apache Corporation’s (oil and gas) board of directors from May 2015 to September 2022, and served as a director of Agrium Inc. (agricultural) from May 2010 to August 2015, DCP Midstream LLC (oil and gas, exploration and production) and its wholly-owned subsidiary, DCP Midstream GP, LLC, the general partner of DCP Midstream Partners, LP from October 2008 to April 2012 and Chevron Phillips Chemical Co. LLC from October 2008 to January 2011. He has also held various executive and management positions with ConocoPhillips Co. for more than 25 years, including Assistant to the Chief Executive Officer of ConocoPhillips Co., Executive Vice-President of Exploration & Production and Executive Vice-President of Commercial.

Mr. Lowe is on the Board of Advisors of the Kelce College of Business at Pittsburg State University. He has also previously served as a Senior Executive Adviser at Tudor, Pickering, Holt & Co. LLC (energy investment and merchant banking) from September 2012 to August 2021 and also served on the Texas Children’s Hospital West Campus Advisory Council. He is a former director of the National Association of Manufacturers.

Mr. Lowe holds a Bachelor of Science degree in Finance and Accounting from Pittsburg State University in Pittsburg, Kansas and is a Certified Public Accountant (inactive).

TC Energy Committee memberships
• Governance Committee
• Human Resources Committee

Other public board directorships
• Phillips 66 Company (oil and gas) (NYSE)

TC Energy securities held
  2023 2022
Common shares 25,000 25,000
Deferred share units 32,236 27,274

Download full bio

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Cheryl F. Campbell

Director since 2022, Independent

Ms. Campbell is a corporate director and has 35 years of energy experience in midstream, interstate pipelines and utilities. She currently serves on the board of Pacific Gas & Electric (PG&E), where she is Chair of the Safety & Nuclear Oversight Committee as well as a member of its Sustainability & Governance Committee. She also serves on the boards of Summit Utilities, as Chair, and JANA Corporation. She is involved in non-profit board work serving on the National Association of Corporate Directors (NACD) Colorado chapter board.

Ms. Campbell previously served as a Senior Vice President, Gas, with Xcel Energy (utility supplier of electric power and natural gas service operating in eight states). During her 13-year tenure there, she developed industry leading gas integrity and risk management programs, improving regulatory returns and overall operating, environmental and safety metrics.

Ms. Campbell also served on the U.S. Department of Transportation’s Gas Pipeline Advisory Committee providing guidance to the Secretary of Transportation on pipeline safety regulations, and testified before a congressional subcommittee on pipeline infrastructure safety.

In 2019, Ms. Campbell was awarded the Natural Gas Leadership Award from the American Gas Association and was named one of the Top Women in Energy by the Denver Business Journal in 2014.

Ms. Campbell holds a Master of Science degree in finance, with a minor in management, from the University of Colorado at Denver, as well as Bachelor of Science degrees in chemical engineering and business from the University of Colorado at Boulder.

TC Energy Committee memberships
• Audit Committee
• Health, Safety, Sustainability and Environment Committee

Other public board directorships
• Pacific Gas & Electric (NYSE)

TC Energy securities held
  2023 2022
Common shares - -
Deferred share units 2,716 -

Download full bio

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Michael R. Culbert

Director since 2020, Independent

Mr. Culbert currently serves on the board of directors for Precision Drilling Corporation (oil and gas services) since 2017.

Mr. Culbert previously served as a director and Vice Chair of PETRONAS Canada Ltd. from 2016 to 2020. He has also previously served as a director and President of Pacific NorthWest LNG LP (2013 to 2017). He is a former cofounder, director, President and CEO of Progress Energy Ltd. (oil and gas, exploration and production) from 2004 to 2016 and, prior to that, he was the Vice-President, Marketing and Business Development from 2001 to 2004. He has also held senior leadership positions in Marketing and Business Development through his career.

Mr. Culbert is a patron of the Shaw Charity Classic, which since its inception in 2013 has successfully raised over $100 million for over 200 children and youth charities in Alberta. He is also a founding member of the Creative Destruction Lab Energy stream at the University of Calgary, Haskayne School of Business.

In 2019, Mr. Culbert was awarded the 2019 Distinguished Business Leader - Recognizing Ethical Leadership from the University of Calgary Haskayne School of Business and the Calgary Chamber of Commerce.

Mr. Culbert holds a Bachelor of Science Business Administration Degree from Emmanuel College in Boston, Massachusetts.

TC Energy Committee memberships
• Audit Committee
• Health, Safety, Sustainability and Environment Committee

Other public board directorships
• Precision Drilling Corporation (oil and gas reserves) (TSX, NYSE)

TC Energy securities held
  2023 2022
Common shares 5,500 5,500
Deferred share units 13,124 8,050

Download full bio

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Bill Johnson

Director since 2021 Independent

Mr. Johnson is a corporate director. Mr. Johnson most recently served as President and Chief Executive Officer of Pacific Gas & Electric Corporation (utilities) from May 2019 through June 2020. Mr. Johnson also served as President and Chief Executive Officer of Tennessee Valley Authority (electricity) from January 2013 to May 2019.

Prior to joining Tennessee Valley Authority, Mr. Johnson held the positions of Chairman, President and CEO of Progress Energy, Inc. from October 2007 to July 2012 and previously to that, served as President and Chief Operating Officer (2005- 2007). His career at Progress included leadership roles of increasing responsibility including as President, Energy Delivery (2004-2005) and President and Chief Executive Officer (2002-2003) and Executive Vice President and General Counsel (2000-2002) of Progress Energy Service Company. Mr. Johnson’s career began in 1992 at Carolina Power & Light Company (predecessor to Progress Energy Inc.) where he held increasing senior management roles of Associate General Counsel and Manager, Legal Department; Vice President, Senior Counsel and Corporate Secretary and Senior Vice President and Corporate Secretary.

Mr. Johnson has served on the boards of the following utility industry groups or associations: Edison Electric Institute (Vice Chair), Nuclear Energy Institute (Chair), Institute of Nuclear Power Operations, World Association of Nuclear Operators (Governor) and Nuclear Electric Insurance Limited.

Mr. Johnson holds a Juris Doctor degree (high honors) from the University of North Carolina School of Law and a Bachelor of Arts degree (history, summa cum laude) from Duke University in North Carolina.

TC Energy Committee memberships
• Human Resources Committee (Chair)
• Audit Committee

TC Energy securities held
  2023 2022
Common shares - -
Deferred share units 9,186 3,069

Download full bio

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Susan Jones

Director since 2020, Independent

Ms. Jones is a corporate director. She is currently a director of Canadian National Railway Company (freight railway), since May 2022.

Ms. Jones retired from her Executive Leadership role at Nutrien at the end of 2019 after 15 years with the company. While at Nutrien, she held a variety of roles between September 2004 to December 2019, including Executive Vice-President and CEO of the Potash Business Unit of Nutrien (largest global underground soft-rock miner), Executive Vice-President and President of the Phosphate Business Unit; Chief Legal Officer; Business Development and Strategy; Managing Director of the European Distribution Business; and Vice-President of Wholesale Sales, Marketing and Logistics.

She previously served on the boards of Arc Resources Ltd. (and predecessor company), Piedmont Lithium Limited and Gibson Energy Inc.

Ms. Jones was named the Osler Purdy Crawford Deal Maker of the Year 2017 at the Canadian General Counsel Awards for her role in the merger of Agrium and Potash Corporation of Saskatchewan. She has served on the United Way and the Canadian Bar Association.

Ms. Jones holds a Bachelor of Arts Degree in Political Science and Hispanic Studies from the University of Victoria as well as a Bachelor of Laws Degree from the University of Ottawa. She also earned a Leadership Diploma from the University of Oxford and holds a Director Certificate from Harvard University.

TC Energy Committee memberships:

  • Audit Committee
  • Human Resources Committee

Other public board directorships: 

  • Canadian National Railway Company (TSX, NYSE)

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David MacNaughton

Director since 2020, Independent

Mr. MacNaughton is the President of Palantir Canada, a subsidiary of Palantir Technologies, Inc. (data integration and analytics software) since September 2019.

Mr. MacNaughton has held various positions with both the federal and provincial levels of government, including serving as Canada’s Ambassador to the United States from March 2016 to August 2019. He also served as Principal Secretary to the Premier of Ontario from 2003 to 2005.

Previously, he was the Chairman of StrategyCorp (public affairs consulting) from June 2005 to March 2016. He was also the Chairman of Aereus Technologies Inc. (manufacturing) from 2014 to 2016. He has served on the boards of the North York General Hospital, the Stratford Festival, the National Ski Academy, TV Ontario, the Toronto French School and the Toronto International Film Festival.

Mr. MacNaughton holds a Bachelor of Arts Degree from the University of New Brunswick.

TC Energy Committee memberships
• Governance Committee
• Health, Safety, Sustainability and Environment Committee

TC Energy securities held
  2023 2022
Common shares - -
Deferred share units 16,646 8,293

Download full bio

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François Poirier

Director since 2021, Non-Independent

Mr. Poirier has been President and Chief Executive Officer (CEO) since January 2021.

His previous role was Chief Operating Officer and President, Power & Storage. He was responsible for successfully executing the acquisition of the Columbia Pipeline Group in 2016. Mr. Poirier held other roles which included leading our Mexico business unit, as well as leading the company’s risk management, strategy and corporate development efforts. Mr. Poirier joined the company in 2014 as President, Energy East Pipeline.

Before joining TC Energy, Mr. Poirier spent 25 years in investment banking, consulting and as a Corporate Director. He was President and Head, Investment Banking and Capital Markets, for Wells Fargo Securities Canada, Ltd. Prior to that, he was Group Head, Power and Pipelines Investment Banking, at J.P. Morgan Securities in New York.

From 2007 to 2011, Mr. Poirier served as an Independent Director of Capital Power Income LP. His community involvement has included serving as Chair of the North York Harvest Food Bank.

Mr. Poirier holds a Master of Business Administration from the Schulich School of Business at York University and graduated Magna Cum Laude with a Bachelor of Operations Research from the University of Ottawa.

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Una Power

Director since 2019, Independent

Ms. Power is a corporate director and currently serves on the boards of the Bank of Nova Scotia and Teck Resources Limited. She previously served as a director of Kinross Gold Corporation from April 2013 to May 2019.

Ms. Power was the Chief Financial Officer of Nexen Energy ULC (Nexen) from February 2013 to March 2016, a former publicly traded energy company that is now a wholly-owned subsidiary of CNOOC Limited. During her 24-year career with Nexen, Ms. Power held various executive positions with responsibility for financial and risk management, strategic planning and budgeting, business development, energy marketing and trading, information technology and capital investment.

Ms. Power holds a Bachelor of Commerce (Honours) degree from Memorial University and holds Chartered Professional Accountant, Chartered Accountant and Chartered Financial Analyst designations. She has completed executive development programs at Wharton Business School and INSEAD.

TC Energy Committee memberships
• Audit Committee (Chair)
• Health, Safety, Sustainability and Environment Committee

Other public board directorships
• The Bank of Nova Scotia (chartered bank) (TSX, NYSE)
• Teck Resources Limited (diversified mining) (TSX, NYSE)

TC Energy securities held
  2023 2022
Common shares 1,560 1,560
Deferred share units 23,031 15,512

Download full bio

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Mary Pat Salomone

Director since 2013, Independent

Ms. Salomone is a corporate director. She previously served as a director of Intertape Polymer Group from November 2015 to June 2022, as well as Herc Rentals from July 2016 to December 2021. Ms. Salomone was the Senior Vice-President and Chief Operating Officer of The Babcock & Wilcox Company (B&W) (energy infrastructure) from January 2010 to June 30, 2013. Prior to that, she served as Manager of Business Development from 2009 to 2010 and Manager of Strategic Acquisitions from 2008 to 2009 for Babcock & Wilcox Nuclear Operations Group, Inc. From 1998 through December 2007, Ms. Salomone served as an officer of Marine Mechanical Corporation, which B&W acquired in 2007, including her term as President and Chief Executive Officer from 2001 through 2007. Ms. Salomone served as a trustee of the Youngstown State University Foundation from 2013 through 2019.

Ms. Salomone previously served on the board of directors of United States Enrichment Corporation (basic materials, nuclear) from December 2011 to October 2012 and on the Naval Submarine League from 2007 to 2013. She was formerly a member of the Governor’s Workforce Policy Advisory Board in Ohio and the Ohio Employee Ownership Center, and served on the board of Cleveland’s Manufacturing Advocacy & Growth Network.

Ms. Salomone has a Bachelor of Engineering in Civil Engineering from Youngstown State University and a Master of Business Administration from Baldwin Wallace College. She completed the Advanced Management Program at Duke University’s Fuqua School of Business in 2011.

TC Energy Committee memberships
• Health, Safety, Sustainability and Environment Committee (Chair)
• Governance Committee

TC Energy securities held
  2023 2022
Common shares 3,500 3,500
Deferred share units 36,912 31,693

Download full bio

tc-board-of-directors-indira-samarasekera-2023-470x540.jpg

Indira Samarasekera

Director since 2016, Independent

Dr. Samarasekera is currently a senior advisor for Bennett Jones LLP (law firm) and serves on the boards of Intact Financial Corporation, Magna International Inc. and Stelco Holdings Inc. She also currently serves on the selection panel for Canada’s outstanding chief executive officer of the year, is a member of the TriLateral Commission and is a Fellow of the Royal Society of Canada. She previously served on the board of The Bank of Nova Scotia from May 2008 to April 2021.

Dr. Samarasekera is internationally recognized as one of Canada’s leading metallurgical engineers for her groundbreaking work on steel process engineering and she was the first incumbent of the Dofasco Chair in Advanced Steel Processing at the University of British Columbia. From 2005 to 2015, she served as President of the University of Alberta. Prior to that, she was elected to the National Academy of Engineering in the U.S. She has also served as the chair of the Worldwide Universities Network and has served on several boards and committees including the Asia-Pacific Foundation, Rideau Hall Foundation, Prime Minister’s Advisory Committee for Renewal of the Public Service, a Presidential Visiting Committee at the Massachusetts Institute of Technology and Canada’s Science, Technology, Innovation Council.

Dr. Samarasekera has received honorary degrees from the Universities of Alberta, British Columbia, Toronto, Waterloo, Montréal, Queen’s and Western in Canada, and Queen’s University in Belfast, Northern Ireland, U.K. She received the Peter Lougheed Leadership Award from the Public Policy Forum in Canada in 2012 and was awarded the Order of Canada in 2002. Dr. Samarasekera was also granted a PhD in metallurgical engineering from the University of British Columbia in 1980 and, as a Hays Fulbright Scholar, she earned a Master of Science from the University of California in 1976.

TC Energy Committee memberships
• Governance Committee
• Human Resources Committee

Other public board directorships
• Intact Financial Corporation (TSX)
• Magna International Inc. (manufacturing, automotive parts) (TSX, NYSE)
• Stelco Holdings Inc. (manufacturing) (TSX)

TC Energy securities held
  2023 2022
Common shares - -
Deferred share units 33,293 28,273

Download full bio

transcanada-board-of-directors-siim-vanaselja-470x540.jpg

Siim A. Vanaselja

Director since 2014, Independent

Mr. Vanaselja is a corporate director. He currently serves on the board of directors of Great-West Lifeco Inc., Power Corporation of Canada and RioCan Real Estate Investment Trust.

Mr. Vanaselja was the Executive Vice-President and Chief Financial Officer of BCE Inc. and Bell Canada (telecommunications and media) from January 2001 to June 2015. Prior to joining BCE Inc., he was a partner at the accounting firm KPMG Canada in Toronto.

Mr. Vanaselja previously served as a member of the Conference Board of Canada’s National Council of Financial Executives, the Corporate Executive Board’s working council for Chief Financial Officers and Moody’s Council of Chief Financial Officers. During the period of the 2008 global financial crisis, he was a member of the Minister of Finance’s Special Advisory Committee to address the continued functioning of financial and credit markets in Canada.

He is a member of the Institute of Corporate Directors and a fellow of the Chartered Professional Accountants of Ontario. He holds an Honours Bachelor of Business degree from the Schulich School of Business. His community involvement has included work with Big Brothers Big Sisters of Toronto, St. Mary’s Hospital, the Heart and Stroke Foundation of Québec and the annual Walk for Kids Help Phone.

TC Energy Committee memberships
• Governance Committee
• Human Resources Committee

Other public board directorships
• Great-West Lifeco Inc. (financial services) (TSX)
• Power Corporation of Canada (financial services) (TSX)
• RioCan Real Estate Investment Trust (real estate) (TSX)

TC Energy securities held
  2023 2022
Common shares 12,000 12,000
Deferred share units 83,722 68,591

Download full bio

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Thierry Vandal

Director since 2017, Independent

Mr. Vandal is the President of Axium Infrastructure U.S., Inc. (independent infrastructure fund management firm) and currently serves on the board of directors for Axium Infrastructure Inc. (infrastructure fund management) and The Royal Bank of Canada. He is also Governor Emeritus at McGill University.

Mr. Vandal previously served as President and Chief Executive Officer for Hydro-Québec (electric utility) from 2005 to May 2015. He has also served as a director for HEC Montréal from 2006 to October 2017, director for Veresen Inc. (energy infrastructure) from 2015 to July 2017, Chairman of BioFuelNet Canada (biofuels industry) from 2013 to 2015, Chairman of the Conference Board of Canada from 2009 to 2010 and was a McGill University Governor from 2006 to 2017 as well as Chair of its Finance Committee from 2010 to 2017. He also served on the international advisory boards of École des Hautes Etudes Commerciales (HEC) Montréal from 2017 to 2022 and McGill University from 2019 to 2022.

Mr. Vandal holds a Bachelor of Engineering degree from École Polytechnique de Montréal and a Master of Business Administration in finance from HEC Montréal. In 2012, he was named Canadian Energy Person of the Year by the Canadian Energy Council. He was also awarded an honorary doctorate by the Université de Montréal in 2007.

TC Energy Committee memberships
• Governance Committee (Chair)
• Health, Safety, Sustainability and Environment Comittee

Other public board directorships
• The Royal Bank of Canada (chartered bank) (TSX, NYSE)

TC Energy securities held
  2023 2022
Common shares 269 269
Deferred share units 35,060 27,120

Download full bio

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Dheeraj “D” Verma

Director since 2022, Independent

Mr. Verma is currently a Senior Advisor to Quantum Energy Partners (Quantum), a private equity firm focused on the global energy sector. He served on the Executive and Investment Committees of the firm from 2008 until 2021 and was also the President of the firm from 2017 through 2021. As part of his responsibilities, Mr. Verma also served as a director on several boards of private energy companies controlled by Quantum.

During his time with Quantum, Mr. Verma was responsible for investing and then stewarding significant institutional equity capital across the energy value chain, including in the upstream, midstream, oilfield services, power generation, renewables, technology and energy transition segments of the industry. He was also actively involved in investing in and helping build some of the largest private equity backed energy companies in North America. Among many other responsibilities, he was also one of the key architects of the firm’s ESG strategy and oversaw the firm’s operational efforts and reporting in this regard.

Prior to joining Quantum, Mr. Verma was a senior member of J.P. Morgan’s Mergers and Acquisitions group in New York from 2001 through 2008 and advised various public and private companies (including electric and gas utilities, renewable/ conventional power generators) on strategic and financial transactions.

Mr. Verma has a B.A./B.S. in Mathematics and Finance from Ithaca College and a Master’s in International Management from Thunderbird School of Global Management.

TC Energy Committee memberships
• Governance Committee
• Human Resources Committee

TC Energy securities held
  2023 2022
Common shares 32,000 -
Deferred share units 4,276 -

Download full bio

 

 

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