Corporate Governance
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Directors, officers & executive of BC Hydro

The BC Hydro Board of Directors oversees the conduct of business and supervises Management, which in turn is responsible for the day-to-day operations of BC Hydro. Directors are appointed by the B.C. Government to bring special skills and experience to the Board’s deliberations.

The Board’s responsibilities include:

ensuring there is a strategic and business planning process, and then reviewing, validating and endorsing a strategy for the Corporation and monitoring its implementation,
ensuring effective controls and appropriate governance are in place as part of its Management oversight, and
continuing to understand the principal risks associated with the Corporation’s business and ensuring that the appropriate processes and systems are in place to mitigate risk.

BC Hydro’s regularly reviews and updates its governance framework to ensure the various components meet the corporation’s ongoing business needs while being consistent with government’s Guiding Principles on Crown Agency Corporate Governance.

The Board acts in accordance with the Best Practices Guidelines for Governance, and Disclosure Guidelines for Governing Boards of BC Public Sector Organizations.

Membership of Board of Directors and Board Committees

The Board of Directors of BC Hydro is composed entirely of individuals who are independent of management. Many of the Board’s responsibilities are carried out by Committees of the Board, Task Groups, or Advisory Committees which make recommendations to the Board of Directors. These Committees and Task Groups are comprised entirely of Board Members.

The Board of Directors of BC Hydro’s wholly-owned subsidiary, Powerex Corp., has appointed an Audit and Risk Management Committee composed of members of the Powerex Board of Directors.

Terms of reference for the Board and its Committees, the Chairman, the Chief Executive Officer and the Corporate Secretary are published on the BC Hydro website. The number of Board and Committee meetings in fiscal 2009 are set out in BC Hydro’s corporate governance disclosure. In addition to the number of Board and Committee meetings, Board responsibilities, Director biographies and Director attendance records are also disclosed.

Board operations

Subscribing to a principle of continuous improvement, board performance and its make-up is evaluated annually to ensure that the Board of Directors performs its due diligence and policy oversight role in the most effective manner. For more information, visit Board’s roles and responsibilities.

Code of conduct

To promote awareness and understanding of the standards of conduct that BC Hydro expects, we have a Director and Employee Code of Conduct, which includes information on avoiding conflicts of interest. For more information, visit BC Hydro’s Code of Conduct.

Governance and disclosure guidelines for British Columbia public sector boards

Best Practice Guidelines on Governance and Disclosure were issued by government in 2005. BC Hydro’s response to the 12 disclosure requirements is updated annually and posted on our website.

Organizational structure - Executive of BC Hydro

BC Hydro’s organizational structure is designed to ensure we deliver on our six short-term priorities and to facilitate coordination among business functions. The structure includes operational business groups, a corporate function and two subsidiaries, Powerex and Powertech (for more information, see our subsidiaries). As of March 31, 2009, we had 5,844 employees (regular and temporary employees, full-time count as one, part-time count as 0.5).

The Powertech President and COO reports to the Chairman of the Board. All other executive report to BC Hydro's President and CEO.

Minister Responsible
The Honourable Blair Lekstrom (Energy, Mines and Petroleum Resources) (effective January 19, 2009)
The Honourable Richard Neufeld (prior to January 19, 2009)

Board of Directors
Mossadiq Umedaly (Chairman)

President and CEO
Bob Elton
Corporate Office: 10 people

Customer Care and Conservation

Bev Van Ruyven, Executive Vice-President
Provides long-term resource planning and acquisition and customer-care services, and delivers Power Smart programs.

People: 466.5

Corporate Human Resources

Debbie Nagle, Chief Human Resources Officer
(effective July 7, 2008)
(Lois Nahirney, Acting Chief HR Officer,
resigned July 7, 2008)
Responsible for attraction and workforce planning, organizational effectiveness and total rewards programs.

People: 64.5

Safety, Health and Environment

Ray Stewart, Chief Safety, Health and Environment Officer
Responsible for strategic direction and governance in relation to occupational safety and health, environment and sustainability, public safety, emergency management, security and dam safety matters.

People: 45

Powerex

Teresa Conway, President and CEO
A wholly-owned subsidiary of BC Hydro, Powerex’s energy marketing and trade activities help optimize BC Hydro electric system resources.

People: 171

Corporate Affairs

Susan Yurkovich, Senior Vice-President
Responsible for marketing and strategic communications, community and stakeholder engagement, community investment, as well as corporate projects, including Site C and the 2010 Olympic Initiative.

People: 141

Finance and Corporate Resources

Charles Reid, Executive Vice-President and CFO (effective August 18, 2008)
Trish Pekeles, Acting CFO (April to August 2008)
Alister Cowan (resigned April 5, 2008)
Responsible for several enterprise-wide functions, including finance, regulatory, risk management, information technology, procurement, legal, properties and strategy.
People: 420.5

Field Operations

Leigh Ann Shoji-Lee, Senior Vice-President (effective December 1, 2008)
(Gary Rodford, retired October 31, 2008)
Delivers electricity safely and reliably to customers, including extension and connection services, as well as emergency response and restoration services.
People: 2,607.5

Smart Metering and Infrastructure Program

Michele Morgan, Senior Vice-President (effective July 3, 2008)
Oversight of Smart Metering Project, In Home Display Initiative, Grid Modernization and Infrastructure upgrades.

People: 24

Engineering, Aboriginal Relations and Generation

Chris O’Riley, Senior Vice-President
Responsible for BC Hydro’s generation assets, engineering services for BC Hydro and BCTC and for leading the establishment of mutually beneficial relationships with Aboriginal peoples.

People: 1,779.5

Powertech

Eamonn Percy, President and COO
A wholly-owned subsidiary of BC Hydro, Powertech’s business is solving technical problems with power equipment and systems throughout their life cycle.

People: 114.5

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Membership of Board of Directors and Board Committees

Board of Directors Mandate: The Board is responsible for overseeing the conduct of business, supervising management and ensuring all major issues affecting the Corporation are given proper consideration. The Board, through the Chief Executive Officer, sets the standards of conduct for BC Hydro and ensures the safety of its operations. Chairman: Mossadiq Umedaly Members: Chief Kim Baird (appointed April 10, 2008), James Brown (appointed June 6, 2008), Peter Busby (appointed April 10, 2008), Wanda Costuros, Jonathan Drance (appointed May 8, 2008), Tracey McVicar, Nancy Olewiler, Peter Powell (appointed May 8, 2008), Walter Saponja, Donald Triggs (appointed June 6, 2008), Brenda Eaton (resigned December 18, 2008)
Committees of the Board
Executive Committee	Purpose: The Executive Committee meets only in special circumstances. It has most of the powers of the Board to act in situations when, for timing reasons, a Board meeting cannot be scheduled. Chairman: Mossadiq Umedaly Members: Wanda Costuros, Jonathan Drance (appointed November 19, 2008), Brenda Eaton (resigned December 18, 2008)
Audit and Risk Management	Purpose: The Audit and Risk Management Committee assists the Board in fulfilling its obligations and oversight responsibilities relating to the audit process, financial reporting, the system of corporate controls, governance of the Corporation’s pension plans, and various facets of risk management. Chair: Tracey McVicar Members : Wanda Costuros, Peter Powell, Walter Saponja, Mossadiq Umedaly*, Nancy Olewiler (no longer a Committee Member, November 19, 2008), Brenda Eaton (resigned December 18, 2008)
Corporate Governance	Purpose: The Corporate Governance Committee assists the Board by ensuring that BC Hydro develops and implements an effective approach to corporate governance, which enables the business and affairs of the Corporation to be carried out, directed and managed with the objective of enhancing shareholder value. Chair: Jonathan Drance Members: Tracey McVicar (appointed November 19, 2008), Donald Triggs (appointed November 19, 2008), Mossadiq Umedaly*, Wanda Costuros (no longer a Committee Member, November 19, 2008), Brenda Eaton (resigned December 18, 2008)
Human Resources	Purpose: The Human Resources Committee assists the Board in fulfilling its obligations relating to human resources and compensation issues, related specifically to senior management and generally to the Corporation. The Committee also monitors safety performance. Chair: Nancy Olewiler Members: James Brown (appointed November 19, 2008), Jonathan Drance (appointed November 19, 2008), Donald Triggs (appointed November 19, 2008), Mossadiq Umedaly*, Chief Kim Baird (no longer a Committee Member, November 19, 2008), Walter Saponja (no longer a Committee Member, November 19, 2008),
Capital Projects formed: November 19, 2008	Purpose: The Capital Projects Committee assists the Board in fulfilling its obligations and oversight responsibilities relating to the Corporation’s long-term capital plans, capital budgets and capital projects, including risk identification and management, dam safety, Aboriginal Relations and negotiations, and transmission projects. Chair: Walter Saponja Members: Chief Kim Baird, Jonathan Drance, Peter Powell, Mossadiq Umedaly*
Conservation Committee (Task Group)	Purpose: The Conservation ad hoc task group of the Board of Directors assists the Board by monitoring and supporting the implementation of an energy conservation strategy as described by The BC Energy Plan. Chair: Peter Busby Members: Chief Kim Baird (appointed November 19, 2008), Nancy Olewiler, Mossadiq Umedaly*, Brenda Eaton (resigned December 18, 2008)
The Peace River / Williston Reservoir Advisory Committee	The Board appoints Advisory Committees from time to time. This Advisory Committee provides advice and facilitates two-way communications between the Peace/Williston community and BC Hydro. Committee membership is composed of local community leaders, providing equitable representation from geographical and special interest groups within the region. Chair: Jack Weisgerber Members: Lori Ackerman (Fort St. John), Rick Hopkins (Fort St. John), Gwen Johansson (Hudson’s Hope), Terry Johnson (Taylor), Kevin Neary (Mackenzie), Leigh Summer (Hudson’s Hope), Ron Terlesky (Mackenzie), Donny Van Somer (Kwadacha), Don Bourassa (Dawson Creek) (resigned February 18, 2009), Chief Johnny Pierre (Tsay Keh Dene) (no longer on Committee due to Tsay Key Dene leadership change, November 2008)
Subsidiaries
Powerex Corp. Board meetings: 5 Audit and Risk Management Committee: 5 Strategy session: 1	Chair: Wanda Costuros Board members: James Brown (appointed November 19, 2008), Bob Elton, Peter Powell, Walter Saponja, Mossadiq Umedaly (appointed July 2, 2008) Officers: Wanda Costuros (Chair), Teresa Conway (President and CEO), Michael Standbrook (Acting Chief Financial Officer, term ended March 6, 2009), Myra Watson (Corporate Secretary, resigned August 29, 2008), Diana Seehagen (Assistant Corporate Secretary, resigned September 26, 2008), Michael Lee (Acting Corporate Secretary, October 9, 2008 to March 31, 2009)
Powertech Labs Inc. Board meetings: 7	Executive Chairman: Mossadiq Umedaly Board members : Brenda Eaton, Nancy Olewiler Officers: Mossadiq Umedaly (Executive Chairman), Eamonn Percy (President and Chief Operating Officer),Myra Watson (Corporate Secretary, resigned August 29, 2008), Diana Seehagen (Assistant Corporate Secretary, resigned September 26, 2008), Michael Lee (Acting Corporate Secretary, October 9, 2008 to March 31, 2009)
*The Board Chairman is an ex-officio member of all Committees.