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The Board is responsible for the stewardship of TransAlta, establishing the key policies and standards for the company, including policies for the assessment and management of its risks. To meet its corporate governance responsibilities, the Board has adopted Corporate Governance Guidelines which provide a framework for how the business and affairs of the company will be carried out. The Board believes that these practices benefit all stakeholders and form the building blocks for long term success. The Board reviews these guidelines annually to ensure that they reflect the most current and appropriate governance standards for the company.
To assist in its oversight responsibilities, the Board has three standing committees: the Human Resources Committee, the Audit and Risk Committee and the Governance and Environment Committee. All of these committees have adopted charters which outline their specific oversight responsibilities.
Committee mandates are as below.
The Audit and Risk Committee provides assistance to the Board in fulfilling its oversight responsibility to the shareholders, the investment community and others, relating to the integrity of the corporation’s financial statements, the financial reporting process, the systems of internal accounting and financial controls, the risk identification assessment conducted by management and the programs established by management and the Board in response to such assessment, the internal audit function and the external auditors’ qualifications, independence, performance and reports to the corporation. In so doing, it is the committee’s responsibility to maintain an open avenue of communication between the committee, the external auditors, the internal auditors and management of the corporation.
The function of the committee is oversight. Management is responsible for the preparation, presentation and integrity of the interim and annual financial statements and related disclosure documents. Management of the corporation is also responsible for maintaining appropriate accounting and financial reporting policies and systems of internal controls and procedures that are in compliance with accounting standards, applicable laws and regulations and that provide reasonable assurances that assets are safeguarded and that transactions are authorized, executed, recorded and reported properly. While the committee has the responsibilities and powers set forth herein, it is not the duty of the committee to plan or conduct audits or to determine that the corporation’s financial statements are complete and accurate and in accordance with generally accepted accounting principles. This is the responsibility of management and the external auditors. The designation of a member or members as an “audit committee financial expert” is based on that individual’s education and experience, which the individual will bring to bear in carrying out his or her duties on the committee. Designation as an “audit committee financial expert” does not impose on such person any duties, obligations and liability that are greater than the duties, obligations and liability imposed on a member of the committee and Board in the absence of such designation.
Management is also responsible for the identification and management of the corporation’s risks and the development and implementation of policies and procedures to mitigate such risks. The committee’s role is to provide oversight in order to ensure that the corporation’s assets are protected and safeguarded within reasonable business limits.
The complete Audit and Risk Committee Charter can be downloaded in the Related Documents section of this page.
The Human Resources Committee of the Board of Directors is empowered by the Board to review and approve key compensation and human resources policies for the corporation and, in that connection, to ensure that such policies provide total compensation which is competitive in the marketplace. The committee measures competitiveness by reference to data from a comparator group of companies with which the company competes for executive talent. The committee’s mandate includes making recommendations regarding compensation of the corporation’s executives, discharging of the Board’s responsibilities regarding equity-based and incentive compensation plans of the corporation’s employees, reviewing and approving human resources policies and programs of the corporation, reviewing and approving the executive management succession and development plans and producing an annual report on executive compensation for purposes of the proxy circular.
The Chief Executive Officer (the CEO) is responsible for overall management of the corporation’s human resources including the human resource strategy and the assessment of its effectiveness. Through its collective experience, the committee also provides input and advice to the CEO and management on human resource matters.
The complete Human Resources Committee Charter can be downloaded in the Related Documents section of this page.
The mandate of the Governance & Environment Committee is to identify and recommend individuals to the Board for nomination as members of the Board and its committees and to develop and recommend to the Board a set of corporate governance principles applicable to the corporation and to monitor compliance therewith. The committee also, provides assistance to the Board in fulfilling its oversight responsibilities with respect to environmental, health and safety practices, procedures and policies as established by management in relation to required legal/regulatory and industry compliance standards or best practices.
The complete Governance and Environment Committee Charter can be downloaded in the Related Documents section of this page.
Position descriptions for the TransAlta Chair of the Board, President and CEO, the COO, and for TransAlta's Board of Directors Committee Chairs can be downloaded in the Related Documents section of this page.