Governance Guidelines

On behalf of TransAlta Corporation’s shareholders, the Board of Directors is responsible for the:

  • Stewardship of TransAlta Corporation (the “Corporation”)
  • Establishing the key policies and standards for the Corporation
  • Reviewing and approving its strategic plans

To review the guidelines the Board of Directors of the Corporation has adopted to meet its corporate governance responsibilities, please download the PDF found under “Related Documents” on the right side of this page.

Statement of Corporate Governance Practices

The Toronto Stock Exchange (TSX), upon which TransAlta’s common shares are listed, requires every listed company to disclose, on an annual basis, its approach to corporate governance.

TransAlta is also subject to corporate governance requirements, including disclosure requirements, imposed or proposed to be imposed by Canadian securities regulators, the New York Stock Exchange (NYSE) and the U.S. Securities and Exchange Commission, under the United States Sarbanes- Oxley Act (“SOX”). To review TransAlta’s approach to corporate governance, compared with the TSX corporate governance guidelines, and, as appropriate, other Canadian and U.S. governance rules see Appendix B of the Management Proxy Circular.

Majority Voting Policy

The Company’s majority voting policy provides that, in an uncontested election of directors at an annual meeting of shareholders, the votes cast in favour of the election of a director nominee must represent a majority of the total votes cast at such meeting. If that is not the case, that director must tender his or her resignation for consideration by the balance of the board of directors. If for any reason the board does not accept the resignation, it will promptly disclose its decision, including the reason for not accepting the resignation, in a press release and will also inform the Toronto Stock Exchange.

Compliance with New York Stock Exchange Standards

The New York Stock Exchange Listed Company Manual, Section 303A.11 (Foreign Private Issuer Disclosure), requires TransAlta Corporation, which is deemed to be a foreign private issuer, to disclose any significant ways in which our corporate governance practices differ from corporate governance practices followed by U.S. domestic issuers under NYSE listing standards.

Our corporate governance practices do not differ from those of the NYSE.

Related Documents