DEF 14A
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

 

Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under §240.14a-12

ENBRIDGE INC.

 

(Name of Registrant as Specified in its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Table of Contents

LOGO

 

  

March 12, 2018

 

Notice of 2018 Annual Meeting of Shareholders and Proxy Statement

Annual Meeting of Shareholders of Enbridge Inc.

to be held on Wednesday, May 9, 2018

in Calgary, Alberta, Canada

 

 

LOGO


Table of Contents

What’s inside

Letter to Shareholders   
Notice of annual meeting of shareholders   
Proxy Statement      1  

Proxy Statement Summary

     1  
General Information      2  
Meeting Information      5  
Voting Information      5  

Who can attend the Meeting and vote

     5  

Voting recommendations

     6  

How to vote

     6  

Voting deadline

     8  
Business of the Meeting      10  

1.     Financial Statements

     10  

2.     Appointing our auditor

     10  

3.     Electing our directors

     11  

4.     Advisory vote to approve compensation of named executive officers

     24  

5.     Advisory vote on frequency of say on pay

     25  

Shareholder proposals

     25  
Statement of corporate governance      27  

Our governance practices

     27  

Governance highlights

     27  

Key governance documents

     28  

A culture of ethical conduct

     28  

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

     29  

The role of the Board

     32  

Our expectations of our directors

     35  

Board evaluation

     37  

Diversity

     39  

Board committees

     40  
Director compensation      50  

Director compensation table

     52  
Security ownership of certain beneficial owners and management      55  
Compensation Discussion and Analysis      57  

Executive compensation summary

     57  

Compensation policies and practices

     59  

Compensation governance

     60  

2017 Compensation decisions

     68  

Total direct compensation for Named Executive Officers

     82  

Executive compensation tables and other compensation disclosure

     89  

CEO pay ratio

     107  

Appendix A – Terms of Reference for the Board of Directors

     108  
Appendix B – Non-GAAP reconciliations      110  


Table of Contents

LOGO

 

Letter to

Shareholders

 

Dear Shareholder,

 

It is our pleasure to invite you to

attend the Enbridge Inc. annual meeting

of shareholders.

  LOGO

The meeting will be held at 1:30 p.m. MDT on May 9, 2018 at the Calgary Marriott Downtown Hotel, 110-9th Avenue S.E., Calgary, Alberta, Canada. The meeting will also be available to all stakeholders by audio webcast at Enbridge.com.

2017 was a historic year for Enbridge, beginning a transformation that continues this year as we strive for top performance and advance our position as North America’s leading energy infrastructure company.

This meeting is your opportunity to consider and vote on a number of important matters. Your vote is important and we encourage you to take time to review this document and vote your shares, either by proxy or by attending the meeting in person.

This document includes information on what the meeting will cover including information on our director nominees, our auditors and our corporate governance practices. It outlines our approach to governance issues and our philosophy, policies and programs for executive compensation and how the board of directors receives input from shareholders on these matters, including the opportunity at this meeting to have a “say on pay” advisory vote.

Sound governance means sound business

We believe good governance is important for our shareholders, our employees and our company. We have a comprehensive system of stewardship and accountability that meets the requirements of all rules, regulations, standards and internal and external policies that apply. We continuously assess our governance practices to build on our strengths and improve our effectiveness.

We benefit from a diverse and highly engaged board of directors who bring a range of viewpoints, deep expertise and strong energy sector knowledge that helps ensure effective oversight of our strategic priorities and operations. Our formal diversity policy highlights the importance we place on differences in skills, experience, gender, ethnicity and geographic background; three of twelve directors standing for re-election are women.

On behalf of the board and management, we would like to acknowledge and thank Rebecca Roberts who will be retiring at this year’s meeting. Ms. Roberts brought valuable pipeline and energy industry experience to her role as a director; her leadership and dedication will be missed.

Strategic and risk oversight

Among the board and management’s most important responsibilities are oversight of Enbridge’s strategic direction and identification and management of risks. Because of the complex and diverse nature of our business and associated risks, we take a comprehensive approach with accountability for oversight to specific risks across five board committees. As we do each year, the board of directors and executive management have assessed top risks and evaluated our strategy with the ultimate goal of ensuring that we can achieve our strategic priorities and deliver long-term value to the benefit of our shareholders. For a detailed review of our strategic objectives, approach to risk management and strong 2017 results, please refer to our annual report.

 

 

Enbridge Inc. 2018 Proxy Statement


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Environmental and social issues

Board and management believe that integration of environmental and social risks and opportunities into our strategic and financial plans is critical to the long-term sustainability of our business, and that our performance in this area is critical to differentiating our company. By engaging with our stakeholders, we’ve identified the most important factors that support our long-term sustainability: safety and environmental protection; community and Indigenous inclusion; and climate and energy solutions. You can learn more about our approach and performance in our CSR & Sustainability report, available at Enbridge.com.

We’ve long been committed to best practices in sustainability reporting and we continually seek to enhance our disclosure reflecting our sustainability efforts. In 2018, this will include fulfilling the commitment we made at last year’s shareholder meeting to provide additional information on Indigenous consultation, engagement and inclusion, including the steps we take to integrate Indigenous and human rights sensitivities into our investment review processes and our progress in implementing our Indigenous Peoples Policy. Content relating to Indigenous issues will be published on our website prior to our May 2018 annual meeting. The first full CSR & Sustainability report of the combined company will be published on the website in June 2018.

Corporate reporting

The package you received also includes our full 2017 annual report on Form 10-K. The format of our 2017 annual report reflects our new status as reporting under US domestic issuer reporting requirements. You can read more about this beginning on page 27. Many of our public documents, including our 2017 annual report, will continue to be available in the Investment Center on our web site located at Enbridge.com, as well as filed with the US Securities and Exchange Commission (sec.gov), and the Canadian Securities Administrators on SEDAR (sedar.com). We encourage you to visit our web site during the year for information about Enbridge, including news releases and investor presentations. To ensure you receive all the latest news, you can use the ‘Email Alerts’ subscribe feature on the company’s web site.

Engaging with investors and key stakeholders continues to be a priority for both management and the board. We welcome direct interaction with shareholders and look forward to seeing you at the annual meeting.

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

Sincerely,

 

 

 

LOGO

Al Monaco

President & Chief Executive Officer

Calgary, Alberta

March 12, 2018

LOGO

Gregory L. Ebel

Chair, Board of Directors

 

 

 

Enbridge Inc. 2018 Proxy Statement


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LOGO

Notice of annual Meeting of shareholders

 

When

 

May 9, 2018

1:30 p.m. (mountain daylight time) (“MDT”)

 

Where

 

Kensington Room

Calgary Marriott Downtown Hotel

110-9th Avenue S.E.

Calgary, Alberta,
Canada T2G 5A6

 

Your vote is important

 

If you are a shareholder of record of Enbridge Inc. common shares at the close of business on March 12, 2018, 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.

 

The Board of Directors has approved the contents of this proxy statement and has authorized us to send it to you.

 

By order of the Board of Directors,

   

Items of business

 

At our annual meeting of shareholders (the “Meeting”), shareholders will:

 

1. receive the audited consolidated financial statements and the report of the auditors for the year ended December 31, 2017;

 

2. vote on appointing the auditors and authorizing the directors to set their remuneration;

 

3. vote on electing the directors for the ensuing year;

 

4. vote on the non-binding advisory resolution to approve the compensation of our named executive officers (“say on pay”);

 

5. vote on the non-binding advisory resolution on the frequency of say on pay votes; and

 

6. consider such other matters as may properly be brought before the Meeting or any adjournment of the Meeting.

 

 

 

LOGO

Tyler W. Robinson

Vice President & Corporate Secretary

Calgary, Alberta

March 12, 2018

 

 

Enbridge Inc. 2018 Proxy Statement


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Proxy statement

In this proxy statement (“Proxy Statement”), “you” and “your” mean holders of common shares of Enbridge Inc. (“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 United States of America (“US”) dollars (“US$” or “$”) unless stated otherwise. “C$” means Canadian dollars. Unless stated otherwise, information in this Proxy Statement is given as of March 12, 2018.

Proxy statement summary

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

Enbridge 2018 annual meeting of shareholders

 

  About the Meeting    What the Meeting will cover    Recommended vote   For more
information
 

  When

  May 9, 2018, 1:30 p.m. MDT

  

1.  receive the audited consolidated financial statements and the report of the auditors for the year ended December 31, 2017

       page 10  

  Where

  Kensington Room
  Calgary Marriott Downtown Hotel
  110 9th Avenue SE
  Calgary, Alberta, Canada T2G 5A6

  

2.  vote on appointing the auditors and authorizing the directors to set their remuneration

 

3.  vote on electing the directors for the ensuing year

   FOR this resolution

 

FOR each nominee

   

 

page 10

 

page 11

 

 

 

  Record Date

  March 12, 2018

  

4.  vote on the non-binding advisory resolution to approve the compensation of our named executive officers (“say on pay”)

   FOR this resolution     page 24  

  Mailing

  Meeting materials are being mailed to

  shareholders on or about April 5, 2018.

  

5.  vote on the non-binding advisory resolution on the frequency of say on pay

   FOR one (1) year     page 25  

Director nominees

The following table provides summary information about each nominee director.

 

  Name   Director
since
    Principal occupation   Independent   Committee service   2017 voting
results
 

  Gregory L. Ebel

  (Chair)

    2017     Corporate Director   No       97.70
  Pamela L. Carter     2017     Corporate Director   Yes  

Corporate Social Responsibility

Governance

Safety & Reliability

    99.57
  Clarence P. Cazalot, Jr.     2017     Corporate Director   Yes  

Audit, Finance & Risk

Human Resources & Compensation

    98.36
  Marcel R. Coutu     2014     Corporate Director   Yes  

Audit, Finance & Risk

Governance

Human Resources & Compensation

    97.48
  J. Herb England     2007     Chair & CEO of Stahlman-England Irrigation Inc.   Yes   Audit, Finance & Risk (Chair)     98.50
  Charles W. Fischer     2009     Corporate Director   Yes  

Audit, Finance & Risk

Corporate Social Responsibility

Safety & Reliability (Chair)

    99.57
  V. Maureen Kempston   Darkes     2010     Corporate Director   Yes  

Corporate Social Responsibility (Chair)

Human Resources & Compensation

Safety & Reliability

    96.16
  Michael McShane     2017     Corporate Director   Yes  

Audit, Finance & Risk

Safety & Reliability

    99.45

  Al Monaco

  (President & CEO)

    2012     President & CEO of Enbridge   No       96.65

 

 

Enbridge Inc. 2018 Proxy Statement    1


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  Name   Director
since
    Principal occupation   Independent   Committee service   2017 voting
results
 
  Michael E.J. Phelps     2017     Chairman of Dornoch Capital Inc.   Yes  

Corporate Social Responsibility

Governance

Human Resources & Compensation

    98.29
  Dan C. Tutcher     2006     CEO & Chair of Center Coast MLP & Infrastructure Fund   Yes  

Corporate Social Responsibility

Governance (Chair)

Safety & Reliability

    98.29
  Catherine L. Williams     2007     Corporate Director   Yes  

Audit, Finance & Risk

Human Resources & Compensation
    (Chair)

    98.37

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. Highlights of our strong corporate governance include:

 

  annual election of directors;
  individual election of directors (not by slate);
  no dual class share structure;
  majority voting policy;
  majority of independent directors (11 out of 13);
  separate Chair and CEO;
  Board diversity policy;
  four women directors out of 13 (31%);
  independent Audit, Finance & Risk Committee, Human Resources & Compensation Committee, Governance Committee, Safety & Reliability Committee and Corporate Social Responsibility Committee;
  more than half the Board with fewer than five years tenure (7 out of 13);
  regular executive sessions of non-management directors;
  risk oversight by Board and committees;
  annual Board, committee and director self evaluations;
  written position descriptions for the Chair, CEO and committee chairs;
  code of business conduct and ethics (Statement on Business Conduct);
  whistle blower policy;
  advance notice by-law (By-law No. 2);
  shareholder rights plan (approved by shareholders in 2017);
  annual advisory vote on executive compensation (since 2011);
  Corporate Governance Principles and Guidelines;
  share ownership requirements for directors and executives;
  anti-hedging policy;
  political contributions policy;
  corporate social responsibility and sustainability reporting;
  active shareholder engagement;
  executive compensation driven by pay-for-performance philosophy; and
  incentive compensation clawback policy.

General information

You have received this Proxy Statement because you owned Enbridge shares at the close of business on March 12, 2018 (the “record date”).

As a holder of Enbridge shares on the record date, you have the right to attend the Meeting on May 9, 2018 and to vote your Enbridge shares. You can vote in person or by proxy.

Changes to presentation

As of January 1, 2018, Enbridge is no longer considered a foreign private issuer pursuant to applicable US securities laws. Accordingly, this Proxy Statement has been prepared in compliance with the disclosure requirements under the rules of the US Securities and Exchange Commission (the “SEC”) applicable to US domestic issuers, as well as applicable Canadian disclosure requirements.

 

 

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About this document

We are sending you this Proxy Statement to solicit proxies on behalf of management of Enbridge to be voted at the Meeting. This Proxy Statement explains what the Meeting will cover, the voting process and other important information you need to know, such as:

 

  the directors who have been nominated to our Board;
  information concerning the proposed auditors;
  our governance practices; and
  2017 compensation for our directors and named executive officers.

Websites not incorporated by reference

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

Accessing documents

Enbridge’s financial information is provided in the company’s consolidated financial statements for the year ended December 31, 2017 and the related management’s discussion and analysis.

This Proxy Statement, our 2017 annual report on Form 10-K containing our consolidated financial statements for the year ended December 31, 2017, together with the auditor’s report and management discussion and analysis, and our interim reports on Form 10-Q for the period beginning after December 31, 2017 are available at www.enbridge.com, www.sedar.com and www.sec.gov or free of charge by contacting Investor Relations through our website or by email, phone or mail at:

Email: investor.relations@enbridge.com

Phone Within North America: 1.800.481.2804

Phone Outside North America: 1.403.231.3960

Mail: Enbridge Inc. Investor Relations, 200, 425 – 1st Street S.W., Calgary, Alberta, Canada T2P 3L8

In addition, the following governance documents are available on our website at www.enbridge.com or free of charge on written request to corporatesecretary@enbridge.com or by mail to Corporate Secretary, Enbridge Inc., 200, 425 – 1st Street S.W., Calgary, Alberta, Canada T2P 3L8: the Terms of Reference for the Board, the Audit, Finance & Risk Committee, the Governance Committee, the Human Resources & Compensation Committee, the Corporate Social Responsibility Committee and the Safety & Reliability Committee. Additional information relating to the company may also be found on www.sedar.com or www.sec.gov.

Principal executive offices

The mailing address of our principal executive offices is Enbridge Inc., 200, 425-1st Street S.W., Calgary, Alberta, Canada T2P 3L8.

Principal owners of common shares

As of March 12, 2018, there are 1,704,491,244 common shares issued and outstanding.

There are also 21 series of preference shares issued and outstanding. Preference shares do not have voting rights and none will be voting at the Meeting.

For information regarding the ownership of certain individuals, including directors and officers of the company, see “Security ownership of certain beneficial owners and management” on page 55. To the knowledge of the Board of Directors and of the executive officers of Enbridge, no person or company beneficially owns, or controls or directs, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to any class of voting securities of Enbridge.

Pursuant to a share and warrant subscription agreement dated August 27, 1997 among Noverco Inc. (“Noverco”), Gaz Métropolitain, inc. (now Energir Inc.) and the company, the company has agreed to use its best efforts to facilitate the maintenance of Noverco’s aggregate ownership interest in the company at approximately 10% by permitting Noverco to participate in any future offerings of Enbridge shares. Noverco is not required to maintain such ownership level, and Noverco and its affiliates currently own in the aggregate less than 3% of the issued and outstanding common shares.

Non-GAAP measures

This Proxy Statement contains reference to distributable cash flow and adjusted earnings per common share under the heading “Compensation Discussion and Analysis”. These non-GAAP measures are not measures that have standardized meanings prescribed by generally accepted accounting principles in the United States of America

 

 

Enbridge Inc. 2018 Proxy Statement    3


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(“GAAP”) and are not GAAP measures. Therefore, these measures may not be comparable to similar measures presented by other companies. Schedules reconciling these measures to their closest GAAP equivalent are available at Appendix B—“Non-GAAP reconciliations” to this Proxy Statement.

Forward-looking information

Forward-looking information, or forward-looking statements, have been included in this Proxy Statement to provide information about us and our subsidiaries and affiliates, including management’s assessment of Enbridge and its subsidiaries’ future plans and operations. This information may not be appropriate for other purposes. Forward-looking statements are typically identified by words such as ‘‘anticipate’’, ‘‘expect’’, ‘‘project’’, ‘‘estimate’’, ‘‘forecast’’, ‘‘plan’’, ‘‘intend’’, ‘‘target’’, ‘‘believe’’, “likely” and similar words suggesting future outcomes or statements regarding an outlook. Forward-looking information or statements included in this document include, but are not limited to, statements with respect to the following: the tenure of the non-executive chairman of Enbridge; future composition of the Enbridge Board of Directors or senior management of Enbridge; estimated compensation awards; expected performance of the company’s businesses; financial strength and flexibility; expected in-service dates for announced projects and projects under construction; expected future growth and expansion opportunities; expected closing of acquisitions and dispositions; expected future actions of regulators; expectations regarding commodity prices; supply forecasts; expectations regarding the impact of the Merger Transaction (as defined herein) including our combined scale, financial flexibility, growth program, future business prospects and performance; dividend payout policy; dividend growth and dividend payout expectation; and expectations resulting from the successful execution of our 2018-2020 Strategic Plan.

Although we believe these forward-looking statements are reasonable based on the information available on the date such statements are made and processes used to prepare the information, such statements are not guarantees of future performance and readers are cautioned against placing undue reliance on forward-looking statements. By their nature, these statements involve a variety of assumptions, known and unknown risks and uncertainties and other factors, which may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by such statements. Material assumptions include assumptions about the following: the expected supply of and demand for crude oil, natural gas, natural gas liquids (NGL) and renewable energy; prices of crude oil, natural gas, NGL and renewable energy; exchange rates; inflation; interest rates; availability and price of labor and construction materials; operational reliability; customer and regulatory approvals; maintenance of support and regulatory approvals for our projects; anticipated in-service dates; weather; the realization of anticipated benefits and synergies of the Merger Transaction; governmental legislation; acquisitions and the timing thereof; the success of integration plans; impact of the dividend policy on our future cash flows; credit ratings; capital project funding; expected earnings before interest, income taxes and depreciation and amortization (EBITDA); expected earnings/(loss); expected earnings/(loss) per share; expected future cash flows and estimated future dividends. Assumptions regarding the expected supply of and demand for crude oil, natural gas, NGL and renewable energy, and the prices of these commodities, are material to and underlie all forward-looking statements, as they may impact current and future levels of demand for our services. Similarly, exchange rates, inflation and interest rates impact the economies and business environments in which we operate and may impact levels of demand for our services and cost of inputs, and are therefore inherent in all forward-looking statements.

Due to the interdependencies and correlation of these macroeconomic factors, the impact of any one assumption on a forward-looking statement cannot be determined with certainty, particularly with respect to the impact of the Merger Transaction on us, expected EBITDA, earnings/(loss), earnings/(loss) per share, or estimated future dividends. The most relevant assumptions associated with forward-looking statements on announced projects and projects under construction, including estimated completion dates and expected capital expenditures, include the following: the availability and price of labor and construction materials; the effects of inflation and foreign exchange rates on labor and material costs; the effects of interest rates on borrowing costs; the impact of weather and customer, government and regulatory approvals on construction and in-service schedules and cost recovery regimes.

Our forward-looking statements are subject to risks and uncertainties pertaining to the impact of the Merger Transaction, operating performance, regulatory parameters, dividend policy, project approval and support, renewals of rights of way, weather, economic and competitive conditions, public opinion, changes in tax laws and tax rates, changes in trade agreements, exchange rates, interest rates, commodity prices, political decisions and supply of and demand for commodities, including but not limited to those risks and uncertainties discussed in this Proxy Statement and in our other filings with Canadian and United States securities regulators. The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these are interdependent and our future course of action depends on management’s assessment of all information available at the relevant time.

 

 

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Except to the extent required by applicable law, Enbridge assumes no obligation to publicly update or revise any forward-looking statements made in this Proxy Statement or otherwise, whether as a result of new information, future events or otherwise. All subsequent forward-looking statements, whether written or oral, attributable to us or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements.

Meeting information

Meeting date, time and location

May 9, 2018 at 1:30 p.m. (Mountain Daylight Time)

Kensington Room, Calgary Marriott Downtown Hotel

110-9th Avenue SE

Calgary, Alberta, Canada T2G 5A6

Delivery of Meeting materials

We are sending this Proxy Statement to the registered owners of Enbridge shares and indirectly to non-registered (beneficial) owners of Enbridge shares, including non-objecting beneficial owners, through their intermediaries. We will pay for an intermediary to deliver these materials and a voting instruction form to non-objecting beneficial owners. We are not using the Canadian “notice-and-access” provisions under National Instrument 54-101Communication with Beneficial Owners of Securities of A Reporting Issuer for the Meeting.

Meeting materials are expected to be mailed to shareholders on or about April 5, 2018.

Live audio webcast

We will be broadcasting a live audio webcast of our Meeting. Be sure to check our website closer to the Meeting date for details. We will also post a recording of the Meeting on our website after we hold it.

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.

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 12, 2018 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, either in person or by proxy. 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 is entitled to one vote for each common share held.

You must be registered to be admitted to the Meeting

Registration will take place outside of the Kensington Room at the Calgary Marriott Downtown Hotel, Calgary, Alberta, Canada, beginning at 12:30 p.m. MDT, one hour before the Meeting begins. Registered shareholders who hold their shares in their own name in the form of a share certificate or through the direct registration system (“DRS”) on the records of the transfer agent in electronic form, will be required to register with our registrar and transfer agent, AST Trust Company (Canada). Beneficial shareholders who hold their shares through a broker, bank, trustee or nominee will be required to register with Broadridge Investor Communication Corporation. All shareholders should be prepared to present valid photo identification, such as a driver’s licence, passport or other government-issued identification. Cameras and recording devices will not be permitted in the Meeting. For the safety and security of all those in attendance, all bags are subject to search and you may be required to check your bag prior to being admitted into the Meeting.

 

 

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Who is soliciting my proxy?

Management of Enbridge is soliciting your proxies in connection with this Proxy Statement 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 reappointing the auditors and authorizing the directors to set their remuneration;
  FOR electing each of the nominated directors;
  FOR the advisory vote to approve the compensation of our named executive officers (“say on pay”); and
  FOR one (1) year for the advisory vote on the frequency of 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 enclosed 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: FOR reappointing the auditors; FOR electing each of the nominated directors; FOR the advisory vote to approve the compensation of our named executive officers (“say on pay”); and FOR one (1) year for the advisory vote on the frequency of say on pay.

The enclosed form of proxy or voting instruction card 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 Proxy Statement, management is not aware of any such amendment, variation or other matter. If, however, any such amendment, variation or other matter properly comes before the Meeting, proxies will be voted at the discretion of the person or persons named on the enclosed 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

You can vote by proxy or you can attend the Meeting and vote your common shares in person.

Hold common shares as both a registered and non-registered shareholder?

If some of your common shares are registered in your name and some are held by your nominee, you will need to follow two sets of voting instructions. Please follow the instructions carefully. The voting process is different for registered and non-registered shareholders.

Registered shareholders

You are a registered shareholder if you hold your common shares in your name. You may hold your common shares in the form of a physical share certificate or through the DRS on the records of the registrar and transfer agent in electronic form. Registered shareholders have two ways to vote: by proxy; or by attending the Meeting and voting in person.

Voting by proxy

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. To do so, do not check the names of the Enbridge proxyholders on your proxy form. Instead, check the second box and print the name of the person you want to act on your behalf. If you appoint someone other than the Enbridge proxyholders, please make them aware and ensure they will attend the Meeting for the vote to count. Your proxyholder will need to register with our transfer agent, AST Trust Company (Canada), when they arrive at the Meeting.

 

 

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Registered shareholders who choose to vote by proxy can vote by e-mail, phone, mail or fax. Choose the method you prefer and then carefully follow the voting instructions on the enclosed proxy form. AST Trust Company (Canada) has informed us that Internet proxy voting will not be available.

 

Email

     Complete, sign and date your proxy form and scan and e-mail both sides to proxyvote@astfinancial.com.
Phone      Call 1.888.489.7352 from a touch-tone phone and follow the instructions. You will need your 13-digit control number found on the proxy form.
Mail      Complete, sign and date your proxy form and return it in the business-reply envelope included in your package or in an envelope addressed to AST Trust Company (Canada), Attn: Proxy Department, P.O. Box 721, Agincourt, Ontario Canada M1S 0A1.
Fax      Complete, sign and date your proxy form and fax both sides to 1.866.781.3111 (toll free in North America) or 1.416.368.2502 (from outside North America).

AST Trust Company (Canada) must receive your instructions by 1:30 p.m. MDT on May 7, 2018 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 in the Province of Alberta) prior to 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.

Voting in person

If you are a registered shareholder and want to attend the Meeting and vote in person, do not complete or return the enclosed proxy form. When you arrive at the Meeting, please let our representatives know you are a registered shareholder and they will direct you to the AST Trust Company (Canada) table to register. If you appoint a proxyholder that is not an Enbridge proxyholder, please make them aware and ensure they will attend the Meeting for the vote to count.

Changing or revoking your vote

If you are a registered shareholder, you can change a vote you made by proxy by voting again by any of the means described above. Your new instructions will revoke your earlier instructions.

In addition to any other manner permitted by law, if you are a registered shareholder and you voted by proxy, you can revoke your voting instructions as set out below.

You can revoke a vote you made by proxy by:

 

  sending us 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 8, 2018, 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;
  giving your notice to the chair of the Meeting before the start of the Meeting. If you give the chair of the Meeting your notice after the Meeting has started, your revocation will apply only to the items of business that haven’t already been voted on; or
  in any other manner permitted by law.

If your common shares are owned by a corporation, your notice must be under a corporate seal or issued by an authorized officer of the corporation or its attorney.

Registered shareholder voting question?

If you are a registered shareholder, contact our transfer agent, AST Trust Company (Canada), at 1.800.821.2794 (toll free in North America) or 1.416.682.3860 (outside North America), for any voting questions.

Non-registered shareholders

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 the AST Trust Company (Canada) in electronic form, but instead your common shares are recorded on the nominee’s electronic system.

 

 

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Beneficial shareholders have two ways to vote: by voting instructions; or by attending the Meeting and voting in person.

Voting by voting instructions

Only proxies deposited by registered shareholders can be recognized and acted upon at the Meeting.

If you are a beneficial shareholder, your nominee is considered to be the registered shareholder and you will need to follow the voting instructions provided by your nominee to ensure your Enbridge shares are voted in the manner you wish.

Each nominee has its own instructions, but you can generally vote online, by phone, mail or fax. Carefully follow the instructions on the voting information form in the package sent to you by your nominee. Your nominee needs enough time to receive your instructions and then send them to AST Trust Company (Canada), and so it is important to complete the form promptly.

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 non-binding advisory vote to approve compensation of NEOs (as defined below), the non-binding advisory vote on frequency of say-on-pay votes and on the election of directors, 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.

Voting in person

Voting in person gives you the opportunity to meet face-to-face with our management and interact with our Board.

If you are a beneficial shareholder and you want to attend the Meeting and vote in person, your nominee needs to appoint you as proxyholder. We do not have a record of the number of common shares you own or how many votes they represent because your common shares are held in a nominee account and are not registered in your name. Refer to the voting instruction form you received from your nominee and carefully follow the instructions provided. Do not indicate your voting instructions. When you arrive at the Meeting, please let our representatives know you are a beneficial shareholder and they will direct you to the Broadridge Investor Communication Corporation table to register.

Changing or revoking your vote

If you are a beneficial shareholder, contact your nominee to find out how to change or revoke your vote and the timing requirements, or for other voting questions.

Beneficial shareholder voting question?

If you are a beneficial shareholder, contact your nominee for any voting questions.

Voting deadline

To be effective, your proxy must be received by 1:30 p.m. MDT on May 7, 2018 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 in the Province of Alberta) prior to 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 or the legacy Spectra Energy Corp (“Spectra Energy”) employee savings and/or retirement plans and have purchased Enbridge shares under these plans, you have the right to provide voting directions through the use of a voting instruction form. Plan participants will receive this Proxy Statement together with a voting instruction form. 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 plan will not be voted.

If you participate in the Enbridge Employee Services, Inc. Employees’ Savings Plan or the St. Lawrence Gas Company Ltd. Employees’ Savings Plan, you have the right to provide voting directions to the applicable plan trustee

 

 

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for those Enbridge shares that are allocated to your plan account. If you elect not to provide voting directions to the applicable plan trustee, the Enbridge shares that you beneficially own under the plan will not be voted.

If you participate in the Spectra Energy Retirement Savings Plan, you have the right to provide voting directions to the plan trustee for those Enbridge shares that are allocated to your plan account. Plan participant proxies are treated confidentially. If you elect not to provide voting directions to the plan trustee, the plan trustee will vote the Enbridge shares allocated to your plan account in the same proportion as those Enbridge shares for which the plan trustee has received voting directions from other plan participants, unless the independent fiduciary for the plan’s company stock fund determines that to do so would be contrary to the Employee Retirement Income Security Act of 1974.

Because the voting instructions from plan participants must be processed so that the trustees can vote before proxy cut-off on May 7, 2018, plan participants will have an earlier voting deadline than May 7, 2018. Please refer to your 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 company’s registrar and transfer agent, AST Trust Company (Canada). Proxies will be submitted to management where they contain comments clearly intended for management or to meet legal requirements.

 

 

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Business of the Meeting

There are six items of business:

1. Financial statements

Our audited consolidated financial statements for the year ended December 31, 2017 and the report of the auditors thereon will be provided before the Meeting. You can view or download a copy of our 2017 annual report from our website (www.enbridge.com) if you did not receive a copy with this package, or you can request a copy from our Investor Relations department using the contact information noted above. The annual report is also available at www.sedar.com.

2. Appointing our auditor

PricewaterhouseCoopers LLP (“PwC”) was last appointed as our auditor at our last annual meeting of shareholders, held on May 11, 2017. If PwC is 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, 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 auditor and recommends that you vote for the reappointment of PwC as our auditor. 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’ (“CSA”) 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 US securities rules.

We are subject to Canadian securities regulations (National Instrument 52-110Audit Committees (“NI 52-110”) and National Policy 58-201Corporate Governance Guidelines (“NP 58-201”)), the US 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 US 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.

 

 

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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 such 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 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 (rounded to the nearest hundred dollars) billed by the auditors for each category of service for the financial years ended December 31, 2017 and 2016.

 

     

2017

(C$)

    

2016

(C$)

     Description of fee category
  Audit fees      16,323,000        14,856,500      Represents the aggregate fees for audit services.

  Audit-related

  fees

     3,682,700        1,457,600      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 2017 and 2016, the services provided in this category included due diligence related to prospectus offerings, purchase price allocations and other items.
  Tax fees      3,075,000        1,771,300      Represents the aggregate fees for professional services rendered by the company’s auditors for tax compliance, tax advice and tax planning.
  All other fees      174,000        376,200      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 2017 and 2016, these fees include those related to Canadian Public Accountability Board fees, French translation work and process reviews.
  Total fees      23,254,700        18,461,600       

You can find information about the roles and responsibilities of the Audit, Finance & Risk Committee beginning on page 40 of this Proxy Statement.

The Board unanimously recommends that shareholders vote FOR the reappointment of PricewaterhouseCoopers LLP as auditor of Enbridge, to hold office until the close of the next annual meeting of shareholders at such remuneration as shall be fixed by the Board of Directors.

Vote required for approval:

The appointment of PwC as Enbridge’s auditor requires an affirmative vote of the majority of the votes duly cast at the Meeting.

3. Electing our directors

Shareholders elect directors to the Board for a term of one year, until the end of the next annual meeting. The Board has fixed the number of directors to be elected at the Meeting at 12, and 12 of our 13 incumbent directors are nominated for re-election to the Board at the Meeting. Rebecca B. Roberts has chosen not to stand for re-election and will retire at the end of the Meeting.

All of the directors standing for re-election are independent, except for Al Monaco, our President & Chief Executive Officer, and Gregory L. Ebel, our non-executive Chair of the Board and the former Chairman, President and Chief Executive Officer of Spectra Energy. There is no family relationship between any of the nominated directors or executive officers.

You may vote for all 12 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 electing each of the nominated directors.

 

 

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As at the date of this Proxy Statement, the company has received no notice of any other proposed director nominees. Any such nominations would need to be made in accordance with our By-law No. 2. See “Advance Notice By-law” on page 31 of this Proxy Statement for details.

The Board unanimously recommends that shareholders vote FOR the election of each of the nominees set forth below, to hold office until the close of the next annual meeting of shareholders or until their respective successors have been elected.

Vote required for approval:

The 12 nominees receiving the highest number of FOR votes duly cast at the Meeting will be elected to the Board.

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).

 

 

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Nominees for election to the Board

Director profiles

The profiles that follow provide information about the nominated directors, including their backgrounds, experience, current directorships, securities held and the Board committees they sit on. Additional information regarding skills and experience of our directors can be found beginning on page 24.

 

 

Pamela L. Carter

 

LOGO

 

Age 68

Franklin, Tennessee, USA

 

Independent

 

Director since

February 27, 2017

 

Latest date of retirement

May 2025

 

2017 annual meeting votes in favor: 99.57%

     

 

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 held various management positions within Cummins. Prior to joining Cummins Inc., Ms. Carter served in the private practice of law 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.

 

 

   

 

Enbridge Board/Board committee memberships

 

            

 

2017 meeting attendance1

 

         
    Board of Directors2        7 out of 7      100%     
    Corporate Social Responsibility2        3 out of 3      100%     
    Governance2        3 out of 3      100%     
    Safety & Reliability2        3 out of 3      100%     
   

Total

 

 

    

3 out of 3

 

    

 

100%

 

 

 

  
   

 

Enbridge securities held3

 

                         
    Year    Enbridge shares      DSUs4        Total market value of
Enbridge shares & DSUs5
   Minimum
required6
        
   

2018

 

    

 

39,729

 

 

 

    

 

2,564

 

 

 

    

US$1,415,645

 

    

 

US$742,500

 

 

 

  
   

 

Other board/board committee memberships7

 

                         
   

 

Public7

 

                         
   

 

CSX Corporation

(public transportation company)

 

 

    

 

Director

Member of the governance committee and public affairs committee

 

 

 

        
   

 

Hewlett Packard Enterprise Company

(public technology company)

 

 

    

 

Director

Member of the audit committee and the human resources and compensation committee

 

 

 

        
   

 

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

 

 

    

 

Director

Member of the audit committee

 

 

 

        

 

 

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Clarence P. Cazalot, Jr.

 

LOGO

 

Age 67

Houston, Texas, USA

 

Independent

 

Director since

February 27, 2017

 

Latest date of retirement

May 2026

 

2017 annual meeting votes in favor: 98.36%

     

 

Mr. Cazalot is the retired Executive Chairman, President and Chief Executive Officer of Marathon Oil Corporation (Marathon) (public exploration and production company). He was Executive Chairman of Marathon from August 2013 to December 2013; Chairman from 2011 to 2013; and President, Chief Executive Officer and director from 2002 to August 2013. From 2000 to 2001, he served as Vice Chairman of USX Corporation and President of Marathon. Mr. Cazalot held various executive positions with Texaco Inc. from 1972 to 2000. He is a member of the Advisory Board of the James A. Baker III Institute for Public Policy, the Board of Visitors of the University of Texas M.D. Anderson Cancer Center, the Memorial Hermann Health Systems Board and the LSU Foundation. Mr. Cazalot holds a BS (Bachelor of Science in Geology) from Louisiana State University, Baton Rouge, an honorary PhD (Doctor of Philosophy, Humane Letters) from Louisiana State University and an honorary PhD (Doctor of Philosophy, Engineering) from Colorado School of Mines.

 

   

 

Enbridge Board/Board committee memberships

 

      

 

2017 meeting attendance1

 

      
    Board of Directors8        7 out of 7      100%    
    Audit, Finance & Risk8        4 out of 4      100%    
    Human Resources & Compensation8        5 out of 5      100%    
   

 

Total

 

 

    

 

16 out of 16

 

  

 

 

 

 

100%

 

 

 

 

   
   

 

Enbridge securities held3

 

                      
    Year    Enbridge shares      DSUs4        Total market value of
Enbridge shares & DSUs5
   Minimum
required6
     
   

2018

 

    

 

12,929

 

 

 

    

 

2,564

 

 

 

    

US$518,587

 

   US$

 

742,500

 

 

 

 
    Other board/board committee memberships7                       
   

 

Public7

 

                      
   

Baker Hughes Incorporated

(public supplier of oilfield services and products)

 

 

    

Director

Member of the governance committee

 

 

 
   

 

Not-for-profit 7

 

                      
    University of Texas M.D. Anderson Cancer Center        Member of the board of visitors      
    Rice University’s Baker Institute for Public Policy        Member of the advisory board      
    LSU Foundation        Chairperson-elect and director      
    Memorial Hermann Health Systems        Director and chair, finance committee      

 

 

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Marcel R. Coutu

 

 

LOGO

Age 64

Calgary, Alberta, Canada

 

Independent

 

Director since

July 28, 2014

 

Latest date of retirement

May 2029

 

2017 annual meeting votes in favor: 97.48%

 

 

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) and an MBA (Master of Business Administration) from the University of Western Ontario.

 

 

  Enbridge Board/Board committee memberships       2017 meeting attendance1  
 

 

Board of Directors

 

 

 

 

 

 

 

9 out of 9

 

 

 

 

 

 

 

 

 

100%

 

 

 

 

 

Audit, Finance & Risk

 

 

   

 

5 out of 5

 

 

 

   

 

100%

 

 

 

 

Governance9

 

 

   

 

3 out of 3

 

 

 

   

 

100%

 

 

 

 

Human Resources & Compensation

 

 

   

 

9 out of 9

 

 

 

   

 

100%

 

 

 

 

Total

 

 

   

 

26 out of 26

 

 

 

   

 

100%

 

 

 

  Enbridge securities held3          
 

Year

 

    

 

Enbridge shares

 

 

 

    

 

DSUs

 

4 

 

 

 

 

 

 

Total market value of
Enbridge shares and DSUs

 

 

 
5 

 

   

 

Minimum
required

 


6 

 

 

2018

 

    

 

29,400

 

 

 

    

 

11,177

 

 

 

   

 

US$1,358,206

 

 

 

   

 

US$742,500

 

 

 

  Other board/board committee memberships7  
  Public7  
 

 

Brookfield Asset Management Inc.

(public global asset management company)

 

 

 

 

 

 


 

 

Director

Member, audit committee and 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

 

 

 

 

 

Gregory L. Ebel

 

 

LOGO

Age 53

Houston, Texas, USA

 

Not Independent

 

Director since

February 27, 2017

 

Latest date of retirement

May 2032

 

2017 annual meeting votes in favor: 97.70%

 

 

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 memberships10       2017 meeting attendance1  
 

 

Board of Directors11

 

 

 

 

 

 

 

7 out of 7

 

 

 

 

 

 

 

 

 

100%

 

 

 

 

 

Total

 

 

   

 

 

 

 

   

 

 

 

 

  Enbridge securities held3          
 

Year

 

    

 

Enbridge
shares

 

 
 

 

    

 

DSUs

 

 

 

    

 

Stock
Options

 

 
12 

 

 

 

 

 

 

Total market value of
Enbridge shares

(excluding stock options

 

 

 

)5 

 

   

 

Minimum
required

 

 
 

 

 

2018

 

    

 

628,286

 

 

 

    

 

5,402

 

 

 

    

 

405,408

 

 

 

   

 

US$21,211,004

 

 

 

   

 

US$742,500

 

 

 

  Other board/board committee memberships7          
 

 

Public7

 

 

 

 

The Mosaic Company

(public producer and marketer of concentrated phosphate and potash)

 

 

 

 

 

 


 

Director

Member, audit committee

Chair, corporate governance and
nominating committee

 

 

 

 
 

                                              

 

 

Enbridge Inc. 2018 Proxy Statement    15


Table of Contents

 

J. Herb England

 

LOGO

 

Age 71

Naples, Florida, USA

 

Independent

 

Director since

January 1, 2007

 

Latest date of retirement

May 2022

 

2017 annual meeting votes in favor: 98.50%

 

 

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

 

 

  

 

 

 

 

2017 meeting attendance1

 

 

 

 

 

 

Board of Directors

 

 

  

 

 

 

 

9 out of 9

 

 

 

 

  

 

 

 

 

100%

 

 

 

 

 

 

Audit, Finance & Risk (chair)

 

 

  

 

 

 

 

 

 

5 out of 5

 

 

 

 

 

  

 

 

 

 

 

 

100%

 

 

 

 

 

 

 

Total

 

 

  

 

 

 

 

14 out of 14

 

 

 

 

  

 

 

 

 

100%

 

 

 

 

  Enbridge securities held3  
  Year      Enbridge shares        DSUs4       
Total market value of
Enbridge shares and DSUs5
 
 
    
Minimum
required6
 
 
 

 

2018

 

  

 

 

 

 

17,493

 

 

 

 

  

 

 

 

 

63,633

 

 

 

 

  

 

 

 

 

US$2,715,475

 

 

 

 

  

 

 

 

 

US$742,500

 

 

 

 

 

 

Other board/board committee memberships7

 

 

 

Public7

 

 

 

 

Enbridge Energy Management, L.L.C.

(public management company that manages the business of Enbridge Energy Partners, L.P.(EEP), a public master limited partnership in which Enbridge holds an interest; Enbridge indirectly holds 100% of the unlisted voting shares)

 

 

 

  

 

 

 

Director

Chair, audit, finance & risk committee

 

 

 

 

 

FuelCell Energy, Inc.

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

 

 

  

 

 


 

 

Director

Member, audit & finance committee

Chair, compensation committee and nominating and
governance committee

 

 

 

 

 
 

 

 

 

Private7

 

 

 

 

Enbridge Energy Company, Inc.
(private company that is an indirect, wholly-owned subsidiary of Enbridge and general partner of EEP)

 

 

  

 

 

 

Director

Chair, audit committee

 

 

 

 

 

Stahlman-England Irrigation Inc.

(private contracting company)

 

 

 

  

 

 

 

 

Chair, board of directors

Chief executive officer

 

 

 

 

 

 

 

USA Grading Inc.

(private excavating and grading and underground utilities company)

 

 

 

  

 

 

 

Director

 

 

 

 

Enbridge Inc. 2018 Proxy Statement    16


Table of Contents

 

Charles W. Fischer

 

LOGO

 

Age 67

Calgary, Alberta, Canada

 

Independent

 

Director since

July 28, 2009

 

Latest date of retirement

May 2025

 

2017 annual meeting votes in favor: 99.57%

 

 

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

 

 

 

 

 

 

 

2017 meeting attendance1

 

 

 

 

 

 

Board of Directors

 

 

 

 

 

 

 

9 out of 9

 

 

 

 

 

 

 

 

 

100%

 

 

 

 

 

Audit, Finance & Risk

 

 

   

 

5 out of 5

 

 

 

   

 

100%

 

 

 

 

Corporate Social Responsibility13

 

 

   

 

3 out of 3

 

 

 

   

 

100%

 

 

 

 

Safety & Reliability (chair)

 

 

   

 

4 out of 4

 

 

 

   

 

100%

 

 

 

 

Total

 

 

   

 

21 out of 21

 

 

 

   

 

100%

 

 

 

 

 

Enbridge securities held3

 

 

               
 

Year

 

    

 

Enbridge shares

 

 

 

    

 

DSUs

 

4 

 

 

 

 

 

 

Total market value of
Enbridge shares and DSUs

 

 

 
5 

 

 

 

 

 

 

Minimum
required

 

 

 
6 

 

 

2018

 

    

 

11,250

 

 

 

    

 

29,109

 

 

 

   

 

US$1,350,909

 

 

 

   

 

US$742,500

 

 

 

 

 

Other public board/board committee memberships7

 

 

       
 

 

         
           
           
                                     

 

V. Maureen Kempston Darkes

 

 

LOGO

 

Age 69

Toronto, Ontario, Canada

Lauderdale-by-the-Sea, Florida, USA

 

Independent

 

Director since

November 2, 2010

 

Latest date of retirement

May 2024

 

2017 annual meeting votes in favor: 96.16%

  

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.

 

   Enbridge Board/Board committee memberships        2017 meeting attendance1       
   Board of Directors        9 out of 9        100%    
   Corporate Social Responsibility (chair)        4 out of 4        100%    
   Human Resources & Compensation        9 out of 9        100%    
   Safety & Reliability        4 out of 4        100%    
   Total        26 out of 26        100%    
   Enbridge securities held3                 
   Year    Enbridge shares        DSUs4        Total market value of
Enbridge shares and DSUs5
    

Minimum

required6

     
   2018      21,366          25,467        US$1,567,609      US$ 742,500    
   Other board/board committee memberships7,14                 
   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

Chair, environment, safety & security committee

Member, audit committee, corporate governance and nominating committee, finance committee and strategic planning committee

 

 

 

   
  

Schlumberger Limited

(public supplier of technology, integrated project management and information solutions in oil and gas industry)

 

 

    

Director

Chair, audit committee

Member, finance committee

 

 

 

   

 

 

Enbridge Inc. 2018 Proxy Statement    17


Table of Contents

Michael McShane

 

 

LOGO

 

Age 63

Kingwood, Texas, USA

 

Independent

 

Director since

February 27, 2017

 

Latest date of retirement

May 2029

 

2017 annual meeting votes in favor: 99.45%

  

Mr. McShane served as a director and as President and Chief Executive Officer of Grant Prideco, Inc. (supplier of drill pipe and drill stem accessories) from June 2002 and assumed the role of Chairman of the Board of Grant Prideco beginning in May 2004. Mr. McShane retired from Grant Prideco following its acquisition by National Oilwell Varco, Inc. in April 2008. Prior to joining Grant Prideco, Mr. McShane was Senior Vice President-Finance and Chief Financial Officer and director of BJ Services Company LLC beginning in 1990. Mr. McShane serves as an Advisor to Advent International Corporation, a global private equity firm. Mr. McShane also serves as an advisor to TPH Asset Management, LLC. Mr. McShane holds a BBA (Bachelor of Business Administration) from the University of Texas and has a Chartered Professional Accountant designation.

 

   Enbridge Board/Board committee memberships        2017 meeting attendance1       
   Board of Directors15        7 out of 7        100%    
   Audit, Finance & Risk15        4 out of 4        100%    
   Safety & Reliability15        3 out of 3        100%    
   Total        14 out of 14        100%    
   Enbridge securities held3                 
   Year    Enbridge shares        DSUs4        Total market value of
Enbridge shares & DSUs5
    

Minimum

required6

     
   2018      32,068          2,564        US$1,159,213      US$ 742,500    
   Other board/board committee memberships7                 
   Public7                 
  

Superior Energy Services, Inc.

(public oilfield services company)

 

 

    

Director

Member of the audit committee and the compensation committee

 

 

   
  

Oasis Petroleum, Inc.

(public oil and natural gas exploration and production company)

 

 

    

Lead Director

Chair of the audit committee and member of the compensation committee

 

 

   
  

Forum Energy Technologies

(public oilfield products company)

 

 

    

Lead Director

Member, compensation committee

 

 

   
    

NCS Multistage Holdings, Inc.

(public technology and services company)

 

 

    

Chairman of the Board

Member, compensation, nominating and corporate governance committee

 

 

   

 

Al Monaco

 

 

LOGO

 

Age 58

Calgary, Alberta, Canada

 

Not Independent

 

Director since

February 27, 2012

 

Latest date of retirement

May 2027

 

2017 annual meeting votes in favor: 96.65%

  

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 has served as President of Enbridge since February 27, 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 memberships16        2017 meeting attendance1       
   Board of Directors        9 out of 9        100%    
   Enbridge securities held3                 
   Year    Enbridge shares        Stock
Options
      

Total market value of
Enbridge shares

(excluding stock
options)5

    

Minimum

required17

     
   2018      504,907          3,786,380        US$16,900,406           
   Other board/board committee memberships7                 
   Private7                 
  

DCP Midstream, LLC

(a private 50/50 joint venture between Spectra Energy 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      
  

C.D. Howe Institute

(not-for-profit public policy institute)

 

 

     Director      
    

Business Council of Canada

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

 

 

     Member      

 

 

Enbridge Inc. 2018 Proxy Statement    18


Table of Contents

Michael E.J. Phelps

 

LOGO

 

Age 70

West Vancouver, BC, Canada

 

Independent

 

Director since

February 27, 2017

 

Latest date of retirement

May 2023

 

2017 annual meeting votes

in favor: 98.29%

  

Mr. Phelps is Chairman and founder of Dornoch Capital Inc., a private investment company. From January 1988 to 2002, he served as President and Chief Executive Officer, and subsequently as Chairman and Chief Executive Officer, of Westcoast Energy Inc., based in Vancouver, B.C. In 2001, Mr. Phelps was appointed as an Officer to the Order of Canada. In 2003, the Canadian government appointed Mr. Phelps as Chairman of the Wise Persons’ Committee, a panel developed to review Canada’s system of securities regulation. Mr. Phelps holds a BA (Bachelor of Arts) and LLB (Bachelor of Laws) from the University of Manitoba and an LLM (Master of Laws) from the London School of Economics.

 

 

   Enbridge Board/Board committee memberships        2017 meeting attendance1  
   Board of Directors18        6 out of 7          86%  
   Corporate Social Responsibility18        3 out of 3          100%  
   Governance18        3 out of 3          100%  
   Human Resources & Compensation18        5 out of 5          100%  
   Total        17 out of 18          94%  
   Enbridge securities held3           
   Year      Enbridge shares          DSUs4      Total market value of Enbridge shares & DSUs5           
Minimum
required6
 
 
   2018      55,645          995      US$1,895,872          US$742,500  
   Other board/board committee memberships7           
   Public7  
  

Marathon Oil Corporation

(public exploration and production company)

 

 

   Director

Member, audit and finance committee and corporate governance and nominating committee

Chair, health, environmental, safety and corporate responsibility committee

 

   

   

 

Dan C. Tutcher

 

LOGO

 

Age 69

Houston, Texas, USA

 

Independent

 

Director since

May 3, 2006

 

Latest date of retirement

May 2024

 

2017 annual meeting votes

in favor: 98.29%

 

  

Mr. Tutcher has been President, Chief Executive Officer & Chair of the Board of Trustees of Center Coast MLP & Infrastructure Fund since 2013. Since its inception in 2007, Mr. Tutcher has also been a Principal in Center Coast Capital Advisors L.P. (investment adviser). He was the Group Vice President, Transportation South of Enbridge, as well as President of Enbridge Energy Company, Inc. (general partner of Enbridge Energy Partners, L.P. and an indirect, wholly-owned subsidiary of Enbridge) and Enbridge Energy Management, L.L.C. (public management company in which Enbridge holds 100% of the unlisted voting shares) from May 2001 until retirement on 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        2017 meeting attendance1  
   Board of Directors        9 out of 9          100%  
   Corporate Social Responsibility        4 out of 4          100%  
   Governance (chair)        4 out of 4          100%  
   Safety & Reliability        4 out of 4          100%  
   Total        21 out of 21          100%  
   Enbridge securities held3           
   Year      Enbridge shares          DSUs4      Total market value of Enbridge shares & DSUs5           
Minimum
required6
 
 
   2018      643,342          92,302      US$24,623,707          US$742,500  
   Other board/board committee memberships7           
   Public7  
  

 

      

 

 

Enbridge Inc. 2018 Proxy Statement    19


Table of Contents

Catherine L. Williams

 

LOGO

 

Age 67

Calgary, Alberta, Canada

 

Independent

 

Director since

November 1, 2007

 

Latest date of retirement

May 2026

 

2017 annual meeting votes in favor: 98.37%

  

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).

 

   Enbridge Board/Board committee memberships        2017 meeting attendance1       
   Board of Directors        8 out of 9        89%    
   Audit, Finance & Risk        5 out of 5        100%    
   Human Resources & Compensation (chair)        9 out of 9        100%    
   Total        22 out of 23        96%    
   Enbridge securities held3                 
   Year    Enbridge shares        DSUs4        Total market value of
Enbridge shares & DSUs5
     Minimum
required6
     
   2018      47,106          37,892        US$2,845,080      US$ 742,500    
   Other board/board committee memberships7                 
   Public7                 
  

Vermilion Energy Inc.

(public oil and gas company)

 

 

    

Director

Chair, audit committee

Member, governance and human resources committee

 

 

 

 
                                              

 

1. Percentages are rounded to the nearest whole number.
2. Ms. Carter was appointed to the Board and to the Corporate Social Responsibility Committee, the Governance Committee and the Safety & Reliability Committee effective February 27, 2017.
3. Information about beneficial ownership and about securities controlled or directed by our proposed directors is provided by the nominees and is as at March 12, 2018. For information on ownership of Enbridge subsidiaries, please refer to “Security ownership of certain beneficial owners and management” on page 55.
4. DSUs refer to deferred share units and are defined on page 50 of this Proxy Statement.
5. Total market value = number of common shares or deferred share units × closing price of Enbridge shares on the Toronto Stock Exchange (“TSX”) of C$41.94 on March 12, 2018. Amounts are converted to US$ using C$1 = US$0.7981, the published WM/Reuters 4 pm London exchange rate for December 29, 2017, and then 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. All director nominees meet or exceed this requirement, other than Mr. Cazalot, who has until February 27, 2022 to meet this requirement.
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. Cazalot was appointed to the Board and to the Audit, Finance & Risk Committee and the Human Resources & Compensation Committee effective February 27, 2017.
9. Mr. Coutu was appointed to the Governance Committee effective February 27, 2017.
10. Mr. Ebel is not a member of any Board committee, but as Chair of the Board, he attends and participates in most of their meetings.
11. Mr. Ebel was appointed to the Board and Chair of the Board effective February 27, 2017.
12. 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 29). See “Interest of Informed Persons in material transactions / transactions with related persons” on page 29. No new Enbridge stock options were granted to Mr. Ebel in his capacity as a Director of Enbridge or Chair of the Enbridge Board.
13. Mr. Fischer was appointed to the Corporate Social Responsibility Committee effective February 27, 2017.
14. 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 US 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.

 

 

Enbridge Inc. 2018 Proxy Statement    20


Table of Contents
15. Mr. McShane was appointed to the Board and to the Audit, Finance & Risk Committee and the Safety & Reliability Committee effective February 27, 2017.
16. Mr. Monaco is not a member of any Board committee. As President & Chief Executive Officer, he attends Board committee meetings at the request of such committees.
17. As President & Chief Executive Officer, Mr. Monaco is required to hold Enbridge shares equal to six times his base salary (see page 81). Mr. Monaco is not required to hold Enbridge shares as a director.
18. Mr. Phelps was appointed to the Board and to the Corporate Social Responsibility Committee, Governance Committee and Human Resources & Compensation Committee effective February 27, 2017.

Retiring director

Rebecca B. Roberts will retire from the Board at the end of the Meeting. Ms. Roberts is 65 and has been a director of Enbridge since March 15, 2015. Ms. Roberts was President of Chevron Pipe Line Company (pipeline company) from 2006 to 2011 where she was responsible for Chevron’s US network of pipelines transporting crude oil, natural gas and petroleum products and for supporting pipeline development projects worldwide. From 2003 to 2006, she was President of Chevron Global Power Generation which owned and operated assets in the US and Asia and provided technical support globally. She held various other management and technical positions with Chevron, its predecessors and its subsidiaries from 1974 to 2003. Ms. Roberts holds a BSc (Bachelor of Science) in Chemistry from McNeese State University. Ms. Roberts’ other public company board and committee memberships are as follows:

 

MSA Safety Incorporated

(public development, manufacture and supplier of safety products)

   Director

Chair, compensation committee Member, nominating
and corporate governance committee

Black Hills Corporation

(public diversified energy company whose regulated and non-regulated businesses generate wholesale electricity and produce natural gas, oil and coal)

   Director

Chair, governance committee

Member, compensation committee

Director independence

 

Director    Independent    Non-Independent    Reason for non-independence  
Pamela L. Carter                 
Clarence P. Cazalot, Jr.                 
Marcel R. Coutu                 
Gregory L. Ebel             

Former Chairman, President and Chief Executive
Officer of Spectra Energy and a non-executive  Spectra
employee until April 15, 2017
 
 
 
J. Herb England         
Charles W. Fischer                 
V. Maureen Kempston Darkes                 
Michael McShane                 
Al Monaco              President & Chief Executive Officer of the company  
Michael E.J. Phelps                 
Rebecca B. Roberts                 
Dan C. Tutcher                 
Catherine L. Williams                 

 

 

Enbridge Inc. 2018 Proxy Statement    21


Table of Contents

Board committee participation

 

Director    Audit, Finance
& Risk
Committee
   Corporate
Social
Responsibility
Committee
   Governance
Committee
   Human
Resources &
Compensation
Committee
   Safety &
Reliability
Committee
Management directors – not independent                         
Gregory L. Ebel1                         
Al Monaco1                         
Outside directors – independent                         
Pamela L. Carter2                   
Clarence P. Cazalot, Jr. 3                     
Marcel R. Coutu4,5                   
J. Herb England4    committee chair                    
Charles W. Fischer6                    committee chair
V. Maureen Kempston Darkes         committee chair           
Michael McShane4,7                     
Michael E.J. Phelps8                   
Rebecca B. Roberts                     
Dan C. Tutcher            committee chair        
Catherine L. Williams4                 committee chair     

 

1. Messrs. Ebel and Monaco are not members of any of the committees of the Board. They attend most of the committee meetings in their capacities as Chair of the Board and President & Chief Executive Officer, respectively.
2. Ms. Carter was appointed to the Corporate Social Responsibility Committee, the Governance Committee and the Safety & Reliability Committee effective February 27, 2017.
3. Mr. Cazalot was appointed to the Audit, Finance & Risk Committee and the Human Resources & Compensation Committee effective February 27, 2017.
4. Ms. Williams and Messrs. Coutu, England and McShane each qualify as an audit committee financial expert, as defined under the US 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 52-110 Audit Committees (“NI 52-110”) and the rules of the New York Stock Exchange (“NYSE).
5. Mr. Coutu was appointed to the Governance Committee effective February 27, 2017.
6. Mr. Fischer was appointed to the Corporate Social Responsibility Committee effective February 27, 2017.
7. Mr. McShane was appointed to the Audit, Finance & Risk Committee and the Safety & Reliability Committee effective February 27, 2017.
8. Mr. Phelps was appointed to the Corporate Social Responsibility Committee, Governance Committee and Human Resources & Compensation Committee effective February 27, 2017.

Board and Board committee meetings in 2017

 

Board/committee    Total number of
meetings
     In camera sessions      Overall
attendance
 
Board      9        8        98%  
Audit, Finance & Risk Committee      5        5        100%  
Corporate Social Responsibility Committee      4        4        100%  
Governance Committee      4        4        100%  
Human Resources & Compensation Committee      9        9        100%  
Safety & Reliability Committee      4        4        100%  
Total      35        34        100%  

 

 

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Director attendance in 2017

 

                      Board committee meetings  
   Board of
Directors
meetings
(9 meetings)
     Audit,
Finance &
Risk
(5 me
etings)
     Corporate
Social
Responsibility
(4 meetings)
     Governance
(4 meetings)
     Human
Resources &
Compensation
(9 meetings)
     Safety&
Reliability
(4 meetings)
 
      Number      %      Number      %      Number      %      Number      %      Number      %      Number      %  
Pamela L. Carter1      7        100                      3        100        3        100                      3        100  
Clarence P. Cazalot, Jr. 1      7        100        4        100                                    5        100                
Marcel R. Coutu      9        100        5        100                      3        100        9        100                
Gregory L. Ebel1      7        100                                                                        
J. Herb England      9        100        5        100                                                          
Charles W. Fischer      9        100        5        100        3        100                                    4        100  
V. Maureen Kempston Darkes      9        100                      4        100                      9        100        4        100  
Michael McShane1      7        100        4        100                                                  3        100  
Al Monaco2      9        100                                                                        
Michael E.J. Phelps1      6        86                      3        100        3        100        5        100                
Rebecca B. Roberts      9        100                                    4        100        9        100        4        100  
Dan C. Tutcher      9        100                      4        100        4        100                      4        100  
Catherine L. Williams      8        89        5        100                                    9        100                

 

1. Ms. Carter and Messrs. Cazalot, Ebel, McShane and Phelps were appointed to the Board effective February 27, 2017, upon the closing of the Merger Transaction.
2. Mr. Monaco is not a member of any Board committee. As a director and President & Chief Executive Officer, he attends Board committee meetings at the request of such committees.

All directors attended the 2017 annual meeting of shareholders.

Director tenure

The graph and table below show the director tenure of the directors. The average tenure of our directors is approximately 5.1 years. The average tenure of the nominee directors is approximately 5.3 years. For further information on our guidelines for director retirement and the latest date of retirement of each director, please refer to “Identifying new candidates” on page 38 and the “Director profiles” beginning on page 13 of this Proxy Statement.

 

 

LOGO

 

 

Enbridge Inc. 2018 Proxy Statement    23

Age Tenure on Enbridge Board (years of service) Director Under 60 60-69 70-75 0-5 5-10 10-15 Pamela L. Carter Clarence P. Cazalot, Jr. Marcel R. Coutu Gregory L. Ebel J. Herb England Charles W. Fischer V. Maureen Kempston Darkes Michael McShane Al Monaco Michael E.J. Phelps Rebecca B. Roberts Dan C. Tutcher Catherine L. Williams Total in each Age and Tenure Category 2 9 2 7 3 3


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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   Cazalot, Jr.   Coutu   Ebel   England   Fischer  

Kempston

Darkes

  McShane   Monaco   Phelps   Roberts   Tutcher   Williams
    Managing and Leading Strategy and Growth                          
    International                          
    CEO / 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, Environmental and Social Responsibility                          
    Public Policy and Government and Stakeholder Relations                          
    Emerging Sectors / Growth Opportunities                          

Diversity

For information on diversity on our Board, please see “Diversity” beginning on page 39.

Compensation committee interlocks and insider participation

The table below sets out the board interlocks in 2017. 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.    audit committee and management, resources and compensation committee
  V. Maureen Kempston Darkes         management, resources and compensation committee and chair, risk management committee

4. Advisory vote to approve compensation of named executive officers

In accordance with the Exchange Act of 1934 (the “Exchange Act”) and a related US SEC rule, we are providing shareholders with the opportunity to vote for or against, on a non-binding advisory basis, the compensation of our Named Executive Officers (“NEOs”) as disclosed in this Proxy Statement, 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 NEOs, 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 Proxy Statement. 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.

 

 

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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      2017      2016      2015  
  Votes for        95.94      95.82      95.87

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 unanimously recommends that shareholders vote FOR the advisory vote on say on pay.

Resolve, on an advisory basis, that the shareholders approve the compensation of the Named Executive Officers of Enbridge as disclosed in Enbridge’s Proxy Statement (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and the narrative disclosures that accompany the compensation tables) delivered in advance of the 2018 annual meeting of shareholders in accordance with the compensation disclosure rules of the SEC and the Canadian securities regulatory authorities.

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 resolution on say on pay requires an affirmative vote of the majority of the votes duly cast at the Meeting.

5. Advisory vote on frequency of say on pay

Section 14A of the Exchange Act requires that we provide our shareholders with the opportunity to vote on a non-binding advisory resolution to determine whether the advisory shareholder vote on the compensation of our NEOs (the say on pay vote) will occur every one, two, or three years.

The proxy card provides shareholders with four choices (every ONE (1) YEAR, TWO (2) YEARS, THREE (3) YEARS or ABSTAIN). Shareholders are not voting to approve or disapprove the Board’s recommendation. The Board values continuing feedback from our shareholders on executive compensation and other important corporate governance topics and believes that an annual vote fosters communication between our shareholders and the Board and offers a mechanism for our stockholders to provide ongoing input on executive compensation practices and policies. After careful consideration of the various arguments supporting each frequency level, the Board has determined that an annual say on pay vote is appropriate for the company and its shareholders at this time. The Board further believes that an annual vote makes the most sense for the company because the Human Resources & Compensation Committee evaluates and determines the compensation of our named executive officers on an annual basis.

As this is an advisory vote, the results will not be binding upon the Board. The outcome of this vote will not require the Board or the Human Resources & Compensation Committee to take any action regarding the frequency of future say on pay votes. However, the Board and the Human Resources & Compensation Committee value the opinions of the shareholders and will take into consideration the outcome of the vote when considering the frequency of future say on pay votes.

The Board of Directors unanimously recommends that shareholders vote FOR an advisory vote every ONE (1) YEAR.

Vote required for approval:

In order to be approved, the advisory resolution providing for an annual frequency of say on pay votes requires an affirmative vote of a plurality of the votes duly cast at the Meeting with respect to such frequency.

Shareholder proposals

We did not receive any shareholder proposals to be included in the Proxy Statement.

Proposals for the 2019 meeting

Enbridge is subject to both the rules of the SEC under the Exchange Act and the provisions of the Canada Business Corporations Act with respect to shareholder proposals. As clearly indicated under the Canada Business Corporations Act and the rules of the SEC under the Exchange Act, simply submitting a shareholder proposal does not guarantee its inclusion in the proxy materials.

 

 

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Shareholder proposals submitted pursuant to the rules of the SEC under the Exchange Act for inclusion in the company’s proxy materials for its annual meeting of shareholders to be held in 2019 (the “2019 meeting”), must be received no later than November 28, 2018. Such proposals must also comply with all applicable provisions of Exchange Act Rule 14a-8.

Shareholder proposals submitted pursuant to applicable provisions of the Canada Business Corporations Act that a shareholder intends to present at the 2019 meeting and wishes to be considered for inclusion in Enbridge’s proxy statement and proxy form for the 2019 meeting must be received no later than December 5, 2018. Such proposals must also comply with all applicable provisions of the Canada Business Corporations Act and the regulations thereunder. The 2019 meeting is expected to be held in May 2019 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 deadlines indicated above.

As described 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 31 of this Proxy Statement for details.

Other business

As of the date of this Proxy Statement, 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.

 

 

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Statement of corporate governance

Regulations, rules and standards

Effective January 1, 2018, Enbridge is no longer considered a “foreign private issuer” pursuant to applicable US securities laws. Accordingly, Enbridge is subject to corporate governance requirements applicable to US domestic issuers and applicable Canadian corporate governance requirements, as well as the governance and disclosure requirements of the TSX and the NYSE.

We have a comprehensive system of stewardship and accountability that meets applicable Canadian and US 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; item 407 of Regulation S-K of the SEC 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 Code of 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. Important elements of our strong corporate governance include:

 

  annual election of directors;
  individual election of directors (not by slate);
  no dual class share structure;
  majority voting policy;
  majority of independent directors (11 out of 13);
  separate Chair and CEO;
  Board diversity policy;
  four women directors out of 13 (31%);
  independent Audit, Finance & Risk Committee, Human Resources & Compensation Committee, Governance Committee, Safety & Reliability Committee and Corporate Social Responsibility Committee;
  more than half the Board with fewer than five years tenure (7 out of 13);
  regular executive sessions of non-management directors;
  risk oversight by Board and committees;
  annual Board, committee and director self evaluations;
  written position descriptions for the Chair, CEO and committee chairs;
  code of business conduct and ethics (Statement on Business Conduct);
  whistle blower policy;
  Advance Notice By-Law (By-law No. 2);
  shareholder rights plan (approved by shareholders in 2017);
  annual advisory vote on executive compensation (since 2011);
  Corporate Governance Principles and Guidelines;
  share ownership requirements for directors and executives;
  anti-hedging policy;
  political contributions policy;
  corporate social responsibility and sustainability reporting;
  active shareholder engagement;

 

 

Enbridge Inc. 2018 Proxy Statement    27


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  executive compensation driven by pay-for-performance philosophy; and
  incentive compensation clawback policy.

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”);
  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 & Chief Executive Officer;
  Whistle Blower Policy; and
  Incentive Compensation Clawback 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 and employees, 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, 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.

On the commencement of employment with Enbridge and annually thereafter, all Enbridge employees are required to complete a Statement on Business Conduct training and certify compliance with the Statement on Business Conduct. Additionally, employees are also required to disclose any actual or potential conflicts of interest.

Directors must also certify that they agree with the Statement on Business Conduct and will comply with it, both when they join our Board and every year they serve as a director.

All employees active in the company’s human resources information systems were required to complete an online Statement on Business Conduct training course. In order to obtain credit for completing the course, understanding some employees were subject to Spectra Energy’s Code of Business Ethics from January 1, 2017 to September 28, 2017, and the Statement on Business Conduct from September 29, 2017 to December 31, 2017, employees were asked to certify their compliance with the applicable code(s) of conduct. As of the date of this Proxy Statement, 99.2% of these Enbridge employees had certified compliance. All 13 directors on the Board have also certified their compliance with the Statement on Business Conduct for the year ended December 31, 2017.

Building awareness

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

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

 

 

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

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;
  not participate in any discussions on the matter; 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 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 Chief Executive Officer. 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 2017, neither the Chief Executive Officer 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 Chief Executive Officer) 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 the following payments and benefits which, except as indicated below, were paid in 2017:

 

  a lump sum cash payment of US$366,950, representing the pro rata portion of Mr. Ebel’s target annual cash incentive compensation opportunity for 2017;
  a lump sum cash payment of US$7,305,638, representing cash severance equal to three times the sum of Mr. Ebel’s annual base salary and target annual cash incentive opportunity in effect immediately prior to the qualifying termination;
  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 2017 valued at US$14,010);
  a lump sum cash payment of US$837,876 representing the amounts Spectra Energy would have allocated or contributed to Mr. Ebel’s tax-qualified and nonqualified defined benefit pension plan and defined contribution savings plan accounts during the two years following the date of termination;

 

 

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  an estimated US$1,752,591 in respect of the additional benefits that will become payable to Mr. Ebel under the Spectra Energy Supplemental Executive Retirement Plan in connection with the change in control when Mr. Ebel elects to receive a distribution from the Supplemental Executive Retirement Plan; and
  a lump sum payment of US$30,000 for outplacement assistance purposes.

In addition to the foregoing, 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. See “Assumed equity-based compensation awards from Spectra Energy” beginning on page 103 for more information. The Spectra Energy equity awards held by Mr. Ebel that vested in connection with his qualifying termination of employment, were assumed by Enbridge in connection with the closing of the Merger Transaction. Set forth below are the approximate values of each type of unvested Spectra Energy equity award, including any tandem dividend equivalents subject thereto, that vested and were paid to Mr. Ebel in 2017.

Such values are based on a price per Enbridge common share of (1) US$42.26, the closing price per Enbridge common share on the NYSE on April 14, 2017, for the Spectra Energy options (which was the closest trading day to the date on which such Spectra Energy options vested based on a qualifying termination from employment), less the applicable exercise price in the case of unvested options; (2) US$41.49, the closing price per Enbridge common share on the NYSE on October 13, 2017 for the Spectra Energy phantom units and 2016 Spectra Energy PSUs (which was the closest trading day to the date on which such awards became payable following the requisite 6-month delay required by US Internal Revenue Code Section 409A for specified employees where the payment triggering event is a separation from service); and (3) US$38.46, the closing price per Enbridge common share on the NYSE on October 31, 2017, for the Spectra Energy other awards (which, in accordance with the valuation methodology set forth in the relevant plan, is the last business day of the month preceding the month in which payment was made; there was a requisite payment delay following separation from service as required by US Internal Revenue Code Section 409A for specified employees).

 

  Spectra Energy

  options

    

Spectra Energy

phantom units

       2016 Spectra
Energy PSUs
      

Spectra Energy

other awards

       Total  
  US$3,618,955      US$ 7,941,389        US$ 8,660,863        US$ 464,764        US$ 20,685,971  

Insider trading prohibited

Our insider trading and reporting guidelines, which were most recently revised in February 2018, 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 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.

 

 

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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 and Conduct Hotline (“Hotline”), which allows for the submission of confidential and anonymous reports through a toll-free telephone number and a web-based reporting system. The Hotline is administered by an independent third-party service provider. Copies of all reports received through the Hotline 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 April 9, 2018, 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 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 2019 annual meeting of shareholders is expected to be held on or about May 8, 2019 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

 

 

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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 & Chief Executive Officer 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 the 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 & Chief Executive Officer and executive management create a culture of integrity, safety and respect throughout the company;
  develops the company’s approach to corporate governance, including our Corporate Governance Principles and Guidelines; and
  oversight over 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.

The Board’s responsibilities are described in the terms of reference for the Board, which are attached at Appendix A to this Proxy Statement. These terms of reference are 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 & Chief Executive Officer 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 & Chief Executive Officer. The terms of reference for the President & Chief Executive Officer are available on our website (www.enbridge.com).

The role of the non-executive chair of the Board

Pursuant to Section 21 of General By-law No. 1 (as amended effective upon the closing of the Merger Transaction, “Amended By-Law No. 1”), Gregory L. Ebel shall serve as non-executive chair of the Board from the effective date of Amended By-law No. 1 until the termination of the annual general meeting of Enbridge shareholders during the 2020 calendar year (the “Specified Chair Period”). During the Specified Chair Period, any removal of Mr. Ebel from such

 

 

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position or any modification of the duties and reporting relationships of such position will require the affirmative vote of at least 75% of the entire Board. In the event that Mr. Ebel is unable or unwilling to continue in such office during the Specified Chair Period, the vacancy created thereby will be filled only by an individual who is also a Continuing Spectra Director (as defined in Amended By-Law No. 1) unless otherwise approved by the affirmative vote of at least 75% of the entire Board. The Board shall nominate Mr. Ebel as a director of Enbridge and the Board and Enbridge shall use their best efforts to obtain the election as a director of Mr. Ebel by the Enbridge shareholders at each meeting of the Enbridge shareholders called to consider the election of directors prior to the 2020 annual general meeting.

Section 45 of Amended By-law No. 1 provides the duties of the non-executive chair of the Board, and these are also contained in the Terms of Reference for the Chair of the Board, available on our website (www.enbridge.com). The non-executive chair of the Board has the responsibility:

 

  to act as a regular sounding board, counselor and confidant for the Chief Executive Officer of Enbridge, including helping to review strategies and define issues;
  to act as a liaison between the Board and the Chief Executive Officer to ensure he or she is aware, on an ongoing basis, of any concerns or suggestions the board may have in furtherance of ensuring that the best interest of Enbridge and its stakeholders are observed;
  to lead the Board in evaluating, on an annual and ongoing basis, the performance of the Chief Executive Officer, levels of executive compensation and the implementation of effective chief executive officer and executive management succession and development plans;
  to work closely with the Chief Executive Officer to ensure that management strategies, plans and performance matters are presented, as necessary, to the Board;
  to ensure that the Board governs Enbridge’s businesses and affairs;
  to oversee Enbridge’s Board’s discharge of its duties imposed by law and to ensure that the Board is alert to its obligations to Enbridge and its stakeholders;
  to provide leadership to the Board and to assist the Board in reviewing and monitoring the goals, strategies, policies and directions of Enbridge;
  to communicate with the Board to keep it up to date on all major developments including timely discussion of potential developments of relevance to Enbridge;
  to ensure the Board has sufficient information to permit it to properly make major decisions when such decisions are required;
  to establish the frequency of meetings of the Board and to review such frequency from time to time, as considered appropriate or as requested by the Board, and to work with committee chairs to ensure that relevant matters are being properly addressed by the appropriate committees;
  to chair meetings of the Board and meetings of the Enbridge shareholders;
  to recommend the committees of the Board and their composition, to review the need for, and the performance and suitability of, those committees and to recommend such adjustments as are deemed necessary from time to time, all in conjunction with the Chief Executive Officer of Enbridge and the Governance Committee;
  to ensure that meetings of the Board are conducted in an efficient, effective and focused manner, and to attend all committee meetings;
  to review and assess, in conjunction with the Chief Executive Officer of Enbridge and the chair of the Governance Committee, each director’s attendance and performance, as well as the performance and effectiveness of the various committees;
  to work with the Chief Executive Officer of Enbridge and the chair of the Governance Committee to assure the presence of the appropriate mix of skills and abilities on the Board to promote the continued growth and success of the organization;
  to work with the chair of the Governance Committee to assure an orderly succession to the non-executive chair of the Board and thereby continuity of strategy and corporate development in the event of the retirement or resignation of the non-executive chair of the Board; and
  to consult with committee chairs to set agendas for committee meetings.

Strategic planning

The Board is responsible for reviewing our strategic planning process and for reviewing and approving our strategic plan. The Board devotes at least one meeting per year to the strategic plan. In addition, the Board discusses strategy with management at every regular Board meeting throughout the year, oversees the implementation of the plan, monitors our progress, considers any adjustments to the plan and reviews and approves any transactions it believes will have a significant impact on the plan or our strategic direction.

 

 

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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).

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 and regularly updates the Board and committees on our top risks.

Our annual report on Form 10-K filed with the SEC and on SEDAR on February 16, 2018, including our management’s discussion and analysis for the year ended December 31, 2017, 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, 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.

The Audit, Finance & Risk Committee reviews annually the strategies, policies and practices applicable to the assessment, management, prevention and mitigation of risks relating to foreign currency and interest rates, counterparty credit exposure, cash management, credit and financing and the use of derivative instruments and insurance. The committee also reviews major financial risk exposures and steps management has taken to monitor and manage these exposures, as well as insurance.

The Safety & Reliability Committee is responsible for 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, emergency response preparedness, other operational risks and safety culture. The Safety & Reliability Committee oversees the enterprise-wide safety culture, reviews risk management guidelines applicable to safety and reliability matters and other operational risks, and receives results of operational compliance audits including operational risk management. The committee reviews policies directed to prevent injury and to minimize adverse environmental impacts and health or safety impacts, and receives reports on insurable risks related to safety and reliability matters.

The Corporate Social Responsibility Committee is responsible for overseeing risks relating to corporate social responsibility matters.

The HRC Committee is responsible for overseeing the identification of people- and compensation-related risk.

For further information on each Board committee’s role in risk management, please refer to “Board committees”, beginning on page 40.

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 proxy statement.

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

 

 

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Succession planning

The Board is responsible for:

 

  appointing the President & Chief Executive Officer 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;
  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 U.S. Securities and Exchange Commission. 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.

Ten of our 12 nominated directors are independent. Mr. Monaco is not independent because he is our President & Chief Executive Officer and a member of management. Mr. Ebel is not independent because until the Merger Transaction, he was the Chairman, President and Chief Executive Officer of Spectra Energy and he remained a non-executive employee of Spectra Energy until April 15, 2017.

Enbridge’s Amended By-law No. 1 became effective upon the Merger Transaction and specifies requirements relating to the non-executive chair of the Board. See “The role of the non-executive chair of the Board” beginning on page 32.

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 & Chief Executive Officer 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 & Chief Executive Officer with a summary of the matters discussed at these meetings, including any issues that the Board expects management to pursue.

Following the closing of the Merger Transaction, to facilitate leadership and open and candid discussion among independent directors, the independent directors were given the opportunity to hold in camera meetings should the need arise. In 2017, the directors met in camera following all but one 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 chair of the Audit, Finance & Risk Committee, or in his absence, the chair of the Governance Committee, will preside over such meetings of independent directors.

 

 

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Other directorships

Our directors may serve on the boards of other public companies and together 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 24 for information about two of our directors who serve together on one other board.

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 13 and under “Director attendance in 2017” on page 23.

All members of the Board attended the annual meeting of shareholders in 2017.

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 Ms. Williams and Messrs. Coutu, England and McShane 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. Following the closing of the Merger Transaction, onboarding sessions were held for all directors to become more familiar with Enbridge’s combined businesses and operations, financial policies and compliance programs.

Orientation

Every new director meets with the Chair of the Board, the President & Chief Executive Officer 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 given a copy of 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 and certain subsidiaries.

 

 

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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.

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 2017 and director participation.

 

  Date    Topic    Presented/hosted by    Who attended
  March 7, 2017    Post-Merger Combined Businesses and Operations    Enbridge Inc.    All members of the Board
  May 10, 2017    Security Operations Tour for New Directors    Enbridge Inc.    Ms. Carter and Messrs. Phelps, Cazalot, Jr. and McShane
  May 10, 2017    Pipeline Competition    Enbridge Inc.    All members of the Board
  September 12, 2017    Energy Fundamentals    Wood MacKenzie Canada Ltd.    All members of the Board
  September 12, 2017    Energy Policy & Markets    Energy Policy, University of Calgary    All members of the Board except Ms. Kempston Darkes and Messrs. Coutu and McShane
  September 12, 2017    First Nations Perspectives    Chiefs of three First Nations    All members of the Board
  September 13, 2017    Land Owner Perspectives   

Canadian Association of Energy and

Pipeline Landowner (CAEPLA)

   All members of the Board except Ms. Kempston Darkes and Messrs. Coutu and McShane
  October 31, 2017    Board Tour of Houston Gas Control & Integrity    Enbridge Inc.    All members of the Board except Mr. McShane

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.

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.

Assessing the Board and Chair of the Board

All of the directors complete a confidential questionnaire every year so they can evaluate the effectiveness 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 and Chair of the Board;
  duties and responsibilities;
  Board orientation and development; and
  the evaluation process for senior management.

The evaluation process includes additional questions for directors to evaluate their peers. The directors are asked to consider criteria such as skills and experience, preparation, attendance and availability, communication and interaction with Board members and/or management and business, company and industry knowledge. Directors are encouraged to comment broadly, positively and negatively, on any issue concerning the Board, Board committees and director performance.

 

 

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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 Governance Committee then presents the summary to the Board. The Board discusses the results and develops recommendations as appropriate.

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.

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 session takes place in camera at the first Board committee meeting after the directors complete their questionnaires.

The 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 and Board committee meetings;
  committee members, including the chair; and
  the orientation and 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.

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.

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 judgement, 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 diversity policy applicable to the Board and senior management of the company. The diversity policy sets out key criteria for the composition of the Board, including an aspirational target in which each gender comprises at least one-third of the independent directors. For further details, see “Diversity” below. The Governance Committee also considers all candidates recommended by the company’s shareholders.

The Chair of the Board, the President & Chief Executive Officer 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 & Chief Executive Officer 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

 

 

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search consultant’s mandate determined through dialogue between the Chair of the Board, the President & Chief Executive Officer and the chair of the Governance Committee. The Chair of the Board and the President & Chief Executive Officer have primary responsibility for the assessment of Director candidates for recommendation to the Governance Committee and the Board.

Enbridge’s Amended By-law No. 1, available on our website, also contains certain requirements for the appointment of new directors until the termination of the annual general meeting of Enbridge shareholders during the 2019 calendar year.

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, experience, gender, age, ethnicity and geographic background. The diversity policy sets out key criteria for the composition of the Board, including an aspirational target in which each gender comprises at least one-third of the independent directors.

Four of Enbridge’s 13 directors, or approximately 31% of the Board (and approximately 36% of the 11 independent directors), are women. Twelve of our 13 directors, including three women, are standing for re-election.

 

The policy further sets out criteria for management to aspire to have at least one-third of senior management roles at Enbridge occupied by women. In 2017, two of our 10 executive officers (or approximately 20%) were women. Currently, one of our nine executive officers (or approximately 11%) is a woman. Seven of the 27 officer positions at Enbridge are currently held by women, for a total of approximately 26%. For these purposes, Enbridge did not have any “major subsidiaries” (assets or revenues comprising 30 percent or more of the consolidated assets or revenues of the company as at December 31, 2017) that had operations or employees. When we consider all of the officers of Enbridge and these “major subsidiaries”, 12 of the 44 officer positions are currently held by women, for a total of approximately 27%.   

Board composition

 

 

LOGO

 

In the process for identifying new candidates described under Identifying new candidates above, the Chair of the Board, President & Chief Executive Officer and Governance Committee will take into account professional experience, educational background, skills and knowledge, as well as diversity considerations such as gender, age and ethnicity.

Similarly, 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.

The Governance Committee will review the diversity policy and its targeted objectives annually to assess its effectiveness and will report to the Board and recommend any revisions that may be necessary.

Shareholder engagement

Enbridge engages our shareholders on an ongoing basis and in a variety of ways, tailored to the specific needs of each shareholder group. Our main shareholder events are our Investment Community Conference, which provides an opportunity for shareholders to obtain an update on the company outside of our quarterly earnings presentations. These events, along with our annual meeting of shareholders and quarterly earnings presentations, are 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 executive team also meets with shareholders throughout the year by way of investor roadshows in a variety of cities. To further our investor outreach, we also participate in several investor conferences.

A list of upcoming and past events and presentations, including presentation slides and webcasts, where available, as well as investor documents and filings, can be found on our website (www.enbridge.com). Enbridge is also 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 or email.

 

 

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You can also write to our Board, the Chair of the Board or to individual directors at the following address or by email to corporatesecretary@enbridge.com:

c/o Corporate Secretary

Enbridge Inc.

200, 425 – 1st Street S.W.

Calgary, Alberta, Canada T2P 3L8

Questions may also be directed to our investor relations personnel at investor.relations@enbridge.com.

Board committees

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

 

  Audit, Finance & Risk
  Governance
  Safety & Reliability
  Corporate Social Responsibility
  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. Each Board committee is made up entirely of independent directors.

Mr. Monaco, our President & Chief Executive Officer, 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;

 

 

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  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;
  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 funding exposure under the company’s pension plans and reviewing and approving the financial statements applicable to each of Enbridge’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;
  reviewing the annual report of the internal auditor;
  approving the appointment of the Chief Audit Executive; and
  adopting and reviewing annually the internal audit charter.

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, risk management programs and disaster response and recovery programs.

 

 

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2017 highlights

Following are highlights of the activities of the Audit, Finance & Risk Committee in 2017:

Audits and financial reporting

 

  reviewed annual MD&A and financial statements and notes and recommended them to the Board for approval;
  reviewed and approved, or recommended to the Board for approval, the interim MD&A and financial statements;
  reviewed public disclosure documents containing audited or unaudited financial information, including annual and interim earnings press releases, prospectuses and the annual information form, and recommended them to the Board for approval for public release;
  reviewed and approved the pension plan annual financial statements and received an annual pension report; 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 quarterly internal controls compliance reports;
  reviewed the internal audit role and audit plan and received quarterly internal audit reports; and
  reviewed and reapproved the internal audit charter.

Compliance

 

  received quarterly updates on the ethics and conduct hotline activity from the Chief Compliance Officer and reviewed; and
  approved an updated ethics and compliance policy.

External auditors

 

  reviewed the qualifications and independence of PwC;
  recommended appointment of PwC by shareholders and reviewed and approved the 2017 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 the financing plans including additional financing transactions not originally included in the 2017 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;
  reviewed the annual report on insurance coverages and insurance renewal strategy; and
  reviewed the quarterly information technology security reports.

The committee also provided oversight over the finance integration program following the Merger Transaction and reviewed and approved and recommended to the Board a new authorities and spending limits policy, contracts policy, external auditor hiring policy, financial risk management policy and treasury policy.

Awards and recognition

For the seventh year in a row, the Chartered Professional Accountants (CPA) of Canada awarded Enbridge an Award of Excellence in Corporate Reporting, with Enbridge receiving a silver award in 2017.

Governance

The Audit, Finance & Risk Committee met five times in 2017 and reviewed its performance in 2017. The committee reviewed the qualifications of its members, and recommended to the Board members who it believes can be properly

 

 

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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 as well as with the external auditors 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 October 2017, the committee reviewed and approved updated committee terms of reference for 2018.

The Audit, Finance & Risk Committee has:

 

  reviewed and discussed the audited consolidated financial statements for the fiscal year ended December 31, 2017 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.

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, 2017 be included in the company’s 2017 Annual Report on Form 10-K, for filing with the SEC.

 

Chair:      J. Herb England
Members:      Clarence P. Cazalot, Jr., Marcel R. Coutu, Charles W. Fischer, Michael McShane and Catherine L. Williams

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”) matters.

Responsibilities

The Corporate Social Responsibility Committee is responsible for assessing our policies, strategies and performance related to CSR, and for providing oversight on our performance on an enterprise-wide basis in respect to CSR matters. The Corporate Social Responsibility Committee also reviews our public reporting in this area, which uses the terms “CSR” and “Corporate Sustainability” interchangeably.

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

 

  climate change and environmental stewardship;
  Indigenous rights;
  stakeholder engagement;
  community awareness programs on pipeline safety;
  community investment;
  government relations; and
  communications.

The CSR 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 significant 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 social and environmental risks and opportunities.

The Corporate Social Responsibility Committee has approved the use of the Global Reporting Initiative guidelines for reporting our sustainability performance and ensuring our approach is rigorous, transparent and inclusive. Enbridge’s Chief Sustainability Officer (“CSO”) has a reporting relationship with this committee. Part of the CSO’s role is to enhance the Board’s knowledge on the evolution of CSR and sustainability issues, such as climate change, that are material to the company’s business strategy.

 

 

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2017 highlights

Following are highlights of the activities of the Corporate Social Responsibility Committee in 2017:

Assessing corporate policies, procedures and practices

 

  following the Merger Transaction, provided oversight on the integration of policies, procedures and practices on CSR and related issues including reporting, climate change, Indigenous peoples, public safety, community engagement and investment, and government relations;
  received updates on CSR issues, impacts, risks and trends of consequence to our businesses;
  reviewed management strategies and systems for performance, accountability and risk management on Indigenous issues;
  reviewed management strategies and systems for performance, accountability and risk management on climate issues;
  received management’s reports on regulatory issues and compliance as well as government relations activities;
  reviewed and approved a political contributions policy for the company; and
  discussed and approved the corporate risk assessment report as it pertains to the committee’s mandate.

Reviewing our work with government, Indigenous peoples, stakeholders and regulators

 

  assessed results from management’s consultation and engagement with local Indigenous communities on specific projects and operations;
  reviewed and discussed actions being taken by management to ensure that corporate and regulatory requirements for Indigenous consultation and involvement in decision making are met across all projects and operations;
  received briefings on additional steps being taken by management to respond to Indigenous concerns and enter into agreements and/or collaborations that provide interested 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 management updates on activities designed to respond to input from landowners and other local communities in which we operate and to provide opportunities for inclusion in the management of risks, and the creation of social, environmental and economic benefits, from our business activities;
  received reports on community investments, including donations to charitable organizations and operating communities; and
  reviewed corporate initiatives on community involvement and public awareness programs on pipeline safety.

Monitoring and reporting CSR performance

 

  reviewed our reporting on enterprise-wide performance on key social, environmental and governance topics in 2016 annual CSR & Sustainability Report;
  support expanded reporting on the management of risks to Indigenous rights during investment review and the implementation of Enbridge’s Indigenous Peoples Policy;
  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 management policies in the US and Canada on greenhouse gas emissions reduction;
  reviewed the recommendations of the Financial Stability Board’s Task Force on Climate-related Financial Disclosure and Management’s evolving approach to expanded reporting on climate risk; and
  monitored developments relating to potential changes to federal environmental assessment processes in Canada.

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 2017:

 

  Global 100 List of the Most Sustainable Companies;
  Best 50 Corporate Citizens in Canada;
  Dow Jones Sustainability North America Index;
  Newsweek Green Rankings;
  Globe and Mail Corporate Governance Rankings;
  Chartered Professional Accountants of Canada Award for Excellence in Corporate Reporting;
  Canada’s Top 100 Employers; and
  S&P Global Platts Construction Project of the Year: Sabal Trail Transmission Project.

 

 

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Governance

The Corporate Social Responsibility Committee met four times in 2017 and reviewed its performance in 2017. 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 October 2017, the Corporate Social Responsibility Committee reviewed and approved updated committee terms of reference for 2018.

 

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

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 & Chief Executive Officer 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” and “Diversity” on pages 38 and 39, respectively, for more information.

The Governance Committee manages the annual performance review of the Board. See Board evaluation beginning on page 37 for more information.

Compensation

The Governance Committee is responsible for reviewing and setting director compensation. There was no increase in director compensation in 2017.

2017 highlights

Following are highlights of the activities of the Governance Committee in 2017:

 

  reviewed proxy voting recommendations and annual meeting voting results for the 2017 annual meeting;

 

 

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  monitored implementation of the company’s diversity policy;
  approved our statement on corporate governance practices for this Proxy Statement;
  received reports on employee and director compliance with the Statement on Business Conduct and reviewed and approved a revised Statement on Business Conduct;
  reviewed the Board composition plan and skills matrix and analyzed the implications our strategic plan has on Board composition;
  reviewed the composition of the Board committees;
  provided oversight over Board governance and Board committee composition following the Merger Transaction;
  provided oversight over the integration of governance policies, procedures and practices following the Merger Transaction;
  reviewed the qualifications and independence of all members of the Board;
  reviewed management’s reports on our director and officer liability protection program and management information systems;
  actively participated in a process to identify candidates for Board succession purposes;
  reviewed the Corporate Governance Principles and Guidelines and revised terms of reference for our Board, each of the five Board committees, the President & CEO and the Chair of the Board;
  reviewed Mercer (Canada) Limited’s review of directors’ compensation;
  received management’s reports on developments in corporate governance and disclosure; and
  conducted the Board evaluation process for 2017 and reviewed and reported to the Board on the results of the various assessments.

Awards

In 2017, Enbridge’s in-house legal team was honored with a Canadian Lawyer InHouse Innovatio Award celebrating in-house innovation in the category “In-house Dealmakers”.

Governance

The Governance Committee met four times in 2017 and reviewed its performance in 2017. 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 October 2017, the Governance Committee reviewed and approved updated committee terms of reference for 2018.

 

Chair:      Dan C. Tutcher
Members:      Pamela L. Carter, Marcel R. Coutu, Michael E.J. Phelps and Rebecca B. Roberts

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;

 

 

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  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.

2017 highlights

The Safety & Reliability Committee carried out the following activities during 2017:

 

  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 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 2017 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;
  received quarterly updates on the enterprise initiatives and management system improvements focused on improvement in the areas of safety and reliability, which led to continued strong performance in the areas of employee and contractor injury frequency and release volumes across the organization in 2017; and
  provided oversight over, and received reports on, the integration program for enterprise safety and operational reliability following the Merger Transaction.

Governance

The Safety & Reliability Committee met four times in 2017 and reviewed its performance in 2017. 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 October 2017, the Safety & Reliability Committee reviewed and approved updated committee terms of reference for 2018.

 

Chair:      Charles W. Fischer
Members:      Pamela L. Carter, V. Maureen Kempston Darkes, Michael McShane, Rebecca B. Roberts 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, workforce recruitment and retention.

 

 

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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;
  in conjunction with the Chair of the Board, identify a CEO 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.

2017 highlights

The Human Resources & Compensation Committee carried out the following activities during 2017:

 

  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 the TSX60 and TSX Composite Index over several time periods, and used these assessments to determine 2017 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 2017 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 2017;
  reviewed competitive market analysis data provided by independent compensation advisors to inform both the President & Chief Executive Officer and other executive officer compensation recommendations;
  approved special merger-related compensation arrangements to key executives and delegated authority to the President & Chief Executive Officer to finalize;
  approved a revised compensation peer group for compensation benchmarking based on the larger scope and size of Enbridge following the Merger Transaction;
  approved changes to target levels and pay mix for executive officers;
  approved the annual general salary increase recommendations;

 

 

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  reviewed and approved the annual Benefit and Regulatory Compliance Report as part of the pension governance process, including the funding status;
  approved changes to pension plans to create a harmonized program following the Merger Transaction;
  reviewed and approved the corporate risk assessment report as it pertains to the committee’s mandate;
  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 nine times in 2017 and reviewed its performance in 2017. 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 October 2017, the Human Resources & Compensation Committee reviewed and approved updated committee terms of reference for 2018.

 

Chair:      Catherine L. Williams
Members:      Clarence P. Cazalot, Jr., Marcel R. Coutu, V. Maureen Kempston Darkes, Michael E.J. Phelps, Rebecca B. Roberts

Please see page 106 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 Proxy Statement.

 

 

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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 63 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 2017, the Governance Committee engaged Mercer (Canada) Limited for a formal review of directors’ compensation, including peer analysis and benchmarking to the updated 2017 peer group referred to above. Following this review, no changes were made to director compensation for 2017.

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.

2017 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 hold at least three times their annual Board retainer in DSUs or Enbridge shares and meet that requirement within five years of becoming a director on our Board. The annual Board retainer for 2017 was $235,000 (C$ or US$, as applicable) and the director share ownership requirement was $705,000 (C$ or US$, as applicable). The share ownership requirement for 2017 was denominated in Canadian dollars for directors whose principal residence was in Canada and who were paid their retainer in Canadian dollars and in US dollars for directors whose principal residence was in the United States and who were paid their retainer in US dollars. The share ownership requirement increased to US$742,500 for all directors in 2018.

 

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 closing price of common shares on the TSX for the last five trading days before the redemption 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.

 

 

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2017 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 and 2018. The table below shows the fee schedule for directors in 2017. 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. For information see “Interest of informed persons in material transactions / transactions with related persons” on page 29.

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, as shown in the table below. Travel fees are always paid in cash.

In 2017, the face amounts of the retainers and travel fees shown in the table below were paid in Canadian dollars to directors whose principal residence was in Canada and in US dollars to directors whose principal residence was in the United States.

 

2017 directors’ compensation plan retainers
     Annual amount
(C$ or US$, as applicable)
         Cash   Enbridge
shares
  DSUs        Cash   Enbridge
shares
  DSUs
     Compensation component          before minimum share ownership        after minimum share ownership

Board Retainer

    235,000     LOGO

 

 

        LOGO      

Additional retainers

                 

Chair of the Board retainer

    260,000                  

Board committee chair retainer

      Up to 50%   Up to 50%   50% to 100%     Up to 75%   Up to 75%   25% to 100%

– Audit, Finance & Risk

    25,000                  

– Human Resources & Compensation

    20,000                  

– Safety & Reliability

    15,000                  

– Corporate Social Responsibility

    10,000                  

– Governance

    10,000                              

Travel fee (per meeting)

    1,500         100%           100%    

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. Directors who have not met the minimum share ownership level will be paid their retainer in equal portions of cash and DSUs if they do not make a timely election as to the form in which they wish to receive their retainer. Once a director reaches the minimum share ownership level, they can choose to receive between one quarter 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 so long as at least 25% of the retainer is paid in the form of DSUs. Directors are allocated the DSUs and Enbridge shares based on the weighted average of the closing 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.

 

 

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The table below shows the compensation components in which each director’s annual retainer for the year ended December 31, 2017 was delivered.

 

  Director    Cash
(%)
     Enbridge shares
(%)
     DSUs
(%)
 
  Pamela L. Carter      50               50  
  Clarence P. Cazalot, Jr.      50               50  
  Marcel R. Coutu                    100  
  Gregory L. Ebel      50               50  
  J. Herb England             75        25  
  Charles W. Fischer      50               50  
  V. Maureen Kempston Darkes                    100  
  Michael McShane      50               50  
  Al Monaco1                     
  Michael E.J. Phelps      75               25  
  Rebecca B. Roberts      50               50  
  Dan C. Tutcher                    100  
  Catherine L. Williams      25        50        25  
  Former Directors                           
  David A. Arledge2      75               25  
  James J. Blanchard2      50        25        25  
  George K. Petty2      75               25  

 

1 Mr. Monaco does not receive any compensation as a director of Enbridge because he is our President & Chief Executive Officer.
2 Messrs. Arledge, Blanchard and Petty retired from the Board effective February 27, 2017 upon the closing of the Merger Transaction.

Director compensation table

The table below provides information concerning the compensation of each non-employee director who served at any time in 2017. 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 89.

Amounts originally paid in Canadian dollars have been converted to US dollars using C$1 = US$0.7981, the published WM/Reuters 4 pm London exchange rate for December 29, 2017.

 

  2017 Compensation                                
  Name   

Fees earned or paid in
cash

(US$)2

     Stock awards
(US$)3
     All other compensation
(US$)4
    

                    Total

(US$)

 
  P.L. Carter1      146,875        50,717        9,000        206,592  
  C.P. Cazalot, Jr.1      97,916        101,434        7,500        206,850  
  M.R. Coutu      140,665        47,105        5,721        193,491  
  G.L. Ebel1      309,376        106,820        7,500        423,696  
  J.H. England      195,000        67,550        217,117        479,667  
  C.W. Fischer      149,644        50,116        18,489        218,249  
  V.M. Kempston Darkes      146,651        49,116        8,380        204,147  
  M. McShane1      146,875        50,717        6,000        203,592  
  M.E.J. Phelps1      117,221        39,343        7,183        163,747  
  R. B. Roberts      117,500        122,137        9,000        248,637  
  D.C. Tutcher      183,750        63,659        9,000        256,409  
  C.L. Williams      152,637        47,107        17,159        216,903  
  Former Directors                                    
  D.A. Arledge5      61,875        21,756        1,500        85,131  
  J.J. Blanchard5      29,375        10,308        1,500        41,183  
  G.K. Petty5      29,375        10,308        3,000        42,683  

 

1.

Each of Ms. Carter and Messrs. Cazalot, Ebel, McShane and Phelps previously served on the board of directors of Spectra Energy and joined the Board on February 27, 2017 upon the closing of the Merger Transaction. In accordance with SEC rules, the table does not reflect compensation paid to any of the legacy Spectra Energy

 

 

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  directors in respect of their service on the board of directors of Spectra Energy (or any of its subsidiaries) prior to the closing of the Merger Transaction. Mr. Ebel received compensation in 2017 in connection with his separation from service from Spectra Energy relating to the Merger Transaction. In accordance with SEC rules, this compensation is not included in this table because it does not relate to Mr. Ebel’s service as a Director of Enbridge. For details on such compensation, see “Interest of informed persons in material transactions / transactions with related persons” on page 29.
2. Under our Directors’ Compensation Plan, non-employee directors may elect to receive DSUs or Enbridge shares in lieu of payment of their retainer in cash. In accordance with SEC rules, the amount of the cash retainer forgone at the director’s election is included in this column, with the resulting grants as described in footnote 3 below. Each of Ms. Carter and Messrs. Fischer and McShane elected to receive an incremental 25% of their retainer in DSUs and each of Ms. Darkes and Messrs. Coutu and Tutcher elected to receive an incremental 75% of their retainer in DSUs. Mr. England and Ms. Williams elected to receive an incremental 75% and 50%, respectively, of their retainer in Enbridge shares.
3. Amounts shown represent the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) Compensation-Stock Compensation for DSUs granted. The grant date fair value for DSUs is determined based on the closing price per Enbridge share on the TSX of C$54.49 on March 17, 2017, C$52.12 on June 9, 2017, C$50.15 on September 15, 2017 and C$49.89 on December 15, 2017. DSUs are vested at grant and are settled in cash after the director’s retirement from our Board. The Enbridge shares granted as a component of director compensation are not subject to any vesting conditions or other restrictions on transfer.

 

   Under our Directors’ Compensation Plan, for compensation paid to a director in DSUs or Enbridge shares in 2017, the number of DSUs or Enbridge shares, as applicable, is calculated by dividing the applicable amount of compensation in Canadian dollars payable in DSUs or Enbridge shares, as applicable, on the applicable payment date by the weighted average the closing price per Enbridge share on the TSX for the five trading days prior to the date that is two weeks prior to the applicable payment date.

 

   The number of Enbridge shares and DSUs (inclusive of DSUs and Enbridge shares, as applicable, delivered in lieu of cash retainers as described above in footnote 2) paid in 2017 to each Director as a component of compensation on the applicable payment date is set out in the table below.

 

     Q1 2017
17-Mar
    Q1 2017
17-Mar
    Q2 2017
9-Jun
    Q2 2017
9-Jun
    Q3 2017
15-Sep
    Q3 2017
15-Sep
    Q4 2017
15-Dec
    Q4 2017
15-Dec
    TOTAL     TOTAL  
  Director   Enbridge
shares (#)
    DSUs (#)     Enbridge
shares (#)
    DSUs (#)     Enbridge
shares (#)
    DSUs (#)     Enbridge
shares (#)
    DSUs (#)     Enbridge
shares (#)
    DSUs (#)  
  P.L. Carter           236             755             721             774             2,486  
  C.P. Cazalot, Jr.           236             755             721             774             2,486  
  M.R. Coutu           1,062             1,119             1,182             1,205             4,568  
  G.L. Ebel             497             1,591             1,518             1,630             5,236  
  J.H. England     1,174       391       1,253       418       1,196       399       1,284       428       4,907       1,636  
  C.W. Fischer           565             595             629             641             2,430  
  V.M. Kempston Darkes           1,108             1,166             1,232             1,257             4,763  
  M. McShane           236             755             721             774             2,486  
  M.E.J. Phelps           89             280             295             301             965  
  R.B. Roberts           708             755             721             774             2,958  
  D.C. Tutcher           1,475             1,575             1,503             1,614             6,167  
  C.L. Williams     531       266       559       280       590       295       602       301       2,282       1,142  
  Former Directors                                                                                
  D.A. Arledge*           496                                                 496  
  J.J. Blanchard*     235       235                                           235       235  
  G.K. Petty*           235                                                 235  

 

* Messrs. Arledge, Blanchard and Petty retired from the Board effective February 27, 2017 upon the closing of the Merger Transaction.
4. For all of our non-employee directors, these values include a per meeting $1,500 travel fee (US$ or C$, as applicable). For each of Ms. Williams and Messrs. Coutu, England and Fischer, these amounts also include the annual retainers paid for service as a director or trustee of an Enbridge subsidiary or affiliate and travel fees for attending those meetings.

 

 

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5. Mr. Arledge, Gov. Blanchard and Mr. Petty retired from the Board on February 27, 2017 upon the closing of the Merger Transaction.

Change in director equity ownership

The table below shows the change in each director nominee’s equity ownership from March 13, 2017 to March 12, 2018, the dates of the management information circular for the 2017 annual meeting of shareholders and of this Proxy Statement, respectively, and his or her status in meeting the share ownership requirements.

 

  Director1   Enbridge shares
(#)
    Enbridge stock
options (#)
    DSUs (#)    

Total

Enbridge shares
+ DSUs (#)

    Market (at-risk)
value of equity
holdings (C$)2
   

Market (at-risk)

value of equity
holdings (US$)3, 4

 

  Pamela L. Carter

  2018

  2017

  Change

           
    39,729             2,564       42,293       1,773,769       1,415,645  
    39,729                   39,729       2,200,192       1,755,973  
                2,564       2,564       (426,424     (340,329

  Clarence P. Cazalot, Jr.

  2018

  2017

  Change

           
    12,929             2,564       15,493       649,776       518,587  
    12,929                   12,929       716,008       571,446  
                2,564       2,564       (66,232     (52,859

  Marcel R. Coutu

  2018

  2017

  Change

           
    29,400             11,177       40,577       1,701,799       1,358,206  
    29,400             6,113       35,513       1,966,710