SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the month of March 2020

TC Energy Corporation
(Commission File No. 1-31690)

TransCanada PipeLines Limited
(Commission File No. 1-8887)

(Translation of Registrants’ Names into English)

450 - 1 Street S.W., Calgary, Alberta, T2P 5H1, Canada
(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F                      o                      Form 40-F                      þ

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  o  

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  o  

Exhibit 99.1 to this report, filed on Form 6-K, shall be incorporated by reference into each of the following Registration Statements under the Securities Act of 1933, as amended: Form S-8 (File Nos. 333-5916, 333-8470, 333-9130, 333-151736, 333-184074 and 333-227114), Form F-3 (File Nos. 33-13564 and 333-6132) and Form F-10 (File Nos. 333-151781, 333-161929, 333-208585, 333-214971, 333-228848 and 333-235546).










Explanatory Note

TransCanada PipeLines Limited (“TransCanada PipeLines”) is a wholly owned subsidiary of TC Energy Corporation (formerly TransCanada Corporation) (“TC Energy”). TransCanada PipeLines is relying on the continuous disclosure documents filed by TC Energy pursuant to an exemption from the requirements of National Instrument 51-102 - Continuous Disclosure Obligations and as provided in the decision of the Alberta Securities Commission and Ontario Securities Commission in Re TransCanada Corporation, 2019 ABASC 1, issued on January 3, 2019. Consistent with the exemptive relief, information contained in this Form 6-K is that provided by TC Energy.







EXHIBIT INDEX



99.1    Management Information Circular of TC Energy Corporation dated February 27, 2020





SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 16, 2020
                    
 
TC ENERGY CORPORATION
TRANSCANADA PIPELINES LIMITED

 
 
 
 
 
 
 
By:
 /s/ Donald R. Marchand
 
 
Donald R. Marchand
 
 
Executive Vice-President, Strategy & Corporate Development and Chief Financial Officer
 
 
 
 
By:
 /s/ Christine R. Johnston
 
 
Christine R. Johnston
 
 
Vice-President, Law and Corporate Secretary




Exhibit

EXHIBIT 99.1
Management Information Circular
February 27, 2020
Notice of annual meeting of shareholders to be held May 1, 2020
TC Energy Corporation
Delivering the energy people need, every day.




Letter to shareholders    1
Notice of 2020 annual meeting    2
Management information circular    3
Summary    4
About the shareholder meeting    6
Delivery of meeting materials    6
Voting    6
Business of the meeting    10
Governance    28
About our governance practices    28
Compensation    60
Compensation governance    60
Director compensation discussion and analysis    66
Director compensation - 2019 details    70
Human Resources committee letter to shareholders    75
Executive compensation discussion and analysis    78
Executive compensation - 2019 details    104
Other information    116
Schedules    117
About TC Energy
We are a vital part of everyday life - delivering the energy millions of people rely on to power their lives in a sustainable way. Thanks to a safe, reliable network of natural gas and crude oil pipelines, along with power generation and storage facilities, wherever life happens - we’re there. Guided by our core values of safety, responsibility, collaboration and integrity, our more than 7,300 people make a positive difference in the communities where we operate across Canada, the U.S. and Mexico.
TC Energy’s common shares trade on the Toronto (TSX) and New York (NYSE) stock exchanges under the symbol TRP. To learn more, visit us at TCEnergy.com.
We encourage you to sign up for electronic delivery of all future proxy materials.
Registered shareholders can go to www.investorcentre.com/tcenergy, and click on "Sign up for eDelivery" at the bottom of the page. Enter your Holder Account Number from your form of proxy and enter your postal code (if you are a Canadian resident), or your Family or Company Name (if you are not a resident of Canada), and click "Sign In."
Non-registered shareholders can go to www.investordelivery.com using the control number found on your voting instruction form or at www.proxyvote.com where you click on “Go Paperless” link and follow the instructions.





Letter to shareholders
February 27, 2020

Dear Shareholder:
TC Energy Corporation (TC Energy) is pleased to invite you to the annual meeting of common shareholders on May 1, 2020. The meeting will be held at 10:00 a.m. (Mountain Daylight Time) in the Markin MacPhail Centre at Canada Olympic Park, 88 Canada Olympic Road S.W., Calgary, Alberta.
Attending the meeting is your opportunity to meet the Board of Directors (Board) and management, learn more about our performance in 2019 and our strategy for the future, and vote in person on the items of business. If you are unable to attend the meeting in person, you can vote by proxy and listen to the live webcast on our website (www.tcenergy.com).
The attached Management information circular includes important information about the meeting and how to vote. Please take some time to read the document and remember to vote. You can find more information about TC Energy in our 2019 Annual report and on our website.
We would like to extend a special thank you to Mr. Barry Jackson, who is retiring from the Board on May 1, 2020, for his many years of dedicated service to TC Energy and our shareholders. Mr. Jackson has served as a director for over 17 years during which time he has made significant contributions to the Board and its committees including most recently as the chair of the Human Resources committee and a member of the Governance committee. Mr. Jackson also served a long tenure as TC Energy's chair of the Board from 2005 until 2017, during which time his leadership was instrumental in growing the company. TC Energy has truly benefited from his solid business acumen, in-depth industry knowledge and management experience.
In May 2019, TC Energy was pleased to announce the appointments of Ms. Una Power and Mr. Steven Williams to the Board, both of whom have decades of experience in the energy industry and their respective skill sets have proven invaluable. After an extensive search effort, the Board is nominating Mr. Michael Culbert, Ms. Susan Jones and Mr. David MacNaughton for appointment to the Board. All three of these nominees will bring strong leadership and strategy skills to the Board. In addition, Mr. Culbert has extensive knowledge of the energy industry, Ms. Jones has considerable expertise in international business operations, including legal and regulatory matters, and having recently served as the Canadian Ambassador to the United States, Mr. MacNaughton brings significant experience to the areas of government and policy.
Thank you for your continued confidence in TC Energy. Russ Girling, our CEO, and I look forward to seeing you at the meeting on May 1st.
Sincerely,
Siim A. Vanaselja
Chair of the Board of Directors

 
TC Energy Management information circular 2020
1


Notice of 2020 annual meeting
You are invited to our 2020 annual meeting of common shareholders:
 
 
 
 
 
 
 
WHEN
Friday, May 1, 2020 at 10:00 a.m.
Mountain Daylight Time (MDT)

WHERE
Markin MacPhail Centre
Canada Olympic Park
88 Canada Olympic Road S.W.
Calgary, Alberta

YOUR VOTE IS IMPORTANT
If you are a shareholder of record of TC Energy Corporation common shares on March 16, 2020, you are entitled to receive notice of, attend and vote at this meeting.
Please take some time to read the attached Management information circular. It contains important information about the meeting and explains who can vote and how to vote.
By order of the Board of Directors,
 
Five items of business
1.
Receive our audited consolidated financial statements for the year ended December 31, 2019, and the auditors’ report.
2.
Elect the directors.
3.
Appoint the auditors and authorize the directors to set their compensation.
4.
Participate in the advisory vote on our approach to executive compensation (say-on-pay).
5.
Consider other business that is properly brought before the meeting or any meeting that is reconvened if the meeting is adjourned.
 
 
 
 
 
 
 
 
 
 
Christine R. Johnston
Vice-President, Law and Corporate Secretary
TC Energy Corporation
Calgary, Alberta

February 27, 2020
 
 
 

2
TC Energy Management information circular 2020
 


Management information circular
We are sending you this Management information circular (circular) because you are a shareholder of record of TC Energy common shares on March 16, 2020. You have the right to attend our 2020 annual meeting of common shareholders and to vote your shares in person or by proxy. If you are unable to attend the meeting, you can listen to the webcast in English on our website (www.tcenergy.com).
Management is soliciting your proxy for the meeting, and we pay all costs for doing so. We will start mailing the proxy materials on March 24, 2020, and will also provide the materials to brokers, custodians, nominees and other fiduciaries to forward them to shareholders. A TC Energy employee may also contact you by phone or email to encourage you to vote.
The Board of Directors (Board) has approved the contents of this circular and has authorized us to send it to you. We have also sent a copy to each member of our Board and to our auditors, and will file copies with the appropriate government agencies.
Unless stated otherwise, information in this document is as of February 27, 2020, and all dollar amounts are in Canadian dollars.


 
 
 
 
In this document,
you, your and shareholder mean a holder of common shares of TC Energy Corporation,
we, us, our and TC Energy mean TC Energy Corporation, and
TC Energy shares and shares mean common shares of TC Energy Corporation, unless stated otherwise.
 
 
Our principal corporate and executive offices are located at
450 - 1 Street S.W., Calgary, Alberta T2P 5H1
 
 
 
 






















 
 
 
 
About shareholder mailings
 
 
 
In March 2019, we asked all registered and beneficial shareholders to advise us in writing if they did not want to receive our Annual reports when they became available.
If you are a registered shareholder who replied that you no longer want to receive the report, or a beneficial shareholder who did not reply, you will not receive a copy. If you purchased TC Energy shares after March 16, 2020, you also may not receive a copy of our 2019 Annual report. We are using notice-and-access to deliver the circular and 2019 Annual report.
 
Our 2019 Annual report is available on our website (www.tcenergy.com) and on SEDAR (www.sedar.com), or you can request a free copy from our transfer agent:
Computershare Trust Company of Canada
 
Tel:
1.800.340.5024 (toll-free within North America)
1.514.982.7959 (outside North America)
 
Email:
tcenergy@computershare.com

 
TC Energy Management information circular 2020
3


Summary
The following pages are key points of information you will find in this circular. You should read the entire circular before voting.
Voting
You will be asked to vote on three items at the meeting:
Item
Board recommendation
More information (pages)
Elect 14 directors
For
12-26
Appoint KPMG LLP, Chartered Professional
Accountants as auditors
For
10-11

Advisory vote on executive
compensation (say on pay)
For
11, 60-65, 75-115

Nominated Directors
Name
Occupation
Age
 
Independent
Director
since
% Votes in favour
at 2019
AGM
 
2019
Committees
2019
Board
attendance
Number of
other
public
boards
Stéphan Crétier
Dubai, UAE
Chairman, President and Chief Executive Officer, GardaWorld Security Corporation
56
 
Yes
2017
99.77
 
Audit
Health, Safety, Sustainability & Environment
80%
0
Michael R. Culbert
Calgary, AB
Corporate Director
62
 
Yes

 
2
Russell K. Girling
Calgary, AB
President and Chief Executive Officer,
TC Energy
57
 
No
2010
99.83
 
100%
1
Susan C. Jones
Calgary, AB
Corporate Director
50
 
No
 
0
Randy Limbacher
Houston, TX
Chief Executive Officer, Meridian Energy, LLC
61
 
Yes
2018
99.69
 
Audit
Health, Safety, Sustainability & Environment
100%
1
John E. Lowe
Houston, TX
Senior Executive Advisor,
Tudor, Pickering, Holt & Co., LLC
61
 
Yes
2015
99.38
 
Audit (Chair)
Health, Safety, Sustainability & Environment
100%
2
David MacNaughton
Toronto, ON
Corporate Director
71
 
Yes
 
0
Una Power
Vancouver, BC
Corporate Director
55
 
Yes
2019
99.68
 
Audit
Health, Safety, Sustainability & Environment
100%
2
Mary Pat Salomone
Naples, FL
Corporate Director
59
 
Yes
2013
99.68
 
Governance
Health, Safety, Sustainability & Environment (Chair)
93%
2
Indira Samarasekera
Vancouver, BC
Senior Advisor, Bennett Jones LLP
67
 
Yes
2016
95.05
 
Audit
Human Resources
100%
3
D. Michael G. Stewart
Calgary, AB
Corporate Director
68
 
Yes
2006
98.80
 
Governance (Chair)
Human Resources
100%
0
Siim A. Vanaselja
Toronto, ON
Corporate Director
63
 
Yes
2014
88.49
 
Board Chair
Governance
Human Resources
100%
3
Thierry Vandal
Mamaroneck, NY
President, Axium Infrastructure US, Inc.
59
 
Yes
2017
99.78
 
Audit
Health, Safety, Sustainability & Environment
100%
1
Steven W. Williams
Calgary, AB
Corporate Director
64
 
Yes
2019
99.81
 
Governance
Human Resources
100%
1

4
TC Energy Management information circular 2020
 


Compensation
TC Energy's compensation programs are designed to 'pay for performance' by rewarding employees, including our executives, for delivering results that meet or exceed our corporate objectives and support our overall strategy.
In order to attract, engage and retain high-performing employees, we review our programs each year to ensure we offer compensation that is market competitive. Our target compensation levels are determined with reference to median levels in our peer group. Actual performance that exceeds expectations can result in compensation above market median levels.
Our compensation programs are intended to align the executives' interests with those of our various stakeholders. The Human Resources committee and the Board place a significant emphasis on variable compensation, particularly long-
Our best practices include:
  benchmarking director and executive compensation against size appropriate peer groups to assess competitiveness and fairness,
  maximums on variable compensation payments,
  share ownership requirements for our directors and executives,
  incentive compensation reimbursement and holdback policy (Clawback policy) and anti-hedging policy, and
 annual say on pay vote, averaging 93 per cent approval for the last three years.
 
term incentives, when determining the total direct compensation for our
executives. Both our executive share unit and stock option plans encourage value creation over the
long-term.
Governance
We believe that strong corporate governance improves corporate performance and benefits all stakeholders. Based on the current directorship, our governance highlights are noted below.
Size of Board
12
Percentage of independent directors
92%
Percentage of women on Board
25%
Board diversity policy
Yes + target of 30% women
Number of board interlocks
1
External board service limits for independent directors
4 public company boards in total
Average director age
61
All committees independent
Yes
Annual director elections
Yes
Individual director elections
Yes
Majority voting policy
Yes
Independent executive compensation consultant
Yes
Clawback policy
Yes
Double-trigger vesting on change of control
Yes
Separate chair and CEO
Yes
Director retirement age/term limit
The earlier of a director turning 73 or attaining 15 years of service
Director share ownership requirements
4x retainer
Executive share ownership requirements
5x (CEO), 3x (executive vice-presidents), 2x (senior vice-presidents), 1x (vice-presidents)
CEO share ownership post-retirement hold period
1 year
In-camera sessions at every Board and committee meeting
Yes
Annual say on pay
Yes
Code of business ethics
Yes
Board, committee and director evaluations annually
Yes
Board orientation and education program
Yes
Note
• Dr. Samarasekera and Ms. Power both serve on the board of The Bank of Nova Scotia. It has been determined that this interlock will not impair the exercise of their independent judgment.


 
TC Energy Management information circular 2020
5


About the shareholder meeting
As a shareholder of record, you are entitled to vote your TC Energy shares at the annual meeting. The meeting will cover five items of business, which are discussed in more detail starting on page 10.
This next section discusses delivery of the meeting materials and the voting process.
Delivery of meeting materials
We are using notice and access to deliver the circular and 2019 Annual report to both our registered and beneficial shareholders.
This means that TC Energy will post the circular and 2019 Annual report online for our shareholders to access electronically. You will receive a package in the mail with a notice (Notice) explaining how to access and review the circular and/or 2019 Annual report electronically and how to request a paper copy of either at no charge. You will also receive a form of proxy or a voting instruction form in the mail so you can vote your shares.
Notice and access is an environmentally friendly and cost effective way to distribute the circular and the 2019 Annual report because it reduces printing, paper and postage.
The following beneficial shareholders will receive a paper copy of the circular:
those who have already provided instructions that they prefer to receive a paper copy,
employees of our U.S. affiliate who own TC Energy shares through our U.S. affiliate's 401(k) retirement plans, and
those whose brokers receive materials through Computershare.
This circular is available on SEDAR (www.sedar.com) and on our website (www.TCEnergy.com/Notice-And-Access).
How to request a paper copy of the circular
Starting March 24, 2020, shareholders can request a paper copy of the circular and/or 2019 Annual report for up to one year. The circular and/or 2019 Annual report will be sent to you at no charge.
If you would like to receive a paper copy of the circular and/or 2019 Annual report, please follow the instructions provided in the Notice.
Requests by shareholders must be made by 5:00 p.m. Eastern Daylight Time (EDT), Wednesday, April 15, 2020 in order for you to receive a paper copy of the circular and/or 2019 Annual report before the annual meeting on May 1, 2020.
 
If you request a paper copy of the circular and/or 2019 Annual report you will not receive a new form of proxy (for registered shareholders) or voting instruction form (for beneficial shareholders), so you should keep the original form sent to you in order to vote.
If you have questions about notice and access, you can call our Investor Relations line at 403.920.7911 or 1.800.361.6522.
Voting
WHO CAN VOTE
Shareholders of record on March 16, 2020 are entitled to receive Notice of our 2020 annual meeting of common shareholders and vote their shares. Our Board set this date to allow enough time for shareholders to receive and review the materials, make their voting decisions and send in their voting instructions before the deadline.
As of February 27, 2020, we had 939,803,994 common shares outstanding. Each common share carries the right to one vote on any item of business that properly comes before the meeting and any meeting that is reconvened if the meeting is adjourned. Subject to our majority voting policy for director elections (see Governance – Governance Philosophy – Majority Voting), we need a simple majority of votes (50 per cent plus one vote) for all items to be approved by shareholders.
As of February 27, 2020, we had the following preferred shares outstanding:
First
Preferred Shares
Number of
shares outstanding

Series 1
14,577,184

Series 2
7,422,816

Series 3
8,533,405

Series 4
5,466,595

Series 5
12,714,261

Series 6
1,285,739

Series 7
24,000,000

Series 9
18,000,000

Series 11
10,000,000

Series 13
20,000,000

Series 15
40,000,000

The holders of these shares do not have voting rights at the meeting.

6
TC Energy Management information circular 2020
 


Registered shareholders
You are a registered shareholder if you have a share certificate in your name.
We will prepare a list of the registered shareholders as of March 16, 2020, showing the names of all shareholders who are entitled to vote at the meeting and the number of shares each owns. Our transfer agent, Computershare Trust Company of Canada (Computershare), will have a copy of the list at their Calgary office if you want to check it during regular business hours. Computershare is located at Suite 600, 530 8th Avenue S.W., Calgary, Alberta T2P 3S8. Tel: 403.267.6800.
You can also check the list when you arrive at the meeting.
Non-registered (beneficial) shareholders
You are a non-registered or beneficial shareholder if your securities broker, financial institution, clearing agency, trustee or custodian (your nominee) holds the shares for you in a nominee account.
Principal shareholders
Our directors and executives are not aware of any person or corporation that beneficially owns, directly or indirectly, or exercises control or direction over, more than 10 per cent of our outstanding shares.
HOW TO VOTE
You have two ways to vote:
by proxy, or
by attending the meeting and voting in person.
Voting by proxy
Voting by proxy means you are giving someone else the authority to attend the meeting and vote for you (your proxyholder).
You must return your signed proxy form in order to vote by proxy.
If you appoint the TC Energy proxyholders and specify your voting instructions, your shares will be voted accordingly. If you do not specify how you want to vote your shares, your shares will be voted for you as follows:
for the nominated directors listed on the proxy form and in this circular,
for the appointment of KPMG LLP, Chartered Professional Accountants (KPMG) as TC Energy’s auditors and authorizing the directors to set their compensation, and
for our approach to executive compensation, as described in this circular.
 

If you appoint someone else as your proxyholder, but do not specify how you want to vote your shares, the person can vote as they see fit.
If there are any amendments to the items of business or any other matters that properly come before the meeting (including where the meeting will be reconvened if it was adjourned), your proxyholder has the discretion to vote as they see fit, in each instance, to the extent permitted by law whether the amendment or other matter of business that properly comes before the meeting is routine or contested.
Late proxies may be accepted or rejected by the chair of the meeting at his or her discretion and the chair of the meeting is under no obligation to accept or reject any particular late proxy. The chair of the meeting may waive or extend the proxy cut-off without notice.
You can choose anyone to be your proxyholder – the person does not need to be a TC Energy shareholder or the TC Energy representatives named in the proxy form. You must write the person's name on your proxy form, and return the signed proxy form to Computershare to appoint someone as your proxyholder.
You should tell this person that you have appointed him or her as your proxyholder and that they need to attend the meeting in person and vote on your behalf. Your proxyholder must vote your shares according to your instructions. Your shares will not be voted if your proxyholder does not attend the meeting to vote for you.
If you have returned your signed proxy form and you do not appoint anyone to be your proxyholder, Siim A. Vanaselja, Chair of the Board, Russell K. Girling, President and Chief Executive Officer or Christine R. Johnston, Vice-President, Law and Corporate Secretary (TC Energy proxyholders) will be appointed to act as your proxyholder to vote or withhold from voting your shares at the meeting according to your instructions.

 
TC Energy Management information circular 2020
7


Registered shareholders
We mail the Notice directly to you, and your package includes a proxy form.
You may request a paper copy of the circular and/or Annual report by following the instructions in the Notice that was mailed to you.
Appointing a proxyholder
You can appoint the TC Energy proxyholders named on the proxy form to vote your shares at the meeting according to your instructions. If you appoint them, but do not indicate your voting instructions on the form, your shares will be voted for each item of business.
You can decide to appoint someone else to represent you and vote your shares at the meeting. Print the name of that person in the blank space on the proxy form. If you do not specify how to vote your shares, your proxyholder can vote as they see fit.
Take some time to read about the items of business (see pages 10 and 11), then complete the proxy form mailed to you, sign and date it, and mail it in the envelope provided. Computershare must receive the completed form by 12:00 p.m. EDT on Wednesday, April 29, 2020.
If your package is missing an envelope, use a blank one and address it to:
Computershare Trust Company of Canada
Stock Transfer Services
100 University Avenue, 8th Floor
Toronto, Ontario M5J 2Y1
If you want to submit your voting instructions by phone or on the internet, you must do so by 12:00 p.m. EDT on Wednesday, April 29, 2020. See the instructions on your proxy form.
Attending the meeting and voting in person
If you want to attend the meeting and vote in person, do not complete the proxy form. Just register with Computershare when you arrive at the meeting.
You can still attend the meeting if you have already submitted your voting instructions, but you cannot vote again at the meeting unless you revoke your proxy as described on the next page.
 
Non-registered (beneficial) shareholders
Your broker, its agent or its nominee can only vote your TC Energy shares if they have received proper voting instructions from you. If you are a beneficial shareholder, your package includes a voting instruction form. Complete the form and follow the return instructions on the form.
The voting instruction form is similar to a proxy form, however it can only instruct the registered shareholder how to vote your shares. You cannot use the form to vote your shares directly.
Your broker is required by law to receive voting instructions from you before voting your shares. Every broker has their own mailing procedures and instructions for returning the completed voting instruction form, so be sure to follow the instructions provided on the form.
Most brokers delegate responsibility for obtaining instructions from their clients to Broadridge Investor Communications Corporation (Broadridge). Broadridge, or any other intermediary as applicable, mails the proxy materials and voting instruction form to beneficial shareholders, at our expense.
The voting instruction form will name the same TC Energy representatives listed on page 7 to act as TC Energy proxyholders.
You may request a paper copy of the circular and/or Annual report by following the instructions in the Notice that was mailed to you.
Attending the meeting and voting in person
You can attend the meeting and vote in person, or you can appoint someone else to attend the meeting and give your voting instructions. Print your name, or the name of the person you are appointing, in the blank space provided on the voting instruction form. Complete the rest of the form and then mail it to Broadridge (or to your broker, as instructed on your voting instruction form) as soon as possible. Your package also includes instructions for submitting your voting instructions by phone or on the internet if you prefer either of these methods. You can still attend the meeting if you have already submitted your voting instructions, but you cannot vote again at the meeting unless you revoke your proxy as described below.
Broadridge tabulates the results of all the instructions it receives from beneficial shareholders, and provides appropriate voting instructions to our transfer agent.

8
TC Energy Management information circular 2020
 


CHANGING YOUR VOTE
Registered shareholders
If you change your mind and want to revoke your proxy, you need to notify us in writing. Sign a written statement (or have your attorney sign a statement with your written authorization) and send it to:
Corporate Secretary
TC Energy Corporation
450 - 1 Street S.W. Calgary, AB
Canada T2P 5H1
Fax: 403.920.2467
We must receive the notice by 12:00 p.m. EDT on Wednesday, April 29, 2020, or the last business day prior to the day the meeting is reconvened if it was adjourned. You can also give the notice to the chair of the meeting in person at the meeting.
If you submitted your voting instructions by phone or on the internet, you can revoke or change your vote by sending your new instructions again, as long as they are received by 12:00 p.m. EDT on Wednesday, April 29, 2020, or the last business day prior to the day the meeting is reconvened if it was adjourned. A vote that is cast with a later date and time will supersede an earlier vote.
Non-registered (beneficial) shareholders
If you change your mind, contact your broker or nominee.
 
HOW THE VOTES ARE COUNTED
As transfer agent, Computershare counts and tabulates the votes on our behalf to ensure the votes are kept confidential. They only show us the ballot or proxy form if:
it is required by law,
there is a proxy contest, or
there are written comments on the proxy form.
Unable to attend the meeting?
We will have a live webcast of our meeting in English on our website – go to www.tcenergy.com for details.

 
TC Energy Management information circular 2020
9


Business of the meeting
Our annual meeting will cover five items of business:
 
 
 
 
 
 
 
FINANCIAL STATEMENTS – see our 2019 Annual report (available at www.tcenergy.com). You will receive our consolidated financial statements for the year ended December 31, 2019, and the auditors’ report. These documents have been filed with the appropriate government regulatory agencies and are included in our 2019 Annual report. We deliver the Annual report using notice-and-access (see page 6). We mail you a paper copy of the Annual report if you have provided instructions that you prefer to receive a paper copy, or you may request a paper copy as described in the Notice (see page 6). Our 2019 Annual report is also available in English and French on our website (www.tcenergy.com), or you can request a copy from our Corporate Secretary or Investor Relations.
DIRECTORS – see page 12
You will vote on electing 14 directors to the Board. The nominated director profiles starting on page 13 give important information about each nominated director, including his or her background, experience and memberships on other public company boards he or she serves on. Except for Michael R. Culbert, Susan C. Jones and David MacNaughton, all of the nominated directors currently serve on our Board, and we have included in their profiles their 2019 attendance, the value of TC Energy shares or Deferred Share Units (DSUs) they currently hold (their at-risk investment) and their election results from the 2019 annual and special meeting. You can find more information about their at-risk investment on pages 72 and 73.


 
About quorum
We must have a quorum for the meeting to proceed.

Quorum constitutes two people present, in person, at the meeting who are entitled to vote at the meeting and represent at least 25 per cent of the issued and outstanding TC Energy common shares. The two people are entitled to vote in their own right, by proxy, or as a duly authorized representative of a shareholder.
 
 
 
 
All directors are elected for a one-year term.
1.
Stéphan Crétier
6.
John E. Lowe
11.
D. Michael G. Stewart
2.
Michael R. Culbert
7.
David MacNaughton
12.
Siim A. Vanaselja
3.
Russell K. Girling
8.
Una Power
13.
Thierry Vandal
4.
Susan C. Jones
9.
Mary Pat Salomone
14.
Steven W. Williams
5.
Randy Limbacher
10.
Indira Samarasekera
 
 
The Board recommends you vote for the nominated directors:
RESOLVE to elect the directors listed in TC Energy’s circular dated February 27, 2020 to hold office until the next annual meeting of shareholders or until their successors are earlier elected or appointed.
AUDITORS
You will vote on appointing the auditors. The auditors will hold office until the close of our next annual meeting of shareholders.
The Board recommends that KPMG be appointed as auditors. Representatives of KPMG will attend the meeting, have an opportunity to make a statement and respond to any questions.
KPMG has been our external auditors since 1956, and have confirmed they are independent with respect to TC Energy within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and applicable legal requirements and also that they are independent accountants with respect to TC Energy under all relevant U.S. professional and regulatory standards.

10
TC Energy Management information circular 2020
 


The table below shows the services KPMG provided during the last two fiscal years and the fees they invoiced us:
($ millions)
2019
2018
Audit fees
12.4
10.3
audit of the annual consolidated financial statements
 
 
services related to statutory and regulatory filings or engagements
 
 
review of interim consolidated financial statements and information contained in various prospectuses and other securities offering documents
 
 
Audit-related fees
0.1
0.1
services related to the audit of the financial statements of TC Energy pipeline abandonment trusts and certain post-retirement plans
 
 
Tax fees
1.9
1.2
Canadian and international tax planning and tax compliance matters, including the review of income tax returns and other tax filings
 
 
All other fees
0.2
0.2
French translation services
 
 
Total fees
14.6
11.8
You will also vote on authorizing the directors to set the auditors’ compensation.
The Board recommends you vote for appointing KPMG as our auditors to hold office until the close of our next annual meeting of shareholders and authorizing the directors to fix their remuneration:
RESOLVE to appoint KPMG as auditors of TC Energy until the close of our next annual meeting of shareholders, and authorize the directors to fix their remuneration.
ADVISORY VOTE ON OUR APPROACH TO EXECUTIVE COMPENSATION
You will have an opportunity to have a say on pay by participating in the advisory vote on our approach to executive compensation. The Board believes the vote is beneficial because it holds directors accountable to shareholders for their decisions on executive compensation and provides valuable feedback.
While the vote is non-binding, the Board will take the results into consideration when it considers compensation policies, procedures and decisions in the future. We will disclose the results of the advisory vote in our report on voting results for the meeting, which will be posted on our website (www.tcenergy.com) and on SEDAR (www.sedar.com).
Since 2010, we have held annual say on pay votes at our annual shareholder meetings. Over the last three years, these advisory votes were approved by 97.39 per cent in 2017, 94.02 per cent in 2018 and 88.92 per cent in 2019. The voting results confirm that a significant majority of shareholders have accepted our approach to executive compensation.
The Board recommends you vote for our approach to executive compensation:
RESOLVE on an advisory basis, without diminishing the role and responsibilities of TC Energy's Board, that the shareholders accept the approach to executive compensation disclosed in TC Energy’s circular dated February 27, 2020.
OTHER BUSINESS
We did not receive any shareholder proposals for the meeting. The Board and management are not aware of any other items to be properly brought before the meeting.

 
TC Energy Management information circular 2020
11


 
 
 
 
THE NOMINATED DIRECTORS
Our articles currently state that the Board must have a minimum of eight and a maximum of 15 directors. The Board has determined that 14 directors will be elected this year.
The Board believes this size is appropriate based on the scope of our business, the skills and experience of the nominated directors and the four standing committees, and to achieve effective decision-making. It believes that all of the nominated directors are well qualified to serve on the Board.


 
Each nominated director has expressed his or her willingness to serve on our Board until our next annual meeting of shareholders.
If elected, they will also serve on the Board of TransCanada PipeLines Limited (TCPL), our main operating subsidiary.
 
 
 
 
 
 
 
 
Michael R. Culbert, Susan C. Jones and David MacNaughton are being nominated to the Board for the first time. These three first time nominee directors bring extensive experience in leadership, operations, regulatory matters and energy infrastructure. More information on our director nominees and their respective skills can be found in the director profiles in the immediately following section.
Twelve of the 14 nominated directors (86 per cent) are independent within the meaning of Canadian and applicable U.S. securities law, regulation and policy, and the applicable rules of the Toronto Stock Exchange (TSX) and New York Stock Exchange (NYSE).
Russell K. Girling is not independent because of his role as President and Chief Executive Officer (CEO). Susan C. Jones is not considered independent because she served as an executive officer of Nutrien Ltd. (Nutrien) until December 31, 2019 and Mr. Girling was appointed to Nutrien’s compensation committee in May 2019. As a result of this overlap, Ms. Jones will not be eligible to serve on the Audit committee, Governance committee or Human Resources committee of the Board until she is deemed independent. The Governance committee has determined that Ms. Jones’ skills and experience would complement the Board’s current structure and provide significant value, despite her being deemed non-independent. For more information, see Board Characteristics - Independence.
The profiles on the following pages show each director’s holdings in TC Energy shares at February 28, 2019 and as of the date of this circular. DSUs are calculated on the basis of retainer fees paid in 2019 and dividend equivalents credited up to January 31, 2019 and January 31, 2020. The profiles also indicate the year he or she joined the Board and has continually served as a director of TC Energy.
All of the nominated directors are Canadian residents except for Mr. Limbacher, Mr. Lowe, Ms. Salomone and Mr. Vandal who are U.S. residents, and Mr. Crétier, who is a resident of the United Arab Emirates. Mr. Crétier and Mr. Vandal also hold Canadian citizenship.
We have share ownership requirements for our directors and executives to align their interests with those of our shareholders.
As of the date of this circular, all of our directors are in compliance with our director share ownership policy (see page 68 for more information). Mr. Girling meets the share ownership requirements for the CEO (see page 84 for details).
The at-risk investment reflects the total market value of the director’s TC Energy shares and DSUs based on the closing share price on the TSX of $74.35 on February 26, 2020. See At-risk investment on pages 72 and 73 for more information.

 



12
TC Energy Management information circular 2020
 


 
 
Stéphan Crétier
AGE 56, DUBAI, UNITED ARAB EMIRATES | DIRECTOR SINCE 2017
 
 
 
 
 
Mr. Crétier is the Chairman, President and Chief Executive Officer of GardaWorld Security Corporation (GardaWorld) (private security services). He is also a director of a number of GardaWorld’s direct and indirect subsidiaries.
Mr. Crétier has previously served as a director of ORTHOsoft Inc. (formerly ORTHOsoft Holdings Inc.) (medical software technology) from August 2004 to November 2004, a director of BioEnvelop Technologies Corp. (manufacturing) from 2001 to 2003 and as a director, President and Chief Executive Officer of Rafale Capital Corp. (manufacturing) from 1999 to 2001. He plays an active role as a board member of several organizations, including the Montréal Economic Institute, a leading free market thinktank, and the Ligue Internationale des Sociétés de Surveillance. He also serves on the Board of Trustees of the Hirshhorn Museum, a Smithsonian Institution in Washington, D.C.
In 2007, Mr. Crétier was honoured by the Canadian Cancer Society for his exceptional contribution to its mission and in 1998 he was named Young Entrepreneur of the Year by the Québec Young Chamber of Commerce.
Mr. Crétier holds a Master of Business Administration degree from the University of California (Pacific).
 
Independent
Skills and experience
CEO
Mergers & acquisitions
Operations/health, safety & environment
Risk management
Strategy & leading growth
At-risk investment
$2,965,078
TC Energy
Board/committees
2019 meeting attendance
Board of Directors
7/8 meetings
(88%)
Audit committee
4/5 meetings
(80%)
Health, Safety, Sustainability & Environment committee
3/4 meetings
(75%)
 
 
 
 
 
 
 
Annual general meeting voting results
Votes in favour
Votes withheld
 
 
2019
598,634,895 (99.77%)
1,365,426 (0.23%)
 
 
2018
556,188,656 (99.82%)
1,023,983 (0.18%)
 
 
2017
491,105,654 (99.75%)
1,235,741 (0.25%)
 
 
Other public company boards and date
Stock exchange
Board committees
 
 

 
 
TC Energy securities held
2020
2019
Meets share ownership requirements
 
 
Shares
27,271
27,271
Yes
 
 
DSUs
12,609
8,460
 
 
 

 
TC Energy Management information circular 2020
13


 
 
Michael R. Culbert
AGE 62, CALGARY, AB, CANADA
 
 
 
 
 
Mr. Culbert is currently the Vice-Chair and a director of PETRONAS Energy Canada Ltd. (formerly Progress Energy Canada Ltd.) (oil and gas, exploration and production and LNG). He will resign from his roles with PETRONAS Energy Canada Ltd. in March 2020. He also currently serves on the board of directors for Enerplus Corporation (oil and gas, exploration and production) since 2014 and Precision Drilling Corporation (oil and gas services) since 2017.
Mr. Culbert has previously served as a director and President of Pacific NorthWest LNG LP (2013 to 2017). He is a former co-founder, director, President and CEO of Progress Energy Ltd. (oil and gas, exploration and production) from 2004 to 2012 and, prior to that, he was the Vice-President, Marketing and Business Development from 2001 to 2004. He has also held positions as a Vice President of Marketing and Business Development with Encal Energy (1995 to 2001) and as a Director of Marketing and other executive management positions with Home Oil Company and its successor companies (1980 to 1995).
Mr. Culbert is a patron of the Shaw Charity Classic, which since its inception in 2013 has successfully raised over $48 million for over 200 children and youth charities in Alberta. He is also a founding member of the Creative Destruction Lab Energy stream at the University of Calgary, Haskayne School of Business.
In 2019, Mr. Culbert was awarded the 2019 Distinguished Business Leader - Recognizing Ethical Leadership from the University of Calgary Haskayne School of Business and the Calgary Chamber of Commerce.
Mr. Culbert holds a Bachelor of Science Business Administration Degree from Emmanuel College in Boston, Massachusetts.
 
 
Independent
Skills and experience
Capital Markets
CEO
Mergers & Acquisitions
Strategy & leading growth
Upstream oil & gas
At-risk investment
$408,925
 
 
 
 
 
 
 
 
Annual general meeting voting results
Votes in favour
Votes withheld
 
 
2019
 
 
2018
 
 
2017
 
 
Other public company boards and date
Stock exchange
Board committees
 
 
Enerplus Corporation (oil and gas, exploration and production) (since March 2014)
TSX, NYSE
Audit & Risk Management
Corporate Governance & Nominating
Compensation & Human Resources (Chair)
 
 
Precision Drilling Corporation (oil and gas reserves) (since December 2017)
TSX, NYSE
Audit
Human Resources & Compensation
 
 
TC Energy securities held
2020
2019
Meets share ownership requirements
 
 
Shares
5,500
If appointed, Mr. Culbert will have until May 1, 2025 to meet the requirements.
 
 
DSUs
 
 
 

14
TC Energy Management information circular 2020
 


 
 
Russell K. Girling
AGE 57, CALGARY, AB, CANADA | CHIEF EXECUTIVE OFFICER | DIRECTOR SINCE 2010
 
 
 
 
 
Mr. Girling has been President and Chief Executive Officer since July 1, 2010. He has led TC Energy through a period of unprecedented growth, including the development of its Liquids Pipelines business, expansion of its power generation portfolio and the successful US$13 billion acquisition of Columbia Pipeline Group in July 2016.
Previously, Mr. Girling held the positions of Chief Operating Officer; President, Pipelines; Executive Vice-President, Corporate Development; Chief Financial Officer; and Executive Vice-President, Power. Prior to joining TC Energy in 1994, Mr. Girling held several marketing and management positions at Suncor Inc. (oil and gas), Northridge Petroleum Marketing (oil and gas) and Dome Petroleum (oil and gas).
Mr. Girling currently serves on the boards of Nutrien (global agricultural company), the American Petroleum Institute, the Business Council of Canada and the Business Council of Alberta. He is a member of the U.S. National Petroleum Council and the U.S. Business Roundtable. He is the former Chairman of the Interstate Natural Gas Association of America, former Chairman of the Natural Gas Council and former director of the Canadian Energy Pipeline Association. He has also served as Chairman and CEO of TC PipeLines GP, Inc. (general partner of TC PipeLines, LP), Chairman of TransCanada Power, L.P. and director of Bruce Power Inc. (energy infrastructure).
Mr. Girling co-chaired the 2012 United Way of Calgary Campaign and is a director of the Willow Park Charity Golf Classic. He was a 1998/1999 recipient of Canada’s Top 40 Under 40 Award for leadership excellence for Canadians under the age of 40. In 2008, he was the recipient of the Haskayne School of Business Management Alumni Excellence (MAX) Award. Mr. Girling holds a Bachelor of Commerce degree and a Master of Business Administration in Finance from the University of Calgary.
 
 
 
Not Independent
(President and Chief Executive Officer of TC Energy)
Skills and experience
Accounting/audit
Capital markets
Electric power
Energy, midstream & transportation
Strategy & leading growth
At-risk investment
$23,983,377
TC Energy
Board/committees
2019 meeting attendance
Board of Directors
8/8 meetings
(100%)
 
 
 
 
 
 
 
 
 
Annual general meeting voting results
Votes in favour
Votes withheld
 
 
2019
598,964,473 (99.83%)
1,035,542 (0.17%)
 
 
2018
556,280,425 (99.83%)
937,576 (0.17%)
 
 
2017
491,216,793 (99.77%)
1,125,652 (0.23%)
 
 
Other public company boards and date
Stock exchange
Board committees
 
 
Nutrien Ltd. (global agricultural company)(since May 2006)
TSX, NYSE
Audit
Human Resources
 
 
TC Energy securities held
2020
2019
Meets share ownership requirements
 
 
Shares
322,574
284,568
Yes (for CEO)
 
 
DSUs
 
 
As President and CEO of TC Energy, Mr. Girling is not a member of any of our committees, but is invited to attend committee meetings as required.

 
TC Energy Management information circular 2020
15


 
 
Susan C. Jones
AGE 50, CALGARY, AB, CANADA
 
 
 
 
 
Ms. Jones is a corporate director.
Ms. Jones retired from her Executive Leadership role at Nutrien at the end of 2019 after 15 years with the company. Ms. Jones’ most recent roles were the Executive Vice-President and CEO of the Potash Business Unit of Nutrien (largest global underground soft-rock miner) from June 2018 to September 2019, and the Executive Advisor to the CEO at Nutrien from October 2019 to December 2019. While at Nutrien, she held a variety of roles between September 2004 to December 2017, including Executive Vice-President and President of the Phosphate Business Unit; Chief Legal Officer; Business Development and Strategy; Managing Director of the European Distribution Business; and Vice-President of Wholesale Sales, Marketing and Logistics.
She served on the board of Gibson Energy Inc. (a mid-stream oil-focused infrastructure company) from December 2018 until February 2020. Ms. Jones also served on the board of Canpotex Limited (a Canadian exporter of potash) from June 2018 to December 2019, where she also served as Chair of the Board from June 2019 to December 2019.
Ms. Jones was named the Osler Purdy Crawford Deal Maker of the Year 2017 at the Canadian General Counsel Awards for her role in the merger of Agrium and Potash Corporation of Saskatchewan. She has served on the United Way and the Canadian Bar Association.
Ms. Jones holds a Bachelor of Arts Degree in Political Science and Hispanic Studies from the University of Victoria as well as a Bachelor of Laws Degree from the University of Ottawa. She also earned a Leadership Diploma from the University of Oxford and holds a Director Certificate from Harvard University.
 
 
Not Independent
Skills and experience
Governance
Government & regulatory
Human resources & compensation
Operations/health, safety & environment
Strategy & leading growth
At-risk investment
$0
 
 
 
 
 
 
 
 
Annual general meeting voting results
Votes in favour
Votes withheld
 
 
2019
 
 
2018
 
 
2017
 
 
Other public company boards and date
Stock exchange
Board committees
 
 
 
 
TC Energy securities held
2020
2019
Meets share ownership requirements
 
 
Shares
If appointed, Ms. Jones will have until May 1, 2025 to meet the requirements.
 
 
DSUs
 
 
As a non-independent director, Ms. Jones will not be eligible to serve on the Audit, Governance or Human Resources Committees of TC Energy. For more information, see Board Characteristics - Independence.

16
TC Energy Management information circular 2020
 


 
 
Randy Limbacher
AGE 61, HOUSTON, TX, U.S.A. | DIRECTOR SINCE 2018
 
 
 
 
 
Mr. Limbacher is the Chief Executive Officer of Meridian Energy, LLC (oil and gas, exploration and production advisory firm) and the Executive Vice-President of Strategy of Alta Mesa Resources, Inc. (oil and gas, exploration and production). He also serves on the board of directors for CARBO Ceramics Inc.
Mr. Limbacher was the President and Chief Executive Officer of Samson Resources Corporation (oil and gas, exploration and production) from April 2013 to December 2015, and then served as Vice-Chairman until March 2017. He has also served as Chairman, President and Chief Executive Officer of Rosetta Resources, Inc. (oil and gas) from November 2007 to February 2013.
Prior to that, Mr. Limbacher held the position of Executive Vice-President, Western Hemisphere for ConocoPhillips Co. (oil and gas) from 2006 to 2007. He has also spent over 20 years with Burlington Resources, Inc. (oil and gas) where he served as Executive Vice-President and Chief Operating Officer from 2002 until it was acquired by ConocoPhillips Co. in 2006. He was elected to the Board of Burlington Resources in 2004.
Mr. Limbacher holds a Bachelor of Science degree from Louisiana State University. He is a general partner of R&C Hidden Springs Ranch Ltd. (farm management services) and is a member of the Society of Petroleum Engineers.
 
Independent
Skills and experience
CEO
Operations/health, safety & environment
Risk management
Strategy & leading growth
Upstream oil & gas
At-risk investment
$334,575
TC Energy
Board/committees
2019 meeting attendance
Board of Directors
8/8 meetings
(100%)
Audit committee
5/5 meetings
(100%)
Health, Safety, Sustainability & Environment committee
4/4 meetings
(100%)
 
 
 
 
 
 
 
Annual general meeting voting results
Votes in favour
Votes withheld
 
 
2019
598,109,048 (99.69%)
1,877,531 (0.31%)
 
 
2018
 
 
2017
 
 
Other public company boards and date
Stock exchange
Board committees
 
 
CARBO Ceramics Inc. (manufacturing)
(since July 2007)
NYSE
Audit
Compensation
Nominating and Corporate Governance
 
 
TC Energy securities held
2020
2019
Meets share ownership requirements
 
 
Shares
Mr. Limbacher has until June 13, 2023 to meet the requirements.
 
 
DSUs
4,500
1,828
 
 
On September 11, 2019, Alta Mesa Resources (Alta Mesa) and six affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas. Mr. Limbacher has been the Executive Vice-President of Strategy for Alta Mesa since September 2019, and was Interim President of Alta Mesa from January 2019 to September 2019.

Samson Resources (Samson) filed a plan of reorganization in Delaware Bankruptcy Court in September 2015.  Mr. Limbacher was the Chief Executive Officer of Samson from 2013 through 2015 and remained a director of Samson until it emerged from bankruptcy in March 2017.

 
TC Energy Management information circular 2020
17


 
 
John E. Lowe
AGE 61, HOUSTON, TX, U.S.A. | DIRECTOR SINCE 2015
 
 
 
 
 
Mr. Lowe is the non-executive Chair of Apache Corporation’s (oil and gas) board of directors. He also currently serves on the board of directors for Phillips 66 Company and has been a Senior Executive Adviser at Tudor, Pickering, Holt & Co. LLC (energy investment and merchant banking) since September 2012.
Mr. Lowe has previously served as a director of Agrium Inc. (agricultural) from May 2010 to August 2015, DCP Midstream LLC (oil and gas, exploration and production) and its wholly-owned subsidiary, DCP Midstream GP, LLC, the general partner of DCP Midstream Partners, LP, from October 2008 to April 2012 and Chevron Phillips Chemical Co. LLC (oil and gas refining) from October 2008 to January 2011. He also held various executive and management positions with ConocoPhillips Co. for more than 25 years, including Assistant to the Chief Executive Officer of ConocoPhillips Co., Executive Vice-President of Exploration & Production and Executive Vice-President of Commercial.
Mr. Lowe is on the Board of Advisors of the Kelce College of Business at Pittsburg State University. He has also previously served on the Texas Children’s Hospital West Campus Advisory Council and is a former director of the National Association of Manufacturers.
Mr. Lowe holds a Bachelor of Science degree in Finance and Accounting from Pittsburg State University in Pittsburg, Kansas and is a Certified Public Accountant (inactive).

 
 
Independent
Skills and experience
Accounting/audit
Capital markets
Energy, midstream & transportation
Mergers & acquisitions
Upstream oil & gas
At-risk investment
$2,826,415
TC Energy
Board/committees
2019 meeting attendance
Board of Directors
8/8 meetings
(100%)
Audit committee (Chair)
5/5 meetings
(100%)
Health, Safety, Sustainability & Environment committee
4/4 meetings
(100%)
 
 
 
 
 
 
 
 
Annual general meeting voting results
Votes in favour
Votes withheld
 
 
2019
596,309,489 (99.38%)
3,690,612 (0.62%)
 
 
2018
554,450,991 (99.50%)
2,767,011 (0.50%)
 
 
2017
491,289,678 (99.79%)
1,044,280 (0.21%)
 
 
Other public company boards and date
Stock exchange
Board committees
 
 
Apache Corporation (oil and gas)
(since July 2013)
NYSE
Non-executive Chairman
 
 
Phillips 66 Company (oil and gas)
(since May 2012)
NYSE
Public Policy (Chair)
Audit
 
 
TC Energy securities held
2020
2019
Meets share ownership requirements
 
 
Shares
20,000
20,000
Yes
 
 
DSUs
18,015
14,752
 
 
 

18
TC Energy Management information circular 2020
 


 
 
David MacNaughton
AGE 71, TORONTO, ON, CANADA
 
 
 
 
 
Mr. MacNaughton is the President of Palantir Canada, a subsidiary of Palantir Technologies, Inc. (data integration and analytics software) since September 2019.
Mr. MacNaughton has held various positions with both the federal and provincial levels of government, including serving as Canada’s Ambassador to the United States from March 2016 to August 2019. He also served as Principal Secretary to the Premier of Ontario from 2003 to 2005.
Previously, he was the Chairman of StrategyCorp (public affairs consulting) from June 2005 to March 2016. He was also the Chairman of Aereus Technologies Inc. (manufacturing) from 2014 to 2016. He has served on the boards of the North York General Hospital, the Stratford Festival, the National Ski Academy, TV Ontario, the Toronto French School and the Toronto International Film Festival.
Mr. MacNaughton holds a Bachelor of Arts Degree from the University of New Brunswick.
 
 
Independent
Skills and experience
Capital markets
Governance
Government & regulatory
Mergers & acquisitions
Strategy & leading growth
At-risk investment
$0
 
 
 
 
 
 
 
 
Annual general meeting voting results
Votes in favour
Votes withheld
 
 
2019
 
 
2018
 
 
2017
 
 
Other public company boards and date
Stock exchange
Board committees
 
 
 
 
TC Energy securities held
2020
2019
Meets share ownership requirements
 
 
Shares
If appointed,
Mr. MacNaughton will have until May 1, 2025 to meet the requirements.
 
 
DSUs
 
 
 
 
 
 
 
 

 
TC Energy Management information circular 2020
19


 
 
Una Power
AGE 55, VANCOUVER, BC, CANADA | DIRECTOR SINCE 2019
 
 
 
 
 
Ms. Power is a corporate director and currently serves on the boards of The Bank of Nova Scotia and Teck Resources Limited (diversified mining company). She previously served as a director of Kinross Gold Corporation (gold producer) from April 2013 to May 2019.
Ms. Power was the Chief Financial Officer of Nexen Energy ULC (Nexen) from February 2013 to March 2016, a former publicly traded energy company that is now a wholly-owned subsidiary of CNOOC Limited. During her 24-year career with Nexen, Ms. Power held various executive positions with responsibility for financial and risk management, strategic planning and budgeting, business development, energy marketing and trading, information technology and capital investment.
Ms. Power holds a Bachelor of Commerce (Honours) degree from Memorial University and holds Chartered Professional Accountant, Chartered Accountant and Chartered Financial Analyst designations. She has completed executive development programs at Wharton Business School and INSEAD.
 
Independent
Skills and experience
Accounting/audit
Capital markets
Mergers & acquisitions
Operations/health, safety & environment
Upstream oil & gas
At-risk investment
$180,671
TC Energy
Board/committees
2019 meeting attendance
Board of Directors
7/7 meetings
(100%)
Audit committee
4/4 meetings
(100%)
Health, Safety, Sustainability & Environment committee
2/2 meetings
(100%)

 
 
 
 
 
 
 
Annual general meeting voting results
Votes in favour
Votes withheld
 
 
2019
598,076,424 (99.68%)
1,923,677 (0.32%)
 
 
2018
 
 
2017
 
 
Other public company boards and date
Stock exchange
Board committees
 
 
The Bank of Nova Scotia (chartered bank)
(since April 2016)
TSX, NYSE
Audit and Conduct Review (Chair)
Human Resources
 
 
Teck Resources Limited (diversified mining company) (since April 2017)
TSX, NYSE
Audit
Compensation
 
 
TC Energy securities held
2020
2019
Meets share ownership requirements
 
 
Shares
Ms. Power has until
May 3, 2024 to meet the requirements.
 
 
DSUs
2,430
 
 
 

20
TC Energy Management information circular 2020
 


 
 
Mary Pat Salomone
AGE 59, NAPLES, FL, U.S.A. | DIRECTOR SINCE 2013
 
 
 
 
 
Ms. Salomone is a corporate director. She currently serves on the board of directors of Herc Rentals and Intertape Polymer Group. Ms. Salomone was the Senior Vice-President and Chief Operating Officer of The Babcock & Wilcox Company (B&W) (energy infrastructure) from January 2010 to June 30, 2013. Prior to that, she served as Manager of Business Development from 2009 to 2010 and Manager of Strategic Acquisitions from 2008 to 2009 for Babcock & Wilcox Nuclear Operations Group, Inc. From 1998 through December 2007, Ms. Salomone served as an officer of Marine Mechanical Corporation, which B&W acquired in 2007, including her term as President and Chief Executive Officer from 2001 through 2007. Ms. Salomone served as a trustee of the Youngstown State University Foundation from 2013 through 2019.
Ms. Salomone previously served on the board of directors of United States Enrichment Corporation (basic materials, nuclear) from December 2011 to October 2012 and on the Naval Submarine League from 2007 to 2013. She was formerly a member of the Governor’s Workforce Policy Advisory Board in Ohio and the Ohio Employee Ownership Center, and served on the board of Cleveland’s Manufacturing Advocacy & Growth Network.
Ms. Salomone has a Bachelor of Engineering in Civil Engineering from Youngstown State University and a Master of Business Administration from Baldwin Wallace College. She completed the Advanced Management Program at Duke University’s Fuqua School of Business in 2011.

 
 
Independent
Skills and experience
Electric power
Governance
Human resources & compensation
Major projects
Operations/health, safety & environment
At-risk investment
$1,856,668
TC Energy
Board/committees
2019 meeting attendance
Board of Directors
7/8 meetings
(88%)
Governance committee
4/4 meetings
(100%)
Health, Safety, Sustainability & Environment committee (Chair)
4/4 meetings
(100%)
 
 
 
 
 
 
 
 
Annual general meeting voting results
Votes in favour
Votes withheld
 
 
2019
598,073,376 (99.68%)
1,926,945 (0.32%)
 
 
2018
555,059,177 (99.61%)
2,158,825 (0.39%)
 
 
2017
490,611,527 (99.65%)
1,730,918 (0.35%)
 
 
Other public company boards and date
Stock exchange
Board committees
 
 
Herc Rentals (rental equipment)
(since July 2016)
NYSE
Compensation
Nominating & Governance
 
 
Intertape Polymer Group (manufacturing)
(since November 2015)
TSX
Audit
Compensation
 
 
TC Energy securities held
2020
2019
Meets share ownership requirements
 
 
Shares
3,000
3,000
Yes
 
 
DSUs
21,972
18,537
 
 
 

 
TC Energy Management information circular 2020
21


 
 
Indira V. Samarasekera
AGE 67, VANCOUVER, BC, CANADA | DIRECTOR SINCE 2016
 
 
 
 
 
Dr. Samarasekera is currently a senior advisor for Bennett Jones LLP (law firm) and serves on the boards of The Bank of Nova Scotia, Magna International Inc. and Stelco Holdings Inc. She also currently serves on the selection panel for Canada’s outstanding chief executive officer of the year, is a member of the TriLateral Commission and is a Fellow of the Royal Society of Canada.
Dr. Samarasekera is internationally recognized as one of Canada’s leading metallurgical engineers for her groundbreaking work on steel process engineering and she was the first incumbent of the Dofasco Chair in Advanced Steel Processing at the University of British Columbia. From 2005 to 2015, she served as President of the University of Alberta. Prior to that, she was elected to the National Academy of Engineering in the U.S. She has also served as the chair of the Worldwide Universities Network and has served on several boards and committees including the Asia-Pacific Foundation, the Rideau Hall Foundation, the Prime Minister’s Advisory Committee for Renewal of the Public Service, a Presidential Visiting Committee at the Massachusetts Institute of Technology and Canada’s Science, Technology, Innovation Council.
Dr. Samarasekera has received honorary degrees from the Universities of Alberta, British Columbia, Toronto, Waterloo, Montréal, Western and Queen's in Canada, and Queen’s University in Belfast, Northern Ireland, U.K. She received the Peter Lougheed Leadership Award from the Public Policy Forum in Canada in 2012 and was awarded the Order of Canada in 2002. Dr. Samarasekera was also granted a PhD in metallurgical engineering from the University of British Columbia in 1980 and, as a Hays Fulbright Scholar, she earned a Master of Science from the University of California in 1976.
 
 
Independent
Skills and experience
CEO
Governance
Government & regulatory
Human resources & compensation
Strategy & leading growth
At-risk investment
$1,213,764
TC Energy
Board/committees
2019 meeting attendance
Board of Directors
8/8 meetings
(100%)
Audit committee
5/5 meetings
(100%)
Human Resources committee
3/3 meetings
(100%)
 
 
 
 
 
 
 
 
Annual general meeting voting results
Votes in favour
Votes withheld
 
 
2019
570,306,476 (95.05%)
29,693,868 (4.95%)
 
 
2018
555,355,807 (99.67%)
1,860,882 (0.33%)
 
 
2017
491,121,319 (99.75%)
1,218,760 (0.25%)
 
 
Other public company boards and date
Stock exchange
Board committees
 
 
The Bank of Nova Scotia (chartered bank)
(since May 2008)
TSX, NYSE
Corporate Governance
Human Resources
 
 
Magna International Inc. (manufacturing, automotive parts) (since May 2014)
TSX, NYSE
Corporate Governance and Nominating
 
 
Stelco Holdings Inc. (manufacturing)
(since May 2018)
TSX
Environment, Health & Safety
 
 
TC Energy securities held
2020
2019
Meets share ownership requirements
 
 
Shares
Yes
 
 
DSUs
16,325
11,969
 
 
 
 
 
 

22
TC Energy Management information circular 2020
 


 
 
D. Michael G. Stewart
AGE 68, CALGARY, AB, CANADA | DIRECTOR SINCE 2006
 
 
 
 
 
Mr. Stewart is a corporate director. He was a director of Pengrowth Energy Corporation (oil and gas, exploration and production) from December 2010 to January 2020, CES Energy Solutions Corp. (oilfield services) from January 2010 to June 2019, Northpoint Resources Ltd. (oil and gas, exploration and production) from July 2013 to February 2015, C&C Energia Ltd. (oil and gas) from May 2010 to December 2012, Orleans Energy Ltd. from October 2008 to December 2010, Pengrowth Corporation (administrator of Pengrowth Energy Trust) from October 2006 to December 2010, Canadian Energy Services Inc. (general partner of Canadian Energy Services L.P.) from January 2006 to December 2009, Chairman and trustee of Esprit Energy Trust from August 2004 to October 2006, Creststreet Power & Income General Partner Limited (general partner of Creststreet Power & Income Fund L.P.) from December 2003 to February 2006.
Mr. Stewart held a number of senior executive positions with Westcoast Energy Inc. from September 1993 to March 2002, including Executive Vice-President, Business Development.
He has been active in the Canadian energy industry for over 40 years, and is a member of the Institute of Corporate Directors and the Association of Professional Engineers and Geoscientists of Alberta (non-practicing).
Mr. Stewart holds a Bachelor of Science (Geological Sciences) with First Class Honours from Queen’s University.

 
 
Independent
Skills and experience
Energy, midstream & transportation
Major projects
Operations/health, safety & environment
Risk management
Upstream oil & gas
At-risk investment
$4,558,696
TC Energy
Board/committees
2019 meeting attendance
Board of Directors
8/8 meetings
(100%)
Governance committee (Chair)
4/4 meetings
(100%)
Health, Safety, Sustainability & Environment Committee
2/2 meetings
(100%)
Human Resources
2/2 meetings
(100%)
 
 
 
 
 
 
 
 
Annual general meeting voting results
Votes in favour
Votes withheld
 
 
2019
592,814,246 (98.80%)
7,186,075 (1.20%)
 
 
2018
556,082,270 (99.80%)
1,135,731 (0.20%)
 
 
2017
490,975,180 (99.72%)
1,358,778 (0.28%)
 
 
Other public company boards and date
Stock exchange
Board committees
 
 
 
 
TC Energy securities held
2020
2019
Meets share ownership requirements
 
 
Shares
19,067
18,188
Yes
 
 
DSUs
42,247
38,522
 
 
 

 
TC Energy Management information circular 2020
23


 
 
Siim A. Vanaselja
AGE 63, TORONTO, ON, CANADA | BOARD CHAIR | DIRECTOR SINCE 2014
 
 
 
 
 
Mr. Vanaselja is a corporate director. He is currently the Chair of the Board of TC Energy. He also serves on the board of directors of Great-West Lifeco Inc., Power Financial Corporation and RioCan Real Estate Investment Trust.
Mr. Vanaselja was the Executive Vice-President and Chief Financial Officer of BCE Inc. and Bell Canada (telecommunications and media) from January 2001 to June 2015. Prior to joining BCE Inc., he was a partner at the accounting firm KPMG Canada in Toronto.
Mr. Vanaselja previously served as a member of the Conference Board of Canada’s National Council of Financial Executives, the Corporate Executive Board’s working council for Chief Financial Officers and Moody’s Council of Chief Financial Officers. During the period of the 2008 global financial crisis, he was a member of the Minister of Finance’s Special Advisory Committee to address the continued functioning of financial and credit markets in Canada.
He is a member of the Institute of Corporate Directors and a fellow of the Chartered Professional Accountants of Ontario. He holds an Honours Bachelor of Business degree from the Schulich School of Business. His community involvement has included work with Big Brothers Big Sisters of Toronto, St. Mary’s Hospital, the Heart and Stroke Foundation of Québec and the annual Walk for Kids Help Phone.
 
 
Independent
Skills and experience
Accounting/audit
Capital markets
Mergers & acquisitions
Risk management
Strategy & leading growth
At-risk investment
$3,896,460

TC Energy
Board/committees
2019 meeting attendance
Board of Directors (Chair)
8/8 meetings
(100%)
Governance committee
4/4 meetings
(100%)
Human Resources committee
3/3 meetings
(100%)
 
 
 
 
 
 
 
 
Annual general meeting voting results
Votes in favour
Votes withheld
 
 
2019
530,911,086 (88.49%)
69,089,235 (11.51%)
 
 
2018
554,477,504 (99.51%)
2,740,498 (0.49%)
 
 
2017
460,603,007 (93.55%)
31,739,438 (6.45%)
 
 
Other public company boards and date
Stock exchange
Board committees
 
 
Great-West Lifeco Inc. (financial services)
(since May 2014)
TSX
Audit
Risk
Investment
Executive
 
 
Power Financial Corporation (financial services) (since May 2018)
TSX
Audit
 
 
RioCan Real Estate Investment Trust (real estate) (since May 2017)
TSX
Audit
Human Resources
 
 
TC Energy securities held
2020
2019
Meets share ownership requirements
 
 
Shares
12,000
12,000
Yes
 
 
DSUs
40,407
31,108
 
 
 
 
 
 

24
TC Energy Management information circular 2020
 


 
 
Thierry Vandal
AGE 59, MAMARONECK, NY, U.S.A | DIRECTOR SINCE 2017
 
 
 
 
 
Mr. Vandal is the President of Axium Infrastructure U.S., Inc. (independent infrastructure fund management firm) and currently serves on the board of directors for Axium Infrastructure Inc. (infrastructure fund management) and The Royal Bank of Canada. He also serves on the international advisory boards of École des Hautes Etudes Commerciales (HEC) Montréal and McGill University.
Mr. Vandal previously served as President and Chief Executive Officer for Hydro-Québec (electric utility) from 2005 to May 2015. He has also served as a director for HEC Montréal from 2006 to October 2017, director for Veresen Inc. (energy infrastructure) from 2015 to July 2017, Chairman of BioFuelNet Canada (biofuels industry) from 2013 to 2015, Chairman of the Conference Board of Canada from 2009 to 2010 and was a McGill University Governor from 2006 to 2017 as well as Chair of its Finance Committee from 2010 to 2017.
Mr. Vandal holds a Bachelor of Engineering degree from École Polytechnique de Montréal and a Master of Business Administration in finance from HEC Montréal. In 2012, he was named Canadian Energy Person of the Year by the Canadian Energy Council. He was also awarded an honorary doctorate by the Université de Montréal in 2007.

 
 
Independent
Skills and experience
CEO
Electric power
Energy, midstream & transportation
Government & regulatory
Major projects
At-risk investment
$944,617
TC Energy
Board/committees
2019 meeting attendance
Board of Directors
8/8 meetings
(100%)
Audit committee
5/5 meetings
(100%)
Health, Safety, Sustainability & Environment committee
4/4 meetings
(100%)
 
 
 
 
 
 
 
 
Annual general meeting voting results
Votes in favour
Votes withheld
 
 
2019
598,682,200 (99.78%)
1,317,939 (0.22%)
 
 
2018
556,161,094 (99.81%)
1,056,908 (0.19%)
 
 
2017
 
 
Other public company boards and date
Stock exchange
Board committees
 
 
The Royal Bank of Canada (chartered bank)
(since August 2015)
TSX, NYSE
Audit
Human Resources
 
 
TC Energy securities held
2020
2019
Meets share ownership requirements
 
 
Shares
269
269
Yes
 
 
DSUs
12,436
7,064
 
 
 

 
TC Energy Management information circular 2020
25


 
 
Steven W. Williams
AGE 64, CALGARY, AB, CANADA | DIRECTOR SINCE 2019
 
 
 
 
 
Mr. Williams is a corporate director. Prior to his retirement from Suncor Energy Inc. (oil and gas, refining), he held the position of Chief Executive Officer (from November 2018 to May 2019) and prior to that, President and Chief Executive Officer and Director, since May 2012. He also serves on the board of directors of Alcoa Corporation (aluminum manufacturing) and is a former Board member of the Business Council of Canada.
Mr. Williams has also held the positions of President and Chief Operating Officer from December 2011 to April 2012, Chief Operating Officer from April 2007 to November 2011, Executive Vice-President, Oilsands from July 2003 to March 2007 and Executive Vice-President, Corporate Development and Chief Financial Officer from May 2002 to June 2003 with Suncor Energy Inc.
Mr. Williams has more than 40 years of international energy industry experience and is an active supporter of not-for-profit organizations. In 2005 he was appointed to the National Round Table on the Environment and the Economy by the Prime Minister of Canada. He has also been a member of the advisory board of Canada’s Ecofiscal Commission since its inception. In addition, he is one of 12 founding Chief Executive Officers of Canada’s Oil Sands Innovation Alliance and attended the 2015 United Nations Climate Change Conference in Paris, France as an official member of the Government of Canada delegation.
Mr. Williams holds a Bachelor of Science Degree (Honours) in chemical engineering from Exeter University and is a Fellow of the Institution of Chemical Engineers. He is also a graduate of the business economics program at Oxford University and the advanced management program at Harvard Business School.
 
 
Independent
Skills and experience
CEO
Major projects
Operations/health, safety & environment
Strategy & leading growth
Upstream oil & gas
At-risk investment
$398,813
TC Energy
Board/committees
2019 meeting attendance
Board of Directors
7/7 meetings
(100%)
Governance committee
2/2 meetings
(100%)
Human Resources committee
2/2 meetings
(100%)
 
 
 
 
 
 
 
 
Annual general meeting voting results
Votes in favour
Votes withheld
 
 
2019
598,849,566 (99.81%)
1,150,778 (0.19%)
 
 
2018
 
 
2017
 
 
Other public company boards and date
Stock exchange
Board committees
 
 
Alcoa Corporation (aluminum)
(since May 2016)
NYSE
Governance & Nomination
Compensation & Benefits
Executive Committee
 
 
TC Energy securities held
2020
2019
Meets share ownership requirements
 
 
Shares
3,000
3,000
Mr. Williams has until May 3, 2024 to meet the requirements.
 
 
DSUs
2,364
 
 
 

26
TC Energy Management information circular 2020
 


SERVING TOGETHER ON OTHER BOARDS
While the Board does not prohibit directors having common membership on other boards, the Board reviews potential common membership on other boards as they arise to determine whether it affects the ability of those directors to exercise independent judgment as members of TC Energy's Board.
Currently, there is one board interlock, as Ms. Power and Dr. Samarasekera are both directors of The Bank of Nova Scotia. The Board has determined that this will not affect the ability of either Ms. Power or Dr. Samarasekera to exercise independent judgement.
We also place limits on the number of public company boards that our directors may serve on. See Governance - Serving on other boards.
MEETING ATTENDANCE
We expect our directors to demonstrate a strong commitment to their roles and responsibilities while serving on our Board. The table below shows each directors’ 2019 attendance record, which averaged 95 per cent for all Board and committee meetings. The Board also held three strategic issues sessions and a strategic planning meeting over two days in 2019.
 
 
Board committees
 
 
Board of
directors
 
Audit
Governance
Health,
Safety, Sustainability & Environment
Human
Resources
 
Overall
attendance
 
#
%
 
#
%
#
%
#
%
#
%
 
%
Kevin E. Benson
2/2
100
 

2/2
100
1/1
100
 
100
Stėphan Crėtier
7/8
88
 
4/5
80
 
 
3/4
75
 
80
Russell K. Girling
8/8
100
 
4/4
100
3/3
100
 
100
S. Barry Jackson
8/8
100
 
2/2
100
2/2
100
3/3
100
 
100
Randy Limbacher
8/8
100
 
5/5
100
4/4
100
 
100
John E. Lowe
8/8
100
 
5/5
100
4/4
100
 
100
Una Power
7/7
100
 
4/4
100
2/2
100
 
100
Paula Rosput Reynolds
1/2
50
 
1/2
50
1/1
100
 
60
Mary Pat Salomone
7/8
88
 
4/4
100
4/4
100
 
93
Indira Samarasekera
8/8
100
 
5/5
100
3/3
100
 
100
D. Michael G. Stewart
8/8
100
 
4/4
100
2/2
100
2/2
100
 
100
Siim A. Vanaselja
8/8
100
 
4/4
100
3/3
100
 
100
Thierry Vandal
8/8
100
 
5/5
100
4/4
100
 
100
Steven W. Williams
7/7
100
 
2/2
100
2/2
100
 
100
Notes
Mr. Girling is not a member of any committees, but is invited to attend committee meetings as required.
Mr. Jackson was a member of the Audit committee until May 3, 2019 when he became a member of the Governance committee.
Mr. Stewart was a member of the Health, Safety, Sustainability & Environment committee until May 3, 2019 when he became a member of the Human Resources committee.
On May 3, 2019, Ms. Power and Mr. Williams were elected as directors and were subsequently appointed as members of the Audit, Health, Safety, Sustainability & Environment committees and Governance and Human Resources committees, respectively.
Mr. Benson and Ms. Reynolds retired from the Board on May 3, 2019.

 
TC Energy Management information circular 2020
27


Governance
We believe that strong governance improves corporate performance and benefits all stakeholders.
This section discusses our approach to governance and describes our Board and how it works.
About our governance practices
Our Board and management are committed to the highest standards of ethical conduct and corporate governance.
TC Energy is a public company listed on the TSX and the NYSE, and we recognize and respect rules and regulations in both Canada and the U.S.
Our corporate governance practices comply with the Canadian governance guidelines, which include the governance rules of the Canada Business Corporations Act, TSX and Canadian Securities Administrators (CSA):
National Instrument 52-110, Audit Committees (NI 52-110)
National Policy 58-201, Corporate Governance Guidelines
National Instrument 58-101, Disclosure of Corporate Governance Practice (NI 58-101).

 
 
 
 
 
 
 
 
 
WHERE TO FIND IT
 
 
 
 
 
 
 
 
 
 
>
About our governance practices
 
 
 
 
Board characteristics
 
 
 
 
Governance philosophy
 
 
 
 
 
 
 
 
Role and responsibilities of
the Board
 
 
 
 
Orientation and education
 
 
 
 
Board effectiveness and director assessment
 
 
 
 
Engagement
 
 
 
 
Communicating with the Board
 
 
 
 
Shareholder proposals
 
 
 
 
Advance notice bylaw
 
 
 
 
Sustainability
 
 
 
 
Board committees
 
 
 
 
 
 
 
 
We also comply with the governance listing standards of the NYSE and the governance rules of the U.S. Securities and Exchange Commission (SEC) that apply, in each case, to foreign private issuers.
Our governance practices comply with the NYSE standards for U.S. companies in all significant respects, except as summarized on our website (www.tcenergy.com). As a non-U.S. company, we are not required to comply with most of the governance listing standards of the NYSE. As a foreign private issuer, however, we must disclose how our governance practices differ from those followed by U.S. companies that are subject to the NYSE standards.
We benchmark our policies and procedures against major North American companies to assess our standards and we adopt best practices as appropriate. Some of our best practices are derived from the NYSE rules and comply with applicable rules adopted by the SEC to meet the requirements of the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank).

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TC Energy Management information circular 2020
 


BOARD CHARACTERISTICS
Our Board and its members exemplify strong principles of corporate governance:
an independent, non-executive Chair,
knowledgeable, diverse and experienced directors who ensure that we promote ethical behaviour throughout TC Energy,
qualified directors who can make a meaningful contribution to the Board, the development of our strategy and business, and oversight of our risk management processes,
significant share ownership requirements to align the directors’ interests with those of our shareholders,
annual assessments of Board, Chair, committee and director effectiveness, and
an effective board size.
In 2019, all directors except for our CEO were independent. Assuming all the director nominees are elected, 12 of 14, or 86 per cent of our directors will be independent.
Size and composition
TC Energy's articles state that the Board must have a minimum of eight and a maximum of 15 directors. The Board has determined that 14 directors will be elected this year at the annual meeting. The Board believes this size is appropriate based on the scope of our business, the skills and experience of the nominated directors and the four standing committees, and to achieve effective decision making. It believes that all of the nominated directors are well qualified to serve on the Board.
We believe our Board must consist of qualified, diverse and knowledgeable directors, and include directors with direct experience in the oil and gas, pipelines and energy sectors.

 
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29


Board diversity
TC Energy has long been committed to promoting diversity on our Board. In 1999, we revised our Corporate governance guidelines to include a variety of diversity criteria for Board membership. Under these guidelines, when selecting new members for nomination to the Board, the Governance committee takes fully into account the desirability of maintaining a balanced diversity of backgrounds, skills and experience, and personal characteristics such as age, gender and the geographic residence of directors.
In addition to our Corporate governance guidelines, in February 2018, as a further commitment to promoting Board diversity, the Board adopted and endorsed a Board diversity policy, which relates to the identification and nomination of directors generally. The objective of the policy is to increase Board diversity by seeking qualified director nominees, while considering diversity criteria. The diversity criteria includes skills, expertise, industry experience and personal characteristics such as age, gender, ethnicity and other distinctions of potential director nominees.
More specifically, in seeking suitable director nominee candidates, the Governance committee will:
consider all aspects of diversity,
assess the skills and backgrounds collectively represented on the Board to ensure that they reflect the diverse nature of the business environment in which we operate,
consider candidates on merit against objective criteria having due regard to the benefits of diversity on the Board, and
at their discretion, engage qualified independent external advisors to identify and assess candidates that meet the Board’s skills and diversity criteria.
Pursuant to the Board diversity policy, the Board committed to an aspirational target for the Board to be comprised of at least 30 per cent women by the end of 2020.
In addition, each year, the Governance committee will:
assess the effectiveness of the Board diversity policy,
monitor and review our progress in achieving the aspirational target for gender diversity,
monitor the implementation of the Board diversity policy, and
report to the Board and recommend any revisions that may be necessary.
TC Energy does not have term limits for directors, but does have a retirement policy to encourage Board renewal, as discussed under Governance - Board Effectiveness and Director Assessment - Director tenure, on pages 50 and 51.

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TC Energy Management information circular 2020
 


Women on the Board
Currently, three of 12, or 25 per cent of the Board is composed of women. After the annual meeting, if all the nominated directors are elected, four of 14, or approximately 29 per cent of the Board will be composed of women, which will substantially meet our aspirational target of 30 per cent women on the Board by the end of 2020. The Governance committee remains committed to the objectives of our Board diversity policy.
2018
2019
2020
Board composition / Men (10) / Women (3)
Board composition / Men (9) / Women (3)
Board composition / Men (10) / Women (4)
Women on the Board - Actual 2018 (23%), 2019 (25%), 2020 (29%). Goal - End of 2020 (30%)
Other Designated Groups on the Board
Currently, one of 12 or 8.3 per cent of the Board is composed of members of visible minorities. There are no persons with disabilities or Aboriginal peoples currently serving on the Board. After the annual meeting, if all the nominated directors are elected, one of 14, or 7 per cent of the Board will be composed of members of visible minorities, zero of 14, or zero per cent of the Board will be composed of Aboriginal peoples and zero of 14, or zero per cent of the Board will be composed of persons with disabilities.
Although we do not have specific targets regarding Board membership for each of the above noted groups, we believe that our Board diversity policy and Corporate governance guidelines, sufficiently encourage our Governance committee to consider the current number of Aboriginal peoples, members of visible minorities and persons with disabilities when selecting director candidates.

 
TC Energy Management information circular 2020
31


Independence
An independent board is a fundamental principle of governance. We believe that the majority of our directors are independent in accordance with applicable Canadian legal requirements and guidelines, and consistent with the applicable independence criteria of the regulations of the SEC and rules of the NYSE.
The Governance committee and the Board review the independence of each Board member and nominated director against these criteria once a year. The Governance committee also reviews family relationships and associations with companies that have relationships with TC Energy when it reviews director independence.
The Board has determined that 12 of 14 or 86 per cent of the nominated directors are independent. Mr. Girling is not independent because of his role as President and CEO. Ms. Jones is not considered independent because she served as an executive officer of Nutrien until December 31, 2019 and Mr. Girling was appointed to Nutrien’s compensation committee in May 2019. As a result of this overlap, Ms. Jones will not be eligible to serve on the Audit committee, Governance committee or Human Resources committee of the Board until she is deemed independent. Pursuant to applicable securities laws, Ms. Jones will be deemed non-independent until the earlier of: (i) such time as the overlap no longer exists; and (ii) December 31, 2022. The Governance committee has determined that Ms. Jones’ skills and experience would complement the Board’s current structure and provide significant value, despite her being deemed non-independent. 
Other than as described above, none of the directors have a direct or indirect material relationship with TC Energy that could reasonably be expected to interfere with the exercise of his or her independent judgment.
Independent Chair
The Chair is appointed by the Board, and serves in a non-executive capacity. We have had separate Chair and CEO positions since our incorporation in 2003 and at our predecessor company since 1994. Mr. Vanaselja has served as the independent non-executive Chair since May 5, 2017.
Independent advice
The Board and each of its four standing committees can retain independent advisors to assist in carrying out their duties and responsibilities.

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TC Energy Management information circular 2020
 


Serving on other boards
To ensure we do not have overboarding or interlocking relationships that would conflict with a director’s independence or interfere with fulfilling their Board duties and responsibilities, we have the following policy:
outside directors may not serve on more than four public company boards in total,
the CEO may not serve on more than two public company boards in total (including TC Energy), and
Audit committee members may not serve on more than three audit committees in total.
Currently, all of our directors meet our overboarding policy requirements.
We discuss the time commitment and duties and responsibilities with every candidate so they have a full understanding of the role and our expectations of directors. The Governance committee monitors director relationships to ensure their business associations do not hinder their role as a TC Energy director or Board performance overall.
The Board believes that it is important for it to be composed of qualified and knowledgeable directors. As a result, due to the specialized nature of the energy infrastructure business, some of the nominated directors are associated with or sit on the boards of companies that ship natural gas or liquids through our pipeline systems. Transmission services on most of TC Energy’s pipeline systems in Canada and the U.S. are subject to regulation and, accordingly, we generally cannot deny transportation services to a creditworthy shipper. As discussed in Conflicts of interest and Related Party Transactions, the Governance committee monitors relationships among directors to ensure that business associations do not affect the Board’s performance.
See the director profiles starting on page 13 for the other public company boards each nominated director serves on.
Independent of management
Our Corporate governance guidelines stipulate that the Board must meet at the end of each Board meeting, in-camera, without management present. In 2019, the independent directors met separately before and at the end of every regularly scheduled Board meeting.
Our Board has adopted the policy of holding in-camera sessions at each meeting of its committees without management. Members of management meet with the independent directors upon request.

 
TC Energy Management information circular 2020
33


GOVERNANCE PHILOSOPHY
We believe that effective corporate governance improves corporate performance and benefits all shareholders and that honesty and integrity are vital to ensuring good corporate governance.
The Board has formally adopted the Corporate governance guidelines recommended by the Governance committee. These guidelines address the structure and composition of the Board and its committees, and clarify the responsibilities of the Board and management.
Ethical business conduct
Our Code of business ethics (the Code) incorporates principles of good conduct and ethical and responsible behaviour to guide our decisions and actions and the way we conduct business.
The Code applies to all employees, officers and directors as well as contract workers of TC Energy and its wholly-owned subsidiaries and operated entities in countries where we conduct business. All employees (including executive officers) and directors must certify their compliance with the Code.
Any unusual behaviour or suspected violations of the Code must be reported immediately. Employees can report a concern to their supervisor, Corporate compliance, Internal audit, their Compliance coordinator or to our Ethics help-line. The help-line allows anyone – employees, contractors, consultants, other stakeholders and the general public – to report a concern, confidentially and anonymously, about any perceived accounting irregularities, legal or ethical violations or other suspected breaches of the Code. The telephone number is published on our website and employee intranet, in other employee communications and in our Annual report. Our policy strictly prohibits reprisals or retaliation against anyone who files an ethics concern or complaint in good faith.
Internal audit handles most investigations, including any concerns about directors and senior management. Human resources professionals handle any concerns relating to human resource matters such as harassment.
The Audit committee monitors compliance with the Code and reports any significant violations to the Board. The Audit committee oversees the procedures for receiving and reviewing complaints and determining a course of action. It also oversees the operation of the ethics help-line as part of its responsibilities.
Any waiver of the Code for our executives and directors must be approved by the Board, or the appropriate committee. There were no such waivers or material departures from the Code in 2019.
The Code is posted on our website (www.tcenergy.com).
Conflicts of interest and related party transactions
The Code covers potential conflicts of interest and requires that all employees, officers, directors and contract workers of TC Energy avoid situations that may result in a potential conflict. In the event an employee, officer, director or contract worker finds themselves in a potential conflict situation, the Code stipulates that:
the conflict should be reported, and
the person should refrain from participation from any decision or action where there is a real or perceived conflict.
The Code also notes that employees and officers of TC Energy may not engage in outside business activities that are in conflict with or detrimental to the interests of TC Energy. The CEO and the executive leadership team must receive Governance committee consent for all outside business activities.
Under the Code, directors must also declare any material interest that he or she may have in a material contract or transaction and recuse himself or herself from related deliberations and approvals.
In addition to the Code, the directors and corporate officers of TC Energy are required to complete annual questionnaires disclosing any related party transactions. These questionnaires assist TC Energy in identifying and monitoring possible related party transactions.
There were no material conflicts of interests or related party transactions reported by the Board, CEO or the executive leadership team in 2019.

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TC Energy Management information circular 2020
 


Serving on other boards
The Board considers whether directors serving on the boards of, or acting as officers or in another similar capacity, for other entities including public and private companies, Crown corporations and other state-owned entities, and non-profit organizations pose any potential conflict. The Board reviews these relationships annually to determine that they do not interfere with any of our director’s ability to act in our best interests. If a director declares a material interest in any material contract or material transaction being considered at a meeting, the director is not present during the discussion and does not vote on the matter.
Our Code requires employees to receive consent before accepting a directorship with an entity that is not an affiliate. The CEO and executive vice-presidents must receive the consent of the Governance committee. All other employees must receive the consent of the Corporate Secretary or her delegate.
Affiliates
The Board oversees relationships between TC Energy and any affiliates to avoid any potential conflicts of interest. This includes our relationship with TC PipeLines, LP, a master limited partnership listed on the NYSE.
Auditor independence
Pursuant to the Audit committee charter, the Audit committee reviews, approves and monitors adherence to our hiring policies for partners, employees and former partners and employees of our current and former external auditors to ensure auditor independence is maintained. The committee also has a pre-approval policy with respect to permitted non-audit services.
In 2015, the Audit committee oversaw a request for proposal process for our external auditor, and conducted a detailed assessment of several different firms. Based on the results of this process, the Audit committee and Board recommended that KPMG continue as TC Energy's independent auditors.
Our Annual information form (AIF) includes more information about the Audit committee, including the committee charter, starting on page 35 of the AIF. The 2019 AIF is available on our website (www.tcenergy.com) and on SEDAR (www.sedar.com).
Majority voting
Our majority voting policy applies to electing a new Board when the number of nominated directors is the same as the number of director positions available. If, prior to a meeting, a nominated director receives more "withheld" proxy votes than five per cent of the total votes cast by proxy, we will hold a vote by ballot for all directors. If a director does not receive a majority of "for" votes cast by ballot with respect to his or her election, the director must resign from the Board. A director who tenders a resignation pursuant to this policy will not participate in any meeting of the Board or any committee meeting at which said resignation is considered. The Board will accept the resignation if there are no exceptional circumstances. The resignation will be effective if and when it is accepted by the Board. We expect the Board to announce its decision to either accept or reject the director’s resignation in a press release within 90 days after the annual meeting, and include its reasons for rejecting the resignation, if applicable.
This policy does not apply if there is a proxy contest over the election of directors.
Share ownership
We have share ownership requirements for our directors and executives to align their interests with those of our shareholders. Ownership levels are significant, and directors and executives must meet the requirements within five years of assuming their position.
As of February 27, 2020, all of our directors are in compliance with our director share ownership policy.
See Aligning the interests of directors and shareholders on page 68 and Aligning the interests of executives and shareholders on page 84 for more information.

 
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ROLE AND RESPONSIBILITIES OF THE BOARD
The Board’s primary responsibilities are to foster TC Energy’s long-term success and sustainability, oversee our business affairs and management, and to act honestly, in good faith and in the best interests of TC Energy.
The Board’s main objective is to promote our best interests, to maximize long-term shareholder value and to enhance shareholder returns.
The Board has key duties and responsibilities, delegates some duties to its four standing committees, and discharges others to management for managing the day-to-day affairs of the business.
The Chair of the Board is responsible for ensuring that the Board is organized properly, functions effectively and meets its obligations and responsibilities. The Chair’s role includes coordinating the affairs of the Board, working with management (primarily the CEO), and ensuring effective relations with Board members, shareholders, other stakeholders and the public.
Charters and position descriptions
The Board and each committee have adopted a charter that outlines its principal responsibilities.
The charters are reviewed every year to ensure that they reflect current developments in corporate governance and corporate best practices, and the Board approves any necessary changes.
The Board charter describes the:
composition and organization of the Board,
duties and responsibilities for managing the affairs of the Board, and
oversight responsibilities for:
management and human resources,
strategy and planning,
financial and corporate issues,
business and risk management, including compensation risk,
policies and procedures,
compliance reporting and corporate communications, and
general legal obligations, including its ability to use independent advisors as necessary.
The Board has also developed position descriptions for the Chair of the Board, each committee Chair and the CEO. The position descriptions for the Chair of the Board and the CEO are part of their terms of reference. The position descriptions for the Chair of each committee are contained in the committee charters.
See Schedule A for a copy of the Board charter. The Board charter, committee charters and position descriptions for the Chair of the Board and the CEO are posted on our website (www.tcenergy.com).

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Strategic planning
The Board provides oversight and direction in the strategic planning process to ensure we have a robust strategy that supports our vision of being North America’s leading energy infrastructure company and purpose of safely and reliably delivering the energy people need, every day. To achieve this, we have a five-year strategic plan which we update and extend annually and hold strategic issues sessions with the Board throughout the year to consider specific and emerging issues. The Governance committee has accountability for overseeing the strategy development process and works with management to identify and discuss emerging issues, elevating topics for discussion with the entire Board as necessary. Guidance is also provided relative to the annual strategy cycle.
We update our five-year strategic plan annually during a two-day strategic planning session in which the Board reviews, discusses and approves the revised and extended strategic plan. As part of this, management includes an assessment of energy fundamentals, the competitive environment and the stakeholder landscape to identify opportunities and threats to our business strategy. We also test our strategy against a range of energy supply and demand futures to establish our resilience. This session informs our annual strategic priorities and performance measures.
Throughout the year, the Board monitors management’s progress toward achieving strategic goals. At each regularly scheduled Board meeting, management provides updates on the human, technological and capital resources required to implement our strategy and relevant regulatory, environmental, social and governance (ESG) issues that may impact our strategy.
See Meeting attendance on page 27 for more information about the meetings held in 2019 and Orientation and education on pages 45 and 46 for more information about the strategic issues and planning sessions attended by Board members in 2019.
Board oversees our overall strategy / Governance committee oversees strategic process / Management revises and extends the five-year strategic plan annually, reflecting changes to our business / Management establishes annual strategic priorities and five-year objectives / Management implements the strategic plan / The Board reviews management's progress at regular Board meetings / Strategic issues sessions are conducted on key topics / Management incorporates Board feedback into the annual strategic plan update


 
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Risk oversight and enterprise risk management
In early 2018, management commenced a comprehensive review of TC Energy's risk management process as part of our commitment to continuous improvement, to reflect the 2016 acquisition of Columbia Pipeline Group (Columbia) and organizational changes.
Upon management's completion of the review with the Governance committee and the Board, a new Enterprise risk management (ERM) program and framework was approved by the Board in late 2018, including:
an enterprise risk heat map,
an updated and recategorized enterprise risk register,
a board risk report, providing a prioritized list of enterprise risks, an assessment of those risks,
current mitigation activities, along with management and Board accountabilities for each risk, and
the appointment of a Chief Risk Officer.
These revisions to our risk program align with best practices in risk oversight and management. The purpose of the ERM program is to address risks to, or yielding from, the execution of our strategy, as well as enabling practices that allow us to identify and monitor emerging risks. Specifically, the ERM program provides a framework and an end-to-end process for risk identification, analysis, evaluation and mitigation, and the ongoing monitoring and reporting to the Board, CEO and executive vice-presidents.
The ERM program aims to establish a risk culture with clear roles and understanding of how individual decisions could impact our ability to achieve our strategic objectives, a common language to determine and assess risks, a framework to organize risk management activities and reinforce risk culture, and to provide clearly defined accountability and ownership of risks.
Process
The Board and its committees are responsible for risk oversight including overseeing management systems and processes for identification, evaluation, prioritization, mitigation and monitoring of risk. Our directors have a broad range of experience and skills in risk management and, as a result, the Board is highly engaged and qualified to participate in a meaningful discussion of key business risks with management at Board and committee meetings.
A key enterprise risk is generally defined as an exposure that has the potential to materially impact TC Energy’s ability to meet or support its business, operational or strategic objectives.
TC Energy maintains an enterprise risk register which identifies risks associated with our business and seeks input across the organization to ensure it reflects any new key business risks as our business grows and our environment evolves. In addition, emerging risk information is solicited from our senior executives and presented to the Governance committee and the Board. This process recognizes the dynamic and evolving business environment in which we operate and allows management to keep the Board informed of existing and emerging risks and how those risks are managed or mitigated in accordance with TC Energy’s risk parameters and risk tolerance.

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The enterprise risk register establishes clear accountabilities of the Board, committees and executives responsible for specific oversight of each risk.
Our risks are categorized according to these main areas:
Enterprise wide
Business unit
reputation and relationships
access to capital at competitive cost
capital allocation strategy
cyber security
political and regulatory
strategy and development
business opportunity
commercial risk
commodity and basin supply
physical operations
project execution and capital costs

The Governance committee oversees our risk management process. The Board reviews emerging risks with management at each meeting to ensure that we have management programs in place to mitigate those risks. The Governance committee reviews the enterprise risk register with management annually to ensure there is proper Board and committee oversight according to the terms of their charters. The committee also recommends, along with the respective committee (or executive) assigned responsibility for specific risks, any enhancements to our risk management program and policies to the Board.
In addition, all projects and opportunities recommended by management to the Board for approval include specific descriptions on the associated risks. The risk discussion associated with each project forms a part of the Board’s determination of whether to approve projects or pursue opportunities.
Our process ensures that the Board is fully informed of the interrelationship between the business environment and risks, and is intended to facilitate and stimulate discussion of our key business risks.
Our AIF and Annual report include more information about the risks applicable to TC Energy. The 2019 AIF and the 2019 Annual report are available on our website (www.tcenergy.com) and on SEDAR (www.sedar.com).

 
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Committee responsibilities
The various Board committees are also involved in risk oversight in their respective areas to ensure a robust risk management process with appropriate expertise, attention and diligence given to each key business risk. The chart below includes the risk focus area of each committee, and information on each risk focus area. The committees receive updates regularly from management on their risk focus areas, and update the Board on their risk oversight activities regularly. In addition to its specific focus area, each committee maintains an overall awareness of risk management for TC Energy, and includes other issues in its reports to the Board as appropriate.
Committee
Risk focus
Description
Audit
Financial risk
Oversees management’s role in monitoring compliance with financial risk management policies and procedures and reviewing the adequacy of our financial risk management.
Ensures that:
our financial risk management strategies, policies and limits are designed to ensure our risks and related exposures are in line with our business objectives and risk tolerance, and
risks are managed within limits that are ultimately established by the Board, implemented by senior management and monitored by our risk management and internal audit groups.
Oversees cyber security and its related risks to TC Energy.
Governance
Risk management process and management allocation of risks
Oversees the ERM framework and process and meets with management annually to ensure there is proper Board and committee oversight according to the terms of their charters.
Recommends, along with the respective committee (or executive) assigned responsibility for specific risks, any enhancements to our risk management program and policies to the Board.
Health, Safety, Sustainability & Environment
Operational risk, people and process safety, sustainability, security and environmental risk
Monitors compliance with our health, safety and environment (HSE) corporate policies through regular reporting from management, within the framework of our integrated HSE management system that is used to capture, organize and document our related policies, programs and procedures. See the next page for more details.
Monitors risk management for risks related to health, safety, sustainability and environment, including climate change-related risks.
Human Resources
Human resources and compensation risk
Oversees the compensation policies and practices to effectively identify and mitigate compensation risks and discourage the CEO, executive vice-presidents or others from taking inappropriate or excessive risks and to ensure our compensation policies are not reasonably likely to have a material adverse effect on TC Energy.
See Compensation governance starting on page 60 for more information about how we manage our compensation risk.

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HSSE risk management system
The Health, Safety, Sustainability and Environment (HSSE) committee of TC Energy’s Board oversees operational risk, people and process safety, security of personnel, environmental and climate change related risks, and monitors development and implementation of systems, programs and policies relating to HSSE matters through regular reporting from management. We use an integrated management system that establishes a framework for managing these risks and is used to capture, organize, document, monitor and improve our related policies, programs and procedures.
Our management system, TOMS, is modeled after international standards, including the International Organization for Standardization (ISO) standard for environmental management systems, ISO 14001, and the Occupational Health and Safety Assessment Series for occupational health and safety. TOMS conforms to applicable industry standards and complies with applicable regulatory requirements. It covers our projects and operations and follows a continuous improvement cycle organized into four key areas:
Plan: risk and regulatory assessment, objective and target setting, defining roles and responsibilities
Do: development and implementation of programs, procedures and standards to manage operational risk
Check: incident reporting, investigation and performance monitoring
Act: assurance activities and review of performance by management.
The committee reviews HSSE performance and operational risk management. It receives detailed reports on:
overall HSSE corporate governance,
operational performance and preventive maintenance metrics,
asset integrity programs,
emergency preparedness, incident response and evaluation,
people and process safety performance metrics,
our Environment Program,
developments in and compliance with applicable legislation and regulations, including those related to the environment,
prevention, mitigation and management of risks related to HSSE matters, including climate-change related risks which may adversely impact TC Energy,
sustainability matters, including social, environmental and climate-change related risks and opportunities,
our Health and Industrial Hygiene Program, and
management's approach to voluntary public disclosure on HSSE matters.
The committee also receives updates on any specific areas of operational and construction risk management review being conducted by management and the results and corrective action plans flowing from internal and third party audits. The committee also receives regular updates on sustainability issues and trends.
Generally, each year the committee or the committee Chair tours one of our existing assets or projects under development as part of its responsibility to monitor and review our HSSE practices. All Board members are invited to attend our site tours.
The safety of our employees, contractors and the public, as well as the integrity of our pipeline and power and storage infrastructure, is a top priority.

 
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Succession planning
The Board is responsible for succession planning at the executive level including the development of the CEO succession plan. Succession planning for the CEO position is an ongoing process that includes analysis of each potential candidate’s performance, skills and experience, assessment of the personal attributes and characteristics that the Board believes are necessary for the role, and assessment of developmental opportunities to increase senior executive bench strength.
The CEO prepares an overview of the executive vice-president roles, noting the required skills and expertise for each position and the current executive's areas of strength. He also prepares development plans for each executive and presents them to the Board. The CEO meets formally with each executive at least twice a year, and more frequently as necessary, to discuss progress on his or her development plan.
The CEO identifies potential future candidates for the executive vice-president positions and presents them to the Board for discussion. Each candidate is assessed based on their skills and experience and the competencies that are required for promotion to the senior executive level. Development opportunities are also identified so each candidate can receive additional or varied management experience, training, development and educational opportunities. The Board reviews each position and the performance assessment and competencies of potential successors at least once a year and makes decisions as appropriate.
Access to management
The Board has complete access to management, but gives reasonable advance notice to avoid disrupting the business and operations. The Board Chair and committee Chairs also connect with the CEO and relevant executive vice-president as needed.
The Board encourages the CEO and executive vice-presidents to include key managers in Board and committee meetings so they can share their expertise on specific matters. This approach gives the Board an opportunity to meet individuals who have the potential to assume more senior positions in the future, and for these individuals to gain exposure to the Board.

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Management diversity
Our inclusion and diversity vision
At TC Energy, we believe that having a diverse and inclusive workplace makes us more innovative, helps us develop better solutions and keeps us competitive.
Our vision is to ensure that the diversity of our workforce is reflective of the communities in which we live and work. We also endeavor to build an inclusive workplace so that all employees have the opportunity to flourish and realize their potential.
To achieve this vision we have:
an integrated approach which includes Board and executive oversight,
specific measurable diversity goals,
development initiatives for employees,
annual training,
external benchmarking,
an executive sponsored Inclusion and Diversity Council and Chief Diversity Officer,
corporate policies to support consistent standards across our company,
talent acquisition approaches targeting specific diverse talent pools, and
other related initiatives with local community partners and suppliers to support attraction of diverse talent today and into the future.
Rather than specifically considering the level of representation or setting specific goals of designated groups when appointing members of our executive leadership team (which includes our CEO, COO, seven executive vice-presidents and one senior vice-president) and our Senior Management Team (which includes the Chair of our Board and our executive leadership team), we have established diversity goals and processes that encompass all levels of leadership (which includes managers and above) as we believe broader diversity goals will have a more impactful positive result for our overall diversity vision.
Our strategy
Our executive leadership team annually evaluates progress against specific talent objectives including diversity goals. Priorities and actions are established and executed throughout the year. The Board reviews the outcomes of our talent management process annually as part of their diligence in assessing whether the corporation has the right leaders with the capability to develop and execute the corporate strategy. As part of this evaluation, the Board is provided with detailed demographic analysis of our workforce and our annual talent development priorities which includes diversity and inclusion actions.
Our goals
The executive leadership team has established specific diversity goals related to the percentage of women and members of visible minorities to be represented in all levels of leadership, including Senior Management. These goals are based on the diversity of our broader workforce.
By 2022, our objectives are for:
women to hold 40 per cent of all leadership positions in our corporate locations of Calgary, Houston, Charleston and Mexico City. This goal was previously set at 28 per cent and has been exceeded, and
members of visible minorities to hold 17 per cent of all leadership positions in our corporate locations of Calgary, Houston and Charleston.
We have not established specific goals for Aboriginal peoples or persons with disabilities at this time as we believe our integrated approach to achieving our diversity vision sufficiently encourages consideration of these groups. We also support advancement and employment of Aboriginal peoples through our contractor services and procurement processes.

 
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Our outcomes
Results have shown that by focusing our efforts, we can achieve demonstrable results. Since 2013, we have had increasing representation of women on the executive leadership team and in senior vice-president and vice-president positions.
Women in Executive Leadership, SVP & VP Roles - Actual 2013 (9%), 2014 (15%), 2015 (16%) 2016 (19%), 2017 (22%), 2018 (26%), 2019 (34%). Target - 2022 (40%).
Twenty seven percent, or three out of 11, of our Senior Management team are women. When we exclude the Chair of the Board, 30 per cent, or three of ten, of our executive leadership team are women.
Members of visible minorities hold 12 per cent of leadership positions within the Canadian and U.S. workforce. Currently zero out of 11, or zero per cent of the Senior Management team identify as members of visible minorities.
Persons with disabilities hold three per cent of all leadership positions in our Canadian and U.S. workforce. Currently zero out of 11, or zero per cent of the Senior Management identify as persons with disabilities.
Aboriginal peoples hold two per cent of Leadership Positions within the Canadian workforce. Currently zero out of 11 members, or zero per cent of members in Senior Management identify as Aboriginal peoples.
Data requirements for the designated groups vary in the geographic areas in which TC Energy operates, as per the prescribed definitions and governing laws of such jurisdictions. Self-disclosure is voluntary for members of visible minorities, persons with disabilities and Aboriginal peoples and as a result, representation may be under-reported.

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ORIENTATION AND EDUCATION
New directors participate in an orientation program featuring sessions on corporate strategy, our main business issues and historical and financial information about TC Energy. They also have an opportunity to visit and tour our facilities and project sites and meet with the CEO, executive vice-presidents and other directors.
We tailor the sessions for each director based on individual needs and their specific areas of interest. New directors also meet one-on-one with the CEO and each executive vice-president for an overview of the different areas of our business and operations and a discussion of key areas of interest. Briefing sessions are also held for new committee members.
Directors receive a reference manual with:
details about their duties and obligations as a member of the Board,
information about our business and operations,
copies of the Board and committee charters,
copies of recent public disclosure filings,
documents from recent Board meetings, and
a copy of the current year's strategic plan.
The Governance committee reviews the orientation program and reference manual every year so they continue to meet our needs and those of new directors.
The committee also develops the continuing education program every year based on current and emerging issues, our corporate objectives and input from other directors. Our 2019 education program included two in-depth focus sessions covering the topics of North American natural gas and North American power market outlooks which help to provide context for strategy discussions.
Continuing education helps strengthen a director’s knowledge and understanding of the business, industry, governance and other issues. Senior management and external experts make presentations to the Board and committees from time to time on various topics related to the business, including changes to legal, regulatory and industry requirements. Continuing education is also conducted on an informal basis and our directors are provided with articles and publications of interest.
We suggest seminars and education programs for our directors that may be relevant, and pay the registration fee and travel expenses as appropriate. We also offer to pay annual fees for memberships with organizations that are appropriate and provide relevant publications and educational opportunities to our directors.

 
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2019 Director education program
Date
Topic
Presented/hosted by
Attended by
January 17
Compensation Trends & 2019 Proxy Hot Buttons
National Association of Corporate Directors
Mary Pat Salomone
April 11
Focus session -
North American Natural Gas
IHS Markit
All directors
May 2
Strategic issues session -
Natural Gas Strategic Discussion
CEO and executive vice-presidents
All directors
May 14
Focus session -
North American Power Market Outlook
IHS Markit
All directors
June 6
ICD National Conference
Institute of Corporate Directors
D. Michael G. Stewart
June 12
Strategic issues sessions -
 
All directors
 
Indigenous relations/governance
Patrick Keys, Tracy Robinson and
Ellis Ross, Member of the B.C. Legislative Assembly
 
 
Blue Sky session
François Poirier

 
 
Navigating industry disruptors
Jonathan Gitlin, COO, RioCan

 
July 31
Strategic issues session -
Power & storage strategy overview
François Poirier and Sean Brett
All directors
October 8
Site visit -
Bruce Power, Kincardine, ON
CEO and executives of Bruce Power
Mary Pat Salomone
Randy Limbacher
John Lowe
Una Power
October 28
Evolution of the CEO & Board Relationship
Calgary Chapter, Institute of Corporate Directors
D. Michael G. Stewart

October 29-31
Strategic issues sessions -

All directors
 
Innovation in U.S. energy systems
Hon. Paul Dabbar, U.S. Under Secretary for Science
 
 
Social and policy drivers for energy transitions

Jan Stuart, Global Chief Energy Economist, Cornerstone Macro
 
December 10
Compensation Trends and Changes -
2019 Market Analysis of Board of Directors' Compensation
Meridian Compensation Partners
CEO and Governance Committee


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BOARD EFFECTIVENESS AND DIRECTOR ASSESSMENT
The Governance committee oversees an assessment of the performance of the Board, the Chair, committees and individual directors annually and reports the results to the Board.
The assessment process involves both the Chair of the Board and Chair of the Governance committee meeting separately with each director individually for the individual director assessment. The individual director assessment also includes a discussion of expectations for directors serving on our Board, and providing specific feedback to each director on their performance as a member of the Board.
Interviews include questions about effectiveness, communication and personal and individual peer performance and solicit input from directors about areas for potential improvement. The interviews are open-ended to encourage discussion and seek specific input on topics such as risk, strategy and governance.
The Governance committee believes the interview process is the most effective way for directors to give feedback that can be reviewed by the entire Board. The committee also monitors developments in board governance and evolving best practices in corporate governance.

In 2019, the assessment process showed that the Chair of the Board, each director, and all committees are functioning effectively and fulfilling the mandates set out in the Board and committee charters.
Financial literacy
The Board has determined that all members of the Audit committee are financially literate, which means each member can read and understand a set of financial statements that are generally comparable to ours in terms of breadth and complexity of accounting issues. You can find more information about their education and financial experience in the director profiles starting on page 13, in the Audit committee report on page 56 and in the AIF which is available on our website (www.tcenergy.com) and on SEDAR (www.sedar.com).
Assessment / Committee analysis and discussion / Board discussion and report
Chair of Board and Chair of Governance committee interviews each director - Results reported to Governance committee for discussion - Chair of Governance committee reports to Board
Chair of Governance committee interviews each director about Chair of Board
Committee self-assessment - Committee discussion - Chair of each committee reports to Board
Chair of Board interviews CEO and each executive vice-president about Board - Chair of Board reports to Board

 
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Board renewal
The Governance committee regularly assesses the skill set of each director, and reviews it against the director retirement schedule, their ages and the composition of each committee. The review also takes into account the desirability of maintaining a reasonable diversity of backgrounds, and character and behavioural qualities.
The Governance committee, with input from the Chair of the Board and the CEO, is responsible for identifying suitable director candidates and canvasses the entire Board for potential nominees. From time to time, the committee uses a third party recruitment specialist to identify potential director candidates. The committee is responsible for assessing the individuals and proposing the strongest candidates for nomination. An evolving roster of suitable director candidates is maintained by the committee.
The committee looks for a mix of skills and experience required for overseeing our business and affairs. The Board considers personal characteristics such as gender, ethnic background, geographic residence and other distinctions when looking at diversity. While candidates are nominated as directors based on their background and ability to contribute to the Board and committee meetings, the Board also specifically considers diversity factors. Board diversity is discussed under the section Governance - Board Characteristics - Board Diversity.
Candidates who are being nominated for the first time must have experience in industries similar to ours or experience in general business management or with corporations or organizations that are similar in size and scope. Candidates must also be willing to serve on the Board and able to devote the necessary time to fulfill their duties and responsibilities.
The committee recommends potential candidates based on their qualifications and independence and how these qualities balance with the skill set of the current Board, the structure and composition of the committees and the director retirement schedule. This assessment helps the Board determine the best mix of skills and experience to guide our business operations and our long-term strategy.
The committee ensures that the Board seeks expertise in the following key areas:
Accounting/audit
Capital markets
CEO
Electric power
Energy, midstream & transportation
Governance
Government & regulatory
Human resources & compensation
Major projects
Mergers & acquisitions
Operations/health, safety & environment
Risk management
Strategy & leading growth
Upstream oil & gas
Skills analysis
While all of our directors possess an extensive list of skills and experience, the Governance committee has determined that focusing on each director's top five key expertise areas is a more effective way to assess director candidates and to ensure that our Board has a deep knowledge base available in each key expertise area.
Accordingly, the image on the next page shows only the top five key expertise areas of each of the current directors and our director nominees. All of the directors and director nominees have been assessed by an independent third party recruitment specialist to determine their top five key expertise areas. The Governance committee considers these factors and others when discussing Board renewal.

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Skills analysis / Area of expertise / Legend / Director with expertise / Director with expertise + retiring within three years / Director nominees with expertise
Accounting/audit / Russell K. Girling / John E. Lowe / Una Power / Siim A. Vanaselja
Capital Markets / Michael R. Culbert / Russell K. Girling / John E. Lowe / David MacNaughton / Una Power / Siim A. Vanaselja
CEO / Stéphan Crétier / Michael R. Culbert / S. Barry Jackson / Randy Limbacher / Indira Samarasekera / Thierry Vandal / Steven W. Williams
Electric Power / Russell K. Girling / Mary Pat Salomone / Thierry Vandal
Energy, midstream & transportation / Russell K. Girling / John E. Lowe / D. Michael G. Stewart / Thierry Vandal
Governance / Susan C. Jones / David MacNaughton / Mary Pat Salomone / Indira Samarasekera
Government & regulatory / Susan C. Jones / David MacNaughton / Indira Samarasekera / Thierry Vandal
Human resources & compensation / S. Barry Jackson / Susan C. Jones / Mary Pat Salomone / Indira Samarasekera
Major projects / Mary Pat Salomone / D. Michael G. Stewart / Thierry Vandal / Steven W. Williams
Mergers & acquisitions / Stéphan Crétier / Michael R. Culbert / John E. Lowe / David MacNaughton / Una Power / Siim A. Vanaselja
Operations/health, safety & environment / Stéphan Crétier / S. Barry Jackson / Susan C. Jones / Randy Limbacher / Una Power / Mary Pat Salomone / D. Michael G. Stewart / Steven W. Williams
Risk management / Stéphan Crétier / Randy Limbacher / D. Michael G. Stewart / Siim A. Vanaselja
Strategy & leading growth / Stéphan Crétier / Michael R. Culbert / Russell K. Girling / S. Barry Jackson / Susan C. Jones / Randy Limbacher / David MacNaughton / Indira Samarasekera / Siim A. Vanaselja / Steven W. Williams
Upstream oil & gas / Michael R. Culbert / S. Barry Jackson / Randy Limbacher / John E. Lowe / Una Power / D. Michael G. Stewart / Steven W. Williams


 
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Expected retirement years
This table provides the expected retirement year for each of the current non-executive directors.
Year director(s) expected to retire
2020
 
S. Barry Jackson
 
2030
 
John E. Lowe
2021
 
D. Michael G. Stewart
 
2031
 
Randy Limbacher

2025
 
Indira Samarasekera
 
2032
 
Stéphan Crétier, Thierry Vandal
2028
 
Mary Pat Salomone
 
2034
 
Una Power
2029
 
Siim A. Vanaselja, Steven W. Williams
 
 
 
 
Director tenure
In late 2019, the Governance committee reviewed best practices and conducted a peer review on director tenure and term limits. As a result of this review, in February 2020, the Governance committee set a director term limit of 15 years of service and increased the retirement age to 73. These changes to director retirement age and term limits were made in order to facilitate future Board succession planning and encourage Board renewal into the future.
Under our revised policy, once a director turns 73 or has served more than 15 years on the Board, whichever comes first, he or she will not stand for re-election at the next annual meeting. The Board, upon recommendation of the Governance committee, may apply discretion to permit a director or director nominee to stand for election outside of the terms of our retirement age or term limit if it is in the best interests of the company.
The Governance committee continues to review factors like changes in principal occupation, consistently poor attendance, poor performance, board interlocks and other relevant circumstances that may trigger the resignation or retirement of a director.
There has been substantial Board refreshment over the past five years, with at least one new director joining the Board every year between 2013 to 2019. The graphs on the next page show the composition of our Board by years of service as of the date of this circular and after the annual meeting, assuming all of the nominated directors are elected.

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The lines below the tenure charts depict the shortest and longest tenured directors, and the average tenure of the directors.
Tenure (Current composition) / 0-5 years 66% / 6-10 years 17% / 11+ years 17%
<1 year / average 5 years / 17 years / Tenure (Post-meeting composition) / 0-5 years 79% / 6-10 years 14% / 11+ years 7% / <1 year / average 4 years / 14 years
The lines below the age charts depict the age range of the directors and the average age of the directors.
Director Age (Current composition) / Age 50-54 0% / Age 55-59 42% / Age 60-64 33% / Age 65+ 25% / age 50 / average age 61 / age 75 / Director Age (Post-meeting composition) / Age 50-54 7% / Age 55-59 29% / Age 60-64 43% / Age 65+ 21% / age 50 / average age 61 / age 75


 
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ENGAGEMENT
We believe it is important to engage with our stakeholders.
Members of our Board engage with governance organizations and shareholder advocacy groups to discuss emerging best practices and provide commentary on how we maintain our high standard of corporate governance.
TC Energy also has comprehensive programs, policies and guidelines with executive oversight to regularly engage with our shareholders and other stakeholders, including landowners, Indigenous and community groups, employees and shareholders. TC Energy participates in an open and transparent political process and supports public policies that promote the safe and environmentally responsible development of North American energy infrastructure.
Some of the ways we engage our stakeholders include:
Our annual meeting offers shareholders the opportunity to receive an update on our business and interact with the Board, CEO, executive vice-presidents and senior management.
We issue press releases to announce material company developments and to report our quarterly financial results.
Our CEO and executive vice-presidents host teleconferences to discuss our quarterly financial and operating results, as well as significant company developments.
Our CEO and executive vice-presidents also host an annual investor day to discuss the company’s strategy, recent developments and the longer-term outlook for the business.
Our teleconferences and investor day are webcast and available to analysts, shareholders, media and the general public on our website.
Our CEO, executive vice-presidents and senior management speak at investor and industry conferences and meet in person or by phone with investors one-on-one as part of our regular shareholder engagement.
Our investor relations department is also available for meetings and calls to address shareholder questions and concerns, including those related to Environmental, Social and Governance (ESG) issues, and to provide public information on TC Energy in a timely and responsive manner.
Press releases, corporate information, frequently asked questions and details of past and upcoming investor events and presentations can be found online at www.tcenergy.com.
Investor relations welcomes opportunities to engage with our shareholders, potential investors and other stakeholders. You may contact our investor relations department directly by phone, email, or regular mail at:
Investor Relations
TC Energy Corporation
450 - 1 Street S.W. Calgary, AB
Canada T2P 5H1
investor_relations@tcenergy.com
1.800.361.6522

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COMMUNICATING WITH THE BOARD
Shareholder engagement allows us to hear directly from shareholders and other important stakeholders about any issues or concerns.
Shareholders, employees and others can contact the Board directly by writing to:
Chair of the Board of Directors
c/o Corporate Secretary
TC Energy Corporation
450 - 1 Street S.W. Calgary, AB
Canada T2P 5H1
The Board, including committee Chairs, will also be available at the annual meeting to receive questions from shareholders.
SHAREHOLDER PROPOSALS
Under Canadian law, shareholder proposals can only be considered for the annual meeting of common shareholders if they are submitted by a specific date.
Our Corporate Secretary must receive any shareholder proposals before 5:00 p.m. MDT on Monday, November 30, 2020 to be considered for the circular for our 2021 annual meeting of common shareholders.
ADVANCE NOTICE BYLAW
Shareholders who wish to nominate a director for the 2020 annual meeting of common shareholders, other than by a shareholder proposal, must:
notify the Corporate Secretary in writing, and
provide the information required in our By-law Number 1, which can be found on our website (www.tcenergy.com) or on SEDAR (www.sedar.com).
Any notices of director nominees must be received by our Corporate Secretary before 5:00 p.m. MDT on Friday, March 20, 2020 to be considered valid and for an individual to be included in our list of director nominees for our 2020 annual meeting of common shareholders.   It should be noted that the ordinary deadline in respect of any such notice as outlined in our advance notice by-law would be March 22, 2020, but this day is not a business day.  As a result, our by-law provides that any notice of director nominees must be received by our Corporate Secretary on the last business day prior to such day (being on or before 5:00 p.m. MDT on Friday, March 20, 2020).
The chart below explains when advance notice of director nominations is required for annual meetings and special meetings:
Type of meeting
Announcement timing
Advance notice deadline
Annual meeting
(using notice and access)
Public announcement more than 50 days before meeting
Not less than 40 days before meeting
Public announcement 50 days or less before meeting
Not less than 10 days following the first public announcement of the meeting
Special meeting to elect directors
(using notice and access)
Public announcement more than 50 days before meeting
Not less than 40 days before meeting

Public announcement 50 days or less before meeting
Not less than 15 days following the first public announcement of the meeting



 
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SUSTAINABILITY
TC Energy has taken important steps to further embed sustainability into the governance, risk management and day-to day operations of the organization, including the following key improvements:
Health, Safety, Sustainability and Environment Committee
In late 2018, the Health, Safety and Environment committee was renamed the Health, Safety, Sustainability and Environment (HSSE) committee, to reflect Board oversight of climate change-related risk and environmental and social issues, as well as to demonstrate TC Energy's commitment to sustainability.
The Board also reviewed management's internal sustainability governance framework, including the role of a Chief Sustainability Officer, development of a management-level HSSE Committee and the approach to reporting on climate change-related risks and opportunities.
In addition to its existing activities, the Health, Safety, Sustainability and Environment committee also:
reviews reports on climate change-related laws and regulations and their potential impact on TC Energy,
reviews reports on climate-related risks and opportunities (physical, technological, regulatory and social),
receives information on stakeholder engagement on sustainability issues,
oversees management's approach to voluntary reporting on sustainability matters, and
reports and updates on initiatives with operations, research and development, and projects that support sustainability.
Appointment of a Chief Sustainability Officer
Effective May 1, 2019, TC Energy appointed Patrick M. Keys as our first Chief Sustainability Officer (CSO), in addition to his role as Executive Vice-President, Stakeholder Relations and General Counsel.
The CSO is responsible for directing the coordination, communication and management of sustainability-related issues for TC Energy, particularly the intersection of risk, governance, environmental and social issues. The CSO reports to the HSSE committee of the Board on sustainability matters, as well as to the CEO and executive leadership team. The CSO role formalizes our commitment to sustainability by establishing a coordination role at the highest level of the organization.
Report on Sustainability and Climate Change
In May 2019, TC Energy released our Report on Sustainability and Climate Change, where we describe our approach in the context of climate change to ensure the resilience of our business model during the transition towards a lower carbon economy. As part of this report, TC Energy considered the recommendations from the Task Force on Climate Related Financial Disclosures (TCFD) to identify climate-related risks and opportunities to TC Energy's operations and conducted a robust scenario analysis analyzing the resilience of our portfolio under three long term energy scenarios and a fourth alternative case. Management refreshed its scenario analysis in late 2019 and reported its findings to the Board at its annual strategy planning session.
For more information on TC Energy's work on sustainability and matters related to climate change, the full Report on Sustainability and Climate Change is available on our website at tcenergy.com.

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BOARD COMMITTEES
The Board has four standing committees:
Audit committee,
Governance committee,
Health, Safety, Sustainability and Environment committee, and
Human Resources committee.
Each of the committees is comprised entirely of independent directors.
The Governance committee is responsible for reviewing the composition of each committee and recommending any changes once new directors are appointed or elected to the Board. Each committee must consist entirely of independent directors, except for the Health, Safety, Sustainability and Environment committee, which must have a majority of independent directors. Currently, all members of the Health, Safety, Sustainability and Environment committee are independent. Each committee has the authority to retain advisors to help it carry out its responsibilities. The Board does not have an executive committee.
Each committee reviews its charter at least once a year, and recommends any changes to the Governance committee and the Board. You can find the committee charters on our website (www.tcenergy.com).
The Audit and the Governance committees hold simultaneous meetings, as do the Human Resources and Health, Safety, Sustainability and Environment committees, so each committee has sufficient time to focus on its responsibilities. As a result, Mr. Vanaselja, the independent non-executive Chair of the Board, is a voting member of the Governance committee and the Human Resources committee, and is not a member of the Audit committee or the Health, Safety, Sustainability and Environment committee.
The committees will be reconstituted after the annual meeting. If elected, Ms. Jones will not be eligible to serve on the Audit, Governance or Human Resources committees.
Each meeting has time set aside for members to discuss the committee operations and responsibilities without management present.


 
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Audit committee
 
 
 
Current members
 
Meetings
John E. Lowe (Chair)
Stéphan Crétier
Randy Limbacher
Una Power (as of May 3, 2019)
Indira Samarasekera
Thierry Vandal
 
5 regularly scheduled meetings (February, May, July, October, December)
 
Independence
 
6 independent directors, 100 per cent independent and financially literate. Mr. Lowe, Ms. Power and Mr. Vandal are "audit committee financial experts" as defined by the SEC in the U.S. and each have the accounting or related financial management experience required under the NYSE rules.
Other members that served
during the year
 
Mandate
 
The Audit committee is responsible for assisting the Board in overseeing the integrity of our financial statements and our compliance with legal and regulatory requirements.
It is also responsible for overseeing and monitoring the accounting and reporting process and the process, performance and independence of our internal and external auditors.
S. Barry Jackson (until May 3, 2019)

 
 
 
 
The Audit committee meets in-camera with the Chief Financial Officer (CFO) at the beginning of each meeting, and meets separately with the external auditors and Vice-President, Corporate Compliance and Internal Audit. The committee also meets in-camera at the end of each meeting.
2019 highlights
Reviewed our 2019 interim and annual disclosure documents including the unaudited interim and audited annual consolidated financial statements and related management’s discussion and analysis, AIF and circular and recommended them for approval.
Oversaw our financial reporting risks including issues relating to materiality and risk assessment.
Received the external auditor’s formal written statement of independence (which sets out all of its relationships with TC Energy) and its comments to management about our internal controls and procedures.
Reviewed the appointment of the external auditor and estimated fees and recommended them to the Board for approval.
Reviewed the audit plans of the internal and external auditors and pre-approved the non-audit services performed by KPMG.
Approved appointment of the external auditor for 401(k) employee retirement plans.
Recommended the funding of the registered pension plan and supplemental pension plan.
Reviewed the major accounting policies and estimates.