Veresen IncSuite 900, Livingston Place, South Tower 222 , 3rd Avenue S.W, Calgary, Alberta, Canada

Veresen is a diversified North American energy infrastructure company that owns assets within three business segments — pipelines,midstream and power.

Strength, stability and growth are the key components of our long-term strategy.

The strength and stability of our long-life, high-quality assets, combined with prudent capital management, serve to reduce volatility and increase the predictability of our financial results.

Guided by the vision, patience and investment discipline of our management team, we continue to proactively grow our asset base following value-oriented investment criteria.

At Veresen, direct line of sight to our long-term growth strategy guides all of our business decisions. While certain aspects of our strategy have been fine-tuned over the years to adapt to current market circumstances, our overall strategic vision has remained unchanged. We remain focused on optimizing and growing each of our existing businesses and developing new, high-quality, long-life, energy infrastructure assets that complement or diversify our existing solid asset base.

 At the heart of operating our day-to-day business is our commitment to maintain the financial strength and flexibility of our balance sheet. 

 The key components of our strategy include:

• Cash flow supported by long-term, fee-for-service contracts with creditworthy counterparties;
• A portfolio of assets diversified by business segment and geography;
• Pipeline and midstream businesses focused on large, proven resources plays;
• Prudent exposure to natural gas liquids margins;
• Power business focused on gas-fired opportunities in Canada; and
• Maintaining our financial strength and flexibility.

Governance

Strong governance has been a hallmark of Veresen since its inception in 1997 and remains a fundamental responsibility of the Board. We see effective governance as a core value that cultivates trust and ultimately enhances shareholder value.

The Corporate Governance and Nominating Committee believes the corporate governance practices of Veresen are appropriate. As a result of evolving laws, policies and practices, the Corporate Governance and Nominating Committee continuously review the practices and policies of Veresen to ensure that Veresen complies with all applicable requirements. In this regard, the Corporate Governance and Nominating Committee has developed and implemented, and continues to develop, implement and refine, formal policies and procedures that reflect Veresen’s commitment to exemplary corporate governance and clear disclosure

The following discussion outlines Veresen’s system of corporate governance, including various matters addressed by National Instrument 58-101 — Disclosure of Corporate Governance Practices (the “Disclosure Instrument”) and National Policy 58-201 — Corporate Governance Guidelines, (the “Guidelines”) as adopted by the Canadian Securities Administrators with effect as of June 30, 2005.

Composition of the Board

The Board of Directors currently consists of nine directors who provide a wide diversity of business experience. Eight of the members of the Board of Directors are independent as defined under applicable Canadian securities legislation. In accordance with such legislation, the Board of Directors defines a director to be “independent” if he or she has no direct or indirect material relationship with Veresen as determined by the Board of Directors in consultation with the Corporate Governance and Nominating Committee. A “material relationship” is a relationship which could, in the Board of Directors’ view, be reasonably expected to interfere with the exercise of a director’s independent judgment.

Guidelines

The Board of Directors has plenary power to manage and supervise the business and operations of Veresen Inc. and has the duty to act in the best interests of Veresen Inc. and its Shareholders. In respect of its duties and responsibilities to the Corporation, the Board of Directors acts in accordance with Business Corporations Act (Alberta), Veresen’s articles of incorporation and by-laws, the terms of reference of each of the committees of the Board of Directors and applicable laws.

The Board of Directors approves all significant decisions that affect Veresen before such decisions are implemented. The Board of Directors also supervises the implementation of such decisions and monitors the results.

The Board of Directors is responsible for:

• adopting a strategic planning process for Veresen;
• identifying and understanding the principal risks of Veresen’s business and overseeing management’s implementation of systems to manage those risks;
• appointing senior management of Veresen, including the CEO;
• for monitoring and assessing the performance of senior management and management succession planning;
• ensuring that management maintains an effective communication program that provides for timely communication by Veresen with its shareholders; and
• implementing and maintaining appropriate internal controls and information systems for Veresen.