c o r p o r a t e GOVERNANCE

WCU is committed to establishing and maintaining leading governance practices for a company of its size and mandate. Because governance standards and best practices are always evolving, the company seeks to continuously improve its practices.

WCU is a private, for-profifit company, incorporated under the Business Corporations Act (Ontario).

At the same time, the Company is wholly owned by the City of Windsor and, through its wholly owned subsidiaries, fulfifills a public mandate. It is, therefore, mindful of its responsibility to be accountable both to its shareholder and the public.

The Company's governance practices are determined, not simply by legal obligations, but by best business practices and standards established by independent agencies.

While WCU is not a reporting issuer under the Securities Act, and is therefore not subject to governance standards that apply to publicly-traded companies, the Company is guided by these standards and strives to meet or exceed them.

Governance Structure

Accountability for the effective oversight of WCU, and its wholly-owned subsidiaries EWU and EWE, rests with a six-member Board of Directors, which provides direction on behalf of the shareholder, the City of Windsor.

n a framework of effective controls that enables risks to be assessed and managed. The Board is responsible for supervising the management of the business affairs of WCU and its w

The Board provides leadership within a framework of effective controls that enables risks to be assessed and managed. The Board is responsible for supervising the management of the business affairs of WCU and its wholly-owned subsidiaries. In carrying out its oversight function, the Board of Directors is guided by a shareholders direction issued by Windsor City Council and revised from time to time. The Board adheres to the City's Code of Conduct for Members of Council and Local Boards.

The Board provides leadership within a framework of effective controls that enables risks to be assessed and managed. The Board is responsible for supervising the management of the business affairs of WCU and its wholly-owned subsidiaries. In carrying out its oversight function, the Board of Directors is guided by a shareholders direction issued by Windsor City Council and revised from time to time. The Board adheres to the City's Code of Conduct for Members of Council and Local Boards. A separate Board of Directors was established to oversee the operations of EWU, in accordance with the Affiliate Relationships Code for Electricity Distributors and Transmitters, issued by the Ontario Energy Board. The powers and functions of that Board are set out in a shareholder declaration issued by the WCU Board of Directors.

the corporation's Boards of Directors The Board provides leadership within a framework of effective controls that enables risks to be assessed and managed. The Board is responsible for supervising the management of the business affairs of WCU and its wholly-owned subsidiaries. In carrying out its oversight function, the Board of Directors is guided by a shareholders direction issued by Windsor City Council and revised from time to time. The Board adheres to the City's Code of Conduct for Members of Council and Local Boards. A separate Board of Directors was established to oversee the operations of EWU, in accordance with the Affiliate Relationships Code for Electricity Distributors and Transmitters, issued by the Ontario Energy Board. The powers and functions of that Board are set out in a shareholder declaration issued by the WCU Board of Directors. On a day-to-day basis, the Corporation is led by an executive management team, comprised of the President and Chief Executive Officer, the Chief Financial Officer and the senior executives of the critical functional areas.

This team oversees the alignment of business practices and strategies with the goals of the Company, and drives performance by managing risks and opportunities. The executive management team is accountable to the corporation's Boards of Directors through the President and Chief Executive Officer.

appointments to the Board of directors

The governance structure for WCU and its wholly-owned subsidiaries includes three boards of directors – the Windsor Canada Utilities Ltd. Board, the ENWIN Utilities Ltd. Board and the ENWIN Energy Ltd. Board.

The City of Windsor appoints all Directors to the Windsor Canada Utilities Ltd. Board. In doing so, the City considers candidates that may be recommended by the WCU Board, but is not obliged to select these candidates.

As set out in the shareholders direction, all candidates for appointment to the Board must meet certain requirements, including demonstrated integrity and high ethical standards, relevant career experience and expertise, and an understanding of the role of WCU and its subsidiaries, both as a service to local ratepayers and as an asset of taxpayers.

In addition, the selection process is designed to maintain a board that includes the following overarching competencies among one or more directors:

• A strong business background, including competitive business experience and strategic planning;