How we do business is as important as the essential products and services we offer. We are guided by our core values of safety, integrity, agility, caring and collaboration to ensure we operate in a transparent, ethical and accountable manner. Strong and effective corporate governance is at the core of creating sustainable value over the long term.

Corporate Governance

ATCO has an effective, tailored system of corporate governance that recognizes the need to provide autonomy and flexibility to our different businesses and operating jurisdictions, while accommodating the needs of both our regulated and nonregulated businesses.

Effective corporate governance stewards the interests of our share owners, customers, employees, and Indigenous and community partners over the near-, medium- and long-term, providing review and oversight of corporate strategies. As a central pillar of corporate strategy, our Board of Directors and management team fully endorse our 2050 net-zero commitment and 2030 ESG targets.

We regularly evaluate our governance practices to ensure they are effective. We integrate sustainability and ESG into our Board of Directors and board committee governance structures, reflecting that they are core strategic components and not standalone issues. Board mandates explicitly include Sustainability and ESG matters.

Board Oversight

Key elements of our corporate governance system include the oversight and diligence provided by the Board of Directors, the Lead Director, the Audit & Risk Committee and our Corporate Governance, Nomination, Compensation and Succession Committee (GOCOM).

While the Board provides oversight on strategy, sustainability, risk management, succession planning, corporate governance, and diversity, equity and inclusion (DEI), each of the board committees has specific responsibilities.

The GOCOM evaluates the need for change to Board and committee composition. They are focused on finding the most qualified individuals available with the diverse skills, experience and expertise that will complement the Board and align with our strategic objectives. Please refer to the People & Partners section for more information on diversity at ATCO.

The GOCOM also oversees corporate governance practices, including succession planning and senior executive officers? performance, compensation and remuneration. In addition to financial results, our executive compensation program is based on operational objectives (such as health and safety, service quality, management controls, and environmental stewardship), people leadership (such as succession planning, leadership development, and attraction and retention), and long-term sustainable growth (growth strategies and strategic planning).

The Audit & Risk Committee has the greatest oversight over our sustainability practices and disclosures. In addition to reviewing our sustainability reporting, it oversees accounting and financial reporting as well as risk management and control practices. The committee reviews risks and opportunities that could materially impact our ability to achieve our strategic and operational objectives and is responsible for ensuring that management addresses risks by implementing appropriate mitigation measures.

We have an established enterprise risk-management process that allows us to identify and evaluate risks by both severity of impact and probability of occurrence. This evaluation includes climate-related risks and opportunities, climate change resilience and adaptation, and cybersecurity risks. Additional detail on business risks is included in ATCO?s Management Proxy Circular, Management?s Discussion & Analysis and the Governance page of our website.

The senior executive of each operating division reports on operating results and risks to a Designated Audit Director who, in turn, reports to the Audit & Risk Committee. In addition, each division prepares Stewardship Reports, which are presented to the Audit & Risk Committee on a bi-annual basis, and include topics such as safety, environment, and Code of Ethics compliance.

Management's Role

ATCO?s sustainability team reports through the Senior Vice President of Finance, Treasury & Sustainability to the Chief Financial & Investment Officer.

Several senior members of leadership also oversee and contribute their expertise due to the crossfunctional nature of many sustainability initiatives. Sustainability is managed collaboratively across numerous groups, including Health and Safety, Environment, Human Resources, Government Relations, Indigenous Relations, Marketing and Communications, Legal, Corporate Governance, Enterprise Integrity and Compliance, Business Development, Internal Audit and Enterprise Risk Management, Supply Chain among others. These groups monitor best practices, develop and implement policies and standards, and support our various divisions.

The daily management of sustainability commitments and programs is guided by divisional leadership through topic-specific policies, training, monitoring and other management considerations.

Our Executive Leadership Team is kept informed through quarterly internal Sustainability dashboards that report consolidated key performance indicators, including data regarding environmental, safety and Indigenous relations metrics. Our Executive Leadership Team also receives periodic updates from the Senior Vice President, Finance, Treasury & Sustainability on progress towards our 2030 ESG targets, strategically significant ESG developments, and projects during monthly meetings.

Business Ethics

How We Do Business sets out the behaviours and standards of conduct we expect of ourselves and each other. It provides an overview of the policies and practices that must be followed by anyone who works for, or represents, ATCO. This includes topics related to bribery and corruption, for which we have engaged external experts to strengthen our governance and development processes.

Our Code of Ethics is reviewed and updated on a regular basis. Updates in 2023 included explicitly prohibiting the use of modern slavery within any ATCO business activities. Employees are required to complete online training ? available in English, French and Spanish ? and certification, annually.

Our ATCO Integrity Line provides employees and external parties with a confidential venue to speak out, ask questions and express concerns with any of our activities or operations.

Responsible Supply Chain

We take a big-picture approach to managing our supply chain, as the risks associated with global suppliers are more complex and interconnected than ever before. We regularly evaluate our supply chain and risk management governance and focus on building resiliency against supply chain disruptions.

Our vendor onboarding program is designed to address risks such as labour conditions and opportunities including Indigenous procurement and inventory modernization. In 2023, we updated the standard information vendors must provide, with input from our Indigenous relations, sustainability and risk teams.

Standardization of vendor information will lead to more robust reporting about our suppliers. Vendors are expected to comply with the same standards of conduct that apply to ATCO internally through our Vendor Conduct Requirements. We conduct additional due diligence prior to engaging vendors that operate in high-risk regions of the world. For example, when working with a vendor providing solar panels from a high-risk jurisdiction, we engaged a third-party inspection company to perform an on-site supply chain traceability audit to ensure labour conditions were lawful.

ATCO released our initial 2023 Modern Slavery Report on February 29, 2024, while our ATCO Australia team continues to release their annual report in June. These reports provide a summary of our actions to eliminate different forms of modern slavery, including forced labour, child labour and human trafficking.

Government Relations and Political Advocacy

ATCO?s political advocacy is primarily focused on policy and regulation related to the energy transition, in addition to other emerging business interests. We engage constructively with all levels of government as well as regulators and institutions to advance policy solutions that effectively meet the needs of our customers, communities, and share owners.

The pace and scale of change necessary to achieve a net-zero energy system by 2050 requires a collaborative approach, as well as enhanced government support, well-designed policies, and greater regulatory certainty to incentivize investment and unlock the significant potential of the private sector. To that end, we engage in public policy discussions on subjects of concern to our operations, employees, and the communities in which we operate. Topics discussed range from providing policy certainty to support large investment decisions to creating regulatory pathways and mandates that will enable our energy businesses to deliver lower-emitting solutions to our customers. We are also actively engaged in discussions with governments and Indigenous communities in Alberta and northern Canada to advance various off-diesel initiatives.

We advocate directly to governments and policymakers by providing relevant information, perspectives, and recommendations on policy and regulatory proposals. At the request of governments, we may participate in technical and advisory working groups. We also engage indirectly through our membership in industry associations, chambers of commerce, and business councils. In all instances, we are committed to conducting our advocacy and government relations work with the highest level of integrity and transparency. We comply with all laws, regulations and conventions related to interactions with public officials of domestic and foreign governments.