general test

commitment2011 CORPORATE GOVERNANCE AND EXECUTIVE COMPENSATION REPORT

CLEAR

BOARD OF DIRECTORS

The following individuals serve as ENMAX Board members:Neil Camarta

Jim Hankinson

Mike Harris

Don Lenz

Alderman Gord Lowe

Greg Melchin

Sarah Morgan-Silvester

Dr. Robert Page

Alderman Brian Pincott

Charles Ruigrok

Kathleen Sendall

Richard Shaw

Meeting AttendanceENMAX Directors attended 94 per cent

of Board and Committee meetings in

2011. See page 32 for details.

Areas of ExpertiseENMAX maintains a Skills Matrix to

ensure that our Board’s collective suite

of skills, experience and expertise is

appropriately balanced and diverse to

ensure their optimal performance over

time. See page 34 for details.

Director CompensationIndependent Directors are paid retainers

for Board and Committee membership

and fees for each meeting they attend.

Total Directors’ fees paid in 2011 were

$1,290,794. See page 47 for details.

Director Tenure

0 – 3 Years4 – 8 Years

DIRECTOR TENURE

50% 50%

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ENMAX 2011 GOVERNANCE REPORT 1

Contents

2 Chair’s Message to Stakeholders 4 ENMAX: What We Stand For 6 About This Report

8 Clear Commitment: Governance Approach 14 The Governance Role Provided by ENMAX’s Shareholder

17 Our Board of Directors 40 Board Committees 45 Director Compensation

48 External Auditor 49 Executive Compensation Governance

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ENMAX 2011 GOVERNANCE REPORT2

Greg Melchin, Chair, ENMAX Board of Directors

ChAiR's MEssAGE to stAkEhoLdERs

At ENMAX, no business objective is more important than our ongoing commitment

to integrity. our leadership approach is grounded in the principles of transparency,

accountability, prudence and corporate social responsibility.

In 2011, we continued to deliver on our commitment to timely and effective information about our

governance practices and business performance with our Shareholder, The City of Calgary, and with all

Calgarians. This was a focal point for the Board and senior management team, and our work continues.

As we look ahead, we remain steadfast in our desire to achieve or exceed best practices in corporate

governance standards.

Working together to share our story Although our mandate hasn’t changed, how we communicate is continuously evolving to meet the

needs of our Shareholder and our stakeholders. We meet regularly with City Council to provide updates

on major initiatives and continue to disclose information publicly, including details about our Board and

senior executive compensation. We want to ensure that we are providing City Council, Calgarians and our

various stakeholders with the information about our business that is most important to them.

CHAIR’S MESSAGE TO STAKEHOLDERS

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ChAiR's MEssAGE to stAkEhoLdERs

It is the strength of our relationship with our Shareholder and the dedication of our employees that

ensures we maintain a strong culture of accountability. We continue to produce a number of corporate

reports that provide a look inside our business operations and strategy, financial results, compensation

practices and our approach to corporate responsibility and corporate governance.

Demonstrating leadershipI would like to extend my appreciation to all ENMAX employees whose dedication to integrity, innovation

and quality customer service has led us through a challenging and rewarding year. It has been the efforts

of our talented employees that have enabled us to achieve strong performance. I’d also like to thank

our senior executive team for their unwavering commitment to delivering reliable, affordable service to

our customers.

In 2011, Charles Ruigrok stepped in as our Interim President and CEO. Throughout his tenure, Charles

has provided outstanding leadership and we are appreciative of the many contributions he has made

to ENMAX.

Going forward, we remain committed to maximizing long-term value for our Shareholder and all the

citizens of Calgary.

Let’s continue to build the ENMAX legacy together and make next year a safe and successful one

for everyone.

Greg Melchin,

Chair, ENMAX Board of Directors

It is the strength of our relationship with our Shareholder and the dedication of our employees that ensure we maintain a strong culture of accountability.

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ENMAX: WHAT WE STAND FORWe deliver powerful solutions and reliable energy supply to our customers. our long-term

plan is to develop renewable energy, cogeneration, district energy and lower-emitting coal

and natural gas technologies for our customers.

The ingenuity of our people is our strength. They deliver value every day by applying fresh thinking to

how we provide energy for Alberta’s way of life.

Our consultative and customer-centric approach has allowed us to provide a number of product choices

and services to Albertans, including home-based renewable electricity generation.

ENMAX is a vertically integrated organization, which means we generate the electricity that we sell to

our customers. In the city of Calgary, we also have the responsibility to ensure that electricity is delivered

reliably to all Calgarians. Our organization is structured to manage the key functions of generating,

transporting and selling electricity and other energy products. In every part of our organization, our people

are continually looking for ways to enhance Alberta’s way of life.

About ENMAX

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Seven core values define the way ENMAX

works to deliver superior results:

Safety

Our first priority is ensuring the safety of

ourselves, our co-workers, our community and

the environment.

Accountability

We are all accountable for the impact of our

actions, behaviours and decisions on fellow

employees, customers, our Shareholder and

the communities in which we operate, and on

ENMAX’s overall success.

Trust

We build trust by always acting with integrity

and maintaining a high standard of ethical,

honest, safe and transparent business practices.

Customer Focus

We listen to our customers and aspire to deliver

a high level of value and service.

Focus on People

Our people are our strength; and the knowledge,

commitment and talent of our diverse population

of employees is what drives our success and

enables us to be an industry leader.

Responsibility

We value clean and sustainable energy and

the safety of our employees and the public.

We will sustain these through socially responsible

operations and innovative leadership in

our industry.

Excellence

Each of us has the responsibility to ensure that

we deliver prudent and superior results that

align with our strategy and the needs of

our Shareholder.

CORPORATE VALUES

About ENMAX

ENMAX Group of Companies ENMAX Corporation is the parent company of the ENMAX Group of Companies

(ENMAX) that provides electricity, natural gas, renewable energy and value-added

services to customers across Alberta. ENMAX is an electricity pioneer. Our roots

extend back to 1905 when The City of Calgary Electric System was created. Today,

we employ over 1,700 employees who serve approximately 761,000 metered

customer locations across Alberta. We power homes, hospitals, schools, industries

and institutions, in addition to small, medium and large businesses.

ENMAX is owned by The City of Calgary, our sole Shareholder, and by extension

the citizens of Calgary. Our corporate headquarters, major operations and many

of our customers and employees are located in Calgary. We also have retail

offices in Red Deer and Edmonton. Most of our products and services are available

across Alberta.

At ENMAX, every decision we make is

influenced by one clear purpose: to deliver

long-term value to our Shareholder, The City

of Calgary, and to all Calgarians.

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ABOUT THIS REPORT2011 marks the third edition of the ENMAX Corporate Governance Report. this

report provides a clear and comprehensive review of ENMAX’s commitment to

effective governance grounded in the principles of transparency, accountability,

prudence and corporate social responsibility.

In this report you will find details about the activities and responsibilities of our Board and clear

explanations of how we meet the requirements of the law and meet or exceed standards of

leading corporate governance practices. Also included are details about how we compensate

ENMAX Board members who have the responsibility to provide oversight and stewardship for

our organization, and the senior executives who manage the day-to-day business of ENMAX.

About this REpoRt

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The Corporate Governance Report is one of four corporate reports that ENMAX produces to thoroughly disclose

all aspects of our performance for 2011. These reports, as well as reports from previous years, can be accessed

online at enmax.com:

Annual Review

This year-in-review document

summarizes ENMAX’s financial,

operational and corporate

responsibility performance in

a reader-friendly,

abbreviated format.

Financial Report

This report contains a review

of the results of operations

for ENMAX for the most

recent year-end. It provides

the full set of audited financial

statements and management’s

discussion and analysis detailing

the organization’s financial

performance and position.

Corporate Responsibility Report

This report demonstrates

how our vision for the social,

environmental and economic

aspects of corporate responsibility

is resulting in direct action and

implementation.

OUR REPORTS

We place priority on the importance of making our governance information easy for the users of this Report

to follow and believe the context in which our compensation decisions are made is important to share with

our stakeholders. To demonstrate this, our Governance Report focuses on the following key topics:

• ENMAX’s Culture of Corporate Governance, page 10

• The Governance Role of Our Shareholder, page 14

• Information on our Board of Directors, page 17

• Details about our Board Committees, page 40

• Director Compensation, page 45

• Executive Compensation, page 49

The level of disclosure in this report meets Canada’s national standard for corporate governance disclosure

practices as established by the Canadian Securities Administrators, as outlined in National Instrument 58-101

“Disclosure of Corporate Governance Practices” and National Instrument 51-102F6 “Executive Compensation

Disclosure”. This report includes a thorough discussion of ENMAX’s governance philosophy, the roles and

responsibilities of our Board and its Committees, a skills matrix that highlights each Director’s competencies,

a list of peer companies against which our Director and Executive compensation is based and full disclosure

of all compensation paid to our Directors, our President and CEO, CFO and the next three most highly paid

executives at ENMAX. The information contained within this document is as of December 31, 2011, unless

otherwise noted.

This report was reviewed and approved by the ENMAX Board of Directors on May 10, 2012.

About this REpoRt

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http://www.enmax.com/Corporation/Media+Room/ENMAX+Reports/default.htm

http://issuu.com/enmax/docs/enmax_annual_report_2011?mode=window&viewMode=doublePage

http://issuu.com/enmax/docs/enmax_financial_report_2011?mode=window&viewMode=doublePage

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https://www.securities-administrators.ca/

http://www.albertasecurities.com/securitiesLaw/Pages/ViewDocument.aspx?ProjectId=96489f4f-0de7-42e9-a11f-47079f40a329

http://www.albertasecurities.com/securitiesLaw/Pages/ViewDocument.aspx?ProjectId=3407ab4d-c5e0-4d90-854e-c2ff8595f804



CLEAR COMMITMENT: GOVERNANCE APPROACH

About this REpoRt

ENMAX’s board of directors and senior management are committed to providing

leadership in the corporate governance practices that guide our organization. our

governance practices are underscored by the understanding that how we earn profits is

equally as important as the level of profits we earn.

Our Board oversees the development of strategies and polices to optimize value for our stakeholders,

including customers, employees, the Shareholder and the citizens of Calgary. We follow a sound corporate

governance system and are committed to adherence to the regulatory framework set out in National

Instrument 58-101 “Disclosure of Corporate Governance Practices”. Our corporate structure, business

and disclosure practices are aligned to our corporate governance philosophy and culture.

We continue to encourage employees and suppliers to anonymously contact our Safety and Ethics

HelpLine to report any concerns related to non-compliance with these principles.

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Our ShareholderWe are accountable to our Shareholder, The City of Calgary — and by extension, all

Calgarians — to ensure that our organization is operated in a prudent and transparent

manner. Ongoing communication with our Shareholder and stakeholders is an integral

part of our adherence to these principles.

In 2011, this ongoing communication included sharing ENMAX’s approach to corporate

governance, Board and Executive compensation and a comprehensive review of ENMAX’s

business strategy.

Our Shareholder has confirmed its support of ENMAX’s business strategy, which includes:

• ENMAX’s continued competition in the deregulated retail, wholesale and generation

marketplace for electricity

• Technological and environmental leadership

• ENMAX’s vertical integration strategy, in which we support our customer commitments

with our own generation facilities, to help mitigate risk, facilitate future profitability and

provide competitively priced and reliable energy solutions for our customers

For the third consecutive year, ENMAX was honoured

for excellence in corporate reporting at the Oilweek/

ATB Financial Annual Report Awards, which recognize

Western Canada’s leading energy-related corporate

reports. Our 2010 Annual Review received the

top award in the Power & Transmission category

for editorial and graphic design, in addition to the

financial statements and analysis.

EXCELLENCE IN CORPORATE REPORTING

About this REpoRt

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http://www.oilweek.com/index.php/en/about.html



ENMAX’s Tone at the TopIn early 2011, the following Tone at the Top principles were adopted by ENMAX and endorsed by

our Shareholder:

The Board and Executive of ENMAX Corporation believe that how we earn profits is equally as

important as the level of profits we earn. We are accountable to our Shareholder for ensuring

prudence in our management of the company and for demonstrating this through the highest

standard of Shareholder engagement, oversight and transparency.

These principles reflect our commitment to transparency, prudency, accountability and corporate

responsibility. ENMAX developed an action plan to ensure our Tone at the Top principles were incorporated

into ENMAX’s Core Values Statement, Leadership Attributes, performance appraisals, Board, CEO and

Executive Position Descriptions and Corporate Responsibility Plan. Tone at the Top has also been incorporated

into our Principles of Business Ethics, a document that contains principles for ethical behaviour expected of

all ENMAX employees and Board members, and describes the governance and corporate culture we want

to develop and preserve. Further details about the Principles of Business Ethics can be found on page 39

of this report.

Corporate Governance Philosophy at ENMAX CorporationOur corporate governance philosophy stems from our belief that good corporate governance is the

cornerstone of an organization that seeks to continuously facilitate growth, improve effectiveness and

enhance stakeholder confidence. Our Board formulates strategies and policies to optimize value for our

Shareholder, customers, employees, the citizens of Calgary and our other stakeholders.

About this REpoRt

These principles reflect our commitment to transparency, prudency, accountability and

corporate responsibility.

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Transparency, accountability, integrity, fairness and continuous communication are integral components

of how we do our work. We give the highest priority to ensuring our internal systems protect the interests

of the Corporation, Shareholder, employees and other stakeholders. ENMAX has a sound corporate

governance system based on the following principles:

• A diversified, expertise-based, independant Board that guides ENMAX towards continued

responsible growth and success

• Clear definition of the roles and responsibilities of our Board and Executive team, making for

effective delegation practices and decentralized decision making

• Delegation to various Committees of the Board to ensure the Board’s complex mandate is

appropriately carried out

• Established system of accountability through rigorous annual evaluations of the Board, individual

Directors and our President and CEO

• Established leading edge enterprise risk management system

• Customer relationship management

• Undivided commitment towards effectiveness communications with our Shareholder and

stakeholders

Our corporate structure and business practices have been aligned to our governance philosophy

and culture.

About this REpoRt

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Principal Role of the BoardThe principal role of the Board is to act in the best interest of ENMAX. The President and CEO and

Executive Team are responsible for executing corporate strategy and the day-to-day management of

the organization. The Board oversees the performance of the CEO and ensures sound systems are in

place to manage our risks and operations. The Board, through engagement with the Executive, monitors

the Organization’s approach on such matters as ethics; compliance with applicable laws and regulatory

policies; environmental risks and obligations; health and safety performance; financial practices; and

disclosure and reporting. Visit our corporate website to review the current mandates or role descriptions

for the Board, its Committees, our President and CEO, and for positions of Board leadership such as our

Board Chair.

Board Governance Support to ManagementThe Board provides ongoing strategic oversight and direction, while ensuring the Organization operates in

a responsible manner and complies with applicable laws and regulations. This is a significant responsibility,

as Board members provide the leadership that ultimately shapes our corporate culture. Two of the most

critical functions the Board performs in its oversight role involve the Organization’s strategic development

and talent pool management.

The Board is engaged in the development, testing and approval of ENMAX’s high-level business strategies

which are examined and scrutinized at the Board level. Equally important is the ongoing development

of the individuals entrusted with the execution of our business strategies. ENMAX’s Board is responsible

for selecting and retaining a President and CEO and appointing their Executive team as Officers of

the Company. When ENMAX hires a CEO, the Board designates a Committee to actively manage the

selection process. Selection criteria include integrity, technical competence, character and experience

in the energy industry.

About this REpoRt

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The Human Resources Committee and Board review the performance of the overall organization, the

President and CEO and the Executive team on at least an annual basis. In addition, the Board receives

assurance that Management conducts performance appraisals for employees and the Board reviews and

approves employee compensation and benefit programs. While the Board considers compensation and

benefit packages of similarly situated companies, it tailors these programs to ENMAX’s size and financial

condition, and the nature, scope, and complexities of its operations.

The Board and the Human Resources Committee monitor employee turnover rates to evaluate whether

ENMAX is retaining employees with the expertise needed to fulfill its business strategies and objectives.

The Board also verifies that ENMAX has adequate training programs to support skill levels and keep

employees current with industry trends.

The Board holds a special meeting annually to review and consider executive succession planning and

workforce development over time. This plan identifies critical positions and qualified potential successors,

including interim replacements.

The Board oversees Executive and employee compensation programs and recognizes that the structure,

composition and resources of the Board should be constructed to permit effective oversight of the variable

compensation programs. The Board believes that variable compensation can be a useful management tool.

It constantly evaluates the variable compensation programs at ENMAX to ensure they are appropriately

balanced and provide recognition for individual and team effort and corporate performance. The Board

actively oversees the development and operation of variable compensation policies, systems and related

control processes. The Board also has access to a level of expertise in compensation practices that is

appropriate for the nature, scope and complexity of ENMAX’s activities.

As part of its progressive approach to governance, since 2005,

the ENMAX Board annually identifies key issues of significant

importance to the long-term success and viability of the

Corporation. Then, in addition to providing normal oversight, the

Board focuses on an in-depth review of these particular priority

areas. These reviews have included:

• A review of ENMAX’s human capital needs and talent

management processes, with plans to continue this focus in

the years ahead

• An ongoing in-depth review of safety at ENMAX

• Successfully developing and commissioning a significant

investment in Calgary’s energy future – the Shepard Energy Centre

ANNUAL BOARD FOCUS ON KEY PRIORITIES

About this REpoRt

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THE GOVERNANCE ROLE PROVIDED BY ENMAX’S SHAREHOLDER

ouR shAREhoLdER's GovERNANCE RoLE

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THE MANDATE FROM OUR SHAREHOLDER

Entrepreneurial and CompetitiveOur Shareholder, The City of Calgary, has encouraged ENMAX to embrace change and innovation.

We seek new opportunities and work to achieve greater efficiencies within the new energy market in

which we compete. Our goal is to earn the business of consumers and to provide continued value to

our regulated customers.

Grow Value and Stable DividendENMAX’s current Dividend Policy, as set by the Shareholder, requires the Organization to pay the greater of

$30 million per year or 30 per cent of prior year net earnings. ENMAX strives to pay a dividend that provides

an appropriate cash return to The City of Calgary, to reinvest profit to grow long-term equity value, and to

have a predictable and objective basis for the determination of future dividends so lenders have confidence

in ENMAX’s ability to pay interest and principal on debt.

On an annual basis, the Audit and Finance Committee

recommends to the Board of Directors the approval of an annual

dividend to be paid to the Shareholder. The following table sets

out the dividend generated for 2009, 2010 and 2011:

Best Value and Reliability for CustomersENMAX has a strong understanding of the various complexities that consumers face in Alberta’s

competitive electricity and natural gas markets. Our core values relate to the importance of our customers

– in particular, our Customer Focus value. We take pride in delivering cost effective, reliable services to

customers both in Calgary and across Alberta.

Environmental LeaderThe City of Calgary looks to ENMAX to set the example of environmental leadership. This is aligned

with the City’s focus on leading the way in environmental responsibility. ENMAX is committed to

demonstrating leadership in advancing more environmentally sensitive power generation choices

including natural gas, solar and wind.

Strong Corporate Social ResponsibilityThe City of Calgary encourages and expects ENMAX to be an efficient, cost-competitive and reliable

energy supplier, and to deliver energy in a safe and socially and environmentally appropriate manner.

ENMAX demonstrates its commitment to corporate social responsibility through such initiatives as solar

and micro-wind home generation.

YEARDIVIDEND GENERATED

(PAYABLE IN FOLLOWING YEAR)

2011 $56,000,000 2010 $55,600,0002009 $61,800,000


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Our Shareholder RelationshipOur relationship with our Shareholder is key and we regularly seek direction on a variety of business

matters, including: approval of annual budgets, approval of transactions in excess of $30 million, approval

of divestitures in excess of $8 million, appointment of ENMAX Directors, the approval of our Director

compensation framework, and the appointment of the external auditor. Our Executive and Board meet

with City Council in its capacity as Shareholder, for regularly scheduled meetings including the Annual

General Meeting in May. A portion of the Annual General Meeting is dedicated to an update that the public

can attend. ENMAX also meets annually with Council to discuss and approve ENMAX’s annual budget. For

competitive reasons, this meeting is conducted in-camera.

The Chair of our Audit and Finance Committee also meets annually with The City of Calgary Audit

Committee. This meeting provides an opportunity for the Chair of the Audit and Finance Committee to

discuss ENMAX’s governance practices as they relate to the Audit function. The following is a summary

of the Shareholder Meetings which took place in 2010 and 2011:

Shareholder Meetings 2010 and 2011DATE PURPOSE TYPE

May 2010 Annual Meeting of the Shareholder to approve the appointment of the External Auditor, the Election of Directors, and to receive the 2009 Audited Financial Statements and Annual Report

Regular (Annual)

July 2010 Shareholder approval to sell ENMAX’s British Columbia assets

Special

September 2010 Shareholder approval to appoint Charles Ruigrok and John Abbott to the ENMAX Board of Directors

Written Resolution

November 2010 Shareholder approval for the 2011 consolidated ENMAX Corporation Annual Budget

Regular (Annual)

February 2011 Review of Corporate Governance Special

April 2011 Review of ENMAX Energy Centres, Climate Change and Emissions Management Fund

Special

April 2011 Review of Executive Compensation, Directors’ Compensation, Board of Directors’ Nominations and Process

Special

May 2011 Annual General Meeting of the Shareholder to approve the appointment of the External Auditor, Election of Directors, and receive 2010 Audited Financial Statements & Annual Report

Regular (Annual)

November 2011 Shareholder approval for the 2011 consolidated ENMAX Corporation Annual Budget and Election of Directors

Regular (Annual)


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OUR BOARD OF DIRECTORS

Mr. Camarta is currently President and CEO of Western Hydrogen Ltd. He was born in Edmonton, Alberta, and holds a degree in

Chemical Engineering from the University of Alberta.

Mr. Camarta joined Shell in 1975 and held senior positions in Canada and abroad. Most notably, he led the successful development,

construction and start-up of Shell’s $6 billion Athabasca Oil Sands Project. Mr. Camarta retired from Shell in 2005 and worked as

Senior Vice President of Petro-Canada’s oil sands business.

Most recently, he held the position of Executive Vice President, Natural Gas for Suncor Energy Inc. until his retirement in 2011. Mr.

Camarta sits on the boards of the Alberta Shock Trauma Air Rescue Society (STARS), the Science Alberta Foundation, and the FSHD

Canada Foundation.

BOARD COMMITTEES SERVEDMEETING ATTENDANCE TO DECEMBER 31, 2011

OTHER PUBLIC COMPANY BOARDS

TOTAL COMPENSATION EARNED (UNTIL DECEMBER 31, 2011)

N/A $7,773 Mr. Camarta was appointed to the Board on November 10, 2011

TOTAL COMPENSATION EARNED IN 2010

$0

Areas of Expertise: Committee/Board Chair Expertise, Corporate Governance Expertise, Energy Sector Expertise, Engineering/

Construction Expertise, Financially Literate, M&A Experience, Political and/or Government Expertise

Age: 58

Calgary, Alberta

director since November 2011

independent

ouR boARd oF diRECtoRs

NEIL CAMARTA

All current directors were elected at the semi-annual shareholder meeting held on November 10, 2011. the

following tables provide information about our current board members, including background and experience

and other directorships. Meeting attendance and total compensation is as at december 31, 2011.

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Chair, Audit and Finance Committee

Age: 68

toronto, ontario

director since May 2010

independent

Mr. Hankinson served as the President and CEO of Ontario Power Generation Inc. from 2005 until his retirement in 2009. He is

now a corporate director.

Mr. Hankinson served as the President and CEO of New Brunswick Power Corporation from 1996 until 2002. In 1973, he joined

Canadian Pacific Limited and served as President and Chief Operating Officer from 1990 to 1995.

Mr. Hankinson has broad management experience in energy, transportation, resource and manufacturing-based businesses. He serves

as director of a number of Canadian companies, including Maple Leafs Foods Inc., CAE Inc. and Shoppers Drug Mart Corporation.

Mr. Hankinson has a Master of Business Administration from McMaster University and an Honorary Doctor of Law degree from

Mount Allison University. He is also a Chartered Accountant.




Audit and Finance (Chair) 3/4 75% Maple Leaf Foods Inc.

CAE Inc.

Shoppers Drug Mart

$130,011

Enterprise Risk Management (Chair) 3/3 100% TOTAL COMPENSATION EARNED IN 2010

Investment Review 7/7 100% $83,600

Areas of Expertise: Committee/Board Chair Expertise, Electricity Industry Expertise, Energy Sector Expertise, Financial Expertise,

Financially Literate, Retail Business Expertise, Successful Corporate Leadership Expertise


JAMES HANKINSON

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Age: 67

toronto, ontario

director since 2006

independent

Mr. Harris’ career includes roles as a schoolteacher, a School Board Trustee and Chair and as an owner/operator of several successful

businesses in Northern Ontario. First elected to the Ontario Legislature in 1981, the former Minister of Natural Resources and Energy

became the 22nd Premier of Ontario in 1995. He was re-elected in 1999.

After leaving office in April 2002, Mr. Harris served as Senior Business Advisor at Goodmans LLP. Currently he is Senior Business

Advisor with Cassels Brock & Blackwell LLP.

Mr. Harris serves as a Director on several public and private corporate boards as well as the Tim Horton Children’s Foundation. Mr.

Harris is President of his own consulting firm and is a Senior Fellow with The Fraser Institute, a leading Canadian economic, social

research and education organization.




Corporate Governance 7/8 88% Canaccord Financial

Chartwell Seniors Housing REIT

Element Financial

FirstService Corporation

Route 1 Inc.

$106,964

Corporate Social Responsibility (CSR) and Sustainability

2/2 100%TOTAL COMPENSATION EARNED IN 2010

Human Resources 6/7 86% $116,000

Areas of Expertise: Committee/Board Chair Expertise, Corporate Governance Expertise, Environmental Expertise, Financially

Literate, Government Relations Expertise, Successful Corporate Leadership Expertise


MIKE HARRIS, icd.d

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Chair, investment Review Committee

Age: 65

toronto, ontario

director since 2005

independent

Mr. Lenz is a Director of Newport Private Wealth Inc. and also serves on a number of boards associated with the Newport Partners

Private Growth Fund. In addition to serving on the Board of ENMAX, he has previously served on public boards including Trizec

Canada Inc., DataMirror Corporation and Dalsa Corporation.

Mr. Lenz was Vice President and Director of RBC Dominion Securities Inc. from 1986 to 1999, Vice President, Goldman Sachs & Co.

from 1976 to 1986 and with A.E. Ames & Co. Incorporated from 1969 to 1976. His experience includes raising equity and debt capital

for many of Canada’s leading companies, mergers and acquisitions, project finance and real estate advisory activity.

Mr. Lenz received his Bachelor of Science (chemical engineering) degree from the University of Saskatchewan, Saskatoon, in 1970.




Audit and Finance 4/4 100% N/A $140,511

Human Resources 6/7 86% TOTAL COMPENSATION EARNED IN 2010

Investment Review (Chair) 7/7 100% $136,500

Areas of Expertise: Committee/Board Chair Experience, Commodities Trading, Corporate Governance Expertise, Financial

Expertise, Financially Literate, M&A Experience, Pension Experience, Risk Management Expertise, Successful Leadership Experience


DON LENZ

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Age: 72

Calgary, Alberta

director since 2004

Non-independent

Alderman Lowe has been Alderman of Ward 2 since October 2001. Currently he serves on the following committees of Council: Vice

Chair, Priorities and Finance Committee; member Standing Policy Committee Land Use and Urban Development; Standing Policy

Committee Transportation and Transit; Audit Committee, Calgary Planning Commission, Inter Governmental Affairs Committee,

Pension Governance Committee and Legacy Parks Committee.

Prior to being elected, Alderman Lowe was Manager of Calgary Air Traffic Control at the Calgary International Airport between 1977

and 1996.

Alderman Lowe has a long history of community involvement including volunteering at the 1988 Olympic Games for the Airspace

Design, Management and Control. As well, he was a member of the Calgary Transportation Authority, Calgary Police Commission,

Calgary Subdivision and Development Appeal Board, Alberta Law Enforcement Review Board and Alberta Social Care Facilities

Review committee.




Corporate Governance (Advisory) 7/8 88% N/A N/A – Alderman Lowe did not receive compensation for serving on the ENMAX Board of Directors

Project Review 3/5 60%

Areas of Expertise: Committee/Board Chair Experience, Communication and/or Public Relations Expertise, Corporate

Governance Expertise, Financially Literate, Government Relations Expertise


GORD LOWE, icd.d

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Chair, board of directors

Age: 58

Calgary, Alberta

director since 2008

independent

Mr. Melchin serves on a number of Crown and public boards. He currently serves as Chair of ENMAX Corporation and Chair of PPP

Canada (a federal Crown corporation). He is a director on two publicly traded companies, Baytex Energy Corporation and Total

Energy Services. In addition, he serves as a director for two private companies and one volunteer board, STARS.

Mr. Melchin was a Member of the Legislative Assembly (MLA) of Alberta (Calgary-North West Constituency) from 1997 to

2008. During that time he held the following ministerial assignments: Minister of Seniors and Community Supports; Minister of

Energy; and Minister of Revenue. While serving as an MLA, Mr. Melchin also held the following Alberta Committee assignments:

Member of Treasury Board; Chair, Standing Policy Committee on Finance and Intergovernmental Relations; and Chair, Capital

Planning Committee.

Mr. Melchin has extensive experience in the business community with 20 years in senior Financial Management roles including Chief

Financial Officer and Vice President, Finance.

Mr. Melchin graduated from Brigham Young University in 1977 with a B.Sc. He received his C.A. designation from the Institute of

Chartered Accounts of Alberta in January 1980 and a Fellow Chartered Accountant designation in June 2004. He also holds an ICD.D

designation from the Institute of Corporate Directors/Haskayne School of Business, University of Calgary.




Corporate Governance (Acting Chair) 8/8 100% Baytex Energy Corporation

Total Energy Services

$193,523

Ex officio member of all Board Committees


$124,000

Areas of Expertise: Committee/Board Chair Experience, Energy Sector Expertise, Finance Expertise, Financially Literate, Political

and/or Government Expertise, Successful Corporate Leadership Expertise


GREG MELCHIN, fca, icd.d

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Chair, human Resources Committee

Age: 52

vancouver, british Columbia

director since 2007

independent

Ms. Morgan-Silvester is Chancellor of the University of British Columbia and Chair of BC Women’s Hospital & Health Centre

Foundation. She is a Director of ENMAX Corporation, and a member of the Westerkirk Investment Advisory Committee, Canada’s

Top 40 Under 40 National Advisory Board and the David Suzuki Foundation National Business Advisory Council.

She is past Chair of Port Metro Vancouver and chaired the committee responsible for overseeing the merger of the three ports in

the Lower Mainland, including Canada’s largest port. Past affiliations include: Chair, Vancouver Port Authority; Chair, Blue Ribbon

Council on Vancouver’s Business Climate; Chair, HSBC Trust Company (Canada); Chair, HSBC Securities (Canada) Inc; Chair, HSBC

Investment Funds (Canada) Inc; Director, Canadian Direct Insurance Inc; Director, CD Howe Institute; and Member of the Faculty

Advisory Board for Sauder School of Business, University of British Columbia.

Ms. Morgan-Silvester has extensive experience across North America in the financial services sector. As past Executive Vice President,

Personal Financial Services and Wealth Management for HSBC Bank Canada, she had national business line accountability for retail banking,

internet banking, full service and self-directed brokerage, asset management, trust, insurance and private banking businesses. Ms. Morgan-

Silvester was also President and CEO of HSBC Trust Company (Canada). She is a Fellow of the Institute of Canadian Bankers.

Ms. Morgan-Silvester has been recognized through a number of awards including: the Association of Women in Finance Lifetime

Achievement Award, Influential Women in Business Award and Canada’s Top 40 Under 40 Award. She has been named as one of

British Columbia’s 100 Women of Influence and was included in Vancouver Magazine’s Power 50 List.




Audit and Finance 4/4 100% N/A $167,511



Enterprise Risk Management 3/3 100% $133,000

Human Resources (Chair) 7/7(1) 100%

Areas of Expertise: Committee/Board Chair Experience, Corporate Governance Expertise, Environmental Expertise, Financial

Expertise, Financially Literate, Human Resources Expertise, Information Technology Expertise, Retail Business Expertise,

Successful Corporate Leadership Expertise(1) human Resources Committee meetings do not include meetings associated with the CEo search Committee.


SARAH MORGAN-SILVESTER

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Dr. Page is currently TransAlta Professor of Environmental Management and Sustainability at the University of Calgary’s Institute for

Sustainable Energy, Environment, and Economy. He is also an adjunct professor in the Haskayne School of Business. From 1997 to

early 2007 he was Vice President Sustainable Development for TransAlta Corporation and from 1990 to 1997, he was Dean, Faculty

of Environmental Design, University of Calgary.

Dr. Page is known nationally and internationally for his work on energy and environmental management. He chairs the International

Environmental Standards initiative (ISO 14000 series) out of Geneva which includes 225,000 companies. He is the past chair of the

National Round Table on Environment and Economy in Ottawa. He is Board Member of the Canadian Water Network for national

water research. He is a Fellow and Governor of the Royal Canadian Geographical Society. He is a member of the joint Canadian-

American task force designing geological storage standards for Carbon Capture and Storage. He is a frequent speaker at business

conferences in Canada and internationally on energy and environmental issues. He is a former board member of the International

Institute for Sustainable Development and environmental advisor to Government of Canada on the NAFTA negotiations. He has

completed the ICD.D directors course.

Dr. Page holds a PhD in International Relations from Oxford University and a BA and MA from Queen’s.




Corporate Governance 7/8 88% N/A $130,011

Corporate Social Responsibility (CSR) and Sustainability (Chair)


Enterprise Risk Management 3/3 100% $120,000

Areas of Expertise: Committee/Board Chair Experience, Commodities Trading, Electricity Industry Expertise, Energy Sector

Expertise, Environmental Expertise, Financially Literate, Human Resources, Political and/or Government Expertise,

Risk Management

Chair, Corporate social Responsibility and sustainability Committee

Age: 71

Calgary, Alberta

director since 2007

independent


ROBERT PAGE

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Alderman Brian Pincott was first elected to serve as Alderman for Ward 11 in October 2007. He moved to Calgary in 1996 and since

his arrival has been involved in numerous community activities and initiatives.

Currently, Alderman Pincott serves on the following committees of Council: Priorities and Finance Committee, Standing Policy

Committee on Transit and Transportation, Standing Policy Committee on Community and Protective Services, Chair of Audit

Committee, Calgary Arts Development, Calgary Economic Development and the Calgary Housing Company.

Alderman Pincott graduated from Acadia University with a Bachelor of Arts in 1985. From that time until his election to Calgary City

Council, Alderman Pincott worked in the theatre industry across Canada in a variety of roles, most recently as Production Manager

and Lighting Designer for Alberta Theatre Projects.





3/4 75% N/A N/A – Alderman Pincott did not receive compensation for serving on the ENMAX Board of Directors

Investment Review 4/7 57%

Areas of Expertise: Committee/Board Chair Experience, Financially Literate, Political and/or Government Expertise

Age: 50

Calgary, Alberta

director since May 2010

Not independent


BRIAN PINCOTT

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Mr. Ruigrok served as CEO of Syncrude Canada Ltd. from late 2003 until his retirement in 2007. He is now a Corporate Director.

Prior to his term at Syncrude, Mr. Ruigrok served as Vice President of Oil Sands Development and Research at Imperial Oil, where

he was responsible for the development of Imperial’s extensive oil sands asset portfolio, including Imperial’s Cold Lake operation

and its 25 per cent interest in Syncrude. His 26-year career with Imperial Oil included diverse assignments in operations, project

management, R&D, business planning and natural gas marketing.

Mr. Ruigrok has broad management experience in the energy industry, bringing both operating and major project engineering and

construction management expertise to the ENMAX Board. He holds Bachelor of Engineering Science (1978) and Master of Engineering

(1984) degrees in Civil Engineering from the University of Western Ontario and is a member of Professional Engineers Ontario.

Mr. Ruigrok is also a director of Soane Energy LLC and a past director of Syncrude Canada Ltd, Rainbow Pipeline Company, Progas

Limited, the Alberta Chamber of Resources, and Petroleum Technology Alliance Canada, and a former member of the Board of

Governors of the Canadian Association of Petroleum Producers.




Audit and Finance 1/1 100% N/A $16,795(1)

Enterprise Risk Management

Human Resources Committee TOTAL COMPENSATION EARNED IN 2010

Project Review (Chair) $35,250

Areas of Expertise: Committee/Board Chair Experience, Corporate Governance Expertise, Electricity Industry Expertise, Energy

Sector Expertise, Engineering/Construction Expertise, Environmental Expertise, Financially Literate, Human Resources Expertise,

Risk Management Expertise, Successful Corporate Leadership Experience

(1) Mr. Ruigrok was appointed as interim president and CEo on February 7, 2011 and did not receive director remuneration for the balance of 2011.

interim president and CEo and Chair,

project Review Committee

Age: 55

Calgary, Alberta

director since september 2010

Not independent


CHARLES RUIGROK

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Kathleen (Kathy) Sendall, C.M., FCAE, P.Eng. is a Director of CGG Veritas, and chairs the Health, Safety and Environment, Sustainability

and Corporate Social Responsibility Committee and is a member of the Technology Committee.

Ms. Sendall is a Director and Vice Chair of Alberta Innovates - Energy and Environment Solutions and has also served in various advisory

capacities to both federal and provincial governments in the areas of climate change, carbon capture and storage, environmental

legislation and Arctic foreign policy. She is currently chairing the Canadian Council of Academies’ Expert Panel on State of Industrial R&D.

Previously, she was the Senior Vice President of Petro-Canada’s North American Natural Gas Business Unit, and was responsible for

the company’s conventional oil and gas production and exploration in North America.

Ms. Sendall has been honored with many awards including: the Order of Canada for her contributions to the advancement of women

in engineering and in the corporate sector; the YWCA Women of Distinction Award; an honorary Bachelor of Applied Industrial

Ecology degree from Mount Royal College; was twice named one of Alberta’s 50 Most Influential People by Alberta Venture; one

of Canada’s Most Powerful Women in the Corporate Executive category (2002-2006) the ‘Women Who Make a Difference’ award

from the International Women’s Forum; and was inducted into Canada’s Most Powerful Women, Top 100 Hall of Fame.

Ms. Sendall graduated from Queen’s University in 1977 with a Bachelor of Science (Honours) degree in Mechanical Engineering and

attended the Ivey Executive Program at the Ivey School of Business in 1990.




CGG Veritas $7,773 Ms. Sendall was appointed to the Board on November 10, 2011


$0

Areas of Expertise: Committee/Board Chair Experience, Corporate Governance Expertise, Energy Sector Expertise, Engineering/

Construction Expertise, Financially Literate, M&A Experience, Retail Business Expertise, Successful Corporate Leadership Experience

Age: 59

Calgary, Alberta

director since 2011

independent


KATHLEEN SENDALL

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Mr. Shaw recently retired as a senior partner in the Corporate Finance and Mergers and Acquisitions Group of McCarthy Tétrault

LLP in Calgary, a firm he served with for more than 35 years. He continues a legal advisory practice in his professional corporation

pertaining to boards of directors, board committees, director and officer liabilities, indemnification and insurance, and corporate

governance and shareholder rights plans.

Mr. Shaw is Chair of the Board of Governors of Mount Royal University and former Chair of its Audit and Finance Committee. He is a

Governor of Calgary’s Glenbow Museum, where he recently served as Chair of its Governance Committee and now serves as Interim

Vice Chair. He is a former Director of the Institute of Corporate Directors and Past Chair of its Calgary chapter. He also serves on the

Alberta Securities Commission and is a Director of and Chair of the Governance Committee and a member of the Compensation

Committee of Inter Pipeline Fund, a TSX listed limited partnership.

Mr. Shaw is also a member of the Board and Chair of the Governance Committee of Carbon Management Canada Inc. and sits on

its Audit Committee. In the past, he served on the Theatre Calgary board.

He holds a B.Sc. with great distinction from McGill University and a LLB from the University of Toronto. He was admitted to the

Alberta bar in 1981 and the Ontario bar in 1973 and was appointed Queen’s Counsel in 1991.




Inter Pipeline Fund $7,773 Mr. Shaw was appointed to the Board on November 10, 2011


$0

Areas of Expertise: Committee/Board Chair Experience, Corporate Governance Expertise, Engineering/Construction Expertise,

Financial Expertise, Financially Literate, M&A Experience, Successful Corporate Leadership Experience

Age: 66

Calgary, Alberta

director since 2011

independent


RICHARD SHAW, q.c., icd.d

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Independent and Non-independent DirectorsIndependent Board members bring a fundamental benefit to a corporation — objectivity. Having a majority of independent Directors provides assurances that decisions made are done so in the best interests of the organization. The Corporate Governance Committee and the Board review the status of our Directors annually to ensure that the Board is composed of a majority of Directors who can provide independent, varied and experienced perspectives. The independence of potential Board nominees is also reviewed when considering appointments. In order to determine independence, ENMAX refers to National Instrument 52-110 “Audit Committees”.

Board members must provide the Board with information about their business and other relationships with ENMAX or our employees. They must also advise the Board if there are any material changes to their circumstances or relationships that could affect the assessment of independence.

The Board believes that a substantial majority of the Board must be independent, and that the Audit and Finance Committee and the Human Resources Committee must consist entirely of independent Board members. As such, 75 per cent of ENMAX’s Board members are considered independent. In 2011, Mr. Ruigrok was not considered independent as Interim President and CEO. Aldermen Lowe and Pincott are also not considered independent because they serve as Aldermen of The City of Calgary, our sole Shareholder.

Mr. Greg Melchin, Chair of the Board, is independent. He assumed the role in September 2011.

For further information on the independence of the Audit and Finance Committee members, please see page 40.

AUDIT AND FINANCE

CORPORATE GOVERNANCE

CSR AND SUSTAINABILITY

ENTERPRISE RISK

MANAGEMENT(1)

HUMAN RESOURCES

INVESTMENT REVIEW

PROJECT REVIEW

Independent

Neil Camarta

James Hankinson √ √ √

Mike Harris √ √

Don Lenz √ √ √

Greg Melchin √(2)

Sarah Morgan-Silvester √ √ √ √

Robert Page √ √ √

Kathleen Sendall

Richard Shaw

Non-independent

Gord Lowe √ √

Brian Pincott √ √

Charles Ruigrok (3) √ √ √

Total Committee Members 3 4 4 3 4 3 3

Total Number of Meetings Held in 2010 4 5 4 4 6 9 0

Total Number of Meetings Held in 2011 4 8 4 3 7(4) 7 5

n Chair n Advisory(1) the Enterprise Risk Management Committee was disbanded in November 2011.

(2) Mr. Melchin served as Acting Chair of the Corporate Governance Committee in November 2011.

(3) Former board member Mr. John Abbott served as Chair of the project Review Committee until May 25, 2011, where upon Mr. Ruigrok assumed the role.

(4) Number does not include CEo search Committee meetings.


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http://www.albertasecurities.com/securitiesLaw/Pages/ViewDocument.aspx?ProjectId=9dfcb3f1-aeee-43fd-b91e-9a311781a67b



Board and Committee Meetings and AttendanceAll Directors strive to attend all Board meetings and meetings of Committees of which they are members. In 2010, the Board and Committee attendance rate averaged 89 per cent and In 2011, the Board and Committee attendance rate averaged 94 per cent. The number of meetings held during 2010 and 2011 is set out below, along with attendance schedules of individual Directors. Further information on Committee memberships can be found in each Director’s biography section.

The Board values the practice of Board members attending Committee meetings of which they are not members and as such, Directors hold a standing invitation to attend all Committee meetings. When setting the meeting schedule, all Board members are invited to attend at least one Committee meeting of which they are not members and may participate in such meetings by teleconference if they cannot attend in person. In this way, Board members can both contribute to and gain comfort with the level of knowledge, engagement and participation of those other Committees.

As a matter of good governance, each Board and Committee meeting agenda includes dedicated time for in-camera sessions with and without the President and CEO present. In the instance of the Audit and Finance Committee, in-camera sessions are also scheduled with the External and Internal Auditors independently.

When a corporation has a controlling shareholder, board members who have ties to the controlling shareholder are considered “non-independent”. To ensure that the interests of the minority shareholders are protected, boards may hold in-camera sessions without the representatives of the controlling shareholder present. In the case of ENMAX, notwithstanding that Aldermen Lowe and Pincott are considered non-independent due to their ties to our sole Shareholder, the need to hold in-camera sessions at which they are not present does not arise as there is no minority shareholder interest to protect.


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Board and Committee Meeting Attendance 2010

DIRECTOR

BOARD MEETING 2010 COMMITTEE MEETING ATTENDANCE

BOARD AUDIT AND FINANCECORPORATE

GOVERNANCECSR AND

SUSTAINABILITYENTERPRISE RISK MANAGEMENT

HUMAN RESOURCESINVESTMENT

REVIEWTOTAL

Num

ber

Shar

ehol

der M

eetin

gs

Spec

ial M

eetin

gs

Per C

ent

Num

ber

Spec

ial M

eetin

g

Per C

ent

Gue

st

Num

ber

Spec

ial M

eetin

gs

Per C

ent

Gue

st

Num

ber

Per C

ent

Gue

st

Num

ber

Per C

ent

Gue

st

Num

ber

Spec

ial M

eetin

gs

Per C

ent

Gue

st

Num

ber

Per C

ent

Gue

st

Num

ber

Per C

ent

JOHN ABBOTT 2/3 1/1 4/4 88% 1 1 1/2 50% 1 8/10 80%

CLIFF FRYERS (CHAIR OF THE BOARD AS OF MAY 21, 2010)

7/7 3/3 6/6 100% 4/4 1/1 100% 4 2 2/2 100% 2 4/4 2/2 100% 2 9/9 100% 38/38 100%

JAMES HANKINSON 3/4 1/1 6/6 91% 2/2 1/1 100% 1 2/2 100% 6/6 100% 21/22 95%

MIKE HARRIS 6/7 1/2 4/6 73% 1 4/4 1/1 100% 4/4 100% 1 1 20/24 83%

BOB HAWKESWORTH 3/3 1/1 100% 1 2/2 100% 1 1 6/6 100%

DONALD LENZ 7/7 1/2 5/6 87% 4/4 1/1 100% 1 4/4 100% 1 9/9 100% 31/33 94%

FRANCIS LEONG 3/3 1/1 100% 2/2 100% 1 2/2 100% 3/3 100% 11/11 100%

GORD LOWE 6/7 3/3 5/6 88% 1 4/4 1/1 100% 1 1 19/21 90%

THOMPSON MACDONALD (CHAIR OF THE BOARD UNTIL MAY 21, 2010)

3/3 1/1 100% 1 2/3 67% 2 2/2 100% 3/3 100% 3 11/12 92%

IAN MACGREGOR 1/2 50% 1 2/2 100% 1/3 33% 2/2 100% 6/9 67%

GREG MELCHIN 7/7 2/2 6/6 100% 4/4 1/1 100% 4/4 1/1 100% 1 2 5/5 100% 30/30 100%

MARGOT MICALLEF 6/7 2/2 5/6 87% 3/4 1/1 80% 2/4 50% 2/4 50% 1 21/28 75%

SARAH MORGAN-SILVESTER

7/7 1/2 6/6 93% 4/4 1/1 100% 1 1 2/2 100% 4/4 2/2 100% 27/28 96%

ROBERT PAGE 7/7 2/2 5/6 93% 1 1 4/4 100% 4/4 100% 1/1 100% 1 23/24 96%

BRIAN PINCOTT 3/4 2/2 2/5 64% 2/2 100% 1/2 50% 10/15 67%

CHARLES RUIGROK 3/3 0/1 4/4 88% 1/1 100% 1 8/9 89%

TOTALS 74/81 21/25 58/67 88% 20/20 5/5 100% 6 17/19 4/4 91% 9 14/16 88% 7 22/24 92% 5 16/18 5/5 91% 10 33/35 94% 6

n Chair


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Board and Committee Meeting Attendance 2011

ATTENDANCE 2011 DIRECTOR

NUMBER AND PER CENT OF MEETINGS ATTENDED

BOAR

D

AUD

IT A

ND

FIN

ANCE

CORP

ORA

TE

GO

VERN

ANCE

CSR

AND

SU

STAI

NAB

ILIT

Y

ENTE

RPRI

SE R

ISK

MAN

AGEM

ENT

HU

MAN

RES

OU

RCES

(1)

INVE

STM

ENT

REVI

EW

PRO

JECT

REV

IEW

COM

MIT

TEES

(TO

TAL)

OVE

RALL

AT

TEN

DAN

CE

JOHN ABBOTT 9/10

(90%) - - - 2/2 - 4/4 3/3

9/9

(100%)

18/19

(95%)

NEIL CAMARTA 1/1

(100%)- - - - - - -

0/0

(100%)

1/1

(100%)

CLIFF FRYERS 14/14

(100%)3/3 - - - 5/5 5/5 -

13/13

(100%)

27/27

(100%)

JAMES HANKINSON 15/15

(100%)

3/4

(Chair)- -

3/3

(Chair)- 7/7 -

13/14

(93%)

28/29

(97%)

MIKE HARRIS 11/15

(73%)- 7/8 2/2 - 6/7 - -

15/17

(88%)

26/32

(81%)

DONALD LENZ 14/15

(93%)4/4 - 6/7

7/7

(Chair)-

17/18

(94%)

31/33

(94%)

GORD LOWE 12/15

(80%)- 7/8 - - - - 3/5

10/13

(77%)

22/28

(79%)

GREG MELCHIN 14/15

(93%)

(Chair)

4/4

8/8

(Acting

Chair)

- - - - 5/517/17

(100%)

31/32

(97%)

MARGOT MICALLEF 12/12

(100%)- 7/7 3/3 - - - 4/4

14/14

(100%)

26/26

(100%)

SARAH MORGAN-SILVESTER 15/15

(100%)4/4 4/4 3/3

7/7

(Chair)- -

18/18

(100%)

33/33

(100%)

ROBERT PAGE 13/15

(87%)- 7/8

4/4

(Chair)3/3 - - -

14/15

(93%)

27/30

(90%)

BRIAN PINCOTT 15/15

(100%)- - 3/4 - - 4/7 -

7/11

(64%)

22/26

(85%)

CHARLES RUIGROK 15/15

(100%)- - - - - -

1/1

(Chair)

1/1

(100%)

16/16

(100%)

KATHLEEN SENDALL 0/1

(0%)- - - - - - -

0/1

(0%)

0/1

(0%)

RICHARD SHAW 1/1

(100%)- - - - - - -

1/1

(100%)

1/1

(100%)

(1) human Resources Committee meetings do not include meetings associated with the CEo search Committee.

Mr. Abbott ceased to be a member of the board of directors on May 25, 2011. Ms. Micallef ceased to be a member of the board of directors on september 7, 2011. Mr. Fryers ceased to be a member of the board of directors on september 15, 2011. Mr. Melchin was appointed as Chairman of the board and Acting Chair of the Corporate Governance Committee on september 15, 2011. Mr. Camarta was appointed as a member of the board of directors on November 10, 2011. Ms. sendall was appointed as a member of the board of directors on November 10, 2011. Mr. shaw was appointed as a member of the board of directors on November 10, 2011.


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Our Directors share their expertise and experience in many ways. Attendance at scheduled Board and Committee meetings

represents a portion of the time and effort contributed to advance our interests. Outside of formally scheduled meetings, our

Board members, such as our Board Chair and the Chair of our Corporate Social Responsibility (CSR) and Sustainability Committee,

will attend planning meetings with Management or periodic informal briefings with our Shareholder.

It is recognized by the Board that when newly appointed Board members join, they may have difficulty arranging their schedules

to attend all meetings that have been previously scheduled. When this occurs, Board members contact the Board Chair, Chairs of

applicable Board Committees, Management or the Corporate Secretary to be updated on meeting business.

Position Descriptions for Board Chair, Committee Chairs, Directors and President and CEOThe Board develops and publicly discloses Position Descriptions for the Chair, Committee Chairs and individual Directors. They are

reviewed annually by the Corporate Governance Committee with any required updates recommended for approval to the Board.

The Board has also established a position description for the President and Chief Executive Officer (CEO). The President and CEO

position description is reviewed annually by the Human Resources Committee and any updates are recommended for approval to

the Board of Directors. Descriptions of these positions can be found online at enmax.com/corporation.

Appointment of Directors and Skills Matrix On an annual basis, the Board performs two key tasks related to the appointment of Directors:

1. Meets for two full days to discuss, deliberate and approve the ENMAX strategy

2. Performs a rigorous Board Evaluation process where a performance assessment of the Board Chair, the CEO, the Board as a whole,

and individual Directors is undertaken

These processes, in combination, help the Board to build and maintain a collective set of skills, abilities and experiences that ensures

they can effectively oversee the formation and execution of ENMAX’s strategy. A Skills Matrix sets out the skills the Board requires

for optimal performance over time and is maintained by the Corporate Governance Committee and Board annually – please refer

to the next section of this Report for more detail.

When reviewing the Skills Matrix, the Committee assesses the Board’s needs to ensure the range of skills is appropriately reflective of:

• The industry in which ENMAX operates

• The markets in which ENMAX operates

• Accounting, finance and legal matters

If the Committee determines the Board would benefit from changes or adjustments to its composition, the recruitment process

may be initiated. This process includes the following steps:

1. The Corporate Governance Committee retains an external, independent recruitment advisor to identify individuals with the skills

and experience required. Any recommendations made by the Board are submitted to the external recruitment advisor in order to

maintain independence throughout the recruitment process.

2. The recruitment advisor develops a list of potential appointees taking into account, among other things, the particular skills and

experience of each individual and their ability to fit with the existing Board. An analysis of their skills in comparison to the Skills

Matrix is undertaken. The recruitment advisor also considers behavioural characteristics, including ethics and integrity, the ability

to be a team player, having the capability to have a wide perspective, having strong reasoning skills and strong business judgment.

The recruitment advisor also considers any potential conflicts that an appointee may have.


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3. Once the external recruitment advisor identifies suitable candidates, candidate profiles are sent to and discussed with the Chair

of the Corporate Governance Committee to ensure that the initial list has adequately taken into account the skills required by

the Board.

4. Candidate profiles are sent to a selection committee that the Corporate Governance Committee and the Board has authorized

to review profiles and perform interviews. The committee generally consists of the Board Chair, the Chair of the Corporate

Governance Committee and the Chair of the Audit and Finance Committee.

5. Once interviews take place, a fulsome overview of the process for determining potential appointees is provided by the selection

committee to the Corporate Governance Committee and if agreement is reached as to which candidates will be put forth to the

Board, the Corporate Governance Committee will recommend the most appropriate person from the short list to be invited to

become a Director. Upon approval of the Board, Director nominees will be put forward for election by the Shareholder.

Factors considered when recommending a person for appointment as a Director also include the time commitment required by a

Director to effectively discharge his or her duties; the number of existing directorships and other commitments that may demand the

attention of the appointee; the nature of existing positions, directorships or other relationships and the impact that each may have

on the appointee’s ability to exercise independent judgment; and the extent to which the appointee is likely to work constructively

with the existing Directors and contribute to Board’s overall effectiveness.The Corporate Governance Committee maintains an

evergreen list of potential Directors, as previously identified by both Board members and the external recruitment advisor.

Skills MatrixThe Board believes a strategic, diverse mix of skills, experience and expertise is critical to ensuring effective oversight of the wide

range of issues that arise with ENMAX’s complex operations. The Skills Matrix is a living document and is constantly evolving in

accordance with ENMAX’s strategy. The Skills Matrix supports the Board’s efforts to ensure an optimal and evolving balance of

skill exists today and is planned for over time in the event of retirements or other Director succession requirements. The Corporate

Governance Committee and the Board annually complete a comprehensive review of the Skills Matrix. Individual Board members are

also required to complete a self-assessment against the Skills Matrix, which is reviewed by the Corporate Governance Committee. It

is through this process that the Board collectively determines whether it is constituted of the appropriate Board members necessary

to achieve the organization’s strategy.

The following table lists the 18 categories of skills and experience that are essential to the Board overall, to effectively oversee and

act as a strategic resource for the Organization:

SKILL EXPERIENCE DESCRIPTIONNUMBER OF DIRECTORS WITH SKILL

Political and/or Government Expertise

Serving an active role in municipal, provincial or federal government, in addition to senior management experience in political and public consultation.

6

Retail Business Expertise Senior executive or consulting experience in retail business, combined with a strong knowledge of ENMAX’s strategy, markets, competitors, financials, operational issues and regulatory concerns. May include marketing expertise related to energy marketing.

2

Information Technology Expertise Senior executive or consulting experience with Information Technology. May have formal education in this regard.

1

Energy Sector Expertise Senior executive or consulting experience in the energy industry, combined with a strong knowledge of ENMAX’s strategy, markets, competitors, financials, operational issues, regulatory concerns and technology. May have technical training and formal education in this regard (e.g. Engineering degree).

6


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SKILL EXPERIENCE DESCRIPTIONNUMBER OF DIRECTORS WITH SKILL

Commodities Trading Senior executive experience in financial commodities trading firms. 2

Corporate Governance Expertise Senior executive experience relating to corporate governance, including acting as the Chair of a Corporate Governance and/or Nominating Committee of a Board of Directors (public, private or non-profit sectors) or serving in a senior role as either General Counsel and/or Corporate Secretary, including accumulating expertise in this regard as a result of a role in a law firm. May include formal education (e.g. ICD.D or Chartered Directors Course designations) or other academic training relating to the corporate governance profession.

8

Financial Expertise Senior executive experience or consulting in financial accounting and reporting and corporate finance, especially with respect to debt and equity markets. Comprehensive knowledge of internal financial controls and GAAP. Expertise in auditing, evaluating or analyzing financial statements. May have formal education in this regard.

5

Tax Expertise Senior executive experience or consulting in tax, including thorough understanding of tax law and complex issues and corporate incentives relating to tax. May have formal education in this regard.

0

Financially Literate Individual having the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by ENMAX’s financial statements.

12

Successful Corporate Leadership Experience

Senior executive experience driving strategic insight and direction to encourage innovation and conceptualize key trends to continuously challenge the organization to sharpen its vision while achieving significant organic growth.

7

Mergers and Acquisitions Experience

Senior executive and/or legal experience in M&A activity. Includes consulting role in M&A activities.

4

Committee/Board Chair Experience

Prior or current experience as a board member of a major organization (public, private or non-profit sectors).

12

Environmental Expertise Thorough understanding of environmental regulations and public policy related to environmental matters, including active participation in environmental initiatives and demonstrated leadership in environmental sustainability.

4

Risk Management Expertise Senior executive experience in analyzing exposure to risk and successfully determining appropriate measures to manage such exposure.

2

Human Resources Expertise Senior executive experience or board compensation committee participation with a thorough understanding of compensation, benefit and pension programs, human capital planning, legislation and agreements. This includes specific expertise in executive compensation programs including base pay, incentives, equity and perquisites. Understanding of management of human capital planning, including retention, succession, training and recruitment.

3

Pension Experience Thorough understanding of pension programs and legislation, including acting as consultant or in an advisory role with respect to same.

1

Electricity Industry Expertise Senior executive experience in electric utility transmission, distribution and generation operations.

4

Engineering/Construction Expertise

Senior executive experience in construction and engineering, major infrastructure and project review. May include formal education in this regard.

4


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The table below illustrates directors who have the indicated level of expertise according to their self-assessments:

NAME COM

MIT

TEE/

BOAR

D C

HAI

R EX

PERI

ENCE

COM

MO

DIT

IES

TRAD

ING

CORP

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RNAN

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EXPE

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ELEC

TRIC

ITY

IND

UST

RY E

XPER

TISE

ENER

GY

SECT

OR

EXPE

RTIS

E

ENG

INEE

RIN

G/C

ON

STRU

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N

EXPE

RTIS

E

ENVI

RON

MEN

TAL

EXPE

RTIS

E

FIN

ANCI

AL E

XPER

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FIN

ANCI

ALLY

LIT

ERAT

E

HU

MAN

RES

OU

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EXP

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SE

INFO

RMAT

ION

TEC

HN

OLO

GY

EXPE

RTIS

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M&

A EX

PERI

ENCE

PEN

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IEN

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POLI

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L AN

D/O

R G

OVE

RNM

ENT

EXPE

RTIS

E

RETA

IL B

USI

NES

S EX

PERT

ISE

RISK

MAN

AGEM

ENT

EXPE

RTIS

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SUCC

ESSF

UL

CORP

ORA

TE

LEAD

ERSH

IP E

XPER

IEN

CE

TAX

EXPE

RTIS

E

NEIL CAMARTA √ √ √ √ √ √ √

JAMES HANKINSON √ √ √ √ √ √

MIKE HARRIS √ √ √ √ √ √ √

DON LENZ √ √ √ √ √ √ √ √

GORD LOWE √ √ √

GREG MELCHIN √ √ √ √ √

SARAH MORGAN-SILVESTER √ √ √ √ √ √ √ √ √

ROBERT PAGE √ √ √ √ √ √ √ √ √

BRIAN PINCOTT √ √ √

CHARLES RUIGROK √ √ √ √ √ √ √ √ √ √

KATHLEEN SENDALL √ √ √ √ √ √ √ √

RICHARD SHAW √ √ √ √ √ √ √ √

Board Orientation, Continuing Education and Board PerformanceDirector education and ongoing professional development is highly valued at ENMAX as it helps Directors maintain the critical

skills, insights and understanding of our operations, in addition to the changing context and developing issues that may impact

our business and governance requirements over time. To support this, we have in place an established orientation program for new

Directors, and a continuing education and development for all Directors.

Orientation for DirectorsThe Board fosters a culture that encourages Directors to participate fully and effectively in Board activities as soon as possible. All

new Directors undergo a comprehensive orientation which addresses the Board mandate, the Board’s role and the organization’s

governance structure as well as the nature and scope of our diverse operations. The purpose of the orientation is to help incoming

Directors assume their responsibilities quickly, maximizing their potential contribution and the capacity of the Board as a whole.

The Directors’ Orientation Program contains the following key elements:

1. One-on-one interviews with Board leaders, such as our Chair and Committee Chairs, our Executives and other key participants

in ENMAX’s governance structure, such as our Internal and External Auditors

2. New Board members (and current Board members) are invited to attend all Committee meetings

3. ENMAX believes site visits are critical to enhance the understanding of ENMAX’s business. Site visits are available to both new

and current Board members and may include our energy centres, network sites, office locations and wind generation assets.


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4. A general reference manual is provided to the Board which provides information on a wide range of key topics, including:

• Information on organizational structure

• Recent regulatory filings

• Financial information

• Governance documents

• Important policies

Continuing Education for DirectorsOur continuing education program for Directors has four components:

• Receiving management presentations at Board and Committee meetings

• Visiting facilities we operate

• Attending conferences and seminars

• Receiving relevant and timely presentations from guest speakers

Management also makes presentations to the Board and Committees when they are making key business decisions, during strategic planning meetings, on topical issues and in response to requests from Directors.

Directors are also encouraged to attend conferences, seminars and courses on topics related to their role, or that are important for enhancing knowledge of our industry. ENMAX reimburses Directors for related expenses in accordance with an expense reimbursement policy overseen by the Corporate Governance Committee.

Board PerformanceThe Corporate Governance Committee annually assesses the effectiveness of the Board, its Committees and individual Directors through a formal process every year. The Committee uses the results of the evaluations to assess the composition of the Board and Committees and effectiveness of meetings and seeks to ensure we utilize Directors’ expertise and identify gaps in skills and experience. Further details on the evaluations that ENMAX conducts and the areas on which Board members are requested to

comment can be found on our website at enmax.com/corporation.

Board Oversight of CEO and Business

Overseeing the CEOThe President and CEO is appointed by the Board and is responsible for managing ENMAX’s affairs. The CEO’s key responsibilities involve articulating the vision for ENMAX, creating value for the Shareholder, and developing and implementing a strategic plan that is consistent with ENMAX’s vision, mission and values. The Human Resources Committee reviews the President and CEO’s annual objectives before recommending them to the Board for approval.

The President and CEO is accountable to the Board and Board Committees. The Human Resources Committee and the Board

conduct a formal review of performance once a year. At each scheduled quarterly meeting, the President and CEO provides a report

outlining ENMAX’s year-to-date performance and key business issues.

The Board has established clear limits of contracting and spending authority for the CEO and other levels of management. These are

described in the Delegation of Authority Policy, which the Board reviews on an annual basis and updates, as necessary. The Board

has also adopted a position description for the President and CEO which is available on our corporate website.


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Balanced Decision-MakingWhen making decisions, the Board always considers the best interests of ENMAX. To ensure effectively balanced business decisions

are reached, the Board also carefully weighs the interests of our Shareholder, customers, employees, suppliers, communities in which

we operate, the environment, governments, regulators and the general public.

Strategic PlanningENMAX’s President and CEO and Executive team are responsible for developing our strategic plan and presenting it to the Board

annually for approval. The Board holds a special, two-day meeting to review key strategic issues with management and consider

the opportunities and risks facing our business. The Executive also presents strategic issues and risk reports throughout the year

as circumstances arise or change, and the Board and Executive can revise our Strategic Plan as required in light of changes in our

operating environment. The Executive team also develops and presents a multi-year operating plan and annual budget to the Board

for approval. The annual budget is then presented to the Shareholder for final approval.

Managing and Assessing RiskThe Board has overall responsibility for the oversight of risk at ENMAX and places high priority on its duties in this regard. Following

the successful implementation of a formal enterprise risk management system, the Board disbanded its Enterprise Risk Management

Committee in 2011 and has reallocated oversight of risk management at the level of the Board alongside its other primary

responsibility for strategic planning.

Risk takes different forms for ENMAX given the complexity and breadth of our operations, and can include operational, financial,

governance, health and safety, environmental, compensation, strategic and reputational risk. ENMAX uses its enterprise risk

management system to effectively manage and assess risk; the Board receives regular updates from the Executive team on emerging

areas of risk or changes to the organization’s overall risk profile.

Our enterprise risk management system involves a systematic approach to identifying, assessing, reporting and managing significant

risks. We follow defined principles approved annually by the Board to help identify and mitigate uncertainties that can negatively

affect our ability to achieve corporate and business objectives. To mitigate risk, executive members identified as owning specific

risks outline the controls that are planned or already in place, and any risk assessment and work that is under way.

Internal ControlsThe Board and its Committees are responsible for monitoring the integrity of our internal controls and management information

systems. The Audit and Finance Committee is responsible for overseeing the internal controls, including controls over accounting

and financial reporting systems. The Internal Auditor reports directly to the Chair of the Audit and Finance Committee and provides

quarterly reports to the Committee; the CFO makes quarterly presentations on our financial results and forecasts to the Audit and

Finance Committee and Board.

ENMAX’s Executive is responsible for establishing and maintaining an adequate system of internal control over financial reporting

to provide reasonable assurance that public reporting of our financial information is reliable and accurate, our transactions are

appropriately accounted for and the Organization’s assets are adequately safeguarded.


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Ethics and Integrity – Business ConductOur Board expects all Directors, Officers and employees to act with honesty, integrity and impartiality, to earn and maintain the trust

of our Shareholder, employees, other stakeholders, customers and the communities where we operate. Our Principles of Business

Ethics contains principles for ethical behaviour expected of all of us and describes the governance and corporate culture we want to

develop and preserve. The Board reviews and approves the Principles of Business Ethics. A copy of the Principles of Business Ethics

can be found on our corporate website. It covers the following, among other things:

1. Our Principles

• Core Values

• Tone at the Top

• Leadership Attributes

2. Ethical Conduct in the Workplace

• Diversity

• Harassment

• Health and Safety

• Work Performance

3. Ethical Conduct in External Work Relationships

• Purchasing and Suppliers

• Gifts and Entertainment

• Relationships with Customers

• Fair Competition

• Relationships with Non-Profit and Professional Organizations

• Conducting International Business

4. Ethical Use of Company Property and Information

• Confidential and Private Information

• Use of the Company’s Assets

• Accounting and Financial Reporting

• Managing Risk

• Using E-mail and the Internet

5. Corporate Responsibility

6. Ethical Conduct as Individual Employees

• Avoiding Conflict of Interest

• Traveling on Company Business

• Outside Business Activities

• Investments

• Disclosure of Investment Information

7. Our Conduct as Employees, Supervisors, Officers and Directors of ENMAX

ENMAX has had a confidential Safety and Ethics HelpLine in place since 2004, and employees who may not feel comfortable addressing issues of concern directly with their supervisor or management can anonymously express concerns about inappropriate business conduct by phone or online, through a third party who ensures the anonymity of the employee. All matters are brought to the attention of the Vice President, Corporate Responsibility, who either investigates the matter or assigns the investigation to those with specific responsibility for the area involved. The outcome of the investigation is communicated to the employee through the third-party service provider. Every report made through the HelpLine is reported to the Corporate Governance Committee on a quarterly basis.

All new employees receive a copy of the Principles of Business Ethics when they are hired and complete mandatory online ethics training. The Directors and Officers of ENMAX are also required to complete a Disclosure of Conflicts form on an annual basis in which they must disclose any conflicts. This helps to ensure that Board members exercise independent judgment in considering transactions and agreements in which a Director or Executive Officer has a material interest. The Board ensures that a Board member who has a material interest in a transaction or agreement does not participate in discussions or vote on the matters about which he or she is conflicted.

A report of both Board and senior Executive material interests is presented to the Board on an annual basis.


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http://www.enmax.com/NR/rdonlyres/49852B69-B75D-4ACA-A6DE-8EE59D1A8165/0/ENMAXPrinciplesofBusinessEthicsSept2011.pdf



Board CommitteesENMAX has the following Board Committees:

• Audit and Finance Committee (AFC)

• Human Resources Committee (HRC)

• Corporate Governance Committee (CGC)

• Corporate Social Responsibility and Sustainability Committee (CSR)

• Investment Review Committee (IRC)

• Project Review Committee (PRC)

Each Board Committee has a documented mandate and work plan. The mandates and work plans are reviewed annually with

amendments recommended by the Corporate Governance Committee to the Board for approval.

Mandates for ENMAX’s Board and each Board Committee are posted on ENMAX’s website at www.enmax.com.

The following pages provide an overview of the oversight role of each Board Committee and membership is shown as at

December 31, 2011:

Audit and Finance Committee

Mr. James Hankinson (Chair), Mr. Don Lenz, Ms. Sarah Morgan-Silvester, (all independent)The Committee focuses on assisting the Board in overseeing:

• The integrity of annual and quarterly financial statements or

any other financial information that is to be disseminated to

the public or filed with any regulatory authority

• Implementation of the long-term financing plans of

the Organization

•Our compliance with accounting and finance-based legal

and regulatory requirements

• The independent Auditors’ qualifications and independence

• The internal accounting system and financial reporting

controls established by Management

• Performance of the internal and external audit process and

independent Auditors

• The integrity of the expenses of the CEO and

Executive expenses

The Committee is responsible for appointing, compensating

and overseeing the Internal Auditor. The Internal Auditor is

accountable to and reports directly to the Audit and Finance

Committee, and understands that he or she must maintain an

open and transparent relationship with the Committee.


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Corporate Governance Committee

Mr. Mike Harris, Mr. Don Lenz, Alderman Gord Lowe (Advisory), Mr. Greg Melchin (Acting Chair), Dr. Robert Page The Committee focuses on assisting the Board in overseeing:

•Our approach to corporate governance, including

establishing corporate governance principles and a code of

conduct and ethics

• The identification of qualified individuals as potential

members of the Board and Board Committees

•Making recommendations for Directors’ compensation

• The assessment of the size and composition of the Board

• The assessment of the number of Board Committees and

their composition and mandates

• The evaluation of the Board and the Board’s approach to

corporate governance

•Directors’ compliance with our Principles of Business

Ethics; those processes related to the strategic planning

process and strategic planning implementation and those

communications policies and programs

•Management’s reports on our insurance program and director

and officer liability insurance and indemnity agreements

• The accountability of certain corporate governance,

strategic and communications risks.

The Committee is responsible for appointing, compensating

and overseeing the Corporate Secretary. The Corporate

Secretary is accountable to and reports directly to the Board,

and understands that he or she must maintain an open and

transparent relationship with the Committee.

It is within the Corporate Governance Committee’s mandate to assist the Board in overseeing communications. Specifically,

the Corporate Governance Committee annually reviews policies and programs designed to create a strong, cohesive, sustained

and positive image of the Organization to its Shareholder, customers, employees and society. In this capacity, the Corporate

Governance Committee assists the Board in overseeing the following:

• The development and projection of the Organization’s image to customers and the public

• The appropriate integration of public affairs considerations with the strategic direction of the Corporation

• The status and adequacy of the Organization’s efforts to develop and maintain useful relationships with governments,

especially with regards to legislative and regulatory matters

• The recommendation to the Board of Directors of an external communications policy which addresses all public

disclosure matters

• The development and implementation of a government relations program


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Corporate Social Responsibility (CSR) and Sustainability Committee

Mr. Mike Harris, Dr. Robert Page (Chair), Alderman Brian Pincott, Ms. Sarah Morgan-SilvesterThe Committee focuses on assisting the Board in overseeing:

• All matters related to ENMAX’s environment and social responsibility issues

• The performance of ENMAX’s marketing activities

• The accountability of certain environmental, social responsibility and marketing risks

Human Resources Committee

Mr. Mike Harris, Mr. Don Lenz, Ms. Kathleen Sendall, Ms. Sarah Morgan-Silvester (Chair), (all independent), Mr. Charles Ruigrok (4)

The Committee focuses on assisting the Board in overseeing:

• Key compensation and human resource policies

• CEO and Executive compensation based on

the Committee’s evaluation of the CEO and

Executive performance

• Executive management succession and development

• Pension plans

•Occupational health and safety

• The accountability of certain human resources-related risks,

including pension risk, safety risk, and workforce retention

and development risks

The Human Resources Committee is responsible for the oversight of ENMAX’s succession planning process, which involves a detailed,

documented process for identifying and developing successors from our most talented individuals for the CEO, Executive team and

other positions deemed critical for the success of the Organization.

Each year the CEO reviews with the Human Resources Committee the internal talent pool considered for these positions.

The Board ensures that there are opportunities for Board members to become acquainted with the employees who have been

identified as potential Executives. Such employees make presentations to the Board and are invited to functions where they can

interact with Directors more informally.

In 2011, the Board formed a CEO Search Committee to assist in the process of recruiting and selecting a new President and Chief

Executive Officer.(4) Mr. Ruigrok was appointed interim president and CEo on February 7, 2011. As at that date, he no longer serves as an independent director on any board Committees because of his position of

interim president and CEo.

Investment Review Committee

Mr. James Hankinson, Mr. Don Lenz (Chair), Alderman Brian PincottThe Committee focuses on assisting the Board in overseeing potential investment opportunities, with a focus on:

• The steady growth of the Organization

•Maximization of Shareholder value

• The fit of the opportunity within the strategic plan

• The financial resources and the other resources required to benefit from the opportunity in the short and long term

• The material risks related to the opportunity


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Project Review Committee

Alderman Gord Lowe, Mr. Charles Ruigrok (5) (Chair)The Committee focuses on assisting the Board in overseeing current projects (in the development stage) with a focus on:

•Meeting deliverables at each gate of the stage-gate process

•Ongoing project oversight for all proposed projects (and identifying the need for third-party reviews) that will help to ensure that project outcomes are realized and on budget

• Ensuring that appropriate systems, processes and controls for managing projects are in place

• Ensuring projects are being completed within the scope, schedule and budget approved by the Board and Shareholder

• The review and evaluation of ongoing projects to identify issues and risks

• The achievement of project and program outcomes while managing risk to all ENMAX stakeholders

(5) Mr. Ruigrok was appointed interim president and CEo on February 7, 2011. As at that date, he no longer serves as an independent director on any board Committees because of his position of interim president and CEo.

Independence and Membership of the Audit and Finance CommitteeThe Audit and Finance Committee consists of four Directors, all of whom are “financially literate” and “independent” within the meaning

of National Instrument 52-110 “Audit Committees”. In considering criteria for the determination of financial literacy, the Board looks

at the ability to read and understand a balance sheet, an income statement and a statement of cash flow that present a breadth and

level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably

be expected to be raised by ENMAX’s financial statements.

In addition to the requirements of National Instrument 52-110, the Board has established a higher standard wherein we define

“Financial Experts”. ENMAX Audit and Finance Committee board members are Financial Experts and financially literate under 52-110.

In considering criteria for the determination of a Financial Expert, the Board considers senior executive experience or consulting in

financial accounting and reporting and corporate finance, especially with respect to debt and equity markets. Board members must

also have a comprehensive knowledge of internal financial controls and GAAP and have expertise in auditing, evaluating or analyzing

financial statements.


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http://www.albertasecurities.com/securitiesLaw/Pages/ViewDocument.aspx?ProjectId=9dfcb3f1-aeee-43fd-b91e-9a311781a67b



AUDIT AND FINANCE COMMITTEE MEMBER AS AT DECEMBER 31, 2011 RELEVANT EDUCATION AND EXPERIENCE INDEPENDENT

James hankinson (Chair) Financial Expert

• Served as the President and CEO of Ontario Power Generation Inc.

• Served as the President and CEO of New Brunswick Power Corporation

• Served as the President and Chief Operating Officer of

Canadian Pacific Limited

•Holds a Master of Business Administration from McMaster University and an

Honorary Doctor of Law degree from Mount Allison University. He is also a

Chartered Accountant

Yes

don Lenz Financial Expert

• Formerly, Vice President and Director of RBC Dominion Securities Inc. from 1986 to

1999

• Formerly, Vice President, Goldman Sachs & Co.

• Formerly, Vice President, A.E. Ames & Co. Incorporated

• Extensive experience in raising equity and debt capital for many of Canada’s leading

companies, mergers and acquisitions, project finance and real estate advisory

activity

Yes

Greg Melchin Financial Expert

• Formerly, an Alberta MLA, and held the following Alberta Committee assignments:

Member of Treasury Board; Chair, Standing Policy Committee on Finance and

Intergovernmental Relations; and Chair, Capital Planning Committee

• Formerly, Chief Financial Officer of Karl Oil & Gas/Cumorah Construction

• Formerly, Vice President, Finance for Torode Realty Ltd.

•Held financial positions with Adcorp Enterprises Ltd., Fielding Land Enterprises

Limited, Bennett & White Western Ltd., and Peat, Marwick, Mitchell & Co.

Chartered Accountants

• Chartered Accountant designation and Fellow Chartered Accountant designation

from the Institute of Chartered Accounts of Alberta

Yes

sarah Morgan-silvester Financial Expert

• Formerly, Chair, HSBC Trust Company (Canada); Chair, HSBC Securities (Canada)

Inc; Chair, HSBC Investment Funds (Canada) Inc

• Formerly, Executive Vice President, Personal Financial Services and Wealth

Management for HSBC Bank Canada

• Fellow of the Institute of Canadian Bankers

• Bachelor of Commerce, University of British Columbia

Yes


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Director CompensationENMAX provides all independent Board members with a compensation package of annual cash retainers and meeting fees. The

package provides competitive remuneration for the increasing responsibilities, time commitments and accountability of Board

members. The CEO and Aldermen Lowe and Pincott do not receive compensation for their role on the Board.

In 2011, our Shareholder approved the following process for determining Board compensation:

1. Our Shareholder is asked to approve, every three years, the peer group against which ENMAX’s director compensation is assessed.

As at December 31, 2011, there were 17 companies in the peer group

2. Compensation is targeted at the 50th percentile of that peer group

3. The ENMAX Board of Directors is authorized to adjust compensation for Directors, Committee Chairs and the Chair of the Board

to the 50th percentile of the peer group

As at December 31, 2011, ENMAX remuneration is based on the last review of Directors’ compensation by the Shareholder which

occurred in 2011. The ENMAX Board retains the services of a third-party compensation consultant (Towers Perrin, now Towers

Watson) to assist in the identification of an appropriate peer group and provide market data for remuneration assessments.

That peer group, along with the proposed Board compensation structure was presented to the Shareholder in 2011. In keeping with

the process for determining Board compensation, the peer group and Director’s compensation were approved by the Shareholder

at that time. Board remuneration is set as follows:

Board RemunerationBase Compensation for Chair of the Board of Directors (for outside and independent Chair) $160,000 per year, paid as $40,000 per quarter

Base Compensation for Committee Chair (for outside and independent Chair) $50,000 per year, paid as $12,500 per quarter

Base Compensation for all other outside and independent directors $45,000 per year, paid as $11,250 per quarter

Remuneration per Board or Shareholder meeting (in person or conference call) for outside and independent directors $1,500

Remuneration per Committee meeting (in person or conference call) for outside and independent directors $1,500

In addition, ENMAX Corporation reimburses Directors for incidental costs associated with attending Board meetings or functions

including air travel, car service, hotel accommodation and meals. Directors are requested to keep a record of such expenses,

including receipts. The Chairman of the Board signs all Director expenses and the Chair of the Audit and Finance Committee signs

any expenses of the Chairman of the Board.

Further, Directors are compensated for attendance at other ENMAX business-related meetings which may take a significant period

of time.


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ENMAX has developed a peer group of companies to compare, assess and validate the market competitiveness of our Board (and

Executive) compensation elements. Under ENMAX’s compensation model, all cash compensation elements are benchmarked every

year with reference to the median of comparable executive roles in the Board approved peer group.

The following table illustrates the alignment between ENMAX and the peer group (values reported for 2011):

ENMAX PEER GROUP

Industry Electric Utilities Canadian Electric Utilities, Multi-Utilities, Independent Power Producers, Oil and Gas Exploration and Production

Location Calgary Predominantly AlbertaMEDIAN 75TH PERCENTILE

Revenue $2.404 billion ( 61st percentile relative to peer group)

$1.888 billion $3.449 billion

Assets $3.883 billion ( 22nd percentile relative to peer group)


Specifically our Peer Group for Executive Compensation purposes includes:

COMPANY PROVINCE INDUSTRY CLASSIFICATION/RATIONALE FOR INCLUSION

AltaLink LP Alberta Energy ServicesARC Resources Ltd. Alberta Energy ServicesATCO Ltd. Alberta Multi-UtilitiesBC Hydro British Columbia Electric UtilitiesCanadian Oil Sands Limited Alberta Oil and Gas Exploration and ProductionCapital Power Corporation Alberta Independent Power Producers and Energy TradersChevron Canada Resources Alberta Oil and Gas Exploration and ProductionDevon Canada Corporation Alberta Oil and Gas Exploration and ProductionEPCOR Utilities, Inc. Alberta Electric UtilitiesFortisAlberta Inc. Alberta Electric UtilitiesHydro One Inc. Ontario Electric UtilitiesInter Pipeline Fund Alberta Oil and Gas Storage and TransportationManitoba Hydro-Electric Board Manitoba Electric UtilitiesOntario Power Generation Inc. Ontario Electric UtilitiesPengrowth Energy Corporation Alberta Oil and Gas Exploration and ProductionSaskatchewan Power Corp. Saskatchewan Electric UtilitiesSaskEnergy Incorporated Saskatchewan Gas UtilitiesTerasen Gas Inc. (FortisBC Inc.) British Columbia Gas UtilitiesTransAlta Corp. Alberta Independent Power Producers and Energy Traders


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The following tables detail the amount ENMAX paid to each Director in 2010 and 2011:

2010 Directors Compensation

RETAINER ATTENDANCE FEES

NAME

BOARD AND COMMITTEE

MEMBERSCOMMITTEE

CHAIR BOARD SHAREHOLDER COMMITTEE MEETINGS

OTHER MEETINGS(1) TRAVEL FEE

TOTAL FEES PAID

John Abbott $16,250 $0 $9,000 $1,500 $6,000 $0 $0 $32,750

Cliff Fryers $121,978 $37,500 $21,000 $3,000 $48,000 $16,500 $1,500 $249,478

James Hankinson $0 $46,660 $12,000 $1,500 $19,500 $0 $6,000 $83,660

Mike Harris $65,000 $0 $15,000 $1,500 $21,000 $3,000 $10,500 $116,000

Don Lenz $0 $75,000 $16,500 $0 $30,000 $3,000 $12,000 $136,500

Francis Leong $0 $29,256 $4,500 $1,500 $13,500 $1,500 $1,500 $51,756

Thompson MacDonald $78,022 $0 $4,500 $1,500 $25,500 $4,500 $1,500 $115,522

Ian MacGregor $0 $27,814 $3,000 $0 $10,500 $1,500 $0 $42,814

Greg Melchin $32,500 $37,500 $18,000 $3,000 $30,000 $3,000 $0 $124,000

Margot Micallef $0 $75,000 $16,500 $3,000 $16,500 $13,500 $0 $124,500

Sarah Morgan-Silvester $32,500 $37,500 $18,000 $0 $25,500 $7,500 $12,000 $133,000

Robert Page $0 $75,000 $18,000 $3,000 $22,500 $1,500 $0 $120,000

Charles Ruigrok $0 $18,750 $9,000 $0 $4,500 $3,000 $0 $35,250

Total: $1,365,230

2011 Directors Compensation

RETAINER ATTENDANCE FEES

NAME

BOARD AND COMMITTEE

MEMBERSCOMMITTEE

CHAIR BOARD SHAREHOLDER COMMITTEE MEETINGS

OTHER MEETINGS(1) TRAVEL FEE

TOTAL FEES PAID

John Abbott $0 $27,005 $4,500 $4,500 $13,500 $12,000 $0 $60,508

Neil Camarta $6,273 $0 $0 $0 $0 $1,500 $0 $7,773

Cliff Fryers $126,314 $0 $6,000 $6,000 $16,500 $64,500 $0 $219,314

James Hankinson $0 $58,011 $9,000 $4,500 $18,000 $24,000 $16,500 $130,011

Mike Harris $51,464 $0 $4,500 $3,000 $12,000 $27,000 $9,000 $106,964

Don Lenz $0 $58,011 $9,000 $4,500 $22,500 $33,000 $13,500 $140,511

Greg Melchin $90,023 $0 $9,000 $7,500 $28,500 $58,500 $0 $193,523

Margot Micallef $0 $42,327 $6,000 $6,000 $15,000 $33,000 $0 $102,327

Sarah Morgan-Silvester $0 $58,011 $9,000 $7,500 $22,500 $45,000 $25,500 $167,511

Robert Page $0 $58,011 $9,000 $7,500 $16,500 $39,000 $0 $130,011

Charles Ruigrok $0 $7,795 $0 $0 $0 $9,000 $0 $16,795

Kathleen Sendall $6,273 $0 $0 $0 $0 $1,500 $0 $7,773

Richard Shaw $6,273 $0 $0 $0 $0 $1,500 $0 $7,773

total: $1,290,794

(1) other meetings involve the general conduct of ENMAX business, such as special committee assignments or other tasks or meetings requested of directors by the board.


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External AuditorsDeloitte and Touche LLP is our External Auditor. The Audit and Finance Committee is responsible for reviewing Deloitte and Touche

LLP’s performance, fees, qualifications, independence and audit of our financial statements. The Committee must pre-approve all

services the external auditors will provide to make sure that they remain independent. Any service that is not generally pre-approved

must be approved by the Audit and Finance Committee before the work is carried out, or by the Committee Chair or Board Chair

as long as the proposed service is presented to the full Audit and Finance Committee at its next meeting.

On an annual basis, the Audit and Finance Committee recommends approval for the appointment of the external auditor to the

Board, who then recommends approval to the Shareholder for the appointment of the external auditor for the ensuing year. Fees

paid to Deloitte and Touche, ENMAX’s Auditors, for the years ended December 31, 2010 and December 31, 2011, are detailed in

the following table:

YEAR ENDED DECEMBER 31, 2010 YEAR ENdEd dECEMbER 31, 2011

Audit Fees $285,564 $295,194

Audit Related Fees $204,580 $596,144

Tax Fees $0 $0

All Other fees $70,682 $194,864

Total $560,826 $1,086,202

Audit fees for 2010 and 2011 were paid for professional services rendered by the Auditor for the audit of ENMAX’s annual financial

statements or services provided in connection with these financial statements.

Audit-related fees for 2010 and 2011 were paid for review of quarterly financial statements, the audit of Kettles Hill Wind Energy

Inc., the audit of Calgary Energy Centre and the annual audit of the Employee Defined Benefit Pension Plan. Audit-related fees in

2010 also included the audit of Schedule of Gross Revenues for Furry Creek Power Ltd. Audit-related fees in 2011 also include the

audit of the Division of ENMAX Transmission and Distribution for 2009 and 2010, the audit of the Schedule of Return on Equity for

ENMAX Transmission for 2009 and 2010, the audit of the Schedule of Return on Equity for ENMAX Distribution for 2009 and 2010

and special audit procedures and derivative reports on these audits.

The 2010 Other fees include professional services in relation to assistance with the IFRS transition and a review of the Organization’s

MD&A disclosures. The 2011 Other fees include professional services in relation to assistance with the IFRS transition and Payment

Card Information Readiness Assistance services.


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Compensation Philosophy ENMAX compensates, rewards and recognizes all employees at every level of the organization, based on their contribution to

business outcomes. We work hard to attract, motivate and retain a capable workforce. The overriding standard for compensation is

to ensure that we are competitive within the market in which we work and compete for talent with compensation programs that

do not expose the Organization to undue risk.

Executive Compensation Objectives and Linkage to ENMAX Strategic DirectionAt ENMAX, we promise to apply fresh thinking to provide energy for Alberta’s way of life. We believe in delivering energy solutions

that work in the present, but still provide for a better future to reliably and economically generate and provide energy for Albertans.

Our long-term plan is to have the majority of our customers’ needs matched by renewable energy, cogeneration, district energy

or the best available clean coal or gas technologies. We believe our strategy of vertical integration — where we support our

customer commitments with our own generation facilities — will continue to benefit our customers and offer long-term value to

our Shareholder, The City of Calgary.

Our Executive compensation program supports this strategy and includes elements that are fixed and variable. Annually, with the

assistance of external experts we thoroughly assess the competitiveness of these individual components and overall compensation

levels with the goal of providing total compensation for fully qualified employees at market median levels. Compensation may vary

from the median depending on corporate success and individual performance. Our compensation programs are designed to be

market competitive with Canadian organizations in related industries that are of a similar size and scope of operations.

Relative weighting on fixed and variable compensation for each Executive takes into account the Executive’s role, his or her ability

to affect business results over the short and longer term and the compensation mix for similar positions in the competitive market.

• Salary establishes a competitive foundation considering both internal equity and comparability and external market competitiveness.

• Annual variable pay recognizes achievement of corporate, business and individual goals with a one-year time horizon.

• Variable pay plans spanning more than one year include the following: medium term variable pay, project medium-term

variable pay and long-term variable pay. These plans align longer term Executive and ENMAX interests by focusing Executives

on superior financial performance and sustained value creation.

Benchmarking and Peer GroupENMAX has developed a peer group of companies to compare, assess and validate the market competitiveness of our Executive (and

Board) compensation elements. Under ENMAX’s compensation model, all cash compensation elements are benchmarked every

year with reference to the median of comparable executive roles in the Board approved peer group.

Every three years, or more frequently if necessary, the Human Resources Committee of the Board retains the services of third-party

compensation consultants to develop and confirm the relevance of the peer group used for executive compensation benchmarking

purposes. Towers Watson was retained in 2010 to assist in the identification of an appropriate peer group and provide market data

necessary to make compensation decisions in 2011. The Board also retained Meridian Compensation Partners in March 2011 to

independently review the compensation approach, peer group methodology and long-term variable pay design features. Details of

their engagement are outlined on page 68 of this report.

EXEcutiVE coMpENSAtioN GoVErNANcE

EXECUTIVE COMPENSATION GOVERNANCE

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We have developed a peer group for use for benchmarking compensation levels for our Named Executive Officers (NEOs) and the

broader Executive team (direct reports to the President and CEO).

Our NEOs are our President and CEO, our Executive Vice President Finance and Chief Financial Officer and our three highest paid

Executives reporting to the President and CEO for 2011.

Peer GroupOur peer group is made up of companies and industries that reflect the market within which we compete for executive talent and

with which we compete in our business operations. In developing the peer group, consideration was given to the following criteria in

order to ensure that the organizations included were valid labour market sources for our Executive team: industry, business structure,

revenue and geography.

In 2011, our peer group for our Executive team, including our NEOs, consisted of organizations that met the following tests:

relevant industry:

• Power generation companies

• Energy utilities (electric, gas and multi)

• Oil and gas exploration and production

• Energy services

• Independent power producers and energy traders

• Oil and gas storage and transportation

• Non-autonomous organizations (i.e. government and subsidiary organizations)

relevant revenue:

• Similarly-sized in terms of revenue scope (i.e. approximately 0.5 to 2 times that of ENMAX)

relevant Geography:

• Headquartered in Canada, with strong representation of Alberta-based organizations

other considerations:

• Our peer group reflects the national market for Executive talent, while incorporating a significant Alberta presence to reflect

local pay practices and competitive pressures. It includes key industry peers in Alberta, such as FortisAlberta, AltaLink, and

Inter Pipeline Fund, even though their revenue is lower than the 50 per cent threshold as they are direct competitors and

labour market sources in Alberta.

• Availability of market data formed the final screen. Companies in our peer group participate in Towers Watson’s Energy and

General Industry Salary Surveys.

• Revenue comparability was viewed as having a stronger correlation between organizational complexity and scope and executive

pay. As such, asset size was a secondary criterion.


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The following table illustrates the alignment between ENMAX and the peer group (values reported for 2011):

ENMAX PEER GROUP

Industry Electric Utilities Canadian Electric Utilities, Multi-Utilities, Independent Power Producers, Oil and Gas Exploration and Production

Location Calgary Predominantly AlbertaMEDIAN 75TH PERCENTILE

Revenue $2.404 billion ( 61st percentile relative to peer group)


Assets $3.883 billion ( 22nd percentile relative to peer group)


Specifically our Peer Group for Executive Compensation purposes includes:

COMPANY PROVINCE INDUSTRY CLASSIFICATION/RATIONALE FOR INCLUSION

AltaLink LP Alberta Energy ServicesARC Resources Ltd. Alberta Energy ServicesATCO Ltd. Alberta Multi-UtilitiesBC Hydro British Columbia Electric UtilitiesCanadian Oil Sands Limited Alberta Oil and Gas Exploration and ProductionCapital Power Corporation Alberta Independent Power Producers and Energy TradersChevron Canada Resources Alberta Oil and Gas Exploration and ProductionDevon Canada Corporation Alberta Oil and Gas Exploration and ProductionEPCOR Utilities, Inc. Alberta Electric UtilitiesFortisAlberta Inc. Alberta Electric UtilitiesHydro One Inc. Ontario Electric UtilitiesInter Pipeline Fund Alberta Oil and Gas Storage and TransportationManitoba Hydro-Electric Board Manitoba Electric UtilitiesOntario Power Generation Inc. Ontario Electric UtilitiesPengrowth Energy Corporation Alberta Oil and Gas Exploration and ProductionSaskatchewan Power Corp. Saskatchewan Electric UtilitiesSaskEnergy Incorporated Saskatchewan Gas UtilitiesTerasen Gas Inc. (FortisBC Inc.) British Columbia Gas UtilitiesTransAlta Corp. Alberta Independent Power Producers and Energy Traders

Rationale for Inclusion of Industries Identified Above:INDUSTRY RATIONALE FOR INCLUSION

Oil and Gas Storage and Transportation Similar regulatory framework as ENMAXOil and Gas Exploration and Production Companies in this industry are significant in our recruitment efforts in the

local and national market for executive talent Energy Services Similar regulatory framework as ENMAX and similar lines of businessUtilities - Electric/Gas/Multi-Utilities Similar regulatory framework as ENMAX and similar lines of businessIndependent Power Producers and Energy Traders

Similar regulatory framework as ENMAX and similar lines of business

Our Executive roles are assessed relative to the most directly comparable positions in the peer companies. As a result, there may

not be a match for each ENMAX Executive position in every company in the peer group.


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The executive compensation review that the Board of Directors commissioned in 2010 has resulted in an expansion of this peer

group (from the prior peer group) to better reflect the organizations with which we compete both for executive talent and on

general business terms. The review concluded that our median target pay philosophy is valid and will continue. A new annual

variable pay plan design and a new long-term variable play plan design also resulted from this review. Design details are outlined on

page 57 of this report.

The review also resulted in the discontinuation of the project medium-term variable pay plan that was in existence for key individuals

involved in the acquisition and construction of new generation assets.

Target Total Direct Compensation LevelsAs an organization, we target to deliver median compensation levels as compared to our peer group of companies — for all positions.

Compensation for an individual may vary up or down from median based on factors including:

• Skill set and availability in the market

• Level of expertise in the role

Pay MixThe following table indicates the percentage of each of the compensation elements that each NEO has received, excluding benefits,

pension and perquisites, averaged over a three-year period, unless otherwise noted. Actual pay mix may vary from year to year

as our compensation programs are designed to meet both performance and competitiveness objectives. We have structured our

executive compensation programs to provide the majority of our compensation in the form of variable, or at-risk compensation to

ensure alignment with the shareholder’s interests. The actual mix between the compensation elements varies, depending on the

Executive’s ability to impact short and long-term business results and competitive practices.

AT-RISK COMPENSATION

POSITION SALARYANNUAL

VARIABLE PAYLONG-TERM

VARIABLE PAYPER CENT OF AT RISK

COMPENSATION

PER CENT OF LONG-TERM COMPENSATION AS A

PER CENT OF AT RISK COMPENSATION

CEO n/a n/a n/a n/a n/aCFO 38% 12% 50% 62% 80%Other NEOs 39% 16% 45% 61% 74%

Mr. Ruigrok, in his capacity as Interim President and CEO, is not eligible for participation in either the annual or long-term variable

pay plan. Mr. Holden, ENMAX’s prior CEO’s employment was terminated prior to any payout in 2011 for 2010 success under the

Annual Variable Plan and prior to any 2011 awards being made under the Long-term Variable Pay Plan.

Compensation Approval Process

WHAT ANALYSIS RECOMMENDATIONS APPROVALWHO Management Human Resources Committee Board of DirectorsINPUTS • Performance results

•Market data analysis

• Third-party salary surveys

• CEO recommendations

•Management analysis

• Third-party consultants information

Human Resources Committee resolution


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In determining our Executives’ compensation, the Human Resources Committee considers a comprehensive analysis that includes:

• External market data for comparable positions within the peer group to those of ENMAX

• An evaluation of the performance of the CEO

• The CEO’s recommendations for direct reports — including an assessment of individual success achieved in the performance period

• The advice of the Committee’s independent advisor

• Each individual’s potential to contribute to our strategic direction and long-term value to the shareholder

• A summary of compensation decisions from the prior year for reference

Risk Assessment of Compensation Decisions In developing its recommendations to the Board of Directors, the Committee considers the long-term impact of its recommendation

on future earnings and performance to ensure that increases it approves will not yield unintended consequences such as erosion of

future profitability, loss of stakeholder confidence, etc.

The Committee also reviews all compensation elements, individually and in total, to ensure they align with the program objectives.

This process is conducted annually, typically at the March Committee meeting. Salary increases, when awarded, are effective

retroactively January 1st of that same year.

Committee’s Use of Discretion and Understanding of Impact of DecisionsThe Committee is comprised of skilled individuals with career-based expertise in compensation matters to ensure that it is properly

equipped to determine the Executive compensation levels. Most Committee members have significant experience in compensation

and risk management matters as past senior leaders of complex, often publicly-traded organizations and through their prior and

current membership on the Human Resources or Audit and Finance Committees of the ENMAX Board of Directors.

The Committee retains discretion in the awarding of any of the compensation elements as does the Board of Directors. The

committee specifically examines the risk/reward relationship and assesses the long-term risk implications of its decisions.

The Committee is fully aware of the long-term implications of employment agreements that have been structured and the limitations

that such employment agreements may have on the Committee’s ability to change the compensation mix.

Payments under the annual variable pay plan are capped under the plan design, limiting the exposure to the Organization.

It is important to note that recommendations made by the Human Resources Committee to the Board related to the salary, annual

variable pay and any form of long-term variable pay are the responsibility of the Committee and the Board and may reflect factors

and considerations other than information provided by the CEO and/or third-party-consultants, including Towers Watson and

Meridian Compensation Partners.

Setting Each Compensation Component

SalariesSalaries are set at a level competitive in the market for similar roles and reflect the nature and level of the position, the level of skill,

knowledge and experience each individual brings to their role and their level of individual performance.


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Annual Variable PayENMAX’s annual variable pay program provides for competitive compensation that reflects:

• Overall financial performance

• Success on key performance indicators (KPIs) related to each business unit, over which an Executive has oversight

• Individual performance

A three-step process determines NEOs Annual Variable Pay:

1. Determine organization performance

2. Determine Business unit Success on Key performance indicators

3. Determine individual Success

1. Determine Overall Organization PerformanceEarnings before interest, taxes, depreciation and amortization (EBITDA) is the measure ENMAX uses to calculate overall corporate

financial success and this is the funding measure for our annual variable pay plan. A threshold level of EBITDA must be achieved

before any annual variable pay is awarded, to ensure that our Shareholder’s interests are protected.

2011 Annual Variable Pay Plan Funding BUDGETED EBITDA ADJUSTED EBITDA PERFORMANCE RELATIVE TO BUDGET

2010 EBITDA $398.2 million $425.3 million 107%

2. Determine Business Unit Success Based on Key Performance Indicators (KPIs)In keeping with our 2011 objective to achieve best-in-class success as an organization, we structured our annual variable pay plan

to focus the business units to achieve best-in-class success. There is an expectation that in striving for best-in-class performance

we will not always achieve that level of success on every measure annually. Each business unit is evaluated annually on their overall

results and an assessment is made as to their progress that year toward those best-in-class objectives that relate to their business.

Best-in-class measures are developed using appropriate external (e.g. safety) or internal (e.g. compliance) key performance indicators.

Where we have access to reliable, meaningful external data we factor that data in to the analysis through which we arrive at our

best-in-class levels.

For example, in safety, our best-in-class targets for total recordable injury frequency and lost time severity rate are developed with

the intent to lead a benchmark of Canadian electric utilities of comparable size to ENMAX, and are calibrated annually.

The methodology for developing the best-in-class values is reviewed annually with the Board at the time they are developed. Success

relative to the KPIs is used to determine the business unit’s score (typically 0–100 per cent). Once the score is determined, each

NEO’s accomplishments relative to their own personal objectives determines their individual payout.

This assessment is considered by the Human Resources Committee in their annual compensation determination process for the

NEOs. The results outlined in the table below reflect business unit achievements for the annual variable pay payments for 2010

performance (paid in 2011):


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BUSINESS UNIT (NEOS INCLUDED) KEY PERFORMANCE INDICATOR (AND RESULTS) BY BUSINESS UNIT

OVERALL BUSINESS UNIT PERFORMANCE ASSESSMENT

ENMAX corp.David HalfordRobert HemstockTerry Tyler

Safety• Achieve best-in-class Total Recordable Injury Frequency

(1.55 target — 0.63 actual)• Achieve best-in-class Lost Time Severity Rate (1.20 target — 0 actual)• Achieve best-in-class number of incidents involving the public

(0 target — 1 actual)• Achieve best-in-class in number of hazards and near misses reported

(3,000 target — 3,926 actual) • Emphasis is on creating a culture where transparency leads to

opportunities to prevent further incidents from occurring (more reports are positive)

Environment• Achieve best-in-class carbon footprint reduction (applies to our fleet and

facilities) (11.86 tonnes/employee target — 11.1 actual)• EcoPledge participation — engage a significant number of employees to

commit to reduce their environmental impact at work (95% employee participation target, 96% actual)

• EcoPledge tracking — survey employees in Q4 to determine the level of achievement relative to EcoPledge commitments made (85% employee participation target, 85% actual)

compliance•High degree of understanding by employees of regulatory and compliance

requirements as demonstrated by zero regulatory and industry investigations (0 target — 1 is actual)

95%

ENMAX Energy David Rehn

Safety• Achieve best-in-class Total Recordable Injury Frequency

(1.55 target — 0 actual)• Achieve best-in-class Lost Time Severity Rate (1.20 target — 0 actual)• Achieve best-in-class number of incidents involving the public

(0 target — 1 actual)• Achieve best-in-class in number of hazards and near misses reported

(3,000 target — 3,926 actual)• Emphasis is on creating a culture where transparency leads to opportunities

to prevent further incidents from occurring (more reports are positive). Environment• Achieve best-in-class carbon footprint reduction (applies to our fleet and

facilities) (11.86 tonnes/employee target — 11.1 actual) • EcoPledge participation — engage a significant number of employees to

commit to reduce their environmental impact at work (95% employee participation target, 94% actual)

• EcoPledge tracking — survey employees in Q4 to determine the level of achievement relative to EcoPledge commitments made (85% employee participation target, 88% actual)

compliance•High degree of understanding by employees of regulatory and compliance

requirements as demonstrated by zero regulatory and industry investigations (0 target — 1 actual)

• Customer Renewal Rates • Industry leading Retention/Renewal Rate for large and residential customers

(cannot divulge for competitive reasons)

95%


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3. Determine Individual NEO SuccessIndividual performance is a key determinant in a NEOs Annual Variable Pay. The individual performance accomplishments for 2010

and the overall performance ratings for each NEO who reports to the CEO are outlined in the table below:

NAMED EXECUTIVE OFFICER (TITLE) 2010 KEY ACCOMPLISHMENTS OVERALL PERFORMANCE RATING

David Halford (Executive Vice President Finance and Chief Financial Officer)

• Led cost-reduction initiative that resulted in significant cost savings versus budget

• Implemented new planning processes (e.g. Organization’s first five-year operating plan) and tools (e.g. mid-range and long-term planning models, Commodity Margin at Risk)

• Achieved IFRS readiness•Upgraded performance management systems including development of Key

Performance Dashboard for all business units

Met all Expectations, Exceeded Some Expectations

David rehn (Executive Vice President, Generation and Wholesale Energy)

• Significant OM&A savings achieved through contract reviews within Supply Chain function

•On time and below budget implementation of work and inventory management system (Maximo)

• Approval of Alberta Utilities Commission/Alberta Ministry of Environment facilities application for Shepard Energy Centre

• Completed District Energy (9th Avenue) project• Approval of Section 95 application for Shepard Energy Centre and

Bonnybrook Energy Centre


robert Hemstock (Executive Vice President, Regulatory and Legal Services)

• Approval of Alberta Utilities Commission/Alberta Ministry of Environment facilities application for Shepard Energy Centre

• Approval of Section 95 application for Shepard Energy Centre and Bonnybrook Energy Centre

•Made a step change advancement in ENMAX’s approach to Corporate Responsibility including conducting a gap analysis and resourcing and executing on recommended actions


terry tyler (Executive Vice President, Chief Technology Officer and Chief Information Officer)

• Continued to drive an Operations Excellence business discipline into the Encompass (ENMAX’s customer contact centre) culture eliminating the backlog of exceptions greater than 30 days old, which resulted in increased customer satisfaction, increased first call resolution, decreased bad debt, and increased cash flow

• Continued to drive Operations Excellence business discipline into IT resulting in improved performance against Service Level Agreements

• Led the development and implementation of the ENMAX IT Governance framework for IT projects resulting in improved business cases for all IT investments, significantly reduced IT capital spend

• Co-sponsored the successful work and asset management process and system implementation for all of ENMAX’s generation assets (Maximo)

• Co-sponsored the proposal process which resulted in one of the first awards of funds from Climate Change and Emissions Management Corporation (CCEMC), which launched ENMAX’s entry into the residential solar photovoltaic and wind distributed generation market in Alberta


As noted earlier in this report, the Human Resources Committee reviews many factors in determining its recommended compensation

levels for the CEO and other NEOs. Recommendations are forwarded to the Board for their approval.

For NEOs, in any given year, actual payouts may be more or less than target levels. Typical payout ranges are from 0–150 per cent of

target. The specific payouts associated with the Annual Variable Pay Plan (AVPP) are outlined in the Summary Compensation Table:


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2011 Annual Variable Pay Targets and Actual Payouts for 2010 Success (as a % of 2010 Salary)POSITION MINIMUM TARGET MAXIMUM ACTUAL PAYOUT %

President and CEO 0% 60% 90% n/a Executive Vice President, Finance and CFO 0% 40% 60% 55%Executive Vice President, Generation and Wholesale Energy

0% 40% 60% 45%

Executive Vice President, Regulatory and Legal Services

0% 40% 60% 45%

Executive Vice President, Chief Technology Officer and Chief Information Officer (CTO & CIO)

0% 40% 60% 45%

NotE: No payout in 2011 for the cEo as we had an interim cEo in 2011 who was not eligible for AVpp.

Variable Pay Plans with Payouts Spanning Multiple Years

Long-Term Variable Pay PlanENMAX’s long-term variable pay plan provides Executives with a long-term incentive to sustain high performance, demonstrate

their commitment to the organization and align Executives’ interests with those of our Shareholder. The pool is funded by allocating

a maximum of 15 per cent of year-over-year growth in our Net Income. The Board retains full discretion in determining the pool

funding and the annual awards are approved by the Board.

Executive Vice Presidents and the CEO are eligible for annual awards that vest over the following three years. The vesting schedule

is 50 per cent one year following the award and 25 per cent in years two and three following the award. In determining the size of

an individual’s award, the Committee reviews the relevant market data, the strategic importance and contribution of the Executive

to our long-term success and retention considerations.

Total Value of Long-Term Variable Pay Grants Awarded Over the Last 3 Years (to all participants)

2011 $1,740,000 (50% vesting in 2012, 25% in 2013 and 25% in 2014)2010 $4,450,000 (50% vesting in 2011, 25% in 2012 and 25% in 2013)2009 $4,000,000 (50% vesting in 2010, 25% in 2011 and 25% in 2012)

These values represent the total awarded by year and the vesting timeframe. The actual long-term variable pay awards made to the

CEO and other NEOs in 2009, 2010 and 2011 are outlined in our Summary Compensation Table.

Other Variable Pay Plans

Project Medium-Term Variable Pay Plan (PMTVPP)We have a variable pay plan through which our Executive Vice President, Generation and Wholesale Energy (Mr. David Rehn) and

select other individuals (no other NEOs) are eligible to receive awards tied to successful completion of projects focused on new

generation asset construction and new generation asset acquisitions. Payments are linked to pre-determined milestones and require

achievement of financial, schedule and operational measures.

The payment Mr. Rehn received from this plan in 2011 ($320,125) is included in the Summary Compensation Table in the “All Other

Compensation” column and explained in the accompanying footnote. The Board of Directors approved this payout.

This plan was discontinued as a result of the Board-initiated review of compensation programs in 2011. 2011 was the last year for

payouts under the plan.


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Changes in Compensation Arrangements in 2011 We did not introduce any new compensation or benefit programs in 2011 for our Named Executive Officers. Design was underway

for changes to annual variable pay plan and long-term variable pay plan. Plan features for 2012 are outlined below.

Approved Changes to ENMAX Variable Pay Plans for 2012The information outlined here pertains to changes that were approved in 2011 with effect in 2012 and beyond. Payouts made in

2011 were according to the plans’ terms and conditions that were in effect at that time.

Annual Variable Pay (AVP) Plan As a result of the review commissioned by the Board of Directors that was completed in 2011, the following changes were made to ENMAX’s Annual Variable Pay Plan for the 2012 plan year:

• Clearer performance expectations through the identification of threshold, target and maximum performance levels and associated payouts, ranging from 50 per cent at threshold to 150 per cent at maximum

• Fewer Key Performance Indicators at the business unit level focused on themes of cost control, project delivery, reliability/performance and compliance

• Weighting of components in overall payout by corporate, business unit and individual

• All ENMAX employees will have an individual performance component to their AVP Plan (including unionized employees)

• Tested competitiveness of target payouts with companies in our peer group to ensure our continued ability to attract, motivate and retain a skilled workforce

As with the previous plan, the redesigned AVP Plan has capped payments that balance risk and reward and mitigate excessive risk taking by participants.

Plan design includes measures that reward for corporate, business unit and individual performance as follows:

• Corporate Performance:

• EBITDA 70 per cent weight

• Safety (Total Recordable Injury Frequency) 30 per cent weight

• Business Unit Performance:

• Select Key Performance Indicators (KPIs) that drive success at a business unit level in the areas of cost control, project delivery, performance and compliance

• Individual/Team Performance:

• Measures success on personal performance goals — developed by individuals and approved by leaders. In the case of ENMAX’s IBEW employees, includes a component for responsibility for working safely throughout the year

Success against each component (Corporate/Business Unit/Individual/Team) may vary on a scale of 0 per cent to 150 per cent. Payouts are additive for each component. The weighting of each component varies by organizational level. At the CEO level, the weighting is 80 per cent corporate and 20 per cent individual. For other NEOs it is 50 per cent corporate, 30 per cent business unit and 20 per cent individual.

The following schematic illustrates the plan structure:

x x + + =Salary AVPP Target(% of salary)

Corporate Performance

Business UnitPerformance

Individual/Team

PerformancePayout


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Annual Variable Pay Plan Threshold/Target and MaximumFor 2012, the following payout ranges (as a per cent of salary) are in place:

THRESHOLD (50 PER CENT PAYOUT)

TARGET (100 PER CENT PAYOUT)

MAXIMUM (150 PER CENT PAYOUT)

President and CEO 37.5% 75% 112.5%Direct Reports to CEO 22.5% 45% 67.5%

Annual Variable Pay Plan Clawback Provisions These provisions apply to the President and CEO, Executive Vice Presidents and Vice Presidents.

The determination of future annual variable pay payments is based on assumptions and representations from Management. For that

reason, the Board reserves the right to seek repayment of past payments made and/or amend any future payments in situations where:

1. The amount of annual variable pay received by the executive or former executive officer was calculated based upon, or contingent

on, the achievement of certain financial results that were subsequently the subject of or affected by a material restatement of all

or a portion of the Organization’s financial statements

2. The executive or former executive officer engaged in intentional misconduct or fraud that caused or partially caused the need for

the restatement

3. The amount of annual variable pay received would have been lower have had the financial results been properly reported

Changes to the ENMAX Long-Term Variable Pay (LTVP) PlanAs a result of the review commissioned by the Board of Directors that was completed in 2011, ENMAX’s long-term variable pay plan

for 2012 and beyond was completely redesigned to incorporate the following features:

• A forward-looking three-year performance-based plan, with performance assessed at the end of the performance period and

payouts determined/made at that time

• Better linkage of pay to performance

• Allows ENMAX to support the organization’s strategy and develop long-term value for our shareholder through the selection

of performance measures

• Market competitive grants

• Encourages cross-business unit collaboration to achieve shared goals

• Identifies the range of payout possibilities (from threshold to maximum) at the outset

The main goals of the LTVPP are to align participants’ compensation with Shareholder interests of long-term value creation, enhance

executive retention, recognize excellent performance and align with prevalent compensation design in our peer group of companies.

The new plan has capped payments that balance risk and reward and mitigate excessive risk taking by participants. Financial and

strategic goals are set at the outset of a three-year performance period. At the end of the performance period, the Board will assess

performance against each measure and will determine the success achieved. The weighting between financial and strategic (non-

financial measures) is 50/50.

EligibilityFor the 2012 – 2014 performance period, the President and CEO, Executive Vice Presidents and Vice Presidents are eligible.


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Performance Measures (Financial and Strategic)The financial measure is a three-year average ROCE (return on capital employed) and the strategic measures include: improvement

in safety performance, improvement in voluntary employee turnover, growth in retail market share, and progress on the Shepard

Energy Centre (in terms or safety, cost, schedule and quality), equally weighted.

Measures and performance levels at threshold, target and maximum payout levels are reviewed and established annually for each

new performance period. Awards are determined prospectively for the three-year performance period. Awards are made annually

with payouts ranging between 0 – 200 per cent of the grant amount as indicated by the performance achieved at the end of the

three-year performance period.

The first full performance period for this LTVPP is January 1, 2012 to December 31, 2014.

Individual AwardsIndividual awards will be determined at the beginning of the performance period. As a guideline, the individual awards will be

set to provide eligible executives with a realistic possibility to attain median total direct compensation (TDC) that is competitive

with the Alberta marketplace for similarly placed senior executives in comparable companies and in keeping with our approved

median compensation philosophy. Other factors influencing the size of awards include: retention, individual performance, market

competitiveness and each individual’s potential to contribute to our strategic direction and the long-term value to the Shareholder.

Payout TimelineThe LTVPP is a performance-based plan, paid out in cash. Payouts under the plan are not earned until the end of the performance

period and until such time as the performance measures of the plan have been assessed.

Payout DeterminationAll awards are granted at target. Payouts may range from 0 - 200 per cent of target. The determination of success under the plan

is the same for all participants in the plan. For clarity, if payouts are determined to be at 100 per cent of target, all participants will

receive 100 per cent of their initial award, provided they have not resigned, retired or been dismissed from employment at ENMAX.

The following schematic illustrates the plan structure:

Target Awards (as a per cent of salary)EMPLOYEE LEVEL THRESHOLD

(50 PER CENT PAYOUT)TARGET

(100 PER CENT PAYOUT)MAXIMUM

(200 PER CENT PAYOUT)

President and CEO 50% 100% 200%Direct Reports to CEO (individual awards vary — values shown are average)

38% 76% 152%

Other Vice Presidents (not direct reports to CEO) 17.5% 35% 70%

x x + =Salary LTVPP Target(% of salary)

StrategicMeasureSuccess

FinancialMeasureSuccess

50% weight50% weight

Payout


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Clawback ProvisionsThese provisions apply to all LTVP Plan participants.

The determination of future long-term variable pay payments is based on assumptions and representations from management.

For that reason, the Board reserves the right to seek repayment of past payments made and/or amend any future payments in

situations where:

1. The amount of long-term variable pay and annual variable pay received by the executive or former executive officer was calculated

based upon, or contingent on, the achievement of certain financial results that were subsequently the subject of or affected by a

material restatement of all or a portion of the Organization’s financial statements

2. The executive or former executive officer engaged in intentional misconduct or fraud that caused or partially caused the need for

the restatement

3. The amount of long-term variable pay received would have been lower have had the financial results been properly reported

Look Back TablesThe following tables summarize the various compensation elements for each NEO during their tenure with ENMAX.

Notes:

In year of hire/termination, where asterisked (*), salary and other values are prorated. In 2009, there were 27 pay periods, while

there were 26 pay periods in every other year. For a complete reporting of all compensation for 2011, 2010 and 2009 refer to the

Summary Compensation Table.

Charles Ruigrok — Interim President and CEO

YEAR SALARYANNUAL VARIABLE

PAYLONG-TERM VARIABLE

PAY — GRANT

LONG-TERM VARIABLE PAY — PAID FROM PRIOR

YEARS’ GRANTSFLEXIBLE PERQUISITE

ACCOUNT

2011 $1,288,523* $0 $0 $0 $0

Mr. Ruigrok, as Interim President and Chief Executive Officer is not eligible for participation in any of the following: Annual Variable

Pay Plan, Long-term Variable Pay Plan, Pension Plan (Registered and Supplemental) and flexible benefits program.

Gary Holden — Former President and CEO



PAY — GRANT



ACCOUNT

2011 $40,610* $0 $0 $0 $1,667*2010 $700,000 $630,000 $1,600,000 $1,407,250 $20,0002009 $724,862 $570,000 $1,800,000 $858,250 $20,0002008 $631,661 $500,000 $1,104,000 $612,500 $20,0002007 $574,231 $450,000 $925,000 $500,000 $20,0002006 $534,327 $450,000 $725,000 $0 $20,0002005 $307,692* $0 $0 $0 $10,500*


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David Halford — Executive Vice President Finance and Chief Financial Officer



PAY — GRANT



ACCOUNT

2011 $375,000 $205,000 $400,000 $375,000 $15,0002010 $375,000 $134,000 $550,000 $200,000 $15,0002009 $266,827* $0 $400,000 $0 $9,000*

David Rehn — Executive Vice President, Generation and Wholesale Energy



PAY — GRANT

LONG-TERM VARIABLE PAY — PAID FROM

PRIOR YEARS’ GRANTS PROJECT MTVPFLEXIBLE PERQUISITE

ACCOUNT

2011 $412,000 $187,000 $240,000 $300,000 $320,125 $15,0002010 $412,000 $169,000 $400,000 $200,000 $395,975 $15,0002009 $427,477 $160,000 $400,000 $0 $300,000 $15,0002008 $400,000 $0 $0 $0 $0 $15,0002007 $22,721* $0 $0 $0 $0 $1,250*

Robert Hemstock — Executive Vice President, Regulatory and Legal Services

YEAR SALARY ANNUAL VARIABLE PAYLONG-TERM VARIABLE

PAY — GRANT



ACCOUNT

2011 $320,000 $145,000 $320,000 $475,000 $15,0002010 $320,000 $152,000 $600,000 $375,000 $15,0002009 $332,065 $135,000 $400,000 $275,000 $15,0002008 $310,608 $120,000 $300,000 $150,000 $15,0002007 $293,731 $120,000 $300,000 $175,000 $15,0002006 $229,385* $0 $250,000 $0 $12,500*

Terry Tyler — Executive Vice President, Chief Technology Officer and Chief Information Officer

YEAR SALARY ANNUAL VARIABLE PAYLONG-TERM VARIABLE

PAY — GRANT



ACCOUNT

2011 $320,000 $144,000 $300,000 $425,000 $15,0002010 $320,000 $152,000 $600,000 $250,000 $15,0002009 $331,692 $80,000 $500,000 $0 $15,0002008 $95,769* $0 $0 $0 $5,000*


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Pension and Benefit Plans

ENMAX Registered Pension Plan — Defined Contribution (DC)The Defined Contribution (DC) option under the ENMAX Registered Pension Plan provides immediate enrolment and immediate

vesting for eligible participants. The amount payable upon termination or retirement is the value within the employee’s DC account

at the time of transfer. Other features include:

• ENMAX contributes 4 per cent of employee earnings to a maximum earnings level determined by applying the Money Purchase Limit set by the Income Tax Act (ITA) each year against the member’s “points” (age + service)

• Employees may make optional contributions of between 0 per cent to 4 per cent of eligible earnings, which ENMAX matches at a rate between 50 per cent to 150 per cent based on the member’s points

• Employees may also make unmatched voluntary contributions of between 0 per cent to 8 per cent of earnings, provided overall contributions do not exceed the annual maximum prescribed by the Canada Revenue Agency (CRA)

• Employees may change the amount of their optional contributions at any time

• Employees direct their own investments and may invest in the various funds covering all major asset classes; In 2011, there were 22 segregated funds with an array of investment types and styles, for members to choose from

• Company and optional employee contributions are locked-in in order to provide income at retirement, as required by Alberta pension legislation and, upon event, may be transferred to a Locked-In Retirement Account (LIRA) of the employee’s choosing

• Voluntary contributions may be withdrawn at any time, subject to applicable taxes

While ENMAX operates a Defined Benefit (DB) Option under the ENMAX Registered Pension Plan, none of the Named Executive

Officers belong to the DB plan. The pension values reflected in the Summary Compensation table include the DC pension values.

ENMAX Supplemental Pension Plan (Non-Registered)Our NEOs participate (except Mr. Ruigrok) in one of the two non-registered Supplemental Retirement Plans; plan details and

participant information follow. Tables outlining the values attributable to the supplemental retirement plan are found on page 66 of

this report.

Defined Benefit — Supplemental Retirement Plan (Non-Registered)ENMAX established a Defined Benefit Supplemental Retirement Plan (DB-SRP) in 2000. The DB-SRP was closed to new entrants

in March 2006. The DB-SRP provides benefits to participants whose registered pension benefits are limited by the maximum

defined benefit accrual limits set by the ITA. In 2011, the limit was set at $2,552.22 per year of service. DB-SRP participants whose

pensionable earnings exceed an annual threshold determined by the provisions of the plan ($142,101 for 2011) will accrue service

for that year, under the DB-SRP. Other aspects of the DB-SRP provisions include:

• Employee contributions are neither permitted nor required

• Formula for each year of Pensionable Service is 1.75 per cent of Highest Average Pensionable Earnings

• Highest Average Pensionable Earnings is defined as the sum of the pensionable earnings in the five consecutive calendar years in which earnings are the highest divided by five years, or the member’s continuous service if less

• Earnings are determined by the amount of base pay and actual annual variable pay in excess of the maximum pensionable earnings limit

• Vesting occurs after two years of continuous service

• Normal retirement is age 65. Early retirement is age 55. The early retirement reduction is three per cent for each year that the

member retires prior to the attainment of age 65 or the date when the member’s credited service and age equals 85 points


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http://laws-lois.justice.gc.ca/eng/acts/I-3.3/index.html




Of the NEOs, the following are participants in the DB-SRP — Gary Holden and Robert Hemstock. The pension values reflected in

the Summary Compensation table include the DB-SRP values.

Defined Contribution — Supplemental Retirement Plan (Non-Registered)Effective March 21, 2006 the Defined Contribution Supplemental Retirement Plan (DC-SRP) was established for all new employees

and current employees who did not previously qualify for DB-SRP membership. The DC-SRP is available for employees whose

pensionable earnings (salary pay and annual variable pay amounts) exceed an annual threshold based on each member’s points.

Other aspects of the DC-SRP provisions include:

• Employee contributions are neither permitted nor required

• Company contributions are six per cent (for employees with less than 40 points), eight per cent (for employees between 40

and 60 points) and 10 per cent (for employees with 60 points or more)

• Points are age + service

• Vesting occurs after two years of continuous service

• Each participant’s DC-SRP values are tracked in a notional account maintained by Sun Life Financial

Of the NEOs, the following are participants in the DC-SRP – David Halford, David Rehn and Terry Tyler. The pension values reflected

in the Summary Compensation table include the DC-SRP values.

Benefit Programs

Flexible Benefits ProgramAll of our permanent employees, including our Executives, enjoy a flexible benefits plan including the ability to choose the level of

extended health & dental, group life insurance, short- and long-term disability, accidental death and dismemberment insurance,

that meet their family’s needs. They also have a health spending account. The benefit plan year resets every July and members may

re-enrol and update their coverage levels. Mr. Ruigrok is not eligible for the ENMAX Flexible Benefits Program.

Flexible Perquisite AccountOur Executives, except Mr. Ruigrok, are provided with a flexible perquisite account that they can allocate annually to one, or a

combination of the following items: a vehicle allowance, financial planning services, a health spending account (in addition to the

amount provided under the core benefits plan) and club memberships. The value of the flexible perquisite account is $20,000/annum

for the CEO and $15,000/annum for Executive Vice Presidents. The value for this benefit is included in the Summary Compensation

Table under “Other Compensation.”


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Executive Compensation – Summary Compensation Table

POSITION TITLE INCUMBENT'S NAME YEAR SALARY

NON-EQUITY VARIABLE PAY PLAN COMPENSATION

PENSION VALUE

ALL OTHER COMPENSATION

TOTAL COMPENSATION

ANNUAL VARIABLE PAY

LONG-TERM VARIABLE PAY

AWARDS

Interim President and CEOcharles ruigrok 2011 $1,288,523 $0 $0 $0 $0 $1,288,523

Former President and CEOGary Holden (1)

2011 $40,610 $0 $0 $913,193 $4,716,652 $5,670,4552010 $700,000 $630,000 $1,600,000 $106,211 $112,772 $3,148,9832009 $724,862 $570,000 $1,800,000 $198,868 $65,978 $3,359,708

Executive Vice President Finance and Chief Financial Officer David Halford (2)

2011 $375,000 $205,000 $400,000 $46,400 $15,478 $1,041,8782010 $375,000 $134,000 $550,000 $21,666 $15,460 $1,096,1262009 $266,827 $0 $400,000 $21,346 $9,345 $697,518

Executive Vice President Generation and Wholesale EnergyDavid rehn (3)

2011 $412,000 $187,000 $240,000 $59,900 $335,603 $1,234,5032010 $412,000 $169,000 $400,000 $59,048 $411,435 $1,451,4832009 $427,477 $160,000 $400,000 $58,748 $315,458 $1,361,683

Executive Vice President Regulatory and Legal Servicesrobert Hemstock

2011 $320,000 $145,000 $320,000 $57,068 $15,478 $857,5462010 $320,000 $152,000 $600,000 $32,611 $15,460 $1,120,0712009 $332,065 $135,000 $400,000 $52,224 $15,458 $934,747

Executive Vice President Chief Technology Officer and Chief Information Officerterry tyler

2011 $320,000 $144,000 $300,000 $46,400 $15,478 $825,8782010 $320,000 $152,000 $600,000 $33,255 $15,460 $1,120,715

2009 $331,692 $80,000 $500,000 $32,999 $15,458 $960,149

Notes: Total Compensation includes salary, annual variable pay and the total paid under all forms of variable pay plans, pension value and all other compensation. Note the grants awarded under the medium- and long-term variable pay plans vest in subsequent years according to pre-defined terms and conditions and vesting schedules. The amount awarded under these plans may differ from what the executive was actually paid in the year referenced.

• All ENMAX non-equity variable pay is paid in cash. There is no equity (stock-based) compensation

• Salaries in 2011 and 2010 reflect 26 pay periods, while 2009 reflects 27 pay periods

• For all NEOs, the value in “All Other Compensation” is defined below. Additional items (if any) are noted by individual NEO

1. For Mr. Holden, the 2011 pension value reflects the $909,427.48 payout received under the ENMAX Supplemental Pension Plan and $3,765.22 for in-year employer contributions to the ENMAX Pension Plan — Defined Contribution Option. The 2011 value for All Other Compensation includes items listed below and $4,629,333 for severance and $85,613.97 in paid out (earned but not taken) vacation. The 2010 value for All Other Compensation includes items listed below and $92,311.68 in taxable benefits for the value of company-provided transportation. The 2009 value for All Other Compensation includes items listed below and $45,519.96 in taxable benefits for the value of company-provided transportation.

2. Mr. Halford started in April 2009. Actuals paid in 2009 are reflected in the table.

3 For Mr. Rehn, the value in All Other Compensation for 2011 includes the items listed below and $320,125 paid under the Organization’s project medium-term variable pay plan. In 2010, the value in All Other Compensation includes items/values listed below plus $395,975 paid under the Organization’s project medium-term variable pay plan. For 2009, the value in All Other Compensation includes items/values listed below plus $300,000 paid under the Organization’s project medium-term variable

pay plan.


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All other compensation in Each Year includes:

• Company-paid critical illness insurance coverage as follows:

• $460 in 2011, $458 in 2010 and $430 in 2009, prorated for start/termination

• Mr. Ruigrok is not eligible for company-paid critical illness insurance coverage

All other compensation also includes:

• For Mr. Holden, a flexible perquisite account of $20,000/year (prorated in 2011 for his termination)

• For other NEOs, a flexible perquisite account of $15,000/year prorated for starts

• Mr. Ruigrok is not eligible for the flexible perquisite account

Vesting schedule for Long-term Variable pay Awards outlined Above:

YEAR OF GRANT VESTING TIMEFRAME (TIME-BASED VESTING)

2011 50% vests in 2012, 25% vests in 2013 and 25% vests in 20142010 50% vests in 2011, 25% vests in 2012 and 25% vests in 20132009 50% vests in 2010, 25% vests in 2011 and 25% vests in 2012

Pension Plan MembershipAll NEOs participate in ENMAX’s Defined Contribution (DC) Pension Plan (except Mr. Ruigrok who is not eligible for participation

in ENMAX’s pension plan)

• Mr. Holden and Mr. Hemstock also participate in ENMAX’s Defined Benefit (DB) Supplemental Retirement Plan

• Mr. Halford, Mr. Rehn and Mr. Tyler also participate in ENMAX’s Defined Contribution (DC) Supplemental Retirement Plan

Pension Tables

ENMAX Pension Plan — Defined Contribution Plan

NAME BALANCE AT JAN 1, 2011COMPENSATORY

CHANGES IN 2011 BALANCE AT DEC 31, 2011

Gary Holden (2) $142,168 $3,765 $146,104David Halford $49,626 $15,313 $68,006David Rehn $66,375 $16,407 $90,219Robert Hemstock $88,649 $11,368 $97,991Terry Tyler $66,063 $16,407 $82,574

(1) compensatory changes include contributions made by ENMAX on the member’s behalf.

(2) Mr. Holden was terminated in January 2011; the closing balance shown here is at January 22, 2011.

Defined Contribution Supplemental Retirement Plan (DC-SRP)Accounts in the DC-SRP are notional and tracked based on performance of a balanced fund by Sun Life Financial. Upon event

(termination, retirement or death) the balances at the date of payout are communicated to ENMAX, then paid from general revenues.

NAMEBALANCE AT

JAN 1, 2011COMPENSATORY

CHANGES IN 2011BALANCE ATDEC 31, 2011

David Halford $7,346 $25,760 $32,372David Rehn $79,564 $42,100 $120,184Terry Tyler $20,041 $31,200 $50,306

(1) compensatory changes include contributions made by ENMAX on the member’s behalf.

(1)

(1)


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Defined Benefit Supplemental Retirement Plan (DB-SRP)Benefits payable under the Defined Benefit Supplemental Retirement Plan are paid from general revenues. The following table

illustrates the values for 2011 service:

NAME

NUMBER OF YEARS OF DB

SUPPLEMENTAL PLAN SERVICE

ANNUAL BENEFITS PAYABLE OPENING PRESENT VALUE OF ACCRUED BENEFIT

OBLIGATIONCOMPENSATORY

CHANGE (1)

NON- COMPENSATORY

CHANGE (2)

CLOSING PRESENT VALUE OF

DEFINED BENEFIT OBLIGATION (3)AT YEAR END AT AGE 65

Robert Hemstock 5.8384 $32,200 $123,500 $232,700 $45,700 $82,600 $361,000(1) compensatory changes include the ENMAX service cost for the year and the impact on the accrued obligation of the difference between actual and expected pensionable earnings for 2011. the accrued benefit

obligation at the end of 2011 is measured using a discount rate of 4.25 per cent per year and the accrued benefit obligation at the end of 2010 is measured using a discount rate of 5.25 per cent per year. this was offset by the impact on the accrued obligation as a result of lower than expected base salaries for 2011 (the December 31, 2010 accrued obligations assumed a 3.5 per cent increase plus an age-related merit and promotion increase to base salaries in 2011; however, the Executive did not receive a base salary increase in 2011).

(2) Non-compensatory changes include all other changes in the accrued obligation not included within the compensatory change, including interest on the December 31, 2010 accrued obligations and 2011 ENMAX service costs, in addition to the impact on the accrued obligations of other net plan experience. this component also includes the impact of changes in assumptions, such as liability discount rate decreasing from 5.25 per cent per year to 4.25 per cent per year, which significantly increased the accrued obligations (impacting all years of Defined Benefit Supplemental plan Service) at December 31, 2011.

(3) the accrued benefit obligation reflects the value of the benefits payable as of the member’s normal retirement age (i.e., the later of age 55 and 85 points, but not later than age 65) based on Highest Average Excess Earnings projected to that date, but with Defined Benefit Srp credited service as at December 31, 2011. this amount is determined using the method and assumptions consistent with those used to determine the accounting information for the organization’s retirement plans and disclosed in the notes on pension benefits in the organization’s financial statements. Mr. Holden was terminated in January 2011 and was subsequently paid $909,427 from the Defined Benefit Supplemental retirement plan (DB-Srp).

Changes in Pension ObligationsThe Summary Compensation Table pension value reflects the current service cost, less required member contributions to the plan,

plus any changes in obligations resulting from compensation increases in excess of actuarial assumptions. Actual compensation

changes may vary from the assumed rate of compensation increase and will vary between each Executive from year to year.

Compensation Governance

Use of External Consultants in 2011 and 2010The Human Resources Committee of the Board of Directors retained the services of Towers Watson to review and propose changes

to the existing executive compensation peer group, the Board of Directors peer group and associated pay levels, and to redesign the

long-term variable pay plan for the NEOs and the broader executive group at ENMAX. Towers Watson was selected in April 2010

after a formal Request for Proposal process was conducted by the Human Resources Committee. Towers Watson was subsequently

retained by Management to review and present recommendations for a new broad-based annual variable pay plan. Towers Watson

is ENMAX’s actuary and as such provides actuarial services for defined benefit pension administration and associated accounting/

finance services related to the pension plan. ENMAX participates in various industry-based compensation surveys run annually

by Towers Watson. The fees quoted in the following table reflects the year the fees were paid and may not align with when work

began/ended:

Towers WatsonCATEGORY 2010 2011

Compensation Surveys $14,700 $17,357Defined Benefit Pension Plan Administration (actuarial services) $382,782 $145,076Accounting/Finance $113,839 $164,167Executive/Non-Executive Compensation Redesign $0 $247,218 Board of Directors Compensation Review $0 $43,835 totAL $511,320 $617,653


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http://www.towerswatson.com/



Meridian Compensation Partners Inc.In March 2011, the Human Resources Committee of the Board of Directors conducted a Request for Proposal process and retained

the services of Meridian Compensation Partners Inc. as an independent external compensation consultant to validate the following

practices:

• The appropriateness of developing a peer group against which to benchmark Executive and Board of Director total

compensation levels

• The appropriateness of the criteria that were developed against which peer group companies would be selected

• The prevalence of the practice of having a singular or separate peer groups for purpose of determining Executive and Board of

Directors compensation

• The appropriateness of ENMAX’s proposed approach on a long term variable pay plan design, given ENMAX’s ownership

structure, namely to:

• Be prospective in nature — with a three-year term

• To provide a long-term compensation element to the Executives who are critical to execution of ENMAX’s long-term strategy

• To include a financial and possibly a strategic measure

The fees paid in 2011 associated with this work are $51,389.88. There was no pre-existing or other management-directed work

performed by Meridian for ENMAX and no fees paid to Meridian in 2010. The only services Meridian provided to the Committee

were executive and director compensation services.

Mercer (Canada) LimitedThe Human Resources Committee of the Board of Directors retained the services of Mercer (Canada) Limited to provide investment

consulting services related to the ENMAX Pension Plan (both for the Defined Benefit and the Defined Contribution Options). In

2010, ENMAX paid $195,264 for these services (inlcuding an asset/liability study and work related to making a defined benefit

fund manager change). In addition, management-directed work in 2010 totaled $7,392 for compensation-related salary surveys. In

2011, ENMAX paid $63,572 for pension consulting services and $6,552 for management-directed work for compensation related

salary surveys.

Termination and Change of Control Benefits

Payments on Termination without CauseFor the NEOs with whom ENMAX does not have an employment agreement, we provide a severance tailored to the individual’s

circumstance reflecting age, service and salary level.


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http://www.meridiancp.com/

http://www.mercer.com



Employment Agreements – Summary of Termination Provisions The following table summarizes the compensation due to David Halford (EVP Finance and CFO) in the event of an involuntary

termination (for any reason other than for cause):

COMPENSATION TREATMENT VALuE AS At DEcEMBEr 31, 2011

An amount equivalent to: • salary for 12 months

• target annual variable pay (40% of salary) prorated for the number of months in the performance period

• any payment of long-term variable pay awards that would otherwise be payable in the 12 months following the date of termination

Salary: $375,000Target Annual Variable Pay: $150,000Subtotal: $525,000

Long-term Variable Pay: $437,500Vesting in 2012

totAL: $962,500

The following table summarizes the compensation due to Robert Hemstock (EVP Regulatory and Legal Services) in the event of an

involuntary termination (for any reason other than for cause):

COMPENSATION TREATMENT VALUE AS AT DECEMBER 31, 2011

An amount equivalent to: • salary for 12 months

• target annual variable pay (40% of salary) prorated for the number of months in the performance period

• any payment of long-term variable pay awards that would otherwise be payable in the 12 months following the date of termination

Salary: $320,000Target AnnualVariable Pay: $128,000Subtotal: $448,000

Long-termVariable Pay: $410,000Vesting in 2012

totAL: $858,000

None of the other NEOs in this report has an employment agreement outlining compensation to be paid in the event of termination.

EXEcutiVE coMpENSAtioN GoVErNANcEEXEcutiVE coMpENSAtioN GoVErNANcE

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our corporate headquarters are located at: 141 - 50 Avenue SE Calgary, Alberta T2G 4S7

contact our reception at: Phone: (403) 514-3000 Fax: (403) 514-1469

We have a retail storefront in calgary located at: City of Calgary Municipal Building 3rd Floor, 800 Macleod Trail SE Calgary, Alberta T2P 2M5

We have a retail storefront in red Deer located at: 100 Red Deer Professional Building 4808 Ross Street Red Deer, Alberta T4N 1X5

our Edmonton office is located at: Kingsway Mall Suite 290 109 Street & Princess Elizabeth Avenue Edmonton, Alberta T5G 3A6

please direct Board-related inquiries to: Diana Stephenson Corporate Secretary (403) 514-3480

please direct financial inquiries to: David Halford Executive Vice President, Finance and Chief Financial Officer (403) 514-3000

please direct media inquiries to: Ian Todd, Vice President, Government and Media Relations (403) 514-2196

Find additional information relating to ENMAX at enmax.com.

CORPORATE INFORMATION

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