The Articles are Atlantic Power’s corporate governing document and were filed under the British Columbia Business Corporations Act (“BCBCA”) in 2010 to establish Atlantic Power as a corporation under the laws of the Province of British Columbia. In 2019, shareholders approved a resolution amending the director residency and quorum provisions (the Articles Amendment Resolution). Following approval of the resolution, Atlantic Power filed a Form 11 Notice of Alteration with the BC Registry.
Charter of the Board of Directors:
The purpose of the charter is to set out the mandate and responsibilities of the Board of Directors of Atlantic Power. The charter addresses the composition and responsibilities of the Board of Directors, responsibilities of the Chair of the Board, decisions requiring prior approval of the Board of Directors, measures for receiving shareholder feedback, meetings of the Board of Directors, meeting guidelines, remuneration of directors, and expectations of management.
Charters of the Board committees can be found here.
Corporate Governance Guidelines:
The Board of Directors of Atlantic Power has adopted corporate governance guidelines to assist and guide the Board in the exercise of its responsibilities. These guidelines should be interpreted in accordance with any requirements imposed by applicable federal or state law or regulation, the New York Stock Exchange and the Articles of Continuance and Certificate of Incorporation of the Company. The Board may review and amend these guidelines from time to time.
Majority Voting Policy:
The Board of Directors of Atlantic Power has adopted a majority voting policy. Under this policy, a Director in an uncontested election who receives more votes withheld than cast in favor of his or her election will be required promptly to tender his or her resignation to the Chair of the Board of Directors following the applicable meeting of the Corporation’s Shareholders. The resignation will be effective when accepted by the Board of Directors.
Advance Notice Policy:
Atlantic Power has an advance notice policy, which requires advance notice to the Company in circumstances where nominations of persons for election to the Board of Directors are made by Shareholders other than pursuant to: (i) a proposal made in accordance with the BCBCA; or (ii) a requisition of the Shareholders made in accordance with the BCBCA.