Exhibit 99. 1
		TransAlta Corporation
		Notice of Annual and Special Meeting of Shareholders and Management Proxy Circular
		Annual Meeting April 20, 2018

 

 

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

 

Table of Contents

 

Invitation to Shareholders			4
Notice of Annual and Special Meeting of Shareholders			5
General Information			7
About Our Shareholder Meeting			8
How To Vote			10
Business of The Meeting			12
	1.	Election of Directors	12
	2.	Financial Statements	26
	3.	Appointment of Auditors	26
	4.	Reduction of Stated Capital	28
	5.	Advisory Vote On Executive Compensation	29
Governance			31
Director Compensation			47
Report On Executive Compensation			51
	Compensation Discussion and Analysis		57
Appendix “A” Checklist of Corporate Governance Disclosure - Form 58-101F1			A-1
Appendix “B” TransAlta Corporation General Governance Guidelines for the Board			B-1

 

 

 

 

 

This document contains important information for Shareholders. Your participation is very important. Please take a minute to submit your proxy today or vote by phone or through the internet in accordance with the instructions set forth in the proxy.

 

 

2   |  TransAlta Corporation 2018 Management Proxy Circular

 

 

 

A NOTE ABOUT FORWARD LOOKING STATEMENTS

 

From time to time, we make written or oral forward looking statements within the meaning of certain securities laws, including in this Proxy Circular (as defined herein), in other filings with Canadian securities regulators or the U.S. Securities and Exchange Commission and in other communications.  All forward looking statements are based on our beliefs as well as assumptions based on information available at the time the assumption was made and on management’s experience, results and perception of historical trends, current conditions and expected future developments, as well as other factors deemed appropriate in the circumstances.  Forward looking statements are not facts, but only predictions and generally can be identified by the use of statements that include phrases such as “may”, “will”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “foresee”, “potential”, “enable”, “continue”, or other comparable terminology.  These statements include, but are not limited to, statements made in the “Compensation Discussion and Analysis” section of this Proxy Circular and other statements about our operations, financial condition, risk management priorities, targets, compensation components and strategy, ongoing objectives, strategies and outlook for 2018 and subsequent periods.  By their nature, these statements are not guarantees of our future performance and actions and are subject to risks, uncertainties and other important factors that could cause our actual performance and actions to be materially different from the forward looking statements.  Factors that may adversely impact our forward looking statements include risks relating to: fluctuations in market prices; availability of fuel supplies required to generate electricity; our ability to contract our generation for prices that will provide expected returns; the regulatory and political environments in the jurisdictions in which we operate; environmental requirements and changes in, or liabilities under, these requirements; changes in general economic conditions including interest rates; operational risks involving our facilities, including unplanned outages at such facilities and our ability to return these facilities to service in a timely manner; our ability to conduct the repair and maintenance to our facilities, either directly or through a third party, in a timely and cost efficient manner; disruptions in the transmission and distribution of electricity; effects of weather; disruptions in the source of fuels, including solar, water or wind resources required to operate our facilities; natural or man-made disasters; the threat of domestic terrorism and cyber-attacks; equipment failure; energy trading risks; industry risk and competition; fluctuations in the value of foreign currencies and foreign political risks; need for additional financing and our ability to obtain such financing at competitive rates; the effect of a credit rating downgrade on our energy marketing business and the impact on our financing costs; structural subordination of securities; counterparty credit risk; insurance coverage; our provision for income taxes; legal proceedings involving the Company, reliance on key personnel; labour relations matters; and development projects and acquisitions.  Readers are urged to consider these factors carefully in evaluating the forward looking statements and are cautioned not to place undue reliance on forward looking statements.  The forward looking statements included in this document are made only as of the date hereof and we do not undertake to publicly update these forward looking statements to reflect new information, future events or otherwise, except as required by applicable laws.  In light of these risks, uncertainties and assumptions, the forward looking events might occur to a different extent or at a different time than we have described or might not occur at all.

 

 

NON-IFRS MEASURES

 

Certain financial information contained in this Proxy Circular, including funds from operations (FFO) and free cash flow (FCF), may not be standard measures defined under International Financial Reporting Standards (“ IFRS ”) and may not be comparable to similar measures presented by other entities. These measures should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS. For further information on non-IFRS financial measures we use, see the section entitled “Additional IFRS Measures and Non-IFRS Measures” contained in our Management Discussion and Analysis for the year-ended December 31, 2017, filed with Canadian securities regulators on www.sedar.com .

 

 

 

 

TransAlta Corporation 2018 Management Proxy Circular  |   3

 

 

 

INVITATION TO SHAREHOLDERS

 

March 6, 2018

 

Dear Fellow Shareholders,

 

On behalf of the Board of Directors and management of TransAlta Corporation (the “ Company ”), you are cordially invited to attend our 2018 Annual and Special Meeting of Shareholders (the “ Meeting ”), which will take place on Friday, April 20, 2018 at 10:00 a.m. (local time) in the Palomino Room (E-H) at the BMO Centre (Stampede Park), located at 20 Roundup Way SW, in Calgary, Alberta.  At the Meeting, you will have the opportunity to hear about our performance in 2017 and management’s plans going forward.  You will also be introduced to our Board of Directors and management and will have the opportunity to ask questions following the presentation.

 

The Company delivered strong performance on nearly all metrics in 2017, including free cash flow, free cash flow per share and year-end debt.  The Company achieved an injury frequency rate of 0.72 in 2017, the Company’s best result ever. The Company also made groundbreaking progress on regulatory files, reaching an agreement on new federal regulations for converting coal plants to gas, which will come into effect in 2018. These new regulations allow the Company to extend the combined life of its existing coal facilities by an aggregate of approximately 75 years, which is expected to add more than $1 billion of additional free cash flow.  The Company’s balance sheet is strengthening at an accelerated pace through the reduction of debt, which is enhancing the Company’s financial flexibility.

 

Attached are the Notice of Annual and Special Meeting of Shareholders and the Management Proxy Circular.  The Management Proxy Circular contains details of the business to be conducted at the Meeting and provides information with respect to executive compensation as well as information on our governance practices.  Please take the time to review this Management Proxy Circular and provide your vote on the business items to be considered at the Meeting.  Your vote and participation are very important.

 

At the Meeting, you will be asked to consider and approve, on a non-binding and advisory basis, a resolution on our approach to executive compensation as disclosed in the Management Proxy Circular.  In 2017, the non-binding advisory vote to accept the Company’s approach to executive compensation in 2016 was not approved. As a result, the Board, led by the Human Resources Committee, undertook a rigorous review of the Company’s compensation arrangements.  This was supplemented with an extensive shareholder outreach program to speak to many of you individually.  This was enhanced with the adoption of a formal Shareholder Engagement Policy to provide improved access to our independent directors. As described in greater detail in the Management Proxy Circular, in 2017: (i) t here were no discretionary awards to our executive officers; (ii)  o ur compensation plans’ pay for performance metrics have been aligned with market practice and are now designed to limit the need for discretion; and (iii)  the realized pay of the Company’s President and Chief Executive Officer is strongly aligned with performance. We encourage you to read the compensation discussion and analysis included in the Management Proxy Circular, which explains how the Company’s compensation program aligns with its strategic goals and the principles of pay for performance.  The Board of Directors of the Company encourage you to vote FOR the Company’s approach to executive compensation.

 

If you are unable to attend the Meeting in person, you can vote by telephone, via the internet or by completing and returning the enclosed form of proxy.  Please refer to the “How to Vote” section of the Management Proxy Circular for more information.  The Meeting will also be webcast at www.transalta.com/powering-investors/events-and-presentations. We encourage you to visit our website at any time before the Meeting as it provides information about our company.

 

We look forward to seeing you at the Meeting.

 

Sincerely,
Gordon D. Giffin Chair of the Board		Dawn L. Farrell President and Chief Executive Officer

 

 

4   |  TransAlta Corporation 2018 Management Proxy Circular

 

 

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

 

NOTICE IS HEREBY GIVEN that the Annual and Special Meeting of Shareholders (the “ Meeting ”) of TransAlta Corporation (the “ Company ”) will be held on Friday, April 20, 2018 at 10:00 a.m. (local time) in the Palomino Room (E-H) at the BMO Centre (Stampede Park), 20 Roundup Way SW , in Calgary, Alberta to:

 

1.                            elect 10 directors of the Company for the coming year;

 

2.                            receive the audited consolidated financial statements of the Company for the year ended December 31, 2017, and the auditor’s report thereon;

 

3.                            appoint the auditors of the Company and authorize the Board of Directors of the Company to fix their remuneration;

 

4.                            consider and if deemed appropriate, to pass, with or without variation, a special resolution, the full text of which is reproduced on page 29 of the Management Proxy Circular, authorizing the Company to reduce the stated capital of the common shares of the Company;

 

5.                            consider a non-binding advisory resolution to accept the Company’s approach to executive compensation, as described in the accompanying Management Proxy Circular; and

 

6.                            transact such other matters as may properly come before the Meeting or any adjournment or postponement thereof.

 

 

 

Only holders of our common shares (“Shareholders”) of record at the close of business on March 6, 2018, the record date set for the Meeting, are entitled to receive notice and to vote at the Meeting or any adjournment or postponement thereof.  The form of proxy must be returned to the Company’s registrar and transfer agent, AST Trust Company (Canada), Attention:  Proxy Department, P.O. Box 721, Agincourt, Ontario, M1S 0A1, not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time fixed for holding the Meeting, or any adjournment or postponement thereof.  Registered Shareholders who cannot attend the Meeting in person may use one of the voting options described in this Management Proxy Circular and the accompanying form of proxy.  Non-r egistered Shareholders should follow the instructions on the voting instruction form or other form of proxy provided by their intermediaries with respect to the procedures to be followed for voting.

 

The Management Proxy Circular and the form of proxy accompany this Notice of Annual and Special Meeting.

 

 

 

		By order of the Board of Directors of TransAlta Corporation
		John H. Kousinioris Chief Legal and Compliance Officer and Corporate Secretary   Calgary, Alberta March 6, 2018

 

 

TransAlta Corporation 2018 Management Proxy Circular  |   5

 

 

Important Notice regarding Proxy Materials and Notice and Access Procedures

 

The Company has elected to use the notice-and-access provisions under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 Continuous Disclosure Requirements (“ Notice-and-Access ”) for distribution of the Meeting materials to registered Shareholders. Notice-and-Access allows the Company to post electronic versions of its proxy-related materials on the System for Electronic Document Analysis and Retrieval (“ SEDAR ”) and on its website, rather than mailing paper copies to registered Shareholders. Registered Shareholders will still receive this Notice of Meeting and a form of proxy (or voting instruction form if applicable) and may choose to receive a paper copy of the Meeting materials in accordance with the instructions set forth below.

 

The Meeting materials will be available at www.meetingdocuments.com/ASTca/ta as of March 21, 2018. The Meeting materials will also be available under the Company’s website and on its SEDAR profile at www.sedar.com as of March 21, 2018.  The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and it will also reduce the Company’s printing and mailing costs. Shareholders are reminded to review the meeting materials prior to voting.  If you would prefer to receive a paper copy of our documents, free of charge, or if you have any questions regarding Notice-and-Access, you can contact our transfer agent, AST Trust Company (Canada), toll-free at 1-888-433-6443.

 

The Company has also elected to use procedures known as ‘stratification’ in relation to its use of the Notice-and-Access provisions.  Stratification occurs when a reporting issuer using the Notice-and-Access provisions, provides a paper copy of an information circular to some shareholders together with a notice of a meeting.  In relation to the Meeting, beneficial Shareholders will receive a paper copy of each of a Notice of Meeting, the Information Circular and a Voting Instruction Form.  However, registered Shareholders will receive the Notice-and-Access notification and a form of proxy unless they have previously requested full meeting materials.  For your information, a paper copy of the financial statements and related management’s discussion and analysis in respect of the most recent financial year of the Corporation has been mailed to registered Shareholders as well as to those beneficial Shareholders who had previously requested to receive them.

 

Requests for paper copies should be made as soon as possible, but must be received no later than April 6, 2018, in order to allow sufficient time for Shareholders to receive and review the Meeting materials and return the proxy form or voting instruction form prior to the proxy deadline.

 

Shareholders who are unable to attend the Meeting in person are requested to complete, date and sign the enclosed form of proxy (or voting instruction form, as applicable) and return it, in the envelope provided, to AST Trust Company (Canada), Proxy Department, P.O. Box 721, Agincourt, Ontario, M1S 0A1, or to your intermediary, so that it is received no later than 10:00 a.m. (Calgary time) on April 18, 2018.

 

 

6   |  TransAlta Corporation 2018 Management Proxy Circular

 

 

GENERAL INFORMATION

 

This Management Proxy Circular (“ Proxy Circular ”) is dated March 6, 2018, and is furnished to holders of our common shares (“ Shareholders ”) in connection with the solicitation of proxies by and on behalf of the management of TransAlta Corporation (“ TransAlta ”, “ Company ”, “ we ” and “ our ”) and the Board of Directors (the “ Board ”) for use at the Annual and Special Meeting of Shareholders of the Company (the “ Meeting ”), or any adjournment or postponement thereof.

 

This Proxy Circular was provided to you because at the close of business on March 6, 2018, the record date set for the Meeting, you owned TransAlta common shares.  As a Shareholder, you have the right to attend the Meeting and vote your TransAlta common shares in person or by proxy.  If you are unable to attend the Meeting, you can listen to the webcast on our website at www.transalta.com/investors/events-and-presentations .

 

To encourage your vote, you may be contacted by TransAlta directors, officers or employees by telephone, email, facsimile or in person, or by our strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors (“ Kingsdale ”). In connection with proxy solicitation services, Kingsdale is expected to receive an estimated fee of approximately $30,000 for services provided, plus the aggregate amount of the per call fees payable in connection with calls with retail holders of common shares.

 

If you have any questions or require more information about voting your TransAlta common shares, please contact Kingsdale at 1-877-659-1820 (toll-free within North America) or 416-867-2272 (outside North America) or by e-mail at contactus@kingsdaleadvisors.com .

 

Unless stated otherwise, the information in this Proxy Circular is as of March 6, 2018, and all dollar amounts are expressed in Canadian dollars.

 

 

TransAlta Corporation 2018 Management Proxy Circular  |   7

 

 

ABOUT OUR SHAREHOLDER MEETING

 

Who can Vote at the Meeting	To transact business at the Meeting, we must have at least two persons holding or representing by proxy not less than 25% of the outstanding shares entitled to be voted at the Meeting.
If you held common shares at the close of business on March 6, 2018 (the “ Record Date ”), you are entitled to attend the Meeting or any adjournment or postponement thereof, and vote your common shares. Each TransAlta common share represents one vote.
At the close of business on March 6, 2018, there were 287,903,467 common shares outstanding.  Our common shares trade under the symbol “ TA ” on the Toronto Stock Exchange (“ TSX ”) and under the symbol “ TAC ” on the New York Stock Exchange (“ NYSE ”).

 

As of the close of business on March 6, 2018, we also had 10,175,380 Series A preferred shares, 1,824,620 Series B preferred shares, 11,000,000 Series C preferred shares, 9,000,000 Series E preferred shares and 6,600,000 Series G preferred shares issued and outstanding. Our preferred shares trade under the symbols TA.PR.D, TA.PR.E, TA.PR.F, TA.PR.H, and TA.PR.J respectively, on the TSX. The holders of our preferred shares do not have voting rights at this Meeting.

 

Principal Shareholders

 

To the knowledge of our directors and officers, the following sets out the only persons, firms or corporations, owning of record or beneficially, controlling or directing, directly or indirectly, 10% or more of the issued and outstanding common shares:

 

Name of Holder		Type of Ownership		Number of Voting Securities Owned		Percentage of Outstanding Voting Securities Owned
RBC Global Asset Management Inc.		Direct / Indirect		31,829,959 Common Shares (1)		11.06%

 

(1)                         Information as at December 31, 2017, based on Schedule 13G/A filed by RBC Global Asset Management Inc. on February 13, 2018.

 

Notice and Access

 

TransAlta is using the “notice and access” system (“ Notice-and-Access ”) adopted by the Canadian Securities Administrators (“ CSA ”) for the delivery of the Proxy Circular and the Company’s annual report in respect of the 2017 fiscal year, which includes the Company’s audited consolidated financial statements and the related management’s discussion and analysis for the fiscal year ended December 31, 2017 (collectively, the “ Meeting Materials ”).

 

Under the Notice-and-Access system, the notice of Meeting and form of proxy (or voting instruction form, as applicable) will be mailed on or before March 21, 2018 to all registered Shareholders as of the Record Date. The notice of meeting provides instructions regarding the website availability of the Meeting Materials. Shareholders have the ability to immediately access the Meeting Materials at www.meetingdocuments.com/ASTca/ta and such Meeting Materials will also be available on the Company’s website and under the Company’s profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov . Instructions on how to request a paper copy can be found in the Notice. The principal benefit of the Notice-and-Access system is that it reduces the environmental impact of producing and distributing paper copies of documents in large quantities. TransAlta has obtained an exemption order from Corporations Canada allowing us to use Notice-and-Access rather than mailing the Proxy Circular to Shareholders.

 

You will find additional information regarding our business in our annual information form as well as our audited consolidated financial statements and accompanying management’s discussion and analysis for the year ended December 31, 2017. Copies of these documents along with our other public documents are available on our website at www.transalta.com , on SEDAR at www.sedar.com and on EDGAR at www.sec.gov .

 

 

8   |  TransAlta Corporation 2018 Management Proxy Circular

 

 

If you prefer to receive a paper copy of our documents, free of charge, you may request them from:

 

AST Trust Company (Canada)
Phone: 1-888-433-6443

 

Email: fulfilment@astfinancial.com

 

Communicating with the Board

 

Our Board values open dialogue and welcomes advice from our Shareholders.  In 2017, our Board approved a Shareholder Engagement Policy intended to encourage and facilitate Shareholders expressing their views on governance and other matters directly to the Board.  Our Board also encourages Shareholder participation at our annual shareholder meetings. At the Meeting, the Chair of the Board as well as our CEO will be available to respond to Shareholder questions. In between shareholder meetings, the Company supports an open and transparent process for Shareholders to contact the Board, including the chairs of the Board committees, through the office of the Corporate Secretary or at the email listed below. A copy of the Shareholder Engagement Policy can be found at our website.

 

Shareholders may communicate directly with the Board or any Board member(s) by directing their correspondence to the following address, noting that it is to be directed to the Board:

 

Chief Legal and Compliance Officer and Corporate Secretary
TransAlta Corporation
110 – 12th Avenue SW
Box 1900, Station “M”
Calgary, Alberta  T2P 2M1

 

Or:

 

corporate_secretary@transalta.com

 

Reporting Concerns

 

The Board, through the oversight of the Audit and Risk Committee (“ ARC ”), has established several options for employees, contractors, Shareholders, and other stakeholders to report any accounting irregularities, ethical violations or any other matters they wish to bring to the attention of the Board. The ARC may be contacted by:

 

·                   Webpage (internet portal) at http://transalta.ethicspoint.com ; or

 

·                   A confidential, anonymous voice mail on TransAlta Ethics Help-Line at 1-855-374-3801 (U.S./Canada) and 1-800-339276 (Australia); or

 

·                   Mail addressed to:

 

Internal Audit TransAlta Corporation 110 – 12th Avenue SW Box 1900, Station “M” Calgary, Alberta T2P 2M1

or

Chair of the ARC Subject Matter “003” TransAlta Corporation 110 – 12th Avenue SW Box 1900, Station “M” Calgary, Alberta T2P 2M1

 

 

Shareholder Proposals

 

The final date by which the Company must receive Shareholder proposals for the annual meeting of Shareholders of TransAlta to be held in 2019 is December 9, 2018.  All proposals shall be sent by registered mail to:

 

TransAlta Corporation
Attention: Chief Legal and Compliance Officer and Corporate Secretary
110 – 12th Avenue SW
Box 1900, Station “M”
Calgary, Alberta  T2P 2M1

 

 

TransAlta Corporation 2018 Management Proxy Circular  |   9

 

 

HOW TO VOTE

 

REGISTERED SHAREHOLDER

 

You are a registered Shareholder if you hold your common shares of TransAlta in your name and you have a share certificate. As a registered Shareholder, you may:

 

Option 1. Attend the Meeting and vote in Person

 

If you wish to attend the Meeting and vote in person, do not complete or return the form of proxy (the “ Proxy ”). Upon your arrival at the Meeting, please register with our registrar and transfer agent, AST Trust Company (Canada).

 

You are welcome to attend the Meeting even if you have already submitted your voting instructions; however, you will not be able to vote again at the Meeting, unless you revoke your Proxy.  Please refer to the “Changing Your Vote” section of the Proxy Circular.

 

Option 2. Appoint a Proxyholder

 

By appointing a proxyholder, you are giving someone else the authority to attend the Meeting and vote for you.

 

Please note that you can appoint anyone to be your proxyholder.  This person does not need to be a Shareholder of TransAlta or the TransAlta representative named in the Proxy.  To appoint somebody else as your proxyholder, cross out the printed names on the Proxy and insert the name of the person you wish to act as your proxyholder in the blank space provided.  Please indicate the way you wish to vote on each item of business.   Your proxyholder must vote your shares in accordance with your instructions at the Meeting.  If your proxyholder does not attend the Meeting, your shares will not be voted.  Your proxyholder will be required to register with our registrar and transfer agent, AST Trust Company (Canada), upon arrival at the Meeting.

 

If you returned your signed Proxy and did not appoint anyone to be your proxyholder, Gordon D. Giffin, Chair of the Board, and Dawn L. Farrell, President and Chief Executive Officer of TransAlta, have agreed to act as your proxyholder to vote or withhold from voting your shares at the Meeting in accordance with your instructions.

 

If you decide to appoint Gordon D. Giffin and Dawn L. Farrell as your proxyholders, and do not indicate how you want to vote, they will vote as follows:

 

·                   FOR electing each nominated director;

·                   FOR re-appointing the auditors;

·                   FOR the special resolution approving the stated capital reduction; and

·                   FOR the non-binding advisory vote on our approach to executive compensation.

 

Option 3. Vote by Proxy

 

If you do not plan to attend the Meeting, or have your proxyholder attend, you may vote as follows:

 

By Mail		·                   complete, date and sign the Proxy in accordance with the instructions included on the Proxy; and ·                   return the completed Proxy in the envelope provided to AST Trust Company (Canada), Attention:  Proxy Department, P.O. Box 721, Agincourt, Ontario, M1S 0A1.
By Telephone		·                   call 1-888-489-7352 from a touch-tone phone and follow the voice instructions; ·                   refer to the Proxy sent to you for the 13-digit Control Number , located on the back in the lower left corner; and ·                   convey your voting instructions by use of touch-tone selections over the telephone.
By Internet		·                   access the website www.astvotemyproxy.com and follow the instructions; ·                   refer to the Proxy sent to you for the 13-digit Control Number , located on the back in the lower left corner of the Proxy; and ·                   convey your voting instructions electronically over the internet.

 

 

10   |  TransAlta Corporation 2018 Management Proxy Circular

 

 

Please note that your voting instructions must be received not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time fixed for holding the Meeting, or any adjournment or postponement of the Meeting.  The time limit for the deposit of Proxies may be waived by the Chair of the Meeting at his or her discretion without notice.

 

Changing Your Vote

 

You can change a vote you made by Proxy provided such change is received before 10:00 a.m. (Calgary time) on April 18, 2018 or, in the case of any adjournment or postponement of the Meeting, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the adjourned or postponed Meeting by either:

 

·                   submitting a new Proxy that is dated later than the Proxy previously submitted and mailing it to AST Trust Company (Canada), Attention:  Proxy Department, P.O. Box 721, Agincourt, Ontario, M1S 0A1; or

 

·                   voting again by telephone or internet.

 

You can revoke a vote you made by Proxy by voting in person at the Meeting, provided you:

 

·                   submit by mail a notice of revocation executed by you or by your attorney, or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized, to AST Trust Company (Canada), Attention:  Proxy Department , P.O. Box 721, Agincourt, Ontario, M1S 0A1.  Your notice of revocation must be received before the close of business (Calgary time) on April 18, 2018, or in the case of any adjournment or postponement, on the business day immediately preceding the day of the adjourned or postponed Meeting; or

 

·                   give a written notice of revocation executed by you or by your attorney to the Chair of the Meeting prior to the start of the Meeting, or any adjournment or postponement thereof.

 

 

BENEFICIAL SHAREHOLDER

 

You are a beneficial Shareholder if your shares are registered in the name of an intermediary and your certificate is held with a bank, trust company, securities broker, trustee or other institution (each, an “ Intermediary ”).  As the beneficial Shareholder, you may:

 

Option 1. Vote through your Intermediary

 

If you wish to vote through your Intermediary, follow the instructions on the P roxy (or voting instruction form) provided by your Intermediary.

 

Option 2. Vote in person

 

If you wish to vote in person at the Meeting, appoint yourself as your proxyholder by writing your own name in the space provided on the Proxy (or voting instruction form).  Do not complete the voting section on the Proxy (or voting instruction form) as your vote will be taken at the Meeting and return the Proxy (or voting instruction form) to your Intermediary in the envelope provided.

 

Please note that if you are a U.S. beneficial Shareholder and you wish to attend the Meeting and vote your shares in person, you must follow the instructions on the back of your P roxy (or voting instruction form) to obtain a legal proxy.  Once you have received your legal proxy, you will need to submit and deliver it to the Company or its registrar and transfer agent, AST Trust Company (Canada), prior to the proxy deposit date in order to vote your shares in person.

 

Option 3. Vote by telephone or the internet

 

If you wish to vote by telephone or the internet, follow the instructions for telephone and internet voting on the request for voting instructions form . TransAlta may utilize the Broadridge QuickVote™ service to assist beneficial Shareholders with voting their shares over the telephone. Alternatively, Kingsdale may contact such beneficial Shareholders to assist them with conveniently voting their shares directly over the phone.

Changing Your Vote   If you have voted through your Intermediary and would like to change or revoke your vote, contact your Intermediary to discuss whether this is possible and what procedures you need to follow.

Questions? Contact our registrar and transfer agent AST Trust Company (Canada) 1-800-387-0825 www.astfinancial.com/ca-en

 

 

TransAlta Corporation 2018 Management Proxy Circular  |   11

 

 

BUSINESS OF THE MEETING

 

There are five items of business:

 

1.              ELECTION OF DIRECTORS

 

TransAlta’s Articles of Amalgamation allow the Company to have not less than three and not more than 19 directors.  Our Board considers annually the number of directors required in order to provide for effective decision making, staffing of Board committees and to address succession planning requirements.

 

Ten directors have been nominated and are standing for election to the Board. All nominees are currently directors of the Company and each nominee has indicated his or her willingness to serve as a director.  Each director elected will serve until the next annual meeting of Shareholders or until his or her successor is elected or appointed.  A skills and expertise matrix outlining the combined skills and experience of our director nominees is included on page 26 of this Proxy Circular.

 

Our Policy on Majority Voting

 

The Company’s majority voting policy provides that, in an uncontested election of directors at an annual meeting of Shareholders, the votes cast in favour of the election of a director nominee must represent a majority of the total votes cast at the Meeting.  If that is not the case, that director must tender his or her resignation for consideration by the balance of the Board.  If for any reason the Board does not accept the resignation, it will promptly disclose its decision, including the reason for not accepting the resignation, in a press release and will also inform the TSX.  See Appendix “B” to this Proxy Circular for further details regarding our policy on majority voting.

 

Nominees

 

By resolution of the Board, the number of directors to be elected at the Meeting has been fixed at ten. The ten directors being nominated for election in 2018 are listed below. We would like to acknowledge the contribution and service to the Company and to the Board of Mr. Tom Jenkins, who has decided not to stand for re-election at the Meeting. Mr. Jenkins has served as a director since 2014 and served as the Chair of the Governance, Safety and Sustainability Committee (“ GSSC ”).  The Honourable Rona H. Ambrose was appointed by the Board effective July 13, 2017 and Mr. Bryan D. Pinney is a new director nominee for 2018.

 

	(i)                            Rona H. Ambrose		(vi)                     Gordon D. Giffin
	(ii)                         John P. Dielwart		(vii)                  Yakout Mansour
	(iii)                      Timothy W. Faithfull		(viii)               Georgia R. Nelson
	(iv)                     Dawn L. Farrell		(ix)                     Beverlee F. Park
	(v)                        Alan J. Fohrer		(x)                        Bryan D. Pinney

 

 

The biographies of our ten nominees for election to the Board are listed in the following section. Each director has agreed to serve as a director if elected.

 

 

12   |  TransAlta Corporation 2018 Management Proxy Circular

 

 

RONA H. AMBROSE (1)
Age: 48 Alberta, Canada Director Since: 2017   Independent   Areas of Expertise -      Communications -      Environment / Climate Change -      Government / Public Administration -      Human Resources / Executive Compensation -      Regulatory & Compliance -      Strategy and Development		Corporate Director.   The Honourable Rona Ambrose is a national leader, former Leader of Canada’s Official Opposition in the House of Commons and former leader of the Conservative Party of Canada.  As a key member of the federal cabinet for a decade, Ms. Ambrose solved problems as a minister of the Crown across nine government departments, including serving as Vice Chair of the Treasury Board for several years and Chair of the cabinet committee for public safety, justice and aboriginal issues. As the former environment minister responsible for the greenhouse gas regulatory regime in place across several industrial sectors, she understands the challenges facing the fossil fuel industry.   Ms. Ambrose was personally responsible for the development of several federal policies, ranging from industrial strategies in military procurement to health innovation to improvements to sexual assault laws.   Ms. Ambrose is a passionate advocate for women in Canada and around the world and led the global movement to create the “International Day of the Girl” at the United Nations. She was also responsible for ensuring that aboriginal women in Canada were finally granted equal matrimonial rights. She successfully fought for the creation of a Canadian refugee program to bring Yazidi women and girls who have been sexually enslaved by ISIS to safety in Canada.   Ms. Ambrose also serves on the advisory board of the Canadian Global Affairs Institute. Ms. Ambrose is also a director of Manulife Financial Corporation.  Rona has a BA from the University of Victoria and a MA from the University of Alberta. She is also a graduate of the Harvard Kennedy School of Government Senior Leaders Program.   Ms. Ambrose has an extensive track record of strong leadership acquired through a wide range of experience at the most senior levels of the Canadian government.  Ms. Ambrose’s extensive public policy experience and demonstrated ability to bring people of divergent views together for a common purpose will strengthen our Board and the Company.  Accordingly, the Board is recommending that shareholders vote FOR Ms. Ambrose’s election to the Board.

 

 

Board/Committee Membership (2)	Attendance	Percentage	Attendance Total	Value of Compensation Received in 2017
Board of Directors	5 of 5	100%
Audit & Risk Committee	2 of 2	100%	100%	$74,783
Human Resources Committee	2 of 2	100%

 

Securities Held as at December 31 of respective year
Year	Common Shares	Deferred Share Units	Total	Market Value (3)	Share Ownership Requirement (4)
2017	1,844	2,706	4,550	$34,443	On track

 

Other Public Board Directorships and Committee Memberships
Company	Committee
Manulife Financial Corporation	Management Resources, Compensation and Risk

 

 

Prior Year’s Voting Results: Voting Results of 2017 Annual General Meeting
Votes For		Percentage		Votes Withheld		Percentage
N/A		N/A		N/A		N/A

 

 

TransAlta Corporation 2018 Management Proxy Circular  |   13

 

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JOHN P. DIELWART (1)
Age: 65 Alberta, Canada Director Since: 2014   Independent   Areas of Expertise -      Communications -      Engineering and Technical -      Financial Services / Investment Banking -      Environment / Climate Change -      Oil and Gas -      Regulatory / Compliance -      Strategy and Development -      Mergers and Acquisitions		Corporate Director.   Mr. Dielwart was formerly Chief Executive Officer of ARC Resources Ltd., which owns and operates oil and gas properties in Western Canada.  He oversaw the growth of ARC Resources Ltd. from start-up in 1996 to a company with a market capitalization of approximately $10 billion.   After his retirement from ARC Resources Ltd. on January 1, 2013, Mr. Dielwart re-joined ARC Financial Corp. (“ ARC Financial ”) as Vice-Chairman.  ARC Financial is Canada’s leading energy-focused private equity manager. Mr. Dielwart provides leadership support for the executive team in the areas of internal governance and investment decision-making. With his extensive background in creating, building and leading one of Canada’s most successful oil and gas companies, mentorship of ARC Financial employees as well as management of ARC Financial’s investee companies is a primary responsibility. He is a member of ARC Financial’s Investment and Strategy committees, and currently represents ARC Financial on the board of Modern Resources Ltd. and Aspenleaf Energy Limited.   Prior to joining ARC Financial in 1994, Mr. Dielwart spent 12 years with a major Calgary-based oil and natural gas engineering consulting firm, as senior vice-president and a director, where he gained extensive technical knowledge of oil and natural gas properties in Western Canada.   Mr. Dielwart has a Bachelor of Science with distinction (civil engineering) degree from the University of Calgary. He is a member of the Association of Professional Engineers and Geoscientists of Alberta (APEGA) and is a Past-Chairman of the Board of Governors of the Canadian Association of Petroleum Producers (CAPP).  In 2015, Mr. Dielwart was inducted into the Calgary Business Hall of Fame.  Mr. Dielwart is also the Co-Chair of the Sheldon Kennedy Child Advocacy Centre.   The Board believes that Mr. Dielwart is a diligent, independent director who provides the Company with a wealth of experience in leadership and entrepreneurship along with a strong understanding of the commodity markets in which we operate, specifically the oil and gas markets.  Accordingly, the Board is recommending that Shareholders vote FOR Mr. Dielwart’s re-election to the Board.

 

Board/Committee Membership	Attendance	Percentage	Attendance Total	Value of Compensation Received in 2017
Board of Directors	10 of 11	91%
Audit & Risk Committee	5 of 5	100%	100%	$160,000
Governance, Safety and Sustainability Committee	4 of 4	100%

 

Securities Held as at December 31 of respective year
Year	Common Shares	Deferred Share Units	Total	Market Value (3)	Share Ownership Requirement (4)
2017	0	75,001	75,001	$567,758
2016	0	52,136	52,136	$383,200	Meets
2015	0	26,098	26,098	$121,356

 

Other Public Board Directorships and Committee Memberships
Company	Committee
ARC Resources Ltd.	Health, Safety and Environment (Chair); Reserves
Denbury Resources Inc.	Chair of the Board; Reserves & Health, Safety and Environmental

 

 

Prior Year’s Voting Results: Voting Results of 2017 Annual General Meeting
Votes For		Percentage		Votes Withheld		Percentage
118,657,429		97.71%		2,779,026		2.29%

 

 

14   |   TransAlta Corporation 2018 Management Proxy Circular

 

 

TIMOTHY W. FAITHFULL
Age: 73 London, UK Director Since: 2003   Independent   Areas of Expertise -      Electric Energy / Utility -      Economics & Business -      Environment / Climate Change -      Human Resources -      International Operations -      Mining -      Oil and Gas -      Risk Management / Insurance -      Strategy and Development -      Trading/Marketing		Corporate Director .  Mr. Faithfull is a 36 year veteran of Royal Dutch/Shell plc (energy), where he held diverse international roles principally in oil products and LNG project development.  As President and Chief Executive Officer of Shell Canada Limited, he was responsible for bringing the $6 billion Athabasca Oil Sands Project on line in 2003, which at the time was the first fully integrated oil sands mining and upgrading venture in 25 years.  Mr. Faithfull has extensive experience with commodity exposure and risk management, the result of his time directing the global crude oil trading operations of Shell International Trading and Shipping Company from 1993 to 1996.  He was Chairman and Chief Executive Officer of Shell Eastern Petroleum in Singapore from 1996 to 1999, including Shell’s largest refinery, and its oil products trading business in Asia Pacific.   In the United Kingdom, he is a senior independent director and member of the Risk and Audit Committee of ICE Futures Europe (“ IFEU ”), a leading global electronic exchange for energy, commodities, and financial futures.  He is a member of the Oversight Committee of the ICE Brent Index, used in settlement of Brent Crude oil futures contracts, for which IFEU is the regulated benchmark administrator.  He is a past director of Enerflex Systems Income Fund, Canadian Pacific Railway, AMEC plc, and Shell Pension Trust Limited.   In Calgary, he served on the board of the Calgary Health Trust and the Epcor Arts Centre. In the United Kingdom, he is Chairman of the trustees of Starehe UK, which supports schools for disadvantaged children in Nairobi, Kenya, and a trustee of Canada UK Colloquium, all non-public entities.  He serves on the Committee to Review Donations to the University of Oxford.   Mr. Faithfull holds a Master of Arts (Philosophy, Politics and Economics) from the University of Oxford, U.K.  He is a Distinguished Friend of the University of Oxford and of the London Business School.   Mr. Faithfull brings to the Company and the Board many years of experience in leadership and, in particular, knowledge of large project development and commodity risk management.   He has established himself as a diligent and responsible steward for the Company and, accordingly, the Board recommends that Shareholders vote FOR Mr. Faithfull’s re-election to the Board.
Board/Committee Membership			Attendance	Percentage	Attendance Total	Value of Compensation Received in 2017
Board of Directors			11 of 11	100%
Audit & Risk Committee			5 of 5	100%	100%	$224,198 (5)
Governance, Safety and Sustainability Committee			4 of 4	100%

 

Securities Held as at December 31 of respective year
Year	Common Shares	Deferred Share Units	Total	Market Value (3)	Share Ownership Requirement (4)
2017	64,119	74,289	138,408	$1,047,749
2016	50,194	72,758	122,952	$903,697	Meets
2015	21,643	68,821	90,464	$420,658

 

Other Public Board Directorships and Committee Memberships
Company	Committee
Canadian Natural Resources Limited	Audit; Health, Safety, Asset Integrity and Environment

 

 

Prior Year’s Voting Results: Voting Results of 2017 Annual General Meeting
Votes For		Percentage		Votes Withheld		Percentage
118,789,723		97.82%		2,646,732		2.18%

 

 

TransAlta Corporation 2018 Management Proxy Circular  |   15

 

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DAWN L. FARRELL (1)
Age: 58 Alberta, Canada Director Since: 2012     Non-Independent   Areas of Expertise -      Communications -      Construction -      Economics & Business -      Electric Energy / Utility -      Environment / Climate Change -      International Operations -      Mergers & Acquisitions -      Mining / Forestry -      Strategy and Development -      Trading / Marketing		President and Chief Executive Officer of TransAlta Corporation.  Mrs. Farrell became President and Chief Executive Officer of TransAlta Corporation on January 2, 2012.  Prior to her appointment, she served as Chief Operating Officer from 2009 to 2011 and as Executive Vice-President, Commercial Operations and Development from 2008 to 2009.   Mrs. Farrell has over 30 years of experience in the electric energy industry, holding roles at TransAlta and BC Hydro. She has served as Executive Vice-President, Commercial Operations and Development; Executive Vice-President, Corporate Development; Executive Vice-President, Independent Power Projects; and Vice-President, Energy Marketing and IPP Development at TransAlta Corporation.   From 2003 to 2006, Mrs. Farrell served as Executive Vice-President, Generation at BC Hydro. In 2006, she was appointed Executive Vice-President Engineering, Aboriginal Relations and Generation.   Mrs. Farrell sits on the board of directors of The Chemours Company, a NYSE-listed chemical company, The Conference Board of Canada and the Business Council of Canada. She is a member of the Trilateral Commission and The Canada-U.S. Council for Advancement of Women Entrepreneurs and Business Leaders.   Her past boards include the Calgary Stampede, the Mount Royal College Board of Governors, Fording Coal Income Fund, New Relationship Trust Fund, Mount Royal College Foundation and Vision Quest Windelectric.   Mrs. Farrell holds a Bachelor of Commerce with a major in Finance and a Master’s degree in Economics from the University of Calgary.  She has also attended the Advanced Management Program at Harvard University.   As the President and Chief Executive Officer of the Company, Mrs. Farrell has responsibility for the overall stewardship of TransAlta, including providing strategic leadership to the Company. She has proven herself to be a strong leader that is capable of transforming TransAlta into Canada’s leading clean energy company.  Accordingly, the Board recommends that Shareholders vote FOR Mrs. Farrell’s re-election to the Board.

 

 

Board/Committee Membership	Attendance	Percentage	Attendance Total	Value of Compensation Received in 2017
Board of Directors	11 of 11	100%	100%	N/A

 

Securities Held as at December 31 of respective year
Year	Common Shares (6)	Share Units (7)	Total	Market Value (3)	Share Ownership Requirement (8)
2017	135,264	647,739	783,003	$5,927,335
2016	135,262	505,764	641,026	$4,711,535	Meets
2015	134,100	321,044	455,144	$2,116,420

 

Other Public Board Directorships and Committee Memberships
Company	Committee
The Chemours Company	Compensation; Nominating & Governance

 

 

Prior Year’s Voting Results: Voting Results of 2017 Annual General Meeting
Votes For		Percentage		Votes Withheld		Percentage
118,761,470		97.80%		2,674,985		2.20%

 

 

16   |  TransAlta Corporation 2018 Management Proxy Circular

 

 

ALAN J. FOHRER
Age: 67 California, U.S.A. Director Since: 2013     Independent   Areas of Expertise -      Accounting, Finance & Tax -      Economics / Business -      Electric Energy / Utility -      Engineering & Technical -      Environment / Climate Change -      International Operations -      Regulatory & Compliance -      Strategy and Development		Corporate Director . Mr. Fohrer was Chairman and Chief Executive Officer of Southern California Edison Company (“ SCE ”), a subsidiary of Edison International (“ Edison ”) and one of the largest electric utilities in the United States. He was elected Chief Executive Officer in 2002 and Chairman in 2007.  In 2000, Mr. Fohrer was elected as President and Chief Executive Officer of Edison Mission Energy (“ EME ”), a subsidiary of Edison that owns and operates independent power facilities.  During his tenure at EME, Mr. Fohrer restructured a number of the international projects, which enhanced the value of the assets sold in subsequent years. Mr. Fohrer also served as Executive Vice-President, Treasurer and Chief Financial Officer of both Edison and SCE from 1995 to 1999.  After 37 years with Edison, Mr. Fohrer retired in December 2010.   Mr. Fohrer currently sits on the boards of PNM Resources, Inc., a publicly held energy holding company, Blue Shield of California, a non-profit health insurance provider, and Synagro, a private waste management company   Mr. Fohrer has served on boards of directors of the Institute of Nuclear Power Operations, the California Chamber of Commerce, Duratek, Inc., Osmose Utilities Services, Inc. and MWH, Inc.  He is also a member of the Viterbi School of Engineering Board of Councilors for the University of Southern California and Chair of the California Science Centre Foundation.   Mr. Fohrer holds a Master of Science in civil engineering from the University of Southern California, Los Angeles, as well as a Master of Business Administration from California State University in Los Angeles.   Mr. Fohrer brings to the Company and the Board experience in accounting, finance and the power industry from both a regulated and deregulated market perspective.  He has also provided effective leadership in his role as the Chair of the Audit and Risk Committee.  Accordingly, the Board recommends that Shareholders vote FOR Mr. Fohrer’s re-election to the Board.

 

 

Board/Committee Membership	Attendance	Percentage	Attendance Total	Value of Compensation Received in 2017
Board of Directors	9 of 11	82%	100%	$246,829 (5)
Audit & Risk Committee	5 of 5	100%

 

Securities Held as at December 31 of respective year
Year	Common Shares	Deferred Share Units	Total	Market Value (3)	Share Ownership Requirement (4)
2017	6,398	64,625	71,023	$537,644
2016	6,398	49,512	55,910	$410,939	Meets
2015	6,398	31,722	38,120	$177,260

 

Other Public Board Directorships and Committee Memberships
Company	Committee
PNM Resources, Inc.	Audit and Ethics; Chair of Compensation and Human Resources

 

 

Prior Year’s Voting Results: Voting Results of 2017 Annual General Meeting
Votes For		Percentage		Votes Withheld		Percentage
118,877,413		97.89%		2,559,042		2.11%

 

 

TransAlta Corporation 2018 Management Proxy Circular  |   17

 

 

AMBASSADOR GORDON D. GIFFIN (9)
Age: 68 Georgia, U.S.A. Director Since: 2002 Board Chair Since: 2011   Independent   Areas of Expertise -      Electric Energy / Utility -      Environment / Climate Change -      International Operations -      Government / Public Administration -      Legal -      Regulatory & Compliance -      Oil & Gas -      Strategy and Development		Lawyer and Senior Partner, Dentons (law firm) .  Ambassador Giffin is Senior Partner of the law firm of Dentons (formerly McKenna Long & Aldridge LLP), where he maintains offices in Washington, D.C. and Atlanta.  His practice focuses on international transactions related to trade, energy and public policy.  He has been engaged in the practice of law or government service for more than 40 years.  He served as the United States Ambassador to Canada with responsibility for managing Canada/U.S. bilateral relations, including energy and environmental policy from August 1997 to April 2001.  Prior to that, he served as Chief Counsel and Legislative Director to United States Senator Sam Nunn, with responsibility for the legal and legislative operations of the office.   Ambassador Giffin has spent three decades as an attorney in the energy industry as an advisor, trying multiple energy regulatory cases before state and federal tribunals and courts, and handling transactions including mergers and acquisitions.  During a decade in public service, he was a senior attorney and advisor in the United States Senate where, among other matters, he worked on major energy public policy initiatives.  During his four years as United States Ambassador to Canada, his responsibilities included the entire array of policy matters in the Canada-U.S. context including energy policy.  He has substantial experience in dealing with issues at the intersection of industry and public policy.   Since leaving public office, he resumed his continental law practice and remains actively engaged in public policy initiatives and international affairs through membership in the Council on Foreign Relations and the Trilateral Commission.   Ambassador Giffin holds a Bachelor of Arts from Duke University (Durham, NC) and a Juris Doctorate from Emory University School of Law (Atlanta, GA).   Ambassador Giffin brings to the Company and the Board experience in law, regulatory and governmental affairs. As Chair of the Board, Ambassador Giffin has led the Board and the Company through challenging regulatory environments and, in doing so, has demonstrated a tireless commitment and steadfast loyalty to the Company and its stakeholders.  Accordingly, the Board recommends that Shareholders vote FOR Ambassador Giffin’s re-election to the Board.

 

 

Board/Committee Membership	Attendance	Percentage	Attendance Total	Value of Compensation Received in 2017
Board of Directors	11 of 11	100%	100%	$436,134 (5)

 

Securities Held as at December 31 of respective year
Year	Common Shares (10)	Deferred Share Units	Total	Market Value (3)	Share Ownership Requirement (4)
2017	119,917	23,311	143,228	$1,084,236
2016	87,141	22,830	109,971	$808,287	Meets
2015	53,753	21,594	75,347	$350,364

 

Other Public Board Directorships and Committee Memberships
Company	Committee
Canadian National Railway Company	Donations and Sponsorship; Human Resources and Compensation (Chair); Investment Committee of CN’s Pension Trust Funds; Strategic Planning
Canadian Natural Resources Limited	Lead Director; Audit; Nominating and Corporate Governance (Chair)

 

Public Board Interlocks
Company		Director		Interlocking Committee
Canadian Natural Resources Limited		Timothy Faithfull		Audit

 

Prior Year’s Voting Results: Voting Results of 2017 Annual General Meeting
Votes For		Percentage		Votes Withheld		Percentage
117,995,546		97.17%		3,440,909		2.83%

 

 

18   |  TransAlta Corporation 2018 Management Proxy Circular

 

 

YAKOUT MANSOUR
Age: 70 California, U.S.A. Director Since: 2011   Independent   Areas of Expertise -      Electric Energy / Utility -      Engineering & Technical -      Environment / Climate Change -      Risk Management / Insurance -      Regulatory and Compliance -      Strategy and Development -      Technology / Research / Telecommunications -      Trading		Corporate Director.   Mr. Mansour has over 40 years of experience as both a professional engineer and executive in the electric utility business in Canada, the United States, and abroad. He retired as President and Chief Executive Officer of the California Independent System Operator Corporation (“ CAISO ”) in 2011, a position he had held since 2005.  CAISO is responsible for operating and controlling 80% of the California electric grid, designing and operating the California electricity market, and for settlements of over $8 billion annually. Under Mr. Mansour’s leadership, the California market structure was completely redesigned, and CAISO established the market and technical foundation to accommodate one of the most aggressive renewable portfolio standards in the world. Prior to that, Mr. Mansour served in senior executive roles at BC Hydro and British Columbia Transmission Corporation where he was responsible for Operation, Asset Management, and Inter-Utility Affairs of the electric grid.   A Professional Engineer and a Fellow of the Institute of Electrical and Electronics Engineers, Mr. Mansour has authored and co-authored numerous publications.  He is recognized internationally in the field of Power Engineering and received several distinguished awards for his contributions to the industry.   In 2009, Mr. Mansour was named to the U.S. Department of Energy Electricity Advisory Committee as a vice chair.  He also served on the various committees of the North American Electric Reliability Corporation and its predecessor organization, CEGRE, the Transmission Council of the Canadian Electric Association, and the Board of Directors of the Electric Power Research Institute.   Mr. Mansour holds a Bachelor of Science in electrical engineering from the University of Alexandria (Alexandria, Egypt) and a Master of Science from the University of Calgary (Calgary, AB).   Mr. Mansour brings to the Company and the Board decades of experience in generation, transmission and energy competitive markets in both a regulated and deregulated market environment. His technical and operational expertise provides an important diversity of thought and perspective to the Board. Accordingly, the Board recommends that Shareholders vote FOR Mr. Mansour’s re-election to the Board.

 

 

Board/Committee Membership	Attendance	Percentage	Attendance Total	Value of Compensation Received in 2017
Board of Directors	11 of 11	100%	100%	$216,444 (5)
Audit and Risk Committee	5 of 5	100%
Governance, Safety and Sustainability Committee	4 of 4	100%

 

Securities Held as at December 31 of respective year
Year	Common Shares	Deferred Share Units	Total	Market Value (3)	Share Ownership Requirement (4)
2017	5,231	69,953	75,184	$569,143
2016	5,231	54,730	59,961	$440,713	Meets
2015	5,231	36,494	41,725	$194,022

 

Other Public Board Directorships and Committee Memberships
None

 

 

Prior Year’s Voting Results: Voting Results of 2017 Annual General Meeting
Votes For		Percentage		Votes Withheld		Percentage
118,794,450		97.82%		2,642,005		2.18%

 

 

TransAlta Corporation 2018 Management Proxy Circular  |   19

 

 

GEORGIA R. NELSON
Age: 68 Illinois, U.S.A. Director Since: 2014   Independent   Areas of Expertise -       Construction -       Electric Energy/Utility -       Engineering & Technical -       Environment / Climate Change -       Human Resources -       International Operations -       Mergers and Acquisitions -       Regulatory and Compliance -       Strategy and Development -      Trading/Marketing		President and Chief Executive Officer of PTI Resources, LLC.  Mrs. Nelson is President and Chief Executive Officer of PTI Resources, LLC, an independent consulting firm established in 2005.  Mrs. Nelson has had a 35-year career in the power generation industry, serving in various senior executive capacities for Edison International and its subsidiaries between 1971 and 2005. She was President of Midwest Generation Edison Mission Energy (EME), from 1999 to her retirement in 2005 and General Manager of EME Americas from 2002 to 2005. Her business responsibilities included management of regulated and unregulated power operations and a large energy trading subsidiary as well as the construction and operation of power generation projects in the United States, Puerto Rico, the United Kingdom, Turkey, Thailand, Indonesia, Australia and Italy. Mrs. Nelson has extensive experience in international business negotiations, environmental policy matters and human resources.   Mrs. Nelson is currently a director of Cummins Inc., Ball Corporation, and Sims Metal Management Ltd.  She is also a director of CH2MHILL Corporation, a privately held company.  Mrs. Nelson is a past director of Nicor, Inc.   Mrs. Nelson was a member of the Executive Committee of the National Coal Council from 2000-2015 and served as Chair from 2006-2008. She serves on the advisory committee of the Center for Executive Women at Northwestern University. Mrs. Nelson was named to the 2012 National Association of Corporate Directors (“ NACO ”) Directorship 100. She is an NACO Board Fellow.   At TransAlta, Mrs. Nelson is the Chair of the Human Resources Committee of the Board.   Mrs. Nelson holds a Bachelor of Science from Pepperdine University and a Master of Business Administration from the University of Southern California.   Mrs. Nelson brings to the Company and the Board specialized knowledge in the energy and mining industries as well as human resources management.  As Chair of the Human Resources Committee of the Board, Mrs. Nelson leads the Committee in effective decision-making and a deliberate discharge of duties. Accordingly, the Board recommends that Shareholders vote FOR Mrs. Nelson’s re-election to the Board.

 

 

Board/Committee Membership	Attendance	Percentage	Attendance Total	Value of Compensation Received in 2017
Board of Directors	11 of 11	100%	100%	$246,734 (5)
Human Resources Committee	6 of 6	100%

 

Securities Held as at December 31 of respective year
Year	Common Shares	Deferred Share Units	Total	Market Value (3)	Share Ownership Requirement (4)
2017	0	61,997	61,997	$469,317
2016	0	46,938	46,938	$344,994	On track
2015	0	29,287	29,287	$136,185

 

Other Public Board Directorships and Committee Memberships
Company	Committee
Ball Corporation	Human Resources; Nominating / Corporate Governance
Cummins, Inc.	Audit; Compensation, Governance and Nominating
Sims Metal Management Ltd.	Safety, Health, Environment & Community; Remuneration

 

 

Prior Year’s Voting Results: Voting Results of 2017 Annual General Meeting
Votes For		Percentage		Votes Withheld		Percentage
106,023,523		87.31%		15,412,932		12.69%

 

 

20   |  TransAlta Corporation 2018 Management Proxy Circular

 

 

BEVERLEE F. PARK (1)
Age: 56 British Columbia, Canada Director Since: 2015   Independent   Areas of Expertise -      Accounting, Finance & Tax -      Electric Energy / Utility -      Environment / Climate Change -      Human Resources -      Mergers and Acquisitions -      Mining/Forestry -      Risk Management/ Insurance -      Regulatory and Compliance -      Strategy and Development		Corporate Director.   Ms. has executive and board experience in a range of industries, including forest products, shipping, mining, transportation, real estate, and electricity transmission.  Ms. Park spent seventeen years of her career with TimberWest Forest Corp. where she was most recently Chief Operations Officer until her retirement in 2013.  Over that time, she also held the roles of Interim Chief Executive Officer, President of the real estate division (Couverdon Real Estate) and Executive Vice President and Chief Financial Officer.   Having provided strong leadership in publicly-traded, private and Crown corporations, Ms. Park has a breadth of experience in an array of operating environments and domestic and offshore markets with specific experience leading shareholder value creation, long term strategic repositioning, operational excellence, risk management, regulatory issues, restructuring and acquisitions and divestitures.   Ms. Park is currently a director of Teekay LNG Partners, a NYSE listed public company, where she chairs the Audit Committee.  Teekay LNG Partners is one the world’s largest independent owners of LNG and LPG carriers.  She is also a director of SSR Mining Inc. (TSX/NASDAQ listed), a public mining company, focused on the operation, development, exploration and acquisition of precious metals projects in North and South America.  Ms. Park is a member of the Board of Governors at the University of British Columbia.  In addition, she is a director of InTransit BC, a privately held light rapid transit company where she chairs the Audit Committee.  Ms. Park was previously a director of the BC Transmission Corporation, where she chaired the Audit Committee.   Ms. Park holds a Bachelor of Commerce with distinction from McGill University (Montreal, QB), a Master of Business Administration from the Simon Fraser University Executive program and is also a Fellow of the Chartered Professional Accountants (FCPA) and Fellow of the Institute of Chartered Accountants (FCA) of British Columbia.   Ms. Park brings to the Company and to the Board over 30 years of experience in finance and accounting as well as senior leadership experience in organizational change. Ms. Park’s extensive experience delivering shareholder value together with her strong financial expertise has made her a valuable contributor to the Board. Accordingly, the Board recommends that Shareholders vote FOR Mrs. Park’s re-election to the Board.

 

 

Board/Committee Membership	Attendance	Percentage	Attendance Total	Value of Compensation Received in 2017
Board of Directors	11 of 11	100%	100%	$167,500
Audit & Risk Committee	5 of 5	100%
Human Resources Committee	6 of 6	100%

 

Securities Held as at December 31 of respective year
Year	Common Shares	Deferred Share Units	Total	Market Value (3)	Share Ownership Requirement (4)
2017	18,739	44,602	63,341	$479,491
2016	18,739	22,348	41,087	$301,989	On track
2015	9,293	9,530	18,823	$87,529

 

Other Public Board Directorships and Committee Memberships
Company	Committee
SSR Mining Inc.	Audit; Safety and Sustainability; Compensation
Teekay LNG Partners	Audit (Chair); Governance; Conflicts (Chair)

 

 

Prior Year’s Voting Results: Voting Results of 2017 Annual General Meeting
Votes For		Percentage		Votes Withheld		Percentage
106,378,987		87.60%		15,057,468		12.40%

 

 

TransAlta Corporation 2018 Management Proxy Circular  |   21

 

 

BRYAN D. PINNEY (1)
New Nominee to the Board Age: 65 Alberta, Canada   Independent   Areas of Expertise -      Construction -      Economics / Business -      Financial Services/Investment Banking -      Human Resources/Executive Compensation -      Mergers and Acquisitions -      Mining/Forestry -      Oil and Gas -      Strategy and Development -      Accounting, Finance and Tax -      Risk Management		Corporate Director . Bryan Pinney is the principal of Bryan D. Pinney Professional Corporation, which provides financial advisory and consulting services to a range of clients.   Mr. Pinney has over 30 years of experience serving many of Canada’s largest corporations, primarily in energy and resources and construction. Mr. Pinney was a partner with Deloitte between 2002 and 2015. Mr. Pinney served as Calgary Managing Partner from 2002 through 2007 and as National Managing Partner of Audit & Assurance from 2007 to 2011 and Vice-Chair until June 2015.   Mr. Pinney was a past member of Deloitte’s Board of Directors and chair of the Finance and Audit Committee. Prior to joining Deloitte, Mr. Pinney was a partner with Andersen LLP and served as Calgary Managing Partner from 1991 through May of 2002.   Mr. Pinney is currently the lead director for North American Energy Partners Inc.  He is also a director on a Hong Kong listed oil and gas company, Persta Resources Inc.  Mr. Pinney is also the recent (or immediate past chair) of the Board of Governors of Mount Royal University and has previously served on a number of non-profit boards. He is also a director on one private company. He is a Fellow of the Institute of Chartered Accountants, a Chartered Business Valuator and is a graduate of the Ivey Business School at the University of Western Ontario with an honours degree in Business Administration. He is also a graduate of the Canadian Institute of Corporate Directors.   Mr. Pinney’s extensive leadership accomplishments, financial expertise and broad range of experience will make Mr. Pinney an excellent addition to the Board that is expected to have a positive and lasting impact on the Company. Accordingly, the Board recommends that Shareholders vote FOR Mr. Pinney’s election to the Board.
Board/Committee Membership			Attendance	Percentage	Attendance Total	Value of Compensation Received in 2017
Mr. Pinney is a new nominee to the Board						N/A

 

Securities Held as at December 31 of respective year
Year	Common Shares	Deferred Share Units	Total	Market Value (3)	Share Ownership Requirement (4)
N/A		Mr. Pinney is a new nominee to the Board

 

Other Public Board Directorships and Committee Memberships
Company	Committee/Directorship
North American Energy Partners Inc.	Lead Director; Audit Committee (Chair); Human Resources and Compensation
Persta Resources Inc.	Audit Committee (Chair); Human Resources and Compensation

 

 

Prior Year’s Voting Results:  Voting Results of 2017 Annual General Meeting
Votes For		Percentage		Votes Withheld		Percentage
N/A		N/A		N/A		N/A

 

 

22   |   TransAlta Corporation 2018 Management Proxy Circular

 

 

Notes:

(1)           The following nominee directors are Canadian residents:  Rona Ambrose, John P. Dielwart, Dawn L. Farrell, Beverlee F. Park and Bryan D. Pinney.

(2)           Mrs. Ambrose was appointed to the Board on July 13, 2017. On October 30, 2017, she was appointed to the Audit and Risk Committee and the Human Resources Committee.

(3)           The 2015 market value is based on the weighted average closing share price of our Common Shares on the TSX for the 20 trading days prior to and including December 31, 2015 of $4.65; and the 2016 market value is based on the weighted average closing share price of our Common Shares on the TSX for the 20 trading days prior to and including December 31, 2016 of $7.35; and the 2017 market value is based on the weighted average closing share price of our Common Shares on the TSX for the 20 trading days prior to and including December 31, 2017 of $7.57.

(4)           The five-year minimum shareholding requirement for independent directors is three times the retainer for directors ($480,000) and the Chair of the Board ($990,000).  See “Compensation – Report on Director Compensation – Share Ownership Requirements of Directors” .

(5)           The compensation payable to Mr. Faithfull, Mr. Fohrer, Ambassador Giffin, Mr. Mansour and Mrs. Nelson is converted to U.S. dollars using the exchange rate on the 13 th  day of the last month of each compensation quarter.   The amounts appearing in this table are in Canadian dollars and reflect the actual amounts paid using the exchange rate on the 13 th  day of the last month of each compensation quarter.

(6)           As at December 31, 2017, Mrs. Farrell also owned 15,000 common shares of TransAlta Renewables Inc., a public subsidiary of the Company .

(7)           Mrs. Farrell’s Share Units are comprised of eligible shares for purposes of the executive share ownership policy, which consists of common shares, Restricted Share Units (“ RSU ”) and Officer Deferred Share Units (“ ODSU ”) (as described under “Compensation Discussion and Analysis – Our Variable Compensation Program” ).  As at December 31, 2017, she held 245,827 RSUs and 401,912 ODSUs.  In addition, as at December 31, 2017, Mrs. Farrell held 506,981 Performance Share Units (“ PSU” ) and 666,461 options to acquire common shares.  See “Compensation Discussion and Analysis – Shareholder Alignment – Share Ownership Requirements” .

(8)           Mrs. Farrell is subject to the requirements of the executive share ownership policy, requiring that she own and hold five times her base salary, which she has met.  See “Compensation Discussion and Analysis – Shareholder Alignment – Share Ownership Requirements” .

(9)           Ambassador Giffin was a director of AbitibiBowater Inc. (“ Abitibi ”) from October 29, 2007 until his resignation on January 22, 2009.  In April 2009, Abitibi and certain of its U.S. and Canadian subsidiaries filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware for relief under the provisions of Chapter 11 and Chapter 15 of the United States Bankruptcy Code, as amended, and sought creditor protection under the Companies’ Creditors Arrangement Act (Canada) (the “ CCAA ”) with the Superior Court of Quebec in Canada.  On September 14, 2010, Abitibi announced that it had received approval for its plan of reorganization from unsecured creditors under the CCAA in Canada.  On September 21, 2010, Abitibi announced it had received the necessary creditor approval for its plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code.  On December 9, 2010, Abitibi announced that it had successfully completed its reorganization and emerged from creditor protection under the CCAA in Canada and Chapter 11 of the U.S. Bankruptcy Code.

(10)     As at December 31, 2017, Ambassador Giffin also owned 7,500 common shares of TransAlta Renewables Inc., a public subsidiary of the Company .

 

Unless otherwise instructed, the persons designated in the Proxy intend to vote FOR the election of these nominees as directors.

 

Board Committees and Membership in 2017

 

	Committees [Number of Members]
	Audit and Risk (“ARC”) [6]	GSSC [4]	Human Resources (“HRC”) [4]
Independent Directors
Rona H. Ambrose (1)	Ö		Ö
John P. Dielwart	Ö	Ö
Timothy W. Faithfull	Ö	Ö
Alan J. Fohrer	Chair
Gordon D. Giffin (Board Chair) (2)
P. Thomas Jenkins		Chair	Ö
Yakout Mansour	Ö	Ö
Georgia R. Nelson			Chair
Beverlee F. Park                       ▓	Ö		Ö
Management Director – Not Independent
Dawn L. Farrell (3)

 

Ö - Member
▓ - Designated Audit Committee Financial Expert

 

Notes:

(1)           Ms. Ambrose was appointed to the Board on July 13, 2017.

(2)           Ambassador Giffin is the Chair of the Board and attends committee meetings, but is not a member of any committee.

(3)           Mrs. Farrell is the CEO of TransAlta and as such is not a member of any committee.

 

TransAlta Corporation 2018 Management Proxy Circular  |   23

 

 

Director Meeting Attendance in 2017

 

Directors are expected to attend all regularly scheduled meetings of the Board and its committees.  Aggregate attendance for our directors in 2017 is 98%.  The attendance on an individual director basis is set out in the following table and under each director’s personal biography in “Business of the Meeting – Election of Directors – Director Nominee Information” .

 

	Board Meetings		Committee Meetings
Name	Regular (5 Meetings)	Special (6) Meetings	ARC (5 Meetings)	GSSC (4 Meetings)	HRC (6 Meetings)	Total Attendance
Ambrose (1)	3 of 3	2 of 2	2 of 2		2 of 2	9 of 9 (100%)
Dielwart	5 of 5	5 of 6	5 of 5	4 of 4	-	19 of 20 (95%)
Faithfull	5 of 5	6 of 6	5 of 5	4 of 4	-	20 of 20 ( 100 %)
Farrell (2)	5 of 5	6 of 6	-	-	-	11 of 11 (100%)
Fohrer	5 of 5	4 of 6	5 of 5	-	-	14 of 16 (88%)
Giffin (3)	5 of 5	6 of 6	-	-	-	11 of 11 (100%)
Jenkins	5 of 5	6 of 6	-	4 of 4	5 of 6	20 of 21 (95%)
Mansour	5 of 5	6 of 6	5 of 5	4 of 4	-	20 of 20 ( 100 %)
Nelson	5 of 5	6 of 6	-	-	6 of 6	17 of 17 (100%)
Park	5 of 5	6 of 6	5 of 5	-	6 of 6	22 of 22 ( 100 %)
Total	48 of 48	53 of 56	27 of 27	16 of 16	19 of 20	163 of 167 (98%)

 

Notes:

(1)           Ms. Ambrose was appointed to the Board on July 13, 2017.  Ms. Ambrose was appointed to the ARC and HRC on October 30, 2017.

(2)           Mrs. Farrell is not a member of any standing committee of the Board; however, she attends committee meetings (excluding the in camera portion of the meeting).  As Mrs. Farrell is not a member of the committees, her attendance is not recorded.

(3)           Ambassador Giffin is not a member of any standing committee of the Board; however, as Chair of the Board, he attends committee meetings .

 

Inter-locking Directorships

 

The following table indicates which directors serve on the same boards and committees of another reporting issuer.  The Board has determined that these inter-locking directorships do not adversely impact the effectiveness of these directors on the Company’s Board.  We have no inter-locking relationships between compensation committee members and our President and Chief Executive Officer.

 

Company	Director	Committee Memberships
Canadian Natural Resources Limited	Gordon D. Giffin	Audit; Nominating, Governance and Risk (Chair)
	Timothy W. Faithfull	Audit; Health, Safety, Asset Integrity and Environment
Manulife Financial Corporation (1)	P. Thomas Jenkins	Audit; Risk
	Rona H. Ambrose	Management Resources and Compensation; Risk

 

Notes:

(1)           Mr. Jenkins will not be standing for re-election to the Board at the Meeting.

 

Board Tenure

 

In 2017, the Board resolved to amend the General Governance Guidelines to remove the term limits for Board members. The Board considered the application of term limits to be a rigid measure that fails to take into account the experience and contributions of tenured directors. In 2017, the Board also extended the mandatory retirement age from 72 to 75 for all non-management directors, subject to the discretion of the Board. These amendments were approved following advice from external legal counsel, which concluded that tenure limits were not commonly adopted among the Company’s peer group and that corporate governance organizations and proxy advisors do not consider term limits to be a corporate governance best practice. In order to support the continued renewal of skills, expertise

and personal attributes, the Board undertakes an annual Board and Committee evaluation process.  The Board reviews annually the size and composition of the Board and addresses the succession planning needs associated with ensuring the Board has the necessary skills and experience.  The Board undertakes to ensure that the appropriate degree of experience and institutional knowledge is balanced with the regular introduction of fresh perspectives from new directors.

 

24   |  TransAlta Corporation 2018 Management Proxy Circular

 

 

This focus on regular Board renewal has resulted in an average tenure for our director nominees of six years.  In the past seven years, since Ambassador Giffin was first appointed Chair of the Board, the Company has welcomed six new directors to the Board.  These recent Board members were identified and selected based on criteria approved by the Board, including financial literacy (evidenced by Alan Fohrer, Beverlee Park and the recent nomination of Bryan Pinney), power sector expertise (evidenced by Alan Fohrer, Yakout Mansour and Georgia Nelson) and senior government and regulatory experience (evidenced by Rona Ambrose).

 

The tenure policies applicable to the Board were amended following the determination to extend Ambassador Giffin’s role as Chair of the Board.  The Board came to this conclusion based on, among other things, the numerous and valuable contributions that Ambassador Giffin provides the Board in his capacity as Chair, including:

 

·                   his unique ability to effectively lead the Board and the Company through the current regulatory uncertainty;

 

·                   his extensive knowledge of the Company’s business received as Chair of the Board; and

 

·                   his attendance at 100 percent of Board meetings since his appointment as Chair in 2011.

 

In conjunction with the determination to extend Ambassador’s Giffin’s role as Chair of the Board, the Board also assessed the appropriateness of the tenure policy generally and its specific impact on Mr. Faithfull.  Mr. Faithfull has served on the Board for greater than 15 years and had been subject to the Board’s maximum tenure of 15 years.  In connection with the Board’s determination to remove the maximum tenure of 15 years, the Board also affirmatively determined that extending Mr. Faithfull’s term as a Board member would be beneficial to the Board and the Company.  This determination was based in part on the recommendations of the GSSC, which identified the beneficial skill set that Mr. Faithfull brings to the Board, and particularly:

 

·                   his knowledge and expertise with large development projects;

 

·                   his extensive experience with the Company, including serving on the Board as the Company was initially adapting to the implementation of the deregulated Alberta electricity market over ten years ago, which experience has already provided the Board with valuable insights and perspectives to the current Alberta regulatory environment; and

 

·                   Mr. Faithfull’s attendance at 99 percent of Board and applicable committee meetings since 2011.

 

The GSSC had considered the tenure policy and its impact on Ambassador Giffin and Mr. Faithfull during an in camera discussion that Ambassador Giffin and Mr. Faithfull did not attend.

 

Corporate Cease Trade Orders and Bankruptcies

 

Except as noted below, no director nominee is, as at the date of this Proxy Circular, or has been, within the past ten years before the date hereof, a director or executive officer of any other issuer that, while that person was acting in that capacity: (i) was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation for a period of more than 30 consecutive days; or (ii) was subject to an event that resulted, after the person ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation for a period of more than 30 consecutive days; or (iii) within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

 

Ambassador Giffin was a director of Abitibi from October 29, 2007 until his resignation on January 22, 2009. In April 2009, Abitibi and certain of its U.S. and Canadian subsidiaries filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware for relief under the provisions of Chapter 11 and Chapter 15 of the United States Bankruptcy Code, as amended, and sought creditor protection under the CCAA with the Superior Court of Québec in Canada. On September 14, 2010, Abitibi announced that it had received approval for its plan of reorganization from unsecured creditors under the CCAA in Canada. On September 21, 2010, Abitibi announced it had received the necessary creditor approval for its plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code. On December 9, 2010, Abitibi announced that it had successfully completed its reorganization and emerged from creditor protection under the CCAA in Canada and Chapter 11 of the U.S. Bankruptcy Code.

 

TransAlta Corporation 2018 Management Proxy Circular  |   25

 

 

Skills Matrix

 

We maintain a skills matrix where directors indicate whether they have expertise and professional background in areas we think are essential for TransAlta.  The table below lists the areas of expertise for our director nominees.

 

Skill Experience and Expertise

Banking

√

√

2

Communications

√

√

√

3

Construction

√

√

√

√

4

Electric Energy / Utility

√

♦

♦

√

♦

♦

√

7

Environment / Climate Change

√

√

√

√

√

√

√

√

√

9

Financial Services / Investment Banking

√

√

♦

3

International Operations

♦

√

√

√

√

5

Mergers and Acquisitions

√

√

√

√

√

√

√

7

Mining / Forestry

√

√

♦

√

4

Oil & Gas

♦

♦

√

√

4

Regulatory / Compliance

♦

√

√

♦

√

√

√

7

Strategy and Development

√

√

√

√

√

√

√

√

√

√

10

Technology / Research / Telecommunication

√

1

Trading/Marketing

√

√

√

√

√

5

Professional Background

Accounting, Finance & Tax

√

♦

♦

3

Economics / Business

√

♦

√

√

4

Engineering & Technical

♦

♦

♦

♦

4

Government Affairs, Public Administration

♦

√

♦

3

Human Resources / Executive Compensation

√

√

√

√

√

√

√

√

8

Legal

♦

1

Risk Management / Insurance

√

√

√

√

√

5

Management Role

Active CEO

√

1

Recent CEO (last five years)

0

Recent CFO / Senior Executive (last five years)

√

√

2

Business Owner

√

1

Professional Role/Advisor

√

√

√

√

4

 

♦ Denotes an advanced degree of expertise that contributes to such director being recognized as an authority and expert in the specific area.
√  Denotes a high degree of expertise allowing such director to meaningfully exercise practical application in the specific area.

 

2.              FINANCIAL STATEMENTS

 

You will receive the Company’s 2017 audited consolidated financial statements, the auditors’ report and the related management’s discussion and analysis.  Copies will also be available at the Meeting.  In addition, the full text of the 2017 Annual Report in either English or French is available on our website at www.transalta.com/powering-investors/financial-and-annual reports , under our profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov .

 

3.              APPOINTMENT OF AUDITORS

 

You will be asked to reappoint Ernst & Young LLP as our auditors to hold office until the next annual meeting of Shareholders of the Company at remuneration to be fixed by the Board.  Representatives of Ernst & Young LLP will be available at the Meeting to answer any questions you may have.

 

 

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