Corporate Governance

Overview

The Company and its Directors are committed to adhering to widely accepted corporate governance and disclosure practices. The Company's governance policies (listed below) are designed to support the ability of the Board of Directors to supervise management and to enhance long-term shareholder value.

Code of Business Conduct

> Click here to view Code of Business Conduct

Policies

> Click here to view EnerCare Permitted Investment Policy
> Click here to view Privacy Policy
> Click here to view Insider Trading Policy
> Click here to view Whistleblower Policy
> Click here to view Disclosure Policy
> Click here to view Share Ownership Policy
> Click here to view Retirement Policy
> Click here to view Individual Voting Policy

Mandates

> Chief Executive Officer Mandate
> Board Mandate
> Audit Committee Mandate
> Governance Committee Mandate
> Investment Committee Mandate

Board:

The fundamental responsibility of the Board is to supervise the activities and manage the investments and affairs of the Company. The Directors' primary commitment is to i) maintain strong underlying business fundamentals; ii) generate stable and growing distributable cash iii) pursue external growth with a proven growth strategy through acquisitions; iv) pursue organic growth by focusing on growing installed residential and commercial customer asset base; and v) provide quality service by executing a predictable and reliable customer-service model.

In Fulfilling its Responsibilities:

The Board appoints and supervises the Chief Executive Officer and other members of senior management; approves their compensation and, as permitted by applicable law and the Declaration of Trust, delegates to senior management responsibility for the day-to-day operations of the Company;
The Board will develop with management an annual investment plan and annual budget with measurable performance indicators and will approve such plans;
Confirms that processes are in place to address and comply with applicable legal, regulatory, corporate, securities and other compliance matters;
Approves the Company's annual and interim financial statements and related management's discussion and analysis and reviews and oversees the integrity of the Company with respect to its compliance with applicable audit, accounting and financial reporting requirements and approves the annual operating and capital budgets;
The Board will satisfy itself that appropriate policies and procedures are in place regarding public disclosure, communications and restricted trading by insiders;
Establishes appropriate processes for the regular evaluation of the effectiveness of the Board and its committees and the contributions of individual Directors;
A majority of the Company's Directors are required to be independent from the EnerCare Solutions Inc. and Direct Energy for as long as Direct Energy provides services to the EnerCare. The Board has established three committees, each of which is comprised exclusively of Independent Directors.

Audit Committee

All Audit Committee members are financially literate. The role of the Audit Committee is to review i) the engagement of auditors; ii) the financial policies and procedures of the Corporation; iii) the financial statements of the Company; iv) budgets; and v) payments to Direct Energy pursuant to the Origination Agreement.

Investment Committee

The Investment Committee is responsible for i) reviewing all proposals regarding investments, dispositions and borrowings of the Company and making recommendations in connection therewith to the Directors; ii) approving any material changes to the Investment Guidelines; iii) reviewing reports pertaining to New Water Heaters to make recommendations in connection with the purchase thereof by EnerCare Solutions Inc. and approval of rental charges to be charged in respect of Water Heaters by the Servicer; iv) financing and interest rate hedging strategies; and v) target leverage ratios, target ratings on the Company Shares, dividends and debt securities of the Company and target Company Share dividends.

Governance Committee

The Governance Committee is responsible for i) considering, and providing a recommendation on, any conflict of interest involving the Servicer before such conflict of interest is approved by the Directors; ii) annually reviewing the operations of the WH Entities, including business plans and prospects for the ensuing year; the performance of the Servicer; and the adjustments to be made pursuant to the Co-Ownership Agreement; ii) developing the Company's approach to corporate governance; iii) advising the Directors in filling Independent Director vacancies; iv) periodically reviewing the compensation and effectiveness of the Directors and the contribution of individual Directors; v) assisting in orientating and providing for continuing education for the Directors; vi) advising the Directors in the selection and retention of senior management; vii) periodically reviewing the compensation and performance of senior executives; viii) assisting in the professional development of senior executives; and ix) assisting in developing and managing benefit plans for employees.