GOVERNANCE We believe that effective governance is a major contributor to long-term  performance and investor confi dence. Our corporate governance practices are  consistent with the following, as adopted by the Canadian Securities Administrators: National Policy 58-201 – Corporate Governance Guidelines (NP 58-201)  National Instrument 58-101 — Disclosure of Corporate Governance Practices (NI 58-101) National Instrument 52-110 — Audit Committees (NI 52-110) National Instrument 52-109 — Certification of Disclosure in Issuers’ Annual and Interim Filings (CSox) Form 58-101F1 — Corporate Governance Disclosure (58-101F1) HIGHLIGHTS Voting is by individual director, we  have a majority voting policy and we  disclose the voting results on all items  of business within five business days  of a shareholder meeting We maintain separate chair and CEO  positions so the board can function  independently and monitor management’s  decisions and actions and effectively  oversee our affairs The majority of our board (83%)  is independent  The Chair of the board and the chair of the  Capital Power nominated directors (chair  of the non-EPCOR elect directors) are  independent The board has developed clear position  descriptions for the Chair of the board,  chair of the non-EPCOR elect directors,  each committee and the CEO We expect 100% attendance of our  directors. The Corporate Governance,  Compensation and Nominating Committee  reviews the attendance record to ensure  directors have attended at least 80%  of board meetings and their respective  committee meetings Board, committee and individual director  assessments are conducted every year We maintain a skills matrix to assist in  planning, developing and managing the  skills and competencies of the board We have orientation and continuing  education programs for our directors  We adopted an incentive clawback policy  and anti-hedging policy, further aligning the  interests of executives and shareholders  We conduct an advisory vote on executive  compensation, giving shareholders a say  on pay  The board oversees strategic planning, risk  management, succession planning and  leadership development The board has adopted a written code of  business conduct and ethics, and monitors  our compliance with it Our Audit Committee is 100% independent Four of the five members of our Corporate  Governance, Compensation and Nominating  Committee are independent Directors must meet share ownership  requirements within five years of joining the  board (three times their annual cash and  equity retainer in Capital Power DSUs and/ or common shares)  Our board has a formal, written mandate  Directors meet regularly without  management present (in-camera) You can find a copy of our corporate governance policy on our website (www.capitalpower.com).  In addition, detailed information on the Board’s mandate, its committees, Directors’ biographies and  highlights of the Board and committee work in 2012 can be found in the Management Proxy Circular,  which can also be found on our website (www.capitalpower.com) or on SEDAR (www.sedar.com). CAPITAL POWER  2012 ANNUAL REPORT 9