1  All members, except Mr. Cruickshank and Mr. Vaasjo,  are independent within the meaning of NI 58-101.  Mr. Cruickshank is not considered independent as he  is a partner of a law firm that provides legal advice and  services to the company. Mr. Vassjo is not considered  independent as he is the President and CEO of  the company.  2  Experience of the members of the Audit Committee that  indicates an understanding of the accounting principles  the company uses to prepare its fi nancial statements  is shown within the ‘Audit Committee Report’ in the  Management Proxy Circular.  3  All Audit Committee members are independent and  ‘financially literate’ within the meaning of NI 52-110.  4  As Chair of the Board, Mr. Lowry is an ex-offi cio,  non-voting member of each committee. BRIAN VAASJO  President and Chief Executive Offi cer PETER ARNOLD  Senior Vice President, Human Resources & Health, Safety & Environment KATE CHISHOLM  Senior Vice President, Legal & External Relations  BRYAN DENEVE  Senior Vice President, Corporate Development & Commercial Services STUART LEE  Senior Vice President, Finance & Chief Financial Offi cer DARCY TRUFYN  Senior Vice President, Operations, Construction & Engineering EXECUTIVE TEAM  CAPITAL POWER  2012 ANNUAL REPORT 8 BOARD OF DIRECTORS AND COMMITTEE MEMBERSHIP Board of Directors  1 Audit Committee  2, 3 Corporate Governance,  Compensation and  Nominating Committee  Health, Safety and  Environment Committee Independent Nominated by EPCOR Don Lowry (Chair)  4 ✔ ✔ Albrecht Bellstedt Chair ✔ ✔ Doyle Beneby ✔ ✔ ✔ William Bennett Chair ✔ ✔ Brian Bentz Chair ✔ Hugh Bolton ✔ ✔ Richard Cruickshank ✔ Philip Lachambre ✔ ✔ ✔ Robert Phillips ✔ ✔ ✔ Allister McPherson ✔ ✔ ✔ Peggy Mulligan ✔ ✔ ✔ Brian Vaasjo BOARD OF DIRECTORS  Front row (left to right) Richard Cruickshank Philip Lachambre Albrecht Bellstedt Donald Lowry Brian Vaasjo Peggy Mulligan William Bennett  Back row (left to right) Robert Phillips  Allister McPherson  Doyle Beneby  Hugh Bolton  Brian Bentz