BOARD OF DIRECTORS (as at December 31, 2013) Board Committees 1 Audit and Finance Committee  The Audit and Finance  Committee oversees the integrity of accounting policies and financial reporting, internal controls, internal audit, financial risk exposures, financial compliance and ethics  policies. With the Company’s SEC registration in 2013, the Audit and Finance Committee mandate was updated to ensure compliance with U.S. securities legislation. The committee met six times in 2013. 2 Corporate Governance Committee  The Corporate Governance  Committee is responsible for the Board’s governance of the  Company. It recommends issues to be discussed at meetings of  the Board of Directors, reviews the mandate of the Board and  each committee of the Board, conducts Board Assessments,  monitors the quality of management’s relationship with the Board  and recommends suitable nominees for election to the Board of  Directors. The committee met seven times in 2013. 3 Human Resources Committee  The Human Resources  Committee is responsible for reviewing the appropriateness  of the Company’s current and future organizational structure,  succession plans for corporate and divisional officers,  the code of business conduct, and the performance and  remuneration of senior executives, including recommending  to the Board the remuneration of the President and CEO. The  committee met seven times in 2013. 4 Business Transformation Committee  The Business  Transformation Committee is responsible for assisting the  Board in its oversight responsibilities in all matters related to the Company’s Cornerstone Project, the Advanced  Distribution System and Continuous Innovation Strategy, and  the planning, development and implementation of major  transmission system or distribution projects, including projects  described in the Corporation’s Green Energy Implementation  Plan. The committee met seven times in 2013. 5 Regulatory and Public Policy Committee  The Regulatory and  Public Policy Committee monitors the Company’s compliance  with applicable regulatory requirements and legislation, and  is responsible for identifying, assessing and providing advice  to the Board of Directors on public affairs issues that have a  significant impact on the Company. The committee oversees  compliance programs, policies, standards and procedures  and reviews the Company’s proposals for rate applications,  compliance actions and reports. The committee met five times in 2013. 6 Health, Safety and Environment Committee  The Health, Safety  and Environment Committee is responsible for reviewing  occupational health, safety and environment policies,  standards, and programs, compliance with occupational  health, safety and environmental legislation, policies and  standards, and public health and safety issues. The committee  met four times in 2013. 7 Investment – Pension Committee  The Investment – Pension  Committee’s primary function is to assist the Board in fulfilling its oversight responsibilities in all matters related to the Corporation’s Pension Plan including the Hydro One  Pension Fund. The committee met five times in 2013. 95 HYDRO ONE ANNUAL REPORT 2013 James Arnett 2 Chair of the Board of Directors, Hydro One Inc. Carmine Marcello President and Chief Executive Officer, Hydro One Inc. George Cooke 1,5,7 President, Martello Associates Consulting Kathryn A. Bouey 4,6,7 President, TBG Strategic Services Inc. Catherine Karakatsanis 4,6 Chief Operating Officer,  Morrison Hershfield Group Inc. Don MacKinnon 5,6 President, Power Workers’ Union Walter Murray 1,3,7 Corporate Director Michael J. Mueller 1,2,4 Corporate Director Robert L. Pace 2,3,7 President and CEO, The Pace Group Ltd. Yezdi Pavri 1,4 Corporate Director Gale Rubenstein 2,3,5 Partner, Goodmans LLP Sandra Pupatello 1,5 Chief Executive Officer,  WindsorEssex Economic  Development Corporation Douglas E. Speers 3,4,6 Corporate Director Director, Business  Development and Global Markets, for  PwC Canada Chair of the Board of Directors of OMERS Administration Corporation Corporate Director