20180815Report and Motion.pdf

Avista Corp.
141 1 East Mission P.O.Box 3727
Spokane. Washington 99220-0500
Telephone [phone]
Toll Free 800-727-9170
Via Electronic and Overnight Mail
August 15,2018
Lfr
(-J
Commission Secretary
Idaho Public Utilities Commission
472W. Washington St.
Boise,ID 83702
RE: Case Nos. AVU-E-17-09 and AVU-G-I7-05
Enclosed for filing in the above-referenced Case Nos. are an original and 7 copies of the Report
on Hydro One Management Changes and Motion for Scheduling Conference.
A service list is attached, with the parties receiving a complete electronic copy of this filing. If
you have any questions, please do not hesitate to contact David Meyer on behalf of Avista
Corporation at 509-495-4316 or [e-mail] or Liz Thomas on behalf of
Hydro One Limite d, at 206-37 0-7 63 1 or [e-mail].
Gervais
Sr. Manager, Regulatory Policy
Regulatory Affairs
linda. [e-mail]
509-495-4975
Avista Utilities
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Enclosures
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CERTIFICATE OF SERVICE
I HEREBY CERTIFY that ! have this 15th day of August,2018, served the foregoing
Report and Motion regarding an Update on Recent Events in the Merger Case Nos.
AVU-E-17-09/AVU-G-17-05, upon the following parties, by sending a copy via
electronic mail:
Diane Hanian, Secretary
ldaho Public Utilities Commission
47 2 W . Washington Street
Boise, lD 83720-5983
diane. hanian@puc. idaho.qov
Brandon Karpen
Deputy Attorneys General
ldaho Public Utilities Commission
472W. Washington
Boise, lD 83720-0074
brandon.karpen@puc. idaho.qov
Danielle Franco-Malone
Schwerin Campbell Barnard
Iglitzin & Lavitt LLP
18 W. Mercer St., Suite 400
Seattle, WA 98119
franco@workerlaw. ceno
Larry Crowley
The Energy Strategies lnstitute, lnc.
5549 S. Cliffsedge Ave
Boise, lD 83716
[e-mail]
Dr. Don Reading
6070 Hill Road
Boise, lD 83703
[e-mail]
Norman M. Semanko
Parsons Behle & Latimer
800 West Main Street, Suite 1300
Boise, lD 83702
NSemanko@parsonsbehle. com
[e-mail]
Brad M. Purdy
Attorney at Law
2019 N 17th Street
Boise, lD 83702
[e-mail]
Peter J. Richardson
Richardson Adams PLLC
515 N. 27th Street
Boise, lD 83702
peter@richardsonadams. com
Ronald L. Williams
Williams Bradbury, P.C.
P. O. Box 388
802 W. Bannock, Suite LP 100
Boise, lD 83702
ron@wil liamsbradbu rv. com
Ben Otto
ldaho Conservation League
710 N. 6th St.
Boise, lD 83702
botto@idahoconservation. oro
Dean Miller
3620 E Warm Springs Ave
Boise, lD 83716
Deanimiller@cableone. net
Paul Kimball
Sr. Regulatory Analysist
David J. Meyer
Chief Counsel for Regulatory and
Governmental Affairs
Avista Corporation
1411 E. Mission Ave., MSC-27
Spokane, WA 99220-3727
Da
In the Matter of the Joint Application of
HYDRO ONE LIMITED (acting through
its indirect subsidiary Olympus Equity
LLC)
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
Elizabeth Thomas, Partner
Kari Vander Stoep, Partner
K&L Gates LLP
On Behalf of Hydro One Limited
Olympus Equity LLC
925 Fourth Avenue, Suite 2900
Seattle, WA 98104-1158
Liz.thomas@kl gates.com
kari. vanderstoep @,kl sates. com
CASE NOS. AVU-E-17-09
AVU-G-17-05
I
and REPORT ON HYDRO ONE
MANAGEMENT CHANGES
AVISTA CORPORATION
AND
For an Order Authorizing Proposed
Transaction MOTION FOR SCHEDULING
CONFERENCE
I. INTRODUCTION
As required by the Idaho Public Utilities Commission's (the "Commission") July 20,
2018, Order No. 34lll ("July 20th Order"), Hydro One Limited ("Hydro One") provides this
Report on Hydro One Management Changes. On August 14,2018, Hydro One announced the 10
members of its new Board of Directors ("Board") and new Board Chair.
REPORT ON HYDRO ONE MANAGEMENT CHANGES
AND MOTION FOR SCHEDULING CONFERENCE - I
2 Hydro One and Avista Corporation ("Avista") also submit this Motion for Scheduling
Conference, seeking an order from the Commission directing the parties to this proceeding to
participate in a scheduling conference that will take into account recent Hydro One management
changes discussed below.
II. REPORT ON HYDRO ONE MANAGEMENT CHANGES
The Commission's July 20th Order postponed the July 23,2018 technical hearing and
directed Hydro One and Avista to update the Commission when Hydro One's new management
team is in place. Further, the July 20th Order required Hydro One and Avista to provide a status
update on August 15 if the Chief Executive Officer ("CEO") or new board were not in place on
that date.
On August L4, 2018, Hydro One announced the 10 members of its new Board.
Attachment A is Hydro One's material change report (which includes biographies of the new
board members) and accompanying press release, which were filed with the Ontario Securities
Commission and U.S. Securities and Exchange Commission. Hydro One has also notified the
New York Stock Exchange. Four of the new directors (Thomas D. Woods, Cherie Brant, Blair
Cowper-Smith, and Russel Robertson) were selected by the Province of Ontario. The other six
new directors (Anne Giardini, David Hay, Timothy Hodgson, Jessica McDonald, William
Sheffield, and Melissa Sonberg) were selected by the Ad Hoc Nominating Committee consisting
of representatives of four of Hydro One's five largest shareholders besides the Province.
Among the 10 new directors, Mr. Woods was selected as the interim Hydro One Board Chair.
Hydro One has not yet selected a new CEO to replace Mayo Schmidt who retired on July
ll, 2018. Hydro One's Chief Financial Officer, Paul Dobson, was named Hydro One's acting
REPORT ON HYDRO ONE MANAGEMENT CHANGES
AND MOTION FOR SCHEDULING CONFERENCE -2
3
4
5
6
CEO on July 11. Mr. Dobson will continue to serve as acting CEO while Hydro One's new
Board conducts a search for Hydro One's new CEO.
The CEO search will be the new Board's highest priority. While the timing and selection
of the new CEO is within the purview of the newly-constituted Board, there is no reason to
believe that the Board will not proceed with all deliberate speed in that regard.
III. MOTION FOR SCHEDULING CONFERENCE
Hydro One and Avista move for the Commission to issue an order directing the parties to
convene a scheduling conference to establish a new procedural schedule for this proceeding.
Establishing a schedule at this time will allow the opportunity for careful and deliberate case
management by all parties and the Commission, while still allowing for the submission of
additional supplemental information as events unfold. It will also allow for better coordination
with the already-scheduled supplemental proceedings in other jurisdictions, as discussed below.
On August 3,2018, the Washington Utilities and Transportation Commission issued an
order establishing the following procedural schedule, with a hearing on October 23 and a
decision by December 14, to address how the changes in executive management and the Board at
Hydro One bear on Hydro One and Avista's merger application:
REPORT ON HYDRO ONE MANAGEMENT CHANGES
AND MOTION FOR SCHEDULING CONFERENCE.3
7
8
Avista/Hydro One Supplemental Testimony 9/6t2018
Staff, Public Counsel, and Intervenor Response
Testimony and Exhibits
t0l4l20t8
Avista/Hydro One Rebuttal Testimony and
Exhibits; Statr, Public Counsel, and Intervenor
Cross-Answering Testimony and Exhibits
t0lt5l20t8
Discovery Deadline -- Last Day to Issue Data t0lt6l20t8
EVENT DATP
Requests
Cross-Examination Exhibits, Witness Lists,
and Time Estimates
t011912018
Evidentiary Hearing 1012312018
Post-Hearing Briefs To be determined
Statutory Deadline (reflecting 4 month
extension as authorized by RCW 80.12.030(2))
12lI4l20t8
9 On July 25, 2018, the Public Utility Commission of Oregon also issued an order
establishing a new procedural schedule, with its hearing on November 15-16 (if needed) and a
decision by December 14:
REPORT ON HYDRO ONE MANAGEMENT CHANGES
AND MOTION FOR SCHEDULING CONFERENCE- 4
Hydro One and Avista Supplemental
Testimony
August 30, 2018
Staff & Intervenor Reply Testimony September 20,2018
Hydro One and Avista Rebuttal Testimony October 4,2018
Staff & Intervenor Sur-rebuttal Testimony October 18,2018
Hydro One and Avista Final Testimony October 31,2018
Cross-Examination Statements and Exhibits November 7,2018
Hearing (if requested)November 15 - 16,2018
Target Date for Commission Decision December 14,2018
EYENT DATE
. AffIINTY 'DATE
10
11
On July 20,2018, Hydro One and Avista attempted to confer with the parties to this
proceeding to establish a proposed procedural schedule in Idaho. Counsel for the Avista
Customer Group refused to confer with the parties to establish a proposed procedural schedule,
contending that the Commission's July 20th Order requires the parties to wait to develop a
proposed procedural schedule until after Hydro One names a new board and CEO: "The parties
shall meet and confer to discuss case processing after Hydro One has a new CEO and board of
directors in place." July 20th Order at p.2.
Hydro One and Avista respectfully request that the Commission issue an order directing
the parties to this proceeding to meet and confer to establish a proposed procedural schedule for
this proceeding at this time. As noted above, the new Hydro One Board, which took offrce on
August 14, will immediately launch a search for a replacement CEO. However, as with any
CEO search for a corporation the size of Hydro One, the search may take some time. At the time
of the scheduling conference, Avista and Hydro One will work with the parties to build
flexibility into the schedule to allow for the opportunity to further supplement testimony with
respect to the appointment of a new CEO. Much of the supplemental testimony, however, as in
other jurisdictions, will focus on what is already known about structural safeguards to assure the
operating flexibility and independence of Avista, irrespective of who the new CEO is. It will
serve the purpose of building the record at this time, by further describing these structural
safeguards, irrespective of the new CEO. To not proceed with scheduling at this time (albeit
with liberal opportunities to supplement as needed), will put Idaho well behind other
jurisdictions, and may put at risk any closing of the transaction this year. (Both Washington and
Oregon anticipate a final decision on or before December 14, 2018.)
REPORT ON HYDRO ONE MANAGEMENT CHANGES
AND MOTION FOR SCHEDULING CONFERENCE - 5
t2
13
Accordingly, Hydro One and Avista respectfully request that the Commission order the
parties to meet and confer, either electronically or by teleconference, to develop a proposed
procedural schedule and to submit a proposed procedural schedule to the Commission by August
30,2018.
Hydro One intends for its new Board Chair to submit testimony in this proceeding.
Hydro One also intends to submit testimony from Executive Vice President and Chief Legal
Officer James Scarlett and supplemental testimony from Senior Vice President of Finance Chris
Lopez that will address the changes in Hydro One's management and the financial status of
Hydro One in the wake of these changes.
Hydro One will make the new Board Chair, Mr. Scarlett, and Mr. Lopez available to
testiff at a hearing regarding Hydro One and Avista's merger application. If the new Board has
selected the new Hydro One CEO by the time of the Commission's hearing in this proceeding,
the new CEO will testifu in lieu of the Chair.
Hydro One and Avista submit that the Commission can consider and rule on Hydro One
and Avista's merger application prior to the selection of the new Hydro One CEO because the
Hydro One Board establishes Hydro One's policies and the strategic direction of Hydro One's
management. Hydro One has a new Board in place, and the Board Chair will participate in this
proceeding. The Stipulated Settlement entered by the parties to this proceeding (prior to the
intervention of the Avista Customer Group and Idaho Department of Water Resources) was
designed to stand the test of time, accounting for the certainty that Avista's and Hydro One's
executive management will change in the years to come.
REPORT ON HYDRO ONE MANAGEMENT CHANGES
AND MOTION FOR SCHEDULING CONFERENCE - 6
14
15
16
IV. CONCLUSION
WHEREFORE, Hydro One and Avista respectfully request that the Commission issue an
order directing the parties to confer, either electronically or telephonically, on a new procedural
schedule for this proceeding and submit a proposed procedural schedule by August 30,2018,
while still providing flexibility to revise such a schedule as events unfold.
DATED: August 15,2018.
K&L GATES, LLP AVISTA CORPORATION
,t tt -{. L."dn W**.
BY:
Elizabeth Thomas, Partner (admitted pro hac vice)
Kari Vander Stoep, Partner (admitted pro hac vice)
K&L Gates LLP
On Behalf of Hydro One Limited
Olympus Equity LLC
925 Fourth Avenue, Suite 2900
Seattle, WA 98104-1158
Liz.thomas@kl gates.com
kari. vanderstoep@kl gates. com
REPORT ON HYDRO ONE MANAGEMENT CHANGES
AND MOTION FOR SCHEDULING CONFERENCE - 7
sv,try /
bduial. Meyer, ISB No. 8317
Chief Counsel for Regulatory and
Governmental Affairs
Avista Corporation
L4ll E. Mission Ave., MSC-27
Spokane, WA 99220-3727
David. meluer@ avistacorp. com
FORM 51-102r'3
MATERIAL CHANGE REPORT
Item 1:
Item 2:
Item 3:
Item 4:
Item 5:
Name and Address of Company
Hydro One Limited ("Hydro One")
483 Bay Street, South Tower, 8s Floor
Toronto, Ontario M5G 2P5
Date of Material Change
August 14,2018.
News Release
A news release announcing the material change referred to in this report was
issued through Cision Canada and filed on SEDAR under Hydro One's profile
at www.sedar.com on August 14,2018.
Sumuoary of Material Change
On August 14,2018, Hydro One announced a new board of directors, featuring
an experienced, diverse and highly-regarded group of leaders who will be
responsible for overseeing the company's continued transformation as a
customer-focused, effi cient and well-managed uti I ity.
Full Description of Material Chanse
On August 14,2018, Hydro One announced a new board of directors, featuring
an experienced, diverse and highly-regarded group of leaders who will be
responsible for overseeing the company's continued transformation as a
customer-focused, efficient and we ll-managed utility.
The orderly transition to a new board was accomplished when former board
members stepped down and new directors were appointed effective Tuesday,
August 14,2018. Six directors were identified and nominated by Hydro One's
ad hoc nominating committee, comprised of four of the five largest
shareholders of Hydro One excluding the Province of Ontario (the
"Province"), and four directors were chosen by the Province, Hydro One's
largest shareholder, in accordance with the Govemance Agreement dated as of
November 5,2015 between Hydro One and the Province (the "Governance
Agreement").
The new Hydro One directors are:. Cherie Brant. Blair Cowper-Smith. Anne Giardini. David Hay. Timothy Hodgson. Jessica McDonald
a
Russel Robertson
William Sheffield
Melissa Sonberg
Tom Woods
Mr. Woods has agreed to act as interim Chair of the board of directors until the
new directors can convene and complete a process to select a permanent Chair.
The biographies for the new directors of Hydro One are set out below
Tom Woods (provincial nominee) - Interim Board Chair
Mr. Woods is a corporate director. He previously had a 37-year career with
CIBC and Wood Gundy, the predecessor firm of CIBC World Markets. He
started in Investment Banking, advising companies raising financing in the
equity and debt capital markets as well as mergers and acquisitions, and later
was Head of Canadian Corporate Banking, Chief Financial Officer, Chief Risk
Officer and Vice Chairman.
Mr. Woods also serves on the boards of Bank of America Corporation, Alberta
Investment Management Corporation, Providence St. Joseph's St. Michael's
Health Care (Board Chair) and CIBC Children's Foundation. Previous
directorships include TMX Group Inc., DBRS Limited, Jarislowsky Fraser
Limited and Covenant House (Board Chair). Mr. Woods has a Bachelor of
Applied Science in Industrial Engineering from University of Toronto, and an
MBA from Harvard Business School.
Cherie Brant (provincial nominee)
Ms. Brant is a Partner at Dickinson Wright's Toronto law office where she has
an Indigenous law practice with a focus on commercial real estate, energy and
transmission and First Nations economic development. Ms. Brant provides
strategic counsel to several First Nations and industry clients seeking to
develop projects with First Nations and to understand and address Indigenous
rights and interests. As lead counsel, Ms. Brant was instrumental in forming
one of the largest First Nations-led limited partnerships in Canada resulting in
the Ontario First Nations Sovereign Wealth LP's share purchase of
approximately 2.4Yo of Hydro One.
Ms. Brant is both Mohawk and Ojibway from the Mohawks of the Bay of
Quinte and Wikwemikong Unceded Indian Territory. She also serves on the
board of the Anishnawbe Health Foundation and is a member of the Canadian
Council for Aboriginal Business, Research Advisory Board and the Aboriginal
Energy Working Group of the Independent Electricity System Operator.
Previous directorships include Women's College Hospital and Trillium Gift of
Life.
Ms. Brant has a Bachelor of Environmental Studies, Urban and Regional
Planning Program from the University of Waterloo and a Juris Doctor from the
o
a
a
a
J
University of Toronto. She is a member of the Ontario Bar Association and the
Law Society of Upper Canada.
Blair Cowper-Smith (provincial nominee)
Mr. Cowper-Smith is the principal and founder of Erin Park Business
Solutions a Canadian advisory and consulting firm. Previously, he was Chief
Corporate Affairs Offrcer of Ontario Municipal Employees Retirement System
(OMERS) and a member of the Senior Executive Team where his
responsibilities included regulatory affairs, law and governance. Prior to
joining OMERS he was a Senior Partner at McCarthy Tetrault LLP where his
practice focused on mergers and acquisitions, infrastructure, govemance and
private equity.
Board experience includes numerous advisory assignments, including
governance advisory assignments, with boards of directors including OMERS,
Stelco, Hammerson, and includes existing or prior director appointments and
board committee leadership roles with companies like Porter Airlines, 407
ETR, the Financial Services Regulatory Authority and Face the Future
Foundation. He served until recently on the Public Policy Committee of the
Canadian Coalition for Good Governance and on the Securities Advisory
Committee of the Ontario Securities Commission. He co-founded The
Canadian Council for Public and Private Partnerships which led to a long-term
interest in infrastructure policy and delivery of infrastructure based services to
Canadians.
Mr. Cowper Smith has a Bachelor of Laws (LLB) and Master of Laws (LLM)
from Osgoode Hall Law School at York University. He is a member of the
Law Society of Upper Canada and holds the director designation through the
Institute of Corporate Directors and is a regular faculty presenter for the
Directors College.
Anne Giardini, O.C., Q.C.
Ms. Giardini is a corporate director and Chancellor of Simon Fraser
University. She previously had a 2}-year career with Weyerhaeuser Company
Limited, including as Canadian President. Before her tenure as President, she
was Vice President and General Counsel at Weyerhaeuser where she worked
on corporate, legal, policy and strategic matters. Ms. Giardini has been a
newspaper columnist and is the author of two novels.
Ms. Giardini also serves on the boards of Nevsun Resources Ltd., Canada
Mortgage & Housing Corporation, World Wildlife Fund (Canada), BC
Achievement Foundation, Translink and the Greater Vancouver Board of
Trade. Previous directorships include Thompson Creek Metals Company, Inc.
and Weyerhaeuser Company Limited.
Ms. Giardini has a BA in Economics from Simon Fraser University, a
Bachelor of Laws from the University of British Columbia and a Master of
4
Law from the University of Cambridge (Trinity Hall). She is licensed to
practice law in British Columbia (and formerly in Ontario and Washington
State). In20l6, Ms. Giardini was appointed an Officer of the Order of Canada.
Dwid Hay
Mr. Hay is a corporate director. He is former Vice-Chair and Managing
Director of CIBC World Markets Inc. with power, utilities and infrastructure as
a major focus. Formerly, he was President and Chief Executive Officer of New
Brunswick Power Corporation, Managing Director of Delgatie Incorporated
and held senior investment banking roles, including Senior Vice-President and
Director responsible for mergers and acquisitions with Menill Lynch Canada
and Managing Director of European mergers and acquisitions with Merrill
Lynch International. He spent the early part of his career as a practicing lawyer
and taught part-time at both the University of Toronto and University of New
Brunswick.
Mr. Hay also serves on the boards of EPCOR, SHAD (Chair), the Council of
Clean and Reliable Energy and as Chair of the Acquisition Committee of the
Beaverbrook Art Gallery. Prior directorships include Toronto Hydro-Electric
System Limited (Vice Chair).
Mr. Hay has a Bachelor of Laws from Osgoode Hall Law School, York
University and a Bachelor of Ans from the University of Toronto (Victoria
College). He also holds a professional director designation from the Institute of
Corporate Directors (ICD.D).
Timothy Hodgson
Mr. Hodgson is a Managing Partner of Alignvest Capital Management. Prior to
that, Mr. Hodgson was Special Advisor to Governor Mark Carney at Bank of
Canada. Mr. Hodgson also held various positions in New York, London,
Silicon Valley and Toronto with Goldman Sachs and served as Chief
Executive Officer of Goldman Sachs Canada. Mr. Hodgson has held roles with
Salomon Brothers, Price Waterhouse & Co. and Merrill Lynch Canada.
Mr. Hodgson also serves on the boards of Alignvest Acquisition II Corporation
(Chair), PSP Investments and MEG Energy Corp. Previous directorships
include Alignvest Acquisition Corporation, KGS-Alpha Capital Markets L.P.,
The Global Risk Institute, The Ivey School of Business, The Next36,
Bridgeport Health and CanWest Media Works Inc.
Mr. Hodgson has a Bachelor of Commerce from the University of Manitoba
and a Masters of Business Administration from The Richard Ivey School of
Business at Western University. He is a Chartered Accountant and a member
of the Institute of Corporate Directors.
-5-
Jessica McDonald
Ms. McDonald is Interim President and Chief Executive Officer of Canada
Post Corporation. Previous roles include President and Chief Executive Officer
of British Columbia Hydro & Power Authority and Executive Vice President
of HB Global Advisors Cotp., as well as a successful practice in mediation and
negotiation on major commercial and industrial projects. In addition, Ms.
McDonald has held many positions with the B.C. government, including the
most senior public service position in the provincial goverrrment as Deputy
Minister to the Premier, Cabinet Secretary and Head of the BC Public Service,
responsible for overseeing all aspects of government operations.
Ms. McDonald also serves on the boards of Canada Post Corporation, Coeur
Mining Inc. and Trevali Mining Corporation, and is on the Member Council of
Sustainable Development Technology Canada. Previous directorships include
Powertech Labs (Chair) and Powerex Corp.
Ms. McDonald has a Bachelor of Arts (Political Science) from the University
of British Columbia. She is also a member of the Institute of Corporate
Directors of Canada.
Rus s el Robertson (provincial nominee)
Mr. Robertson is a corporate director and former Executive Vice President and
Head, Anti-Money Laundering, BMO Financial Group. Mr. Robertson has
served as Chief Financial Officer, BMO Financial Group and Executive Vice!
President, Business Integration where he oversaw the integration of Harris
Bank and M&I Bank forming BMO Harris Bank. Before joining BMO, he
spent over 35 years as a Chartered Professional Accountant holding various
senior positions including the positions of Vice-Chair, Deloitte & Touche LLP
(Canada) and Canadian Managing Partner, Arthur Andersen LLP (Canada).
Mr. Robertson also serves on the boards of Bausch Health Companies Inc. and
Turquoise Hill Resources. Previous directorships include Virtus Investment
Partners, Inc.
Mr. Robertson has a Bachelor of Arts (Honours) in Business Administration
from the Ivey School of Business at the University of Western Ontario. He is a
Chartered Professional Accountant (FCPA, FCA) and a Fellow of the Institute
of Chanered Accountants (Ontario). He is also a member of the Institute of
Corporate Directors.
William Shffield
Mr. Sheffield is a corporate director. He is the former Chief Executive Officer
of Sappi Fine Papers, headquartered in South Africa. Previously, he held senior
roles with Abitibi-Consolidated, Inc. and Abitibi-Price, Inc. He began his
career in the steel industry and held General Manager, Industrial Engineering
-6-
Item 6:
and Cold Mill Operating roles at Stelco, Inc.
Mr. Sheffield also serves on the boards of Houston Wire & Cable Company,
Velan, Inc., Burnbrae Farms Ltd., Longview Aviation Capital and Family
Enterprise Xchange. Previous directorships include Canada Post Corporation,
Ontario Power Generation, Corby Distilleries, Royal Group Technologies and
SHAD.
Mr. Sheffield has a Bachelor of Science (Chemistry) from Carleton University
and an MBA from McMaster University. He holds a professional director
certification from the Institute of Corporate Directors and a similar designation
from the National Association of Corporate Directors in the U.S. He also
completed the Family Enterprise Advisors Program (FEA) at the University of
British Columbia.
Melissa Sonberg
Ms. Sonberg is a corporate director and Adjunct Professor and Executive-in-
Residence at McGill University's Desautel Faculty of Management. She spent
the early part of her career in the healthcare industry before joining Air
Canada, where she held leadership positions in a range of customer facing,
operational and corporate functions. Ms. Sonberg was part of the founding
executive team of Aeroplan, now part of AIMIA. Ms. Sonberg held positions
of Senior Vice President, Human Resources & Corporate Affairs and Senior
Vice President, Global Brands, Communications and External Affairs at
AIMIA.
Ms. Sonberg also serves on the boards of Exchange Income Corporation, MD
Financial Holdings, Inc., Canadian Professional Sales Association, Group
Touchette, Women in Capital Markets and Equitas - Intemational Centre for
Human Rights. Previous directorships include Rideau, Inc., Via Rail Canada,
University of Ottawa, International Advisory Board and the McGill University
Health Centre.
Ms. Sonberg has a Bachelor of Science (Psychology) from McGill University
and a Masters of Health Administration from the University of Ottawa. She is
a Certified Human Resource Executive and holds a professional director
certification from the Institute of Corporate Directors.
Reliance on Subsection 7.1(2) of National Instrument 51-102
Not applicable.
Omitted Information
Not applicable.
Iled,
Item 8:Executive Officer
For further information please contact:
Jamie Scarlett
Executive Vice President and Chief Legal Officer
Tel: [phone]
Item 9:Date of Report
August 14,2018
Caution Regarding Forward-Looking Information
This material change report may include o'forward looking information" within the meaning of
applicable securities laws. We caution that all forward-looking information is inherently subject to
change and uncertainty and that actual results may differ materially from those expressed or implied
by the forward looking information. A number of risks, uncertainties and other factors could cause
actual results and events to differ materially from those expressed or implied in the forward looking
information or could cause our current objectives, strategies and intentions to change, and many of
these factors are beyond our control and current expectation or knowledge. These statements are not
guarantees of future performance or actions and involve assumptions and risks and uncertainties that
are difficult to predict. Therefore, actual outcomes and results may differ materially from what is
expressed, implied or forecasted in such forward-looking information. Some of the factors that could
cause actual results or outcomes to differ materially from the results expressed, implied or forecasted
by such forward-looking information, including some of the assumptions used in making such
statements, are discussed more fully in Hydro One's filings with the securities regulatory authorities
in Canada, which are available on SEDAR at www.sedar.com. Hydro One does not intend, and
disclaims any obligation, to update any forward-looking information, except as required by law.
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