Exhibit 99.1

Message from the Chair of the Board and the President and Chief Executive Officer

Dear fellow shareholders,

On behalf of the board of directors and management of Fortis Inc., it is our pleasure to invite you to our 2022 annual and special meeting of shareholders on Thursday, May 5, 2022 beginning at 10:30 a.m. (Newfoundland Daylight Time). We are holding a hybrid meeting this year. You can attend the meeting virtually, similar to last year, or in person subject to capacity limits and public health and safety protocols due to the COVID-19 pandemic.

During the meeting, shareholders will have the opportunity to receive the presentation on our financial results for the year, vote on specific items of business and ask questions.

The enclosed management information circular contains important information about the meeting and how to vote your shares in advance or during the meeting. Voting details begin on page 9.

Living our purpose and values

Fortis performed well in 2021 as we continued to navigate through the COVID-19 pandemic while delivering essential energy to our 3.4 million customers. Approximately half of our 9,100 employees continued to work from home while our field operations employees adapted and worked diligently to maintain the critical infrastructure that keeps the lights on and the gas flowing.

By keeping decision-making local, acting with agility and sharing lessons learned across the Fortis group in real time, our business model continues to demonstrate its strength and effectiveness. Everyone at Fortis is grounded in our responsibility to do what’s right and deliver safe and reliable energy to customers.

Strong commitment to sustainability

We are committed to good governance and delivering strong sustainability performance.

Environmental

Our assets consist primarily of those needed to deliver electricity and natural gas to our customers which limits our carbon emissions and impact on the environment. While we own a small amount of generation, we are committed to reducing its carbon footprint.

Our corporate-wide target to reduce our Scope 1 carbon emissions 75% by 2035, compared to 2019 levels, builds on our low emissions profile and reflects the tremendous efforts and leadership by the Fortis group of companies on environmental, social and governance (ESG) matters. Fortis has made solid progress on its carbon reduction target with reduced Scope 1 emissions of 20% since 2019.

In 2021 Fortis signed on as a supporter of the Task Force on Climate-Related Financial Disclosures (TCFD) and is committed to fully implementing the TCFD recommendations. We recently released our first TCFD report which includes climate scenario analysis to assess the resiliency of our energy delivery business.

Fortis also reaffirmed its purpose and commitment to a cleaner energy future with our participation at the 26^th Conference of the Parties to the United Nations Framework Convention on Climate Change (COP26) in Glasgow, Scotland. Fortis’ President and Chief Executive Officer was a member of the Canadian delegation.

Social

All of our utilities have a strong safety culture and commitment to delivering reliable service to customers. Our teams at FortisAlberta and Newfoundland Power recently received national recognition for outstanding safety and reliability performance. FortisAlberta received an Excellence award at the 2021 Canada’s Safest Employer’s Awards, and Newfoundland Power received the inaugural Reliability and Resiliency award.

We continue to advance our work on inclusion and diversity. We recently established a Fortis-wide diversity council and are introducing a new diversity, equity and inclusion (DEI) measure to the annual incentive plan beginning in 2022. These are just a few examples of how Fortis is building on the inclusion and diversity framework established in 2019. You can read more about these efforts beginning on page 41.

Our focus on employee health and safety and well-being has been paramount, particularly during the COVID-19 pandemic. We have also supported our communities, giving over $10 million to support arts and culture, education, social development and COVID-19 relief over the past year.

Governance

We continue to increase our sustainability disclosure and align with various sustainability frameworks. In addition to our support for TCFD, in 2021 we added over 50 key performance indicators to our sustainability reporting, including 14 that align with the Sustainability Accounting Standards Board (SASB) standards (see page 46).

We achieved 50% female representation on the Fortis board for the first time in 2021 and have set diversity representation goals for the board by 2023 (see page 50).

We continue to reinforce ESG in executive compensation by adding new measures focused on carbon reduction and DEI (see pages 60 and 79).

A board chair selection committee was established in 2021 as an ad hoc committee of the board to assist in overseeing a process for selecting and recommending an eligible candidate to serve as Chair of the board, succeeding Douglas J. Haughey on or before his retirement, which is scheduled for May 2023 (see page 36).

Leadership transition

David G. Hutchens, formerly Chief Operating Officer of Fortis and Chief Executive Officer of UNS Energy, was appointed President and Chief Executive Officer of Fortis effective January 1, 2021, following a comprehensive process undertaken by the human resources committee at the direction of the board. He succeeded Barry V. Perry who retired from Fortis on December 31, 2020.

In September 2021 the board announced the retirement of James P. Laurito, Executive Vice President, Business Development and Chief Technology Officer, effective December 31, 2021. We congratulate Jim on a tremendously successful career in the energy sector and thank him for his many contributions to Fortis – his experience, insights and leadership have been invaluable to the company and our industry. We wish Jim all the best in his retirement.

The board also announced the appointment of Gary J. Smith, formerly Executive Vice President, Eastern Canadian and Caribbean Operations, to the new position of Executive Vice President, Operations and Innovation effective January 1, 2022. Gary has been with the Fortis organization for over three decades. He continues to oversee the Eastern Canadian and Caribbean operations and provides leadership in key areas such as safety, reliability and capital investment across the entire organization. He also oversees our cybersecurity and technology functions.

Capital plan

In 2021 we invested $3.6 billion of capital¹, delivered strong financial results and outperformed industry averages for safety and reliability performance. This performance speaks to the operational expertise and the strength of leadership across the Fortis group.

Our new $20 billion capital plan¹, announced for 2022 to 2026, is up $400 million from the previous plan and represents our largest capital plan to date. This is a highly executable plan, that involves investing in our energy infrastructure and delivering a cleaner energy future. The new plan will extend our robust rate base growth and advance our goal to reduce Scope 1 greenhouse gas emissions 75% by 2035.

The five-year plan is expected to drive rate base growth of $10.5 billion, translating into a five-year compound annual growth rate of 6%. Based on this plan and our confidence in future opportunities, in 2021 the board reaffirmed our target of 6% average annual dividend growth through 2025.

Strong financial performance

In 2021 net earnings attributable to common equity shareholders were $1,231 million, or $2.61 per common share, compared to $1,209 million, or $2.60 per common share, for 2020. We achieved adjusted net earnings attributable to common equity shareholders¹ of $1,219 million, or $2.59 per common share in 2021, compared to $1,195 million, or $2.57 per common share in 2020.

Financial performance for the year was underscored by growth at our geographically and regulatory diverse utility businesses, which helped mitigate significant foreign exchange headwinds.

Over a 20-year period, Fortis has delivered a total annualized shareholder return of 12.6%.

Dividend growth

Fortis has one of the longest records for annual dividend increases by a Canadian public corporation.

¹ Non-US GAAP measure – see page 107.

The 5.9% increase in our fourth quarter dividend announced in September 2021 to $0.535 per share, or $2.14 on an annualized basis, marks 48 consecutive years of annual increases in our common share dividend.

Election of directors

This year we are asking you to elect 13 directors to the Fortis board: 12 current directors and one new nominee, Lisa Crutchfield. All the nominees are qualified, and together they bring a strong mix of skills, experience and perspectives to the board.

Assuming all nominees are elected, the board will have seven (54%) female and six (46%) male directors. You can read about each nominee beginning on page 18 and the diversity of our board on page 50.

Pay aligned with performance

The board and the human resources committee work diligently to ensure executive compensation supports the business strategy, links to performance and aligns with shareholder interests, including sustainability. The corporate performance component of incentive compensation was assessed at a factor of 102% for 2021.

You can read more about the 2021 compensation decisions and changes planned for 2022 in the letter from the chair of the human resources committee beginning on page 58 and in the compensation discussion and analysis beginning on page 62.

Shareholder engagement

We believe in the importance of frequent and effective communication with our employees, customers, shareholders and other stakeholders.

Fortis has hosted approximately 125 virtual meetings with existing and potential investors in 2021. In addition, the Chair of the board and the chairs of the human resources committee and governance and sustainability committee had virtual meetings with some of our largest shareholders and industry groups in 2021. We value this input and are committed to engaging regularly with our shareholders.

You can read more about our board-shareholder engagement on page 56.

Positioned for future success

Fortis’ strategy delivers consistent growth and makes our operations greener and stronger. We will continue to be a champion of progress, realizing the full potential of cleaner energy while remaining steadfast in our commitment to deliver safe, reliable and cost-effective energy. We are on track to meeting our target to reduce our Scope 1 carbon emissions 75% by 2035 compared to 2019 levels, and we are thinking long term as we drive your company forward, ensuring a successful Fortis for years to come.

Your vote is important so please remember to vote your shares.

We thank you for your confidence in Fortis and look forward to hosting you at our shareholder meeting on May 5, 2022.

Sincerely,

Douglas J. Haughey	David G. Hutchens
Chair, Board of Directors	President and Chief Executive Officer

What’s inside

About forward-looking information

Fortis includes forward-looking information in this circular within the meaning of applicable Canadian securities laws and forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (collectively referred to as forward-looking information). Forward-looking information reflects expectations of Fortis management regarding future growth, results of operations, performance, business prospects and opportunities. Wherever possible, words such as anticipates, believes, budgets, could, estimates, expects, forecasts, intends, may, might, plans, projects, schedule, should, target, will, would and the negative of these terms and other similar terminology or expressions have been used to identify the forward-looking information, which includes, without limitation: the 2035 carbon emissions reduction target and projected asset mix; forecast capital expenditures for 2022-2026; forecast rate base growth through 2026; targeted average annual dividend growth through 2025; TEP’s renewable energy target; FortisTCI’s renewable energy target; FortisBC’s investments in renewable and liquefied natural gas; and the timing and projected benefits of the Wataynikaneyap Transmission Power Project.

Certain material factors or assumptions have been applied in drawing the conclusions contained in the forward-looking information, including, without limitation: reasonable regulatory decisions by utility regulators and the expectation of regulatory stability; the successful execution of the capital plan; no material capital project or financing cost overrun; no material adverse effects from the COVID-19 pandemic; sufficient human resources to deliver service and execute the capital plan; and the board exercising its discretion to declare dividends, taking into account the business performance and financial condition of Fortis. Fortis cautions readers that a number of factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking information. These factors should be considered carefully and undue reliance should not be placed on the forward-looking information. For additional information with respect to certain of these risks or factors, refer to the continuous disclosure materials filed from time to time by Fortis with Canadian securities regulatory authorities and the Securities and Exchange Commission (SEC). All forward-looking information included in this circular is given as of the date of this circular. Fortis disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

Additional information

The information contained on, or accessible through, any website referenced in this circular is not incorporated by reference in this circular and is not, and should not be considered to be, a part of this circular unless it is explicitly incorporated herein.

Notice of our 2022 annual and special meeting 

When

Thursday, May 5, 2022

10:30 a.m. (Newfoundland Daylight Time)

Where

Holiday Inn St. John’s, Salon A

180 Portugal Cove Road

St. John’s, NL

Or attend virtually by live webcast

https://web.lumiagm.com/404629410

What the meeting will cover

Your right to vote

You are entitled to receive notice of and vote at the shareholder meeting if you held Fortis common shares at the close of business on March 18, 2022. If you acquired your shares after this date, you can ask for your name to be included in the list of eligible shareholders until 10 days before the meeting, as long as you have proof that you own Fortis shares.

The board of directors recommends that shareholders vote FOR all the resolutions. You can read more about these items in the attached management information circular.

The board of directors has approved the contents of this notice and authorized us to send this information to our shareholders, directors and auditors.

By order of the board of directors,

James R. Reid

Executive Vice President, Chief Legal Officer and Corporate Secretary

St. John’s, Newfoundland and Labrador

March 18, 2022

How to vote
Online	Phone	Mail	In person
Vote your shares in advance using the proxy form or voting instruction form in your package of materials.   Or vote in real time in person at the meeting or virtually .   Please read the voting information beginning on page 9 of the management information circular.

Management information circular

You have received this management information circular because you owned common shares of Fortis Inc. as of the close of business on March 18, 2022 (the record date) and are entitled to receive notice of and vote at our annual and special meeting of shareholders on Thursday, May 5, 2022 (or a reconvened meeting if the meeting is postponed or adjourned).

Please note that we are holding a hybrid meeting this year. You can attend the meeting virtually, similar to last year, or in person subject to capacity limits and public health and safety protocols due to the COVID-19 pandemic.

Management is soliciting your proxy for the meeting. Solicitation is mainly by mail, but you may also be contacted by phone, e-mail, internet or fax by a Fortis director, officer or employee or our proxy solicitation agent, Kingsdale Advisors (Kingsdale).

We pay for the costs of preparing and distributing the meeting materials, including reimbursing brokers and other entities for mailing the materials to our beneficial shareholders. We have retained Kingsdale as our proxy solicitation agent at a cost of $40,000 for their services and will reimburse them for any related expenses.

Your vote is important. Please read this circular carefully and then vote your shares. You can vote your shares in advance by proxy or in real time at the meeting, or you can appoint someone else to be your proxyholder to attend the meeting on your behalf and vote your shares. Voting information begins on page 9.

In this document:

The board of directors of Fortis has approved the contents of this circular and authorized us to send it to all shareholders of record.

James R. Reid

Executive Vice President, Chief Legal Officer and Corporate Secretary

St. John’s, Newfoundland and Labrador

March 18, 2022

About notice and access

Fortis is using Notice and Access rules adopted by Canadian securities regulators to reduce the volume of paper in the materials distributed for the 2022 annual and special meeting of shareholders. Instead of receiving this circular with the proxy form or voting information form, shareholders received a notice of the meeting with instructions for accessing the remaining materials online.

We have sent the notice of the meeting and proxy form directly to registered shareholders, and the notice of the meeting and voting instruction form directly to non-objecting beneficial owners. If you are a non-registered shareholder, and Fortis or its agent has sent the notice of meeting and voting instruction form directly to you, your name and address and information about your holdings of Fortis shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding them on your behalf. We plan to pay the cost for intermediaries to deliver the notice of meeting, voting instruction form and other materials to objecting beneficial owners.

This circular and the proxy form can be viewed online on EnVision (www.envisionreports.com/fortis2022), on our website (www.fortisinc.com) and on SEDAR (www.sedar.com) and EDGAR (www.sec.gov). See page 12 for details about how to receive free paper copies of the meeting materials.

1 About the shareholder meeting

This section gives important information about our 2022 annual and special meeting and the voting process.

Please remember to vote your shares by 10:30 a.m. Newfoundland Daylight Time on May 3, 2022.

Where to find it

  9 Voting

13 What the meeting will cover

17 About the nominated directors

31 Additional information about the directors

Voting

Who can vote

You are entitled to receive notice of and vote at the meeting if you held common shares of Fortis at the close of business on March 18, 2022, the record date. Shareholders will vote on four items of business and any other matters that may properly come before the meeting (see page 13).

The voting process differs by type of shareholder:

If you acquired your shares after the record date, you can ask for your name to be included in the list of eligible shareholders until 10 days before the meeting as long as you have proof that you own the shares. To vote your shares acquired after the record date, contact our transfer agent, Computershare Trust Company of Canada (Computershare), right away (see below).

As of the record date, we had 476,859,313 common shares issued and outstanding. Each share entitles the holder to one vote on each of the four voting items.

Voting in advance

Registered shareholders

Voting by proxy is the easiest way to vote. This means you have the right to appoint a person or entity (your proxyholder) to attend the meeting and vote your shares for you. Your proxyholder does not need to be a shareholder, but this person or company must attend the meeting and vote on your behalf.

Print the name of the person or company you are appointing in the space provided on the proxy form in your package of materials. Then complete your voting instructions, date and sign the form and return it to Computershare.

Vote by proxy

	Go to www.investorvote.com. Enter the 15-digit control number printed on the proxy form and follow the instructions on screen.
	Call 1.866.732.8683 (toll-free in North America) and enter the 15-digit control number printed on the proxy form. Follow the interactive voice recording instructions to submit your vote.
	Enter your voting instructions on the proxy form, sign and date it, and send the completed form to Computershare Trust Company of Canada, Attention: Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1

If you do not appoint your own proxyholder, the Fortis representatives named on the proxy form will act as your proxyholder, and will vote your shares according to your instructions. Your proxyholder will have discretion to vote on amendments or variations to the business of the meeting or any other matters to be voted on at the meeting.

If you sign and return the form but do not give your voting instructions or specify that you want your shares withheld, the Fortis representatives will vote FOR the items of business:

Non-registered (beneficial) shareholders

By choosing to send these materials to you directly, Fortis (and not the intermediary holding the shares on your behalf) has assumed responsibility for delivering these materials to you and executing your proper voting instructions. Please return your voting instructions as specified in the voting instruction form.

Submit your voting instructions in advance

Use one of the methods provided on your voting instruction form (phone or over the internet), or simply complete the form and mail it to the address provided on the form. Your voting instruction form provides you with the right to appoint a person or company (your proxyholder) to attend the meeting and vote your shares for you.

We may use the Broadridge QuickVote™ service to assist non-registered shareholders with voting their shares over the phone, and Kingsdale may contact non-registered shareholders to help with this service. If you have questions or need help voting, please call or email Kingsdale (see page 10).

Send in your voting instructions right away

Take some time to read this circular and then vote your shares. We must receive your voting instructions by 10:30 a.m. (Newfoundland Daylight Time) on May 3, 2022 to ensure your shares are voted at the meeting.

If you are a non-registered shareholder, you will need to allow enough time for your nominee (or their representative) to receive your voting instructions and then submit them to Computershare.

If the meeting is postponed or adjourned, you must send your voting instructions at least 48 hours (not including Saturdays, Sundays and holidays) before the time the meeting is reconvened. The Chair of the meeting can waive or extend the proxy cut-off time without any advance notice.

Questions?

Call Kingsdale at:

Or send an email to: contactus@kingsdaleadvisors.com

Voting in real time

Voting in person at the meeting

Registered shareholders – Check in with a Computershare representative when you arrive at the meeting. Do not fill out the proxy form because you will be casting your vote at the meeting.

Non-registered (beneficial) shareholders – Print your name in the space provided on the voting instruction form to appoint yourself as proxyholder, and follow the instructions from your nominee. Check in with a Computershare representative when you arrive at the meeting. Do not submit your vote using your voting instruction form because your vote will be taken at the meeting.

Voting virtually at the meeting

Registered shareholders

If you want to vote your shares virtually in real time, print your name in the space provided on the proxy form in your package of materials to appoint yourself as proxyholder. Then date and sign the form and return it to Computershare.

If you want to appoint someone else to attend the meeting virtually and vote your shares for you (third-party proxyholder), print the name of the person or company you are appointing in the space provided on the proxy form in your package of materials. Then date and sign the form, and submit your form to Computershare by internet, phone or mail (see page 9) by 10:30 a.m. (Newfoundland Daylight Time) on May 3, 2022.

After you submit the form to Computershare, you MUST register your third-party proxyholder with Computershare. Go to http://www.computershare.com/Fortis by 10:30 a.m. (Newfoundland Daylight Time) on May 3, 2022 to register your third-party proxyholder and provide the contact information required.

Computershare needs this information so it can confirm the registration and send an email notification with a control number. Your proxyholder needs the control number in order to vote your shares in real time. Your third-party proxyholder should receive the email notification after 10:30 a.m. (Newfoundland Daylight Time) on May 3, 2022.

Your proxyholder must vote your shares according to your instructions, but will have discretion to vote on amendments or variations to the business of the meeting or any other matters to be voted on at the meeting.

Non-registered (beneficial) shareholders

If you want to vote your shares virtually in real time, print your name in the space provided on your voting instruction form to instruct your nominee to appoint you as proxyholder (third-party proxyholder). Follow the instructions from your nominee for submitting the form, or use one of the methods provided on your voting instruction form (usually phone or over the internet). If you are a U.S. beneficial shareholder and you have received a legal proxy form from your nominee, you must mail your form to Computershare in Toronto (see page 9) or email it to USLegalProxy@computershare.com.

After you submit the form to your nominee, you MUST register yourself as a third-party proxyholder with Computershare. This step also applies if you are a U.S. beneficial shareholder and submitted your proxy form directly to Computershare.

Go to http://www.computershare.com/Fortis by 10:30 a.m. (Newfoundland Daylight Time) on May 3, 2022 to register yourself and provide your contact information. Computershare requires this information so it can confirm the registration and send you an email notification with a control number. You need the control number in order to vote your shares in real time.

You should receive your email notification after 10:30 a.m. (Newfoundland Daylight Time) on May 3, 2022.

Appointing a proxyholder

You have the right to appoint a person or entity (your proxyholder) to attend the meeting and vote your shares for you. Your proxyholder does not need to be a shareholder, but this person or company must attend the meeting (in person or virtually) and vote on your behalf.

If you are a registered shareholder and you are appointing someone other than the Fortis representatives named in the proxy form to be your proxyholder (third-party proxyholder), or you are a non-registered (beneficial) shareholder and you are instructing your nominee to appoint you as proxyholder (third-party proxyholder), you must register them with Computershare AFTER you have submitted your proxy form to Computershare or your voting instruction form to your nominee.

If you do not register the third-party proxyholder, they will not receive a control number and they will NOT be able to participate in the meeting and vote your shares.

Participating in the meeting virtually

Use your smartphone, tablet or computer to participate in the meeting.

Participating in the meeting means you can vote your shares in real time, ask questions and engage with management, members of the board and other shareholders.

Only registered shareholders and duly appointed proxyholders can vote at the meeting.

Checklist for voting virtually

You will need the following to access the meeting:

Stay connected after you log in

After you log in to the meeting, remember to stay connected to the internet so you can vote when the balloting begins. See the user guide at the back of the circular for details about how to follow the proceedings, vote and ask questions.

Attending the meeting as a guest

You are not allowed to vote if you attend the virtual meeting as a guest. You can only watch or listen to the meeting.

Changing your vote

If you change your mind about how you want to vote your shares, you can revoke your proxy in one of the following ways, or by any other means permitted by law.

If you are a registered shareholder:

You can also attend the meeting and change your vote. Using your control number to log in to the meeting virtually means you will be revoking all previously submitted proxies and will have the opportunity to vote by online ballot on any voting items. If you do not revoke any previously submitted proxies, you will not be able to participate in the meeting.

If you are a non-registered shareholder and have submitted your voting instructions, follow the instructions provided by your nominee.

Confidentiality and voting results

Proxy votes are tabulated by our transfer agent so individual shareholder votes are kept confidential.

The voting results will be available after the meeting on our website (www.fortisinc.com), and on SEDAR (www.sedar.com) and EDGAR (www.sec.gov).

Receiving paper copies of the meeting materials

You can ask for free paper copies of this circular and the proxy form or voting instruction form to be sent to you by mail.

To receive paper copies before the meeting

If you want to receive copies before the meeting and voting deadline, make your request right away to allow enough time for the items to be delivered to you. You will need the control number on your proxy form or voting instruction form to make the request. Requests must be made by April 21, 2022.

If you have a 15-digit control number

• Call 1.866.962.0498 (toll-free within North America) or +1.514.982.8716 (outside North America)

• Enter the control number as it appears on your proxy form or voting instruction form

If you have a 16-digit control number

• Call 1.877.907.7643 (toll-free)

• Enter the control number as it appears on your proxy form or voting instruction form

To receive paper copies after the meeting

Requests can be made up to one year from the date the meeting materials are posted on our website (www.fortisinc.com).

If you have questions about notice and access or want to order paper copies of the meeting materials after the meeting, please contact Kingsdale (see page 10) or write to our Executive Vice President, Chief Legal Officer and Corporate Secretary:

Fortis Inc.

Fortis Place, Suite 1100

5 Springdale Street, PO Box 8837

St. John’s, NL A1B 3T2

Canada

What the meeting will cover

You will receive an update on our 2021 financial performance and vote on at least four items of business. An item is approved if a simple majority (50% plus one) of shares represented in person or by proxy at the meeting are voted FOR a resolution, except for the election of directors (see the note below about our majority voting policy for electing directors).

Except as described below, none of our officers or current directors have any material interest, direct or indirect, in any matter to be acted on at the meeting.

Quorum

We must have a quorum at the beginning of the shareholder meeting for it to proceed and to transact business. This means we must have two people present who together hold, or represent by proxy, at least 25% of our shares issued and outstanding as of the record date.

1. Receive the financial statements

We will present our consolidated financial statements for the year ended December 31, 2021 together with the auditors’ reports. We mailed our consolidated financial statements to beneficial shareholders who requested a copy and a notice to all registered shareholders with information about how they can access the document online. You can find a copy of the consolidated financial statements in our 2021 annual report, on our website (www.fortisinc.com) and on SEDAR (www.sedar.com) and EDGAR (www.sec.gov).

2. Elect directors (see page 17)

You will vote to elect 13 directors to the board this year. The 13 nominees are:

Tracey C. Ball

Pierre J. Blouin

Paul J. Bonavia

Lawrence T. Borgard

Maura J. Clark

Lisa Crutchfield

Margarita K. Dilley

Julie A. Dobson

Lisa L. Durocher

Douglas J. Haughey

David G. Hutchens

Gianna M. Manes

Jo Mark Zurel

Twelve of the nominees currently serve on the board. Lisa Crutchfield has been nominated for the first time and currently does not serve as a Fortis director. As disclosed in our 2021 management information circular, in 2020 the board, on the recommendation of the governance and sustainability committee, approved a two-year extension of Douglas J. Haughey’s maximum term limit to manage the transitions of the Chair and CEO roles. You can read about each nominated director beginning on page 18, our policy on director tenure on page 54 and the board chair selection committee, an ad hoc committee established by the board in 2021, on page 36.

If for any reason any of the nominated directors is unable to serve as a director of Fortis, the persons named in the enclosed proxy form reserve the right to nominate and vote for another nominee at their discretion, unless the shareholder has specified in their proxy form that their shares are to be withheld from voting for the election of directors.

Majority voting policy

A nominee must receive more FOR than WITHHOLD votes to serve as a director on our board (see page 17 for details).

The board and management recommend that you vote FOR the nominated directors.

3. Appoint the auditors

The board, on the recommendation of the audit committee, proposes that shareholders appoint Deloitte LLP as our independent auditors to hold office for a one-year term until the close of our next annual meeting of shareholders.

In 2017 the audit committee conducted a comprehensive tender process for the external audit engagement, and put forward Deloitte LLP as the auditors based on the qualifications of its audit team, its use of technology and an independence assessment. The audit committee annually reviews and evaluates the qualifications, independence and performance of the external auditors.

The board negotiates the fees to be paid to the auditors. Fees are based on the complexity of the engagement and the auditors’ time. Management believes the fees negotiated in 2021 are reasonable and comparable to fees charged by other auditors providing similar services.

Formal review process

As a good governance practice, the audit committee uses a formal tender process to select our external auditors and reviews the performance of the external auditors annually.

The table below shows the fees paid to Deloitte LLP in the last two years:

The board and management recommend that you vote FOR the appointment of Deloitte LLP as our auditors and FOR the authorization of the board to set the auditors’ fees for 2022.

4. Have a say on executive pay (see page 57)

As part of our commitment to strong corporate governance, the board is holding an annual advisory vote on our approach to executive compensation. While the results of the vote are not binding on the board, the board will take the results into account when considering compensation policies, practices and decisions, as well as topics to be discussed as part of its engagement with shareholders on compensation and related matters.

The board believes our executive compensation policies and practices closely align the interests of executives and shareholders and are consistent with corporate governance best practices in Canada. Last year, 97.13% of the votes were cast in favour of our approach to executive compensation.

You can vote FOR or AGAINST the resolution:

RESOLVED THAT:

On an advisory basis and not to diminish the role and responsibilities of the board of directors of Fortis, the shareholders accept the approach to executive compensation as described in the compensation discussion and analysis section of this circular.

The board and management recommend that you vote FOR the non-binding advisory vote on our approach to executive compensation as described in this circular.

5. Vote on the amendment to the second amended and restated 2012 employee share purchase plan (see page 91)

Our second amended and restated 2012 employee share purchase plan (the ESPP) gives full-time and part-time employees of Fortis and its subsidiaries and affiliates, including executives, a convenient way to become Fortis shareholders and build their equity ownership. It is also an effective way for us to attract, retain and motivate employees. The plan is open to Canadian and U.S. residents and employees in other countries where such employees are allowed by law to participate.

On February 10, 2022, the board approved an amendment to the ESPP (the Plan Amendment) to increase the share reserve under the ESPP by 3,000,000 shares. Fortis reserved 4,044,664 shares for issuance from treasury pursuant to the ESPP and, as of the date of this circular, all of these shares have been issued to full-time and part-time employees of Fortis or its subsidiaries and affiliates. Since there are currently no shares available for issuance under the ESPP, implementing the amendment will result in a total of 3,000,000 shares available for issuance under the plan, representing 0.63% of the total number of shares issued and outstanding as of the date of this circular.

The Plan Amendment must be approved by a majority of votes cast in person or by proxy by shareholders at the meeting for it to take effect. The Plan Amendment was conditionally accepted by the Toronto Stock Exchange (TSX) on March 18, 2022, provided that we receive the approval of shareholders and satisfy certain customary conditions imposed by the TSX, including the filing of evidence of shareholder approval.

You can vote FOR or AGAINST the resolution:

RESOLVED THAT:

The board and management recommend that you vote FOR the resolution to approve the amendment to the second amended and restated 2012 employee share purchase plan.

Background

Shareholders first approved an employee share purchase plan in 1987, and an amended and restated version of the plan in 1994.

In May 2010, the board adopted an employee share purchase plan that allowed the plan administrator to purchase Fortis common shares on the open market rather than obtaining all the shares from treasury. In 2012 shareholders approved the ESPP in substantially the current form, subject to certain amendments approved by the board on December 6, 2016 and subsequently accepted by the TSX (the 2016 Plan Amendments). The 2016 Plan Amendments were implemented to facilitate participation by U.S. resident employees of Fortis and its subsidiaries and affiliates in the plan and did not require the approval of Fortis shareholders under the terms of the ESPP and the applicable rules of the TSX. In May 2017, Fortis shareholders approved the amendment and restatement of the ESPP to increase the share reserve under the ESPP by 2,000,000 shares.

The only amendment to the ESPP contemplated by the third amended and restated 2012 employee share purchase plan is the increase in the shares reserved for issuance under the plan by 3,000,000 shares.

Plan status

The table below provides details of the share activity under the ESPP at the end of 2021:

The next table provides details of the share activity under the ESPP as at March 18, 2022:

See Employee share purchase plan beginning on page 91 for more information about the plan and Appendix C for the complete text of the third amended and restated 2012 employee share purchase plan incorporating the proposed amendment to increase the share reserve under the plan by 3,000,000 shares.

6. Other business

Management is not aware of any other matters that may come before the meeting. If an item is properly brought before the meeting, you or your proxyholder can vote on the item as you or they see fit.

Shareholders who are entitled to vote at the 2023 annual meeting and wish to submit a proposal must make sure that we receive the proposal by February 4, 2023 in accordance with the provisions of the Corporations Act (Newfoundland and Labrador).

If you intend to nominate a person for election as a director of Fortis at an annual meeting of shareholders, other than in a shareholder proposal, the nomination must comply with the procedures set out in our advance notice by-law, available on our website (www.fortisinc.com), including providing timely and proper written notice. Shareholders approved the new advance notice by-law at our 2020 annual and special meeting of shareholders. You can read more about the by-law in our 2020 management information circular, available on our website (www.fortisinc.com) and on SEDAR (www.SEDAR.com) and EDGAR (www.sec.gov).

About the nominated directors

This year 13 people have been nominated to serve on the board. Twelve of the nominees currently serve as Fortis directors and were elected by shareholders at our 2021 annual meeting. One other nominee has been nominated for the first time: Lisa Crutchfield who is a corporate director and is Managing Principal of Hudson Strategic Advisers, LLC.

The board is led by an independent Chair and all but one of the nominated directors are independent. David Hutchens is not considered independent because he is our President and Chief Executive Officer.

You can read about the nominated directors in the profiles that follow.

Two of the nominated directors – Douglas Haughey and Gianna Manes – serve together on the board of directors of Keyera Corporation, an unrelated public company.

None of the nominations involve a contract, arrangement or understanding between a Fortis director and any other person. There is no family relationship between any of the nominated directors or executive officers.

None of the nominated directors, or their associates or affiliates, have a direct or indirect material interest (as a beneficial shareholder or in any other way) in any item of business other than the election of directors.

About majority voting

Our majority voting policy requires a nominated director who receives more WITHHELD than FOR votes to immediately tender their resignation to the board for consideration after the meeting. The board will refer the matter to the governance and sustainability committee, who will review the matter and consider all relevant factors before making a recommendation to the board. The board will consider the recommendation of the committee and accept the resignation if there are no exceptional circumstances that would warrant the director continuing to serve on the board as part of its fiduciary duties to Fortis and its shareholders, in which case the board may reject or delay the offer of resignation. A resignation does not take effect until it is accepted by the board. The director will not participate in the committee’s or the board’s deliberations. The board will make its decision within 90 days of the shareholder meeting and announce the details, including the reasons for its decision, in a news release.

This policy does not apply to a contested election of directors, where the number of nominees exceeds the number of directors to be elected, or where proxy materials have been circulated in support of the election of one or more nominees who are not included among the nominees supported by the board.

The board updated the policy in 2021. You can find a copy of the policy on our website (www.fortisinc.com).

Director profiles

The nominated directors have provided the information below about the Fortis shares or deferred share units (DSUs) they own, or exercise control or direction over, directly or indirectly. You can read more about their equity ownership beginning on page 48. We calculated the market value of their holdings using the closing price of our common shares on the TSX: $53.59 on March 19, 2021 and $60.07 on March 18, 2022.

Tracey C. Ball

Victoria, British Columbia, Canada

Corporate director

Director since May 2014

Age 64

Independent

Skills and experience

Ms. Ball retired in September 2014 as Executive Vice President and Chief Financial Officer of Canadian Western Bank Group. Prior to joining a predecessor to Canadian Western Bank Group in 1987, she worked in public accounting and consulting. Ms. Ball has served on several private and public sector boards, including the Province of Alberta Audit Committee and the Financial Executives Institute of Canada.

Ms. Ball graduated from Simon Fraser University with a Bachelor of Arts (Commerce). She is a member of the Chartered Professional Accountants of Alberta and the Chartered Professional Accountants of British Columbia. Ms. Ball was elected as a Fellow of the Chartered Professional Accountants of Alberta in 2007. She holds an ICD.D designation from the Institute of Corporate Directors.

Ms. Ball served on the board of directors of FortisAlberta from April 2011 to April 2018 and served as its Chair from February 2016 to February 2018. Ms. Ball has served as a director of FortisBC Energy and FortisBC since April 2018.

Fortis securities held (as at March 19, 2021 and March 18, 2022)

Other public company directorships (last five years)

–

(1) The board chair selection committee was established in 2021 and is an ad hoc committee of the board (see page 36).  

Pierre J. Blouin

Montreal, Quebec, Canada

Corporate director

Director since May 2015

Age 64

Independent

Skills and experience

Mr. Blouin served as the Chief Executive Officer of Manitoba Telecom Services, Inc. until his retirement in December 2014. Prior to joining Manitoba Telecom Services, Inc. as its Chief Executive Officer in 2005, Mr. Blouin held various executive positions in the Bell Canada Enterprises group of companies, including Group President, Consumer Markets for Bell Canada, Chief Executive Officer of BCE Emergis, Inc. and Chief Executive Officer of Bell Mobility.

Mr. Blouin graduated from Hautes Etudes Commerciales with a Bachelor of Commerce in Business Administration. He is a Fellow of the Purchasing Management Association of Canada.

Fortis securities held (as at March 19, 2021 and March 18, 2022)

Paul J. Bonavia

Dallas, Texas, United States

Corporate director

Director since May 2018

Age 70

Independent

Skills and experience

Mr. Bonavia resigned as Executive Chairman of UNS Energy Corporation when it was acquired by Fortis in August 2014. Prior to holding this position, Mr. Bonavia served UNS Energy Corporation in the roles of Chairman and Chief Executive Officer and Chairman, President and Chief Executive Officer since 2009. Mr. Bonavia has served on several public and private sector boards, including the Midcontinent Independent System Operator (MISO).

Mr. Bonavia graduated from Drake University with a Bachelor of Arts and from the University of Miami with a Juris Doctorate. He also attended the Advanced Management Program at Harvard Business School.

Mr. Bonavia previously served as a director of Fortis from May 2015 to February 2016.

Fortis securities held (as at March 19, 2021 and March 18, 2022)

Other public company directorships (last five years)

–

(1) The board chair selection committee was established in 2021 and is an ad hoc committee of the board (see page 36).

Lawrence T. Borgard

Naples, Florida, United States

Corporate director

Director since May 2017

Age 60

Independent

Skills and experience

Mr. Borgard is the former President and Chief Operating Officer of Integrys Energy Group and the Chief Executive Officer of each of Integrys’ six regulated electric and natural gas utilities. Mr. Borgard retired in 2015, following the successful sale of Integrys. Prior to serving as President at Integrys, Mr. Borgard served in a variety of executive roles.

Mr. Borgard graduated from Michigan State University with a Bachelor of Science (Electrical Engineering) and the University of Wisconsin-Oshkosh with an MBA. He also attended the Advanced Management Program at Harvard University Business School.

Fortis securities held (as at March 19, 2021 and March 18, 2022)

Other public company directorships (last five years)

-

Maura J. Clark

New York, New York, United States

Corporate director

Director since May 2015

Age 63

Independent

Skills and experience

Ms. Clark retired from Direct Energy, a subsidiary of Centrica plc, in March 2014 where she was President of Direct Energy Business, a leading energy retailer in Canada and the United States. Previously, Ms. Clark was Executive Vice President of North American Strategy and Mergers and Acquisitions for Direct Energy. Ms. Clark’s prior experience includes investment banking and serving as Chief Financial Officer of an independent oil refining and marketing company.

Ms. Clark graduated from Queen’s University with a Bachelor of Arts in Economics‌ and qualified as a Chartered Professional Accountant‌ in Ontario, Canada.

Fortis securities held (as at March 19, 2021 and March 18, 2022)

Lisa Crutchfield

Garnet Valley, Pennsylvania, United States

Corporate director

New nominee

Age 58

Independent

Skills and experience

Ms. Crutchfield is Managing Principal of Hudson Strategic Advisers, LLC, an economic analysis and strategic advisory firm to the energy, financial services and government sectors. Ms. Crutchfield has over 30 years of leadership experience in the energy and utility industries. Prior to founding Hudson in 2012, she was Executive Vice President and Chief Regulatory, Risk and Compliance Officer for National Grid, plc, and she held various executive roles at PECO, an Exelon Company, and Duke Energy Corporation. From 1993 to 1997, Ms. Crutchfield served as Vice Chairman on the Pennsylvania Public Utility Commission ruling on regulatory matters affecting the electric, gas, telecommunications, water and waste water industries.

Ms. Crutchfield earned a Bachelor of Arts degree in Economics and Political Science from Yale University and an MBA from Harvard Business School with distinction in Finance.

Ms. Crutchfield earned the Governance Leadership Fellow designation from the National Association of Corporate Directors (NACD).

Fortis securities held (as at March 18, 2022)

Margarita K. Dilley

Washington, D.C., United States

Corporate director

Director since May 2016

Age 64

Independent

Skills and experience

Ms. Dilley retired from ASTROLINK International LLC in 2004, an international wireless broadband telecommunications company, where she was Vice President and Chief Financial Officer. Ms. Dilley’s prior experience includes serving as Director, Strategy & Corporate Development and Treasurer for Intelsat.

Ms. Dilley graduated from Cornell University with a Bachelor of Arts, from Columbia University with a Master of Arts and from Wharton Graduate School, University of Pennsylvania with an MBA.

Ms. Dilley has served as a director of CH Energy Group since December 2004 and Central Hudson since June 2013 and has served as the Chair of those boards since January 2015.

Fortis securities held (as at March 19, 2021 and March 18, 2022)

Julie A. Dobson

Potomac, Maryland, United States

Corporate director

Director since May 2018

Age 65

Independent

Skills and experience

Ms. Dobson is Non-Executive Chairman of Telebright, Inc. a private firm established in 1989, where she oversees the development of telecom management software applications and mobile applications for the business to business and business to consumer markets. She was Chief Operating Officer at Telecorp PCS, Inc. and held various senior management positions with Bell Atlantic Corporation during her 18-year career with the company.

Ms. Dobson graduated from the College of William and Mary with a Bachelor of Science and from the University of Pittsburgh with an MBA.

Fortis securities held (as at March 19, 2021 and March 18, 2022)

Lisa L. Durocher

Whitby, Ontario, Canada

Executive Vice President, Financial and Emerging Services, Rogers Communications Inc.

Director since May 2021

Age 56

Independent

Skills and experience

Ms. Durocher leads Financial and Emerging Services at Rogers Communications. As part of the executive leadership team, she oversees Rogers Bank and develops emerging services for the company. Prior to this role, Lisa was the Chief Digital Officer at Rogers where she led the digital strategy, design and delivery for digital platforms across the consumer and enterprise businesses. Lisa has been with Rogers since 2016. Prior to joining Rogers, Lisa worked at American Express in New York City where she held several senior leadership positions over 15 years including leading global product and marketing organizations in digital payments, charge cards and travel which provided her with experience in mergers and acquisitions, product design and development and general management.

Ms. Durocher is a graduate of Wilfrid Laurier University’s Business Administration program and also sits on the board of Rogers Bank.

Fortis securities held (as at March 19, 2021 and March 18, 2022)

–

Douglas J. Haughey

Calgary, Alberta, Canada

Corporate director

Chair of the board since September 2016 ⁽¹⁾

Director since May 2009 ⁽¹⁾

Age 65

Independent

Skills and experience

From August 2012 through May 2013, Mr. Haughey was Chief Executive Officer of The Churchill Corporation, a commercial construction and industrial services company focused on the western Canadian market. From 2010 through its successful sale to Pembina Pipeline in April 2012, he served as President and Chief Executive Officer of Provident Energy Ltd., an owner/operator of natural gas liquids midstream facilities. From 1999 through 2008, Mr. Haughey held several executive roles with Spectra Energy and predecessor companies, including President and Chief Executive Officer of Spectra Energy Income Fund.

Mr. Haughey graduated from the University of Regina with a Bachelor of Business Administration and from the University of Calgary with an MBA. He holds an ICD.D designation from the Institute of Corporate Directors.

Mr. Haughey served on the board of directors of FortisAlberta from April 2010 and served as its Chair from April 2013 to February 2016.

Fortis securities held (as at March 19, 2021 and March 18, 2022)

Other public company directorships (last five years)

Keyera Corporation (since May 2013) (Lead Director, Compensation and Governance Committee)

David G. Hutchens

Tucson, Arizona, United States

President and Chief Executive Officer, Fortis Inc.

Director since January 2021

Age 55

Not independent

Skills and experience

Mr. Hutchens was appointed President and Chief Executive Officer of Fortis Inc. effective January 1, 2021.

His career in the energy sector spans more than 25 years. In January 2020 Mr. Hutchens assumed the newly created role of Chief Operating Officer of Fortis, with responsibility for overseeing our 10 utilities while remaining Chief Executive Officer of UNS Energy. In 2018 Mr. Hutchens was appointed an officer of Fortis as Executive Vice President, Western Utility Operations, overseeing our FortisBC and FortisAlberta operations while continuing to serve as President and Chief Executive Officer of UNS Energy. Prior to joining the Fortis group, he held a variety of positions at our electric and gas utilities in Arizona culminating in being named President and CEO of UNS Energy in 2014.

Mr. Hutchens earned a Bachelor of Aerospace Engineering degree and an MBA from the University of Arizona, and is a former nuclear submarine officer in the U.S. Navy.

Mr. Hutchens serves on the boards of Fortis utility subsidiaries ITC Holdings, FortisBC and FortisAlberta. He also serves on the board of the Edison Electric Institute and several other charitable and civic organizations.

Fortis securities held (as at March 19, 2021 and March 18, 2022) ⁽²⁾

Other public company directorships (last five years)

–

Gianna M. Manes

Fort Mill, South Carolina, United States

Corporate director

Director since May 2021

Age 57

Independent

Skills and experience

Ms. Manes was President and Chief Executive Officer of ENMAX Corporation, an electricity company with operations in Alberta and Maine, from 2012 until her retirement in July 2020. She has over 30 years of experience in the energy sector in Canada, the United States and Europe. Prior to joining ENMAX, she worked for Duke Energy Corporation, one of the largest integrated utilities in North America, and held a number of executive positions including Senior Vice President and Chief Customer Officer from 2008 to 2012.

Ms. Manes graduated from Louisiana State University with a Bachelor of Science in industrial engineering and from the University of Houston with an MBA. She completed the Advanced Management Program at Harvard University and holds an ICD.D designation from the Institute of Corporate Directors.

Fortis securities held (as at March 19, 2021 and March 18, 2022)

Other public company directorships (last five years)

Keyera Corporation (since May 2017) (Compensation and Governance Committee, Health, Safety and Environment Committee)

Jo Mark Zurel

St. John’s,
Newfoundland
and Labrador, Canada

Corporate director

Director since May 2016

Age 58

Independent

Skills and experience

From 1998 to 2006, Mr. Zurel was Senior Vice-President and Chief Financial Officer of CHC Helicopter Corporation. Mr. Zurel serves on several private and public sector boards, including Highland Copper Company Inc., Major Drilling Group International Inc. and served on the Canada Pension Plan Investment Board until August 2021. He also serves on the board of the Institute of Corporate Directors.

Mr. Zurel graduated from Dalhousie University with a Bachelor of Commerce. He is a Fellow of the Association of Chartered Professional Accountants of Newfoundland and Labrador. He holds an ICD.D designation from the Institute of Corporate Directors.

Mr. Zurel served as a director of Newfoundland Power from January 2008 and as Chair of that board from April 2012 until July 2016.

Fortis securities held (as at March 19, 2021 and March 18, 2022)

Other public company directorships (last five years)

Highland Copper Company Inc. (since October 2012) (Chair)

Major Drilling Group International Inc. (since September 2007) (Corporate Governance and Nominating Committee, Human Resources and Compensation Committee)

Additional information about the directors

2021 Meeting attendance

We expect directors to attend all regularly scheduled board and committee meetings, the annual meeting of shareholders and ideally any special meetings. Directors can attend virtually if they are unable to attend in person.

The table below is a summary of the 2021 meeting attendance including the annual meeting of shareholders. Due to the COVID-19 pandemic, all board and committee meetings were held virtually to respect public health guidance and protect everyone’s health and safety.

The next table summarizes the number of board and committee meetings attended by each director in 2021. Individual attendance records are provided in the director profiles beginning on page 18.

2021 Director compensation

We credit DSUs on the first day of each calendar quarter during the year, by dividing one fourth of the director’s equity retainer plus cash fees that have been elected to be paid by optional DSUs, where applicable, by the volume weighted average trading price of our common shares on the TSX for the five days ending on the grant date. We use the volume weighted average trading price of our common shares on the NYSE for the five days ending on the grant date for directors who are U.S. residents. Directors receive additional units as dividend equivalents for dividends paid on our common shares. Dividend equivalents are credited on the dividend payment date and are reinvested in additional DSUs. See page 55 for the director fee schedule.

Mr. Hutchens is not included in the table because he does not receive any director compensation. He is compensated in his role as President and Chief Executive Officer (see page 69).

Outstanding share-based awards

The next table shows details of the DSUs held by each director at the end of 2021.

Mr. Hutchens is not included in the table because he does not hold any DSUs. He is compensated in his role as President and Chief Executive Officer and receives PSUs and RSUs as part of his compensation (see page 69).

Board committees

Audit committee

Maura J. Clark (Chair)

Tracey C. Ball

Lawrence T. Borgard
Margarita K. Dilley
Douglas J. Haughey
Gianna M. Manes ⁽¹⁾

Jo Mark Zurel

100% independent

Each member of the audit committee brings significant financial expertise to the committee. All of the members meet the requirements for financial literacy under the applicable rules of the SEC and the NYSE. The board has designated Ms. Ball, Ms. Clark, Ms. Dilley and Mr. Zurel as audit committee financial experts within the meaning of Item 407(d) of Regulation S-K under the U.S. Securities Act.

The audit committee assists the board in overseeing the audit function, financial reporting, internal controls, enterprise risk management (ERM) and finance matters generally.

The committee is responsible for:

It is also responsible for overseeing and administering the following policies, all of which were updated in 2021:

You can find a complete copy of the committee mandate, which was updated in 2020, on our website (www.fortisinc.com).

Meetings can be called by the committee chair, two committee members or the external auditors. A meeting of three committee members constitutes a quorum. The committee met five times in 2021 and set aside time at each meeting to meet without management present. It also met separately with the Chief Financial Officer (CFO), internal auditor and external auditors at each meeting.

Additional information about the composition and oversight of the audit committee can be found on pages 28 and 34 of our annual information form dated February 10, 2022 on our website (www.fortisinc.com) and on SEDAR (www.sedar.com) and EDGAR (www.sec.gov).

Human resources committee

Jo Mark Zurel (Chair)

Pierre J. Blouin

Paul J. Bonavia

Lawrence T. Borgard

Margarita K. Dilley

Julie A. Dobson

Douglas J. Haughey
Gianna Manes ⁽¹⁾

100% independent

The members of the human resources committee have the necessary background and skills to provide effective oversight of executive compensation and ensure that sound compensation risk management principles are adhered to in order to align management and shareholder interests. All members have significant senior leadership experience at large organizations, as well as direct operational or functional experience overseeing executive compensation at large organizations similar in complexity to Fortis.

The human resources committee assists the board in developing sound human resources policies and practices, our executive compensation strategy and program and our leadership succession plan.

The committee is responsible for:

The committee seeks advice and special expertise from external independent consultants to help it carry out its duties. Willis Towers Watson has been engaged as the committee’s primary compensation consultant for executive compensation matters. Korn Ferry is also engaged periodically to provide job evaluation services and market compensation data. In addition, Mercer provides general pension consulting and actuarial advice.

The committee is responsible for developing, implementing and monitoring sound human resources policies. It oversees and administers the following policies, all of which were updated in 2021:

It also oversees and administers our four employee compensation plans: performance share unit plan, restricted share unit plan, 2012 stock option plan and the ESPP. You can read about these plans beginning on page 69.

You can find a complete copy of the committee mandate, which was updated in 2021, on our website (www.fortisinc.com).

Meetings can be called by the committee chair or two committee members. A meeting of three committee members constitutes a quorum. The committee met six times in 2021 and set aside time at each meeting to meet without management present.

Governance and sustainability committee

Pierre J. Blouin (Chair)

Tracey C. Ball

Paul J. Bonavia

Maura J. Clark

Julie A. Dobson

Lisa L. Durocher ⁽¹⁾

Douglas J. Haughey

100% independent

The governance and sustainability committee assists the board in overseeing our corporate governance and sustainability policies, practices and procedures, the nomination, assessment and compensation of directors, as well as oversight of our information technology infrastructure.

Members of the committee bring a mix of governance and sustainability experience through senior leadership roles in utilities and energy, regulated businesses and public policy, and directorships on the boards of Fortis subsidiaries and unrelated public companies.

The committee is responsible for:

The committee reviews all policies, mandates and position descriptions and recommends any changes or additions to the board. It oversees and administers the following policies, all of which were updated in 2021:

You can find a complete copy of the committee mandate, which was updated in 2021, as well as a copy of the code of conduct and certain other governance policies, on our website (www.fortisinc.com).

Meetings can be called by the committee chair or two committee members. A meeting of three committee members constitutes a quorum. The committee met seven times in 2021 and set aside time at each meeting to meet without management present.

Board chair selection committee (ad hoc committee of the board)  

Douglas J. Haughey (Chair)

Tracey C. Ball

Paul J. Bonavia

Gianna M. Manes

100% independent

The board chair selection committee was established in 2021 to assist the board in overseeing a process for selecting and recommending an eligible candidate to serve as Chair of the board, succeeding Douglas J. Haughey on or before his retirement, scheduled for May 2023.

Members bring a mix of governance, financial, risk management, energy, government relations and sustainability experience to the committee through senior leadership roles in utilities and energy, regulated businesses and public policy, and directorships on the boards of Fortis subsidiaries and unrelated public companies.

The committee is responsible for the following as set out in its mandate:

The committee has the discretion to engage outside advisors or experts as appropriate.

The President and Chief Executive Officer and the Executive Vice President, Chief Legal Officer and Corporate Secretary are invited to attend meetings of the committee.

Meetings can be called by the committee chair or two committee members. A meeting of three committee members constitutes a quorum. The committee met twice in 2021 and set aside time at each meeting to meet without management present.

2 Governance  

Our board and management acknowledge the critical importance of good governance practices in the proper conduct of our affairs. We routinely review our governance framework against evolving best practices to ensure we maintain our high governance standards.

Where to find it

38 Our governance policies and practices

39 About the Fortis board  

2022 MANAGEMENT INFORMATION CIRCULAR

37

Our governance policies and practices

Our governance practices comply with the corporate governance guidelines in National Policy 58-201 – Corporate Governance Guidelines and our voluntary adoption of several standards set out under SEC Rule 303 and the NYSE governance standards that apply to U.S. issuers.

Fortis is a holding company and each of our significant operating subsidiaries is governed by its own board of directors comprised of a majority of independent directors. In addition to independent directors, subsidiary boards typically include the subsidiary’s CEO for operating expertise, one or more officers of Fortis and in certain cases an executive of another Fortis operating subsidiary or a Fortis director. This structure ensures that subsidiary boards provide effective independent oversight and administration of their governance and operations with regard to their particular customer needs, regulatory environment and business objectives, while operating within the broad parameters of Fortis policies and best practices.

Fortis is committed to meeting all requirements regarding the disclosure of material information. Our disclosure policy, updated in 2021, sets out principles and procedures to ensure that our disclosure is consistently timely, accurate and broadly disseminated in accordance with applicable law.

Certain of our governance policies are available on our website. You can find a detailed description of how our corporate governance practices align with the applicable rules and standards of the Canadian Securities Administrators and the TSX in Appendix A.

About the Fortis board

Our board of directors is responsible for the stewardship of Fortis and its businesses. The Chair of the board is an independent director and is responsible for providing leadership to the board.

The board works closely with the President and Chief Executive Officer, who has primary responsibility for executive leadership and management of the business.

Three standing committees help the board carry out its responsibilities, and all three committees are made up of independent directors. The Chair of the board is a member of each committee for continuity and consistency. The board, on the recommendation of the governance and sustainability committee, appoints the committee chairs and the positions generally rotate every four years.

Each committee has a written mandate that sets out its responsibilities and areas of focus. Each committee regularly reviews its mandate to ensure it reflects best practices and applicable regulatory requirements.

Committee mandates, along with the position descriptions of the Chair of the board and the President and Chief Executive Officer, are reviewed every two years with the last review in 2020. Changes to committee mandates are approved by the governance and sustainability committee and the board. The committee reports in this circular set out the governance policies under their respective areas of responsibility.

In 2021 the board chair selection committee was established as an ad hoc committee of the board to assist in overseeing a process for selecting and recommending an eligible candidate to serve as the next Chair of the board, succeeding Douglas J. Haughey on or before his retirement, which is scheduled for May 2023 (see pages 36 and 54).

The board and the committees each meet without management present at every meeting. Mr. Hutchens is not a member of any board committee but is invited to attend committee meetings in his capacity as President and Chief Executive Officer of Fortis. There is no executive committee of the board.

You can read more about meeting attendance on page 31 and the board committees beginning on page 33.

Independence

We believe an effective board must have a majority of independent directors.

Our articles require a minimum of three and maximum of 15 directors on the board. This year we have 13 nominated directors for election at the annual and special meeting.

The board has determined that 12 of the 13 nominated directors are independent and meet the definition in National Instrument 52-110 – Audit Committees and the independence requirements set out in Sections 303A.02 and 303A.07 of the New York Stock Exchange Listed Company Manual.
Mr. Hutchens is not independent because he is our President and Chief Executive Officer.

The board meets without its non-independent directors at every meeting.

Position descriptions

We have formal position descriptions for the Chair of the board and the President and Chief Executive Officer that set out their roles and responsibilities.

The role and responsibilities of the committee chairs are described in the mandate for each board committee.

Copies of the position descriptions and committee mandates are posted on our website (www.fortisinc.com).

Delivering a cleaner energy future

We are committed to delivering safe and reliable electricity and natural gas to our customers and are working hard to deliver a cleaner energy future.

In September 2020 we announced a corporate-wide target to reduce Scope 1 carbon emissions 75% by 2035, compared to 2019 levels. The governance and sustainability committee oversees our sustainability activities, reporting and our activities and progress in reaching this goal. You can read more about the committee on page 35 and the new carbon reduction measure included in our 2021 annual incentive on pages 79 and 80.

External advice

Fortis pays the cost of any independent external advisors retained by the board or committees.

2022 MANAGEMENT INFORMATION CIRCULAR

39

Independent reporting requirements

Our significant operating subsidiaries (FortisBC Energy, ITC, and TEP) as well as FortisBC, FortisAlberta, Newfoundland Power and Caribbean Utilities are reporting issuers with independent governance and reporting obligations under Canadian or U.S. securities laws. Accordingly, each of these subsidiaries has established an audit committee and human resources committee in accordance with applicable rules and policies about matters such as independence and financial literacy.

The boards and relevant committees of each of these subsidiaries also independently prepare and publicly file continuous disclosure documents in accordance with securities rules and form requirements which include, among other things, financial statements and management discussion and analysis (MD&A). The public filings of, or on behalf of, each reporting issuer subsidiary can be accessed on SEDAR (www.sedar.com) or, in the case of ITC and TEP, on EDGAR (www.sec.gov).

Role and responsibilities

The board is responsible for ensuring effective leadership and for providing oversight in several key areas, including strategy, succession planning, leadership diversity, risk management, sustainability and corporate governance. The board establishes our fundamental policies and standards for business operations, and supervises and evaluates our overall performance and achievement of goals.

Strategy

The board oversees our strategic planning process, reviews and approves the strategic plans and monitors our progress against our five-year business plan. Time is set aside at each regularly scheduled board meeting to discuss our strategy, our progress and to address and prioritize developments, opportunities and issues that may arise throughout the year.

The board holds an annual strategy session to review and set expectations for growth, identify and consider growth opportunities and provide input on a broad range of risks and risk mitigation measures. In addition to hearing from management, we periodically invite external speakers to provide views on trends and issues that may have an impact on our strategy and risk profile.

The annual session, along with regular progress updates, education sessions and discussions, facilitates clear communication between the board and senior management about our strategy and helps the board ensure that the strategy aligns with stakeholder interests.

Leadership succession

The board considers succession planning for the President and Chief Executive Officer and other executive positions as a continual process, and it is one of its most critical functions. This includes an interim CEO succession plan in the event of an emergency situation.

David Hutchens was appointed President and Chief Executive Officer effective January 1, 2021 following a comprehensive process that included a review of the board’s long-term CEO succession plan, a scan of the utility industry market, and evaluation of potential candidates with the support of an independent consultant.

The human resources committee and the board regularly work on succession planning and our talent management program is an integral part of their efforts. The program enhances our ability to identify, develop and assess individuals across Fortis who may be candidates for executive positions in the future. External candidates are also periodically considered when filling executive roles to ensure we are attracting the best talent.

We announced two executive leadership changes in the last year: the retirement of James P. Laurito, Executive Vice President, Business Development and Chief Technology Officer effective December 31, 2021 after a very successful career in the energy sector, and the appointment of Gary J. Smith, formerly Executive Vice President, Eastern Canadian and Caribbean Operations, to the new position of Executive Vice President, Operations and Innovation effective
January 1, 2022.

Mr. Smith has held leadership roles in energy delivery, operations and customer service during his three decades with the Fortis organization and will lead our innovation priorities and build on our work to foster an innovative culture throughout the Fortis group of companies. He will continue to oversee our Eastern Canadian and Caribbean operations and our cybersecurity and technology functions.

Leadership diversity

We recognize the value of having a diverse leadership team. Assembling a team with different experiences, perspectives and ideas mitigates the likelihood of group-think bias and improves decision-making. We also believe that it’s important for our leaders and employee base to reflect the diversity of the communities we serve.

The board and executive diversity policy sets out our philosophy with respect to diversity on the board (see page 50) and in executive leadership.

The board has not set specific representation targets for the leadership team when identifying potential candidates for executive officer positions. However, the board considers diversity when identifying potential candidates for executive officer positions to ensure that a representative list of candidates, including women, is included in the group of prospective candidates.

Diversity is a key factor in our hiring practices and our corporate-wide talent management strategy, which seeks to identify, mentor and develop current executives and employees for more senior positions in the Fortis organization. Diversity includes, but is not limited to, women, Indigenous persons, persons with disabilities and members of visible minorities (see About our practices below). The human resources committee is responsible for ensuring that we respect the objectives of the diversity policy when implementing our talent management strategy and when identifying and evaluating external candidates for executive leadership positions.

Women currently represent 45% of the executive leadership team at Fortis. As of March 3, 2022, Jocelyn Perry was one of only eight female CFOs represented in the TSX 60 and she and Nora Duke, EVP, Sustainability and Chief Human Resources Officer (CHRO) were two of just 23 female named executive officers in the TSX 60 group of companies.

Women currently represent 45% of our executive leadership team, including Jocelyn Perry and Nora Duke, two of our named executive officers.

We are a signatory to the 30% Club Canada, a group of board chairs and CEOs committed to better gender balance at the board and senior management levels. The club recognizes that greater diversity leads to better governance and business outcomes and, as a signatory, Fortis commits to meaningful, sustainable gender balance in our leadership.

We completed a diversity survey of our Fortis executives enterprise-wide in the first quarter of 2022 to better understand the diversity profile of our most senior leaders. Over 90 executives across the Fortis group, in Canada, the United States and the Caribbean, participated in the survey, which included those at the level of Chief Executive Officer, Executive Vice President, Senior Vice President and Vice President.

Fortis named a gender diversity leader two years in a row

In 2021 Fortis was once again named an honouree, recognized by the Globe & Mail’s Report on Business magazine as one of only 71 corporations in Canada at the forefront of women in leadership positions. Launched in 2020, Women Lead Here is an annual benchmark for gender diversity in Canada.

Fortis-wide diversity council

In 2020 we established a Diversity, Equity and Inclusion Advisory Council with diverse, senior-level representation from across Fortis to guide our inclusion and diversity strategy and implementation.

In 2021 the council completed foundational work and advanced initiatives related to racial equity and our workforce diversity surveys.

The graphic below shows the diversity representation of executives across the Fortis group.

(1)  Approximately 2% of Fortis group executives self-identified as having a disability and 2% self-identified as veterans.

(2)  Representation of ethnic groups other than White/Caucasian is more predominant for executives in the Caribbean.

(3)  Includes 5% of Fortis group executives who represent two or more ethnicities and approximately 1% who did not wish to self-identify.

Establishing baseline diversity representation for our enterprise-wide executive team is critical to understanding our current profile and will support the development of executive diversity representation targets.

Details about diversity representation at Fortis over the past three years are provided in our 2021 sustainability update. This document and our board diversity policy are available on our website (www.fortisinc.com).

About our practices

We adopted an inclusion and diversity commitment, which more broadly demonstrates our commitment across all of our operating utilities to create a workplace that values and encourages inclusion and diversity. We refer to this organization-wide pledge in our code of conduct, which was updated in 2021 and applies to everyone at Fortis (see page 48).

We comply with all applicable equal opportunity, human rights and non-discrimination laws that apply, as well as applicable occupational health and safety and labour standards laws. We support the spirit and intent of international human rights conventions such as the United Nations’ Universal Declaration of Human Rights and the International Labour Organization’s Declaration on Fundamental Principles and Rights at Work.

We do not discriminate in our hiring practices and we work hard to make sure that our people are treated fairly, compensated appropriately and promoted without discrimination.

The Fortis leadership team has personally committed to demonstrate leadership in advancing inclusion and diversity, fostering an inclusive culture based on merit and free of conscious or unconscious bias.

In 2020 Fortis signed the BlackNorth Initiative, joining other Canadian public companies in a pledge to take deliberate action to address systemic anti-Black racism and build on our commitment to be an inclusive and diverse workplace.

New diversity measure in annual incentive plan in 2022

In 2022 we are introducing a new diversity, equity and inclusion (DEI) measure to the corporate performance assessment under our annual incentive plan (see page 60).

The new measure supports our continued advancement on diversity and our commitment to engagement, training and understanding our diversity profile.

Committed to high standards

We strive to treat people equally, without differentiating based on race, nationality, culture, ethnicity, Indigenous status, colour, religion, age, gender identity and expression, marital status, family status, sexual orientation, political belief, source of income, ability and disability or disfigurement in our employment practices or hiring of contractors or third-party providers.

Fortis Leadership Lab

In 2021 we established the Fortis Leadership Lab to develop our talent pipeline and further encourage an innovative culture. The lab serves as a hub for talent management and our development program for employees early in their leadership progression.

Risk management

Our business is highly regulated and managing our financial and business risks is one of our primary objectives.

Fortis is a holding company and each of our significant operating subsidiaries is governed by its own board of directors with a majority of independent directors. This structure provides a focused, primary level of risk management oversight and governance, while operating within the broad parameters of our policies, guidelines and best practices. Given the regulated nature of the utility industry, the governance policies and compliance reporting of the operating subsidiaries are subject to significant regulatory scrutiny in each of their respective jurisdictions.

The board is responsible for understanding the material risks of our business and the mitigation strategies, and for taking reasonable steps to ensure that management has an effective risk management system in place relative to our risk profile so we can achieve our strategic objectives. This includes an increased focus on sustainability risk enterprise-wide to ensure proper oversight and good governance generally.

Cross-committee membership strengthens risk oversight and reinforces good governance. For example, two members of the audit committee are also members of the governance and sustainability committee and another two members of the audit committee are members of the human resources committee. The Chair of the board is a member of each board committee for continuity and strong oversight.

About ERM

The board, through the audit committee, oversees our enterprise risk management program. Senior management at Fortis and our subsidiaries seek to identify and manage all material risks facing the business by applying a common risk management framework. ERM at the subsidiary level is overseen by each subsidiary’s board – most are composed of a majority of independent directors.

Every year the board receives an ERM risk assessment report prepared by management that outlines strategic risks and related risk mitigation strategies. Material risks identified at the subsidiaries form part of the risk assessment. Management assesses the risk profile quarterly and provides updates to the board throughout the year.

In 2021 the board continued to monitor risks posed by the COVID-19 pandemic, including health and safety of employees and customers and operational and financial risk, while continuing to focus on our capital projects and our focus areas for growth, as well as expectations related to ESG performance. As part of our regular policy review process, the board approved updates to our governance policies in 2021 to ensure continued strong risk oversight, including our disclosure, anti-corruption and speak up policies, those related to our internal audit function, political engagement and guidelines for hiring employees of the independent auditor, among others. See the committee reports beginning on page 33 for more information.

About environmental and social (E&S) risk

We incorporate climate-related risks in our ERM program and our methodology for assessing business risks captures the long-term nature of climate change.

We recently released our first TCFD report which includes a consolidated climate risk assessment of four climate change scenarios at our five largest subsidiaries.

Our annual incentive plan includes sustainability measures (see pages 79 and 80). Beginning in 2022, both our annual incentive plan and our PSU plan will have sustainability measures, including measures relating to carbon reduction and climate change (see page 60).

Related party transactions

The audit committee, on behalf of the board, is responsible for overseeing all related party transactions, which means any transaction between Fortis and an executive officer, director, principal shareholder or their immediate family members. The committee reviews all related party transactions and discusses details with management and others as it deems appropriate. The audit committee must approve all related party transactions and related disclosure. You can read more about the audit committee on page 33.

2022 MANAGEMENT INFORMATION CIRCULAR

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You can find a more comprehensive discussion of risk management in our 2021 MD&A beginning on page 36 of our 2021 annual report. The annual report is available on our website (www.fortisinc.com) and on SEDAR (www.sedar.com) and EDGAR (www.sec.gov).

Cybersecurity risk management

Our cybersecurity strategy is based on the fundamental pillars of our cybersecurity risk management program (CRMP), increased information sharing and building a culture of security.

Each Fortis utility and the corporate head office has adopted an enterprise-wide CRMP that allows for the identification, measurement, monitoring and management of cybersecurity risks throughout the company. Through board and management oversight, our cybersecurity strategy supports effective enterprise risk management and creates investment opportunities in our subsidiaries.

Our Vice President, Chief Information Officer coordinates the CRMP program with the leaders of each subsidiary’s IT group. The program mirrors the structure of our ERM framework and focuses on key risks including asset and identity management, threat and vulnerability analysis, situational awareness, information sharing, incident response, supply chain and insider threats. These processes are audited to top information security standards and/or are audited by third party providers. We have an information security risk insurance policy.

Our governance and sustainability committee, on behalf of the board, is responsible for oversight of cybersecurity and receives a report on cybersecurity and technology at each regularly scheduled meeting. Fortis has not had any reportable cybersecurity breaches since we began reporting on cybersecurity in 2018.

Sustainability

We pride ourselves on being a safe and reliable energy provider for our customers and the communities we serve and we are committed to doing our part to make progress on the most pressing sustainability issues.

We believe progressive sustainable practices are good for our business, employees, customers and all our stakeholders. We are primarily a transmission and distribution company so our environmental footprint is relatively small compared to our peers, however, we are strongly committed to conducting our business in an environmentally responsible way. We use sound environmental judgment in our decision-making, planning and operations to meet the existing and future energy needs of our customers.

We have been making steady progress on our path to delivering cleaner energy, focusing on:

In October 2021 we announced our new five-year capital plan of $20 billion, our largest capital plan to date. The new capital plan invests in our energy infrastructure and supports a cleaner energy future: 85% of the new plan consists of relatively small projects with the remainder focused on 11 major capital projects, and $3.8 billion of the capital plan relates to investments that reduce carbon emissions, water usage or increase customer energy efficiency.

In September 2020 we announced a corporate-wide target to reduce Scope 1 carbon emissions 75% by 2035 compared to 2019 levels, underscoring our commitment to sustainability and industry leadership with a shorter timeframe for emissions reduction. The pace of our planned emissions reduction is well below the two-degree Celsius pathway and is aligned with the goals of the Paris Agreement. See below for our progress to date.

Carbon emissions target

We are demonstrating progress against our corporate-wide target to reduce Scope 1 carbon emissions 75% by 2035 compared to 2019 levels.

We achieved a 20% reduction in Scope 1 carbon emissions through 2021 relative to 2019, equivalent to taking 540,000 vehicles off the road in one year and supporting our 75% reduction target by 2035. In addition:

Beyond reducing Scope 1 emissions, all of our utilities are focused on improving their environmental footprint, including reducing their Scope 2 and 3 emissions. By 2035, 99% of our business will be focused on energy delivery and renewable, carbon-free generation with a coal-free generation mix by 2032. You can read more about the carbon emissions reduction target and our progress in our 2021 annual report on our website (www.fortisinc.com) and our cleaner energy initiatives in our 2021 sustainability update and on the websites of the Fortis utilities.

Our sustainability commitment

At Fortis, we focus on conducting business in a responsible manner and protecting the environment for future generations. To measure our progress, we regularly set and review sustainability focused objectives, targets and programs with a commitment to continuous improvement.

2021 highlights

You can read more about sustainability at Fortis in our 2021 sustainability update on our website (fortisinc.com).

We produce a comprehensive sustainability report every two years and report annually on key performance indicators. The report covers our 10 utility operations throughout North America and contains information and data on the environment, governance, customers, our people and community engagement. Our most recent sustainability update was released in July 2021 and includes information about our progress on reducing carbon emissions, updated sustainability key performance indicators and alignment with SASB standards, our support of TCFD and COVID-19 measures taken throughout the Fortis organization to support our people. Fortis became an official TCFD supporter in July 2021 and is committed to fully implementing the TCFD recommendations. A consolidated climate risk assessment has been completed at the five largest Fortis utilities. Climate-related risks and opportunities identified during the assessment are included in the first Fortis 2022 TCFD and climate assessment report, which was released in March 2022. All of our sustainability reports and updates are available on our website (www.fortisinc.com).

Board oversight

Our governance and sustainability committee receives a report on sustainability at each regularly scheduled meeting. It reviews our short- and long-term sustainability objectives and our progress against these objectives, programs and practices designed to promote sustainability, and advises the board on the status and adequacy of efforts to ensure business is conducted in a manner that meets high standards of sustainability.

Subsidiary sustainability

Fortis and its subsidiaries share a commitment to the environment, health and safety in our operations and we strive for continual performance improvement. Each operating subsidiary has a comprehensive environmental management program aligned with ISO 14001 and regularly sets and reviews environmental objectives, targets and programs.

As part of the regulatory process, each operating subsidiary continually engages with stakeholders, including community groups, regulators and customers, to discuss the environmental impact of delivering safe, reliable, efficient energy to customers in communities where we operate.

Our corporate environmental statement sets out our commitment to comply with all applicable laws and regulations relating to the protection of the environment, regularly conduct monitoring and audits of environmental management systems and seek feasible, cost-effective opportunities to decrease GHG emissions and increase renewable energy sources.

Supporting our people and responding with resilience

As we continue to navigate through the COVID-19 pandemic, employee safety remains a priority and guides every decision. We stay grounded in our responsibility to do what’s right and deliver safe and reliable energy to customers. We continue to outperform industry averages for safety and reliability performance, and safety improvements and prevention remain a top priority (see page 79 to read about our safety performance in 2021).

Strong leadership and engaged employees are key to our efforts. Our teams worked together to create new ways of operating during the COVID-19 pandemic, bringing Fortis purpose and values to the forefront. We keep decision-making local, act with agility and share lessons learned across the Fortis group in real time. Each utility has business continuity and crisis communications plans which are updated and tested on a regular basis and our four crisis response priorities established in early 2020 – health and safety, operations, working remotely and supply chain – have remained a priority focus throughout the COVID-19 pandemic.

Operating practices were adjusted based on utility needs and circumstances to keep our employees safe. We focused on several areas including workplace screening, masks and hygiene practices, workplace contact tracing, mental health and well-being and protocols for positive cases. Communications with and between employees was stepped up to include information on a wide range of issues and we enhanced employee wellness and engagement with fitness and health promotions, virtual ergonomic assessments, expansion of employee and family assistance service offerings, mental health offerings, periodic surveys and touch points, among other things. All employees across the Fortis organization are eligible to receive paid sick leave.

We have also devoted considerable attention to career development, filling roles from within to advance opportunities for our people and to support our retention efforts. Nearly two-thirds of job vacancies are filled by existing employees.

Sustainability governance at a glance

Strong industry involvement

Newfoundland Power

Sustainable electricity focuses on the environmental, economic and social aspects of the electricity business and it is Newfoundland Power’s response to the challenge of creating a sustainable tomorrow. The Fortis utility is a member of Electricity Canada and an active participant in its Sustainable Electricity Program, which promotes the integration of sustainability in business decision-making and continuous performance improvement. In 2021 Newfoundland Power received the Sustainable Electricity Company™ designation for its achievement in prioritizing sustainability practices. The designation requires utilities to conform to the internationally-recognized ISO 14001 standard on Environmental Management Systems and ISO 26000 Guidance on Social Responsibility. Companies must also pass an independent external verification. Newfoundland Power is only the 10^th company in Canada to receive this prestigious designation.

Tucson Electric Power (TEP)

TEP is planning a dramatic expansion of clean energy resources that will allow it to provide more than 70% of its power from renewable resources while reducing carbon emissions by 80% by 2035. This vision is detailed in TEP's 2020 Integrated Resource Plan (IRP), filed with the Arizona Corporation Commission. The IRP provides regulators, customers and other stakeholders with information about current resources, detailed assumptions and analyses about future energy requirements, and strategies for meeting customers’ long-term energy needs. TEP held an all day, online virtual workshop for the public and created an advisory council consisting of residential and business customers, local governments, public schools, limited-income advocates, solar installers and environmental advocates to solicit input and help create a balanced, long-term plan that helps the community achieve sustainability goals.

Energy Impact Partners

Since 2016 Fortis has been an investor in Energy Impact Partners (EIP), a global investment firm leading the transition to a sustainable future. EIP brings together leading energy and industrial companies with entrepreneurs that are facilitating the transition to cleaner energy. With over US$2 billion in assets under management, EIP is investing in all asset classes of the low carbon economy, including venture and growth, deep decarbonization and enhancing industry diversity and inclusion. Fortis’ investment in EIP is contributing valuable insights to the innovative technologies and approaches that will be needed to accelerate the clean energy transition. Visit EIP’s website (www.energyimpactpartners.com) to learn more.

More about sustainability at Fortis

Scaling solar energy

Like most islands in the Caribbean, the Turks and Caicos Islands rely heavily on imported sources of petroleum to operate its electricity generating plants. To reduce this dependency, FortisTCI is expanding its renewable generation through a 1 MW utility-scale solar photovoltaic (PV) project across its service territories. In partnership with global renewable energy consultant Rocky Mountain Institute and its Islands Energy Program, FortisTCI will own and operate five solar PV systems at various sites. FortisTCI also has a program that offers qualifying customers the opportunity to lease their rooftop space for the generation of solar energy in exchange for a credit on their monthly electricity bill.

Building a cleaner, greener grid

In April 2021 TEP’s new Wilmot Energy Center in Tucson went into service with a 100 MW solar array and a 30 MW battery energy storage system, each the largest of its kind on TEP’s local energy grid. TEP also started delivering power from its new 250 MW Oso Grande Wind project in New Mexico that month. In late 2021, the 99 MW Borderland wind farm went into service. With these new systems, TEP has the ability to produce approximately 30% of its power from renewable sources. The systems are a big part of TEP’s plan to provide more than 70% of its power from renewable resources while significantly reducing carbon emissions.

Protecting Alberta’s birds

When birds travel, or seek out power lines for perching, feeding, hunting or even nesting, they can come into contact with energized wires or equipment, risking electrocution and the potential for electrical outages and fires. FortisAlberta’s avian protection plan minimizes operational risk and protects birds by providing nesting platforms, reduced work near nests during sensitive breeding seasons, redesigned power poles and support for partners in education and conservation.

Bringing clean energy to First Nations communities

The Wataynikaneyap Transmission Power Project began construction in 2019 and is constructing approximately 1,800 kilometres of transmission lines to connect 17 remote First Nations communities to the Ontario power grid for the first time. The project is expected to be completed in 2024. The project will replace diesel generation with clean grid energy and is expected to reduce emissions by 6.6 million tonnes over 40 years. The project is also developing local workforce skills and delivering economic benefits to First Nations communities.

Strong community partnerships

Our community pillars focus on arts and culture, education and social development. In 2021 the Fortis group of companies invested more than $10 million in communities, providing support to our community pillars and COVID-19 relief efforts.

You can read more about our community investment and sustainability at Fortis in our 2021 sustainability update on our website (www.fortisinc.com).

Our expectations of directors

We expect our directors to commit a significant amount of time to their role and carry out their duties with a high degree of professionalism. Prior to a candidate’s nomination, the chair of the governance and sustainability committee and the Chair of the board meet with the candidate to discuss the specific responsibilities of serving on our board, the importance of personal integrity and ethical behaviour, the nature of work done by our board committees, the expected workload and the necessary time commitments. These discussions are revisited with each director during the annual director assessment process. This ensures all directors understand our expectations and will carry out their responsibilities in accordance with our high standards.

Integrity

We are committed to the highest standards of ethical business practice and conduct and have zero tolerance for unethical conduct or breaches of integrity,

Our board’s conduct is grounded in its duty to act in the best interests of Fortis and its stakeholders. We also expect our directors to act ethically, conduct themselves in accordance with our policies and avoid any conflicts of interest.

Our code of conduct applies to employees, officers and directors, and where feasible, to consultants, contractors and representatives of Fortis and each Fortis subsidiary. The code sets out different ways someone can report a concern or possible infringement, including methods for filing a report anonymously. The audit committee oversees the reporting process as outlined in our speak up policy, while the governance and sustainability committee oversees and administers the code and reviews it regularly.

Changes to the code are approved by the board. The code was updated in 2021 and the new version went into effect on January 1, 2022. A copy is available on our website (www.fortisinc.com) and on SEDAR (www.sedar.com) and EDGAR (www.sec.gov).

The code is supported by other policies including our anti-corruption policy, respectful workplace policy and speak up policy, all of which were updated in 2021. You can find our key policies and read more about corporate governance at Fortis on our website (www.fortisinc.com).

Accessible code of conduct