Coastal GasLink Pipeline Ltd. NEB 1.1 Jurisdiction over the Coastal GasLink Pipeline Response to Information Request Project MH-053-2018 IR Number: NEB 1.1 Category: Economic Matters Topic: Corporate Structure Reference: i) A97628-1, Coastal GasLink Pipeline Ltd., Additional Written Evidence, PDF Page 8 of 18 ii) A97628-1, Coastal GasLink Pipeline Ltd., Additional Written Evidence, PDF Page 11 of 18 iii) A93296-1, Sawyer Application, PDF Pages 16-17 of 19 iv) A97628-1, Coastal GasLink Pipeline Ltd., Additional Written Evidence, PDF Page 5 of 18 Preamble: In reference i), Coastal GasLink Pipeline Ltd. (CGL) states that it is directed separately from other TransCanada Corporation (TCC) subsidiaries. Reference ii) states that CGL is a wholly-owned subsidiary of TCC. CGL is the general partner of the Coastal GasLink Pipeline Limited Partnership (CGL LP). CGL LP is the partnership through which the Coastal GasLink Pipeline (CGL Pipeline) is being constructed. Reference iii) is a table filed by Mr. Sawyer entitled "Directors and Officers of Coastal GasLink Ltd. and Positions with TransCanada.” Reference iii) also includes a table entitled “Coastal GasLink Ltd. Senior Staff and TCPL Positions.” Reference iv) states that CGL is a wholly-owned subsidiary of TransCanada PipeLines Limited (TCPL), which in turn is a wholly- owned subsidiary of TCC. Request: a) Provide a chart reflecting the corporate structure of each of TCC, TCPL, NOVA Gas Transmission Ltd. (NGTL), as well as CGL, CGL LP and all other corporate entities that own or may operate CGL Pipeline. Include a description summarizing the ownership of each entity and the operating relationships with each other. This description and the chart must show, but not be restricted to: a.1) the ownership of each entity and the jurisdiction(s) in which each entity is registered; and a.2) the respective roles and responsibilities of each entity. b) Based on the information in a), describe what entity owns the physical assets of the Coastal GasLink Pipeline Project. March 12, 2019 Page 1 of 4 Coastal GasLink Pipeline Ltd. NEB 1.1 Jurisdiction over the Coastal GasLink Pipeline Response to Information Request Project MH-053-2018 c) Provide a list of the Board of Directors and officers (or equivalents) for TCC, TCPL, NGTL, CGL LP and CGL, including all titles. Identify any overlapping individuals and their roles in each corporate entity. c.1) Are there any individuals who overlap, and hold a role in the management teams of TCC, TCPL, NGTL, CGL LP and CGL? If yes, list the overlapping individuals and their roles in each corporate entity. Response: a) The requested chart is provided as Figure NEB 1.1-1. TCC TCPL CGL NGTL 0.02 99.98 C GL LP Note: 1. TCC is a Canada corporation and is extra-provincially registered in BC, AB, SK, MB, ON, QC, NB, NS, NL, PEI, NT, NU and YT. It is the parent corporation. 2. TCPL is a Canada corporation and is extra-provincially registered in BC, AB, SK, MB, ON, QC, NB, NS and YT. It holds Canadian assets, both provincial and federal, including NGTL, Foothills, the Mainline, PRGT, Ventures, Keystone, Grand Rapids, Northern Courier, Heartland, TransCanada Energy, midstream and marketing assets, and CGL (as shown). It is the sole limited partner of CGL LP. 3. CGL is a BC corporation and the sole general partner of CGL LP. 4. CGL LP is a limited partnership formed in Alberta and is extra-provincially registered in BC. 5. NGTL is an Alberta corporation, extra-provincially registered in BC, and owns the NGTL System. 6. Ownership in the chart is 100 percent unless otherwise indicated. Figure NEB 1.1-1: Corporate Structure March 12, 2019 Page 2 of 4 Coastal GasLink Pipeline Ltd. NEB 1.1 Jurisdiction over the Coastal GasLink Pipeline Response to Information Request Project MH-053-2018 b) Coastal GasLink Pipeline Ltd. (which is CGL in the chart above), on behalf of CGL LP, is the owner of the physical project assets. c) TCC is a publicly traded company. See Attachment NEB 1.1-1 for a report listing TCC directors and officers as of March 8, 2019. TCPL is a reporting issuer in the jurisdictions of Canada. TCPL’s shares are 100% held by TCC. Its directors and officers are identical in identity and number, and substantively the same in title, as the directors and officers of TCC. A report listing its directors and officers as of March 8, 2019 is attached as Attachment NEB 1.1-2. CGL LP is a limited partnership and does not have directors or officers, or equivalents. CGL is the general partner of CGL LP. A report listing CGL’s directors and officers as of March 8, 2019 is attached as Attachment NEB 1.1-3. A report listing NGTL’s directors and officers as of March 8, 2019 is attached as Attachment NEB 1.1-4. A table listing the directors and officers of CGL, NGTL, TCC and TCPL and illustrating the overlapping individuals between the corporations is attached as Attachment NEB 1.1-5. The positions have been further categorized into: (1) Executive Vice-President (2) Business Unit Vice-President (3) Shared/Corporate Vice-President and Secretary (4) External Directors (1) The Executive Vice-President category lists TCC’s leadership team and shows the overlap of the Executive Vice-President and President, Canadian Natural Gas Pipelines who has overall accountability for the growth, operation and profitability of TCC’s federally and provincially regulated natural gas pipeline assets in Canada. She currently holds a director or officer position on each of TCC, TCPL, NGTL, and CGL. (2) The Business Unit Vice-President category lists the persons within the Canadian Natural Gas Pipelines organization who have specific roles on TCC’s subsidiaries. There is one overlapping individual between CGL and NGTL. The president of CGL is not a director or corporate officer of NGTL, TCPL or TCC. He is primarily responsible for management of CGL, together with the internal reporting structure below him, which does not include any officer or director of NGTL, TCPL, or TCC. March 12, 2019 Page 3 of 4 Coastal GasLink Pipeline Ltd. NEB 1.1 Jurisdiction over the Coastal GasLink Pipeline Response to Information Request Project MH-053-2018 (3) The Shared/Corporate Vice-President and Secretary category lists the persons who hold special expertise but do not necessarily take part in the management of the business units owned by TCC (risk, treasurer, tax, secretary, finance, controller, law and corporate secretary, etc.). Their function is shared across all of TCC’s organization and the majority of them hold analogous officer positions on most of TCC’s subsidiaries. (4) The External Director category lists the independent directors elected to TCC and TCPL. There are no overlapping individuals. March 12, 2019 Page 4 of 4 Coastal GasLink Pipeline Ltd. Jurisdiction over the Coastal GasLink Pipeline Project Attachment NEB 1.1 TCC Officers Directors/Officers Report As of March 08, 2019 TransCanada Corporation Directors Kevin E. Benson Director Stephan Cretier Director Russell K. Girling Director S. Barry Jackson Director Randy Limbacher Director John E. Lowe Director Paula Rosput Reynolds Director Mary Pat Salomone Director Indira V. Samarasekera Director D. Michael G. Stewart Director Siim A. Vanaselja Director Thierry Vandal Director Officers Russell K. Girling President Chief Executive Officer Siim A. Vanaselja Chair of the Board Stanley G. Chapman III Executive Vice-President and President, U.S. Natural Gas Pipelines Kristine L. Delkus Executive Vice-President, Stakeholder Relations and General Counsel Wendy L. Hanrahan Executive Vice-President, Corporate Services Donald R. Marchand Executive Vice-President and Chief Financial Officer Paul E. Miller Executive Vice-President, Technical Centre and President, Liquids Pipelines Francois L. Poirier Executive Vice-President, Corporate Development and Strategy and President, Mexico Natural Gas Pipelines and Energy Tracy A. Robinson Executive Vice-President and President, Canadian Natural Gas Pipelines Gloria L. Hartl Vice-President, Risk Management Dennis P. Hebert Vice-President, Taxation Directors/Officers Report - v.3 Generated 03/08/2019 8:39:26 AM Page1of2 March 2019 Coastal GasLink Pipeline Ltd. Jurisdiction over the Coastal GasLink Pipeline Project Attachment NEB 1.1 TCC Officers Directors/Officers Report As of March 08, 2019 TransCanada Corporation R. Ian Hendy Vice-President and Treasurer Joel E. Hunter Senior Vice-President, Capital Markets Christine R. Johnston Vice-President, Law and Corporate Secretary G. Glenn Menuz Vice-President Controller Directors/Officers Report - v.3 Generated 03/08/2019 8:39:26 AM Page2of2 March 2019 Coastal GasLink Pipeline Ltd. Attachment NEB 1.1-2 Jurisdiction over the Coastal GasLink Pipeline Project TCPL Officers Directors/Officers Report As of March 08, 2019 TransCanada PipeLines Limited Directors Kevin E. Benson Director Stephan Cretier Director Russell K. Girling Director S. Barry Jackson Director Randy Limbacher Director John E. Lowe Director Paula Rosput Reynolds Director Mary Pat Salomone Director Indira V. Samarasekera Director D. Michael G. Stewart Director Siim A. Vanaselja Director Thierry Vandal Director Officers Russell K. Girling Chief Executive Officer President Siim A. Vanaselja Chair of the Board Stanley G. Chapman III Executive Vice-President and President, U.S. Natural Gas Pipelines Kristine L. Delkus Executive Vice-President, Stakeholder Relations and General Counsel Wendy L. Hanrahan Executive Vice-President, Corporate Services Donald R. Marchand Executive Vice-President and Chief Financial Officer Paul E. Miller Executive Vice-President, Technical Centre and President, Liquids Pipelines Francois L. Poirier Executive Vice-President, Corporate Development and Strategy and President, Mexico Natural Gas Pipelines and Energy Tracy A. Robinson Executive Vice-President and President, Canadian Natural Gas Pipelines Gloria L. Hartl Vice-President, Risk Management Dennis P. Hebert Vice-President, Taxation Directors/Officers Report - v.3 Generated 03/08/2019 8:42:12 AM Page1of2 March 2019 Coastal GasLink Pipeline Ltd.