Kathy C. Penney

Conflict of interest screens are preventive compliance measures, agreed upon pursuant to section 29 of the Conflict of Interest Act (Act) by a public office holder and the Conflict of Interest and Ethics Commissioner, to assist public office holders in avoiding conflicts of interest. Screens also seek to minimize the possibility of conflicts arising between the public duties of the public office holder and their private interests or those of their relatives and friends.
The Conflict of Interest and Ethics Commissioner and I have agreed that a conflict of interest screen is an appropriate compliance measure for me, aimed at preventing any opportunity to further the private interests of my relative, Mr. Ben Pike, employee of South Bow Corporation or to give preferential treatment to South Bow Corporation, while I exercise my official powers, duties and functions as a reporting public office holder.
Accordingly, I have agreed to recuse from any discussion, decision, debate or vote in relation to South Bow Corporation. I also agree not to have any communication with government officials in relation to any matter or decision-making affecting my relative's private interests.
This screen is administered by the Secretary of the Commission for Canadian Energy Regulator to ensure that I am neither made aware of nor participate in any official matters or decisions-making processes involving my relative's private interests, unless their interest in the decision or matter is of general application.
The members of the staff of Canadian Energy Regulator, Members of the Commission as well as the Board Members of the Commission have been informed in writing about this conflict of interest screen.
I have undertaken to inform the Conflict of Interest and Ethics Commissioner at the earliest opportunity of all changes of which I become aware that relate to or should form part of the above list of matters caught by this screen.
If I am made aware of a matter forming part of this screen or any such matter comes before me, I am required under section 21 of the Act to recuse myself from that matter.
I must so inform the Conflict of Interest and Ethics Commissioner and, where appropriate, make a public declaration of recusal pursuant to subsection 25(1) of the Act.

On January 30, 2024, I recused myself from any discussion, decision, debate or vote concerning a matter involving TC Energy companies in order to avoid any opportunity to further the private interest of my son, Ben Pike.
As part of my conflict of interest screen, I am required to recuse myself if I am made aware of a matter that should have formed part of the screen.

On January 25, 2024, I recused myself from any discussion, decision, debate or vote concerning a matter involving South Bow in order to avoid any opportunity to further the private interest of my son, Ben Pike.

On April 21, 2023, I recused myself from any discussion, decision, debate or vote concerning a matter involving NOVA Gas Transmission Ltd. in order to avoid any opportunity to further the private interest of my son, Ben Pike.

On June 15, 2022, I recused myself from any discussion, decision, debate or vote concerning a matter involving CNOOC in order to avoid any opportunity to further the private interest of my son, Andrew Pike

On March 14, 2022, I recused myself from any discussion, decision, debate or vote concerning a matter involving TC Energy in order to avoid any opportunity to further the private interest of my son, Ben Pike

On September 28, 2021, I recused myself from any discussion, decision, debate or vote concerning a matter involving TC Energy in order to avoid any opportunity to further the private interest of my son, Ben Pike

On July 28, 2021, I recused myself from any discussion, decision, debate or vote concerning a matter involving TC Energy in order to avoid any opportunity to further the private interest of my son, Ben Pike.

On December 11, 2020, I recused myself from any discussion, decision, debate or vote concerning a matter involving NOVA Gas Transmission Ltd. in order to avoid any opportunity to further the private interest of my son, Ben Pike.

On November 13, 2020, I recused myself from any discussion, decision, debate or vote concerning the involvement of Trans-Canada Liquids Marketing Ltd on an order, in order to avoid any opportunity to further the private interest of my son, Ben Pike.

On March 20, 2020, I recused myself from any discussion, decision, debate or vote concerning the involvement of TransCanada Keystone Pipeline GP Ltd on an application, in order to avoid any opportunity to further the private interest of my son, Ben Pike.

COMPLIANCE ORDER – REPORTING PUBLIC OFFICE HOLDER AT THE CANADIAN ENERGY REGULATOR
WHEREAS you were appointed as a Deputy Lead Commissioner of the Canadian Energy Regulator pursuant to the Canadian Energy Regulator Act;
WHEREAS, you are also a reporting public office holder subject to the Conflict of Interest Act (Act);
WHEREAS section 4 of the Act sets out the circumstances under which a public office holder is generally understood to be in a conflict of interest for the purposes of the Act, namely when they exercise an official power, duty or function that provides an opportunity to further their private interests, those of their relatives or friends, or to improperly further another person’s private interests;
WHEREAS, the Canadian Energy Regulator Act imposes additional circumstances under which public office holders at the Canadian Energy Regulator are understood to be in a conflict of interest for the purposes of the Act, and they include:
(a) engaging in, as owner, shareholder, director, officer, partner or in any other way, the business of producing, selling, buying, transmitting, exporting, importing or otherwise dealing in hydrocarbons, electricity or offshore energy;
(b) holding any bond, debenture or other security of a corporation engaged in any such business; and
(c) holding other employment that is inconsistent with their powers, duties and functions or with any provision of this Act or a regulation made under it.
(d) holding office as the Chief Executive Officer or being employed by the Regulator.
WHEREAS I have the authority under paragraph 51(1)(e) to make any document I consider appropriate available for public inspection on the public registry maintained by my Office;
WHEREAS subsection 26(2) of the Act requires that a reporting public office holder’s summary statement contains a description of the matter in respect of which the Commissioner has issued an order under section 30, a description of the order and the steps taken to comply with the order;
AND WHEREAS, I have determined it necessary, in light of the above, to impose the following compliance measures on you because of your position as a Deputy Lead Commissioner of the Canadian Energy Regulator so as to ensure compliance with the Act;
I THEREFORE ORDER YOU pursuant to section 30 of the Act to:
(a) withdraw, as applicable, from all activities identified as relating to a business that deals in any way in hydrocarbons, electricity or offshore energy (energy sector) or employment that would be inconsistent with your official duties and to do so within 120 days of your appointment (or the date of this order);
(b) sell in an arm’s-length transaction, as applicable, all investments identified as relating to a business that deals in any way in the energy sector and to provide the Office with proof of the sale within 120 days of your appointment; and
(c) sign and return, as applicable, a statement containing the following information which will be placed on the public registry maintained by the Office:
i. a description of each activity referred to in paragraph (c) from which you withdrew; and
ii. a description of each asset sold in an arm’s-length transaction as referred to in paragraph (c).

Compliance Statement

Conflict of interest screens are preventive compliance measures, agreed upon pursuant to section 29 of the Conflict of Interest Act (Act) by a public office holder and the Conflict of Interest and Ethics Commissioner, to assist the public office holders in avoiding conflicts of interest. Screens also seek to minimize the possibility of conflicts arising between the public duties of the public office holder and their private interests or those of their relatives and friends.
The Conflict of Interest and Ethics Commissioner and I have agreed that a conflict of interest screen is an appropriate compliance measure for me, aimed at preventing any opportunity, while I exercise my official powers, duties and functions as a reporting public office holder, to further the private interests of my son, Ben Pike who participates in a Performance Share Unit Program as an employee of TransCanada Energy Corporation, or to give preferential treatment to TransCanada Energy Corporation or its subsidiaries.
Accordingly, I have agreed to abstain from any discussion, decision, debate or vote in relation to TransCanada Energy Corporation or its subsidiaries. I also agree not to have any communication with government officials in relation to any matter or decision-making processes involving TransCanada Energy Corporation or its subsidiaries on the basis of my son’s private interest.
This screen is administered by the Secretary of the Commission for Canadian Energy Regulator to ensure that I am neither made aware of nor participate in any official matters or decisions-making processes involving TransCanada Energy Corporation or its subsidiaries, unless their interest in the decision or matter is of general application.
The members of the staff of Canadian Energy Regulator, Members of the Commission as well as the Board Members of the Commission necessary for the purposes of the administration of this screen have been informed in writing about this conflict of interest screen.
I have undertaken to inform the Conflict of Interest and Ethics Commissioner at the earliest opportunity of all changes of which I become aware that relate to or should form part of the above list of matters caught by this screen.
In the event that I am made aware of a matter forming part of this screen or any such matter comes before me, I am required under section 21 of the Act to recuse myself from that matter. I must so inform the Conflict of Interest and Ethics Commissioner and, where appropriate, make a public declaration of recusal pursuant to subsection 25(1) of the Act.

Joint ownership of Shearwater Consulting Ltd

On September 5, 2019, I recused myself from any discussion, decision, debate or vote concerning an application from NOVA Gas Transmission Ltd in order to avoid any opportunity to further the private interest of my son, Ben Pike.