The Fund and its Trustees are committed to adhering to widely accepted corporate governance and disclosure practices. The Fund’s governance policies (listed below) are designed to support the ability of the Board of Trustees to supervise management and to enhance long-term unitholder value.

Code of Business Conduct

Policies

Mandates
Corporate Governance

Board:
The fundamental responsibility of the Board is to supervise the activities and manage the investments and affairs of the Fund. The Trustees primary commitment is to i) maintain strong underlying business fundamentals; ii) generating stable and growing distributable cash iii) external growth with a proven growth strategy through acquisitions; iv) organic growth by focusing on growing installed residential and commercial customer asset base; and v) quality service by executing a predictable and reliable customer-service model.

In fulfilling its responsibilities:
  • The Board appoints and supervises the Chief Executive Officer and other members of senior management; approves their compensation and, as permitted by applicable law and the Declaration of Trust, delegates to senior management responsibility for the day-to-day operations of the Fund;
  • The Board will develop with management an annual investment plan and annual budget with measurable performance indicators and will approve such plans.
  • Confirms that processes are in place to address and comply with applicable legal, regulatory, corporate, securities and other compliance matters;
  • Approves the Fund’s annual and interim financial statements and related management’s discussion and analysis and reviews and oversees the integrity of the Fund with respect to its compliance with applicable audit, accounting and financial reporting requirements and approves the annual operating and capital budgets;
  • The Board will satisfy itself that appropriate policies and procedures are in place regarding public disclosure, communications and restricted trading by insiders;
  • Establishes appropriate processes for the regular evaluation of the effectiveness of the Board and its committees and the contributions of individual Trustees;
A majority of the Fund’s Trustees are required to be independent from the Trust and Direct Energy. For as long as Direct Energy provides services to the Fund. The Board has established three committees, each of which is comprised exclusively of Independent Trustees.

Audit Committee:
All Audit Committee members are financially literate. The role of the Audit Committee is to review i) the engagement of auditors; ii) the financial policies and procedures of the Fund; iii) the financial statements of the Fund; iv) budgets; and v) payments to Direct Energy Marketing Limited pursuant to the Origination Agreement.

Investment Committee:
The Investment Committee is responsible for i) reviewing all proposals regarding investments, dispositions and borrowings of the Fund and making recommendations in connection therewith to the Trustees; ii) approving any material changes to the Investment Guidelines; iii) reviewing reports pertaining to New Water Heaters to make recommendations in connection with the purchase thereof by the Trust and approval of rental charges to be charged in respect of Water Heaters by the Servicer; iv) financing and interest rate hedging strategies; and v) target leverage ratios, target ratings on the Trust Units, distributions and debt securities of the Trust and target Trust Unit distributions.

Governance Committee:
The Governance Committee is responsible for i) considering, and providing a recommendation on, any conflict of interest involving the Servicer before such conflict of interest is approved by the Trustees; ii) annually reviewing the operations of the WH Entities, including business plans and prospects for the ensuing year; the performance of the Servicer; and the adjustments to be made pursuant to the Co-Ownership Agreement; ii) developing the Fund’s approach to corporate governance; iii) advising the Trustees in filling Independent Trustee vacancies; iv) periodically reviewing the compensation and effectiveness of the Trustees and the contribution of individual Trustees; v) assisting in orientating and providing for continuing education for the Trustees; vi) advising the Trustees in the selection and retention of senior management; vii) periodically reviewing the compensation and performance of senior executives; viii) assisting in the professional development of senior executives; and ix) assisting in developing and managing benefit plans for employees.