On Aug. 9, 2013, TransAlta Renewables Inc. entered into the Management, Administrative and Operational Services Agreement with TransAlta Corporation pursuant to which TransAlta Corporation, on a sole and exclusive basis, provides TransAlta Renewables with all the general administrative services as may be required or advisable for the management of the affairs of TransAlta Renewables.
TransAlta Corporation and its personnel are obligated to devote as much time as is reasonably necessary for the proper discharge of its services under the Management, Administrative and Operational Services Agreement. TransAlta Renewables expressly consents in the Management, Administrative and Operational Services Agreement to TransAlta Corporation and its affiliates (other than TransAlta Renewables) and their respective officers, directors and employees engaging in any business or activities whatsoever, including those that may be in competition or conflict with our business and/or our interests, provided that in the event of a material conflict between our interests and the interests of TransAlta Corporation, TransAlta Corporation is required to provide written notice to us setting forth particulars of such conflict and, thereafter, TransAlta Renewables’ independent directors shall be responsible to take all such actions and make all such decisions relating to such matter. In connection with the services provided under the Management, Administrative and Operational Services Agreement, TransAlta Renewables pays TransAlta Corporation a fee, which is meant to cover TransAlta’s management, administrative, accounting, planning and other head office costs associated with providing such service and also reimburse TransAlta Corporation for all out-of-pocket and third-party fees and costs, including salaries, wages and benefits associated with managing and operating the assets held by TransAlta Renewables.
On Aug. 9, 2013, TransAlta Renewables also entered into the Governance and Cooperation Agreement with TransAlta Corporation. Pursuant to the Governance and Cooperation Agreement, TransAlta Corporation serves as the primary vehicle through which TransAlta Renewables and its affiliates acquire and/or develop renewable and natural gas power projects. The Governance and Cooperation Agreement provides, among other things, that TransAlta Renewables will rely on TransAlta Corporation to: (a) identify acquisition and/or development opportunities (the “Opportunities”); (b) evaluate Opportunities for their suitability; (c) present Opportunities suitable for, and meeting, the strategic goals and objectives to the Board for assessment and approval; and (d) execute and complete any Opportunities approved by the Board. TransAlta Corporation and its affiliates are not required to allocate any minimum level of dedicated resources for the pursuit of renewable power generation opportunities nor is TransAlta Corporation or its affiliates required to offer any specific opportunities to TransAlta Renewables.
The Board is currently made up of seven individuals, three of whom are nominated by TransAlta, four of whom are independent (pursuant to NI 52-110) and all of whom are “financially literate” as defined in NI 52-110 (subject to available exemptions in NI 52-110).
TransAlta Renewables’ senior management team has extensive experience developing, owning, operating, maintaining, and growing a large fleet of power generation assets.
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