Certifications and Disclosure Regarding Controls and Procedures.
(a)
Certifications regarding controls and procedures. See Exhibits 99.5 and 99.6.
(b)
Evaluation of disclosure controls and procedures. As of December 31,
2023
, an evaluation of the
effectiveness of the Registrant’s “disclosure controls and procedures” (as such term is defined in Rules 13a-
15(e) and 15d-15(e) of the United States Securities Exchange Act of 1934, as amended (the “Exchange
Act”)), was carried out by the Registrant’s Chief Executive Officer (“CEO”) and Chief Financial Officer
(“CFO”). Based on that evaluation, the CEO and CFO have concluded that as of such date the Registrant’s
disclosure controls and procedures are effective to provide a reasonable level of assurance that information
required to be disclosed by the Registrant in reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified in the United States
Securities and Exchange Commission’s (the “Commission”) rules and forms.
It should be noted that while the CEO and CFO believe that the Registrant’s disclosure controls and
procedures provide a reasonable level of assurance that they are effective, they do not expect the disclosure
controls and procedures or internal control over financial reporting to be capable of preventing all errors
and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met.
(c)
Management’s annual report on internal control over financial reporting.
The Registrant's management is
responsible for establishing and maintaining adequate internal control over financial reporting. The
Registrant's internal control framework is based on the criteria published in the Internal Control –
Integrated Framework (2013), a report issued by the Committee of Sponsoring Organizations (COSO) of
the Treadway Commission. The Registrant's management, including the CEO and CFO, evaluated the
design and effectiveness of the Registrant's internal control over financial reporting as at December 31,
2023 and concluded that the Registrant's internal control over financial reporting is effective as at
December 31,
2023
.
(d)
Attestation report of the registered public accounting firm.
This annual report does not include an
attestation report of the Registrant’s registered public accounting firm regarding internal control over
(e)
Changes in internal control over financial reporting. There were no changes in the Registrant’s internal
control over financial reporting during the fiscal year ended December 31,
2023
, that have materially
affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial
reporting.
Audit Committee Financial Expert.
The Registrant’s board of directors (the “Board”) has determined that five
audit committee financial experts serve on its Audit Committee. The audit committee financial experts are Paula Y.
Gold-Williams, Kent M. Harvey, B. Lynn
Loewen, Ian E. Robertson, and Andrea S. Rosen. The Board has
determined that Paula Y.
Gold-Williams, Kent M. Harvey, B. Lynn
Loewen, Ian E. Robertson, and Andrea S. Rosen
are independent within the meaning of the listing standards of the New York Stock Exchange. Information
concerning the relevant experience of Paula Y.
Gold-Williams, Kent M. Harvey, B. Lynn
Loewen, Ian E. Robertson,
and Andrea S. Rosen is included in their biographical information contained in the Registrant’s Annual Information
Form for the fiscal year ended December 31,
2023
, filed as Exhibit 99.1 hereto (the “Annual Information Form”).
The Commission has indicated that the designation of a person as an audit committee financial expert does not make
such person an “expert” for any purpose, impose any duties, obligations or liability on such person that are greater
than those imposed on members of the audit committee and board of directors who do not carry this designation, or
affect the duties, obligations or liability of any other member of the audit committee or board of directors.
Code of Ethics.
The Emera Code of Conduct was revised and became effective on October 1,
2023
applies to all directors, officers and employees of the Registrant, including the CEO and CFO. Since the adoption of
the Code, there have not been any waivers, including implied waivers, from any provision of the Code. A copy of
the Code can be found on Emera’s internet website at the following address: https://www.emera.com/about-us/who-