Form 6-K PEMBINA PIPELINE CORP For: Mar 31

I am pleased to invite you to the 2022 annual meeting of shareholders of Pembina Pipeline Corporation (Pembina or the company) to be held on Friday, May 6, 2022 at 2:00 p.m. (Mountain time). To mitigate the risks to the health and safety of our communities, shareholders, employees and other stakeholders in light of the COVID-19 pandemic, we are holding a virtual-only meeting. The meeting will be held by live audio webcast. Every shareholder and duly appointed proxyholder, regardless

During another year of global economic and health uncertainties and challenges, Pembina once again proved resilient and disciplined while delivering on its commitments.

Pembina is committed to providing responsible energy transportation and midstream services that deliver much needed oil and gas products to market.

Over the past few years, Pembina has actively advanced its overall ESG strategy, including integrating ESG considerations into its long-term business planning, organizational structure and corporate policies and practices, and significantly enhancing its ESG disclosure.

The company has also committed to being in business for all stakeholders: employees, customers, communities, and investors – that is its purpose. Strong stewardship by the board, and high standards of governance and ethics throughout the business, are essential to helping Pembina achieve its purpose and operate the business effectively.

We approved Pembina’s commitment to a 30% greenhouse gas (GHG) emission intensity reduction target by 2030, relative to baseline 2019 emissions. The GHG reduction target will help guide business decisions and improve overall emissions intensity performance while increasing Pembina’s long-term value and ensuring Canadian energy is developed and delivered responsibly.

We oversaw the creation of two transformational Indigenous-led partnerships, both of which are truly equal partnerships that advance meaningful Indigenous community participation in the development of Canada’s energy industry: Pembina’s partnership with the Haisla Nation to develop the proposed Cedar LNG Project, the largest First Nation-owned infrastructure project in Canada, with one of the cleanest environmental profiles in the world, and Chinook Pathways, a partnership with Western Indigenous Pipeline Group to pursue ownership of the Trans Mountain Pipeline, following completion of construction of the Trans Mountain Expansion project. Pembina was honoured to be invited as a partner on both of these exciting projects.

We continued to advance Pembina’s equity, diversity and inclusion (EDI) strategy, including by extending our diversity focus from the board to the company overall through overseeing and approving Pembina’s new employee EDI targets. These targets support the work being done across the organization to advance ESG priorities, including to increase the representation of women and other underrepresented groups at all levels of the organization.

We amended the company’s code of ethics to include human rights, adopted new anti-bribery and community relations policies, and updated Pembina’s Indigenous and tribal relations policy.

We incorporated ESG performance into Pembina’s annual corporate incentive compensation for all employees.

Notice of our 2022 annual meeting

of common shareholders

You are invited to our 2022 annual meeting (the meeting) of common shareholders:

When  May 6, 2022

2:00 p.m. (Mountain time)

Where  Virtual-only meeting

live audio webcast online at

https://web.lumiagm.com/431537915

We will cover six items of business – see Business of the meeting in our 2022 management information circular:

1.  Receive our 2021 audited consolidated financial statements and the auditors’ report thereon.

2.  Vote on electing the directors.

3.  Vote on appointing the auditors.

4.  Vote on the continuation of the shareholder rights plan.

5.  Vote on our approach to executive compensation.

6.  Vote on any other business that properly comes before the meeting.

Your vote is important

Our 2022 management information circular includes important information about the meeting and the voting process. Please read it carefully before you vote.

We mailed you a copy of our 2021 audited consolidated financial statements and the auditors’ report if you asked us to (in accordance with applicable corporate and securities laws). You can also find a copy of our financial statements on our website (www.pembina.com), on SEDAR (www.sedar.com) and on EDGAR (www.sec.gov).

To mitigate the risks to the health and safety of our communities, shareholders, employees and other stakeholders in light of the COVID-19 pandemic, we are holding a virtual-only meeting. The meeting will be held by live audio webcast. Every shareholder and duly appointed proxyholder, regardless of geographic location and ownership, will have an equal opportunity to participate at the meeting and vote on the matters to be considered at the meeting. You will find detailed instructions about how to participate in the meeting in this notice and in the management information circular starting on page 6. There are different processes if you are a registered shareholder or a beneficial shareholder. Most of our shareholders are beneficial shareholders, meaning that they hold their shares through a bank, broker or other such institution. Closely follow the applicable instructions in this notice, the management information circular and in your voting information form or form of proxy.

By order of the board,

(signed) “Jason Metcalf”

Jason Metcalf

Deputy General Counsel & Corporate Secretary

Pembina Pipeline Corporation

Calgary, Alberta

March 18, 2022

Where to get a copy of the 2022 management information circular

If you are a registered common shareholder or you have given us instructions to send you printed documents, your management information circular is attached to this notice.

We use the notice and access procedures to deliver meeting materials (this notice and the management information circular) to beneficial holders of our common shares. Notice and access are a set of rules developed by the Canadian Securities Administrators that allows companies to post meeting materials online, reducing paper and mailing costs.

If you are a beneficial common shareholder, you can view the management information circular at: www.sedar.com or

https://www.pembina.com/investors/invest or-documents-filings/

If you would like us to mail you a paper copy of the management information circular instead, please contact us:

●  online:        www.pembina.com/lnvestor-

                Centre/Shareholder-information

●  by phone:  1-855-880-7404

●  by email:    [email protected]

We will send it free of charge, but we need your request at least five days before the proxy deposit date listed on the enclosed voting instruction form, and within one year of filing the management information circular on SEDAR.

How to vote

If you are a beneficial common shareholder, complete and return your voting instruction form at least one business day before the proxy deposit date of May 4, 2022 at 2:00 p.m. (Mountain time), or as listed on the attached voting instruction form. You cannot vote by returning this notice. If you want to attend the virtual meeting and vote your shares, you must appoint yourself as a proxyholder.

Send your voting instructions to us:

●  online:            www.proxyvote.com

●  by phone:      1-800-474-7493 (English)

                     1-800-474-7501 (French)                      1-800-454-8683 (United States)

●  by fax:            905-507-7793

●  by mail:          Data Processing Centre

                    PO Box 2800 STN LCD Malton                     Mississauga, Ontario L5T 2T7

If you have questions about notice and access, call us toll-free at 1-855-880-7404.

You have received this document because you owned Pembina shares on March 18, 2022 (the record date) and are entitled to vote at our 2022 annual meeting of common shareholders, which will be held at 2:00 p.m. (Mountain time) on May 6, 2022, or at a reconvened meeting if the meeting is postponed or adjourned. The meeting will be held in a virtual-only format, by live audio webcast. All shareholders and duly appointed proxyholders can participate. You cannot attend the meeting in person.

The full webcast of the meeting will be available on our website after the event, including any questions we receive during the meeting and our answers.

All information in this circular is provided as of March 18, 2022 and all dollar amounts are in Canadian dollars, unless we note otherwise.

You will find financial information about Pembina in our annual audited consolidated financial statements and management’s discussion and analysis of our financial and operating results (MD&A) for the year ended December 31, 2021. Contact us for a copy of these documents. You can also find these documents and other important information about Pembina on our website (www.pembina.com), on SEDAR (www.sedar.com) and on EDGAR (www.sec.gov).

In this document

·

meeting means the annual meeting of common shareholders to be held as a virtual-only meeting on May 6, 2022

·

you, your, common shareholders and shareholders mean holders of Pembina shares

·

we, us, our, Pembina and the company mean Pembina Pipeline Corporation and our consolidated subsidiaries

·

common shares, shares and Pembina shares mean common shares in the capital of Pembina

·

circular means this management information circular

·

board means Pembina’s board of directors

Our principal corporate and registered office

Pembina Pipeline Corporation

4000, 585 – 8th Avenue S.W.

Calgary, Alberta

T2P 1G1

T. 403-231-7500

F. 403-237-0254

This circular contains forward-looking statements that are based on our current expectations, estimates, projections and assumptions in light of our experience and perception of historic trends. These forward-looking statements include statements about succession plans, our compensation programs, expected financial performance, ESG strategy and related targets, corporate strategy, operations and projects. Forward-looking statements involve known and unknown risks and actual results may differ materially from those expressed or implied by these forward-looking statements. Please see Forward-Looking Statements & Information in the MD&A for more information about the assumptions and risks involved in making the forward-looking statements. These forward-looking statements are made only as of the date of this circular. Pembina does not undertake any obligation to publicly update or revise the forward-looking statements contained in this document, except as required by law.

In this circular, we also use certain financial measures and ratios that are not defined by generally accepted accounting practices (GAAP). Please see About non-GAAP

2021 awards and achievements

·

2021 Canada’s Top 100 Employers

·

2021 Alberta’s Top 70 Employers

·

Awarded with the Disability Employment Awareness Month (DEAM) Award

·

$5.4 million invested in our communities through charitable contributions, including a flagship partnership with Breakfast Club of Canada

·

$1.9 million invested in Indigenous community investments across our operating areas.

·

$3.2 million for United Way and other charitable organizations across our organization through employee donations and company matching

You can vote at our annual meeting of common shareholders if you held our common shares at the close of business on the record date of March 18, 2022, even if you sold your common shares after this date.

You are not allowed to vote at the meeting if you acquired your shares after the record date, unless you ask us to include your name in the list of voting shareholders at least two days before the meeting and provide adequate evidence that you own the shares.

Common shares

We are authorized to issue an unlimited number of common shares. As at March 17, 2022, we had 552,007,278 common shares issued and outstanding. Our common shares are listed and trade on the Toronto Stock Exchange (TSX) (TSX: PPL) and the New York Stock Exchange (NYSE) (NYSE: PBA).

Quorum

According to our articles and by-laws, at least two persons holding or representing at least 25% of our outstanding common shares must be present for the annual meeting to take place, or the meeting will be adjourned to a set time and place and no business will be transacted until the adjourned meeting.

About voting results

We will post the voting results on our website (www.pembina.com) and file them on SEDAR (www.sedar.com) and EDGAR (www.sec.gov) as soon as possible following the meeting.

To the best of the knowledge of the company’s directors and officers, no person beneficially owns, or controls or directs, directly or indirectly, more than 10% of our common shares.

Proxy solicitation

Where to go with questions

If you have any questions about the meeting or need help voting your shares, please contact our investor relations group at:

· 1-855-880-7404

· [email protected]

Appoint yourself as the duly appointed proxyholder by printing your own name in the blank space provided for the proxyholder on the proxy or voting instruction form. Then return the form in the envelope provided (or by following the instruction on the form). Do not complete the rest of the form or mark your voting instructions on the form, because your vote will be taken at the meeting.

Register online with Computershare Trust Company of Canada (Computershare) online by going to www.computershare.com/pembina before 2:00 p.m. (Mountain time) on May 4, 2022 and input your name and contact information.

Log in online at https://web.lumiagm.com/431537915. We recommend visiting the site before the meeting starts to make sure it works on your computer or device. You must stay connected to the internet for the entire meeting.

Select “I have a Control Number/Username” and enter the username Computershare provided by email.

Enter the password (case sensitive): pembina2022

Complete the ballot online during the meeting.

Log in online at https://web.lumiagm.com/431537915. We recommend visiting the site before the meeting starts to make sure it works on your computer or device. You must stay connected to the internet during the meeting.

Select “I have a Control Number/Username” and enter your 15-digit control number (this is your username and you will find it on the bottom left corner of the first page of the enclosed proxy form).

Enter the password (case sensitive): pembina2022

Complete the ballot online during the meeting.

Online: Go to www.investorvote.com. You will need to enter your 15-digit control number (located on the bottom left corner of the first page of the enclosed proxy form) to identify yourself as a shareholder on the voting website;

By phone: Call 1-866-732-VOTE (8683) toll-free and follow the instructions. You will need to enter your 15-digit control number (located on the bottom left corner of the first page of the enclosed proxy form) to identify yourself as a shareholder on the telephone voting system; or

By mail: Complete the enclosed proxy form, sign and date it and return it in the enclosed envelope.

Appoint your proxyholder as a duly appointed proxyholder by printing his or her name in the blank space provided on your proxy or voting instruction form. Then return the form in the envelope provided (or by following the instructions on the form).

Register your proxyholder online with Computershare by going to www.computershare.com/pembina before 2:00 p.m. (Mountain time) on May 4, 2022 and inputting their name and contact information.

Log in online at https://web.lumiagm.com/431537915. We recommend visiting the site before the meeting starts to make sure it works on the computer or device the proxyholder is using. Your proxyholder must stay connected to the internet for the entire meeting.

Select “I have a Control Number/Username” and enter the username Computershare provided by email.

Enter the password (case sensitive): pembina2022

Complete the ballot online during the meeting.

voting again at the meeting;

voting again by internet, telephone or fax before 4:30 p.m. (Mountain time) on the last business day before the meeting;

delivering a revocation notice in writing executed by the registered shareholder or by an authorized officer or attorney (duly authorized in writing) to: (i) our head office before 4:30 p.m. (Mountain time) on the last business day before the meeting; or (ii) with the chair of the meeting prior to the start time of the meeting; or

in any other manner permitted by law.

Shareholder proposals

If you want to present a shareholder proposal at our 2023 annual meeting, you must submit it by February 6, 2023 to be considered for inclusion in next year’s management information circular.

Send your shareholder proposals to:

Corporate Secretary

Pembina Pipeline Corporation

4000, 585-8 Avenue SW

Calgary, AB T2P 1G1

Our articles state that the board must have between five and 13 directors. In accordance with our by-laws, the board has fixed the number of directors to be elected at the meeting at 12.

The following 12 directors are nominated for election to the board:

· Randall J. Findlay (chair)         ·  Maureen E. Howe

· Anne-Marie N. Ainsworth         ·  Gordon J. Kerr

· J. Scott Burrows                       ·  David M.B. LeGresley

· Cynthia Carroll                         ·  Leslie A ..O’ Donoghue

· Ana Dutra                                 ·  Bruce D. Rubin

· Robert G. Gwin                        ·  Henry W. Sykes

11 of the nominated directors currently serve on our board, while Ms. Dutra is being nominated for the first time. Turn to the director profiles starting on page 15 for detailed information about each director.

Directors will serve until the next annual meeting of common shareholders, or until their successors are elected or appointed.

The proxy form allows you to vote for all the nominated directors, vote for some of them and withhold your vote for others, or withhold your vote for all of them. Unless instructed otherwise, the Pembina officers named in the proxy form will vote for all our nominated directors.

Our policy on majority voting

Each director must receive a majority of the votes cast for their election, or they must resign immediately following the meeting.

The governance, nominating and corporate social responsibility committee will consider the resignation and recommend to the board the action to be taken. The director who resigned does not participate in these discussions.

The board will consider the committee’s recommendation and, within 90 days of the meeting, will accept the resignation unless there are exceptional circumstances. The resignation will be effective when it is accepted by the board. The board will announce its decision in a news release.

If the board accepts the resignation, it can appoint a new director, call a meeting of shareholders to vote for other candidates or leave the position vacant until the next annual meeting.

Our majority voting policy does not apply if a director election is contested.

  Fee category

2020

($)

2021

($)

Audit fees

Fees for auditing our annual financial statements, reviewing our quarterly financial statements, and services related to statutory and regulatory filings or engagements.

· 2021 fees also include expenses for: the short form base shelf prospectus related to the offer and issue from time to time of common shares, preferred shares, warrants, debt securities, subscriptions receipts and units, the short form base shelf prospectus related to the offer and issue from time to time of medium-term notes, pricing supplements in relation to the sale and issue of medium-term notes, series 17 and series 18 in December 2021 and the restatement of Pembina’s financial statements, MD&A and annual information form for the year ended December 31, 2020.

· 2020 fees also include expenses for: pricing supplements related to the issue and sale of the medium-term notes, series 7 and series 16 in May 2020, the short form base shelf prospectus related to the offer and issue from time to time of debt securities and Class A preferred shares and prospectus supplements relating to the issue and sale of 4.80% Fixed-to-Fixed Rate Subordinated Notes, Series 1 in January 2021.

2,197,500

2,724,500

Audit-related fees

Fees for assurance and related services, including French translations in connection with statutory and regulatory filings, reasonably related to the performance of the audit or review of Pembina’s financial statements and not reported under Audit fees above.

· In 2021, these fees included audit fees for the pension plan and Younger facility pension plan audits of $25,000 and $18,000, respectively.

· In 2020, these fees included audit fees for the pension plan and Younger facility pension plan audits of $30,000 and $30,000, respectively.

128,500

119,000

Tax fees

Fees for non-audit tax services provided by KPMG’s tax division, including $2,850 (2020: $2,700) for tax compliance and $47,650 (2020: $92,300) for tax advice and tax planning. Fees in both years also include tax consultation and compliance fees for preparing and filing tax returns for our subsidiaries.

95,000

120,305

All other fees

Fees for other products and services provided by the auditors not described above, which included fees related to advice and assistance with assurance and advisory services over GHG emissions and ESG sustainability reporting.

31,750

199,250

Total fees

make permitted bids under the rights plan, which give shareholders an opportunity to participate in the transaction – a permitted bid meets specific conditions, including that it must be made to all shareholders and remain open for acceptance for at least 105 days or the minimum period that a formal take-over bid is required to remain open for in the relevant circumstances under Canadian law, if less than 105 days; or

negotiate an offer directly with the board, giving the board the opportunity to bargain for terms it believes will be in the best interests of shareholders.

the shareholder rights plan of Pembina Pipeline Corporation (Pembina) be continued and the amended and restated shareholder rights plan agreement made as of May 12, 2016 between Pembina and Computershare Trust Company of Canada, as rights agent, which amended and restated the shareholder rights plan agreement dated effective October 1, 2010, as amended and restated May 10, 2013, and continued the rights issued thereunder, be and is hereby ratified, confirmed and approved; and

any one director or officer of Pembina is hereby authorized to execute and deliver, whether under corporate seal or otherwise, the agreement referred to above and any other agreements, instruments, notices, consents, acknowledgements, certificates and other documents (including any documents required under applicable laws or regulatory policies) and to perform and do all such other acts and things, as such director or officer may consider to be necessary or advisable from time to time in order to give effect to this resolution.

the independent shareholders (as defined in the rights plan, but generally meaning any shareholder other than an acquiring person as defined in the rights plan, or a person making a takeover bid for Pembina and their associates and affiliates); and

all common shareholders present in person or by proxy at the meeting.

A key principle underlying executive compensation at Pembina is ‘pay for performance’. We believe that linking compensation to strategy and corporate performance helps us attract and retain excellent people and motivates them to focus on our success. You will find a detailed discussion of our executive compensation program beginning on page 66 of this circular.

Say on pay votes

In 2021, our executive compensation approach was supported by 93.75% of shareholder votes for our say on pay resolution.

Chair

Director since March 2007

Calgary, Alberta

Canada

Randall J. Findlay (71) | Independent³

2021 voting results: 97.22% for, 2.78% withheld

Mr. Findlay was the President of Provident Energy Trust (Provident) from 2001 until his retirement in 2006. He was a director of Provident from 2001 to 2012. Before that he held various executive positions in the oil and gas industry over 30 years, including senior positions at NOVA Corporation and TransCanada Pipelines Limited.

Mr. Findlay has been a director of over 15 public and private companies. He has also chaired the board of a number of not-for-profit organizations and campaigns. He is the past chair of the Alberta Children’s Hospital Foundation and the current chair of the Alberta Children’s Hospital Research Institute Strategic Advisory Board.

Mr. Findlay is a professional engineer and has a Bachelor of Applied Science in chemical engineering from the University of British Columbia. He is a graduate of the Institute of Corporate Directors Education Program and holds the ICD.D designation.

 ¹Mr. Findlay was a director of Spyglass Resources Corp. (a TSX listed company) from March 2013 until May 13, 2015. Spyglass Resources Corp., an intermediate oil and gas exploration and production company, was placed into receivership by a syndicate of its lenders on November 26, 2015.

Directors ordinarily retire from our board and do not stand for re-election once they have turned 72. Mr. Findlay will turn 72 between the date of mailing the circular and the meeting date. After careful consideration, the board has determined, following a recommendation by the governance, nominating and corporate social responsibility committee, that it is in the best interests of the company for Mr. Findlay to remain on the board for one more year, as chair, to provide assistance and guidance to the board in overseeing the leadership transition and has asked him to stand for re-election at the meeting – see page 41.

Director since October 2014

Houston, Texas

U.S.

Anne-Marie N. Ainsworth (65) | Independent

2021 voting results: 90.61% for, 9.39% withheld

Ms. Ainsworth served as President and Chief Executive Officer of Oiltanking Partners, L.P. and Oiltanking Holding Americas, Inc. from November 2012 to March 2014. She is currently on the boards of Kirby Corporation, HollyFrontier Corporation and Archrock, Inc. Ms. Ainsworth has extensive experience in the oil industry and has held several senior management positions throughout her career.

Ms. Ainsworth was Senior Vice President of Refining at Sunoco Inc. (2009 to 2012) and previously was the General Manager of the Motiva Enterprises, LLC (Motiva) refinery in Norco, Louisiana (2006 to 2009). Before she joined Motiva, Ms. Ainsworth was director of process safety management systems and business improvement leader at Shell Oil Products U.S. (2003 to 2006) and Vice President of Technical Assurance at Shell Deer Park Refining Company (2000 to 2003).

Ms. Ainsworth graduated cum laude from the University of Toledo with a Bachelor of Science in chemical engineering. She holds a Master of Business Administration from Rice University, where she also served as an adjunct professor (2000 to 2009). She is a graduate of the Institute of Corporate Directors Education Program and holds the ICD.D designation.

Director since February 2022

Calgary, Alberta

Canada

Scott Burrows (42) | Non-independent
2021 voting results: n/a

Mr. Burrows was appointed President and Chief Executive Officer in February 2022. Mr. Burrows is responsible to all Pembina stakeholders for delivering on Pembina’s overall purpose: to be the leader in delivering integrated infrastructure solutions connecting global markets.

Prior to his current role, Mr. Burrows was named interim President and Chief Executive Officer in November 2021. Prior thereto, he served as Senior Vice President and Chief Financial Officer, where he oversaw Pembina’s financial, treasury, accounting, tax, risk, investor relations, capital markets, corporate development and planning functions. In his prior role, he was a trusted and highly valued advisor to the CEO to help drive the strategic growth agenda and ensure continued profitability and a conservative balance sheet.

Mr. Burrows joined Pembina in November 2010 and held various leadership positions until January 1, 2015, when he was appointed Vice President, Finance and Chief Financial Officer. On July 1, 2017, he was appointed Senior Vice President and Chief Financial Officer and held that position until he was appointed interim President and Chief Executive Officer in November 2021.

Before joining Pembina, Mr. Burrows spent seven years in energy-focused investment banking where he provided advice related to mergers and acquisitions, dispositions, joint ventures and equity and debt financings. He has considerable experience in most aspects of the energy industry, including petroleum, natural gas and other product pipelines and related infrastructure facilities.

Mr. Burrows has a Bachelor of Commerce from the University of British Columbia, is a CFA Charterholder and was named one of Canada’s top 40 under 40. Mr. Burrows also sits on the Board of Rundle College Society.

Board of directors

                                     n/a                 n/a

shares

performance

share units

Meets share ownership guidelines

(including 50% common shares) ²

On track³

¹  Based on $45.71, the closing price of our common shares on the TSX on March 17, 2022. Mr. Burrows is not entitled to deferred share units issued under our deferred share unit plan. Restricted and performance share units include units issued under our share unit plan and units accrued as dividend equivalents (see Executive compensation on page 66 for more information).

²  Not including the value of PSUs.

³  Mr.  Burrows has five years from the date of his appointment on February 22, 2022 to meet the share ownership guidelines.

Director since May 2020

Naples, Florida

U.S.

Cynthia Carroll (65) | Independent

2021 voting results: 98.11% for, 1.89% withheld

Ms. Carroll began her career as an exploration geologist at Amoco Production Company in Denver, Colorado before joining Alcan Aluminum Corporation (Alcan). She held various executive roles at Alcan including President of Bauxite, Alumina and Specialty Chemicals and Chief Executive Officer of the Primary Metal Group, Alcan’s core business. From 2007 to 2013, Ms. Carroll served as the Chief Executive Officer of Anglo American plc, which was, at the time, one of the largest and most diversified mining companies in the world.

Ms. Carroll is currently a non-executive director of Hitachi Ltd., Baker Hughes Company, Glencore plc and of Prince International Corporation, a subsidiary of American Securities LLC, where she sits on the Advisory Board. She previously chaired the boards of Anglo American Platinum Ltd., De Beers Société Anonyme, Vedanta Resources Holdings Ltd., and the World Economic Forum, Mining and Metals Industry group. She has also served on the boards of BP, the International Council on Mining and Metals, the International Aluminum Institute, The American Aluminum Association, Sara Lee Corporation and Century Aluminum Company.

Ms. Carroll holds a bachelor’s degree in Geology from Skidmore College, a Master of Science degree in Geology from the University of Kansas, and a Master of Business Administration from Harvard University. She was awarded an Honorary Doctorate of Science from the University of Exeter, Honorary Doctorate of Laws from Skidmore College and an Honorary Doctorate of Economics from the University of Limerick. She is a fellow of the Royal Academy of Engineers and a Fellow of the Institute of Materials, Minerals and Mining. Ms. Carroll is a member of the Institute of Corporate Directors.

shares

units

Meets share ownership guidelines

(including 50% common shares)

¹  Deferred share units for directors include units issued under our deferred share unit plan and units accrued as dividend equivalents (see Director compensation on page 63 for more information) and their value is based on $45.71, the closing price of our common shares on the TSX on March 17, 2022.

² Ms. Carroll has five years from the date of her appointment on May 8, 2020 to meet the share ownership guidelines.

Director nominee

Chicago, Illinois

U.S.

Ana Dutra (57) | Independent

2021 voting results: N/A

Ms. Dutra is an experienced corporate director and executive with over 30 years of global experience in profit and loss management, technology, business growth and C-Level business advisory. She has held various executive positions and board memberships with a number of public and private corporations across numerous industries, including fin-tech, renewable energy, banking, and healthcare. She has expertise in many areas, including ESG, mergers and acquisitions, technology, executive compensation and corporate governance. Most recently, Ms. Dutra was the President and Chief Executive Officer of The Executives’ Club of Chicago (2014 – 2018) and was previously the Proxy Officer and Chief Executive Officer of Korn Ferry Consulting (2008 – 2013). In her role as Global Senior Managing Partner at Accenture, she oversaw the creation and growth of Accenture’s organization strategy consulting business line, including the innovation, mergers and acquisitions and culture transformation practices.

Ms. Dutra is currently a non-executive director of CME Group, First Internet Bankcorp, Amyris Inc., Carparts, Inc., and the M. Holland Company (a private corporation).

Ms. Dutra has a Bachelor in Economics from the Universidade Federal do Rio de Janeiro, a Juris Doctor from the Universidade do Estado do Rio de Janeiro and a Master in Economics from Pontificia Universidade Catolica do Rio de Janeiro. In addition, Ms. Dutra also holds a Master of Business Administration from Kellogg School of Management at Northwestern University, where she continues to serve as a lecturer in the areas of strategy and innovation, leadership development and globalization.

Director since May 2020

Houston, Texas

U.S.

Robert G. Gwin (58) | Independent

2021 voting results: 98.72% for, 1.28% withheld

Mr. Gwin was President of Anadarko Petroleum Corporation (Anadarko), one of the world’s largest independent oil and natural gas exploration and production companies, until its acquisition by Occidental Petroleum Corporation in late 2019. He previously was Executive Vice President, Finance and Chief Financial Officer of Anadarko from 2009 to 2018. Mr. Gwin joined Anadarko in 2006 and was a member of Anadarko’s executive committee since 2008. Concurrently, he also served as Chairman of the Board of Western Gas Partners, LP (WES), a large U.S. oil and natural gas midstream company, from 2010 to 2018, and previously as WES’s President and CEO from 2007 to 2010.

Earlier in his career, Mr. Gwin held various positions in corporate finance and executive management.

Mr. Gwin currently is also on the board of directors of Crescent Energy Company.

Mr. Gwin served as a director of WES from 2007 to 2019, as a director of LyondellBasell Industries, N.V. from 2011 to 2018, including serving as its Chairman from 2013 to 2018, and as a director of Enable Midstream Partners, LP from 2020 through 2021, including serving as its Chairman. He has also served as a director of several non-public entities throughout his career. He holds a Bachelor of Science degree from the University of Southern California and a Master of Business Administration degree from the Fuqua School of Business at Duke University. He also earned the Chartered Financial Analyst (CFA) designation from the CFA Institute. He is a member of the Institute of Corporate Directors.

shares

units

Meets share ownership guidelines

(including 50% common shares)

  ¹Deferred share units include units issued under our deferred share unit plan and units accrued as dividend equivalents (see Director compensation on page 63 for more information) and their value is based on $45.71, the closing price of our common shares on the TSX on March 17, 2022.

 ² Mr.  Gwin has five years from the date of his appointment to the board on May 8, 2020 to meet the guidelines.

Director since October 2017

Vancouver, British Columbia

Canada

Maureen E. Howe (64) | Independent

2021 voting results: 99.07% for, 0.93% withheld

Ms. Howe was a Research Analyst and Managing Director at RBC Capital Markets in equity research from 1996 until 2008. She specialized in the area of energy infrastructure, which included power generation, transmission and distribution, oil and gas transmission and distribution, gas processing, and alternative energy. Prior to joining RBC Capital Markets, Ms. Howe held various positions in the area of capital markets, including investment banking, portfolio management, and corporate finance.

Ms. Howe is a director of Methanex Corporation and Freehold Royalties Ltd. She is also the Chairperson of the University of British Columbia Phillips, Hager & North Centre for Financial Research.

Ms. Howe has a Bachelor of Commerce (Honours) from the University of Manitoba and a Ph.D. in Finance from the University of British Columbia. She is a member of the Institute of Corporate Directors.

Director since January 2015

Calgary, Alberta

Canada

Gordon J. Kerr (68) | Independent

2021 voting results: 98.11% for, 1.89% withheld

Mr. Kerr was President and Chief Executive Officer and director of Enerplus Corporation (a TSX and NYSE-listed company) from May 2001 until July 2013. He is a past Chairman of the Canadian Association of Petroleum Producers, a former director of Deer Creek Energy Limited and Laricina Energy Ltd., a past member of the Canadian Council of Chief Executives and of the Management Advisory Council of the Haskayne School of Business at the University of Calgary.

He has gained extensive management experience in leadership positions at various oil and gas companies since launching his career in 1979. He started his employment with Enerplus Corporation and its predecessor firms in 1996, and held positions of increasing responsibility, including the positions of Chief Financial Officer and Executive Vice President.

He has a Bachelor of Commerce from the University of Calgary. Mr. Kerr received his Chartered Accountant designation in 1979 and is a fellow of the Institute of Chartered Accountants of Alberta. Mr. Kerr is a graduate of the Institute of Corporate Directors Education Program and holds the ICD.D designation and is a member of the executive of the Calgary Chapter of the Institute of Corporate Directors.

Director since August 2010

Toronto, Ontario

Canada

David M.B. LeGresley (63) | Independent

2021 voting results: 98.45% for, 1.55% withheld

Mr. LeGresley is an experienced Canadian corporate director having served on a number of public and private boards, both large and small cap since 2008. He has extensive experience in the financial services industry, including as a senior executive at National Bank Financial for 12 years, in several roles, including Head of Corporate and Investment Banking, and most recently Vice Chair. Before that, he held investment banking positions at Salomon Brothers Canada and CIBC Wood Gundy.

Mr. LeGresley currently chairs the board of directors of Equitable Group Inc. (and subsidiary Equitable Bank Inc.).

He received a Bachelor of Applied Science in Engineering from the University of Toronto and a Master of Business Administration from Harvard Business School. Mr. LeGresley is a graduate of the Institute of Corporate Directors Education Program and holds the designation ICD.D.

Director since December 2008

Calgary, Alberta

Canada

Leslie A. O’Donoghue (59) | Independent

2021 voting results: 98.82% for, 1.18% withheld

Ms. O’Donoghue spent over 20 years at Nutrien Ltd. and predecessor Agrium Inc. in various executive leadership roles. Her most recent position was Executive Vice President & Chief Strategy & Corporate Development Officer and Executive Advisor to the CEO. While at Agrium Inc., Ms. O’Donoghue held a number of roles including, Executive Vice President, Corporate Development & Strategy & Chief Risk Officer, Executive Vice President, Operations and Chief Legal Officer. Ms. O’Donoghue currently sits on the board of directors of Methanex Corporation and Richardson International Limited (a private company).

Before joining Agrium Inc. in 1999, Ms. O’Donoghue was a partner in the national law firm of Blake, Cassels & Graydon LLP.

She has a Bachelor of Economics from the University of Calgary and Bachelor of Laws from Queen’s University. She was admitted to the Alberta Bar in 1989. Ms. O’Donoghue is a member of the Institute of Corporate Directors.

Director since May 2017

Swarthmore, Pennsylvania

U.S.

Bruce D. Rubin (65) | Independent

2021 voting results: 99.75% for, 0.25% withheld

Mr. Rubin has over 40 years of experience, including various executive and advisory positions and board memberships in the energy, refining and petrochemical sectors. He was CEO of Sunoco Chemicals Inc. (Sunoco Chemicals) and a Senior Vice President of Sunoco Inc. (2008 to 2010) and held various other executive positions during a 32-year career with that company. Mr. Rubin was the first CEO of Braskem America, Inc. (Braskem America), and he served with Braskem America in an executive capacity from 2010 until 2013. He oversaw the successful transition of Sunoco Chemicals to Braskem America and supported the successful acquisition by Braskem America of the polypropylene business of The Dow Chemical Company. Mr. Rubin was an advisor and director for Braskem America from 2014 to 2017.

Mr. Rubin serves on the board of DISA Global Solutions (a Court Square Capital Partners company) and the M. Holland Company (a private company). He served on the board of directors of Sylvatex Inc. from 2012 to 2016 and is currently an advisor to the company. He was an Executive Advisor for Court Square Capital Partners (2013 to 2015) and was an Operating Advisor for The Carlyle Group (2015 to 2017).

Mr. Rubin has a Master of Business Administration from Widener University and a Bachelor of Science in chemical engineering from the University of Pennsylvania. He is a member of the Institute of Corporate Directors.

Director since October 2017

Calgary, Alberta

Canada

Henry W. Sykes (63) | Independent

2021 voting results: 98.88% for, 1.12% withheld

Mr. Sykes is the former President and director of MGM Energy Corp., a Canadian public energy company focused on the acquisition and development of hydrocarbon resources in Canada’s Northwest Territories and Arctic regions (January 2007 to June 2014). He was President of ConocoPhillips Canada (2001 to 2006) and Executive Vice-President, Business Development of Gulf Canada Resources Ltd. before that.

Mr. Sykes began his career as a lawyer and specialized in mergers and acquisitions, securities and corporate law. He is past Chair and member of the boards of Arts Commons and The Arctic Institute of North America, and a director of several private companies involved in the oil and gas industry.

He has a Bachelor of Arts in economics from McGill University, a law degree from the University of Toronto and a Master of Law degree from the London School of Economics. He is a member of the Institute of Corporate Directors.

¹  Mr.  Sykes was a director of Parallel Energy Trust (a TSX listed company) from March 2011 to February 2016. On November 9, 2015, Parallel Energy Trust filed an application in the Court of Queen’s Bench of Alberta for creditor protection under the Companies’ Creditors Arrangement Act (Canada), and on November 9, 2015 filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. In the Chapter 11 proceedings, the U.S. Bankruptcy Court approved the sale of the assets of Parallel Energy Trust and the sale closed on January 28, 2016. On March 3, 2016, the Canadian entities of Parallel Energy Trust filed for bankruptcy under the Bankruptcy and Insolvency Act (Canada) and a notice to creditors was sent by the trustee on March 4, 2016.

Deferred

share units

Meets share ownership guidelines

(including 50% common shares)

² Based on $45.71, the closing price of our common shares on the TSX on March 17, 2022. Deferred share units for directors include units issued under our deferred share unit plan and units accrued as dividend equivalents (see Director compensation on page 63 for more information).

Good governance is important for all our stakeholders – our customers, our investors, our employees and the communities where we operate. Strong stewardship by the board, and high standards of governance and ethics throughout our business, are essential for achieving our purpose and operating our business effectively.

Our governance practices meet or exceed legal and stock exchange requirements that apply to us. We also regularly benchmark ourselves against our peers to ensure we are following best practices. We continue to focus on ensuring our practices are aligned with our TSX 60 peer group.

Governance guidelines

Our board and management operate under governance guidelines that outline our emphasis on:

· enhancing and preserving value;

· protecting dividends;

· meeting our commitment to our purpose and our four stakeholder groups: customers, investors, employees and communities; and

· operating in a safe, reliable and environmentally responsible way.

Our purpose

Pembina’s objective is to be the leader in delivering integrated infrastructure solutions connecting global markets. We believe we can achieve this vision if:

· Customers choose us first for reliable and value-added services;

· Investors receive sustainable industry leading total returns;

· Employees say we are the ‘employer of choice’ and value our safe, respectful, collaborative and inclusive work culture; and

· Communities welcome us and recognize the net positive impact of our social and environmental commitment.

Our purpose shapes our corporate strategy, our approach to sustainability, and our compensation program.

Board independence

an independent chair of the board

audit committee, human resources, health and compensation committee and governance, nominating
and corporate social responsibility committee are 100% independent

majority of the board must be independent

regular in camera meetings held without management and without non-independent directors

Board diversity

commitment to diversity by gender, age, skills and geographic location

commitment to diversity of tenure through reasonable board turnover and renewal

specific targets for women and overall diversity, including Indigenous peoples, persons with disabilities,
and members of other racial, ethnic and/or visible minorities

Board effectiveness

formal process for nominating directors and succession planning

ongoing director orientation and director education program

clearly established and distinct roles of board members and senior management

commitment to maintaining dialogue between management and directors

ability of the board and board committees to seek independent advice as appropriate

formal board assessment and peer review process, including engaging a third-party independent advisor
at least every three years

Integrity and ethical conduct

commitment to ensuring the integrity of internal controls and public disclosure

✓

monitoring of overboarding, board interlocks, and other potential conflicts of interest

established equity ownership requirements for directors

formal policy on majority voting

Organizational effectiveness

requirement of board to oversee corporate strategy and manage organizational risks

The board’s charter sets out specific matters that must be approved by the full board. All significant operational, governance, financial decisions, risk management decisions, and strategies that could affect our shareholders are reviewed by the board.

The board’s charter includes:

· ensuring an ethical culture;

· strategic planning;

· enterprise risk management, including insurable risks;

· financial management and reporting;

· succession planning and diversity; and

· officer compensation.

The board fulfils its mandated duties directly and by delegating certain responsibilities to its four standing committees (see page 46 for information about the committees).

You can find a copy of the board’s charter on our website (www.pembina.com).

The board’s oversight of sustainability and ESG crosses many of the responsibilities in its charter, including ensuring an ethical culture, overseeing strategy and risk, increasing diversity, approving reporting and overseeing compensation design. You can read about the board’s efforts throughout this section.

The board’s approach to governing sustainability and ESG is discussed on page 33. Pembina’s sustainability report and performance data are available on our website at https://www.pembina.com/sustainability/.

One of our most valuable assets is our reputation as a reliable and responsible energy transportation and midstream service provider, with consistent financial performance and long-term financial stability. Fostering and ensuring a culture that promotes integrity and ethical conduct is key to maintaining our reputation.

Our commitment to respecting human rights extends to all contractors and subcontractors working at our sites and includes, among other things:

· eliminating unlawful discrimination and harassment in the workplace;

· recognizing the legal rights of all individuals and communities, including women, Indigenous peoples, persons with disabilities, members of other racial, ethnic and/or visible minorities, and the economically disadvantaged;

· respecting the importance of the environment in the communities where we operate;

2021 highlights

In 2021, the board:

· approved amendments to the company’s code of ethics to explicitly confirm our commitment to operating our business in a way that respects human rights, regardless of geographical location;

· adopted a new anti-bribery policy and community relations policy; and

· updated its Indigenous and tribal relations policy.

· respecting personnel’s rights related to freedom of association and collective bargaining;

· recognizing the right to water as a fundamental human right; and

· addressing risks of modern slavery, forced labour and child labour (as applicable, recognizing that the risk of these human rights violations is low because of the primary geography of Pembina’s operations).

Ethics policies

Pembina maintains the following policies:

· Anti-bribery policy

· Whistleblower policy

· Community relations policy

· Indigenous and tribal relations policy

The board oversees the development and execution of our long-term strategic plan and shorter-term objectives and initiatives. Pembina is committed to growing shareholder value through strategic project development and acquisitions that support the long-term success of both our company and our customers.

The board holds two dedicated strategy sessions every year. At these sessions, the board meets with management to review Pembina’s current activities, long-range financial forecast and future growth opportunities, including input from third-party advisors from time to time about industry or other trends and developments that may benefit us or pose a risk. The board approves our annual strategic plan and monitors

2021 highlights

Key areas of focus this year were our ESG strategy, business diversification, energy transition and our continued management of the COVID-19 pandemic and its impact on our employees, customers and investors.

See page 33 for more about Pembina’s ESG initiatives in 2021.

performance against it throughout the year, based on quarterly updates and reports from management.

maintain target of 80% fee-based contribution to adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA);

target <100% payout of fee-based distributable cash flow;

maintain a strong “BBB” credit rating; and

target dividend payout of <100% of fee-for-service cash flow.

As part of its responsibility, the board makes sure we have:

· an enterprise risk management (ERM) process, designed to identify and assess potential risks that may affect our business, operations or results, and to manage risk factors within our risk appetite;

· a risk management infrastructure to respond to identified risks, and critical risk management policies and procedures, including risk response, controls, monitoring, mitigation and reporting to the board; and

· specific management processes for addressing corporate, regulatory, securities and other compliance requirements.

Risk management policies

Pembina maintains the following policies:

· Enterprise risk management policy

· Market risk mitigation policy

· Counterparty risk management policy

· Acceptable use of information assets policy

· Information management policy

· Security management policy

New action required: risks where mitigation will require a new approach or strategy;

Mitigated with ongoing diligence: risks where there is mitigation strategy in place, but may require some further adaptation or adjustments; and

Black swan: risks that are remote, and no current mitigation is in place or contemplated.

Governance – includes guidance to measure success and adhere to cyber practices and requirements; and keeping the workforce trained on cyber risks and appropriate behaviors by requiring the workforce to sign-off on our cybersecurity policy on an annual basis.

Security Operations – includes 24/7/365 monitoring to identify potential anomalous activities; threat intelligence feeds that are automatically ingested into technical platforms for instant protection on known threats and ongoing cyber attacks; maintenance and health of the cyber technological platforms; and incident response to cyber events within Pembina.

Risk and Compliance – includes regulatory and membership requirements; continuous monitoring for vulnerabilities; cyber risk management of Pembina’s third parties and supply chain risks; and assurance that the architecture, processes, and controls are in place within Pembina’s operational and information services assets.

Audit Committee

· Maintains oversight of the integrity of Pembina’s financial statements, the reporting process, and the internal audit function.

Human Resources,

Health and

Compensation

Committee

· Provides oversight over Pembina’s approach to director compensation, employee health and wellness, employee compensation, executive performance and compensation, executive succession planning and corporate equity, diversity and inclusion.

· Focuses on sustainability by including ESG metrics in incentive plan design and compensation decisions for executives.

Governance,

Nominating and

Corporate Social Responsibility Committee

· Oversees sustainability matters, including sustainable development, public awareness and consultation, issues management, environmental stewardship, external communications and government relations, Indigenous relations, community investments and human rights.

· Oversees the development of Pembina’s Sustainability Report and facilitates and provides education of the board, including education and information on ESG matters.

Safety, Environment

and Operational

Excellence Committee

· Oversees development, implementation and monitoring of risks and policies related to safety, environment, operational excellence, asset integrity management and corporate securities matters.

2021 ESG initiatives

The following is a summary of Pembina’s key ESG initiatives in 2021. Please see our website for more about Pembina’s ESG strategy and activities.

GHG emissions targets

In 2021, Pembina committed to a 30% greenhouse gas (GHG) emission intensity reduction target by 2030, relative to baseline 2019 emissions. The GHG reduction target will help guide business decisions and improve overall emissions intensity performance while increasing Pembina’s long-term value and ensuring Canadian energy is developed and delivered responsibly. To meet this target, Pembina will focus initially on operational opportunities, greater use of renewable and lower emission energy sources and investments in a lower carbon economy.

Pembina is pursuing initiatives that will lower both emissions and operating costs in its operations. Through a lens of continuous improvement, the company is taking further steps to reduce its environmental footprint while utilizing its assets more efficiently.

ESG reporting

Pembina has published a sustainability report every two years, as well as an annual data update.

You can find our 2021 data update on our website at www.pembina.com/sustainability/.

In 2021, we enhanced our disclosure by completing our inaugural Carbon Disclosure Project submission and obtaining independent third-party limited assurance of Pembina’s 2020 Scope 1 and Scope 2 GHG emissions.

ESG initiatives in 2021

· Announced new GHG emission reduction targets

· Set new employee EDI targets

· Established transformational Indigenous partnerships

· Updated corporate governance policies

· Refined executive compensation

35% women overall in the workforce by 2025;

30% women in executive leadership by 2022;

45% overall workforce diversity by 2025; and

40% overall diversity in executive leadership by 2025.

approving our financial statements, accompanying MD&A and earnings press releases;

reviewing and overseeing compliance with the audit, accounting and financial reporting requirements that apply to our business;

approving our annual operating and capital budgets and financing plans and strategies; and

approving decisions to participate in the capital markets and all significant changes to our accounting policies and practices.

approving director compensation;

making sure director compensation is aligned with shareholder interests and adequately reflects the time commitment, scope of responsibilities, risks involved in being a director and market trends in director compensation;

working with the human resources, health and compensation committee to review from time to time the competitiveness of the compensation of our board members, board chair and committee chairs; and

working with independent external advisors that review director compensation and provide objective advice.

All decisions about compensation of the CEO and senior vice presidents must be approved by the board.

The board works with the human resources, health and compensation committee and independent external advisors retained by the committee, to determine compensation for our CEO and senior vice presidents, including variable compensation.

You can read more about our approach to compensation governance and how we compensate our directors and executives beginning on page 53, and the role and responsibilities of the human resources, health and compensation committee on page 50.

The human resources, health and compensation committee reviews and recommends compensation for directors, the CEO and senior vice presidents. You will find a full list of that committee’s activities in 2021 starting on page 50.

Key executive compensation changes this year include assessing corporate performance in four categories linked to our four stakeholder groups, in line with our purpose and strategy, and reducing the weighting of options to be more in line with our peers and reduce stock dilution (see page 56).

Leadership development

Pembina is developing a community of extraordinary leaders to realize the company’s vision, and our Leadership Competency Framework is an essential part of this process, including succession planning. The framework has three graduated components: leading self, leading others and leading the business, and focuses on Pembina’s 10 core competencies. The competencies are used in employee and leader feedback, leadership programs and the annual performance cycle, complementing on-the-job experience with formal and informal learning opportunities.

Pembina’s 10 core competencies

· Demonstrates accountability & commitment

· Acts courageously

· Exhibits self-awareness

· Communicates effectively

· Works collaboratively

· Empowers & develops others

· Thinks & acts strategically

· Leads positive change

· Drives results

· Applies business acumen

Pembina is committed to equity, diversity and inclusion (EDI), and we are ensuring it is a priority across all services and business areas.

EDI strategy

Pembina introduced a new EDI stand in 2021, and the following employee EDI outcomes:

· A workforce that has the skills and knowledge to promote and lead an inclusive and diverse culture.

· A diverse workforce that is innovative, collaborative and agile.

· A workplace that has systems and processes that advance equity for all employees.

2021 highlights

In 2021, Pembina introduced:

· a revised EDI stand

· new employee EDI outcomes

· EDI targets for underrepresented groups across the organization

Pembina’s EDI stand

We are committed to diversity, equal opportunity and ensuring that our employees can thrive in an inclusive environment.

Conversations for Change (C4C): a panel-style lunch hour conversation with Pembina employees to explore specific EDI-related topic areas and their impact on the personal and professional lives of colleagues. In 2021, 1,800 employees overall attended the live sessions virtually through Microsoft Teams, and there were a further 1,006 views of recorded sessions as of December 31, 2021.

Inclusion Networks: are a key strategy in creating a sense of workplace community, belonging, and contribute to innovative and inclusive business strategies and practices. The forming of these networks began in the latter half of 2021, and they were formally approved in 2022:

Pembina Pride (LBGTQ2S+ employees and allies).

Women’s Inclusion Network, which includes Women in Field, Women in Commercial and Women in Finance.

Multicultural Resource Network.

EDI Foundations Series: was developed and piloted in 2021 and is comprised of three levels of EDI learning sessions to advance fundamental EDI concepts with Pembina employees. The learning sessions are designed to increase understanding of Pembina’s commitment to EDI, the core concepts of EDI, explore the dynamics of inclusion and exclusion, and create a culture of allyship. The formal EDI Foundations Series will be rolled out to all leaders in 2022.

Employee engagement

We believe an engaged workforce increases company productivity, improves results and ultimately adds value to our shareholders. We began tracking employee engagement scores in 2013 and have evolved our strategy to a more frequent, pulse-style survey.

In 2018, we conducted a full engagement survey, and achieved a score of 66%, with a 98% response rate. Our response rate far exceeded AON’s global average response rate of 80% and our 66% score was consistent with other TSX 60 companies in the survey at the time.

In 2020, we conducted an Employee Engagement Pulse Survey, using MacLean and Co. Our overall engagement score was 86%. We had a response rate of 88% and showcased improvements in key categories of focus since the 2018 survey.

In 2021, we worked to sustain and improve upon our engagement with a goal of maintaining a 70% engagement score. We conducted a pulse survey in January 2022 to measure employee engagement and identify improvement areas for Pembina with respect to the employee experience. The response rate on our pulse survey was an impressive 93%, and we had 1,435 open text responses. Specifically, the survey revealed that:

· 83% of respondents are proud of the work they do;

2021 highlights

· Established a new technical career stream, providing a non-management career path for individuals while leveraging their technical knowledge/expertise.

· Completed a company-wide organizational design review that includes consistent layers and spans of control.

· Undertook a transformation of the human resources function, which is mid-flight, including a new target operating model and the related human capital management technology implementation.

· Implemented a flexible work policy that supports in-office collaboration on core days each week and optional work from home days.

Human resources policies

Pembina maintains the following policies:

· Respectful workplace policy

· Alcohol and drug policy

· Privacy policy

· 81% felt their contributions are important to the success of their department;

· 80% feel positive about their coworker relationship; and

· 75% feel positive about their work environments.

The board engages with shareholders through accurate and consistent public reporting, as well as open dialogue about our strategy, performance and business activities. We provide ongoing information to our shareholders in our annual report, management information circular, annual information form, quarterly reports, news releases, sustainability report, website, corporate presentations, earnings calls and at industry conferences and other meetings. We host earnings calls every quarter that are open to all, with a live webcast and question and answer period. Our annual meetings are webcast live (this year’s meeting is virtual-only), and all shareholders and duly appointed proxyholders have an equal opportunity to participate. Guests have an opportunity to ask questions during the live question and answer sessions held following our annual meetings.

Our shareholder engagement program is formally set every year, and follows a consistent pattern of investor conferences, management road shows, industry-specific conferences, one-on-one meetings, and site tours. We endeavor to host an investor day every year during which our management team provides in-depth information about our strategy, operations, growth projects and financing plans. To comply with social distancing and travel restrictions related to the COVID-19 pandemic, in lieu of hosting an investor day in 2021, we held an in-depth market update call. We look forward to continuing our investor day tradition in the future.

2021 highlights

Participated in 24 investor conferences and management road shows, 22 of which were held virtually.

Disclosure policy

Pembina is committed to providing material information to shareholders and the public in a timely, accurate and balanced fashion. We have a disclosure policy that applies to all directors, executives, employees and any other person authorized to speak on our behalf, that sets out our procedures for timely dissemination of material information to the public. We also have a disclosure committee made up of the CEO and senior vice presidents who are responsible for reviewing and approving all material disclosure before it is released publicly. We regularly review our disclosure policy and update it as appropriate.

The board assesses the independence of directors annually using independence criteria that meet or exceed the following standards:

· National Policy 58-201 – Corporate Governance Guidelines;

· National lnstrument 52-110 – Audit Committees;

Independent board

11 of the 12 nominated directors are independent. Mr. Burrows is not independent because he is Pembina’s President and CEO.

· U.S. Securities and Exchange Commission rules and regulations;

· Sarbanes-Oxley Act; and

· TSX and NYSE rules.

Board diversity

The board recognizes the importance of director diversity and has a written diversity policy that serves as a framework for promoting diversity of all kinds. In 2020, the board amended its board diversity policy to add specific targets for women and overall diversity, including Indigenous peoples, persons with disabilities, and members of other racial, ethnic and/or visible minorities. These targets are in addition to the employee EDI targets we announced in 2021 – see page 34.

Five of the director nominees are women and one nominee self identifies as an Indigenous person and as a member of a visible minority. We have also improved the board’s geographic, educational, experience, and age diversity over time.

In line with the objectives of the board diversity policy, the governance, nominating and corporate social responsibility committee aims to achieve diversity on the board when identifying, selecting and recommending nominees for election, while balancing the professional qualifications required of our directors. In its annual assessment of board composition and mix of skills, the governance, nominating and corporate social responsibility committee also looks at how effective our board diversity policy is at building board diversity, considering the skills required on the board at that time.

The governance, nominating and corporate social responsibility committee and the board are specifically committed to identifying candidates who will advance the board’s diversity targets. While we do not have specific timelines for reaching our targets, we are confident that diversity is being addressed on an ongoing basis by the governance, nominating and corporate social responsibility committee and the board. We have successfully added three women to the board since the implementation of our board diversity policy.

Board diversity targets

The board has adopted diversity targets as part of its board diversity policy. It will consider new director candidates based on merit with regard to the benefits of diversity on the board, and with a view to the following diversity targets:

· female and male genders to each represent at least 30% of the independent directors on the board; and

· the board aspires to have at least 40% of independent directors represented by women, Indigenous peoples, persons with disabilities, or members of racial, ethnic and/or visible minorities.

In 2021, Pembina introduced equity, diversity and inclusion targets for employees. See page 34.

Representation

· 42% of the nominated directors self-identify as women.

· 8% of the nominated directors self-identify as an Indigenous person and as a member of a visible minority.

We do not have a formal policy imposing term limits on directors. Our priority is to assemble a board that has the right mix of skills and experience to provide strong stewardship. While the board recognizes that a longer serving director can make a growing contribution to the board over time, it balances experience with some turnover to generate fresh ideas and perspectives on various issues and our business in general. However, directors ordinarily retire from our board and do not stand for re-election once they have turned 72. The board may, however, deviate from this practice if it determines it is in the best interests of the company.

62

average age of our directors

6.5 years

average tenure of our independent directors

Previous experience

Other public company board experience¹

Public company senior leadership experience²

Industry experience – Oil & Gas³

Sector experience – Midstream

Sector experience - Petrochemical/LNG

Areas of functional expertise⁴

Operational excellence

Financial/Accounting management⁵

Capital allocation

Engineering/Technology/Research/Academia    

Safety, health and environmental

Social and corporate governance

Human resources and compensation

Capital markets

Global business activity

Enterprise risk management

Technology/Systems/Data management