(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, 2025 and concluded that the Registrant’s
internal control over financial reporting is effective as at December
31, 2025.
(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 financial reporting
due
to a transition period established by rules of the Commission for
newly public companies.
(e)
Changes in internal control over financial reporting. The information provided
under the heading “Disclosure
and Internal Controls—Change in ICFR” contained in the Registrant’s
MD&A is incorporated by reference
herein.
Notices Pursuant to Regulation BTR
Not applicable.
Identification of the Audit Committee
The Registrant has a separately designated standing audit committee established
in accordance with section 3(a)(58)(A) of
the Exchange Act. The members of the audit committee are: Isabelle Courville,
Paula Y.
Gold-Williams, Kent M. Harvey,
B. Lynn Loewen, Ian E. Robertson
and Carla M. Tully,
each of whom is “independent” as such term is defined in the
rules of the New York
Stock Exchange (the “NYSE”).
Audit Committee Financial Expert
The Registrant’s board of directors
(the “Board”) has determined that six audit committee financial experts serve on
its
audit committee. The audit committee financial experts are Isabelle Courville, Paula
Y.
Gold-Williams, Kent M. Harvey,
B. Lynn Loewen, Ian E. Robertson
and Carla M. Tully.
Information concerning the relevant experience of Isabelle
Courville, Paula Y.
Gold-Williams, Kent M. Harvey,
B. Lynn Loewen, Ian E. Robertson and Carla M.
Tully is included in
their biographical information contained in the Registrant’s
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 (the “Code”) was revised and became effective
on January 1, 2026 and applies to all
directors, officers and employees of the Registrant, including
the CEO and CFO. The revisions to the Code included: (i)
the addition of guidance regarding the responsible use of business expenses,
travel and entertainment, including
strengthened expectations for ethical conduct and accountability; (ii) enhanced
guidance on the responsible use of
artificial intelligence tools, including an expectation
to verify the accuracy of AI-generated information used in business
communications and work product; and (iii) an update to the Code’s
waiver provisions to clarify that any waiver for
executive officers or directors may be granted only by
the Company’s Board of Directors (or a
Board committee) and will
be disclosed to the extent required by applicable law,
regulation or stock exchange requirement. Other administrative
updates were made to the Code that were not substantive.
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/code-of-conduct. Any amendments or waivers to the Code with respect to
any of the
directors, officers and employees covered by it will be posted
promptly on the Registrant’s website. Information
contained
or otherwise accessed through the Registrant’s
website or any other website, other than those documents filed as exhibits
hereto or otherwise specifically referred to herein, does not form part of
this Form 40-F,
and any reference to the
Registrant’s website herein is as an inactive
textual reference only.