ECA Encana Corporation

This Proxy Statement is provided to you on behalf of the Board of Directors (the “Board”) to solicit proxies to be voted at the Meeting (including any adjournments or postponements thereof). All properly executed written proxies and properly completed proxies submitted by telephone or Internet delivered pursuant to this solicitation will be voted at the Meeting in accordance with directions given in the proxy, unless the proxy is revoked prior to completion of voting at the Meeting.

Each owner of record on the Record Date is entitled to one vote for each Common Share held.

This summary is provided for your convenience. We encourage you to read the entire Proxy Statement before voting. For additional information about our 2017 performance, please see Encana’s 2017 Annual Report on Form 10-K dated February 26, 2018 (the “Annual Report”) ¹ .

You are requested to vote on the following matters at the Meeting:

Item 1		Election of Directors We believe each of the Nominees have the necessary skills, experience and attributes to provide effective oversight and steward the long-term interests of our shareholders. Each director is elected annually and must be elected in accordance with our Policy on Majority Voting.   Information about each Nominee is provided in the “Director Skills and Experience” section on page 10 and “Director Nominee Profiles” beginning on page 12.		Board Recommendation FOR each Nominee
Item 2		Appoint PricewaterhouseCoopers LLP as Independent Auditors The Board and the Audit Committee believe retention of PwC as our independent auditors for the fiscal year ending December 31, 2018 is in the best interests of Encana and its shareholders and therefore propose PwC be reappointed to serve as independent auditors until close of the next annual meeting of shareholders.   Information about PwC and its responsibilities as Encana’s independent auditors is found on page 31.		Board Recommendation FOR
Item 3		Advisory Vote to Approve Compensation of Named Executive Officers Encana is holding a non-binding advisory vote to approve the compensation of our NEOs. Feedback from our shareholders regarding our compensation program is carefully considered by the Board and Human Resources and Compensation Committee.   For more information about our compensation program, see the “Compensation Discussion and Analysis” section starting on page 33.		Board Recommendation FOR

The 10 nominated directors receiving the highest number of “FOR” votes duly cast at the Meeting will be duly elected to the Board. Each of Items 2 and 3 above must receive an affirmative majority of votes duly cast at the Meeting to be approved.

2

Please read this section carefully, as it contains important information about how to vote your Common Shares.

Encana is sending meeting materials in connection with the Meeting directly to Registered Shareholders and indirectly to all Non-Registered Shareholders through their intermediaries. Encana will pay for an intermediary to deliver meeting materials to “non-objecting beneficial owners”. Encana is not sending the meeting materials directly to “objecting beneficial owners”.

When and Where is the Meeting?

The Meeting will be held at 10:00 a.m. MDT on May 1, 2018 at Oddfellows Building, Ballroom (Floor 4), 100 – 6 ^th Avenue S.W., Calgary, Alberta.

How many Common Shares are Outstanding and Who are the Company’s Principal Shareholders?

As of March 7, 2018, there were 970,998,364 issued and outstanding Common Shares. For information about the share ownership status of certain individuals, including our directors and officers, see “Ownership of Equity Securities of the Company” on page 29.

What Vote is Required to Elect Directors?

At the Meeting, 10 directors will be elected. The 10 nominated directors receiving the highest number of FOR votes duly cast at the Meeting will be elected to the Board.

Meeting at his or her discretion without notice. All Common Shares represented by a properly executed proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for and if the shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly.

How Will My Common Shares Be Voted If I Return a Proxy without Voting Instructions?

Shareholders who have appointed a named appointee of management to act and vote on their behalf, as provided in the enclosed form of proxy or voting instruction form, and who do not provide instructions concerning any matter identified in the Notice of the Meeting, will have the Common Shares represented by such form of proxy or voting instruction form voted FOR each Nominee, FOR the appointment of PwC as the Company’s independent auditors and FOR the resolution to approve compensation of NEOs (Say-on-Pay).

The form of proxy or voting instruction form to be used in connection with the Meeting also confers discretionary authority on the person or persons named to vote on any amendment or variation to the matters identified in the Notice of the Meeting and on any other matter properly coming before the Meeting. Management is not aware of any such amendment, variation or other matter. If, however, any such amendment, variation or other matter properly comes before the Meeting, proxies will be voted at the discretion of the person or persons named on the enclosed form of proxy or voting instruction form.

Abstentions are not considered votes cast on any proposal. “Broker non-votes” are not considered votes cast on Item 1 or Item 3, and will have no effect on the outcome of the vote. Brokers will have discretionary voting power regarding Item 2 in the event that beneficial owners, who own their Common Shares in “street name,” do not provide voting instructions regarding Item 2.

What if I Receive More than One Form of Proxy or Voting Instruction Form?

If some of your Common Shares are registered in your name and some are held in the name of one or more nominees, you will need to return more than one proxy or voting instruction form in order to vote all of your Common Shares. Please follow the instructions carefully. The voting process is different for registered and non-registered shareholders.

How Do I Vote if I am a REGISTERED Shareholder?

If your name appears on a Common Share certificate, you are a registered shareholder. If this is the case, this Proxy Statement will be accompanied by a form of proxy. If you are a registered shareholder, there are two ways that you can vote your Common Shares:

You can vote your Common Shares by proxy in any of the following ways:

You may also appoint the management appointee or someone else that need not be a shareholder to vote for you as your proxyholder by using the form of proxy. A shareholder has the right to appoint a person or company other than the named appointee of management to represent such shareholder at the Meeting. To appoint a person or company other than the named appointee, write the name of the person or company you would like to appoint in the space provided. If you appoint a non-management proxyholder, please make sure they are aware and ensure they will attend the Meeting for your vote to count.

If you are a registered shareholder, you may exercise your right to vote by attending and voting your Common Shares in person at the Meeting. Upon arriving at the Meeting, report to the desk of our registrar and transfer agent, AST, to sign in and revoke any proxy previously given. You do not need to complete or return your form of proxy if you intend to vote at the Meeting.

4

To be valid, a proxy must be signed by the shareholder or his or her attorney authorized in writing. There are several ways to submit your form of proxy which are indicated on the form of proxy. Carefully review your form of proxy for these instructions.

How Do I Vote if I am a NON-REGISTERED Shareholder?

You are a non-registered shareholder if your Common Shares are not registered in your name and are held in the name of a nominee such as a trustee, financial institution or securities broker. If your Common Shares are listed in an account statement provided to you by your broker, those Common Shares will not, in all likelihood, be registered in your name.

Such Common Shares will more likely be registered under the name of your broker or an agent of that broker. Without specific instructions, Canadian brokers and their agents or nominees are prohibited from voting Common Shares for the broker’s client. Without specific instructions, U.S. brokers and their agents or nominees are prohibited from voting Common Shares for the broker’s client with respect to “non-routine” matters, including the non-binding advisory vote to approve compensation of NEOs and on the election of directors, but may vote such Common Shares with respect to “routine” matters, in this case being only the appointment of PwC. When a broker is unable to vote on a proposal because it is non-routine and the owner of the Common Shares does not provide voting instructions, a “broker non-vote” occurs. Broker non-votes have no effect on the vote on such a proposal because they are not considered present and entitled to vote.

If you are a non-registered shareholder, there are two ways, listed below, that you can vote your Common Shares:

Your nominee is required to seek voting instructions from you in advance of the Meeting. Accordingly, you will receive from your nominee either (i) a voting instruction form for completion and execution by you, or (ii) a form of proxy for completion by you, executed by the nominee and restricted to the number of Common Shares owned by you. These procedures are to permit non-registered shareholders to direct the voting of the Common Shares that they beneficially own.

Each nominee has its own procedures which should be carefully followed by non-registered shareholders to ensure that their Common Shares are voted at the Meeting. Please contact your nominee for instructions. You may vote using any of the methods outlined on the applicable voting instruction form or form of proxy.

If you wish to vote in person at the Meeting, insert your own name in the space provided on the voting instruction form or form of proxy to appoint yourself as proxyholder and follow the instructions of your nominee.

Non-registered shareholders who instruct their nominee to appoint themselves as proxyholders should, at the Meeting, present themselves to a representative of AST. Do not otherwise complete the voting instruction form or form of proxy sent to you as your vote will be taken and counted at the Meeting.

If I change my mind, can I revoke or change my proxy once I have given it?

Yes. A shareholder may revoke a proxy by depositing an instrument in writing executed by such shareholder or by such shareholder’s attorney authorized in writing (or, in the case of a corporation, by a duly authorized officer or attorney), either at the office of the Corporate Secretary, Encana Corporation, 500 Centre Street S.E., Calgary, Alberta, T2G 1A6 prior to the Meeting, or with the Chair of the Meeting on the day of the Meeting, or in any other manner permitted by law.

In addition to any other manner permitted by law, a shareholder may change a previously submitted proxy or voting instruction form by submitting a new proxy or conveying new voting instructions by any of the means described under “How do I vote if I am a REGISTERED shareholder?” or “How do I vote if I am a NON-REGISTERED shareholder?”, as applicable. Non-registered shareholders must ensure that any change in voting instructions is communicated to the applicable nominee sufficiently in advance of the time of voting at the Meeting. Non-registered shareholders who have voted and who wish to change their voting instructions should contact their nominee promptly if assistance is required.

What is the latest time that I can submit my form of proxy or voting instruction form?

To be effective, AST must receive your proxy by 10:00 a.m. MDT on April 27, 2018 or, in the case of any adjournment or postponement of the Meeting, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the adjournment or postponed Meeting. The time limit for the deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion without notice.

5

The Company reminds shareholders that only the most recently dated voting instructions will be counted and any prior dated instructions will be disregarded.

How will votes be tabulated?

Proxies will be counted and tabulated by the Company’s registrar and transfer agent, AST. AST maintains the confidentiality of individual shareholder votes. However, proxies will be submitted to management where they contain comments clearly intended for management or to meet legal requirements.

Whom should I contact if I have questions?

If you have any questions about the information contained in this Proxy Statement or require assistance in completing your form of proxy or voting instruction form, please contact Kingsdale at:

How may I contact the registrar and transfer agent?

You may contact AST, the Company’s registrar and transfer agent, by telephone, Internet or mail, as follows:

Encana is committed to strong corporate governance practices as a key component in driving and maintaining shareholder value. We believe effective corporate governance enhances transparency, strengthens accountability of Board and management, and maintains trust in Encana and our industry. The Board regularly monitors emerging best practices in corporate governance to enhance alignment with the interests of our shareholders. A summary of some of our current practices is provided below.

Corporate Governance Practices

Annual Election of All Directors Individual Director Election (No Slate Voting) Share Ownership Guidelines for Directors and Executives Independent Board Chairman & Committee Chairs Independent Board Members, Except CEO Independent Board Committees Majority Voting Guidelines for Directors Incentive Compensation Claw- back Policy Prohibition on Hedging or Pledging for Directors and Executives Independent Directors Hold Executive (or in-camera) Sessions at Board and Committee Meetings Board Orientation/Education Program Annual Advisory Vote of Executive Compensation Annual Board and Director Evaluation Process Business Code of Conduct and Ethics Program No Dual-Class Shares

6

We believe each of the Nominees have the professional expertise, experience and personal attributes to effectively steward Encana’s long-term sustainability and growth and to represent the interests of our shareholders. Each Nominee is a current member of our Board and received over 96 percent support at our 2017 annual meeting of shareholders.

Summary information about each of the Nominees is provided below. For more detailed information regarding the Nominees, please see “Director Nominee Profiles” starting on page 12.

Directors are elected annually by shareholders, and hold office until the earlier of close of the next annual meeting of shareholders (“Next Meeting”) or until a successor is elected or appointed. Under our Articles of Incorporation (“Articles”), our Board must have a minimum of eight and maximum of 17 directors. Additional directors may be appointed by the Board between shareholder meetings. Such directors may hold office until close of the Next Meeting. However, appointed directors may not exceed one-third of directors elected at the previous annual meeting.

The Board has fixed the number of directors to be elected at the Meeting at 10 directors.

The individuals named in “Director Nominee Profiles” will be presented for election at the Meeting. Each Nominee is a current member of our Board and is independent, with the exception of Mr. Suttles, our President & Chief Executive Officer (“CEO”).

The Company has no reason to believe any of the Nominees will be unable to serve as a director. In the event a Nominee withdraws his or her name or is unable to serve as a director, you or your proxyholder will have the right to use discretion in voting for such other properly qualified nominees.

Vote Required for Approval

Subject to our Policy on Majority Voting, the 10 nominated directors who receive the highest number of FOR votes duly cast at the Meeting will be elected to the Board.

7

Board Composition

A snapshot of our Board’s composition, including membership, as well as average age and tenure, is illustrated below:

Role of the Board

The Board is elected by shareholders to steward the Company’s overall business and financial strength, as well as its long-term sustainability. Among the Board’s fundamental responsibilities are to maximize shareholder value, appoint a competent executive team to oversee the management of the business, including operational effectiveness and financial reporting, while ensuring ethical corporate conduct is observed, through appropriate governance and internal controls. Key features of our Board structure include:

Specific responsibilities of the Board are contained in our written Board of Directors’ Mandate, attached to this Proxy Statement as Schedule B and available on our website at www.encana.com/about/board-governance/mandates-guidelines.html .

Strategic Planning

The Board plays an integral role in the strategic planning and evaluation process. The Board approves the strategic plan and regularly evaluates performance against the plan. Discussion about Encana’s strategy occurs at each regularly scheduled Board meeting, and is examined in-depth each year at a dedicated Board strategy session.

Supervision of Management

The Board is responsible for appointing the CEO and evaluating his or her annual performance against objectives it approves for the year. Annual compensation for the CEO and each ELT member is recommended by the HRC Committee and approved by the independent directors.

The Board is also responsible for establishing clear authority limits for the CEO. These primarily relate to his financial authority, approval of significant transactions, and departures from the approved strategic plan.

8

Risk Management

The Board also oversees Encana’s risk management programs, including regular monitoring to ensure management processes are functioning as intended. To assist in discharging this responsibility, the Board delegates certain limited authority in respect of key risk management programs to its Committees, including in relation to financial reporting and accounting, environment, health and safety, human resources, reserves and corporate responsibility matters. Each Committee is responsible for reviewing policies and practices relevant to its respective area of allocated risk, and for working with management to identify, monitor and manage corresponding risks. This structured oversight is reflected in the current responsibilities of each Board Committee, summarized as follows:

Each Committee reports to the Board, which coordinates the Company’s overall risk management approach. This structure encourages independent director leadership and risk management at the Committee level, to support ultimate oversight by the full Board.

Sustainability

Encana’s long-term strategy is to be among the most efficient producers of oil and natural gas. We strive continuously and relentlessly to improve the efficiency of our operations and conduct our business in an ethically, environmentally and socially responsible manner. We believe our approach can deliver strong performance for our shareholders, and responsibly sourced, affordable energy to consumers today and into the future.

We believe our portfolio and strategy are both resilient and inherently sustainable. Our approach is risk-based and focused on identifying sustainability, environmental, social and governance (“ESG”) related issues of importance to our key stakeholders and with potential to impact our strategy.

The Board is responsible for ensuring appropriate identification and management of sustainability and ESG-related issues. The Board is assisted by the CREHS Committee, which is responsible for:

Sustainability and ESG-related issues and related risks are reviewed and discussed by the Board on a quarterly basis, including through our internal Corporate Risk Report. The Board also engages directly with external speakers on topics relevant to Company strategy, including ESG-related issues.

9

Internal Controls

The Board oversees the integrity of Encana’s internal controls and management information systems. Oversight of controls over accounting and financial reporting systems has been delegated by the Board to the Audit Committee.

Management is responsible for maintaining appropriate internal controls over financial reporting and providing quarterly overviews to the Audit Committee. Quarterly reporting to the Board and Audit Committee provides reasonable assurance that public reporting of our financial information is reliable and accurate, transactions are appropriately accounted for, and assets are appropriately safeguarded. Encana also follows a quarterly organization-wide certification process to reinforce accountability for key internal controls at all levels, with results reported to the Board.

Board Assessment Process

The Board, assisted by the NCG Committee, assesses its overall and individual director effectiveness on an annual basis.

The Board regularly conducts a comprehensive evaluation to assess overall Board and Committee functioning and the effectiveness of individual directors. Overseen by the Chairman of the Board, this evaluation includes use of detailed effectiveness questionnaires and individual in-person interviews with each independent director to discuss overall effectiveness. Assessment results are discussed at the NCG Committee and presented to the full Board for review and discussion.

Assessment results are used to identify areas for performance or process improvements or individual development. Key learnings and action items are captured by the NCG Committee for monitoring and to ensure appropriate follow-up action. The NCG Committee also regularly reviews Board and Committee mandates to identify and address any areas for change.

Board Tenure

Encana does not have a mandatory retirement age or formal term limits for directors. The Board believes its emphasis on regular and structured Board assessment and evaluation, ongoing succession planning and strong corporate governance practices create an engaged and dynamic Board. The Company also believes it is valuable to maintain a balance between regular renewal and retention of experienced and skilled incumbent Board members. This balance is reflected in the relatively short average tenure of our current directors, which is six years.

Director Skills and Experience

Directors must have a balance of strong business acumen, professional expertise and history of achievement to be considered for nomination to the Board. Board members must be highly skilled and experienced to provide effective stewardship of the Company and its future growth.

The NCG Committee is responsible for identifying prospective Board members and ensuring a robust Board renewal process. Potential candidates identified by the NCG Committee are evaluated based on a skills matrix and factors including diversity and geographic representation. The size and composition of the Board is regularly assessed to ensure an optimal balance of skills, professional expertise and experience is maintained.

10

The skills and expertise of each of the Nominees is summarized below. Areas noted below have been identified by the Board as critical to ensuring effective stewardship of Encana and its future. Detailed information about each Nominee is also provided in the “Director Nominee Profiles” beginning on page 12.

Notes:

11

The following provides detailed information about each Nominee, including place of residence, principal occupations, public directorships in the past five years, 2017 Committee membership and attendance record. Common Shares and Deferred Share Units (“DSUs”) held by each Nominee, directly, indirectly, controlled or directed as at March 1, 2018 and March 1, 2017, and minimum director share ownership requirements in effect as at March 1, 2018 are also provided. Current directorships are indicated by “*”. For 2018, our director compensation structure and share ownership guidelines have been revised, as further described under “Director Compensation – What’s New: 2018 Director Compensation Structure” on page 26.

12

13

				Mr. McIntire has been the Chief Executive Officer of TerraPower, LLC (a private nuclear energy technology company) since August 2015. Prior to that he served as Chief Executive Officer and President of CH2M HILL (a private consulting company) from January 2009 to January 2014, Chairman from 2010 through 2014 and Executive Chairman of the Board from January 2014 to October 2014. Mr. McIntire previously served as CH2M HILL’s Chief Operating Officer and President. During his tenure as CEO, CH2M HILL enjoyed growth and stability, increasing to over 30,000 employees, expanding its international presence to over 100 countries, diversifying its service offerings, and doubling revenues to US$7.0 billion. Prior to joining CH2M HILL, Mr. McIntire was a partner, Executive Vice-President, and served on the Board of Directors of the Bechtel Group of Companies from 1989 to 2004. Mr. McIntire served on the Chairman’s Leadership Council, and was President of several of Bechtel’s multibillion-dollar companies.   Skills and Qualifications Mr. McIntire brings over 35 years of executive leadership and governance experience to the Board.

14

15

16

Notes:

17

Board Leadership Structure

Encana’s Board leadership framework consists of a Chairman of the Board, independent Committee Chairs and active engagement by all directors. The Board believes this structure encourages effective balance between strong Board oversight and appropriate leadership and risk management, assisted by skilled Committee members comprised of experienced independent directors.

Independent Chairman of the Board

The Board believes Encana is best served by separating the positions of Chairman of the Board and CEO. The Chairman must be an independent Board member and appointed by the remaining independent directors. The Chairman is responsible for ensuring effective functioning of the Board, providing leadership and serving as the primary liaison between the Board and management. Our current Chairman of the Board, Clayton H. Woitas, is a non-executive, independent director. Mr. Woitas has served as Chairman of the Board since July 2013.

Duties and Responsibilities of the Chairman of the Board

The Chairman of the Board:

Position Descriptions

The Board has approved position descriptions for the Chairman of the Board, Committee Chairs and CEO. These are available on the Company’s website at www.encana.com .

Director Orientation

The NCG Committee is responsible for orientation of new directors and continued education of existing Board members. Encana’s director orientation program provides new directors with detailed information on the Company’s strategy, assets and operations, financial information, as well as the role and expectations of the Board and its Committees. Access to orientation materials, including director information handbook and information regarding Encana’s policies, guidelines and governance practices, is provided to directors via an online Board portal.

Directors are provided regular opportunities to interact with management to discuss key financial, operational and industry matters. New directors are encouraged to meet independently with the Chairman of the Board, other independent directors or the CEO directly. Board and Committee meetings are held in the Company’s offices in Canada and the United States. Directors also participate in annual field tours of operations of the Company’s assets.

Director Attendance

Each director is expected to attend each meeting of the Board and of the Committees of which he or she is a member.

In 2017, Encana held five regularly scheduled Board meetings, two additional special meetings and 19 Committee meetings. Overall combined director attendance at Board and Committee meetings in 2017 was 96 percent. All Board members attended the Company’s 2017 annual meeting of shareholders. Attendance records of each director are found in “Director Nominee Profiles” beginning on page 12.

18

Executive Sessions

The independent directors regularly meet without management present at Board and Committee meetings. Each Committee Chair presides over their respective Committee executive sessions. The Chairman of the Board presides over any executive sessions of the Board. In 2017, there were six Board meetings and 18 Committee meetings that held executive sessions.

Continuing Education

Continuing education enables directors to enhance their understanding of our business and industry, and remain current on governance issues relevant to their responsibilities. Board materials provided to directors in advance of each regularly scheduled meeting include detailed pre-reading and background analysis. Regular updates and analysis on emerging industry, regulatory and governance matters are also provided to directors at Board and Committee meetings.

Encana supports continuing director education through paid director subscriptions to leading national director education associations in the U.S. and Canada. Board members receive access to continuing education resources and attend conferences, seminars and webinars on board governance and related industry matters. Examples of continuing education sessions attended by Board members and/or hosted by Encana in 2017 include:

Succession Planning

The Board, HRC Committee and NCG Committee are actively involved in the Company’s succession planning processes. The HRC Committee is responsible for annually reviewing Encana’s overall organizational leadership and talent development framework, including succession planning for ELT members. Succession planning for the CEO and ELT members is reviewed annually by the HRC Committee and the entire Board; the NCG Committee oversees succession planning for Board members.

Encana has a robust succession planning framework which assesses competencies, experience, leadership capabilities and development opportunities of each succession candidate. Succession planning and professional development is directed at all levels of the organization to create the high performing talent pool we require to execute on our strategic objectives over the long term.

Other Board Memberships and Interlocks

Several of the Nominees are also directors of other reporting issuers. The Board does not impose express limits on the number of other public company boards upon which its directors may serve. Expectations and time commitments of Board members are, however, discussed on an ongoing basis and by the NCG Committee with each director candidate. Board memberships of each Nominee are found under “Director Nominee Profiles” beginning on page 12.

The Board does not have a formal policy on interlocking directorships. The NCG Committee considers it good governance, however, to avoid interlocking relationships, if possible. No Nominee sits on the same board of directors of any outside reporting issuer.

19

Access to Independent Advisors

The Board and its Committees have authority to retain independent financial, legal, compensation and other advisors as it considers appropriate to assist in the discharge of its duties.

Director Selection Process

The NCG Committee identifies prospective director candidates, recommends directors (including Chairpersons) for each Committee, and reviews and recommends corporate governance practices to the Board. In evaluating individual director nominees and Committee membership, the Committee seeks to balance knowledge, experience and personal attributes to identify individuals capable of providing effective oversight to reflect shareholder interests. In this regard, the NCG Committee evaluates a suite of individual attributes (e.g., professional experience, skills, background, race and gender), without disproportionately weighting any single attribute. Creating diversity of perspective through a variety of professional experiences, skills and backgrounds, as well as geography, race and gender are among the factors considered by the NCG Committee in assessing Board composition.

When evaluating prospective Board candidates, the NCG Committee assesses the Director Skills and Experience matrix on page 11, credentials set forth in our Corporate Governance Guidelines and, on an overall basis, individual level of integrity, good business judgment and a proven record of strong leadership capabilities. The prospective candidate must also be willing and able to commit the time necessary for Board service.

The Board currently meets the composition requirements in our Articles and Corporate Governance Guidelines. The Board therefore has no immediate plans to increase its size. If, however, the Board should decide to add to our current directors, candidates will be evaluated by the NCG Committee based on the professional, personal and diversity considerations outlined above.

As the Board does not have term limits, the NCG Committee annually reviews each director’s continuation on the Board and regularly assesses the appropriate size of the Board. In addition, the NCG Committee considers, from time to time, various potential candidates for directorships. Candidates may come to the attention of the NCG Committee through current Board members, professional search firms, shareholders or other persons. These candidates may be evaluated at regular or special meetings of the NCG Committee and may be considered at any point during the year by the NCG Committee.

In addition, the NCG Committee will consider nominees recommended by shareholders in accordance with the procedures outlined under “Shareholder Proposals and Director Nominations”. The NCG Committee will evaluate such nominees according to the same criteria, and in the same manner, as any other director nominee.

The Company’s Corporate Governance Guidelines are available at http://www.encana.com/about/board-governance/documents-filings.html.

Board Committees

The Board has five standing committees to assist in carrying out its responsibilities:

Special ad hoc committees may also be appointed from time to time for important matters. Each Committee is comprised solely of independent directors, and chaired by an independent director.

The mandate and responsibilities of each Committee are summarized below. Written mandates for each standing Committee are available on Encana’s website at www.encana.com/about/board-governance/mandates-guidelines.html.

Audit Committee

At year-end 2017, the Audit Committee was comprised of Bruce G. Waterman (Chairman), Margaret A. McKenzie, Suzanne P. Nimocks and Brian G. Shaw.

20

The Audit Committee oversees Encana’s internal financial control systems, including quarterly and annual financial reporting by management, as well as Encana’s internal auditors and external auditors, and provides recommendations to the Board. In discharging its duties, the Audit Committee meets regularly in-camera, without management present, including with external auditors.

Independence and Financial Literacy

Each Audit Committee member must be independent and financially literate in accordance with applicable securities laws and stock exchange rules. All current members of the Audit Committee are both independent and financially literate.

The United States Securities and Exchange Commission (the “SEC”) also requires the Board annually determine if the Audit Committee includes at least one “audit committee financial expert” and, if so, to name such individual(s). For this purpose, an “audit committee financial expert” must have the following attributes:

In 2017, the Board determined Ms. McKenzie and Mr. Waterman to be “audit committee financial experts” as defined by the SEC.

The Audit Committee held five meetings in 2017. For further information about the Audit Committee, please see our Annual Report.

Human Resources and Compensation Committee

At year-end 2017, the HRC Committee was comprised of Suzanne P. Nimocks (Chairperson), Fred J. Fowler, Lee A. McIntire, Margaret A. McKenzie and Bruce G. Waterman.

The HRC Committee is responsible for reviewing and recommending to the Board, for approval, compensation for the Company’s executive officers, including the CEO. Under its mandate, responsibilities of the HRC Committee include:

The HRC Committee retains an independent advisor to provide advice and perspective on executive compensation matters. The advisor reports directly to the HRC Committee Chairperson, and performs no services to management. For more information on the independent compensation advisor, please see “Independent Compensation Advisor” in the Compensation Discussion and Analysis section.

All members of the HRC Committee qualify as “Non-Employee Directors” under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and qualify as “outside directors” as defined in Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended.

21

In 2017, the HRC Committee held four regularly scheduled meetings and one special meeting.

HRC Committee: Interlocks and Insider Participation

During 2017, no HRC Committee member: (i) is a current or was a former officer or employee of Encana or any of its subsidiaries; or (ii) had a relationship that must be described under the SEC rules relating to disclosure of related person transactions. None of Encana’s executive officers served on the board of directors or compensation committee of any entity that had one or more of its executive officers serving on Encana’s Board or HRC Committee during 2017.

Compensation Risk

Compensation related risk is identified and managed by the Board and HRC Committee using a structured decision-making process and program safeguards. All compensation matters impacting our executive officers, including the CEO, are reviewed and approved by the independent members of the full Board.

To ensure Encana does not encourage its executive officers to take unnecessary risks that could have a material adverse impact on Encana, the HRC Committee conducts annual compensation risk assessments. Such assessments are reviewed and conducted by the HRC Committee’s independent compensation consultant.

The HRC Committee conducted a risk assessment of Encana’s compensation program and practices in 2016. The assessment, conducted by its independent consultant concluded “it was not reasonably likely that the Company’s executive pay programs will have a material adverse impact on the Company, its business or its value”, and recognized the Company’s strong compensation governance practices. For more information on how the HRC Committee and the Board manage compensation-related risk, see “Compensation Risk Management” on page 52.

Nominating and Corporate Governance Committee

At year-end 2017, the NCG Committee was comprised of Clayton H. Woitas (Chairman), Peter A. Dea, Howard J. Mayson, Suzanne P. Nimocks and Bruce G. Waterman.

The NCG Committee is responsible for reviewing and providing recommendations to the Board regarding corporate governance matters, monitoring regulatory developments, as well as overseeing director recruitment and annual Board, Committee and director evaluation process. The NCG Committee reviews director compensation and recommends same to the Board for approval. The NCG also reviews and recommends to the Board any changes submitted by each Committee to their respective mandates, which are reviewed on an annual basis.

The NCG Committee held three meetings in 2017.

Reserves Committee

At year-end 2017, the Reserves Committee was comprised of Howard J. Mayson (Chairman), Peter A. Dea and Brian G. Shaw.

The Reserves Committee is responsible for review and oversight of the Company’s independent qualified reserves evaluators (“IQREs”) or auditors (“IQRAs”), if any, retained for purposes of evaluating and auditing management’s procedures for determining and reporting Encana’s oil and gas reserves and resources data, and providing such information to the IQREs or IQRAs, as well as reviewing annual reserves and resources estimates prior to public disclosure.

The Reserves Committee held three meetings in 2017.

Corporate Responsibility, Environment, Health and Safety Committee

At year-end 2017, the CREHS Committee was comprised of Peter A. Dea (Chairman), Fred J. Fowler, Howard J. Mayson and Lee A. McIntire.

The CREHS Committee assists the Board by overseeing the review, monitoring and reporting of Encana’s EH&S, corporate responsibility and government relations matters, including related policies, standards and practices. The CREHS Committee is also responsible for overseeing the Company’s business conduct and ethics program, including training and reporting.

The CREHS Committee held three meetings in 2017.

22

Policies and Standards

Policy on Majority Voting

A director who receives more “withhold” than “for” votes at the Meeting must immediately tender his or her resignation to the Board, even though the director may be duly elected under applicable law. The NCG Committee will review and make a recommendation to the Board whether to accept or reject the director’s resignation, having regard to the best interests of Encana and any other factors it considers relevant in the circumstances. The Board shall accept the resignation absent exceptional circumstances, and the resignation shall be effective when accepted by the Board. The director may not participate in Board (or NCG Committee) deliberations on the matter.

A decision will be reached by the Board regarding the matter within 90 days following the Meeting. If it accepts the resignation, the Board may appoint a new director to fill the vacancy in accordance with our Articles, the Company’s By-laws (“By-laws”) and applicable law. The Company will promptly issue a news release with the Board’s decision. If the Board determines not to accept the resignation, the news release will fully state the reasons for that decision.

The Policy on Majority Voting only applies to uncontested elections where the number of nominated directors equals the number of directors to be elected at the Meeting. In a contested election (where the number of nominated directors exceeds the number of directors to be elected), directors with the highest number of Common Shares voted in their favour will be elected to the available Board seats.

Business Code of Conduct

The Board and NCG Committee are responsible for overseeing our approach to corporate governance. This includes developing appropriate practices to ensure the Board functions independently of management and applicable legal, regulatory and other compliance matters are effectively addressed. The Board continually evaluates our practices by monitoring Canadian and U.S. regulatory developments regarding corporate governance, accountability and transparency of public company disclosure.

The Board has implemented a comprehensive Business Code of Conduct (the “Code”) as well as other corporate governance policies applicable to directors, employees, officers and contractors. Based on Encana’s Foundational Values of Safety, Trust, Respect and Integrity, the Code represents the foundation of Encana’s commitment to ethical conduct in all that we do. The Code clearly articulates the behavioural expectations and obligations of our directors, employees and contract personnel, including in respect of the following:

Each year, directors and employees are required to reaffirm their commitment to the Code and its related policies. In 2017, all directors and employees affirmed their commitment to the Code as part of Encana’s annual recommitment process. Encana also conducts regular in-person training on the Code and ethics and compliance issues for staff in our office and field locations throughout the year.

Reporting and communication of concerns by staff or the public is strongly encouraged, including through Encana’s Integrity Hotline (the “Hotline”). The Hotline enables 24-7 reporting (either online or by telephone) of any suspected illegal, unethical or improper conduct. Concerns may be reported confidentially or anonymously by any individual. The Hotline is operated by an external third party which reports to Encana’s Ethics & Compliance Team for review and, where required, investigation. Investigation and Hotline activities are reported quarterly to the CREHS Committee. Concerns involving any accounting, internal accounting control, auditing or other financial irregularity are provided to the Audit Committee. Any material matters or investigations are reported directly to the Board.

The Board is responsible for monitoring compliance with the Code. In addition to reports by management to the Board on Encana’s annual recommitment process, Encana’s internal audit function performs audit procedures to assess the effectiveness of the Company’s compliance with the Code. The vice-president responsible for internal audit, who has a direct reporting relationship to the Audit Committee, reports on respective audit procedures to that committee. In addition, on a regular basis, the Code is reviewed and, if appropriate, updated to reflect Encana’s commitment to ethical conduct and address related legal requirements and best practices.

23

Any waivers of the Code in respect of any officer or director can only be approved by the Board and must be promptly disclosed as required by law. The Board has not waived any aspect of the Code to date, and we have never been required to make filings in accordance with securities laws regarding a departure from the Code.

The Code is available at www.encana.com/pdf/about/board-governance/policies/business-conduct.pdf .

Disclosure Policy

Encana’s Disclosure Policy reflects our commitment to timely, balanced and accurate public disclosure regarding the Company’s affairs and activities. The Policy addresses disclosure of material information, use of authorized and designated corporate spokespersons, and clear guidelines regarding interactions with analysts, investors and the media to avoid selective disclosure. The Policy also sets out the role and responsibilities of Encana’s internal Disclosure Committee in overseeing and monitoring disclosure matters. The Disclosure Policy applies to all directors, employees and contract personnel, and is available at www.encana.com/about/board-governance/policies .

Securities Trading and Insider Reporting Policy

Our directors, employees and contractors are also subject to our Securities Trading and Insider Reporting Policy. The Policy prohibits insider trading, establishes a regular blackout period schedule, outlines trading restrictions and reporting obligations of the Company insiders, and sets out the Company’s obligations to stock exchanges and regulators.

The Policy also expressly prohibits directors and employees from engaging in any form of equity monetization transactions (including the purchase of financial instruments to hedge or offset a decrease in value), as well as the following activities, involving the Company securities:

The Securities Trading and Insider Reporting Policy applies to all directors, employees and contract personnel, and is available at www.encana.com/about/board-governance/policies .

Diversity

We believe a diversity of perspective and experience enhances Board and management effectiveness by enabling a broader identification of opportunity and risk, as well as potential impacts to our business. To encourage diversity in leadership, Encana actively considers diversity, including gender representation, when identifying qualified candidates for leadership opportunities. This commitment is reflected in our practices, including a long history of representation of women on our Board and our ELT, as well as robust succession and leadership development processes, as described below. More formally, it is also reflected in our Corporate Governance Guidelines, which expressly include diversity among the criteria to be considered when evaluating candidates for appointment or election to the Board. In light of this active and demonstrated commitment and the integration of diversity considerations into our existing practices, Encana has not adopted a formal, standalone diversity policy or specific diversity targets for determining Board membership or appointment of executive positions.

In respect of Board composition, Encana has a long history of strong representation of women. In 2017, 30 percent (or three) of our independent directors were women. For this Meeting, two of our Nominees (or 22 percent of our independent directors) are women. The decrease in female director representation from 2017 is solely due to the retirement of one of our long-standing and accomplished female directors. Since 2003, at least two of our Board members have been women.

This strong representation continues at the executive level, where three (or 43 percent) of our ELT members are women, each widely recognized for their accomplishments and industry contributions. In respect of our five NEOs, two (or 40 percent) are represented by female executives (described in our Compensation Discussion and Analysis, at page 33) occupying key executive leadership roles in our organization. Within Encana’s significant subsidiaries (as disclosed in the Annual Report), approximately 32 percent of board positions and 34 percent of officer positions are held by women (as at December 31, 2017). Below the Board and executive level, Encana actively supports professional development for women, including through our Encana Women’s Network, targeted succession planning and professional development programs, as well as formal and informal mentoring.

24