Exhibit
15.1 MANAGING GENERAL PARTNER OF BROOKFIELD RENEWABLE ENERGY PARTNERS
L.P. BOARD OF DIRECTORS CHARTER February 2015 1.       Purpose
of the Partnership and the Managing General Partner Brookfield Renewable Energy Partners L.P. (“Brookfield Renewable”)
and its related entities have been established by Brookfield Asset Management
Inc. (“BAM”) as BAM’s  primary vehicle through which it will acquire
renewable power assets on a global basis.  The purpose of Brookfield Renewable
is to (i)establish,
acquire and/or hold interests in Brookfield Renewable Energy L.P. (“BRELP”)
and, subject to approval of the Managing General Partner (as defined below), in
other entities involved in the power generating and development business;
(ii) engage in any activity related to the capitalization and financing of
Brookfield Renewable’s interests in  BRELP and such other entities; and
(iii) engage in any activity that is incidental to or in furtherance of
the foregoing and that is approved by its general partner and that lawfully may
be conducted by a limited partnership organized under theLimited
Partnership Act  1883(Bermuda) and Brookfield Renewable’s limited
partnership agreement. The general partner of Brookfield Renewable (the “Managing General
Partner”) is responsible for conducting, directing and managing all
activities of Brookfield Renewable. 2.       Role
of the Board The board of directors (the “Board”) of the Managing General
Partner meets regularly to review reports by Brookfield Renewable’s Service
Provider (as defined below) on Brookfield Renewable’s performance and other
relevant matters of interest. In addition to the general supervision of the
Service Provider,  the Board performs the following functions: (a)supervising the affiliates of BAM
that are engaged in the provision of management services under the master
services agreement (collectively, the “Service Provider”); (b)capitalizing
and financing Brookfield Renewable’s interests in BRELP; (c)providing
oversight of the activities of BRELP; and (d)overseeing
the other activities of the Managing General Partner. 3.       Authority and
Responsibilities The Board meets regularly to review reports
by the Service Provider on Brookfield Renewable’s performance. In addition to
the general supervision of the provision of services by theService
Provider, the Board performs the
following functions: (a)risk
assessment – assessing the major risks facing Brookfield Renewable and
reviewing, approving and monitoring the manner ofaddressingthose risks; (b)communications
and disclosure policy – adopting a communications and disclosure policy for
Brookfield Renewable, including ensuring the timeliness and integrity of -1-


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communications to unitholders and establishing suitable
mechanisms to receive stakeholder views; (c)corporate
governance – developing Brookfield Renewable’s approach to corporate
governance, including developing a set of corporate governance principles and
guidelines applicable to Brookfield Renewable; (d)internal
controls – reviewing and monitoring the controls and procedures within
Brookfield Renewable to maintain its integrity including its disclosure
controls and procedures, and its internal controls and procedures for financial
reporting and compliance; and (e)maintaining
integrity – on an ongoing basis, satisfying itself that the chief executive
officer and other executive officers of theService
Provider create a culture of integrity throughout the organization, includingcompliancewithBrookfield Renewable’s Code of
Business Conduct & Ethics and its Anti-bribery and Anti-corruption Policy. Brookfield Renewable’s
main purpose is to hold limited partnership interests of BRELP.  Accordingly,
the Board performs its functions principally through requiring that the general
partner of BRELP perform comparable functions in respect of BRELP, including
adopting policies in respect of communications and disclosure and corporate
governance that are comparable to those of the Managing General Partner.  The
policies of BRELP must also impose appropriate obligations on the entities in
which it invests.  Both the Managing General Partner and the general partner of
BRELP will fulfill their responsibilities regarding the evaluation of risks and
internal controls through receiving and evaluating reports on such matters from
entities in which they invest. 4.       Composition
and Procedures (a)Size
of Board and Selection Process – The directors of the Managing General Partner
are elected by its shareholders from time to time.  The Nominating and
Governance Committeerecommendsto the full Board the nominees for
election to the Board and the Board proposes a slate of nominees for election,
the number of which is subject to limits in its constating documents. The
Nominating and Governance Committee also recommends the number of directors
from time to time. (b)Qualifications
– Directors should have the highest personal and professional ethics and values
and be committed to advancing the best interests of Brookfield Renewable.  They
should possess skills and competencies in areas that are relevant to the
Managing General Partner’s activities. At least three directors and at least a
majority of the directors will be independent directors based on the rules and
guidelines of applicable stock exchanges and securities regulatory authorities. (c)Meetings
– The Boardholdsat least four scheduled meetings a year. The Board is responsible for
its agenda. Prior to each Board meeting, the Chair of the Board discusses
agenda items for the meeting with theService Provider. Materials for each
meeting are distributed to the directors in advance of the meetings.  If the
Chair of the Board is absent from a meeting, the other directors shall select a
director  from those in attendance to act as chair of the meeting.  The
directors shall appoint a secretary to be the secretary of all meetings and to
maintain minutes of all meetings and deliberations of the Board. At the conclusion of each regularly scheduled meeting, the independent
directors meet separately. -2-


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(d)Committees
– The Board has established the following standing committees to assist it in
discharging its responsibilities: Audit and Nominating and Governance. Special
committees may beestablishedfrom time to time to assist the Board in connection with specific
matters. The chair of each committee reports to the Board following meetings of
their committee. The governing charter of each standing committee is reviewed
and approved annually by the Board. (e)Evaluation
– The Nominating and Governance Committee performs an annual evaluation of the
effectiveness of the Board as a whole, the committees of the Board and the
contributions of individual directors, and provides a report to the Board on
the findings of this evaluation. In addition, each committee assesses its own
performance annually. (f)Compensation
– The Nominating and Governance Committee recommends to the Board the
compensation for directors and supervises any changes to the fees to be paid
pursuant to the master services agreement (it is the policy of the Managing
General Partner that management directors do not receive compensation for their
service on the Board). In reviewing the adequacy and form of compensation for
directors, the Nominating and Governance Committee seeks to ensure that the
director compensation reflects the responsibilities and risks involved in being
a director of the Managing General Partner and aligns the interests of the
directors with the best interests of Brookfield Renewable. (g)Access
to Outside Advisors – The Board and any committee may at any time retain
outside financial, legal or other advisors at the expense of the Managing
General Partner.  Any director may, subject to the approval of the Chair of the
Board, retain an outside advisor at the expense of the Managing General
Partner. (h)Charter
of Expectations – The Board has adopted a Charter of Expectations for Directors
which outlines the expectations the Managing General Partner places on its
directors in terms of professional and personal competencies, performance,
behaviour, conflicts of interest and resignation events. This Charter of the Board was reviewed and
approved by the Board on February 5, 2015. -3-


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