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Fourth
Session, 45th General Assembly 56
Elizabeth II, 2007 |
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AN ACT RESPECTING THE |
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Received and Read the First Time................................................................................................... |
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Second |
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Committee............................................................................................................................................ |
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Third |
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Royal Assent...................................................................................................................................... |
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HONOURABLE KATHY DUNDERDALE Minister of Natural Resources |
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Ordered
to be printed by the Honourable House of Assembly |
EXPLANATORY NOTE The purpose of this Bill is as set out in the Long Title. |
A AN ACT RESPECTING THE Analysis 1. Short title 2. Definitions 3. Corporation continued 4. Application of the Corporations Act 5. Corporation's objects 6. Board of directors 7. Chairperson and CEO 8. Minutes 9. Service contract 10. By-laws 11. Appointment of staff 12. Future power demand forecasts 13. Subsidiaries of corporation 14. General powers 15. Accounting methods and rate stabilization plan 16. Pensions 17. Acts applicable 18. Application of Acts 19. Application of Acts 20. Borrowing power 21. Guarantee of loans 22. Manner and form of guarantee 23. Guarantee of payment 24. Guarantee of repayment 25. Short-term loans 26. Agreements 27. Performance guarantee 28. Loans by government 29. Performance under guarantee 30. Total amount of loan 31. Financial year 32. Capital and operating expenses 33. Audit and financial statement 34. Fund established 35. Financial provisions to have full effect 36. Actions 37. Assets and liabilities of PDD 38. Offences 39. Disposition of shares 40. RSNL1990 cH-16 Rep. 41. Commencement Be it enacted by the Lieutenant-Governor and House of Assembly in Legislative Session convened, as follows: Short title 1. This
Act may be cited as the Hydro Corporation
Act, 2007. Definitions 2. In
this Act (a) "board" means the board of directors
of the corporation; (b) "chairperson" means the chairperson
of the board; (c) "corporation" means the (d) "director" means a director of the
board; (e) "land" means real property of every
kind, and includes tenements, hereditaments, and appurtenances, leaseholds, and
an estate, term, easement, right or interest in, to, over, under or affecting
land, including rights-of-way, and waters, water rights, water powers and water
privileges; (f) "minister" means the minister
appointed under the Executive Council Act
to administer this Act; (g) "person" includes a natural person, a
corporation, another entity recognized by law, and the heirs, executors, administrators
or other legal representatives of a person; (h) "power" includes electrical power,
however generated and electrical energy; and (i) "works" means all land, property,
buildings, plants, machinery, installations, materials, dams, canals, devices,
fittings, apparatus, appliances, and equipment made, established or acquired or
utilized, or useful for the development, generation or production of power or
its transmission, distribution, delivery, supply, sale, purchase or use. Corporation continued 3. (1) The
Newfoundland and (2) The corporation is charged with and shall
discharge all obligations and liabilities imposed on it or assumed or incurred
by it under the name of the Newfoundland and Labrador Power Corporation and
existing immediately before January l, 1975, and all obligations and
liabilities imposed on it or assumed or incurred by it under the name of the
Newfoundland and Labrador Power Commission and existing immediately before
January 1, 1975. (3) The head office of the corporation shall be at
(4) The corporation is an agent of the Crown. (5) Notwithstanding that the corporation is an
agent of the Crown, the corporation may, for the purpose of this Act and
subject to conditions it considers necessary, (a) acquire from the Crown in right of (b) enter into contracts with the Crown in right
of Canada, the province or another province of Canada, or an agency of the
Crown in right of Canada or of this or another province of Canada; and (c) appoint agents to act on its behalf. (6) Property of the corporation is the property of
the Crown, but title to it is vested in the name of the corporation. (7) A director or a person employed by the
corporation does not become, by reason of that office or employment only, an
officer or employee of the Crown. (8) Notwithstanding subsection (2), in all Acts of
the Legislature, agreements, legal documents and instruments, the corporation
may be referred to as " Application of
the Corporations Act 4. (1) The Corporations Act, except for section 27, paragraphs 31(a) to (e), sections 32, 76, 81, 167, 169, 172, 173, 177 and 178, subsections 184(3) and (4), section 188, subsections 189(1) and (2), paragraphs 189(3)(a), (d), (h) and (j), sections 200, 201, 203 to 209, subsections 245(1), (3) and (4), sections 273 and 275, subsections 276(1), (3), (4) and (5) and section 277, does not apply to the corporation. (2) A requirement in a section referred to in subsection (1) to register or to provide information to the registrar does not apply to the corporation. (3) Where there is a conflict between a provision referred to in subsection (1) and this Act, this Act prevails. (4) The provisions of this Act constitute the
articles of the corporation. Corporation's
objects 5. (1) The objects of the corporation are to develop and purchase power on an economic and efficient basis, and, in particular, to engage in the province and elsewhere in the development, generation, production, transmission, distribution, delivery, supply, sale, purchase and use of power from water, steam, gas, coal, oil, wind, hydrogen or other products used or useful in the production of power, and to supply power, at rates consistent with sound financial administration, for domestic, commercial, industrial or other uses in the province, and, subject to the prior approval of the Lieutenant-Governor in Council, outside of the province. (2) Notwithstanding subsection (1), the corporation
may engage in those other activities that the Lieutenant-Governor in Council
may approve. Board of
directors 6. (1) For
the exercise and discharge of the powers and duties of the corporation, there
shall be a board of directors composed of not less than 5 and not more than 14
persons. (2) The directors shall be appointed by the Lieutenant-Governor
in Council, shall hold office during pleasure only and are eligible for
reappointment. (3) Except where otherwise prescribed under this
Act, the corporation may exercise its powers by a resolution of the board. (4) The directors shall be paid the salary or
other remuneration that the Lieutenant-Governor in Council may determine, and
the salary or remuneration together with all reimbursable expenses shall be
paid by the corporation out of its funds. (5) Where a vacancy occurs on the board because of
the death, illness, resignation, removal of a member, or for another reason,
the Lieutenant-Governor in Council may appoint a person to fill the vacancy. (6) Exercise of the powers of the corporation is
not impaired because of a vacancy on the board. (7) Until the board makes other provision under
section 10, a majority of the directors who
then hold office constitutes a quorum of the board. (8) Notwithstanding that it is afterward discovered that there was some defect in the appointment or qualification of a person purporting to be a director, all acts done by the corporation and the board shall be as valid as if that defect had not existed. Chairperson and
CEO 7. (1) There
shall be a chairperson of the board to be appointed by the Lieutenant-Governor
in Council from among the directors. (2) The chairperson holds office for the period
and under the terms and conditions that may be prescribed by the Lieutenant-Governor
in Council or in an agreement made under section 9,
and shall vacate office in accordance with those terms and conditions. (3) There shall be a chief executive officer of
the corporation, to be appointed by the Lieutenant-Governor in Council, who
shall, subject to the terms of appointment that may be established by the Lieutenant-Governor
in Council or in an agreement made under section 9,
and, subject to the directions of the board, be charged with the general direction,
supervision and control of the business of the board and the corporation. (4) The same person may not hold the offices of chairperson and chief executive officer simultaneously. (5) During the incapacity or absence of the
chairperson, one of the other directors other than the chief executive officer,
where the chief executive officer is a director, elected by the board for the
purpose shall act as chairperson of the board. (6) During the absence or incapacity of the chief
executive officer, the board may appoint an acting chief executive officer who
shall perform the duties of the chief executive officer until his or her return
or resumption of duties or until a new chief executive officer is appointed. Minutes 8. The
chairperson shall ensure that regular minutes are kept of the meetings of the
board. Service contract 9. (1) With
the approval of the Lieutenant-Governor in Council the corporation may enter
into an agreement with a person that provides for his or her appointment to the
office of chairperson or chief executive officer of the corporation. (2) An agreement under this section may prescribe
the terms and conditions of appointment to the office and the term, tenure and
remuneration, including the salary, pension and other rights and benefits that
the appointee is to receive and the terms and conditions under which the
appointment may be terminated and by whom before the expiration of the term of
the appointment. (3) A person with whom an agreement is made under
this section in relation to an office (a) holds that office in accordance with the
agreement and shall vacate it accordingly; and (b) does not, by reason only of the appointment to
that office, become an employee of the province. By-laws 10. The
board may make by-laws (a) respecting the calling of meetings of the
board; (b) establishing a quorum of the board; (c) respecting the conduct of business at meetings
of the board and the establishment of committees of the board and the
delegation of duties to those committees; (d) respecting the duties and conduct of the
directors and of the officers and employees of the board; (e) respecting the affixing of the common seal of
the corporation and the witnessing of its affixing; (f) respecting the execution of a contract or
instrument on behalf of the corporation; (g) respecting the lithographing or mechanical
reproduction of signatures on bonds, debentures, securities, or other evidence
of indebtedness of the corporation or upon coupons and the mechanical
reproduction of the common seal of the corporation on the bonds, debentures,
securities, other evidence of indebtedness or coupons; (h) respecting the management and use of any or
all of its property by employees, invitees, licensees or permittees of the
corporation and by another person; and (i) generally, for the conduct and management of
the affairs of the corporation. Appointment of
staff 11. (1) The
board may appoint those officers, managers, other staff and employees and
retain consultants, advisors and other professional persons that it considers
necessary and may fix their remuneration and terms of service. (2) A person who is appointed under this section
does not, by reason only of the appointment, become an employee of the
province. Future power
demand forecasts 12. Notwithstanding
the by-laws of the corporation or a contract with the corporation for the
supply of power, a person to whom power is supplied by the corporation shall on
request from the corporation and within the reasonable time that the
corporation requires provide to the corporation (a) a forecast of his or her future power
requirements from the corporation covering a period, as prescribed by the
corporation, not in excess of 20 years; and (b) a forecast of the power to be generated by him
or her within the period prescribed under paragraph (a), together with other information relating
to power requirements and generation that the corporation may reasonably
request. Subsidiaries of
corporation 13. (1) A
company is considered to be a subsidiary of the corporation if (a) it is controlled by (i) the corporation, (ii) the corporation and one or more companies,
each of which is controlled by the corporation, or (iii) one or more companies, each of which is
controlled by the corporation; or (b) it is a subsidiary of a company which is a
subsidiary of the corporation. (2) For the purposes of this section, a company
shall be considered to be controlled by the corporation or one or more
companies if (a) shares of the first-mentioned company carrying
more than 50% of the votes for the election of directors are held, otherwise
than by way of security only, for the benefit of the corporation or other
companies; and (b) the votes carried by the shares are
sufficient, if exercised, to elect a majority of the board of directors of the first-mentioned
company. General powers 14. (1) The
corporation may (a) on behalf of the Crown enter into contracts or
other agreements and acquire and dispose of and otherwise deal with real and
personal property and all rights of all kinds in the name of the corporation; (b) acquire, lease, establish, construct, maintain
and operate works in a part of the province and elsewhere for the development
and generation of power from water power, coal, peat, wind, gas, oil or
hydrogen or by another means and may transmit, make available for use,
distribute, deliver, sell, supply and generally use for the purpose of the
corporation the power and connect works constructed or installed for those purposes
with other power works or systems; (c) purchase power from a person and transmit,
make available for use, distribute, deliver, sell, supply and generally use the
power for the purposes of the corporation; (d) contract with a person for the purchase of
petroleum products, notwithstanding another Act; (e) acquire by purchase, lease or otherwise, land,
waters, water privileges, water powers, rights, easements, privileges, proprietary
rights and works of every description which the corporation considers
necessary, convenient or advisable to acquire for or incidental to the exercise
of the powers and duties of the corporation; (f) sell or otherwise dispose of its property,
real or personal, of every nature and kind or an interest in it which is found
by the corporation to be unnecessary for the purposes of the corporation, and
grant an estate, term, easement, right or interest in, over or respecting the
property; (g) contract with a person for (i) the supply, transmission and distribution of
power to that person, and (ii) the construction, maintenance and operation of
works for or incidental to the generation, transmission and distribution of
power on behalf of that person, to be done by the corporation or a person
designated by the corporation to do the things referred to in this paragraph, for the consideration that the corporation
may prescribe; (h) deposit money or securities with a bank,
trustee, trust company, or other depositary in (i) lend money to or invest in a subsidiary of the
corporation; (j) guarantee the repayment by a subsidiary of the
corporation of money advanced to that subsidiary by a lender, together with the
payment of interest on it and of all charges incurred in connection with it; (k) guarantee the performance by a subsidiary of
the corporation of an obligation of that subsidiary contracted by it with a
person to perform, fulfil or observe a covenant, obligation or provision of an
agreement, deed, bond, promissory note or other document or instrument; (l) exercise and enjoy all of the privileges and
immunities conferred on it by this Act and do all acts necessary or incidental
to the attainment of the objects of the corporation referred to in section 5; (m) carry on business incidental and subsidiary to
the carrying out of the objects referred to in section 5 and necessary to enable the company profitably to
carry out those objects; and (n) generally, do all things which the corporation
considers necessary, convenient or advisable for or incidental to the exercise
of the powers and the discharge of the obligations of the corporation. (2) The powers of the corporation include (a) the power to acquire, lease, construct,
maintain, operate and use in the province and elsewhere land, works, plants,
buildings, structures, machinery, equipment, devices, pole lines, conduits,
pipe lines, tunnels and other property used or useful for carrying out the
objects of the corporation; (b) the powers that the (c) the powers conferred on the corporation under
this Act; and (d) all other powers that are incidental or
conducive to the attainment of the objects of the corporation. (3) Except with the prior approval of the Lieutenant-Governor
in Council, the corporation shall not organize or maintain a subsidiary of the
corporation or purchase, sell, otherwise dispose of or deal in shares of a
subsidiary of the corporation or of another company, and where the approval is
given, the corporation may do the things referred to in this subsection only
where it is expressly mentioned in and to the extent provided by the approval. Accounting methods
and rate stabilization plan 15. (1) The
corporation shall (a) adopt and maintain the depreciation and
amortization policies of the corporation that have been recommended by the
Board of Commissioners of Public Utilities and that are reflected in the
audited financial statements of the corporation for the year ended December 31,
1994; and (b) adopt and maintain the rate stabilization plan
of the corporation on the basis reflected in the audited financial statements
of the corporation for the year ended until the Board of Commissioners of Public
Utilities otherwise orders under the
Public Utilities Act. (2) For all purposes of the Public Utilities Act, the rate base of the corporation shall
include the property and assets of the corporation at their net book value but
excludes investments in subsidiaries of the corporation. (3) For all purposes of the Public Utilities Act, the expenses chargeable to operating account
by the corporation shall include (a) an amount equal to all liabilities of the
corporation under the Hydro Pension Plan as assumed under the agreement referred
to in paragraph 16(3)(a) to the extent not
funded by the transfer of assets of the PSPP or by a debt or obligation of the
Crown under the agreement referred to in paragraph 16(3)(a)
and interest for the period from the date of proclamation of this section to
the date on which amortization commences under paragraph (d); (b) an amount equal to the difference between the
amount at which an indebtedness of the corporation which is denominated in a
foreign currency is shown in the audited financial statements of the
corporation for the year ending December 31, 1994, and the cost to the
corporation, in Canadian dollars, of foreign currencies purchased from time to
time by the corporation and used by the corporation to repay all or part of
such indebtedness; and (c) all amounts paid by the corporation for
nonutility generation totalling approximately 38 megawatts under agreements entered
into with up to 4 persons that submitted proposals under the corporation's
Request for Proposals 92-195, in each case, except in the case of
paragraph (c), as amortized on a consistent basis and over the following
periods: (d) in the case of paragraph (a), 15 years
commencing on the later of January 1, 1996 and the beginning of the year when
the corporation's rates are first altered under the Public Utilities Act in which the amortization is included in rates
at a rate hearing; and (e) in the case of paragraph (b), 40 years
commencing in the year 2002. (4) The expenses and amortization provided for in
subsection (3) shall be considered to be reasonable and prudent and properly
chargeable to operating account for all purposes of the Public Utilities Act, including subsection 80(2) of that Act. (5) Where there is a conflict between this section
and the provisions of the Public Utilities
Act, the provisions of this section shall prevail. Pensions 16. (1) In
this section and subsection 15(3) (a) "GMPP" means the Government Money
Purchase Plan established under the
Government Money Purchase Pension Plan Act; (b) "Hydro Money Purchase Plan" means a
registered defined contribution pension plan established and administered by
the corporation and includes a plan in substitution of it; (c) "Hydro Pension Plan" means a
registered defined benefit pension plan established and administered by the
corporation and includes a plan in substitution of it; (d) "Pension Act" means the Public Service Pensions Act, 1991; (e) "PSPP" means the Public Service
Pension Plan established under the Pension Act; (f) "transferred GMPP employees" means
current employees who are members of the GMPP, and former employees of the
corporation (other than persons who ceased to be employed by the corporation
prior to retirement but continued to be entitled to accrue further benefits
under the PSPP by virtue of subsequent employment with other than the corporation)
who are receiving benefits or are entitled to deferred benefits from the GMPP,
and spouses, dependants and other beneficiaries of those former employees; and (g) "transferred PSPP employees" means
current employees who are members of the PSPP and former employees of the
corporation (other than persons who ceased to be employed by the corporation
prior to retirement but continued to be entitled to accrue further benefits
under the PSPP by virtue of subsequent employment with other than the
corporation) who are receiving benefits or are entitled to deferred benefits
from the PSPP, and spouses, dependants and other beneficiaries of those former
employees. (2) The corporation may, with the approval of the
Minister of Finance, establish (a) the Hydro Pension Plan and the Hydro Pension
Plan, where established, shall accept the transfer of all benefits accrued to
the date of proclamation of this section under the PSPP on behalf of
transferred PSPP employees; and (b) the Hydro Money Purchase Plan and the Hydro
Money Purchase Plan shall, where established, accept the value of all assets
accrued to the date of proclamation of this section under the GMPP on behalf of
the transferred GMPP employees. (3) The Minister of Finance may (a) enter into an agreement with the corporation
to provide for the transfer to and assumption by the Hydro Pension Plan of the
assets and liabilities of the PSPP with respect to the transferred PSPP
employees on those terms, as to funding of liabilities assumed by the Hydro
Pension Plan, that the minister and the corporation may agree and upon the
transfer, all liabilities with respect to pension benefits of the transferred
PSPP employees shall be the liabilities of the corporation and the Hydro
Pension Plan; and (b) enter into an agreement with the corporation
to provide for the transfer to the Hydro Money Purchase Plan of the assets of
the GMPP with respect to the transferred GMPP employees on those terms that the
minister and the corporation may agree and upon the transfer, all liabilities
with respect to pension benefits of the transferred GMPP employees shall be the
liabilities of the corporation and the Hydro Money Purchase Plan. (4) The agreement entered into between the
Minister of Finance and the corporation in accordance with paragraph (3)(a) may
provide for an instrument of the Crown to fund in whole or in part liabilities
assumed by the Hydro Pension Plan and the minister may pay out of the
Consolidated Revenue Fund those amounts that are necessary to service or
discharge the obligations of the Crown under that instrument. (5) Where there is conflict between this section
and the provisions of the Pension
Benefits Act, 1997, the provisions of this section shall prevail. Acts applicable 17. (1) The Labour Relations Act applies to the
corporation. (2) All collective bargaining agreements and other
agreements of the corporation with a trade union, council of trade unions,
employee bargaining agent or affiliated bargaining agent shall continue in
force as if made under the Labour
Relations Act. (3) A trade union, council of trade unions,
employee bargaining agent or affiliated bargaining agent that is party to a
collective bargaining agreement with the corporation under subsection (2) shall
be considered to be certified for the purpose of the Labour Relations Act. (4) Section 11.1 of the Public Sector Restraint Act, 1992 applies to the corporation and
its employees. (5) For the purpose of section 22 of the Electrical Power Control Act, 1994, the
Order of the Labour Relations Board under the Public Service Collective Bargaining Act dealing with essential
employees of the corporation dated August 23, 1989 which bound the corporation
and Local 1615 of the International Brotherhood of Electrical Workers shall be
considered to be an order of the public utilities board under section 22 in respect of the corporation, and that order may
be amended by the public utilities board as if it were an order made by it. Application of Acts 18. Notwithstanding
that the corporation is an agent of the Crown (a) the
Mechanics' Lien Act applies in respect of the corporation and all property
to which title is vested in the name of the corporation; and (b) the Workplace
Health, Safety and Compensation Act applies in respect of the corporation
and its employees. Application of
Acts 19. The corporation is subject to the Water
Resources Act. Borrowing power 20. (1) Subject
to the prior approval of the Lieutenant-Governor in Council, the corporation
may (a) borrow money for its purposes, including the
installation and maintenance of a system for the development, generation,
production, transmission, distribution, delivery, supply, sale or use of power;
and (b) to secure the repayment of money borrowed (i) issue bonds, debentures, or other securities
of the corporation, (ii) execute and deliver mortgages, assignments,
conveyances, charges or other encumbrances of and over property of every nature
and kind, both present and future, title to which is vested in the corporation,
and (iii) enter into, execute and deliver a trust deed,
trust indenture or an agreement with a lender, a trustee acting for the holders
of bonds and debentures or other person, and the money may be borrowed at the rate
of interest and upon the terms and conditions, and the instruments and
documents may be issued or executed and delivered in the form, that the Lieutenant-Governor
in Council, or, where the authority to do so is delegated to the Minister of
Finance by the Lieutenant-Governor in Council, the Minister of Finance,
approves. (2) The securities of the corporation may be made
payable in a currency approved by the Lieutenant-Governor in Council and expressed
in the security. Guarantee of
loans 21. Subject
to the prior approval of the Lieutenant-Governor in Council, the Minister of
Finance acting for and on behalf of the Crown may unconditionally guarantee
both as to principal and interest, including interest on overdue interest,
premium and sinking fund payments, loans authorized under section 20 to be raised by the corporation, and the loan may
be raised by bonds, debentures, or other securities to be issued by the
corporation (a) in a principal amount not exceeding the
amount; (b) at a rate of interest; (c) on the terms and conditions; and (d) with provision for redemption at the time, that may be approved by the Lieutenant-Governor
in Council or, where the authority to do so is delegated to the Minister of
Finance by the Lieutenant-Governor in Council, the Minister of Finance, and the
bonds, debentures or other securities may be issued or sold in the numbers and
amounts, at the times, at the prices, and upon the terms that the Lieutenant-Governor
in Council or that minister may approve. Manner and form
of guarantee 22. Notwithstanding
the Financial Administration Act or
another Act or law, when a guarantee is given under section 21 of this Act, it shall be given in the manner and
form that the Lieutenant-Governor in Council approves, and the form of
guarantee shall be signed on behalf of the province by the Minister of Finance,
his or her deputy minister or another minister whom the Lieutenant-Governor in
Council may designate, and that signature may be engraved, lithographed or
otherwise mechanically reproduced on the bonds, debentures or other securities
in respect of which the guarantee is given. Guarantee of
payment 23. Where
the payment of interest or a premium or a sinking fund payment has been
guaranteed under this Act, the Crown may incur liability in excess of the principal
amount of the loan to be raised by way of bonds, debentures, or other
securities, to the extent of the guarantee of the interest, premium and sinking
fund payment. Guarantee of repayment 24. The
power conferred by section 21 to guarantee the
repayment of bonds, debentures or other securities includes the power to
guarantee the repayment of part of the bonds, debentures or other securities. Short-term loans 25. (1) The
corporation may, for its purposes, raise short-term loans (a) in the manner and form; (b) in the amounts; (c) in the currencies; (d) for the period, not exceeding 2 years; (e) at the rates of interest, including interest
on overdue interest; and (f) on the conditions, including conditions
relating to discounts, premiums, charges and commissions, that the corporation may determine. (2) The total of the short-term loans raised under
subsection (1) and outstanding at any time shall not exceed a limit to be fixed
by the Lieutenant-Governor in Council, and it is the duty of the Minister of
Finance to see that this total is not exceeded. (3) The Minister of Finance acting on behalf of
the Crown may unconditionally guarantee the repayment of a sum raised under
subsection (1), the payment of interest, including interest on overdue interest
and the payment of a premium. (4) The total of the guarantees made under
subsection (3) and outstanding at any time shall not exceed a limit to be fixed
by the Lieutenant-Governor in Council, and it is the duty of the Minister of Finance
to see that this total is not exceeded. (5) A guarantee given under this section shall be
in the form that the Minister of Finance approves, and the form of guarantee
shall be signed on behalf of the province by that minister whose signature may
be engraved, lithographed or otherwise mechanically reproduced on the bonds,
debentures or other securities in respect of which the guarantee is given. Agreements 26. The
Minister of Finance, acting on behalf of the Crown, may enter into, execute and
deliver a trust deed, trust indenture or an agreement with the corporation, a
lender, a trustee acting for the holders of bonds, debentures or other
securities of the corporation or other person or company setting out the terms
and conditions of a guarantee of a loan to be made under this Act. Performance guarantee 27. Subject
to the prior approval of the Lieutenant-Governor in Council, the Minister of
Finance acting on behalf of the Crown may guarantee the performance by the
corporation of an obligation of the corporation contracted by it with a person (a) to pay money or an instalment; or (b) to perform, fulfil or observe a covenant,
obligation or provision of an agreement, deed, bond, promissory note or other
document or instrument. Loans by government 28. Notwithstanding
the Financial Administration Act or
another Act or law, the Lieutenant-Governor in Council may advance to the
corporation a sum to enable the corporation to reach its objects or to carry on
its business, and the advance may be made in the amount, for the term, at the
rate of interest and on the terms and conditions that may be approved by the Lieutenant-Governor
in Council. Performance under
guarantee 29. A
payment or advance that the Crown may approve in the exercise of a power
conferred by this Act or be required to make under this Act shall be paid by
the Minister of Finance out of the Consolidated Revenue Fund or, where the
payment is to be made in performance of a guarantee, it may be paid out of
funds provided in the manner prescribed in section 55 of the Financial Administration Act. Total amount of
loan 30. (1) The
total of money to be raised after (2) The total of all loans to the corporation to
be guaranteed after July 8, 1988 by or on behalf of the Crown shall not exceed
$600,000,000 in Canadian currency or its equivalent in the currency of another
country. (3) For the avoidance of doubt, it is declared
that in calculating the maximum amount of money raised by way of loans by the
corporation and of guarantees given under this Act, no account shall be taken
of amounts raised by way of loan that have been repaid or of a part of the
proceeds of a loan to be raised for, or that has been spent on, the repayment,
refinancing, refunding, redemption, retirement or purchase of the whole or a
part of loans or securities of the corporation. Financial year 31. The
financial year of the corporation shall be the calendar year. Capital and operating
expenses 32. The
corporation shall, not later than November 30 in each year, provide to the
minister a budget containing the estimated capital and operating expenses of
the corporation for its next succeeding financial year. Audit and financial
statement 33. (1) The board shall annually appoint an auditor who shall annually audit the financial statement of the corporation. (2) The board shall, not later than April 30 in
each year, prepare and submit to the minister a report containing (a) an audited consolidated financial statement
setting out the assets and liabilities of the corporation as at the end of the
immediately preceding financial year and the results of its operations for that
financial year; and (b) a report by the board giving an account of the
activities of the corporation during the immediately preceding financial year
and setting out other matters that may appear to it to be of public interest in
relation to the affairs or activities of the corporation, and the statement and report shall be laid
before the Legislature within 15 days after they are submitted to the minister,
if the Legislature is then in session, or, if it is not in session, then within
15 days after the beginning of the next session. (3) The financial statement referred to in
subsection (2) shall be signed by 2 directors and shall have attached to it the
auditor's report referred to in subsection (5). (4) The remuneration of the auditors referred to
in subsection (1) shall be fixed annually by the board and shall be paid by the
corporation out of its funds. (5) The report of the auditors shall be sent to
the minister with each annual report of the corporation referred to in
subsection (2), and it shall state whether the financial statements present
fairly the financial position of the corporation and the results of its
operations for the period under review and whether the financial statements
were prepared in accordance with generally accepted accounting principles
applied on a basis consistent with that of the preceding period. (6) The Lieutenant-Governor in Council may, by
order, designate or appoint other auditors for carrying out the specific audit
of the corporation's accounts and business that the Lieutenant-Governor in
Council may specify in the order, and the auditor general may conduct the
additional examination and investigation of the records and operations of the
corporation that he or she considers necessary. (7) For the purposes of an audit, examination or
investigation conducted under subsection (6), the person designated or
appointed by the Lieutenant-Governor in Council, or the auditor general, may
request and shall be supplied by the board with all books, vouchers, records,
schedules, working papers and other documentation which he or she considers
necessary. Fund established 34. (1) The
Newfoundland and (2) All money and revenues of the corporation, including
the proceeds of loans raised by the corporation, when they come into the hands
of the corporation, shall be deposited to the credit of the Newfoundland and
Labrador Hydro-electric Corporation Fund and the corporation shall have full
authority to administer the money so deposited for the purposes and objects of
this Act. (3) Nothing in subsection (2) shall be taken to
prevent the corporation from exercising the power to deal with money in the
manner prescribed in paragraph 14(1)(h). Financial provisions
to have full effect 35. Notwithstanding
the Financial Administration Act or
another Act or law, paragraph 14(1)(h) and
section 34 of this Act shall have full effect. Actions 36. (1) Actions,
suits or other legal proceedings in respect of a right or obligation acquired
or incurred by the corporation may be brought by or against the corporation in
the name of the corporation in a court and a judgment shall be carried into
effect by the corporation, and where the judgment is for the payment of money, it
may be enforced by execution against the money, lands and effects of the
corporation as in ordinary cases between party and party. (2) The corporation is liable in tort for damages
for which, if it were a private person of full age and capacity, it would be
liable in respect of (a) torts committed by its employees or agents; or (b) a breach of duty attaching to the ownership,
occupation, possession or control of property. (3) This section has effect, notwithstanding
anything to the contrary contained in the
Proceedings Against the Crown Act or another Act or law. Assets and liabilities
of PDD 37. (1) Title
to all the property and assets of the Board of Trustees of the Power
Distribution District of Newfoundland and (2) The corporation is charged with and assumes
all of the obligations and liabilities of the Board of Trustees of the Power
Distribution District of Newfoundland and Offences 38. (1) A
person who (a) contravenes this Act; or (b) interferes with or obstructs an inspector or
other person in the discharge of his or her duties under this Act is guilty of an offence and liable on
summary conviction to a fine not exceeding $1,000 and in default of payment of
the fine to imprisonment for a period not exceeding 12 months, or to both a
fine and imprisonment. (2) The conviction of a person under paragraph (1)(a) or (b) does not operate as a bar to further prosecution under this Act for a continuance of the offence. Disposition of shares 39. (1) The issued and outstanding shares of the corporation are vested in the corporation incorporated under the Energy Corporation Act. (2) The corporation incorporated under the Energy Corporation Act shall not divest itself of the shares vested in it by subsection (1). (3) Notwithstanding subsection (1), the Lieutenant-Governor in Council may give direction to the directors of the corporation as if the Crown were the beneficial owner of all the issued shares of the corporation to whom subsection 245(4) of the Corporations Act applied. (4) Where the Lieutenant-Governor in Council gives
direction to the directors of the corporation under subsection (3), the
Lieutenant-Governor in Council shall inform the directors of the energy corporation
established under the Energy Corporation
Act. RSNL1990 cH-16 Rep. 40. The Hydro Corporation Act is repealed. Commencement 41. This Act comes into force on a day to be proclaimed by the Lieutenant-Governor in Council. ŠEarl G. Tucker, Queen's Printer |