Fourth

Session, 45th General Assembly

Elizabeth II, 2007

BILL 27

AN ACT RESPECTING THE NEWFOUNDLAND AND LABRADOR

HYDRO-ELECTRIC CORPORATION

Received and Read the First Time ...................................................................................................

Second Reading .................................................................................................................................

Committee ............................................................................................................................................

Third Reading .....................................................................................................................................

Royal Assent ......................................................................................................................................

HONOURABLE KATHY DUNDERDALE

Minister of Natural Resources

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 BILL

AN ACT RESPECTING THE NEWFOUNDLAND AND LABRADOR HYDRO-ELECTRIC

CORPORATION

Analysis

Short title

Definitions

Corporation continued

Application of the Corporations Act

Corporation's objects

Board of directors

Chairperson and CEO

Minutes

Service contract

By-laws

Appointment of staff

Future power demand forecasts

Subsidiaries of corporation

General powers

Accounting methods and rate

stabilization plan

Pensions

Acts applicable

Application of Acts

Application of Acts

Borrowing power

Guarantee of loans

Manner and form of guarantee

Guarantee of payment

Guarantee of repayment

Short-term loans

Agreements

Performance guarantee

Loans by government

Performance under guarantee

Total amount of loan

Financial year

Capital and operating expenses

Audit and financial statement

Fund established

Financial provisions to have full effect

Actions

Assets and liabilities of PDD

Offences

Disposition of shares

RSNL1990 cH-16 Rep.

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 Newfoundland and Labrador Hydro-electric

Corporation continued by this Act;

(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

(1) The

Newfoundland and Labrador Hydro-electric Corporation is continued as a corporation.

(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

St. John's .

(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 Canada ,

of the province or of the other provinces of Canada or

from an agency of the Crown in right of Canada or

of this or another of the provinces of Canada ,

real and personal property and rights of all kinds;

(

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 " Newfoundland and Labrador Hydro".

Application of

the Corporations Act

(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

(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

(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

(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

in Council or in an agreement made under

section 9 ,

(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

(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

remuneration, including the salary, pension and other rights and benefits that

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

(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

(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

(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 Canada or

outside of Canada ;

(

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 Newfoundland and

Labrador Power Commission had before July 16, 1974

and the powers that the Newfoundland and Labrador Power Corporation had before January 1, 1975 ;

(

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

(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 December 31, 1994 ,

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

(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

(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

(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

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;

(

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

(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

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

(1) The

total of money to be raised after July 8, 1988 by the corporation

by loans shall not exceed $600,000,000 in Canadian currency or its equivalent

in the currency of another country.

(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

(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

(1) The

Newfoundland and Labrador Hydro-electric Corporation Fund, which shall be separate and

distinct from the Consolidated Revenue Fund, is continued.

(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

(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

(1) Title

to all the property and assets of the Board of Trustees of the Power

Distribution District of Newfoundland and Labrador is vested in the corporation.

(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 Labrador .

Offences

(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

(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.

Earl G. Tucker, Queen's Printer