Third

Session, 48th General Assembly

Elizabeth II, 2019

BILL 42

AN ACT TO ESTABLISH AN OIL AND GAS CORPORATION FOR THE PROVINCE

Received

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

Second

Reading ............................................................................................

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

Third

Reading ...............................................................................................

Royal

Assent .................................................................................................

HONOURABLE SIOBHAN

COADY

Minister of Natural

Resources

Ordered to be printed by

the Honourable House of Assembly

EXPLANATORY NOTES

This Bill would enact the Oil and Gas Corporation Act . The Bill would establish an oil and gas

corporation for the province.

A BILL

AN ACT TO ESTABLISH AN OIL AND GAS

CORPORATION FOR THE PROVINCE

Analysis

Short title

Definitions

Corporation established

Shareholder immunity

Corporations Act

Corporate capacity

Objects

Directives

General powers

Board of directors

Term of office

Chairperson and CEO

Duty to manage

Minutes

Service agreement

By-laws

Corporate seal

Appointment of staff

Duties of directors and officers

Meetings

Subsidiaries of corporation

Intergovernmental agreements

Records of commercially sensitive

information

Report of auditor general

Financial year

Budget

Annual report

Request for documents

Audit and financial statement

Audit committee

Errors in financial statement

Borrowing power

Guarantee of loans

Manner and form of guarantee

Guarantee of payment

Guarantee of repayment

Short-term loans

Agreements

Performance guarantee

Performance under guarantee

Fund established

Financial provisions to have full effect

Dividends

Application of Acts

Application of Public Procurement Act

Actions

No liability re: disclosure of

information

Offences

SNL2015 cA-1.2 Amdt.

SNL2016 cI-2.1

Amdt.

SNL2018 cP-35.2 Amdt.

SNL2016 cP-41.001 Amdt.

NLR 81/16 Amdt.

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 Oil and Gas Corporation

Act.

Definitions

2. In

this Act

(a) "board" means the board of directors

of the corporation;

(b) "chairperson" means the person

appointed under subsection 12(1);

(c) "chief executive officer" means the

person appointed under subsection 12(3);

(d) "commercially sensitive information"

means information relating to the business affairs or activities of the corporation

or a subsidiary, or of a third party provided to the corporation or the

subsidiary by the third party, and includes

(

i) scientific or technical information, including

trade secrets, industrial secrets, technological processes, technical

solutions, manufacturing processes, operating processes and logistics methods,

(ii) strategic business planning information,

(iii) financial or commercial information, including

financial statements, details respecting revenues, costs and commercial

agreements and arrangements respecting individual business activities,

investments, operations or projects and from which such information may reasonably

be derived,

(iv) information respecting positions, plans,

procedures, criteria or instructions developed for the purpose of contractual

or other negotiations by or on behalf of the corporation, a subsidiary or a

third party, or considerations that relate to those negotiations, whether the

negotiations are continuing or have been concluded or terminated,

(

v) financial, commercial, scientific or technical

information of a third party provided to the corporation or a subsidiary in

confidence,

(vi) information respecting legal arrangements or

agreements, including copies of the agreements or arrangements, which relate to

the nature or structure of partnerships, joint ventures, or other joint business

investments or activities,

(vii) economic and financial models used for

strategic decision making, including the information used as inputs into those

models, and

(viii) commercial information of a kind similar to

that referred to in subparagraphs (

i) to (vii),

but does not include information relating to

an independent contractor's

(ix) name,

(

x) position or function with the corporation,

(xi) remuneration, and

(xii) payments received from the corporation;

(e) "corporation" means the corporation established

under

section 3;

(f) "court" means, unless the context

indicates otherwise, the Supreme Court;

(g) "directive" means a directive issued

under

section 8;

(h) "director" means, unless the context

indicates otherwise, a director of the board;

(i) "independent contractor" means a

person retained under a contract to perform services for the corporation;

(j) "independent director" means a

person who is not

(

i) a member of the board of directors of a subsidiary,

(ii) an employee or officer of the corporation,

another subsidiary or the Crown;

(k) "intergovernmental agreement" means

intergovernmental agreement as defined in the Intergovernmental Affairs Act ;

(l) "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;

(m) "minister" means the minister

appointed under the Executive Council Act

to administer this Act;

(n) "objects" means, unless the context

indicates otherwise, the objects of the corporation set out in subsection 7(1);

(o) "person" includes a natural person, a

corporation, another entity recognized by law, and the heirs, executors, administrators

or other legal representatives of a person;

(p) "public body" means a public body as

defined in the Access to Information and

Protection of Privacy Act, 2015 ;

(q) "record" means a record as defined

in the Access to Information and

Protection of Privacy Act, 2015 ;

(r) "sovereign government" means

sovereign government as defined in the Intergovernmental

Affairs Act ;

(s) "subsidiary" means, unless the

context indicates otherwise, a subsidiary of the corporation; and

(t) "works" means all land, property,

buildings, plants, machinery, installations, materials, devices, fittings,

apparatus, appliances and equipment made, established or acquired or utilized,

or useful for the exercise of the powers of the corporation and the attainment

of its objects.

Corporation established

(1) There

is established an oil and gas corporation for the province.

(2) The name of the corporation shall be

determined by the Lieutenant-Governor in Council.

(3) The corporation is considered to have issued

and outstanding shares which are vested in the Crown.

(4) The provisions of this Act constitute the articles

of the corporation.

(5) The head office of the corporation shall be at

St. John's .

(6) The corporation is not an agent of the Crown.

(7) Property of the corporation is not property of

the Crown.

(8) 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.

(9) Notwithstanding subsection (2), in all Acts of

the Legislature, agreements, legal documents and instruments, the corporation

may be referred to as the "Oil and Gas Corporation of Newfoundland

and Labrador ".

Shareholder immunity

4. The

Crown is not liable for a liability, act or default of the corporation or a

subsidiary except where a directive is issued.

Corporations Act

(1) The Corporations Act applies to the

corporation.

(2) Where there is a conflict between a provision

of this Act and the Corporations Act ,

this Act prevails.

Corporate

capacity

(1) The corporation has the capacity, and the rights, powers and privileges of a

natural person.

(2) The corporation has the capacity to carry on

its business, conduct its affairs and exercise its powers in another

jurisdiction to the extent that the laws of that jurisdiction permit.

(3) It is not necessary for a by-law to be passed

in order to confer a particular power on the corporation or its directors.

Objects

(1) The

corporation is responsible for investing in, engaging in and carrying out the

following activities in the province and elsewhere, in accordance with the priorities

of the government of the province:

(

a) the exploration for, development, production,

refining, marketing and transportation of hydrocarbons and products from

hydrocarbons; and

(

b) research and development.

(2) Notwithstanding subsection (1), the

corporation may invest in and engage in those other activities that the

Lieutenant-Governor in Council may approve.

Directives

(1) The Lieutenant-Governor in Council may issue a directive to the board respecting

(

a) the management of the business and affairs of

the corporation and its subsidiaries; and

(

b) another matter that the Lieutenant-Governor in

Council determines necessary.

(2) The board shall comply with a directive.

(3) To the extent that a directive restricts the

powers of the board to manage the business and affairs of the corporation, the

directors are thereby relieved of their duties and obligations.

General powers

(1) The

corporation may

(

a) 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 or elsewhere in connection with the

attainment of its objects;

(

c) contract with a person for the purchase of

petroleum products, notwithstanding another Act;

(

d) acquire by purchase, lease or otherwise, property,

both real and personal, and water privileges, water powers, rights, easements,

privileges, proprietary rights, interests, 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 and the

attainment of its objects;

(

e) 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;

(

f) deposit money or securities with a bank,

trustee, trust company, or other depositary in Canada

or outside of Canada ;

(

g) lend money to or invest in a subsidiary;

(

h) guarantee the repayment by a subsidiary 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;

(

i) guarantee the performance by a subsidiary 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;

(

j) 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 its objects;

(

k) carry on business incidental and related to

the carrying out of the objects and necessary to enable the corporation to profitably

carry out those objects; and

(

l) 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 works, structures, devices,

pipelines, tunnels and other property used or useful for carrying out the objects;

(

b) the powers conferred on the corporation under

this Act; and

(

c) all other powers that are incidental or conducive

to the attainment of the objects.

Board of

directors

(1) For

the exercise and discharge of the powers and duties of the corporation, there

shall be a board of directors consisting of not less than 7 and not more than 11

persons.

(2) The directors shall be appointed by the

Lieutenant-Governor in Council.

(3) The board of directors shall be composed of at

least the following number of independent directors:

(

a) where the board has 7 or 8 directors, 3

independent directors;

(

b) where the board has 9 or 10 directors, 4

independent directors; and

(

c) where the board has 11 directors, 5

independent directors.

(4) In addition to the directors appointed under

subsection (2), the Lieutenant-Governor in Council may appoint a representative

of government to be a non-voting member of the board.

(5) Except where otherwise prescribed under this

Act, the corporation may exercise its powers by a resolution of the board.

(6) The directors shall not be paid a salary but may

be paid, in accordance with the guidelines established by the

Lieutenant-Governor in Council,

(

a) amounts for travel and other expenses incurred

in the work of the board; and

(

b) other remuneration.

(7) The amounts referred to in subsection

(6) shall be paid from the fund established under

section 41.

(8) Until the board makes a by-law under

section 16, a majority of the

directors who then hold office constitutes a quorum of the board.

(9) Notwithstanding subsections (1) to (3), the

Lieutenant-Governor in Council may appoint an interim board of directors who

shall have the powers, duties and functions of the board under this Act until

the directors are appointed under subsection (2).

Term of office

(1) A director shall be

appointed for a term of up to 5 years from the date his or her appointment

becomes effective.

(2) Where the term of a director expires, he or

she continues to be a director until reappointed or replaced.

(3) A director whose term of office has expired is

eligible for reappointment.

(4) A director shall not serve as a director for a

continuous period longer than 10 years.

(5) A director may resign the office of director

by written notice to the Lieutenant-Governor in Council.

(6) The Lieutenant-Governor in Council may remove

a director from office before the term of office of that director expires.

(7) Where the Lieutenant-Governor in Council

removes a director under subsection (6), the director does not have a cause of

action against the Crown nor a right to compensation as a result of the removal.

(8) A director stops holding office when the director

(

a) dies or resigns;

(

b) is removed from office in accordance with subsection

(6); or

(

c) becomes disqualified under

section 172 of the Corporations Act .

(9) Where a vacancy occurs on the board because of

the death, illness, resignation, removal of a director, or for another reason,

the Lieutenant-Governor in Council may appoint a person to fill the vacancy.

(10) The exercise of the powers of the corporation

is not impaired because of a vacancy on the board.

(11) All acts done by the board or by a director

shall, notwithstanding that it is afterwards discovered that there was a defect

in the appointment or qualification of a person purporting to be a director, 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 15, and shall vacate the office

(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 15 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 absence or incapacity 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.

(7) Where the chief executive officer is a

director, he or she shall not be entitled to vote.

(8) Notwithstanding subsection (1), the

Lieutenant-Governor in Council may appoint an interim chairperson who shall

have the powers, duties and functions of the chairperson under this Act until the

chairperson is appointed under subsection (1).

Duty to manage

13. Subject

to a directive, the directors shall

(

a) exercise the powers of the corporation

directly or indirectly through the employees and agents of the corporation; and

(

b) direct the management of the business and

affairs of the corporation.

Minutes

14. The

chairperson shall ensure that regular minutes are kept of the meetings of the

board.

Service agreement

(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 shall not be

amended or terminated without the approval of the Lieutenant-Governor in

Council.

(3) Notwithstanding subsection 10(6), an agreement

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.

(4) A person with whom an agreement is made under

this

section

(

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 Crown.

By-laws

16. 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 corporation;

(

e) respecting the common seal of the corporation

and the use of it;

(

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.

Corporate seal

(1) Until the board makes a by-law under

section 16 ,

the affixing of the common seal of the corporation shall be witnessed by at

least 2 directors.

(2) An instrument or agreement executed on behalf

of the corporation by a director, an officer or an agent of the corporation is

not invalid merely because a corporate seal is not placed on it.

Appointment of

staff

(1) The

board may appoint those officers, managers, other staff and employees that it

considers necessary.

(2) The terms of service and remuneration of a

person who is appointed under subsection (1) shall be set in accordance with

the policies and guidelines established by Treasury Board.

(3) A person who is appointed under subsection

(1) does not, by reason only of the appointment, become an employee of the Crown.

(4) This

section applies, with the necessary

changes, to a subsidiary.

Duties of

directors and officers

(1) A director and officer of the corporation in exercising his or her powers and

discharging his or her duties shall

(

a) act honestly and in good faith with a view to

the best interests of the corporation; and

(

b) exercise the care, diligence and skill that a

reasonably prudent person would exercise in comparable circumstances.

(2) A director and officer of the corporation

shall comply with this Act, the by-laws and a directive.

(3) A provision in a contract, the by-laws or a

resolution does not relieve a director or officer from the duty to act in accordance

with this Act or relieve the director or officer from liability for a breach of

this Act, unless otherwise provided in this Act.

Meetings

(1) The

board may conduct its meetings in person, by video conference, by

teleconference or by other telecommunication device so long as, at a meeting,

all participants may communicate simultaneously and instantaneously.

(2) A director participating in a meeting by videoconference,

teleconference or other telecommunication device shall be counted as a director

present at the meeting for the purpose of establishing a quorum.

Subsidiaries of

corporation

(1) A company is considered to be a subsidiary 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.

(2) For the purposes of this section, a company

shall be considered to be controlled by the corporation or one or more companies

(

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.

(3) Except with the prior approval of the

Lieutenant-Governor in Council, the corporation shall not organize or maintain

a subsidiary or purchase, sell, otherwise dispose of or deal in shares of a

subsidiary 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.

(4) The objects of a subsidiary shall be some or

all of the objects of the corporation.

(5) A subsidiary shall not engage in an activity

that, were it to be undertaken by the corporation, would require the prior

approval of the Lieutenant-Governor in Council, including the creation of a subsidiary,

without the prior approval of the corporation.

(6) The provisions of this Act, with the necessary

changes, shall be considered to form the articles of incorporation, or a part

of them, of a subsidiary.

(7) A subsidiary is not an agent of the Crown

unless it is designated as an agent by the Lieutenant-Governor in Council when

the Lieutenant-Governor in Council gives its approval of the incorporation of

the subsidiary under subsection (3).

(8) Where a subsidiary is not designated as an

agent of the Crown under subsection (7),

(

a) the property of the subsidiary is not the

property of the Crown or an agent of the Crown;

(

b) the debts and obligations of the subsidiary

are not the debts and obligations of the Crown or an agent of the Crown;

(

c) the subsidiary shall be incorporated under the

Corporations Act unless the approval

provided under subsection (3) permits incorporation under the laws of another

jurisdiction;

(

d) the board of directors of the subsidiary shall

be composed of not less than 5 and not more than 7 directors;

(

e) the board of directors of the subsidiary shall

be composed of at least the following number of independent directors:

(

i) where the board has 5 or 6 directors, 2

independent directors, and

(ii) where the board has 7 directors, 3 independent

directors; and

(

f) the chief executive officer of the subsidiary shall be appointed by

the board of directors of the subsidiary.

Intergovernmental

agreements

(1) An

agreement between the corporation or a subsidiary and an agent of the Crown in

right of Canada ,

or of the Crown in right of another province or of another sovereign government

is not an intergovernmental agreement where the agreement solely relates to the

objects.

(2) An intergovernmental agreement entered into by

the corporation or a subsidiary before the coming into force of this

section is

considered binding on the corporation or a subsidiary notwithstanding the

agreement may not have been signed by the minister responsible for

intergovernmental affairs or his or her designate as required by

section 7 of

the Intergovernmental Affairs Act .

Records of commercially

sensitive information

(1) Notwithstanding

section 7 of the Access to Information and Protection of Privacy Act, 2015 , in addition to the information that shall or may be

refused under

Part II, Division 2 of that Act, the chief executive officer of

the corporation or a subsidiary, or the head of another public body,

(

a) may refuse to disclose to an applicant under

that Act commercially sensitive information of the corporation or the

subsidiary; and

(

b) shall refuse to disclose to an applicant under

that Act commercially sensitive information of a third party

where the chief executive officer of the

corporation or the subsidiary to which the requested information relates,

taking into account sound and fair business practices, reasonably believes

(

c) that the disclosure of the information may

(

i) harm the competitive position of,

(ii) interfere with the negotiating position of, or

(iii) result in financial loss or harm to

the corporation, the subsidiary or the third

party; or

(

d) that information similar to the information

requested to be disclosed

(

i) is treated consistently in a confidential

manner by the third party, or

(ii) is customarily not provided to competitors by

the corporation, the subsidiary or the third party.

(2) Where an applicant is denied access to

information under subsection (1) and a request to review that decision is made

to the commissioner under

section 42 of the Access to Information and Protection of

Privacy Act, 2015 , the commissioner shall, where he or she determines that

the information is commercially sensitive information,

(

a) on receipt of the chief executive officer's

certification that he or she has refused to disclose the information for the

reasons set out in subsection (1); and

(

b) confirmation of the chief executive officer's

decision by the board of directors of the corporation or subsidiary,

uphold the decision of the chief executive

officer or head of another public body not to disclose the information.

(3) Where a person appeals,

(

a) under subsections 52

(1) and (2), subsections 53 (1) and (2) or

section 54 of the Access

to Information and Protection of Privacy Act, 2015 , from a decision under

subsection (1); or

(

b) under subsections 52

(1) and (2), subsections 53 (1) and (2) or

section 54 of the Access

to Information and Protection of Privacy Act, 2015, from a refusal by a

chief executive officer under subsection (1) to disclose information,

paragraph 59 (3)(

a) and

section 60 of that Act apply to that appeal

as if

Part II, Division 2 included the grounds for the refusal to disclose the

information set out in subsection (1) of this Act.

(4) Paragraph 102 (3)(

a) of the Access to Information and Protection

of Privacy Act, 2015 applies to information referred to in subsection (1)

of this

section as if the information was information that a head of a public

body is authorized or required to refuse to disclose under

Part II, Division 2.

(5) Notwithstanding

section 21 of the Auditor General Act , a person to whom

that

section applies shall not disclose, directly or indirectly, commercially

sensitive information that comes to his or her knowledge in the course of his

or her employment or duties under that Act and shall not communicate those

matters to another person, including in a report required under that Act or

another Act, without the prior written consent of the chief executive officer

of the corporation or subsidiary from which the information was obtained.

(6) Where the auditor general prepares a report

which contains information respecting the corporation or a subsidiary, or

respecting a third party that was provided to the corporation or subsidiary by

the third party, a draft of the report shall be provided to the chief executive

officer of the corporation or subsidiary, and he or she shall have reasonable

time to inform the auditor general whether or not in his or her opinion the

draft contains commercially sensitive information.

(7) In the case of a disagreement between the

auditor general and a chief executive officer respecting whether information in

a draft report is commercially sensitive information, the auditor general shall

remove the information from the report and include that information in a

separate report which shall be provided to the Lieutenant-Governor in Council

in confidence as if it were a report to which

section 24 applied.

(8) Notwithstanding the Citizens' Representative Act , the corporation, a subsidiary,

another public body, or an officer, member or employee of one of them is not

required to provide commercially sensitive information, in any form, to the

citizens' representative in the context of an investigation of a complaint

under that Act.

Report of auditor

general

(1) Where,

(

a) during the course of an audit;

(

b) as a result of a review of an audit report

prepared by another auditor; or

(

c) as a result of an internal audit procedure,

the auditor general becomes aware of an

improper retention or misappropriation of funds by a director, officer,

employee or agent of the corporation or a subsidiary, or of another activity

that may constitute an offence under the Criminal

Code or

an Act of the province or of Canada, the auditor general shall,

where the report includes commercially sensitive information, notwithstanding

the Auditor General Act , provide the

report to the Lieutenant-Governor in Council in confidence.

(2) In addition to the report required under subsection

(1), the auditor general shall immediately provide a report to the House of Assembly

that includes a general description, excluding commercially sensitive

information, of the activity that is the subject of the report under subsection

(1) and the dates on which those activities were reported to the

Lieutenant-Governor in Council.

(3) Section 19.1 of the House of Assembly Act applies to a report under subsection (2) as

if it were a report of an officer of the House of Assembly.

Financial year

25. The

financial year of the corporation and its subsidiaries shall be the calendar

year.

Budget

(1) The corporation shall, not later than September 30 of each year, provide to the

minister a budget containing the estimated capital and operating expenses of

the corporation and its subsidiaries for its next succeeding financial year.

(2) In addition to the budget referred to in

subsection (1), the corporation shall, not later than September 30 of each

year, provide to the minister multi-year forecasts in the form and manner set

by the Minister of Finance.

Annual report

(1) The

corporation shall, each year, no later than April 30, prepare and submit to the

minister a report on the activities of the corporation and its subsidiaries in

the previous fiscal year containing

(

a) an audited consolidated financial statement of

the corporation setting out the assets and liabilities of the corporation as of

the end of the immediately preceding financial year and the results of its

operations for the financial year;

(

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 a public interest

in relation to the affairs or the activities of the corporation, but the report

shall not be required to include commercially sensitive information; and

(

c) a report of each subsidiary giving an account

of its activities during the immediately preceding financial year and including

information that may appear to it to be of a public interest in relation to the

affairs or the activities of the corporation, but the report shall not be

required to include commercially sensitive information.

(2) The report required under subsection (1) shall

be made public by the minister by

(

a) presenting the report to the House of

Assembly; and

(

b) other effective means, including

electronically.

(3) Section 19.1 of the House of Assembly Act applies to a report required under subsection

(1) as if the report were a report of an officer of the House of Assembly.

(4) The report required under subsection (1) shall

satisfy the requirements of a report required under

section 9 of the Transparency and Accountability Act .

Request for documents

28. Where

requested by the minister, the corporation or a subsidiary shall provide the

minister with the records, reports and other documents he or she specifies in

the request except for financial, commercial, scientific or technical

information of a third party provided to the corporation or a subsidiary in

confidence.

Audit and financial

statement

(1) The

board shall annually appoint an auditor who shall annually audit the financial

statement of the corporation.

(2) The financial statement referred to in subsection

(1) shall be signed by 2 directors and shall have attached to it the auditor's

report.

(3) 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.

(4) The report of the auditors shall state whether

the financial statement presents fairly the financial position of the corporation

and the results of its operations for the period under review and whether the

financial statement was prepared in accordance with generally accepted

accounting principles applied on a basis consistent with that of the preceding

period.

(5) 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.

(6) For the purposes of an audit, examination or

investigation conducted under subsection (5), 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.

(7) This

section applies, with the necessary

changes, to a subsidiary.

(8) Subsection 23(5) and

section 24 apply to an

audit conducted under this

section by an auditor who is not the auditor general

as if he or she were the auditor general.

Audit committee

(1) The corporation may appoint an audit committee composed of not less than 3 directors

of the corporation, a majority of whom are not officers or employees of the

corporation or a subsidiary.

(2) In addition to the persons appointed under

subsection (1), the minister may appoint at least one representative from the

department of Finance to the audit committee.

(3) An audit committee shall review the financial

statement of the corporation before the financial statement is signed under subsection

29(2).

(4) The auditor of the corporation is entitled to

receive notice of meetings of the audit committee and, at the expense of the

corporation, to attend and be heard at the meetings and, where requested by a

member of the audit committee, shall attend meetings of the committee held

during the term of office of the auditor.

(5) The auditor of the corporation or a member of

the audit committee may call a meeting of the committee.

Errors in

financial statement

(1) A director or officer of the corporation shall immediately notify the audit

committee and the auditor of an error or misstatement of which the director or

officer of the corporation becomes aware in a financial statement that the

auditor or a former auditor has reported upon.

(2) Where the auditor or former auditor of the corporation

is notified or becomes aware of an error or misstatement in a financial statement

upon which the auditor or former auditor has reported, and where in his or her

opinion the error or misstatement is material, the auditor or former auditor

shall inform each director accordingly.

(3) Where, under subsection (2), the auditor or

former auditor informs the directors, or where the directors otherwise have

knowledge of an error or misstatement in a financial statement, the directors

shall

(

a) prepare and issue a revised financial

statement;

(

b) inform the minister and submit the revised

financial statement to the minister; and

(

c) submit a revised report under subsection 27(1)

to the minister.

Borrowing power

(1) Subject

to the prior approval of the Lieutenant-Governor in Council, the corporation may

(

a) borrow money for purposes related to the

attainment of its objects; 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

33. 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 32 to be raised by

the corporation or a subsidiary, and the loan may be raised by bonds, debentures,

or other securities to be issued by the corporation or a subsidiary

(

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

34. Notwithstanding

the Financial Administration Act or

another Act or law, when a guarantee is given under

section 33 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

35. 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

36. The

power conferred by

section 33 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

38. 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

39. 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

or a subsidiary of an obligation of the corporation or a subsidiary 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.

Performance under

guarantee

40. 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 .

Fund established

(1) The

corporation shall establish a fund in the name of the corporation which shall

be separate and distinct from the Consolidated Revenue Fund.

(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 fund referred

to in subsection (1) and the corporation shall have full authority to

administer the money so deposited for the purposes and objects of this Act.

Financial

provisions to have full effect

42. Notwithstanding

the Financial Administration Act or

another Act or law, paragraph 9(1)(

f) and

section 41 of this Act shall have full

effect.

Dividends

43. The

corporation shall pay dividends as determined by the Lieutenant-Governor in

Council.

Application of

Acts

(1) The

Labour Relations Act applies to the

corporation and its subsidiaries.

(2) All collective bargaining agreements and other

agreements of the corporation or a subsidiary 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 or a subsidiary 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, a

subsidiary and their employees.

(5) The Mechanics'

Lien Act applies in respect of the corporation, a subsidiary and all

property to which title is vested in the name of the corporation or a

subsidiary.

(6) The Workplace

Health, Safety and Compensation Act applies in respect of the corporation,

a subsidiary and its employees.

Application of

Public Procurement Act

(1) The

corporation or a subsidiary is exempt from the Public Procurement Act with respect to procurement in the following

areas:

(

a) energy and energy products;

(

b) where the corporation or a subsidiary is

acting in a strategic partnership, joint venture, or equity investment with

other public bodies or private sector entities; or

(

c) for the purpose of meeting the requirements of

a benefit arrangement.

(2) With respect to procurement activities that

are exempt under paragraph (1)(

b) or (c), the corporation and a subsidiary

shall, every 6 months, report to the minister on their procurement activities

and shall include a

summary of contracts entered into and the identities of suppliers

to whom the contracts have been awarded.

(3) The minister shall, upon receipt of a report

under subsection (2), send a copy of the report to the chief procurement officer

appointed under the Public Procurement

Act , who shall post a copy of it on the electronic notification system.

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.

(4) This

section applies, with the necessary

changes, to a subsidiary.

No liability re:

disclosure of information

47. An

action or proceeding does not lie or shall not be instituted or continued

against the corporation or a subsidiary, an officer, employee or agent of the

corporation or a subsidiary, the Crown or a minister, employee or agent of the

Crown based on a cause of action arising from, resulting from or incidental to

the disclosure of information in accordance with this Act.

Offences

(1) A

person who

(

a) contravenes this Act; or

(

b) interferes with or obstructs a 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.

SNL2015 cA-1.2

Amdt.

Schedule A of the Access to Information and Protection of Privacy Act, 2015 is

amended by adding immediately after paragraph (

l) the following:

(l.1)

section 23 of the Oil and Gas Corporation Act ;

SNL2016 cI-2.1

Amdt.

50. The

Schedule to the Independent Appointments

Commission Act is amended by adding immediately after the statutory appointment

reference " Memorial University Act ,

paragraph 22(2)(

c) and subsection 48(1)" the statutory appointment

reference " Oil and Gas Corporation

Act , subsections 10(2) and 12(3)".

SNL2018 cP-35.2

Amdt.

51. Subsections

8(2) and 8(3) of the Public Bodies Reporting

Act are repealed and the following substituted:

(2) Notwithstanding subsection (1) or any other

Act or regulations, including

section 5.4 of the Energy Corporation Act and

section 23 of the Oil and Gas Corporation Act, the minister, the Lieutenant-Governor

in Council or the public body may use and disclose information and documents

for the purposes of this Act, including personal information provided under

this Act, in accordance with the Access

to Information and Protection of Privacy Act, 2015 .

(3) Notwithstanding the Access to Information and Protection

of Privacy Act, 2015 or any other Act or regulations, including

section 5.4

of the Energy Corporation Act and

section 23 of the Oil and Gas Corporation

Act, where the minister requests information and documents from a public

body the information and documents shall be provided to the minister.

SNL2016 cP-41.001

Amdt.

52. Subsection 5(1) of the Public Procurement Act is repealed and the following substituted:

Application

(1) This

Act applies to procurement by public bodies, and with respect to the

corporation established under the Energy

Corporation Act and the corporation established under the Oil and Gas Corporation Act , this Act

applies to those corporations and their subsidiaries except as provided in

those Acts.

NLR 81/16 Amdt.

53. The

Schedule to the Public Sector

Compensation Transparency Regulations published under the Public Sector Compensation Transparency Act

is amended by adding immediately after the reference "NL 911 Bureau

Inc." the reference "Oil and Gas Corporation of Newfoundland

and Labrador and its subsidiaries".

Commencement

54. This Act comes into force on a day to be proclaimed

by the Lieutenant-Governor in Council.

Queen's Printer