Bill 12 — Fourth Session, 27Th Legislature, 60 Elizabeth Ii the Legislative Assembly of Alberta Bill 12 Alberta Investment Management Corporation Amendment Act, 2011 (Legislature 27, Session 4)

L27 S4 9285

Alberta — Bills

2011 Bill 12 Fourth Session, 27th Legislature, 60 Elizabeth II THE LEGISLATIVE ASSEMBLY OF ALBERTA BILL 12 ALBERTA INVESTMENT MANAGEMENT CORPORATION AMENDMENT ACT, 2011 MR. DALLAS First Reading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Second Reading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Committee of the Whole . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Third Reading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Royal Assent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1 Bill 12 Mr. Dallas BILL 12 2011 ALBERTA INVESTMENT MANAGEMENT CORPORATION AMENDMENT ACT, 2011 ( A s s e n t e d t o , 2 0 1 1 ) HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Alberta, enacts as follows: Amends SA 2007 cA-26.5 1 The Alberta Investment Management Corporation Act is amended by this Act. 2

Section 2 is amended (

a) in subsection (1) by striking out “consisting of the board of directors under

section 4”; (

b) by adding the following after subsection (2):

(2.1) In providing investment management services to designated entities, the Corporation shall act in the best interests of the designated entities. 3

Section 11 is repealed and the following is substituted: Responsibility of directors and officers 11 Every director and officer, in exercising powers and discharging duties, (

a) shall act honestly and in good faith and with a view to the best interests of the Corporation, and

1 Explanatory Notes Explanatory Notes 1 Amends

chapter A-26.5 of the Statutes of Alberta, 2007. 2

Section 2(1) presently reads: 2(1) A corporation to be known as the “Alberta Investment Management Corporation” is established consisting of the board of directors under

section 4. 3

Section 11 presently reads: 11(1) Every director and officer, in exercising powers and discharging duties, (

a) shall act honestly and in good faith and with a view to the best interests of the Corporation as an agent of the Crown, and

2 (

b) shall exercise the care, diligence and skill that a reasonable and prudent person would exercise in comparable circumstances. 4 The following is added after

section 11: Disclosure by directors and officers 11.1

Section 120 of the Business Corporations Act applies to the directors or officers of the Corporation except that a reference in that

section to a contract or transaction with a corporation includes both a contract or transaction with the Corporation and a contract or transaction with, or on behalf of, any designated entity to which the Corporation provides investment management services. 5

Section 12(1) is amended (

a) by repealing clause (

b) and substituting the following: (

b) an individual who acts or acted at the Corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, whether incorporated or unincorporated, of which the Corporation, the Crown or a designated entity is or was a direct or indirect security holder or creditor, (

b) by adding “or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the Corporation’s request” after “best interests of the Corporation,”.

2 Explanatory Notes (

b) shall exercise the care, diligence and skill that a reasonable and prudent person would exercise in comparable circumstances.

(2) In considering whether the exercise of a power or the discharge of a duty is in the best interests of the Corporation as an agent of the Crown, a director or officer, as the case may be, shall have due regard to the interests of the Crown and the designated entities. 4 Disclosure by directors and officers. 5

Section 12 presently reads: 12(1) The Corporation may, subject to the regulations, indemnify (

a) a present or former director or officer of the Corporation, (

b) a person who acts or acted at the request of the Corporation as a director or officer of a corporation of which the Corporation or the Crown is or was a shareholder or creditor, (

c) an employee or former em ployee of the Corporation, and (

d) the heirs and legal representatives of a person referred to in clause (a), (

b) or (c), against costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, reasonably incurred by that person with respect to a civil, criminal or administrative action or proceeding to which that person is made a party by reason of holding such a position if that person acted honestly, in good faith and with a view to the best interests of the Corporation, and in the

3 6 The following is added after

section 19: Complying with directives 19.1(1) In this section, “directive” means (

a) a directive issued under

section 19, (

b) a directive issued by Trea sury Board pursuant to

section 7 of the Financial Administration Act, and (

c) any other directive or direction issued under another enactment.

(2) The board shall ensure that any directive issued to the board, and the Corporation shall ensure that any directive issued to the Corporation, is implemented in a prompt and efficient manner and in accordance with

section 11(b), and compliance by the board or the Corporation, as the case may be, with any directive is deemed to be in compliance with

section 11(a). 7 The Alberta Public Agencies Governance Act is amended in

section 27 by adding the following after clause (b): (

c) in

section 19.1(1) by striking out “and” at the end of clause (

b) and adding the following after clause (b): (b.1) a policy set pursuant to

section 10 of the Alberta Public Agencies Governance Act, and

3 Explanatory Notes case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, if that person had reasonable grounds for believing that the conduct was lawful.

(2) Except as authorized under subsection (1), the Corporation may provide indemnities only in accordance with the regulations. 6 Complying with directives. 7 Amends

section 27 of

chapter A-31.5 of the Statutes of Alberta, 2009.

RECORD OF DEBATE Stage Date Member From To Questions and Comments From To Stage Date Member From To Questions and Comments From To Stage Date Member From To Questions and Comments From To Stage Date Member From To Questions and Comments From To Title: 2011 (27th, 4th) Bill 12, Alberta Investment Management Corporation Amendment Act, 2011

Document details

Collection	Alberta — Bills
Citation	L27 S4 9285
Type	bill
Volume / chapter	L27 S4 9285
Language	en
Format	json
Source	PROVINCIAL
Identifier	7faf997d231bb326399ae6fc7d4efd5b6dc00be8

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