Third

Session, 45th General Assembly

Elizabeth II, 2006

BILL 32

AN ACT TO AMEND THE

FISHERY PRODUCTS

INTERNATIONAL LIMITED ACT

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

18, 2006

Second Reading .......................................................................................................... May 23,

Committee ................................................................................... Amendment

1 & 2 May 25, 2006

Third Reading .............................................................................................................. May 25,

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

HONOURABLE

THOMAS G. RIDEOUT

Minister of Fisheries and Aquaculture

Ordered

to be printed by the Honourable House of Assembly

EXPLANATORY NOTES

This Bill would amend the Fishery Products International Limited Act.

Clause 1 of the Bill would revise

section 7 of the Act to provide that neither FPI Limited nor Fishery Products

International Limited may dispose of a substantial portion of its assets

without the prior approval of the Lieutenant-Governor in Council. Currently the Act prohibits the sale of

"all or substantially all" of either of those corporation's property.

Clause 1 of the Bill would also

provide that the approval of the Lieutenant-Governor in Council must be

obtained for the sale of a plant located in the province.

Clause 2 of the Bill would revise

section 9 of the Act to

(

a) provide for a minimum number of directors of

each of FPI Limited and Fishery Products International Limited;

(

b) provide that a majority of the directors of each

of FPI Limited and Fishery Products International Limited must be independent

of significant shareholders of the corporation; and

(

c) provide that a majority of the members of

committees of directors shall be residents of the province.

Clause 3 of the Bill would revise

section 11.1 of the Act, which states that an action may not be brought as a

result of anything incidental to the enactment or application of a provision of

the Act, to also provide that a person is not entitled to compensation or

damages.

Clause 3 of the Bill would also

provide that the Minister of Fisheries and Aquaculture has the same rights with

respect to FPI Limited or Fishery Products International Limited that a complainant

referred to in

section 378 of the Corporations

Act has with respect to a corporation incorporated or continued under that

Act.

Clause 3 would also provide that the

Minister of Fisheries and Aquaculture may require FPI Limited and Fishery

Products International Limited to provide information respecting the operation

of the companies.

Clause 4 of the Bill would repeal

An Act to Amend the Fishery Products

International Limited Act, SNL2005 c32.

Clause 5 is a commencement clause.

A BILL

AN ACT TO AMEND THE FISHERY PRODUCTS

INTERNATIONAL LIMITED ACT

Analysis

S.7 R&S

7. Sale of business

restricted

7.1 Regulations

2. S.9 R&S

Restriction on directors

3. S.11.1 R&S

12. No Liability

13. No compensation

14. Rights of the minister

4. SNL2005 c32

Rep.

5. Commencement

Be it enacted by the Lieutenant-Governor and

House of Assembly in Legislative Session convened, as follows:

RSNL1990 cF-15

as amended

Section 7 of the Fishery Products International Limited Act is repealed and the

following substituted:

Sale of business

restricted

(1) Except

with the prior approval of the Lieutenant-Governor in Council, neither FPI

Limited nor Fishery Products International Limited shall sell, lease, exchange,

mortgage, grant or assume a security interest on, or otherwise dispose of, or

allow or direct a subsidiary of it to sell, lease, exchange, mortgage, grant or

assume a security interest on, or otherwise dispose of, a substantial portion of

an undertaking, property, assets or business operation which relates to or

carries on, in whole or in part, the harvesting, processing or marketing of seafood.

(2) Notwithstanding subsection (1), except with

the prior approval of the Lieutenant-Governor in Council, neither FPI Limited

nor Fishery Products International Limited shall sell, lease, exchange,

mortgage, grant or assume a security interest on, or otherwise dispose of, or allow

or direct a subsidiary of it to sell, lease, exchange, mortgage, grant or

assume a security interest on, or otherwise dispose of, a plant or other

processing facility, wherever located, and machinery and equipment located in

the plant or processing facility.

(3) In subsection (1), "property" and

"assets" mean all property and assets, whether tangible or

intangible, wherever located, and include

(

a) vessels;

(

b) quotas; and

(

c) shares or interests in a subsidiary

corporation,

but do not include

(d) "inventory" and

"inventory" means inventory as defined in the Personal Property Security Act .

(4) Notwithstanding subsection (1), FPI Limited,

Fishery Products International Limited and a subsidiary of either of them may

mortgage, pledge, charge, grant or assume a security interest on, or otherwise

encumber, their undertakings, property or other assets to secure their

obligations.

Regulations

7.1 The

Lieutenant-Governor in Council may make regulations

(

a) prescribing a type of undertaking, property,

asset or business operation to which subsection 7(1) does not apply; and

(

b) prescribing a transaction or type of

transaction to which subsection 7(1) does not apply.

Section 9 of the Act is repealed and the

following substituted:

Restrictions on directors

(1) FPI

Limited and Fishery Products International Limited shall each have not fewer

than 13 directors.

(2) A majority of the directors of each of FPI

Limited and Fishery Products International Limited shall be residents of the

province.

(3) A majority of the directors of each of FPI

Limited and Fishery Products International Limited shall be independent of a

significant shareholder or an associate of a significant shareholder of either

corporation.

(4) In subsection (3), a director is independent if

a reasonable person with knowledge of all the relevant circumstances would conclude

that the director is independent of a significant shareholder or an associate

of a significant shareholder of either corporation.

(5) In this

section

(a) "associate" means an associate as

defined by

article 13(

p) of

Schedule B, with the necessary changes required by

its use in this section;

(b) "resident" has the meaning given it

under the Income Tax Act ( Canada );

and

(c) "significant shareholder" means, in

relation to FPI Limited or Fishery Products International Limited, a

shareholder who is the registered or beneficial owner, in total, of at least 8%

of the then issued and outstanding securities of a class of securities of either

corporation.

(6) Where the directors of either FPI Limited or

Fishery Products International Limited appoint a committee of directors, a

majority of the members of the committee shall be residents of the province.

(7) A majority of the members of a committee of

directors of each of FPI Limited and Fishery Products International Limited

shall be independent of a significant shareholder or an associate of a significant

shareholder of either corporation.

Section 11.1 of the Act is repealed and the following

substituted:

No liability

(1) An

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

against 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 enactment or

application of a provision of this Act.

(2) A cause of action against the Crown or a

minister, employee or agent of the Crown arising from, resulting from or

incidental to anything mentioned in subsection (1) is extinguished.

No compensation

13. A

person is not entitled to compensation or damages from the Crown or a minister,

employee or agent of the Crown arising from, resulting from or incidental to

the enactment or application of a provision of this Act.

Rights of the

minister

(1) With

respect to each of FPI Limited and Fishery Products International Limited the

minister is a complainant under

section 378 of the Corporations Act .

(2) The minister has the same rights with respect

to this Act in respect of either FPI Limited or Fishery Products International

Limited that a complainant referred to in

section 378 of the Corporations Act has under that

section

with respect to a corporation incorporated or continued under that Act.

(3) FPI Limited and Fishery Products International

Limited shall each provide information in the form and detail and at the times

that the minister may require respecting the operation of each corporation.

SNL2005 c32

Rep.

An Act to

Amend the Fishery Products International Limited Act , SNL2005 c32, is repealed.

Commencement

5. This Act or a section, subsection or paragraph

of it comes into force on a day or days to be proclaimed by the

Lieutenant-Governor in Council.

Earl G. Tucker, Queen's Printer