Second

Session, 50th General Assembly

Charles III, 2024

BILL 33

AN ACT RESPECTING THE

AMALGAMATION OF NEWFOUNDLAND AND LABRADOR HYDRO-ELECTRIC CORPORATION AND

NALCOR ENERGY

Received

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

Second

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

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

Third

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

Royal

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

HONOURABLE ANDREW

PARSONS, K.C.

Minister of Industry,

Energy and Technology

Ordered to be printed by

the Honourable House of Assembly

EXPLANATORY NOTES

This Bill would repeal the Energy Corporation Act and the Hydro Corporation Act, 2007 and

amalgamate the Newfoundland and Labrador Hydro-Electric Corporation and Nalcor Energy.

A BILL

AN ACT RESPECTING THE AMALGAMATION OF NEWFOUNDLAND

AND LABRADOR HYDRO-ELECTRIC CORPORATION AND NALCOR ENERGY

Analysis

Short title

Interpretation

PART

AMALGAMATION

Corporation

Effect of amalgamation

Fund

Continuity of employment

Deemed application of collective

agreement

Certain rights not affected

No cause of action

Liability of Crown

PART

CORPORATION

Corporation

Crown agency status

Application of the Corporations Act

Objects of the corporation

Board of directors

Chairperson and CEO

Minutes

Service agreement

By-laws

Affixing seal

Officers and employees

Shareholder direction

No constructive dismissal or breach of

contract

General powers

Deemed subsidiaries

Subsidiaries

Annual report

Form and content of reports

Annual meeting

Request for information by minister

Request for commercially sensitive

information

Report of auditor general

Future power demand forecasts

Accounting methods

Acts applicable

Application of Public Procurement Act

Intergovernmental agreements

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 continued

Financial provisions to have full effect

Actions

No liability re: disclosure of

information

No cause of action

No entitlement to compensation

No deemed employment relationship

Offences

PART

III

TRANSITIONAL, CONSEQUENTIAL AMENDMENTS, REPEAL AND COMMENCEMENT

Transitional

SNL2015 cA-1.2 Amdt .

SNL1994 cE-5.1 Amdt .

SNL2008 cE-11.02 Amdt .

SNL2016 cI-2.1 Amdt .

SNL2012 cM-25 Amdt .

SNL2014 cO-9 Amdt .

SNL2018 cP-35.2 Amdt .

SNL2016 cP-41.001 Amdt .

SNL1992 cT-0.1 Amdt .

NLR 81/16 Amdt .

Repeal

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, 2024.

Interpretation

(1) In this Act

(a) "amalgamating corporations" means the

Newfoundland and Labrador Hydro-Electric Corporation that was continued under

the Hydro Corporation Act, 2007 and Nalcor Energy that was established under the Energy Corporation Act ;

(b) "annual report" means, except where

the context indicates otherwise, a report required under subsection 27(1);

(c) "board" means the board of directors

of the corporation;

(d) "chairperson" means the chairperson

of the board;

(e) "commercially sensitive information"

means i nformation of the corporation or a subsidiary,

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

party, that relates to the exploration for, development, production, refining,

marketing and transportation of hydrocarbons and products from hydrocarbons, 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 agreement

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 or a subsidiary,

(xi) remuneration, and

(xii) payments received

from the corporation or a subsidiary;

(f) "corporation" means the Newfoundland

and Labrador Hydro-Electric Corporation amalgamated and continued under

section

(g) "director" means a director of the board;

(h) "independent contractor" means a

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

( i ) "land"

means r eal 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;

(j) "minister" means the minister

appointed under the Executive Council Act

to administer this Act;

(k) "Muskrat Falls Project" means a project by the corporation, a subsidiary and Emera Inc.,

whether individually or by any combination of them, for

(

i) the design, engineering, planning, construction, commissioning,

ownership, operation, maintenance, management and control of equipment and

facilities, comprised of

(

A) the hydroelectric

plant constructed at Muskrat Falls on the Churchill River, and all associated

facilities, including the intake structures, penstock, powerhouse, dams and spillways,

(

B) a HVdc transmission line and all related components

constructed between the Muskrat Falls hydroelectric plant on the Churchill

River and Soldier's Pond, including

(

I) foundations,

underground services, subsea services, roads, buildings, erections

and structures, whether temporary or permanent,

(II) all other

facilities, fixtures, appurtenances and tangible

personal property, including inventories, of any nature whatsoever contained on

or attaching to the transmission line, and

(III) all mechanical, electrical and other systems and other technology installed

under or upon anything referred to in subclause (

I) or (II),

(

C) transmission

facilities constructed between the Muskrat Falls hydroelectric plant on the

Churchill River and the generating plant located at Churchill Falls,

(

D) transmission

facilities constructed by Emera Inc. between the island portion of the province

and Cape Breton, Nova Scotia including

(

I) foundations,

underground services, subsea services, roads, buildings, erections

and structures, whether temporary or permanent,

(II) all other

facilities, fixtures, appurtenances and tangible

personal property, including inventories, of any nature whatsoever contained on

or attaching to them, and

(III) all mechanical, electrical and other systems and other technology installed

under or upon anything referred to in subclause (

I) or (II), and

(

E) any associated

upgrades to the bulk electrical system or related control facilities on the

island portion of the province required as a result of

clauses (

A) to (D),

(ii) the production,

generation, storage, transmission, delivery or provision of electrical power

and energy from the facilities in subparagraph ( i );

(iii) t he negotiation,

conclusion, execution and performance of agreements

for activities referred to in subparagraphs (

i) and

(ii), and, in particular, agreements respecting the

(

A) construction,

operations, maintenance and administration,

(

B) acquisition of

easements, rights-of-way, permits, licences, certificates, consents

and other authorizations,

(

C) engineering and

procurement,

(

D) arrangements with

aboriginal peoples,

(

E) d emobilization and

decommissioning, and

(

F) any agreements, contracts or instruments necessary or incidental to any

activity described in this subparagraph, and

(iv) r aising and securing equity or debt financing and any

related derivative contracts necessary to construct the facilities and

otherwise engage in the activities referred to in subparagraphs (

i) to (iii), including without limitation the negotiation,

conclusion and execution of agreements and security documentation with a lender

providing that financing or refinancing to the projects;

(l) " Nalcor

Energy" means Nalcor Energy that was established

under the Energy Corporation Act ;

(m) "objects" means, unless the context

indicates otherwise, the objects of the corporation set out in

section 14;

(n) "person" includes a natural person, a corporation, another entity recognized

by law, and the heirs, executors, administrators or other legal representatives

of a person;

(o) "power" includes electrical power,

however generated, and electrical energy;

(p) "public body" means a public body as defined in the Access to Information

and Protection of Privacy Act, 2015 ;

(q) "subsidiary" means a subsidiary of

the corporation; and

(r) "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 exercise of the powers of the

corporation and the attainment of its objects.

(2) The

Lieutenant-Governor in Council may designate any activities, agreements

and amendments in connection with or in respect of paragraph (1)(

k) entered

into by the corporation, a subsidiary and Emera Inc., whether individually or

by any combination of them

(

a) to be included as

part of the Muskrat Falls Project where that activity, agreement or amendment

may not otherwise qualify under paragraph (1)(k); and

(

b) to be excluded from

the Muskrat Falls Project, notwithstanding another provision of paragraph (1)(k).

(3) For the purpose of

this section, "Emera Inc." includes all affiliates, subsidiaries,

successors and assigns of that corporation.

PART I

AMALGAMATION

Corporation

3. The

amalgamating corporations are amalgamated and shall continue as a corporation under

the name Newfoundland and Labrador Hydro-Electric Corporation.

Effect of

amalgamation

(1) On

the date this Act comes into force

(

a) title to all property and assets of each

amalgamating corporation is vested in the corporation;

(

b) all title and interests to land held in the

name of each amalgamating corporation immediately before this Act comes into

force are held in the name of the corporation;

(

c) an agreement or contract made between an amalgamating

corporation and another party before this Act comes into force continues in

force and is binding on the corporation and the other party to the agreement or

contract;

(

d) the corporation is charged with and assumes

all the obligations and liabilities of each amalgamating corporation;

(

e) existing causes of action, claims and liabilities

by or against an amalgamating corporation are unaffected;

(

f) civil, criminal or

administrative actions or proceedings pending by or against an amalgamating corporation

may continue to be prosecuted by or against the corporation; and

(

g) a conviction against, or ruling, order or

judgment in favour of or against an amalgamating corporation may be enforced by

or against the corporation.

(2) In any document, it is sufficient to cite this

Act as effecting the amalgamation of the amalgamating corporations.

Fund

5. The

fund established under

section 32 of the Energy

Corporation Act and the fund established under

section 34 of the Hydro Corporation Act, 2007 shall be merged

and continued as the Newfoundland and Labrador Hydro-Electric Corporation Fund.

Continuity of

employment

(1) The

employment of an employee of an amalgamating corporation continues with the

corporation.

(2) The employment of an employee referred to in

subsection (1) shall be deemed to have continued with the corporation without

interruption in service, and the rights, duties and obligations of the employer

and employee continue accordingly until changed by a collective agreement or a contract

of employment.

(3) Where the employment of an employee is

continued under subsection (1), nothing in this Act prevents

(

a) the employment from being lawfully terminated

after the continuation; or

(

b) any term or condition of the employment from

being lawfully changed after the continuation.

(4) Service of an employee referred to in

subsection (1) with an amalgamating corporation or a predecessor of an

amalgamating corporation is deemed to be service with the corporation for the

purpose of determining probationary periods, benefits

or any other employment-related entitlements under any Act, at common law or

under any applicable contract of employment or collective agreement.

Deemed

application of collective agreement

7. Any collective agreement that is applicable to an

amalgamating corporation and any of its employees and to a bargaining agent immediately

before the coming into force of this Act shall be deemed to apply as if entered into directly between the corporation and the

bargaining agent, and the rights, duties and obligations of the employer, the

bargaining agent and the employees continue accordingly.

Certain

rights not affected

8. The

amalgamation of the amalgamating corporations under

section 3 or the

continuation of the employment of employees under subsection 6(1) shall

(

a) not constitute

(

i) a breach,

termination, repudiation or frustration of any

contract, including a contract of employment or insurance,

(ii) a breach of any Act or regulation, or

(iii) an event of default or force majeure under any

contract; and

(

b) not give rise to

(

i) a breach,

termination, repudiation or frustration of any

licence, permit or other right,

(ii) any right to terminate or repudiate a

contract, licence or other right, or

(iii) any estoppel.

No cause of

action

(1) An

action or other proceeding does not lie and cannot be instituted against the

minister, the Crown or the corporation or any employees or agents of the

minister, the Crown or the corporation, as a direct or

indirect result of

(

a) the amalgamation of the amalgamating

corporations under this Act; or

(

b) any regulations, orders-in-council,

directives, orders or decisions made under the

authority of this Act.

(2) Nothing in this Act creates a cause of action

in favour of

(

a) a holder of a security that was issued by

either of the amalgamating corporations or any of their predecessors; or

(

b) a party to a contract with an amalgamating

corporation or any of its predecessors that was entered into before the coming

into force of this Act.

Liability of

Crown

(1) The

liability of the Crown as guarantor of a security or other liability of either

of the amalgamating corporations or their predecessors under a written

guarantee given by the Crown before the coming into force of this Act is not

affected by anything in this Act.

(2) The liability of the Crown as principal of

either of the amalgamating corporations or their predecessors with respect to

liabilities and obligations entered into by either of the amalgamating

corporations or their predecessors on behalf of the Crown before the coming

into force of this Act is not affected by anything in this Act.

PART II

CORPORATION

Corporation

(1) The corporation is considered to have issued and

outstanding shares which are vested in the Crown.

(2) The head office of

the corporation shall be at St. John's.

(3) The corporation is

an agent of the Crown.

(4) 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;

(

c) enter

into a partnership, joint venture,

equity investment or other arrangement with the Crown, an agent of the Crown or

another person; and

(

d) appoint agents to

act on its behalf.

(5) Property of the

corporation is the property of the Crown, but title to it is vested in the name

of the corporation.

(6) A director or a

person employed by the corporation or a subsidiary does

not become, by reason of that office or employment only, an officer or employee

of the Crown.

(7) Notwithstanding

section

3, in all Acts of the Legislature, agreements, legal documents and instruments,

the corporation may be referred to as "Newfoundland and Labrador

Hydro".

(8) The

corporation continues to be charged with

(

a) 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;

(

b) 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; and

(

c) all

obligations and liabilities of the Board of Trustees of the Power Distribution

District of Newfoundland and Labrador.

Crown agency

status

(1) Notwithstanding subsections 11(3), (4) and (5), where

the corporation enters into contracts and ancillary arrangements relating to the

Muskrat Falls Project, including contracts and ancillary arrangements for the purchase

of electrical energy, capacity and transmission services, and contracts for

direct cost reimbursement to the Muskrat Falls Project, the corporation shall

be considered to have entered into those contracts and ancillary arrangements

in its own capacity and not as an agent of the Crown, and the Crown shall not

be liable as principal in contract, tort or otherwise at law or equity for the

liabilities of the corporation created directly or indirectly by those

contracts or arrangements.

(2) Notwithstanding

subsection (1), the corporation may execute contracts relating to the Muskrat

Falls Project as an agent of the Crown where

(

a) the

Lieutenant-Governor in Council has approved the contract; and

(

b) the contract

explicitly states that the corporation signs the contract as an agent of the

Crown.

Application of

the Corporations Act

13. ( 1) The Corporations Act except for

section 27,

paragraphs 31(

a) to (e), sections 32, 76, 81, 167, 169, 172, 173, 177, 178 and

188, subsection 189(1), paragraphs 189(3)(a), (d), (

h) and (j), sections 200,

201, 203 to 209, subsections 245(1), (2) and (8), 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) T he provisions of

this Act constitute the articles of the corporation.

Objects of the

corporation

(1) The objects of the corporation are to do the following in accordance with the

priorities of the government of the province:

(

a) 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, export, purchase and use of

power from water, steam, gas, coal, oil, wind, hydrogen or other products used

or useful in the production of power;

(

b) 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; and

(

c) manufacture, produce,

distribute and sell energy related products and

services.

(2) Notwithstanding subsection (1), the

corporation may, in accordance with the priorities of the government of the

province and with the approval of the Lieutenant-Governor in Council, engage in

(

a) the exploration for,

development, production, refining, marketing and transportation of hydrocarbons

and products from hydrocarbons; and

(

b) 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 comprised of not less than

5 and not more than 14 persons.

(2) The directors shall

(

a) be appointed by the

Lieutenant-Governor in Council;

(

b) hold office during

pleasure only; and

(

c) be 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 19 , 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) T here shall be a chairperson of the board to be appointed by

the Lieutenant-Governor in Council from among the directors.

(2) The chairperson

by the Lieutenant-Governor in Council or in an agreement made under

section 18, and shall vacate office in accordance with those terms

and conditions.

(3) There shall be a

chief executive officer of the corporation, to be appointed by the

Lieutenant-Governor in Council, who shall, subject to the terms of appointment

that may be established by the Lieutenant-Governor in Council or in an

agreement made under

section 18, 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 shall

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 elected by the board

shall act as chairperson of the board.

(6) Notwithstanding subsection (5), where the chief executive officer is a director, the chief

executive officer shall not act as the chairperson of the board in the absence

or incapacity of the chairperson.

(7) 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 the chief executive officer's return or resumption of duties or

until a new chief executive officer is appointed.

Minutes

17. 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 the

person's appointment to the office of chairperson or chief executive officer of

the corporation.

(2) An agreement under

this

section may set

(

a) the terms and

conditions of appointment to the office;

(

b) the term, tenure and remuneration, including the salary, pension and

other rights and benefits that the appointee is to receive; and

(

c) the terms and

conditions under which the appointment may be terminated and by whom before the

expiration of the term of the appointment.

(3) A person with whom

an agreement is made under this

section in relation to an office

(

a) holds that office in

accordance with the agreement and shall vacate it

accordingly; and

(

b) does not, by reason

only of the appointment to that office, become an employee of the Crown.

By-laws

19. The board may make by-laws

(

a) respecting the

calling of meetings of the board;

(

b) e stablishing 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

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.

Affixing seal

20. Unt il the board makes other provision under

section 19, the

affixing of the common seal of the corporation shall be witnessed by at least 2

directors.

Officers and

employees

(1) The board may appoint those officers and managers, hire 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, hired or retained under this

section does

not, by reason only of the appointment, employment or retention, become an

employee of the Crown.

Shareholder

direction

(1) Notwithstanding the board's authority to fix the

remuneration and terms of service for persons referred to in subsection 21(1),

the Lieutenant-Governor in Council may give direction to the board under subsection

245(2) of the Corporations Act relating to matters of remuneration and

terms of service.

(2) Subsection (1) does

not apply to persons referred to in subsection 21(1) who are represented by a

bargaining agent certified or recognized under

an Act of the province.

(3) Where the

Lieutenant-Governor in Council gives direction to the board in accordance with

subsection (1), the board shall comply with the direction without delay.

No constructive

dismissal or breach of contract

23. A change

in a person's remuneration or terms of service made in accordance with

direction given in accordance with

section 22 does not constitute constructive

dismissal or a breach of contract.

General powers

(1) The

cor poration may

(

a) where it is an agent

of the Crown, on behalf of the Crown, or where not an agent of the Crown, in

its own capacity, 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) 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) c ontract with a

person for the purchase of petroleum products, notwithstanding another Act;

(

e) acquire by purchase,

lease or otherwise, property, both real and personal, waters 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;

(

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 the consideration that the corporation may set, 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;

(

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;

(

j) 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;

(

k) 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;

(

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 its objects;

(

m) carry on business

incidental and subsidiary to the carrying out of its objects and necessary to

enable the company to profitably 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) T he 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 its objects;

(

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 its objects.

Deemed subsidiaries

(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) i t 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.

Subsidiaries

(1) 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.

(2) T he objects of a

subsidiary shall be some or all of the objects of the

corporation under

section 14.

(3) 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.

(4) 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.

(5) 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 (1).

(6) Where a subsidiary

is not designated as an agent of the Crown under subsection (5),

(

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 (1) 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 10 members;

(

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 members, 2 independent

directors,

(ii) where the board has

7 or 8 members, 3 independent directors, and

(iii) where the board has

9 or 10 members, 4 independent directors; and

(

f) t he chief executive

officer of the subsidiary shall be appointed by the board of directors of the

subsidiary.

(7) In paragraph (6)(e),

"independent director" means a person who is not a member of the

board of directors of the corporation or another subsidiary or an employee or

officer of the corporation, another subsidiary or the

Crown.

(8) Subsection (6) does

not apply to

(

a) Churchill Falls (Labrador)

Corporation Limited;

(

b) Lower Churchill

Development Corporation Limited; or

(

c) Gull Island Power

Corporation.

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 that 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;

(

c) a report of each

subsidiary giving an account of its activities during the immediately preceding

financial year and including information that it believes may be of public

interest relating to its activities, but the report shall not be required to

include commercially sensitive information; and

(

d) a comparison of the corporation's actual results for the applicable fiscal year against the

projected results for the fiscal year as contained in a strategic plan prepared

under

section 5 of the Transparency and

Accountability Act .

(2) Where the comparison referred to in paragraph

(1)(

d) discloses a variance between the actual and

projected results for the applicable fiscal year, the annual report shall include

an explanation of the variance.

(3) An annual report shall

(

a) be signed by the chairperson; and

(

b) include a statement that the board is

accountable for the actual results reported.

(4) The minister may, on

receipt of an annual report, direct the corporation to provide additional

information on its activities or the activities of one or more of its

subsidiaries and the corporation shall provide the information in the form and

detail and at the time the minister may direct.

(5) An annual report shall

be made public by the minister by

(

a) presenting the annual

report to the House of Assembly; and

(

b) other effective

means, including electronically.

(6) Section 19.1 of the House

of Assembly Act applies to an annual report as if the annual report were a

report of an officer of the House of Assembly.

(7) Notwithstanding

section 3 of the Transparency and Accountability Act, an annual report shall satisfy the requirements of a report

required under

section 9 of that Act.

Form and content

of reports

28. An

annual report shall be consistent in form and content with annual reports

prepared by crown-owned electric utilities.

Annual meeting

29. The corporation shall hold an annual meeting in the

province, which shall be open to the general public ,

within 60 days of the publication by the minister of an annual report.

Request for

information by minister

30. Where requested by the minister, the corporation or a

subsidiary shall provide the minister with the information, records, reports and other documents the minister specifies in the

request relating to the business and affairs of the corporation or the

subsidiary.

Request for 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

t he 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 complaint is filed

with the commissioner under

section 42 of the Access to Information and Protection of Privacy

Act, 2015 , the commissioner shall, where the commissioner determines that

the information is commercially sensitive information,

(

a) on receipt of the

chief executive officer's certification that the chief executive officer 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)

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)

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) 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, 2021 , a person to whom that

section applies shall not disclose,

directly or indirectly, commercially sensitive information that comes to the

person's knowledge in the course of the person's 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

the chief executive officer shall have reasonable time to inform the auditor

general whether or not, in the chief executive officer's 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 32 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, 2021, 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) S ection 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.

Future power

demand forecasts

33. 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 the

person's future power requirements from the corporation covering a period, as determined

by the corporation, not in excess of 20 years; and

(

b) a forecast of the

power to be generated by the person within the period prescribed under

paragraph (a),

together with

other information relating to power requirements and generation that the

corporation may reasonably request.

Accounting

methods

(1) 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.

(2) For all purposes of

the Public Utilities Act , the expenses chargeable to the operating

account by the corporation shall include

(

a) an amount equal to

the difference between the amount at which an indebtedness of the corporation

which is denominated in a foreign currency was 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

(

b) a ll amounts paid by

the corporation for non-utility 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 (b), as amortized on a consistent basis and

over 40 years from the year 2002.

(3) The expenses and

amortization provided for in subsection (2) shall be

considered to be reasonable and prudent and properly chargeable to the

operating account for all purposes of the Public Utilities Act ,

including subsection 80(2) of that Act.

(4) Where there is a

conflict between this

section and the provisions of the Public Utilities Act ,

the provisions of this

section shall prevail.

Acts applicable

(1) The Labour Relations Act applies to the corporation.

(2) Section 11.1 of the Public

Sector Restraint Act, 1992 applies to the corporation and its employees.

(3) The Water

Resources Act applies to the corporation.

(4) Whether or not 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) t he Workplace

Health, Safety and Compensation Act, 2022 applies in respect of the

corporation and its employees.

Application of

Public Procurement Act

36. ( 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) Notwithstanding subsection (1), the

corporation or a subsidiary is not exempt from the Public Procurement Act in the areas referred to in subsection

(1) in relation to activities of the corporation that are subject to the Public Utilities Act .

(3) 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.

(4) T he minister shall,

upon receipt of a report under subsection (3), 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.

Intergovernmental

agreements

(1) A n 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 of the corporation

or a subsidiary.

(2) In this section, the

following terms have the same meaning as in the Intergovernmental Affairs Act :

(a) "inter governmental

agreement"; and

(b) "sovereign

government".

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) do one or more of

the following 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.

(2) Money borrowed in accordance with subsection

(1) may be borrowed at the rate of interest and upon

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.

(3) 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

(1) 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 38 to be raised by the corporation or

a subsidiary.

(2) The loan referred to in subsection (1) 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 of the loan;

(

b) a t a rate of interest;

(

c) on the terms and

conditions; and

(

d) with provision for

redemption at the time,

that may be

approved by the Lieutenant-Governor in Council or, where the authority to do so

is delegated to the Minister of Finance by the Lieutenant-Governor in Council,

the Minister of Finance.

(3) T he bonds,

debentures or other securities referred to in subsection (2) 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

(1) Notwithstanding the Financial Administration Act or

another Act or law, when a guarantee is given under

section 39, it shall be

given in the manner and form that the Lieutenant-Governor in Council approves.

(2) T he form of

guarantee referred to in subsection (1) shall be signed on behalf of the

province by the Minister of Finance, the Minister of Finance's 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

41. 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

42. T he power conferred by

section 39 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 a 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 set by the Lieutenant-Governor in Council, and it is

the duty of the Minister of Finance to ensure that this total is not exceeded.

(3) The Minister of

Finance, acting on behalf of the Crown, may unconditionally guarantee

(

a) the repayment of a

sum raised under subsection (1 );

(

b) the payment of

interest, including interest on overdue interest; and

(

c) 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 set by the Lieutenant-Governor in Council, and it is the

duty of the Minister of Finance to ensure 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

44. 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

a loan to be made under this Act.

Performance

guarantee

45. 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 p erform, fulfil

or observe a covenant, obligation or provision of an agreement, deed, bond,

promissory note or other document or instrument.

Loans by

government

46. 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

Lieutenant-Governor in Council.

Performance under

guarantee

(1) 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.

(2) Notwithstanding

subsection (1), in respect of the Muskrat Falls Project, 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.

Total amount of

loan

(1) The total amount of the outstanding debt of the corporation

and its subsidiaries at any time shall not exceed $3,200,000,000 in Canadian

currency or its equivalent in the currency of another country.

(2) The total debt

referred to in subsection (1) that is guaranteed by or on behalf of the Crown

shall not exceed $3,200,000,000 in Canadian currency or its equivalent in the

currency of another country.

(3) In calculating the

maximum amount of money raised by way of loans by the corporation and its

subsidiaries and of guarantees given under this Act, the following

amounts shall not be included:

(

a) amounts raised by way of loan that have been repaid or 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;

(

b) amounts raised by way of loan by the corporation or its subsidiaries in respect of the

Muskrat Falls Project; or

(

c) amounts raised by way of loan by the

corporation and the following subsidiaries:

(

i) Churchill Falls

(Labrador) Corporation Limited, or

(ii) Lower Churchill Development Corporation

Limited.

Financial year

49. The

financial year of the corporation shall be the

calendar year.

Capital and

operating expenses

50. 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 financial statements of the corporation shall be audited

annually in accordance with the Auditor

General Act, 2021 .

(2) The financial

statements referred to in subsection (1) shall be signed by 2 directors and

shall have attached to it the auditor's report referred to in subsection (3).

(3) The report of the

auditor shall be sent to the minister with each annual report

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.

(4) This

section

applies, with the necessary changes, to a subsidiary.

Fund continued

(1) T he Newfoundland and Labrador Hydro-Electric Corporation

Fund continued under

section 5 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 are received by 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 deposited for

the purposes and objects of this Act.

(3) Nothing in

subsection (2) prevents the corporation from exercising the power to deal with

money in the manner prescribed in paragraph 24 (1)(h).

Financial

provisions to have full effect

53. Notwithstanding the Financial Administration Act or

another Act or law, paragraph 24 (1)(

h) and

section 52 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.

No liability re:

disclosure of information

55. A cause of action or proceeding does not lie or shall not

be commenced or continued against the corporation or its subsidiaries, 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.

No cause of

action

(1) A cause of action or

proceeding, either in law or in equity, does not lie or shall not be commenced

against the Crown or any of its ministers, agents, appointees or employees or

against the corporation or its subsidiaries, or any of its directors, board

members, officers or employees of the corporation and its subsidiaries as a

direct or indirect result of anything done or omitted to be done in order to

comply with direction given in accordance with

section 22, including any change

in remuneration or terms of service.

(2) Subsection (1) applies to an action or proceeding in

contract, restitution, tort, trust, fiduciary obligation or otherwise claiming

any remedy or relief, including

(

a) specific performance, injunction

or declaratory relief; and

(

b) any form of damages or a claim to be compensated for any

direct or indirect loss, including loss of earnings, loss of revenue or loss of

profit.

No entitlement to

compensation

57. Notwithstanding any other Act

or law, a person is not entitled to be compensated for any loss or damages,

including loss of expected earnings or denial or reduction of compensation that

would otherwise have been payable to any person, arising from direction given

in accordance with

section 22.

No deemed

employment relationship

58. Nothing in this Act makes

(

a) a subsidiary a Crown agent if the subsidiary was not

otherwise a crown agent; or

(

b) an employee of the corporation or a subsidiary an

employee of the Crown where the employee was not otherwise an employee of the

Crown.

Offences

(1) A person who

(

a) contravenes this Act;

(

b) interferes with or obstructs a person in the

discharge of the person's 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.

PART III

TRANSITIONAL, CONSEQUENTIAL AMENDMENTS, REPEAL AND COMMENCEMENT

Transitional

(1) A person who is a director of Newfoundland and Labrador Hydro immediately

before the coming into force of this Act shall continue to be a director until

the board of directors is appointed under

section 15.

(2) A person who is the chairperson of

Newfoundland and Labrador Hydro immediately before the coming into force of

this Act shall continue to be the chairperson until a chairperson is appointed

under

section 16.

(3) A person who is the chief executive officer of

Newfoundland and Labrador Hydro immediately before the coming into force of

this Act shall continue to be the chief executive officer until a chief

executive officer is appointed under

section 16.

SNL2015 cA-1.2 Amdt .

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

amended by

(

a) deleting

paragraph (e); and

(

b) adding

immediately after paragraph (

j) the following:

(j.01)

section 31 of the Hydro Corporation Act, 2024;

SNL1994 cE-5.1

Amdt .

62. ( 1) Paragraph 2(j.1) of the Electrical Power Control Act, 1994 is

amended by deleting the reference " Energy

Corporation Act " and substituting the reference " Hydro Corporation Act, 2024 ".

(2) Subsection 14.2(3) of the Act is repealed and

the following substituted:

(3) For

the purposes of this section, Newfoundland and Labrador Hydro is an agent of

the Crown.

SNL2008 cE-11.02 Amdt .

63. Paragraph

2(

b) of the Energy Corporation of

Newfoundland and Labrador Water Rights Act is repealed and the following

substituted:

(a) "Energy Corporation of Newfoundland and

Labrador" means the corporation incorporated under the Energy Corporation Act and amalgamated

with the Newfoundland and Labrador Hydro-Electric Corporation under the Hydro Corporation Act, 2024 ;

SNL2016 cI-2.1 Amdt .

64. The

Schedule to the Independent Appointments

Commission Act is amended by

(

a) deleting

the statutory reference " Energy

Corporation Act , subsections 6(2) and 7(3)" and

(

b) deleting

the statutory reference " Hydro

Corporation Act, 2007 , subsections 6(2) and 7(3)" and substituting the

statutory reference " Hydro

Corporation Act, 2024 , subsections 15(2) and 16(3)".

SNL2012 cM-25 Amdt .

65. ( 1) Paragraph 2(

i) of the Muskrat Falls Project Land Use and

Expropriation Act is amended by deleting the reference " Energy Corporation Act " and

substituting the reference " Hydro

Corporation Act, 2024 ".

(2) Subparagraph

2(j)(

i) of the Act is repealed and the following

substituted:

(

i) the corporation established in the Energy

Corporation Act and amalgamated with the Newfoundland and Labrador

Hydro-Electric Corporation under the Hydro

Corporation Act, 2024 , including all affiliates,

subsidiaries, successors and assigns of that corporation, and

SNL2014 cO-9 Amdt .

66. The

Schedule to the Other Post-Employment Benefits Eligibility Modification Act is

amended by

(

a) deleting

the reference " Nalcor Energy"; and

(

b) adding

immediately after the reference "Newfoundland and Labrador Housing

Corporation" the reference "Newfoundland and Labrador Hydro-Electric

Corporation and its subsidiaries".

SNL2018 cP-35.2

Amdt .

Section 8 of the Public Bodies Reporting Act is amended by deleting the reference

"section 5.4 of the Energy

Corporation Act " wherever it appears and substituting "section 31

of the Hydro Corporation Act, 2024 ".

SNL2016 cP-41.001

Amdt .

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

(1) This Act applies to

procurement by public bodies, and with respect to the corporation established

under the Energy Corporation Act and amalgamated with the

Newfoundland and Labrador Hydro-Electric Corporation under the Hydro Corporation Act, 2024 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.

SNL1992 cT-0.1 Amdt .

69. Paragraph 2(e.01) of the Taxation of Utilities and Cable Television

Companies Act is amended by deleting the reference " Hydro Corporation Act, 2007 " and

substituting the reference " Hydro

Corporation Act, 2024 ".

NLR 81/16 Amdt .

70. The

Schedule to the Public Sector Compensation

Transparency Regulations under the Public Sector Compensation

Transparency Act is amended by

(

a) deleting the

reference " Nalcor Energy and its subsidiaries;

and

(

b) deleting

the reference "Newfoundland and Labrador Hydro" and substituting the

reference "Newfoundland and Labrador Hydro-Electric Corporation and its

subsidiaries".

Repeal

71. The Energy

Corporation Act and the Hydro

Corporation Act, 2007 are repealed.

Commencement

72. This

Act comes into force on a date to be proclaimed by the Lieutenant-Governor in

Council.

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