RSNL1990 CHAPTER H-16 - HYDRO CORPORATION ACT - Point in Time

Short title

1. This Act may be cited as the Hydro Corporation Act.

1975 No3 s1

Definitions

2. In this Act

(a) "board" means the board of directors of the corporation;

(b) "chairperson" means the chairperson of the board;

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

(e) "Labrador" means all that part of the province situated on the mainland of Canada ;

(f) "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;

(g) "minister" means the minister appointed under the Executive Council Act to administer this Act;

(h) "person" includes a natural person, every company or other corporation, every other entity recognized by law and the heirs, executors, administrators or other legal representatives of a person;

(i) "power" includes electrical power, however generated and electrical energy;

(j) "president" means the president of the board; and

(k) "works" means all land, property, buildings, plants, machinery, installations, materials, dams, canals, devices, fittings, apparatus, appliances, and equipment made, established or acquired or utilized, or useful for the development, generation or production of power or its transmission, distribution, delivery, supply, sale, purchase or use.

1975 No3 s2; 1987 c28 Sch B; 1989 c23 Sch B; 2006 c40 s21

Organization

3. (1) The Newfoundland and Labrador Hydro-electric Corporation is continued as a corporation.

(2) The corporation is charged with and shall discharge all obligations and liabilities imposed on it or assumed or incurred by it under the name of the Newfoundland and Labrador Power Corporation and existing immediately before January l, 1975, and all obligations and liabilities imposed on it or assumed or incurred by it under the name of the Newfoundland and Labrador Power Commission and existing immediately before January 1, 1975.

(3) The head office of the corporation shall be at St. John's .

(4) The corporation is an agent of the Crown.

(5) Notwithstanding that the corporation is an agent of the Crown, the corporation may, for the purpose of this Act and subject to conditions it considers necessary

(a) acquire from the Crown in right of Canada , of the province or of the other provinces of Canada or from an agency of the Crown in right of Canada or of this or another of the provinces of Canada , real and personal property and rights of all kinds;

(b) enter into contracts with the Crown in right of Canada or an agency of the Crown in right of Canada ; and

(6) Property of the corporation is the property of the Crown, but title to it is vested in the name of the corporation.

(7) A director or a person employed by the corporation does not become, because of that office or employment only, an officer or employee of the Crown.

(8) Notwithstanding subsection (2), in all Acts of the Legislature, agreements, legal documents and instruments, the corporation may be referred to as "Newfoundland and Labrador Hydro".

1975 No3 s4; 1992 c48 s14

Supply of power

4. (1) The objects of the corporation are to develop the use of 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 and use of power from water, steam, gas, coal, oil or other products used or useful in the production of power, and to supply power, at rates consistent with sound financial administration, for domestic, commercial, industrial or other uses in the province, and, subject to the prior approval of the Lieutenant-Governor in Council, outside of the province.

(2) In addition to the objects referred to in subsection (1), the corporation may, in the province and elsewhere, engage in activities related to the exploration for, development, production, refining, marketing and transportation of, hydrocarbons and products from hydrocarbons.

(3) Notwithstanding subsections (1) and (2), the corporation may engage in those other activities that the Lieutenant-Governor in Council may approve.

1975 No3 s5; 2006 c26 s1

Board of directors

5. (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 10 persons.

(2) The directors shall be appointed by the Lieutenant-Governor in Council, shall hold office during pleasure only and are eligible for reappointment.

(3) Except where otherwise prescribed under this Act, the corporation may exercise its powers by a resolution of the board.

(4) The directors shall be paid the salary or other remuneration that the shareholders determine by a special resolution, and the salary or remuneration together with all reimbursable expenses shall be paid by the corporation out of its funds.

(5) Where a vacancy occurs on the board because of the death, illness, resignation, removal of a member, or for another reason, the Lieutenant-Governor in Council may appoint a person to fill the vacancy.

(6) Exercise of the powers of the corporation is not impaired because of a vacancy on the board.

(7) Until the board makes other provision under section 10, the lesser of 5 directors or 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.

1975 No3 s6; 1995 c37 s1

President and chairperson

6. (1) There shall be a president of the board and a chairperson of the board to be appointed by the Lieutenant-Governor in Council from among the directors.

(2) The president and the chairperson hold office for the period and under the terms and conditions that may be prescribed by the Lieutenant-Governor in Council or in an agreement made under section 8 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 shareholders by a special resolution, who shall, subject to the terms of appointment that may be established by the shareholders by a special resolution or in an agreement made under section 8, 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 chief executive officer of the corporation has the powers that may be conferred on him or her by the regulations.

(5) The same person may hold the offices of president, chairperson and chief executive officer simultaneously or may hold 2 of these offices simultaneously.

(6) During the incapacity or absence of the president or a vacancy in the office of president, another director designated by the Lieutenant-Governor in Council for the purpose has and may exercise the powers of the president and shall discharge his or her duties.

1975 No3 s7; 1977 c60 s1; 1995 c37 s2

Minutes

7. (1) The chairperson shall keep regular minutes of the meetings of the board.

(2) During the incapacity or absence of the chairperson, 1 of the other directors elected by the board for the purpose shall act as chairperson of the board.

1975 No3 s8

Service contract

8. (1) With the approval of the shareholders by a special resolution, the corporation may enter into an agreement with a person that provides for his or her appointment to the office of president, chairperson or chief executive officer of the corporation or all or 2 of those offices.

(2) An agreement under this section may prescribe the terms and conditions of appointment to the 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.

(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 or them accordingly; and

(b) does not, by reason only of the appointment to that office, become an employee of the province.

1977 c60 s2; 1995 c37 s3

Management of corporation

9. The board shall exercise the powers and discharge the duties of the corporation and administer and manage its business.

1975 No3 s10

By-laws

10. The board may make by-laws

(a) respecting the calling of meetings of the board;

(b) establishing a quorum of the board;

(c) respecting the conduct of business at meetings of the board and the establishment of committees of the board and the delegation of duties to those committees;

(d) respecting the duties and conduct of the directors and of the officers and employees of the board;

(e) respecting the affixing of the common seal of the corporation and the witnessing of its affixing;

(f) respecting the execution of a contract or instrument on behalf of the corporation;

(g) respecting the lithographing or mechanical reproduction of signatures on bonds, debentures, securities, or other evidence of indebtedness of the corporation or upon coupons and the mechanical reproduction of the common seal of the corporation on the bonds, debentures, securities, other evidence of indebtedness or coupons;

(h) respecting the management and use of any or all of its property by employees, invitees, licensees or permittees of the corporation and by another person; and

(i) generally, for the conduct and management of the affairs of the corporation.

1975 No3 s11; 1977 c60 s3; 1995 c37 s4

Affixing seal

11. Until the board makes other provision under section 10, the affixing of the common seal of the corporation shall be witnessed by at least 2 directors.

1975 No3 s12

Appointment of staff

12. (1) The board may appoint those officers, managers, engineers, accountants, other staff and employees and retain consultants, advisors and other professional persons that it considers necessary and may fix their remuneration and terms of service.

(2) A person who is appointed under this section does not, by reason only of the appointment, become an employee of the province.

1975 No3 s13; 1977 c60 s4

Future power demand forecasts

13. 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 prescribes provide to the corporation

(a) a forecast of his or her future power requirements from the corporation covering a period, as prescribed by the corporation, not in excess of 20 years; and

(b) a forecast of the power to be generated by him or her within the period prescribed under paragraph (a),

together with other information relating to power requirements and generation that the corporation may reasonably request.

1978 c77 s1

Rep. by 1995 c37 s5

14. [Rep. by 1995 c37 s5]

1995 c37 s5

Subsidiaries of corporation

15. (1) For the purpose of section 26, a company is considered to be a subsidiary of the corporation if

(a) it is controlled by

(i) the corporation,

(ii) the corporation and 1 or more companies, each of which is controlled by the corporation, or

(iii) 1 or more companies, each of which is controlled by the corporation; or

(b) it is a subsidiary of a company which is a subsidiary of the corporation.

(2) For the purposes of this section, a company shall be considered to be controlled by the corporation or 1 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.

1975 No3 s16; 2001 c42 s21

General powers

16. (1) The corporation may

(a) on behalf of the Crown enter into contracts or other agreements and acquire and dispose of and otherwise deal with real and personal property and all rights of all kinds in the name of the corporation;

(b) acquire, lease, establish, construct, maintain and operate works in a part of the province for the development and generation of power from water power, coal, peat, gas or oil or by another means and may transmit, make available for use, distribute, deliver, sell, supply and generally use for the purpose of the corporation the power and connect works constructed or installed for those purposes with other power works or systems;

(c) purchase power from a person and transmit, make available for use, distribute, deliver, sell, supply and generally use the power for the purposes of the corporation;

(d) contract with a person for the purchase of petroleum products, notwithstanding another Act;

(e) acquire by purchase, lease or otherwise, land, waters, water privileges, water powers, rights, easements, privileges, proprietary rights and works of every description which the corporation considers necessary, convenient or advisable to acquire for or incidental to the exercise of the powers and duties of the corporation;

(f) sell or otherwise dispose of its property, real or personal, of every nature and kind or an interest in it which is found by the corporation to be unnecessary for the purposes of the corporation, and grant an estate, term, easement, right or interest in, over or respecting the property;

(g) contract with a person for

(i) the supply, transmission and distribution of power to that person, and

(ii) the construction, maintenance and operation of works for or incidental to the generation, transmission and distribution of power on behalf of that person, to be done by the corporation or a person designated by the corporation to do the things referred to in this paragraph,

for the consideration that the corporation may prescribe;

(h) deposit money or securities with a bank, trustee, trust company, or other depositary in Canada or outside of Canada ;

(i) lend money to a subsidiary of the corporation;

(j) guarantee the repayment by a subsidiary of the corporation of money advanced to that subsidiary by a lender, together with the payment of interest on it and of all charges incurred in connection with it;

(k) guarantee the performance by a subsidiary of the corporation of an obligation of that subsidiary contracted by it with a person to perform, fulfil or observe a covenant, obligation or provision of an agreement, deed, bond, promissory note or other document or instrument;

(l) exercise and enjoy all of the privileges and immunities conferred on it by this Act and do all acts necessary or incidental to the attainment of the objects of the corporation referred to in section 4;

(m) carry on business incidental and subsidiary to the carrying out of the objects referred to in section 4 and necessary to enable the company profitably to carry out those objects; and

(n) generally, do all things which the corporation considers necessary, convenient or advisable for or incidental to the exercise of the powers and the discharge of the obligations of the corporation.

(2) The powers of the corporation include

(a) power to acquire, lease, construct, maintain, operate and use in the province and elsewhere land, works, plants, buildings, structures, machinery, equipment, devices, pole lines, conduits, pipe lines, tunnels and other property used or useful for carrying out the objects of the corporation;

(b) the powers that the Newfoundland and Labrador Power Commission had before July 16, 1974 and the powers that the Newfoundland and Labrador Power Corporation had before January 1, 1975 ;

(d) except as otherwise expressly provided in this Act, and, whether it has no members or less than 3 members, the powers of a corporation incorporated under theCorporations Act; and

(e) all other powers that are incidental or conducive to the attainment of the objects of the corporation.

(3) Except with the prior approval of the Lieutenant-Governor in Council, the corporation shall not organize or maintain a subsidiary of the corporation or purchase, sell, otherwise dispose of or deal in shares of a subsidiary of the corporation or of another company, and where the approval is given, the corporation may do the things referred to in this subsection only where it is expressly mentioned in and to the extent provided by the approval.

(4) Notwithstanding the Corporations Act, the status of the corporation or its capacity to carry on business shall not be affected nor shall it be rendered liable to be wound up, if no share capital is established for it or no shares are issued under section 25 of this Act, or, if share capital is established for it and shares are issued and there are less than 3 members, and not less than 90% of the issue and outstanding shares are held by or on behalf of the Crown, and where shares are issued and there are less than 3 members and not less than 90% of the issued and outstanding shares are held by or on behalf of the Crown, the corporation may continue to carry on business and the members of the corporation shall not incur the liability for the debts of the corporation prescribed in the Corporations Act.

1975 No3 s17; 1995 c37 s6

Accounting methods and rate stabilization plan

17. (1) The corporation shall

(a) adopt and maintain the depreciation and amortization policies of the corporation that have been recommended by the Board of Commissioners of Public Utilities and that are reflected in the audited financial statements of the corporation for the year ended December 31, 1994; and

(b) adopt and maintain the rate stabilization plan of the corporation on the basis reflected in the audited financial statements of the corporation for the year ended December 31, 1994 ,

until the Board of Commissioners of Public Utilities otherwise orders under thePublic Utilities Act.

(2) For all purposes of the Public Utilities Act, the rate base of the corporation shall include the property and assets of the corporation at their net book value but excludes investments in subsidiaries of the corporation.

(3) For all purposes of the Public Utilities Act , the expenses chargeable to operating account by the corporation shall include

(a) an amount equal to all liabilities of the corporation under the Hydro Pension Plan as assumed under the agreement referred to in paragraph 18(3)(a) to the extent not funded by the transfer of assets of the PSPP or by a debt or obligation of the Crown under the agreement referred to in paragraph 18(3)(a) and interest for the period from the date of proclamation of this section to the date on which amortization commences under paragraph (d);

(b) an amount equal to the difference between the amount at which an indebtedness of the corporation which is denominated in a foreign currency is shown in the audited financial statements of the corporation for the year ending December 31, 1994, and the cost to the corporation, in Canadian dollars, of foreign currencies purchased from time to time by the corporation and used by the corporation to repay all or part of such indebtedness; and

(c) all amounts paid by the corporation for nonutility generation totalling approximately 38 megawatts under agreements entered into with up to 4 persons that submitted proposals under the corporation's Request for Proposals 92195,

in each case, except in the case of paragraph (c), as amortized on a consistent basis and over the following periods:

(d) in the case of paragraph (a), 15 years commencing on the later of January 1, 1996 and the beginning of the year when the corporation's rates are first altered under the Public Utilities Act in which the amortization is included in rates at a rate hearing; and

(e) in the case of paragraph (b), 40 years commencing in the year when the corporation's rates are first altered under the Public Utilities Act in which the amortization is included in rates at a rate hearing.

(4) The expenses and amortization provided for in subsection (3) shall be considered to be reasonable and prudent and properly chargeable to operating account for all purposes of the Public Utilities Act , including subsection 80(2) of that Act.

(5) The rates, tolls and charges for, and the rules applicable to, each kind of service provided or supplied directly or indirectly to or for the public immediately prior to the coming into force of this section or a corporation by the corporation immediately prior to the coming into force of this section shall apply to the same kind of service so provided or supplied by the corporation until altered under the Public Utilities Act and, notwithstanding that Act, no alteration shall have retroactive effect on those rates, tolls or charges or increases, including by providing for refunds or credits to customers.

(6) The capital budget of the corporation for the period ending December 31, 1996 and any other construction work in progress as approved by the board of directors of the corporation, shall be considered to be approved by the Board of Commissioners of Public Utilities under section 41 of the Public Utilities Act , and for all other purposes of that Act, in respect of the corporation.

(7) Until such time as the Board of Commissioners of Public Utilities approves the rules and regulations which relate to the corporation's service under section 71 of the Public Utilities Act , a contract for the supply by the corporation of electricity is considered to provide that the corporation is not liable for damages in respect of any delay, interruption or other partial or complete failure in that supply where those damages are caused by something which is beyond the reasonable control of the corporation.

(8) Where there is a conflict between this section and the provisions of the Public Utilities Act , the provisions of this section shall prevail.

1995 c37 s7

Pensions

18. (1) In this section and subsection 17(3)

(a) "GMPP" means the Government Money Purchase Plan established under theGovernment Money Purchase Pension Plan Act;

(b) "Hydro Money Purchase Plan" means a registered defined contribution pension plan established and administered by the corporation and includes a plan in substitution of it;

(c) "Hydro Pension Plan" means a registered defined benefit pension plan established and administered by the corporation and includes a plan in substitution of it;

(d) "Pension Act" means the Public Service Pensions Act, 1991;

(e) "PSPP" means the Public Service Pension Plan established under the Pension Act;

(f) "transferred GMPP employees" means current employees who are members of the GMPP, and former employees of the corporation (other than persons who ceased to be employed by the corporation prior to retirement but continued to be entitled to accrue further benefits under the PSPP by virtue of subsequent employment with other than the corporation) who are receiving benefits or are entitled to deferred benefits from the GMPP, and spouses, dependants and other beneficiaries of those former employees; and

(g) "transferred PSPP employees" means current employees who are members of the PSPP and former employees of the corporation (other than persons who ceased to be employed by the corporation prior to retirement but continued to be entitled to accrue further benefits under the PSPP by virtue of subsequent employment with other than the corporation) who are receiving benefits or are entitled to deferred benefits from the PSPP, and spouses, dependants and other beneficiaries of those former employees.

(2) The corporation may, with the approval of the Minister of Finance, establish

(a) the Hydro Pension Plan and the Hydro Pension Plan, where established, shall accept the transfer of all benefits accrued to the date of proclamation of this section under the PSPP on behalf of transferred PSPP employees; and

(b) the Hydro Money Purchase Plan and the Hydro Money Purchase Plan shall, where established, accept the value of all assets accrued to the date of proclamation of this section under the GMPP on behalf of the transferred GMPP employees.

(3) The Minister of Finance may

(a) enter into an agreement with the corporation to provide for the transfer to and assumption by the Hydro Pension Plan of the assets and liabilities of the PSPP with respect to the transferred PSPP employees on those terms, as to funding of liabilities assumed by the Hydro Pension Plan, that the minister and the corporation may agree and upon the transfer, all liabilities with respect to pension benefits of the transferred PSPP employees shall be the liabilities of the corporation and the Hydro Pension Plan; and

(b) enter into an agreement with the corporation to provide for the transfer to the Hydro Money Purchase Plan of the assets of the GMPP with respect to the transferred GMPP employees on those terms that the minister and the corporation may agree and upon the transfer, all liabilities with respect to pension benefits of the transferred GMPP employees shall be the liabilities of the corporation and the Hydro Money Purchase Plan.

(4) The agreement entered into between the Minister of Finance and the corporation in accordance with paragraph (3)(a) may provide for an instrument of the Crown to fund in whole or in part liabilities assumed by the Hydro Pension Plan and the minister may pay out of the Consolidated Revenue Fund those amounts that are necessary to service or discharge the obligations of the Crown under that instrument.

(5) The instrument of the Crown described in subsection (4) is considered for all purposes of the Pension Benefits Act, the regulations under it and all other applicable requirements of law to be a permissible investment and to be valued on any date at its principal face value plus compound interest accrued to that date and after giving effect to all adjustments which had been made under the instrument prior to that date.

(6) An agreement entered into between the Minister of Finance and the corporation in accordance with paragraph (3)(a) may provide for a portion of the liability to be assumed by the Hydro Pension Plan to be funded over a period of time in excess of that permitted under the Pension Benefits Act and the regulations under it and, in that event, that longer funding period shall be considered to be permitted under the Pension Benefits Act and the regulations made under it.

(7) The requirements for acceptances, certificates, notices, consents or approvals in respect of the obligations and agreements described in this section including the consent and approval of the Superintendent of Pensions under the Pension Benefits Act , are waived.

(8) Where there is conflict between this section and the provisions of the Pension Benefits Act , the provisions of this section shall prevail.

1995 c37 s7

Labour Relations Act to apply

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

(2) All collective bargaining agreements and other agreements of the corporation with a trade union, council of trade unions, employee bargaining agent or affiliated bargaining agent shall continue in force as if made under the Labour Relations Act.

(3) A trade union, council of trade unions, employee bargaining agent or affiliated bargaining agent that is party to a collective bargaining agreement with the corporation under subsection (2) shall be considered to be certified for the purpose of the Labour Relations Act.

(4) Section 11.1 of the Public Sector Restraint Act, 1992 applies to the corporation and its employees.

(5) For the purpose of section 22 of the Electrical Power Control Act, 1994, the Order of the Labour Relations Board under the Public Service Collective Bargaining Act dealing with essential employees of the corporation dated August 23, 1989 which bound the corporation and Local 1615 of the International Brotherhood of Electrical Workers shall be considered to be an order of the public utilities board under section 22 in respect of the corporation, and that order may be amended by the public utilities board as if it were an order made by it.

1995 c37 s7

Rep. by 1995 c37 s7

20. [Rep. by 1995 c37 s7]

1995 c37 s7

Rep. by 1995 c37 s7

21. [Rep. by 1995 c37 s7]

1995 c37 s7

Rep. by 1995 c37 s8

22. [Rep. by 1995 c37 s8]

1995 c37 s8

Rep. by 1995 c37 s8

23. [Rep. by 1995 c37 s8]

1995 c37 s8

Application of statutes

24. Notwithstanding that the corporation is an agent of the Crown

(a) theMechanics' Lien Act applies in respect of the corporation and all property to which title is vested in the name of the corporation; and

(b) theWorkers' Compensation Act applies in respect of the corporation and its employees.

1977 c60 s5; 1979 c51 s21

Application of Water Resources Act

24.1 This Act is subject to the Water Resources Act .

2002 cW-4.01 s100

Share capital

25. (1) The shareholders by special resolution may establish authorized share capital for the corporation in the amounts and consisting of those common shares, with or without par value, and the preferred shares with the rights, restrictions, redemption privileges, conditions or limitations, that the shareholders may consider desirable.

(2) Notwithstanding anything to the contrary contained in the Corporations Act or another Act or law, the corporation may purchase its shares and may cancel shares owned by it.

1975 No3 s24; 1995 c37 s9

Rep. by 1995 c37 s10

26. [Rep. by 1995 c37 s10]

1995 c37 s10

Borrowing power

27. (1) Subject to the prior approval of the Lieutenant-Governor in Council, the corporation may

(a) borrow money for its purposes, including the installation and maintenance of a system for the development, generation, production, transmission, distribution, delivery, supply, sale or use of power; and

(b) to secure the repayment of money borrowed

(i) issue bonds, debentures, or other securities of the corporation,

(ii) execute and deliver mortgages, assignments, conveyances, charges or other encumbrances of and over property of every nature and kind, both present and future, title to which is vested in the corporation, and

(iii) enter into, execute and deliver a trust deed, trust indenture or an agreement with a lender, a trustee acting for the holders of bonds and debentures or other person,

and the money may be borrowed at the rate of interest and upon the terms and conditions, and the instruments and 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.

1975 No3 s26; 1998 c6 s14

Guarantee of loans

28. 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, interest, including interest on overdue interest, premium and sinking fund payments, loans authorized under section 27 to be raised by the corporation, and the loan may be raised by bonds, debenture, or other securities to be issued by the corporation

(a) in a principal amount not exceeding the amount;

(b) at a rate of interest;

(d) with provision for redemption at the time,

that may be approved by the Lieutenant-Governor in Council, or, where the authority to do so is delegated to the Minister of Finance by the Lieutenant-Governor in Council, the Minister of Finance, and the bonds, debentures or other securities may be issued or sold in the numbers and amounts, at the times, at the prices, and upon the terms that the Lieutenant-Governor in Council or the minister may approve.

1998 c6 s14

Manner and form of guarantee

29. Notwithstanding the Financial Administration Act or another Act or law, when a guarantee is given under section 28 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.

1975 No3 s28; 1997 c13 s32

Guarantee of payment

30. Where the payment of an interest, premium or 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.

1975 No3 s29

Guarantee repayment

31. The power conferred by section 28 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.

1975 No3 s30

Rep. by 1996 cR10.1 s36

32. [Rep. by 1996 cR10.1 s36]

1996 cR-10.1 s36

Short-term loans

33. (1) The corporation may, for its purposes, raise short-term loans

(a) in the manner and form;

(b) in the amounts;

(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.

1975 No3 s31; 1977 c60 s6

Agreements

34. 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.

1975 No3 s32

Performance guarantee

35. Subject to the prior approval of the Lieutenant-Governor in Council, the Minister of Finance acting on behalf of the Crown may guarantee the performance by the corporation of an obligation of the corporation contracted by it with a person

(a) to pay money or an instalment; or

(b) to perform, fulfil or observe a covenant, obligation or provision of an agreement, deed, bond, promissory note or other document or instrument.

1975 No3 s33

Loans by government

36. Notwithstanding anything to the contrary contained in theFinancial 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 rate of interest and on the terms and conditions that may be approved by the Lieutenant-Governor in Council.

1975 No3 s34

Performance under guarantee

37. 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 of the province 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.

1975 No3 s35

Total amount of loan

38. (1) The total of money to be raised after July 8, 1988 by the corporation by loans shall not exceed $600,000,000 in Canadian currency or its equivalent in the currency of another country.

(2) The total of all loans to the corporation to be guaranteed after July 8, 1988 by or on behalf of the Crown shall not exceed $600,000,000 in Canadian currency or its equivalent in the currency of another country.

(3) For the avoidance of doubt, it is declared that in calculating the maximum amount of money raised by way of loans by the corporation and of guarantees given under this Act, no account shall be taken of amounts raised by way of loan that have been repaid or of a part of the proceeds of a loan to be raised for, or that has been spent on, the repayment, refinancing, refunding, redemption, retirement or purchase of the whole or a part of loans or securities of the corporation.

1978 c77 s1; 1981 c62 s1; 1982 c12 s1; 1988 c19 s1

Financial year

39. The financial year of the corporation shall be the calendar year.

1975 No3 s36

Capital and operating

40. (1) 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.

(2) [Rep. by 1995 c37 s11]

1977 c60 s7; 1995 c37 s11

Financial statement

41. (1) The board shall, not later than April 30 in each year, prepare and submit to the minister a report containing

(a) a financial statement setting out the assets and liabilities of the corporation as at the end of the immediately preceding financial year and the results of its operations for that financial year; and

(b) a report by the board giving an account of the activities of the corporation during the financial year and setting out other matters that may appear to it to be of public interest in relation to the affairs or activities of the corporation,

and the statement and report shall be laid before the Legislature within 15 days after they are submitted to the minister, if the Legislature is then in session, or, if it is not in session, then, within 15 days after the beginning of the next session.

(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 referred to in subsection (5).

(3) The annual financial statement of the corporation shall be audited by a firm of auditors.

(4) The remuneration of the auditors referred to in subsection (3) shall be fixed annually by the board and shall be paid by the corporation out of its funds.

(5) The report of the auditors shall be sent to the minister with each annual report of the corporation referred to in subsection (1), and it shall state whether the financial statements present fairly the financial position of the corporation and the results of its operations for the period under review and whether the financial statements were prepared in accordance with generally accepted accounting principles applied on a basis consistent with that of the preceding period.

(6) The Lieutenant-Governor in Council may, by order, designate or appoint other auditors for carrying out the specific audit of the corporation's accounts and business that he or she may specify in the order, and the auditor general may conduct the additional examination and investigation of the records and operations of the corporation that he or she considers necessary.

(7) For the purposes of an audit, examination or investigation conducted under subsection (6), the person designated or appointed by the Lieutenant-Governor in Council, or the auditor general, may request and shall be supplied by the board with all books, vouchers, records, schedules, working papers and other documentation which he or she considers necessary.

1975 No3 s38; 1995 c37 s12

Fund established

42. (1) The corporation shall establish a fund to be known as the Newfoundland and Labrador Hydro-electric Corporation Fund 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 Newfoundland and Labrador Hydro-electric Corporation Fund, and the corporation shall have full authority to administer the money so deposited for the purposes and objects of this Act.

(3) Nothing in subsection (2) shall be taken to prevent the corporation from exercising the power to deal with money in the manner prescribed in paragraph 16(1)(h).

1975 No3 s39

Financial provisions to have full effect

43. Notwithstanding the Financial Administration Act or another Act or law, paragraph 16(1)(h) and section 42 of this Act shall have full effect.

1975 No3 s40

Actions

44. (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) [Rep. by 1995 c37 s13]

(4) An action or other proceeding under subsection (2) shall not be started against the corporation after the expiration of 2 years from the time when the cause of action arose or from the time of the event giving rise to the proceeding.

(5) This section has effect, notwithstanding anything to the contrary contained in theProceedings Against the Crown Act or another Act or law.

(6) [Rep. by 1995 c37 s13; 1995 cL16.1 s29]

1975 No3 s41; 1995 c37 s13; 1995 cL-16.1 s29; 1997 c13 s31

Rep. by 1995 c37 s13

45. [Rep. by 1995 c37 s13]

1995 c37 s13

Rep. by 1995 c37 s13

46. [Rep. by 1995 c37 s13]

1995 c37 s13

Limitation of actions

47. (1) An action shall not be brought against a person in respect of anything done under section 45 or 46 after the expiration of 1 year beginning on the date when the cause of action arose.

(2) An action shall not be brought against a person in respect of anything done under section 45 or 46 unless written notice in writing of the claim has been served upon or sent by registered mail to the person within 90 days after the cause of action arose.

1997 c13 s31

Rep. by 1995 c37 s13

48. [Rep. by 1995 c37 s13]

1995 c37 s13

Rep. by 1995 c37 s13

49. [Rep. by 1995 c37 s13]

1995 c37 s13

Rep. by 1995 c37 s13

50. [Rep. by 1995 c37 s13]

1995 c37 s13

Assets and liabilities of PDD

51. (1) Title to all the property and assets of the Board of Trustees of the Power Distribution District of Newfoundland and Labrador is vested in the corporation.

(2) The corporation is charged with and assumes all of the obligations and liabilities of the Board of Trustees of the Power Distribution District of Newfoundland and Labrador .

1989 c40 s19

Offences

52. (1) A person who

(a) contravenes this Act or the regulations or an order under this Act or the regulations; or

(b) interferes with or obstructs an inspector or other person in the discharge of his or her duties under this Act or the regulations or under an order made under this Act or the regulations

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.

1975 No3 s48