SNL2019 CHAPTER O-6.1 - OIL AND GAS CORPORATION ACT

Be it enacted by the Lieutenant-Governor and House of Assembly in Legislative Session convened, as follows:

Short title

1. This Act may be cited as the Oil and Gas Corporation Act.

2019 cO-6.1 s1

Definitions

2. In this Act

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

(b) "chairperson" means the person appointed under subsection 12(1);

(d) "commercially sensitive information" means information relating to the business affairs or activities of the corporation or a subsidiary, or of a third party provided to the corporation or the subsidiary by the third party, and includes

(i) scientific or technical information, including trade secrets, industrial secrets, technological processes, technical solutions, manufacturing processes, operating processes and logistics methods,

(ii) strategic business planning information,

(iii) financial or commercial information, including financial statements, details respecting revenues, costs and commercial agreements and arrangements respecting individual business activities, investments, operations or projects and from which such information may reasonably be derived,

(iv) information respecting positions, plans, procedures, criteria or instructions developed for the purpose of contractual or other negotiations by or on behalf of the corporation, a subsidiary or a third party, or considerations that relate to those negotiations, whether the negotiations are continuing or have been concluded or terminated,

(v) financial, commercial, scientific or technical information of a third party provided to the corporation or a subsidiary in confidence,

(vi) information respecting legal arrangements or agreements, including copies of the agreements or arrangements, which relate to the nature or structure of partnerships, joint ventures, or other joint business investments or activities,

(vii) economic and financial models used for strategic decision making, including the information used as inputs into those models, and

(viii) commercial information of a kind similar to that referred to in subparagraphs (i) to (vii),

but does not include information relating to an independent contractor's

(ix) name,

(x) position or function with the corporation,

(xi) remuneration, and

(xii) payments received from the corporation;

(e) "corporation" means the corporation established under section 3;

(f) "court" means, unless the context indicates otherwise, the Supreme Court;

(g) "directive" means a directive issued under section 8;

(h) "director" means, unless the context indicates otherwise, a director of the board;

(i) "independent contractor" means a person retained under a contract to perform services for the corporation;

(j) "independent director" means a person who is not

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

(ii) an employee or officer of the corporation, another subsidiary or the Crown;

(k) "intergovernmental agreement" means intergovernmental agreement as defined in the Intergovernmental Affairs Act ;

(l) "land" means real property of every kind, and includes tenements, hereditaments, and appurtenances, leaseholds, and an estate, term, easement, right or interest in, to, over, under or affecting land, including rights-of-way, and waters, water rights, water powers and water privileges;

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

(n) "objects" means, unless the context indicates otherwise, the objects of the corporation set out in subsection 7(1);

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

(p) "public body" means a public body as defined in the Access to Information and Protection of Privacy Act, 2015 ;

(q) "record" means a record as defined in the Access to Information and Protection of Privacy Act, 2015 ;

(r) "sovereign government" means sovereign government as defined in the Intergovernmental Affairs Act ;

(s) "subsidiary" means, unless the context indicates otherwise, a subsidiary of the corporation; and

(t) "works" means all land, property, buildings, plants, machinery, installations, materials, devices, fittings, apparatus, appliances and equipment made, established or acquired or utilized, or useful for the exercise of the powers of the corporation and the attainment of its objects.

2019 cO-6.1 s2

Corporation established

3. (1) There is established an oil and gas corporation for the province.

(2) The name of the corporation shall be determined by the Lieutenant-Governor in Council.

(3) The corporation is considered to have issued and outstanding shares which are vested in the Crown.

(4) The provisions of this Act constitute the articles of the corporation.

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

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

(7) Property of the corporation is not property of the Crown.

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

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

2019 cO-6.1 s3

Shareholder immunity

4. The Crown is not liable for a liability, act or default of the corporation or a subsidiary except where a directive is issued.

2019 cO-6.1 s4

Corporations Act

5. (1) The Corporations Act applies to the corporation.

(2) Where there is a conflict between a provision of this Act and the Corporations Act , this Act prevails.

2019 cO-6.1 s5

Corporate capacity

6. (1) The corporation has the capacity, and the rights, powers and privileges of a natural person.

(2) The corporation has the capacity to carry on its business, conduct its affairs and exercise its powers in another jurisdiction to the extent that the laws of that jurisdiction permit.

(3) It is not necessary for a by-law to be passed in order to confer a particular power on the corporation or its directors.

2019 cO-6.1 s6

Objects

7. (1) The corporation is responsible for investing in, engaging in and carrying out the following activities in the province and elsewhere, in accordance with the priorities of the government of the province:

(a) the exploration for, development, production, refining, marketing and transportation of hydrocarbons and products from hydrocarbons; and

(b) research and development.

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

2019 cO-6.1 s7

Directives

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

(a) the management of the business and affairs of the corporation and its subsidiaries; and

(b) another matter that the Lieutenant-Governor in Council determines necessary.

(2) The board shall comply with a directive.

(3) To the extent that a directive restricts the powers of the board to manage the business and affairs of the corporation, the directors are thereby relieved of their duties and obligations.

2019 cO-6.1 s8

General powers

9. (1) The corporation may

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

(b) acquire, lease, establish, construct, maintain and operate works in a part of the province or elsewhere in connection with the attainment of its objects;

(d) acquire by purchase, lease or otherwise, property, both real and personal, and water privileges, water powers, rights, easements, privileges, proprietary rights, interests, and works of every description which the corporation considers necessary, convenient or advisable to acquire for or incidental to the exercise of the powers and duties of the corporation and the attainment of its objects;

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

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

(g) lend money to or invest in a subsidiary;

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

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

(j) exercise and enjoy all of the privileges and immunities conferred on it by this Act and do all acts necessary or incidental to the attainment of its objects;

(k) carry on business incidental and related to the carrying out of the objects and necessary to enable the corporation to profitably carry out those objects; and

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

(2) The powers of the corporation include

(a) the power to acquire, lease, construct, maintain, operate and use in the province and elsewhere works, structures, devices, pipelines, tunnels and other property used or useful for carrying out the objects;

(b) the powers conferred on the corporation under this Act; and

2019 cO-6.1 s9

Board of directors

10. (1) For the exercise and discharge of the powers and duties of the corporation, there shall be a board of directors consisting of not less than 7 and not more than 11 persons.

(2) The directors shall be appointed by the Lieutenant-Governor in Council.

(3) The board of directors shall be composed of at least the following number of independent directors:

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

(b) where the board has 9 or 10 directors, 4 independent directors; and

(4) In addition to the directors appointed under subsection (2), the Lieutenant-Governor in Council may appoint a representative of government to be a non-voting member of the board.

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

(6) The directors shall not be paid a salary but may be paid, in accordance with the guidelines established by the Lieutenant-Governor in Council,

(a) amounts for travel and other expenses incurred in the work of the board; and

(b) other remuneration.

(7) The amounts referred to in subsection (6) shall be paid from the fund established under section 41.

(8) Until the board makes a by-law under section 16, a majority of the directors who then hold office constitutes a quorum of the board.

(9) Notwithstanding subsections (1) to (3), the Lieutenant-Governor in Council may appoint an interim board of directors who shall have the powers, duties and functions of the board under this Act until the directors are appointed under subsection (2).

2019 cO-6.1 s10

Term of office

11. (1) A director shall be appointed for a term of up to 5 years from the date his or her appointment becomes effective.

(2) Where the term of a director expires, he or she continues to be a director until reappointed or replaced.

(3) A director whose term of office has expired is eligible for reappointment.

(4) A director shall not serve as a director for a continuous period longer than 10 years.

(5) A director may resign the office of director by written notice to the Lieutenant-Governor in Council.

(6) The Lieutenant-Governor in Council may remove a director from office before the term of office of that director expires.

(7) Where the Lieutenant-Governor in Council removes a director under subsection (6), the director does not have a cause of action against the Crown nor a right to compensation as a result of the removal.

(8) A director stops holding office when the director

(a) dies or resigns;

(b) is removed from office in accordance with subsection (6); or

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

(10) The exercise of the powers of the corporation is not impaired because of a vacancy on the board.

(11) All acts done by the board or by a director shall, notwithstanding that it is afterwards discovered that there was a defect in the appointment or qualification of a person purporting to be a director, be as valid as if that defect had not existed.

2019 cO-6.1 s11

Chairperson and CEO

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

(2) The chairperson holds office for the period and under the terms and conditions that may be prescribed by the Lieutenant-Governor in Council or in an agreement made under section 15, and shall vacate the 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 15 and, subject to the directions of the board, be charged with the general direction, supervision and control of the business of the board and the corporation.

(4) The same person may not hold the offices of chairperson and chief executive officer simultaneously.

(5) During the absence or incapacity of the chairperson, one of the other directors, other than the chief executive officer, where the chief executive officer is a director, elected by the board for the purpose shall act as chairperson of the board.

(6) During the absence or incapacity of the chief executive officer, the board may appoint an acting chief executive officer who shall perform the duties of the chief executive officer until his or her return or resumption of duties or until a new chief executive officer is appointed.

(7) Where the chief executive officer is a director, he or she shall not be entitled to vote.

(8) Notwithstanding subsection (1), the Lieutenant-Governor in Council may appoint an interim chairperson who shall have the powers, duties and functions of the chairperson under this Act until the chairperson is appointed under subsection (1).

2019 cO-6.1 s12

Duty to manage

13. Subject to a directive, the directors shall

(a) exercise the powers of the corporation directly or indirectly through the employees and agents of the corporation; and

(b) direct the management of the business and affairs of the corporation.

2019 cO-6.1 s13

Minutes

14. The chairperson shall ensure that regular minutes are kept of the meetings of the board.

2019 cO-6.1 s14

Service agreement

15. (1) With the approval of the Lieutenant-Governor in Council, the corporation may enter into an agreement with a person that provides for his or her appointment to the office of chairperson or chief executive officer of the corporation.

(2) An agreement under this section shall not be amended or terminated without the approval of the Lieutenant-Governor in Council.

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

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

(a) holds that office in accordance with the agreement and shall vacate it accordingly; and

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

2019 cO-6.1 s15

By-laws

16. The board may make by-laws

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

(b) establishing a quorum of the board;

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

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

(e) respecting the common seal of the corporation and the use of it;

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

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

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

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

2019 cO-6.1 s16

Corporate seal

17. (1) Until the board makes a by-law under section 16 , the affixing of the common seal of the corporation shall be witnessed by at least 2 directors.

(2) An instrument or agreement executed on behalf of the corporation by a director, an officer or an agent of the corporation is not invalid merely because a corporate seal is not placed on it.

2019 cO-6.1 s17

Appointment of staff

18. (1) The board may appoint those officers, managers, other staff and employees that it considers necessary.

(2) The terms of service and remuneration of a person who is appointed under subsection (1) shall be set in accordance with the policies and guidelines established by Treasury Board.

(3) A person who is appointed under subsection (1) does not, by reason only of the appointment, become an employee of the Crown.

(4) This section applies, with the necessary changes, to a subsidiary.

2019 cO-6.1 s18

Duties of directors and officers

19. (1) A director and officer of the corporation in exercising his or her powers and discharging his or her duties shall

(a) act honestly and in good faith with a view to the best interests of the corporation; and

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

(2) A director and officer of the corporation shall comply with this Act, the by-laws and a directive.

(3) A provision in a contract, the by-laws or a resolution does not relieve a director or officer from the duty to act in accordance with this Act or relieve the director or officer from liability for a breach of this Act, unless otherwise provided in this Act.

2019 cO-6.1 s19

Meetings

20. (1) The board may conduct its meetings in person, by video conference, by teleconference or by other telecommunication device so long as, at a meeting, all participants may communicate simultaneously and instantaneously.

(2) A director participating in a meeting by videoconference, teleconference or other telecommunication device shall be counted as a director present at the meeting for the purpose of establishing a quorum.

2019 cO-6.1 s20

Subsidiaries of corporation

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

(a) it is controlled by

(i) the corporation,

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

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

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

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

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

(4) The objects of a subsidiary shall be some or all of the objects of the corporation.

(5) A subsidiary shall not engage in an activity that, were it to be undertaken by the corporation, would require the prior approval of the Lieutenant-Governor in Council, including the creation of a subsidiary, without the prior approval of the corporation.

(6) The provisions of this Act, with the necessary changes, shall be considered to form the articles of incorporation, or a part of them, of a subsidiary.

(7) A subsidiary is not an agent of the Crown unless it is designated as an agent by the Lieutenant-Governor in Council when the Lieutenant-Governor in Council gives its approval of the incorporation of the subsidiary under subsection (3).

(8) Where a subsidiary is not designated as an agent of the Crown under subsection (7),

(a) the property of the subsidiary is not the property of the Crown or an agent of the Crown;

(b) the debts and obligations of the subsidiary are not the debts and obligations of the Crown or an agent of the Crown;

(c) the subsidiary shall be incorporated under the Corporations Act unless the approval provided under subsection (3) permits incorporation under the laws of another jurisdiction;

(d) the board of directors of the subsidiary shall be composed of not less than 5 and not more than 7 directors;

(e) the board of directors of the subsidiary shall be composed of at least the following number of independent directors:

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

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

(f) the chief executive officer of the subsidiary shall be appointed by the board of directors of the subsidiary.

2019 cO-6.1 s21

Intergovernmental agreements

22. (1) An agreement between the corporation or a subsidiary and an agent of the Crown in right of Canada , or of the Crown in right of another province or of another sovereign government is not an intergovernmental agreement where the agreement solely relates to the objects.

(2) An intergovernmental agreement entered into by the corporation or a subsidiary before the coming into force of this section is considered binding on the corporation or a subsidiary notwithstanding the agreement may not have been signed by the minister responsible for intergovernmental affairs or his or her designate as required by section 7 of the Intergovernmental Affairs Act .

2019 cO-6.1 s22

Records of commercially sensitive information

23. (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

(i) harm the competitive position of,

(ii) interfere with the negotiating position of, or

(iii) result in financial loss or harm to

the corporation, the subsidiary or the third party; or

(d) that information similar to the information requested to be disclosed

(i) is treated consistently in a confidential manner by the third party, or

(ii) is customarily not provided to competitors by the corporation, the subsidiary or the third party.

(2) Where an applicant is denied access to information under subsection (1) and a request to review that decision is made to the commissioner under section 42 of the Access to Information and Protection of Privacy Act, 2015 , the commissioner shall, where he or she determines that the information is commercially sensitive information,

(a) on receipt of the chief executive officer's certification that he or she has refused to disclose the information for the reasons set out in subsection (1); and

(b) confirmation of the chief executive officer's decision by the board of directors of the corporation or subsidiary,

uphold the decision of the chief executive officer or head of another public body not to disclose the information.

(3) Where a person appeals,

(a) under subsections 52 (1) and (2), subsections 53 (1) and (2) or section 54 of the Access to Information and Protection of Privacy Act, 2015 , from a decision under subsection (1); or

(b) under subsections 52 (1) and (2), subsections 53 (1) and (2) or section 54 of the Access to Information and Protection of Privacy Act, 2015, from a refusal by a chief executive officer under subsection (1) to disclose information,

paragraph 59 (3)(a) and section 60 of that Act apply to that appeal as if Part II, Division 2 included the grounds for the refusal to disclose the information set out in subsection (1) of this Act.

(4) Paragraph 102 (3)(a) of the Access to Information and Protection of Privacy Act, 2015 applies to information referred to in subsection (1) of this section as if the information was information that a head of a public body is authorized or required to refuse to disclose under Part II, Division 2.

(5) Notwithstanding section 21 of the Auditor General Act, 2021 , a person to whom that section applies shall not disclose, directly or indirectly, commercially sensitive information that comes to his or her knowledge in the course of his or her employment or duties under that Act and shall not communicate those matters to another person, including in a report required under that Act or another Act, without the prior written consent of the chief executive officer of the corporation or subsidiary from which the information was obtained.

(6) Where the auditor general prepares a report which contains information respecting the corporation or a subsidiary, or respecting a third party that was provided to the corporation or subsidiary by the third party, a draft of the report shall be provided to the chief executive officer of the corporation or subsidiary, and he or she shall have reasonable time to inform the auditor general whether or not in his or her opinion the draft contains commercially sensitive information.

(7) In the case of a disagreement between the auditor general and a chief executive officer respecting whether information in a draft report is commercially sensitive information, the auditor general shall remove the information from the report and include that information in a separate report which shall be provided to the Lieutenant-Governor in Council in confidence as if it were a report to which section 24 applied.

(8) Notwithstanding the Citizens' Representative Act , the corporation, a subsidiary, another public body, or an officer, member or employee of one of them is not required to provide commercially sensitive information, in any form, to the citizens' representative in the context of an investigation of a complaint under that Act.

2019 cO-6.1 s23; 2021 cA-22.1 s48

Report of auditor general

24. (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

the auditor general becomes aware of an improper retention or misappropriation of funds by a director, officer, employee or agent of the corporation or a subsidiary, or of another activity that may constitute an offence under the Criminal Code or an Act of the province or of Canada, the auditor general shall, where the report includes commercially sensitive information, notwithstanding the Auditor General Act , provide the report to the Lieutenant-Governor in Council in confidence.

(2) In addition to the report required under subsection (1), the auditor general shall immediately provide a report to the House of Assembly that includes a general description, excluding commercially sensitive information, of the activity that is the subject of the report under subsection (1) and the dates on which those activities were reported to the Lieutenant-Governor in Council.

(3) Section 19.1 of the House of Assembly Act applies to a report under subsection (2) as if it were a report of an officer of the House of Assembly.

2019 cO-6.1 s24

Financial year

25. The financial year of the corporation and its subsidiaries shall be the calendar year.

2019 cO-6.1 s25

Budget

26. (1) The corporation shall, not later than September 30 of each year, provide to the minister a budget containing the estimated capital and operating expenses of the corporation and its subsidiaries for its next succeeding financial year.

(2) In addition to the budget referred to in subsection (1), the corporation shall, not later than September 30 of each year, provide to the minister multi-year forecasts in the form and manner set by the Minister of Finance.

2019 cO-6.1 s26

Annual report

27. (1) The corporation shall, each year, no later than April 30, prepare and submit to the minister a report on the activities of the corporation and its subsidiaries in the previous fiscal year containing

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

(b) a report by the board giving an account of the activities of the corporation during the immediately preceding financial year and setting out other matters that may appear to it to be of a public interest in relation to the affairs or the activities of the corporation, but the report shall not be required to include commercially sensitive information; and

(c) a report of each subsidiary giving an account of its activities during the immediately preceding financial year and including information that may appear to it to be of a public interest in relation to the affairs or the activities of the corporation, but the report shall not be required to include commercially sensitive information.

(2) The report required under subsection (1) shall be made public by the minister by

(a) presenting the report to the House of Assembly; and

(b) other effective means, including electronically.

(3) Section 19.1 of the House of Assembly Act applies to a report required under subsection (1) as if the report were a report of an officer of the House of Assembly.

(4) The report required under subsection (1) shall satisfy the requirements of a report required under section 9 of the Transparency and Accountability Act .

2019 cO-6.1 s27

Request for documents

28. Where requested by the minister, the corporation or a subsidiary shall provide the minister with the records, reports and other documents he or she specifies in the request except for financial, commercial, scientific or technical information of a third party provided to the corporation or a subsidiary in confidence.

2019 cO-6.1 s28

Audit and financial statement

29. (1) The board shall annually appoint an auditor who shall annually audit the financial statement of the corporation.

(2) The financial statement referred to in subsection (1) shall be signed by 2 directors and shall have attached to it the auditor's report.

(3) The remuneration of the auditors referred to in subsection (1) shall be fixed annually by the board and shall be paid by the corporation out of its funds.

(4) The report of the auditors shall state whether the financial statement presents fairly the financial position of the corporation and the results of its operations for the period under review and whether the financial statement was prepared in accordance with generally accepted accounting principles applied on a basis consistent with that of the preceding period.

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

(6) For the purposes of an audit, examination or investigation conducted under subsection (5), the person designated or appointed by the Lieutenant-Governor in Council, or the auditor general, may request and shall be supplied by the board with all books, vouchers, records, schedules, working papers and other documentation which he or she considers necessary.

(7) This section applies, with the necessary changes, to a subsidiary.

(8) Subsection 23(5) and section 24 apply to an audit conducted under this section by an auditor who is not the auditor general as if he or she were the auditor general.

2019 cO-6.1 s29

Audit committee

30. (1) The corporation may appoint an audit committee composed of not less than 3 directors of the corporation, a majority of whom are not officers or employees of the corporation or a subsidiary.

(2) In addition to the persons appointed under subsection (1), the minister may appoint at least one representative from the department of Finance to the audit committee.

(3) An audit committee shall review the financial statement of the corporation before the financial statement is signed under subsection 29(2).

(4) The auditor of the corporation is entitled to receive notice of meetings of the audit committee and, at the expense of the corporation, to attend and be heard at the meetings and, where requested by a member of the audit committee, shall attend meetings of the committee held during the term of office of the auditor.

(5) The auditor of the corporation or a member of the audit committee may call a meeting of the committee.

2019 cO-6.1 s30

Errors in financial statement

31. (1) A director or officer of the corporation shall immediately notify the audit committee and the auditor of an error or misstatement of which the director or officer of the corporation becomes aware in a financial statement that the auditor or a former auditor has reported upon.

(2) Where the auditor or former auditor of the corporation is notified or becomes aware of an error or misstatement in a financial statement upon which the auditor or former auditor has reported, and where in his or her opinion the error or misstatement is material, the auditor or former auditor shall inform each director accordingly.

(3) Where, under subsection (2), the auditor or former auditor informs the directors, or where the directors otherwise have knowledge of an error or misstatement in a financial statement, the directors shall

(a) prepare and issue a revised financial statement;

(b) inform the minister and submit the revised financial statement to the minister; and

2019 cO-6.1 s31

Borrowing power

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

(a) borrow money for purposes related to the attainment of its objects; and

(b) to secure the repayment of money borrowed

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

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

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

and the money may be borrowed at the rate 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.

2019 cO-6.1 s32

Guarantee of loans

33. Subject to the prior approval of the Lieutenant-Governor in Council, the Minister of Finance acting for and on behalf of the Crown may unconditionally guarantee both as to principal and interest, including interest on overdue interest, premium and sinking fund payments, loans authorized under section 32 to be raised by the corporation or a subsidiary, and the loan may be raised by bonds, debentures, or other securities to be issued by the corporation or a subsidiary

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

(b) at a rate of interest;

(d) with provision for redemption at the time,

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

2019 cO-6.1 s33

Manner and form of guarantee

34. Notwithstanding the Financial Administration Act or another Act or law, when a guarantee is given under section 33 of this Act, it shall be given in the manner and form that the Lieutenant-Governor in Council approves, and the form of guarantee shall be signed on behalf of the province by the Minister of Finance, his or her deputy minister or another minister whom the Lieutenant-Governor in Council may designate, and that signature may be engraved, lithographed or otherwise mechanically reproduced on the bonds, debentures or other securities in respect of which the guarantee is given.

2019 cO-6.1 s34

Guarantee of payment

35. Where the payment of interest or a premium or a sinking fund payment has been guaranteed under this Act, the Crown may incur liability in excess of the principal amount of the loan to be raised by way of bonds, debentures, or other securities, to the extent of the guarantee of the interest, premium and sinking fund payment.

2019 cO-6.1 s35

Guarantee of repayment

36. The power conferred by section 33 to guarantee the repayment of bonds, debentures or other securities includes the power to guarantee the repayment of part of the bonds, debentures or other securities.

2019 cO-6.1 s36

Short-term loans

37. (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.

2019 cO-6.1 s37

Agreements

38. The Minister of Finance, acting on behalf of the Crown, may enter into, execute and deliver a trust deed, trust indenture or an agreement with the corporation, a lender, a trustee acting for the holders of bonds, debentures or other securities of the corporation or other person or company setting out the terms and conditions of a guarantee of a loan to be made under this Act.

2019 cO-6.1 s38

Performance guarantee

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

(a) to pay money or an instalment; or

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

2019 cO-6.1 s39

Performance under guarantee

40. A payment or advance that the Crown may approve in the exercise of a power conferred by this Act or be required to make under this Act shall be paid by the Minister of Finance out of the Consolidated Revenue Fund or, where the payment is to be made in performance of a guarantee, it may be paid out of funds provided in the manner prescribed in section 55 of the Financial Administration Act .

2019 cO-6.1 s40

Fund established

41. (1) The corporation shall establish a fund in the name of the corporation which shall be separate and distinct from the Consolidated Revenue Fund.

(2) All money and revenues of the corporation, including the proceeds of loans raised by the corporation, when they come into the hands of the corporation, shall be deposited to the credit of the fund referred to in subsection (1) and the corporation shall have full authority to administer the money so deposited for the purposes and objects of this Act.

2019 cO-6.1 s41

Financial provisions to have full effect

42. Notwithstanding the Financial Administration Act or another Act or law, paragraph 9(1)(f) and section 41 of this Act shall have full effect.

2019 cO-6.1 s42

Dividends

43. The corporation shall pay dividends as determined by the Lieutenant-Governor in Council.

2019 cO-6.1 s43

Application of Acts

44. (1) The Labour Relations Act applies to the corporation and its subsidiaries.

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

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

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

(5) The Mechanics' Lien Act applies in respect of the corporation, a subsidiary and all property to which title is vested in the name of the corporation or a subsidiary.

(6) The Workplace Health, Safety and Compensation Act, 2022 applies in respect of the corporation, a subsidiary and its employees.

2019 cO-6.1 s44; 2022 cW-11.1 s161

Application of Public Procurement Act

45. (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

(2) With respect to procurement activities that are exempt under paragraph (1)(b) or (c), the corporation and a subsidiary shall, every 6 months, report to the minister on their procurement activities and shall include a summary of contracts entered into and the identities of suppliers to whom the contracts have been awarded.

(3) The minister shall, upon receipt of a report under subsection (2), send a copy of the report to the chief procurement officer appointed under the Public Procurement Act , who shall post a copy of it on the electronic notification system.

2019 cO-6.1 s45

Actions

46. (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 theProceedings Against the Crown Act or another Act or law.

(4) This section applies, with the necessary changes, to a subsidiary.

2019 cO-6.1 s46

No liability re: disclosure of information

47. An action or proceeding does not lie or shall not be instituted or continued against the corporation or a subsidiary, an officer, employee or agent of the corporation or a subsidiary, the Crown or a minister, employee or agent of the Crown based on a cause of action arising from, resulting from or incidental to the disclosure of information in accordance with this Act.

2019 cO-6.1 s47

Offences

48. (1) A person who

(a) contravenes this Act; or

(b) interferes with or obstructs a person in the discharge of his or her duties under this Act

is guilty of an offence and liable on summary conviction to a fine not exceeding $1,000 and in default of payment of the fine to imprisonment for a period not exceeding 12 months, or to both a fine and imprisonment.

(2) The conviction of a person under paragraph (1)(a) or (b) does not operate as a bar to further prosecution under this Act for a continuance of the offence.

2019 cO-6.1 s48

SNL2015 cA-1.2 Amdt.

49. Schedule A of the Access to Information and Protection of Privacy Act, 2015 is amended by adding immediately after paragraph (l) the following:

(l.1) section 23 of the Oil and Gas Corporation Act ;

2019 cO-6.1 s49

SNL2016 cI-2.1
Amdt.

50. The Schedule to the Independent Appointments Commission Act is amended by adding immediately after the statutory appointment reference "Memorial University Act , paragraph 22(2)(c) and subsection 48(1)" the statutory appointment reference "Oil and Gas Corporation Act , subsections 10(2) and 12(3)".

2019 cO-6.1 s50

SNL2018 cP-35.2 Amdt.

51. Subsections 8(2) and 8(3) of the Public Bodies Reporting Act are repealed and the following substituted:

(2) Notwithstanding subsection (1) or any other Act or regulations, including section 5.4 of the Energy Corporation Act and section 23 of the Oil and Gas Corporation Act, the minister, the Lieutenant-Governor in Council or the public body may use and disclose information and documents for the purposes of this Act, including personal information provided under this Act, in accordance with the Access to Information and Protection of Privacy Act, 2015 .

(3) Notwithstanding the Access to Information and Protection of Privacy Act, 2015 or any other Act or regulations, including section 5.4 of the Energy Corporation Act and section 23 of the Oil and Gas Corporation Act, where the minister requests information and documents from a public body the information and documents shall be provided to the minister.

2019 cO-6.1 s51

SNL2016 cP-41.001 Amdt.

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

Application

5. (1) This Act applies to procurement by public bodies, and with respect to the corporation established under the Energy Corporation Act and the corporation established under the Oil and Gas Corporation Act , this Act applies to those corporations and their subsidiaries except as provided in those Acts.

2019 cO-6.1 s52

NLR 81/16 Amdt.

53. The Schedule to the Public Sector Compensation Transparency Regulations published under the Public Sector Compensation Transparency Act is amended by adding immediately after the reference "NL 911 Bureau Inc." the reference "Oil and Gas Corporation of Newfoundland and Labrador and its subsidiaries".

2019 cO-6.1 s53

Commencement

54. This Act comes into force on a day to be proclaimed by the Lieutenant-Governor in Council.

2019 cO-6.1 s54

(In force Jan.1/20)

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