I simply want to ascertain if Nalcor/Newfoundland and Labrador Hydro has bylaws - as per legislation - and what those bylaws say with respect to the responsibilities of the Board.
The first go-round the company responded by directing me to a paragraph in the annual report. This time I received a copy of "mandates" of the Boards. Still no "bylaws" - however interesting tidbits.
The "mandates" I received were established in 2010. What were the changes? Why was it changed? Who directed the change?
Within the "mandate" literature the following sentence occurs:
"The Board shall have the accountabilities and
responsibilities set out below. In addition, the Board shall perform such duties as may be required under,
and act in accordance with, the Corporation’s by-laws."
The bylaws are exactly what I requested from Nalcor in my two previous pieces of correspondence. It is exactly what they have avoided giving me in their two responses.
They have at least admitted to bylaws albeit inadvertently in the latest reply.
I will now ask a third time to see the bylaws of a company that I am a shareholder of.
For the record below please find what Nalcor did send and ask yourself - based on the information that has been provided - are the Board members and Chair the BEST choices for our energy company.
1. The Board of Directors of Nalcor Energy (the “Board”) is
responsible for the stewardship of, and has the duty to supervise the management of, the
business and affairs of the Corporation.
2. The Board is appointed by the sole Shareholder, the
Province of Newfoundland and Labrador, as represented by the Minister of Natural
Resources (the “Shareholder”). The Board is responsible for seeking and recommending suitable
Board candidates to the Shareholder.
3. For director appointments, the Shareholder in the
appointing Order-in-Council shall specify that the director will continue to serve after the
expiration of his/her term until a replacement is appointed. This will ensure continuity on
the Board while director replacements are being identified and appointed.
ACCOUNTABILITIES AND RESPONSIBILITIES
The Board shall have the accountabilities and
responsibilities set out below. In addition, the Board shall perform such duties as may be required under,
and act in accordance with, the Corporation’s by-laws.
1. Corporate Governance
(a) The Board is responsible for developing the
Corporation’s approach to corporate governance, including developing appropriate policies and
procedures and delegating such other matters as it sees fit to the
Corporate Governance Committee for its review and consideration.
(b) The Board is responsible for the Corporation’s approach
to its governance relationship with its sole Shareholder to ensure the
Corporation can operate independent from the Shareholder.
2. Strategic Planning
The Board is responsible for:
(a) adopting a strategic planning process and approving, on
at least an annual basis, a strategic plan which lays out the strategic direction of
the Corporation in the context of the opportunities and risks of the business and
the business and commercial environment in which it operates;
(b) reviewing and approving the business, financial,
strategic and other plans proposed by management to enable the Corporation to execute
its strategy; and
(c) adopting processes for monitoring the Corporation’s
progress toward its
strategic and operational goals, and to revising and
altering its directions to
management in light of changing circumstances affecting the
Corporation.
3. Operational and Financial Performance
(a) taking action when corporate performance falls short of
its performance targets or other special circumstances warrant;
(b) approving the audited financial statements and
management discussion and analysis accompanying such financial statements following a
review of the recommendation of the Audit Committee; and
(c) reviewing and approving material transactions outside
the ordinary course of
business.
4. Risk Management
The Board is responsible for:
(a) Ensuring that management has a process for identifying
the principal risks of the Corporation’s business and ensuring the implementation of
appropriate systems to effectively monitor and manage such risks with a view to
the long-term viability of the Corporation;
(b) overseeing the integrity of the Corporation’s internal
control and management information systems;
(c) approving, and monitoring compliance with, all
significant policies and procedures that impact the way in which risk is identified
and managed; and
(d) approving policies and procedures designed to ensure
that the Corporation operates at all times within applicable laws and
regulations.
5. Human Resources Management
(a) The Board, through its Compensation Committee is
responsible for maintaining a compensation philosophy and framework that will be utilized
by the Corporation and its subsidiaries.
(b) The Board is also responsible for approving the
compensation of the President and CEO following a review of the recommendations of the
Compensation Committee.
(c) The Board is responsible for ensuring a process is in
place to measure the performance of senior executives of the Corporation.
(d) The Board will, to the extent feasible, satisfy itself
as to the integrity of the President and CEO and other executive officers, and that the
President and CEO and other executive officers create a culture of integrity
throughout the organization.
(e) The Board is responsible for ensuring that succession
planning programs are in place, including programs to train, develop, monitor and
retain senior management, including the President and CEO.
6. Board Meetings and Materials
(a) The Chair, in consultation with the President and CEO
and the General Counsel and Secretary, shall develop the agenda for each Board
meeting.
(b) Meeting materials shall be provided to directors before
each Board meeting in sufficient time to ensure adequate opportunity for review.
(c) Independent directors shall hold regularly scheduled
meetings at which nonindependent directors including members of management are not present.
7. Committees of the Board
(a) The Board discharges its responsibilities both directly
and through its committees: the Audit Committee, the Corporate Governance
Committee, the Compensation Committee, and the Safety, Health and
Environment Committee. In addition to these standing Committees, the Board may,
from time to time, appoint ad hoc Committees to address certain issues of a
more short-term nature.
(b) The Board is responsible for approving the mandates for
each Board Committee.
(c) The Board is responsible for the appointment of
Committee Chairs and members. The Board has the ability to point and replace
Committee Chairs and members as deemed necessary.
(d) To facilitate communication between the Board and each
Board Committee, each Committee Chair is responsible for reporting to the
Board on material matters considered by the Committee at the first Board
meeting after the Committee’s meeting.
DIRECTOR DEVELOPMENT AND EVALUATION
1. Each new director shall participate in the Corporation’s
Director Orientation Program and any continuing director development programs.
2. Annually, with the assistance of the Corporate Governance
Committee, the Board shall evaluate and review the performance of the Board and the
adequacy of this mandate
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