Headlines:
Sullivan censured for lobbying government
Penashue accused of election overspending
and then a story where Dave Brazil is committee vice-chairperson looking into "suspicious" agriculture spending. Why are we paying the farmers in barley and hops?
...so when the children are looking for role models in society - where should they look?
Should they look to the House of Commons or the House of Assembly? Should they follow some of them to jail? Why not? We trust them all so much we elect them.
While we are at it - where can I buy an acre of land in St. John's for $300?
Some of the the elite and the elite wannabes are telling us: Muskrat is good for you; there is money to be made with this development; this is the only option you and I have - we should listen right?
If we don't listen - the bullies come out of the woodwork - you know the adult bullies setting great examples for the children.
Currently I am building an art collection and gathering fine wine. Anybody know how I can fund it? If I do that - the Bank of Canada might consider me for a Board position. Still trying to figure out what it takes to sit on the Board of Nalcor - any suggestions?
Showing posts with label terry styles. Show all posts
Showing posts with label terry styles. Show all posts
Thursday, October 18, 2012
Friday, July 06, 2012
Nalcor Responds Again - Leaves More ?????
It would appear that Nalcor responds only after I blog that they are not responding. That being what it is - what did Nalcor say?
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:
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
Tuesday, July 03, 2012
Nalcor Silent - Hiding Something?
At a time when corporate executives - around the world - continue to fail, flail, and founder - it's time for Ed Martin and Nalcor bosses to reveal where the orders are coming from.
There is no doubt that the proposed Muskrat Falls project with Emera is a matter of extreme public concern. That concern is coming from all corners - retired and working energy experts, lawyers, retired politicians from the PC rank and file, academics, journalists, and citizens.
The way the government puts it - is that Nalcor runs its own ship and that would mean Ed Martin and other senior executives take their direction from the Board.
That being the case - the recently appointed Board members and chairperson of Nalcor would have an onerous responsibility respecting the project.
The Premier has played down the role of the Board and it's newly appointed Chair - presumably to argue against the need for relevant and significant experience on his resume.
If Ed Martin as President and CEO is actually calling all the shots and the Board serves more as a figurehead position - we the people and owners of Nalcor are in real trouble. That would not be reasonable or responsible for our corporation.
If Ed Martin is taking direction from the government - then the independent role of our major utility is subject to political operation and failing therefore to serve its mission and mandate.
So who's the boss of our multi-billion dollar company? That is the question and we the people need answers. At this point - I trust - the media will get to the bottom of this enigma.
On June 18th I wrote Nalcor for the second time seeking information on the Board and its Bylaws.
As yet NO Reply.
On what basis is Nalcor refusing this information?
Here is the request I sent to Nalcor:
This is basic and does not interfere with propriety information and if the company were publicly traded - I could read it online.
Under section 10 of both the the Hydro Corporation Act 2007 and the Energy Corporation Act
Hydro Corporation Act, 2007
10. The board may make by-laws
(d) respecting the duties and conduct of the directors and of the officers and employees of the board;
(i) generally, for the conduct and management of the affairs of the corporation.
Energy Corporation Act
10. The board may make by-laws
(d) respecting the duties and conduct of the directors and of the officers and employees of the corporation;
(i) generally, for the conduct and management of the affairs of the corporation.
Please advise if the Board has made bylaws for both the Energy Corporation and the Hydro Corporation respecting subsections 10(d) and (i) of the respective acts.
If these bylaws exist please advise where I may see them.
If they do not please confirm and advise if the general statements found in the annual reports – under corporate governance – act as the sole guidance and literature to define the responsibilities of the Board of Directors. If not what other information exists regarding this matter?
There is no doubt that the proposed Muskrat Falls project with Emera is a matter of extreme public concern. That concern is coming from all corners - retired and working energy experts, lawyers, retired politicians from the PC rank and file, academics, journalists, and citizens.
The way the government puts it - is that Nalcor runs its own ship and that would mean Ed Martin and other senior executives take their direction from the Board.
That being the case - the recently appointed Board members and chairperson of Nalcor would have an onerous responsibility respecting the project.
The Premier has played down the role of the Board and it's newly appointed Chair - presumably to argue against the need for relevant and significant experience on his resume.
If Ed Martin as President and CEO is actually calling all the shots and the Board serves more as a figurehead position - we the people and owners of Nalcor are in real trouble. That would not be reasonable or responsible for our corporation.
If Ed Martin is taking direction from the government - then the independent role of our major utility is subject to political operation and failing therefore to serve its mission and mandate.
So who's the boss of our multi-billion dollar company? That is the question and we the people need answers. At this point - I trust - the media will get to the bottom of this enigma.
On June 18th I wrote Nalcor for the second time seeking information on the Board and its Bylaws.
As yet NO Reply.
On what basis is Nalcor refusing this information?
Here is the request I sent to Nalcor:
This is basic and does not interfere with propriety information and if the company were publicly traded - I could read it online.
Under section 10 of both the the Hydro Corporation Act 2007 and the Energy Corporation Act
Hydro Corporation Act, 2007
10. The board may make by-laws
(d) respecting the duties and conduct of the directors and of the officers and employees of the board;
(i) generally, for the conduct and management of the affairs of the corporation.
Energy Corporation Act
10. The board may make by-laws
(d) respecting the duties and conduct of the directors and of the officers and employees of the corporation;
(i) generally, for the conduct and management of the affairs of the corporation.
Please advise if the Board has made bylaws for both the Energy Corporation and the Hydro Corporation respecting subsections 10(d) and (i) of the respective acts.
If these bylaws exist please advise where I may see them.
If they do not please confirm and advise if the general statements found in the annual reports – under corporate governance – act as the sole guidance and literature to define the responsibilities of the Board of Directors. If not what other information exists regarding this matter?
Thursday, June 28, 2012
A Chair is a Chair is a Chair - How does Nalcor's Compare?
How do we compare?
We are the shareholders of Nalcor - we deserve the best people available on our Board of Directors.
Do we have that?
Chair of the Board, Hydro Quebec
Michael L. Turcotte obtained a Bachelor of Arts
degree from the University of Montréal (Collège Jean-de-Brébeuf) and a Master’s
degree from the School of Business of Laval University. He enjoyed a lengthy
career with the Royal Bank of Canada and became Senior Vice-President, Québec,
in l984.
Since his retirement from the Royal Bank in l998, Mr. Turcotte has served as a Corporate Director. Until 2004, he was Chair of the Board of Management of the Canada Customs and Revenue Agency, Chairman of the IRCM Foundation and Québec Chair of the Canadian Forces Liaison Council.
In November 2005, he became Chairman of the Board of Hydro-Québec. He continues to serve as a Director of various private corporations and institutions of the public sector.
Mr. Turcotte is Governor Emeritus of the Arthritis Society, of which he is also a past Québec President. Over the years, he has been a Director and Chairman of the Board of the Orchestre symphonique de Montréal.
Mr. Turcotte is Honorary Lieutenant-Colonel of the 6th Field Artillery Regiment. He is a recipient of the Hermès prize from the School of Business of Laval University and has been honoured by the Scouts Association of Canada. Mr. Turcotte has been a member of the IRCM Board of Directors since 2002. He chairs the Governance Committee and is a member of the Executive Committee.
Since his retirement from the Royal Bank in l998, Mr. Turcotte has served as a Corporate Director. Until 2004, he was Chair of the Board of Management of the Canada Customs and Revenue Agency, Chairman of the IRCM Foundation and Québec Chair of the Canadian Forces Liaison Council.
In November 2005, he became Chairman of the Board of Hydro-Québec. He continues to serve as a Director of various private corporations and institutions of the public sector.
Mr. Turcotte is Governor Emeritus of the Arthritis Society, of which he is also a past Québec President. Over the years, he has been a Director and Chairman of the Board of the Orchestre symphonique de Montréal.
Mr. Turcotte is Honorary Lieutenant-Colonel of the 6th Field Artillery Regiment. He is a recipient of the Hermès prize from the School of Business of Laval University and has been honoured by the Scouts Association of Canada. Mr. Turcotte has been a member of the IRCM Board of Directors since 2002. He chairs the Governance Committee and is a member of the Executive Committee.
Chair of the Board, BC
Hydro
Dan Doyle started his career with the Province of
British Columbia as an engineer-in-training; 36 years later, he retired from
the Public Service as the Deputy Minister of Transportation.
Throughout his career with the Ministry, Mr. Doyle
built a legacy of B.C.-wide transportation infrastructure. In 2006, Mr. Doyle
was appointed Executive Vice-President responsible for the development and
building of venues and supporting infrastructure for the 2010 Winter Olympic
and Paralympic Games by the Vancouver Organizing Committee.
A strong believer in having the right team in place
to do the job, Mr. Doyle is widely known for his ability to deliver major
projects on time and on budget.
In recognition of his highly respected public
service and professional expertise, Mr. Doyle was awarded the Order of B.C. in
2010. He was also awarded B.C.'s premier distinction for professional
engineering, the R.A. McLachlan Award, by the Association of Professional
Engineers and Geoscientists of B.C. in 2006.
Chair of the Board, NB
Power
Mr. Barrett is co- CEO of Barrett Corporation, a
North American investment and management company.
He is CEO of Barrett Diversified Inc., which
operates wholesale distribution companies in Canada and the US, and is
co-founder, significant shareholder, and serves on the Board of Xplornet
Communications, a leading broadband and communications company in Canada
In addition to NB Power, Mr Barrett serves on the
Board of Wajax Industries, a public company traded on the TSX which is a
leading mobile equipment and industrial supplies company in Canada, two private
companies based out of New Brunswick, Atlantic Industries and Apex industries,
and is Past Chair and Board member of Crandall University.
Chair of the Board, Manitoba Hydro
Mr. William C. Fraser, FCA served as the President
and Chief Executive Officer of Manitoba Telecom Services Inc. from 1994 to 2006
and served as its Vice President of Finance from 1986 to 1994. Mr. Fraser
served as the Chief Executive Officer of MTS Media Inc., Qunara Inc., AAA Alarm
Systems Ltd., MTS Allstream Inc., MTS Communications Inc., MTS Advanced Inc. In
this capacity, he provided overall leadership and direction to MTS and its 7000
employees. Having joined MTS in 1986 as Vice-President of Finance and risen to
the position of President and Chief Executive Officer in 1994.
Mr. Fraser has
ably steered Manitoba Telecom Services Inc. through a generation of dramatic
and unprecedented change in the telecommunications industry. From 1972 to 1981,
he held various senior positions in the federal government, including Director
General Finance for the Department of Agriculture.
In 1981 he was appointed to the position of
Assistant Deputy Minister of Finance with Manitoba government, the youngest
person ever appointed to that position. He served until 1986, when
then-Minister of Telephones Gary Doer, who is now Premier of Manitoba,
appointed him to his first post with MTS. He is also a member of the St.
Boniface Hospital and Research Foundation. Mr. Fraser is widely respected in
both the telecommunications and chartered accounting industries.
He has served as a strategic and visionary leader at
Manitoba Telecom Services Inc. for almost 20 years. Mr. Fraser served as
Chairman and Director of MTS Media Inc., Qunara Inc., MTS Advanced Inc. and AAA
Alarm Systems Ltd. He serves as a Director of Mts Communications Inc. He has
been Director of IMRIS, Inc. since August 2007. He serves as Director of Bell
West Inc. and Manitoba Hydro-Electric Board. Mr. Fraser is also a Member of the
Board of Directors of the Conference Board of Canada. He served as Director of
MTS Allstream Inc.
He served as Director of Manitoba Telecom Services
Inc. from January 1997 to December 7, 2005. He serves as Vice Chair of St.
Boniface Hospital Foundation. In 2002, in recognition of his leadership and his
high ethical standards, he was named a Fellow of the Institute of Chartered
Accountants. Mr. Fraser received his BBA in 1970 from St. Francis Xavier
University, where he was honored as the university's top graduate among the
entire 1970 class. He became a Chartered Accountant in 1972.
Tuesday, June 19, 2012
The Lowest Common Denominator - says Dunderdale?
A new concept has been introduced by our Premier.
The lowest common denominator is not new however using it for Board appointments is.
In a CBC report on Monday Premier Kathy Dunderdale defended the skills and experience of four new appointees to the boards of Nalcor and Newfoundland and Labrador Hydro.
In the Telegram today Dunderdale is quoted as saying "it’s not a problem that recent appointees to the Nalcor board have no experience in oil and gas, hydroelectricity or megaprojects."
First of all Premier - which is it? Do they have the experience or not?
Then in defending the lack of experience in the energy sector the Premier added the following: “What qualifies me to be premier of Newfoundland and Labrador?” Dunderdale asked. “What qualifies Dwight Ball or Lorraine Michael?”
That may be a good question for the Premier to ask herself - however in this very real fiasco unfolding before us - her comment is beyond ridiculous.
The people elected you - and you can be summarily dismissed - which I predict will be soon - by booting you out. Not so with the Nalcor appointees (don't be cute with this one - I'll tell you why in the next post).
So basically what the Premier is saying is - I have no qualifications and you elected me - so I will appoint others with no relevant qualifications to the Board of Nalcor.
Premier, are we the people, or experts in the sector, or the Opposition parties permitted to have a question period in the House of Assembly with these new appointees? No? Well they are not the same thing.
However if you should choose to allow this - sign me up.
The Premier has now introduced the lowest common denominator in the equation of appointing people to the Boards of Crown agencies and companies. What might we guess will be the outcome of that?
The lowest common denominator is not new however using it for Board appointments is.
In a CBC report on Monday Premier Kathy Dunderdale defended the skills and experience of four new appointees to the boards of Nalcor and Newfoundland and Labrador Hydro.
In the Telegram today Dunderdale is quoted as saying "it’s not a problem that recent appointees to the Nalcor board have no experience in oil and gas, hydroelectricity or megaprojects."
First of all Premier - which is it? Do they have the experience or not?
Then in defending the lack of experience in the energy sector the Premier added the following: “What qualifies me to be premier of Newfoundland and Labrador?” Dunderdale asked. “What qualifies Dwight Ball or Lorraine Michael?”
That may be a good question for the Premier to ask herself - however in this very real fiasco unfolding before us - her comment is beyond ridiculous.
The people elected you - and you can be summarily dismissed - which I predict will be soon - by booting you out. Not so with the Nalcor appointees (don't be cute with this one - I'll tell you why in the next post).
So basically what the Premier is saying is - I have no qualifications and you elected me - so I will appoint others with no relevant qualifications to the Board of Nalcor.
Premier, are we the people, or experts in the sector, or the Opposition parties permitted to have a question period in the House of Assembly with these new appointees? No? Well they are not the same thing.
However if you should choose to allow this - sign me up.
The Premier has now introduced the lowest common denominator in the equation of appointing people to the Boards of Crown agencies and companies. What might we guess will be the outcome of that?
Nalcor Board - Are the Qualified?
As I await for specific information from Nalcor - let's review what Nalcor did point me to - with respect to Nalcor Board responsibilities.
The principal functions of the Board include:
(a) developing Nalcor’s approach to corporate governance;
(b) reviewing and approving the business, financial, strategic and other plans to enable Nalcor to execute its strategy;
(c) adopting processes for monitoring the company’s progress toward its strategic and operational goals;
(d) approving the audited financial statements and Management’s Discussion and Analysis;
(e) ensuring that management has a process for identifying the principal business risks;
(f) overseeing the integrity of the internal control systems;
(g) ensuring that Nalcor has processes for operating within applicable laws and regulations;
(h) ensuring the company has a compensation philosophy and framework;
(i) ensuring a process is in place to measure the performance of senior executives of Nalcor;
(j) ensuring management creates a culture of integrity throughout the organization; and
(k) ensuring that succession plans are in place for senior management, including the President and CEO.
1. Based on the above what should the qualifications of Board members be?
2. Based on the above which of the new appointees to the Board - including the Chair - is qualified?
3. Do you agree with Premier Dunderdale that these appointees are no different than politicians who she says need no experience for the job?
4. Does this meet Dunderdale's criteria - which says the government has the best experts available working on the Muskrat Falls development?
5. Do you feel - as a shareholder of Nalcor - that your best interests are being served by these new appointees?
The principal functions of the Board include:
(a) developing Nalcor’s approach to corporate governance;
(b) reviewing and approving the business, financial, strategic and other plans to enable Nalcor to execute its strategy;
(c) adopting processes for monitoring the company’s progress toward its strategic and operational goals;
(d) approving the audited financial statements and Management’s Discussion and Analysis;
(e) ensuring that management has a process for identifying the principal business risks;
(f) overseeing the integrity of the internal control systems;
(g) ensuring that Nalcor has processes for operating within applicable laws and regulations;
(h) ensuring the company has a compensation philosophy and framework;
(i) ensuring a process is in place to measure the performance of senior executives of Nalcor;
(j) ensuring management creates a culture of integrity throughout the organization; and
(k) ensuring that succession plans are in place for senior management, including the President and CEO.
1. Based on the above what should the qualifications of Board members be?
2. Based on the above which of the new appointees to the Board - including the Chair - is qualified?
3. Do you agree with Premier Dunderdale that these appointees are no different than politicians who she says need no experience for the job?
4. Does this meet Dunderdale's criteria - which says the government has the best experts available working on the Muskrat Falls development?
5. Do you feel - as a shareholder of Nalcor - that your best interests are being served by these new appointees?
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