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3rd Session, 40th Legislature

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Bill 21

THE CHURCHILL ARCTIC PORT CANADA ACT


Table of Contents Bilingual version (PDF) Explanatory Note

(Assented to                                         )

WHEREAS the Churchill gateway system, which provides a transportation link from southern Canada to northern Canada and beyond, is strategically positioned to become a key arctic gateway;

AND WHEREAS a thriving and profitable arctic gateway can drive economic growth and contribute to the social development of northern residents and their communities;

AND WHEREAS the Province of Manitoba, northern communities and business leaders are committed to the development of an arctic gateway through Churchill;

AND WHEREAS Manitoba has made significant investments in the Churchill gateway system to position it for future expansion;

AND WHEREAS it is desirable to create a corporation to promote the Churchill gateway system and to facilitate development and investment in relation to it;

THEREFORE HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows:

Definitions

1           The following definitions apply in this Act.

"board" means the board of directors of the corporation. (« conseil »)

"Churchill arctic port area" means the area defined in the regulations. (« région du Port arctique de Churchill »)

"Churchill gateway system" means the multimodal transportation services and assets located in northern Manitoba with links to the Churchill arctic port area. (« système de transit passant par l'axe de Churchill »)

"corporation" means Churchill Arctic Port Canada Inc. established under subsection 2(1). (« société »)

CHURCHILL ARCTIC PORT CANADA INC. ESTABLISHED

Corporation established

2(1)        Churchill Arctic Port Canada Inc. is hereby established as a corporation without share capital, consisting of the directors of the board appointed under the regulations.

Corporations Act not applicable

2(2)        Except as otherwise provided in the regulations, The Corporations Act does not apply to the corporation.

Not Crown agent

2(3)        The corporation is not an agent of the Crown.

CORPORATION'S MANDATE AND POWERS

Mandate of the corporation

3           The mandate of the corporation is as follows:

(a) to facilitate the long-term development and viability of the Churchill gateway system by the following means:

(i) coordinating and facilitating investment in the Churchill arctic port area to maximize economic development,

(ii) supporting planning relating to the multimodal transportation system that serves the Churchill arctic port area, and logistics facilities for it, to the benefit of all users, investors and owners,

(iii) building partnerships and strengthening collaboration among users, investors and owners to encourage traffic growth and diversification,

(iv) undertaking research and participating in discussions on issues that are common to stakeholders and impact the viability of the Churchill gateway system,

(v) collaborating with governments in the design of investment incentives;

(b) to promote the Churchill gateway system by the following means:

(i) marketing the Churchill gateway system in Canada and internationally,

(ii) participating in organizations formed to develop or promote the transportation gateways and trade corridors that have links to the Churchill gateway system.

Powers of the corporation

4(1)        Subject to this Act, for the purpose of carrying out its mandate, the corporation has the capacity and powers of a natural person and any additional powers prescribed by regulation.

General powers

4(2)        Subject to any restrictions specified in the regulations, the corporation may

(a) acquire and hold any interest in real or personal property, and sell, mortgage, lease or otherwise deal with or dispose of any interest in real or personal property;

(b) receive, expend, loan and invest money;

(c) borrow money and give security for the repayment of money borrowed; and

(d) exercise any other powers that are necessary to carry out its mandate under this Act.

BOARD OF DIRECTORS

Duty of board

5(1)        The board is responsible for managing, or supervising the management of, the business and affairs of the corporation in accordance with the corporation's mandate.

Duties of directors

5(2)        Each director must

(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 reasonable and prudent person should exercise in comparable circumstances.

Number and appointment of directors

6           The board is to consist of the number of directors specified in the regulations appointed in accordance with the regulations.

Ineligibility for appointment

7           The following persons are not eligible to be appointed as a director:

(a) a person or class of persons specified in the regulations;

(b) a person who is under the age of 18 or is an undischarged bankrupt.

Term of office

8           The directors are to be appointed for the term specified in the regulations.

Remuneration of directors

9           The directors are to be paid remuneration and expenses in accordance with the corporation's by-laws.

Quorum

10          A majority of the directors on the board, or any greater number determined by by-law, constitute a quorum at any meeting of the directors.

Chair and vice-chair

11(1)       The chair of the board and a vice-chair must be elected by the directors of the board from among themselves.

Function of vice-chair

11(2)       The vice-chair has the authority of the chair when the chair is absent or unable to act, or when authorized by the chair.

By-laws generally

12(1)       The board may make by-laws respecting the conduct and management of the corporation's business and affairs.

Specific by-laws

12(2)       Without limiting the generality of subsection (1), the board

(a) may make by-laws providing for the indemnification of the corporation's directors and officers in a manner that is consistent with section 119 of The Corporations Act; and

(b) must make by-laws establishing a code of ethics and a conflict of interest policy for the corporation's directors, officers and employees.

Committees

13(1)       The board

(a) must establish a governance committee, a finance and audit committee and any other committees as that are required by the regulations; and

(b) may establish any other committee it considers necessary or advisable.

Responsibilities of specified committees

13(2)       The governance committee and finance and audit committee are to have the following responsibilities, as well as any other responsibilities assigned under the corporation's by-laws or the regulations:

(a) the governance committee is responsible for establishing, maintaining and overseeing the implementation of policies about

(i) ethics and conduct of the board of directors, collectively and individually, and

(ii) ethics and conduct of employees;

(b) the finance and audit committee is responsible for financial oversight of the corporation, participating in audits and ensuring that responsible accounting practices are followed.

Appointing experts as committee members

13(3)       The board may

(a) appoint to any committee of the board one or more persons who are not directors of the board but have the necessary expertise to assist the committee in performing its functions; and

(b) fix the remuneration for these committee members.

FINANCIAL AND BUSINESS MATTERS

Financial records and systems

14          The corporation must

(a) maintain its financial records at a head office in Manitoba; and

(b) establish financial, management and information systems that will enable it to prepare financial statements in accordance with generally accepted accounting principles.

Annual budget

15(1)       For each fiscal year, the board must adopt a budget for the year that includes

(a) all revenue that the corporation anticipates receiving for the year and any accumulated surplus from previous years; and

(b) all operating expenses that it anticipates incurring for the year and any accumulated deficit from the preceding year.

Business plan

15(2)       For each fiscal year, the board must adopt a business plan that includes the following information:

1.  A description of the major activities and objectives of the corporation for that year, including the budget, policies and strategies for achieving those objectives.

2.  A description of the corporation's plans for the next five years, including the current and forecast levels of activity in the Churchill arctic port area, the infrastructure and services that may be needed, the projects that the board considers to be priorities for the corporation and the timetable for implementing these projects.

3.  An estimate of the corporation's long-term development costs of implementing the plans mentioned in item 2, and a description of the business strategies and funding options available to the corporation for the next five years.

Publication of business plan

15(3)       Without delay after its annual business plan is adopted by the board, the corporation must

(a) distribute the business plan in accordance with the regulations; and

(b) make it available to the public.

Auditor

16           The board must appoint an independent auditor to audit the records, accounts and financial transactions of the corporation for each fiscal year.

Annual report

17(1)       Within six months after the end of each fiscal year, the corporation must prepare an annual report on its activities and operations during that fiscal year. The report must include the corporation's audited financial statements for the year.

Publication of annual report

17(2)       Without delay after its annual report is prepared, the corporation must

(a) distribute the report in accordance with the regulations; and

(b) make the report available to the public.

REGULATIONS

Regulations

18(1)       The Lieutenant Governor in Council may make regulations

(a) defining the area comprising the Churchill arctic port area;

(b) respecting the extent to which The Corporations Act applies to the corporation;

(c) for the purpose of section 4, prescribing additional powers for the corporation or restricting the powers of the corporation;

(d) respecting the corporation's board of directors and how it is to function, including

(i) specifying the number of directors that are to be appointed,

(ii) governing the composition of the board,

(iii) governing the process for appointing the directors, for filling vacancies on the board that occur under any circumstance and for terminating the appointment of a director,

(iv) prescribing persons or classes of persons who are not eligible to be appointed to the board, and

(v) specifying the term of office of the directors and providing for the continuation of appointments, beyond the specified term, in prescribed circumstances;

(e) respecting the distribution of the corporation's annual business plan and annual report;

(f) defining any word or phrase used but not defined in this Act;

(g) respecting any matter the Lieutenant Governor in Council considers necessary or advisable to carry out the purposes of this Act.

Regulations may be general or particular

18(2)       A regulation under subsection (1) may be general or particular in its application.

C.C.S.M. REFERENCE AND COMING INTO FORCE

C.C.S.M. reference

19          This Act may be referred to as chapter C104 of the Continuing Consolidation of the Statutes of Manitoba.

Coming into force

20          This Act comes into force on a day to be fixed by proclamation.

Explanatory Note

This Bill establishes Churchill Arctic Port Canada Inc. as a non-government agency in the form of a corporation without share capital. Its mandate is to facilitate the long-term development and viability of the Churchill gateway system and to promote it. The Bill permits regulations to be made to define an area referred to as the "Churchill arctic port area", which is to be a focal point of the corporation's activities. Other regulations may be made, including regulations about the composition of the corporation's board of directors and how the board is to function.