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C.C.S.M. c. C336

The Crown Corporations Public Review and Accountability Act

(Assented to December 20, 1988)

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

PART I

DEFINITIONS AND APPLICATION

Definitions

1           In Parts I to IV of this Act,

"board" means the board of directors or other governing body of a corporation and includes a committee of the board or governing body; (« conseil d'administration »)

"corporation" means a corporation or other body to which this Act applies pursuant to section 2; (« corporation »)

"council" means the Crown Corporations Council established in section 4; (« Conseil »)

"director" means a person designated by the legislation governing a corporation as a director, board member or commissioner and includes any other person who exercises powers similar to those of a director in relation to the corporation; (« administrateur »)

"minister" means the member of the Executive Council charged by the Lieutenant Governor in Council with the administration of this Act; (« ministre »)

"officer" means the chairperson or vice-chairperson of the board of directors, the chief executive officer, president, vice-president, secretary, treasurer, comptroller, general manager, managing director or any other individual who performs functions for a corporation similar to those normally performed by an individual occupying any such office. (« dirigeant »)

Application of Act

2(1)        This Act applies to Manitoba Hydro and The Manitoba Public Insurance Corporation.

Application of Act

2(2)        This Act, other than Part IV, applies to Manitoba Liquor and Lotteries Corporation.

Application of Act

2(3)        This Act, other than clause 13(1)(e), clauses 18(2)(c), (d) and (e), sections 20 and 25 and Part IV, applies to the corporations listed in the Schedule.

Further bodies

2(4)        The Lieutenant Governor in Council may, by regulation, extend the application of all or any part of this Act to any Crown Corporation, board, commission, agency or like body on any terms and conditions that the Lieutenant Governor in Council considers appropriate.

S.M. 1995, c. 33, s. 5; S.M. 1996, c. 79, s. 31; S.M. 2013, c. 51, Sch. A, s. 59.

Act prevails

3           Notwithstanding any other Act, where there is a conflict between this Act and any other Act, this Act prevails.

PART II

CROWN CORPORATIONS COUNCIL

Council established

4(1)        The Crown Corporations Council is hereby established as a body corporate.

Members

4(2)        The Council shall consist of at least seven members appointed by the Lieutenant Governor in Council

(a) one of whom is the Dean of the Faculty of Management of the University of Manitoba or his or her designate from that faculty;

(b) one of whom is a person nominated by the Institute of Chartered Accountants of Manitoba;

(c) one of whom is a person who, in the opinion of the Lieutenant Governor in Council, represents organizations of consumers in Manitoba; and

(d) at least three of whom are persons who, in the opinion of the Lieutenant Governor in Council, have demonstrated management or technical expertise.

Chairperson

4(3)        The Lieutenant Governor in Council shall designate one of the members of the council as the chairperson of the council and one of the members as the vice-chairperson.

Remuneration

4(4)        The chairperson, vice-chairperson and members of the council, other than any member of the civil service of Manitoba who may be appointed to the council, are entitled to any remuneration and reimbursement for expenses that may be prescribed by the Lieutenant Governor in Council.

Employees and advisors

5           The council may engage any employees or advisors that the council considers necessary to carry out its duties and functions.

Duties of council

6(1)        The council shall

(a) facilitate, in co-operation with each corporation, the development of a clearly defined mandate and a clear statement of purpose for the corporation;

(b) facilitate, in co-operation with each corporation, the development of consistent and effective criteria for measuring the corporation's performance;

(c) review long term corporate plans and capital expenditure proposals of corporations, ensure consistent practices among two or more corporations where appropriate and provide any advice to the Lieutenant Governor in Council on those plans, proposals and practices or any other matter of policy affecting corporations that may be requested by the Lieutenant Governor in Council;

(d) receive and hear submissions from any person who, in the opinion of the council, has knowledge respecting any aspect of a corporation's activities regarding alleged failures by the corporation to comply with any Act or any policy of the council.

Powers of council

6(2)        The council may, through the minister responsible for the particular corporation

(a) request the chief executive officer of any corporation to provide reports to the council at any time on matters considered by the council likely to have a material effect on the performance of the corporation in terms of its objectives;

(b) request the auditor of any corporation at any reasonable time to provide reports to the council on any matter related to the finances of the corporation and have access to any other report issued by that auditor with respect to the corporation;

(c) request the auditor of any corporation to undertake additional audits or other work in relation to that corporation and to report on that audit or other work to the council or request any other person to investigate and report to the council on any matter with respect to a corporation.

Annual report

7(1)        The council shall, within five months after the end of each fiscal year, make a report to the minister on the activities of the council for that fiscal year.

Tabling of report in Assembly

7(2)        The minister shall lay a copy of the report received pursuant to subsection (1) before the Legislative Assembly forthwith after the minister receives it, if the Assembly is then in Session, and, if not, within 15 days of the commencement of the next ensuing Session.

Quarterly reports

8(1)        In addition to the report required pursuant to section 7, the council shall, within 45 days after the end of every three month period, provide a report respecting its activities in that three month period to the minister.

Information in certain cases

8(2)        The report required pursuant to subsection (1) shall include

(a) with respect to matters reviewed under clause 6(1)(d)

(i) a full description of each submission made,

(ii) a full report of investigations made by the council respecting the matter, and

(iii) the decision of the council and the reasons for that decision; and

(b) a description of every request made by the council through a minister pursuant to subsection 6(2) and of that minister's response to the request.

Reports available for inspection

8(3)        Reports pursuant to this section shall be made available by the council for inspection at the request of any person.

Costs of council

9(1)        Notwithstanding any other Act, the council shall levy and recover from a corporation, any fees and other amounts that may be assessed to recover the costs incurred by or on behalf of the council in carrying out its duties and functions pursuant to this Act.

Regulations

9(2)        For the purposes of subsection (1), the Lieutenant Governor in Council may make regulations

(a) prescribing the items that constitute costs;

(b) respecting the allocation of levies among corporations.

Deemed expense

9(3)        Any amounts levied and recovered by the council pursuant to the exercise of its powers under subsection (1) from a corporation that is subject to The Public Utilities Board Act shall, for the purposes of determining the operating costs of any such corporation, be deemed to be an expense incurred in the carrying on of its business.

Costs

9(4)        The Minister of Finance may advance to the council out of the consolidated fund any amounts that may be necessary to cover the costs of the council in carrying out its duties and functions pursuant to this Act, and the council shall repay such amounts to the Minister of Finance out of moneys obtained pursuant to subsection (1).

Banking

10          The council may make any banking arrangements that the council considers necessary for the conduct of its affairs.

Accounting records

11           The council shall establish and maintain accounting records to enable the preparation of financial statements in accordance with the recommendations of the Canadian Institute of Chartered Accountants.

Audit

12(1)       The accounts of the council shall be audited and reported on by an auditor, who may be the Auditor General, appointed by the Lieutenant Governor in Council and the cost of the audit shall be paid by the council.

Special audits and reports

12(2)       The Lieutenant Governor in Council or the Auditor General may at any time order an audit or investigation into the business and affairs of the council and the making of a report thereon which audit or investigation may be conducted by the Auditor General.

S.M. 2001, c. 39, s. 31.

PART III

GENERAL PROVISIONS GOVERNING CORPORATIONS

Duties of boards

13(1)       Subject to specific requirements or restrictions contained in the Act by or under which a corporation is established and to this Act, a board shall

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

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

(c) ensure that the corporation complies with the laws of the Province of Manitoba;

(d) cause the corporation to conduct a review of strategic plans and its performance in relation to those plans at intervals not exceeding five years commencing on the day on which this section comes into force; and

(e) for the purpose of explaining the objectives of the corporation, ensure that the senior management of the corporation hold a public meeting at least once in each year in Winnipeg and at least two other centres, including one in northern Manitoba and one elsewhere in Manitoba, as determined by the board.

Conflict of interest guidelines

13(2)       Every board of a corporation shall develop and adopt guidelines respecting conflicts of interest for employees of the corporation in accordance with general guidelines developed by the council.

Boards responsible to minister

14(1)       Subject to subsection (2), every board is responsible to the member of the Executive Council charged by the Lieutenant Governor in Council with the administration of the Act by or under which the corporation is established.

Boards responsible to minister

14(2)       Where a corporation is incorporated under The Corporations Act, the board is responsible to the member of the Executive Council designated by the Lieutenant Governor in Council.

Chairperson's report to minister

14(3)       Every chairperson of a board, including the chairperson of the council, shall, immediately after every meeting of the board or the council, as the case may be, forward to the minister responsible for the corporation or the council, as the case may be, a description of the business transacted at the meeting together with the supporting material for every decision recorded in the minutes of the meeting.

No ministers on boards

14(4)       Notwithstanding any other Act, no member of the Executive Council shall be appointed as chairperson, vice-chairperson or member of any board.

Power of board

15(1)       Subject to specific requirements or restrictions contained in the Act by or under which a corporation is established and to this Act, a board may make any by-laws for the corporation, not contrary to law or this Act, that the board considers necessary or advisable for the conduct of the business and affairs of the corporation including, without limiting the generality of the foregoing, by-laws with respect to the time and place of the calling and holding of all meetings of the board and the procedure at such meetings.

Committees of boards

15(2)       A board may establish any committees of the board that it considers necessary and shall establish an audit committee as required by subsection 18(1) and a planning committee to review and evaluate the corporate plans and to make any recommendations to the board in relation to those plans that the committee considers appropriate.

Duty of directors and officers

16(1)       Every director and officer of a 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;

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

(c) comply with this Act, the Act by or under which the corporation is established and any by-laws of the corporation.

Reliance on statements

16(2)       A director or officer of a corporation is not liable for a breach of duty under subsection (1) if the director or officer relies in good faith on

(a) financial statements of the corporation represented to him or to her by an officer of the corporation or in a written report of the auditor of the corporation fairly to reflect the financial condition of the corporation; or

(b) a report of a lawyer, accountant, engineer, appraiser or other person whose position or profession lends credibility to a statement made by him or her.

Disclosure of interest in contract

17(1)       A director or officer of a corporation who

(a) is a party to a material contract or proposed material contract with the corporation; or

(b) is a director or officer of, or has a material interest in any person who is a party to, a material contract or proposed material contract with the corporation;

shall disclose in writing to the corporation or request to have entered in the minutes of a meeting of the board thereof the nature and extent of the interest.

Time for disclosure by director

17(2)       The disclosure required by subsection (1) shall be made, in the case of a director,

(a) at the meeting of the board at which the proposed contract is first considered;

(b) if the director was not then interested in the proposed contract, at the first meeting of the board after he or she becomes so interested;

(c) if the director becomes interested after the contract is made, at the first meeting of the board after he or she becomes so interested; or

(d) if a person who is interested in the contract later becomes a director, at the first meeting of the board after he or she becomes a director.

Time for disclosure by officer

17(3)       The disclosure required by subsection (1) shall be made, in the case of an officer who is not a director,

(a) forthwith after the officer becomes aware that the contract or proposed contract is to be considered or has been considered at a meeting of the board;

(b) if the officer becomes interested after the contract is made, forthwith after he or she becomes so interested; or

(c) if a person who is interested in the contract later becomes an officer, forthwith after he or she becomes an officer.

Time for disclosure by officer or director

17(4)       If a material contract or proposed material contract is one that, in the ordinary course of the business or activity of the corporation, would not require approval by the board, a director or officer shall disclose in writing to the corporation or request to have entered in the minutes of a meeting of the board thereof the nature and extent of his or her interest forthwith after the director or officer becomes aware of the contract or proposed contract.

Voting

17(5)       A director referred to in subsection (1) shall not vote on any resolution to approve the contract unless the contract is

(a) an arrangement by way of security for money lent to or obligations undertaken by the director for the benefit of the corporation or a subsidiary of the corporation;

(b) one relating primarily to remuneration or benefits as a director, officer, employee or agent of the corporation or a subsidiary of the corporation; or

(c) one with another Crown corporation.

Participation at meetings

17(6)       A director referred to in subsection (1) who is prohibited from voting on any resolution to approve a contract shall withdraw from any meeting during any discussion of such a resolution.

Continuing disclosure

17(7)       For the purposes of this section, a general notice in writing to the board by a director or officer declaring that the director or officer is a director or officer of or has a material interest in a person and is to be regarded as interested in any contract made with that person is a sufficient declaration of interest in relation to any contract so made.

Avoidance standards

17(8)       A material contract between a corporation and one or more of its directors or officers, or between a corporation and another person of which a director or officer of the corporation is a director or officer or in which he or she has a material interest, is neither void nor voidable by reason only of that relationship or by reason only that a director with an interest in the contract is present at or is counted to determine the presence of a quorum at a meeting of the board that authorized the contract, if the director or officer disclosed the interest in accordance with subsection (2), (3), (4) or (7), as the case may be, and the contract was approved by the board and it was reasonable and fair to the corporation at the time it was approved.

Application to Court of Queen's Bench

17(9)       Where a director or officer of a corporation fails to disclose an interest in a material contract in accordance with this section, the Court of Queen's Bench may, on application of the corporation or on behalf of the Crown, set aside the contract on any terms that the court considers appropriate.

Audit Committee

18(1)       Every board shall establish an audit committee, a majority of whom shall be directors.

Duties of audit committee

18(2)       The audit committee shall

(a) review and advise the board with respect to the financial statements that are to be included in the annual report of the corporation;

(b) review and advise the board with respect to the annual auditor's report of the corporation;

(c) review and approve the mandate of the internal auditor of the corporation;

(d) review the corporation's annual internal audit plans;

(e) periodically arrange and participate in meetings with the internal auditor and the Auditor General to review the results of internal audit practices of the corporation; and

(f) perform any other functions that are assigned to it by the board and the by-laws of the corporation.

Notice of meeting of audit committee

18(3)       The auditor of a corporation is entitled to receive notice of every meeting of the audit committee and, at the expense of the corporation, to attend and be heard at the meeting and, if so requested by a member of the audit committee, the auditor shall attend any or every meeting of the committee held during the term of office of the auditor.

Who may call meeting of audit committee

18(4)       The auditor of a corporation or a member of the audit committee may call a meeting of the audit committee.

S.M. 2001, c. 39, s. 31.

Annual reports

19(1)       Notwithstanding the Act by or under which a corporation is established, every board of a corporation shall annually, within four months after the end of the fiscal year of the corporation, make a report to the appropriate member of the Executive Council referred to in subsection 14(1) or (2) on the operations of the corporation during that fiscal year and the report shall include the audited financial statements of the corporation and any other information that the Lieutenant Governor in Council may request.

Tabling of reports in the Assembly

19(2)       Forthwith after the member of the Executive Council referred to in subsection 14(1) or (2) receives an annual report of a corporation referred to in subsection (1), the member shall lay the report before the Legislative Assembly, if the Assembly is then in session, and if not, then within 15 days of the commencement of the next ensuing Session.

Annual reports referred

19(3)       When an annual report of a corporation referred to in subsection (1) is laid before the Legislative Assembly, the annual report, subject to any other Act, stands permanently referred to the Standing Committee on Crown Corporations of the Legislative Assembly unless the Legislative Assembly otherwise orders.

Manitoba Liquor and Lotteries Corporation annual report

19(4)       As an exception to subsection (1), Manitoba Liquor and Lotteries Corporation must file its annual report within six months after the end of its fiscal year.

S.M. 2004, c. 42, s. 100; S.M. 2013, c. 51, Sch. A, s. 59.

Quarterly Financial Statements

20(1)       In addition to the report required pursuant to section 19, every board shall cause to be prepared, within 45 days after the end of every three month period, financial statements showing the financial condition of the corporation.

Available to public

20(2)       The quarterly financial statements prepared pursuant to subsection (1) shall be forwarded to the minister responsible for the corporation and to the council and, subject to subsection (4), shall be made available for inspection by the public during normal business hours at the head office of the corporation and at the office of the council.

Tabling of statements in the Assembly

20(3)       Forthwith after the minister receives the quarterly financial statements of a corporation referred to in subsection (1), the minister shall lay the statements before the Legislative Assembly, if the Assembly is then in session, and if not, then within 15 days of the commencement of the next ensuing Session.

Statements to members of the Assembly

20(4)       Quarterly financial statements shall not be made public under subsection (2) until

(a) they are laid before the Legislative Assembly; or

(b) if the Legislative Assembly is not sitting, they are sent to each member of the Legislative Assembly.

Manitoba Liquor and Lotteries Corporation quarterly reports

20(5)       Despite subsection (1), Manitoba Liquor and Lotteries Corporation

(a) must prepare the financial statements required to be prepared under subsection (1) within 60 days after the end of each of the first three quarters of a fiscal year; and

(b) is not required to prepare financial statements under subsection (1) with respect to the last three-month period of its fiscal year.

S.M. 1999, c. 18, s. 11; S.M. 2013, c. 51, Sch. A, s. 59.

Fiscal year end of corporations

21          Notwithstanding any other Act or the by-laws of any corporation, the fiscal year of a corporation to which this Act applies shall end on such day in each year as may be fixed by the Lieutenant Governor in Council and where the Lieutenant Governor in Council does so the Act or the by-laws, as the case may be, shall be deemed to be amended to give effect to the order of the Lieutenant Governor in Council.

Liability of directors

22(1)       A director of a corporation is not liable or answerable for any debt, liability or obligation of the corporation or for any act, error or omission of the corporation or of any of its officers, employees or agents.

Liability of directors and officers

22(2)       The directors and the officers and employees of a corporation and any person acting under the instructions of any of them or under the authority of this Act or an order made thereunder are not personally liable for any loss or damage suffered by any person by reason of anything done, caused, permitted or authorized to be done by them in good faith and without negligence in the course of the administration of this Act or in the exercise of the powers given by this Act.

Other statutory obligations, etc.

22(3)       Notwithstanding section 3, this section does not affect a debt, liability or obligation of a director, officer or employee that is created by any other Act.

Appointment of directors

23          In appointing directors of a corporation, the Lieutenant Governor in Council

(a) shall appoint the chief executive officer of the corporation as an ex officio, non-voting member of the board of the corporation; and

(b) may appoint persons who are employed by the corporation and who, in the opinion of the minister responsible for the corporation, are qualified to serve as directors, to be members of the board of the corporation.

Records of complaints

24(1)       Every corporation shall maintain a record of all complaints received from members of the public, the investigations undertaken by the corporation with respect to each complaint, the ultimate manner of resolution of the complaint and any reasons leading to the corporation's decision to resolve a complaint in a particular manner.

Review by council

24(2)       The council or any person authorized by the council may review, at any reasonable time, the records kept pursuant to subsection (1) by a corporation.

Labour management committee

25(1)       Every board shall, immediately on the coming into force of this section or as soon as possible after being made subject to this section pursuant to subsection 2(4), provide by way of its bylaws for the appointment of a committee involving management and employees of the corporation to

(a) promote the exchange of information and ideas between the corporation and the employees;

(b) discuss ways and means of improving the delivery of services by the corporation to the public;

(c) consider corporate policies as they affect employees; and

(d) consider methods to improve the operation of the corporation.

Not collective bargaining

25(2)       The activities of a committee described in subsection (1) shall not include collective bargaining within the meaning of The Labour Relations Act.

PART IV

PUBLIC UTILITIES BOARD REVIEW OF RATES

Hydro and MPIC rates review

26(1)       Notwithstanding any other Act or law, rates for services provided by Manitoba Hydro and the Manitoba Public Insurance Corporation shall be reviewed by The Public Utilities Board under The Public Utilities Board Act and no change in rates for services shall be made and no new rates for services shall be introduced without the approval of The Public Utilities Board.

Definition, "rates for services"

26(2)       For the purposes of this Part, "rates for services" means

(a) [repealed] S.M. 1995, c. 33, s. 5;

(b) in the case of Manitoba Hydro, prices charged by that corporation with respect to the provision of power as defined in The Manitoba Hydro Act;

(c) in the case of the Manitoba Public Insurance Corporation, rate bases and premiums charged with respect to compulsory driver and vehicle insurance provided by that corporation.

Application of Public Utilities Board Act

26(3)       The Public Utilities Board Act applies with any necessary changes to a review pursuant to this Part of rates for services.

Factors to be considered, hearings

26(4)       In reaching a decision pursuant to this Part, The Public Utilities Board may

(a) take into consideration

(i) the amount required to provide sufficient moneys to cover operating, maintenance and administration expenses of the corporation,

(ii) interest and expenses on debt incurred for the purposes of the corporation by the government,

(iii) interest on debt incurred by the corporation,

(iv) reserves for replacement, renewal and obsolescence of works of the corporation,

(v) any other reserves that are necessary for the maintenance, operation, and replacement of works of the corporation,

(vi) liabilities of the corporation for pension benefits and other employee benefit programs;

(vii) any other payments that are required to be made out of the revenue of the corporation,

(viii) any compelling policy considerations that the board considers relevant to the matter,

(ix) any other factors that the board considers relevant to the matter; and

(b) hear submissions from any persons or groups or classes of persons or groups who, in the opinion of the board, have an interest in the matter.

MPIC

26(5)       In the case of a review pursuant to this Part of rates for services of the Manitoba Public Insurance Corporation, The Public Utilities Board may take into consideration, in addition to factors described in subsection (4), all elements of insurance coverage affecting insurance rates.

S.M. 1995, c. 33, s. 5.

Multi-year approvals

27(1)       A corporation may submit for the approval of The Public Utilities Board pursuant to this Part proposals regarding rates for services relating to a period of not more than three years and the board shall identify in its order the change approved, if any, with respect to each year.

Increases not cumulative

27(2)       No corporation shall increase rates for services by an amount in any year that exceeds the amount approved for that year by The Public Utilities Board or introduce new rates for services in any year other than new rates for services approved for introduction in that year by The Public Utilities Board.

Changed circumstances

27(3)       Where The Public Utilities Board is satisfied that the circumstances of a corporation have changed substantially, The Public Utilities Board may, of its own motion or on the application of the corporation or an interested person, review an order made pursuant to this section and modify the order in any manner that The Public Utilities Board considers reasonable and justified in the circumstances.

Compensation or refunds

28          When a new rate for services or an increased rate is allowed pursuant to an interim order and a final order does not allow any changes or allows changes other than those permitted in the interim order, The Public Utilities Board may make any order to compensate for or to refund any excess amounts collected by the corporation that it considers necessary and appropriate in the circumstances.

Citation

29          Parts I to IV of this Act may be cited as The Crown Corporations Public Review and Accountability Act and may be published in the Continuing Consolidation of the Statutes of Manitoba under that title and may be referred to as Chapter C336 of those Statutes.

NOTE:  Section 3, Part IV, subsections 34(4) to (9) and 37(4), section 38 and subsection 39(6) came into force by proclamation on January 17, 1989. Sections 4 to 12 came into force by proclamation on June 5, 1989. Remainder of S.M. 1988-89, c. 23 came into force by proclamation on July 1, 1989.

SCHEDULE

Communities Economic Development Fund

S.M. 1989-90, c. 90, s. 9; S.M. 1989-90, c. 65, s. 10; S.M. 1995, c. 33, s. 5; S.M. 1999, c. 18, s. 11; S.M. 2008, c. 42, s. 19.

 

 


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