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C.C.S.M. c. D60
The Manitoba Development Corporation Act
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(Assented to December 5, 2013)
HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows:
The following definitions apply in this Act.
"board" means the board of directors of the corporation. (« conseil »)
"corporation" means the corporation continued under section 2 as the Manitoba Development Corporation. (« société »)
"minister" means the minister appointed by the Lieutenant Governor in Council to administer this Act. (« ministre »)
CORPORATE FORMATION, OBJECTS, STATUS AND POWERS
The following entities are amalgamated and continued as one body corporate under the name "Manitoba Development Corporation" and consisting of the members of the board from time to time:
(a) the Manitoba Development Corporation, the body corporate continued by The Development Corporation Act and referred to in this section as "the former development corporation";
(b) the Economic Innovation and Technology Council, the body corporate established by The Economic Innovation and Technology Council Act;
(c) The Manitoba Trade and Investment Corporation, the body corporate continued by The Manitoba Trade and Investment Corporation Act.
On the coming into force of this section,
(a) the rights and property of the amalgamating entities are vested in the corporation;
(b) the liabilities and obligations of the amalgamating entities are assumed by the corporation;
(c) the by-laws of the former development corporation become the by-laws of the corporation;
(d) the directors and the chair of the board of the former development corporation become the first directors and the chair of the board of the corporation as if they had been appointed under this Act; and
(e) any person who owed money to, or had a contractual or other obligation with, an amalgamating entity immediately before the coming into force of this section owes that money to, or has that obligation with, the corporation, subject to the same terms and conditions, if any, that existed between that person and the amalgamating entity.
A legal proceeding or action by or against an amalgamating entity may be continued by or against the corporation as if it were the amalgamating entity.
The objects of the corporation are
(a) to foster economic development and investment in Manitoba;
(b) to promote the diversification of economic activity in Manitoba;
(c) to encourage the development of export markets for Manitoba businesses;
(d) to promote, and assist Manitoba businesses in promoting, business opportunities for Manitoba businesses both within and outside Canada;
(e) to support innovation and the development and commercialization of technology; and
(f) to administer as agent of the government any matter, program or project assigned to the corporation by the Lieutenant Governor in Council.
The corporation has the capacity and powers of a natural person for the purpose of carrying out its objects.
Without limiting the generality of subsection (1), the corporation may do any of the following, but it may do them only with the approval of the Lieutenant Governor in Council:
(a) make a loan to or equity investment in, or provide a guarantee or other financial assistance to, any person or organization;
(b) establish one or more subsidiary corporations through which to carry out any of its objects;
(c) provide financing to, or dispose of its interest in, any corporation established under clause (b).
In carrying out its objects and exercising its powers, the corporation must comply with all applicable directives issued by the Treasury Board.
The corporation is an agent of the Crown.
Subject to the directives of the Treasury Board, the corporation may acquire, hold and deal with property in its own name.
BOARD AND STAFF
The business and affairs of the corporation are to be managed by a board of directors consisting of at least three and not more than five directors appointed by the Lieutenant Governor in Council.
The Lieutenant Governor in Council may specify the term of a director's appointment, which is not to exceed three years.
After a director's term expires, the director continues to hold office until re-appointed or a successor is appointed, or until the appointment is revoked.
A member of the Legislative Assembly is not eligible to be a director.
If a director is not a member of the civil service, the Lieutenant Governor in Council may specify the remuneration payable to the director.
The Lieutenant Governor in Council must designate one director as the chair of the board. The chair may designate any other director as a vice-chair or interim chair of the board.
Subject to the terms of his or her designation, a vice-chair or interim chair may act as the chair if the chair is absent or unable to act or the position of chair is vacant.
A majority of the directors in office constitutes a quorum of the board.
The chair of the corporation must report to the minister and, at the minister's request, provide the minister with any information the minister requires relating to the corporation's business and affairs.
The board may, with the approval of the minister, make by-laws for the conduct and management of the business and affairs of the corporation, including by-laws establishing a code of ethics and a conflict of interest policy for the directors, officers and employees of the corporation.
The board may appoint, or authorize the appointment of, such officers and employees as it considers necessary to carry on the corporation's business and affairs.
The corporation may use the services of
(a) such officers or employees of a department of the government for such periods and subject to such terms and conditions as the minister of the department approves; and
(b) such employees of an agency of the government for such periods and subject to such terms and conditions as the minister responsible for the agency approves.
The board may engage the services of advisors and persons providing special, technical or professional knowledge or services and provide for and pay their remuneration.
No action or proceeding may be brought against a director, officer or employee of the corporation or any other person acting under the authority of this Act for anything done or omitted to be done, in good faith, in the exercise or intended exercise of a power or duty under this Act.
FINANCIAL MATTERS AND ANNUAL REPORT
The Minister of Finance, on the requisition of the minister, may make grants to the corporation out of money appropriated by the Legislature for that purpose.
The corporation may borrow money, but only with the approval of the Lieutenant Governor in Council and only
(a) by way of loan from the government
(i) for temporary purposes, or
(ii) for other purposes to the extent permitted under The Financial Administration Act or a Loan Act; or
(b) for temporary purposes by way of overdraft, line of credit, loan or otherwise upon its credit from a bank or other financial institution.
Money required for a loan from the government may be paid out of the Consolidated Fund in accordance with The Financial Administration Act.
The corporation may deposit with the Minister of Finance, for investment on its behalf, money of the corporation that is not immediately required for its purposes.
At the request of the corporation, the Minister of Finance must pay to the corporation any money invested under subsection (1) and interest earned on those investments.
The fiscal year of the corporation ends on March 31 of each year.
The corporation's financial records and accounts are to be audited each year at the corporation's expense by an auditor, who may be the Auditor General, appointed by the Minister of Finance.
Not later than September 30 in each year, the board must give a report to the minister on the corporation's activities and operations during the fiscal year ending on March 31 of that year.
The report must include audited financial statements and any other information that the minister requires.
The minister must table a copy of the report in the Legislative Assembly within 15 days after receiving it if the Assembly is sitting or, if it is not, within 15 days after the next sitting begins.
The corporation may produce or be required to produce to the Legislative Assembly or to any committee of the Assembly, any information respecting the business or affairs of the corporation or any of its subsidiaries other than information or financial statements the release of which, in the opinion of the board or the chair of the board, would be prejudicial to the interests of the corporation or an applicant or recipient of financial assistance from the corporation.
The corporation must not make a loan or provide a guarantee or other financial assistance to
(a) a member of the Legislative Assembly or a dependant of such a member; or
(b) any person or organization in which a member of the Legislative Assembly or a dependant of such a member has a direct pecuniary interest or indirect pecuniary interest.
For this purpose, "dependant", "direct pecuniary interest" and "indirect pecuniary interest" have the same meaning as in The Legislative Assembly and Executive Council Conflict of Interest Act.
Part XXIV of The Corporations Act (Trust and Loan Corporations) and The Securities Act do not apply to the corporation or to any subsidiary of the corporation.
If there is a conflict between any provision of this Act and a provision of The Corporations Act, the provision of this Act prevails.
REPEALS AND CONSEQUENTIAL AMENDMENT
The following are repealed:
(a) The Development Corporation Act, R.S.M. 1987, c. D60;
(b) the Development Corporation Regulation, Manitoba Regulation 486/88 R;
(c) The Economic Innovation and Technology Council Act, S.M. 1992, c. 7;
NOTE: This section contained a consequential amendment to The Renewable Energy Jobs Act that is now included in that Act.
C.C.S.M. REFERENCE AND COMING INTO FORCE
This Act may be referred to as chapter D60 of the Continuing Consolidation of the Statutes of Manitoba.
This Act comes into force on a day to be fixed by proclamation.
NOTE: S.M. 2013, c. 48, Schedule A came into force by proclamation on April 1, 2014.
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