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An Act respecting the Accountability of Crown Croporations and to amend other Acts in consequence

S.M. 1987-88, c. 55

An Act respecting the Accountability of Crown Croporations and to amend other Acts in consequence

(Assented to July 17, 1987)

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

PART I

ADMINISTRATION OF CROWN CORPORATIONS

Definitions.

1

In this Part,

"Board" means the board of directors or other governing body of a corporation and includes a committee of the board or governing body; ("conseil")

"corporation" means a Crown corporation, board, commission, agency or like body to which this Part applies; ("corporation")

"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 like powers to those of a director in relation to any corporation; ("administrateur")

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

Application of Part.

2(1)

This Part, except sections 12 and 13, applies to the corporations named in the Schedule.

Application of sections 12 and 13.

2(2)

Sections 12 and 13 apply to The Liquor Control Commission, Manitoba Hydro, The Manitoba Public Insurance Corporation and The Manitoba Telephone System.

Further bodies may be subject to this Part.

2(3)

The Lieutenant Governor in Council may designate additional corporations to which all or part of this Part applies.

Part prevails.

3

Notwithstanding anything contained in the Act of the Legislature by or under which a corporation is established, this Part applies to the Board and officers of that corporation and, where there is any conflict between this Part and that Act, the provisions of this Part prevail over those of that Act.

Duties of Board.

4(1)

Subject to specific requirements or restrictions contained in the Act of the Legislature by or under which a corporation is established and to this Act, the Board

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

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

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

(d) shall cause the corporation to conduct a special organizational review at intervals not exceeding five years, the first such review to be conducted within the five years immediately following the coming into force of this Part.

Boards responsible to minister.

4(2)

Subject to subsection (3), 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.

4(3)

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.

Conflict of interest guidelines.

4(4)

Every Board of a corporation shall develop and adopt guidelines respecting conflicts of interest for employees of the corporation.

Power of Board.

5(1)

Subject to specific requirements or restrictions contained in the Act of the Legislature by or under which a corporation is established and to this Act, the Board may make such by-laws for the corporation, not contrary to law or this Act, as 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, procedure in all things to be followed at such meetings and generally with respect to the conduct in all other particulars of the business and affairs of the corporation.

Committees of Boards.

5(2)

Every Board may establish such committees of the Board as it considers necessary and shall establish an audit committee as required by subsection 8(1) and a planning committee to review and evaluate the corporate plans and to make such recommendations to the Board in relation to such plans as the committee considers appropriate.

Duty of directors and officers.

6(1)

Every director and officer of a corporation in exercising his powers and discharging his 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 of the legislature by or under which the corporation is established and any by-laws of the corporation.

Reliance on statements.

6(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.

7(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.

7(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.

7(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.

7(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.

7(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.

7(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.

7(7)

For the purposes of this section, a general notice 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.

7(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.

7(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 such terms as it thinks fit.

Audit Committee.

8(1)

Every Board shall establish an audit committee, a majority of whom shall be directors.

Duties of Audit Committee.

8(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; and

(c) perform such other functions as are assigned to it by the Board and the by-laws of the corporation.

Notice of meeting of audit committee.

8(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 thereat 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.

8(4)

The auditor of a corporation or a member of the audit committee may call a meeting of the committee.

Annual reports.

9(1)

Notwithstanding the Act of the Legislature 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 4(2) or (3) on the operations of the corporation during that fiscal year and the report shall include the audited financial statements of the corporation together with such other information as the Lieutenant Governor in Council may request.

Tabling of reports in the Assembly.

9(2)

Forthwith after the member of the executive council referred to in subsection 4(2) or (3) receives an annual report of a corporation referred to in subsection (1), the member shall lay the report before the Legislative Assembly, if it is then in session, and if not, then within 15 days of the commencement of the next ensuing session thereof.

Annual reports permanently referred to standing committee.

9(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 of the Legislature, stands permanently referred to the Standing Committee on Public Utilities and Natural Resources of the Legislative Assembly unless the Legislative Assembly otherwise orders.

Liability of directors.

10(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, officers, etc.

10(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.

Employee directors.

11

In appointing directors of a Crown corporation, the Lieutenant Governor in Council shall, where the Lieutenant Governor in Council considers it practical to do so, appoint not less than two individuals employed by the corporation in positions other than senior management positions to be directors of the corporation.

The Service Committee.

12(1)

Every Board shall, not later than January 1, 1988, establish a committee, a majority of whom shall be directors, to be called the Service Committee of the corporation.

Duties of Service Committee.

12(2)

A Service Committee of a corporation

(a) shall ensure that the senior management of the corporation meet at least once a year with the public for the purpose of explaining the objectives of the corporation, reviewing the corporation's relationships with its customers and the delivery of its services to the public, and receiving suggestions from the public as to the manner in which it can improve those relationships and the delivery of those services to the public; and

(b) shall receive and, if considered appropriate, shall investigate complaints from the public relating to the operations of the corporation.

Joint council to be established.

13(1)

A corporation shall establish a council to be known as "The Joint Council" which council shall consist of the minister to whom the Board is responsible, the chief executive officer of the corporation, a member of the Board and three persons who shall be employees of the corporation and shall be named by the employees through their trade union or employee association or, where employees are not so arranged, by the employees at large.

Chairperson of The Joint Council.

13(2)

The minister referred to in subsection (1) shall be the chairperson of The Joint Council but, if the minister is absent from any meeting, the chief executive officer of the corporation shall be chairperson of the meeting and, in the absence of both the minister and chief executive officer, the member of the board named pursuant to subsection (1) shall be chairperson of the meeting.

Others may attend meetings of Joint Council.

13(3)

An officer of the corporation and a senior staff member of the trade union or employee organization or of one of the trade unions or employee organizations naming members to The Joint Council may attend meetings in a consultative capacity.

Meetings.

13(4)

A joint council shall meet at such times as the members may determine and at such other times as may be fixed by the chairperson after consulting with the members thereof.

Purpose of joint council.

13(5)

The purpose of a joint council is to promote the exchange of information and ideas between the corporation that established it and the trade union or employee organization naming members to it but such purpose does not include collective bargaining within the meaning of The Labour Relations Act.

Duties of members.

13(6)

The members of a joint council shall, in carrying out its purpose and in relation to the corporation that established it,

(a) discuss ways and means of improving the delivery of services to the public;

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

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

PART II

THE PUBLIC INVESTMENTS CORPORATION OF MANITOBA

Definitions.

14

In this Part,

"Corporation" means the Public Investments Corporation of Manitoba established by section 16; ("Corporation")

"minister" means the member of the Executive Council charged by the Lieutenant Governor in Council with the administration of this Part. ("ministre")

Application.

15(1)

This Part applies to the Crown corporations named in the Schedule.

Crown corporation may be added.

15(2)

The Lieutenant Governor in Council may amend the Schedule by adding thereto or deleting therefrom the name of any Crown corporation.

Certain activities of corporations, etc. subject to Part.

15(3)

Subject to subsection (4), the Lieutenant Governor in Council may, with respect to any other Crown corporation, board, commission, agency or like body, designate the activities thereof to which this Part or a part of this Part applies.

Association that may not be designated.

15(4)

The Lieutenant Governor in Council may not designate any activities of a judicial or quasi-judicial nature of a board, commission, agency or like body as activities to which this Part or a part of this Part applies.

Corporation established.

16(1)

There is hereby established a body corporate under the name "The Public Investments Corporation of Manitoba" consisting of those persons who are the directors of the Corporation.

Board of directors.

16(2)

The business and affairs of the Corporation shall be managed by a board of directors consisting of three or more members of the Executive Council appointed by the Lieutenant Governor in Council.

Authority for M. L. A. to be member.

16(3)

Notwithstanding The Legislative Assembly Act, a member of the Executive Council may be a member of the board of directors but the member may not accept from the Corporation salary or remuneration other than remuneration for expenses and the member does not thereby vacate or forfeit his or her seat, or incur any of the penalties imposed under The Legislative Assembly Act for sitting or voting as a member of the Legislative Assembly.

Agent of Her Majesty.

17(1)

The Corporation is for all purposes an agent of the Crown in right of Manitoba and its powers may be exercised only as an agent of Her Majesty.

Use of own name in contracts and suits.

17(2)

The Corporation may, on behalf of the Crown, contract in its corporate name without specific reference to the Crown or Her Majesty and may sue and be sued in its corporate name.

Property of the Crown.

17(3)

All property of the Corporation, both real and personal, all moneys acquired, administered, possessed or received from any source shall be the property of Her Majesty in right of Manitoba and shall for all purposes, including taxation of whatever nature or description, be deemed to be the property of Her Majesty.

Head office.

18

The head office of the Corporation shall be situated at the City of Winnipeg.

Chairperson of the board of directors.

19(1)

The Lieutenant Governor in Council may designate one of the members of the board of directors to be the chairperson of the board of directors.

Vice-chairperson of the board of directors.

19(2)

The Lieutenant Governor in Council may designate one of the members of the board of directors to be the vice-chairperson of the board of directors who, in the absence or inability to act of the chairperson or when that position is vacant, may act in the place of the chairperson.

Chief executive officer.

19(3)

The Lieutenant Governor in Council may appoint a chief executive officer of the Corporation who shall have such powers and duties as may be determined by resolution of the board.

Staff.

19(4)

Such officers and other employees as are required to perform the duties and carry out the functions of the Corporation may be employed by the Corporation.

Objects of Corporation.

20

The objects of the Corporation are

(a) to advise the Lieutenant Governor in Council on matters relating to

(i) the Crown corporations named in the Schedule, and

(ii) the designated activities to which this Part or part of this Part applies of any other Crown corporation, board, commission, agency or like body;

(b) to give direction as to matters of policy

(i) to Crown corporations named in the Schedule, and

(ii) in relation to the designated activities to which this Part or a part of this Part applies of any other Crown corporation, board, commission or like body;

(c) to monitor the results of Crown corporations and any other board, commission, agency or like body to which this Part applies.

Powers of Corporation.

21(1)

Subject to the approval of the Lieutenant Governor in Council, in addition to any other powers conferred on it by this or any other Act, the Corporation may

(a) receive from the Minister of Finance, on behalf of a Crown corporation, board, commission, agency or like body to which this Part applies, all moneys heretofore or hereafter authorized to be expended for or in respect of that Crown corporation, board, commission, agency or like body by any Act of the Legislature;

(b) assume liability for any loans and advances that are made by the Crown to a Crown corporation, board, commission, agency or like body to which this Part applies;

(c) receive from a Crown corporation, board, commission, agency or like body to which this Part applies, on a permanent or short-term basis, any funds advanced to, used in, or derived from its operations, that the Corporation or the Lieutenant Governor in Council may direct be paid to the Corporation but no such direction may be given with respect to

(i) sinking funds reserved, set aside or created by a Crown corporation, board, commission, agency or like body pursuant to an Act of the Legislature;

(ii) reserves and funds required to be created or held by a Crown corporation, board, commission, agency or like body pursuant to an Act of the Legislature;

(d) make loans or advances to a Crown corporation, board, commission, agency or like body to which this Part applies, of any funds that the Corporation may consider desirable or that the Lieutenant Governor in Council may designate, for the operation of that Crown corporation, board, commission, agency or like body, but any moneys voted by the Legislature for a specified purpose shall be used only for that purpose;

(e) hold the shares acquired by the Corporation under subsection 21(5) and exercise all the rights of a shareholder with respect thereto;

(f) notwithstanding any other Act of the Legislature, levy and recover from a Crown corporation, board, commission, agency or like body to which this Part applies, such fees and other amounts as may be assessed to recover the costs of the Corporation in carrying out its objects, in exercising its powers and carrying out its duties under this or any other Act.

Further powers of Corporation.

21(2)

In addition to any other powers conferred on it by this or any other Act, the Corporation may

(a) subject to section 31 and any regulations under The Financial Administration Act, give directions respecting the auditing of accounts and the accounting principles to be applied by any Crown corporation, board, commission, agency or like body to which this Part applies;

(b) give directions respecting the conducting of special organizational reviews by Crown corporations, boards, commissions, agencies or like bodies to which this Part applies;

(c) review and approve long term corporate plans and capital expenditure proposals of a Crown corporation, board, commission, agency or like body to which this Part applies, give directions to ensure consistent practices among two or more Crown corporations, boards, commissions, agencies or like bodies where appropriate and provide such advice to the Lieutenant Governor in Council on such plans, requirements and practices as may be requested by the Lieutenant Governor in Council;

(d) have access at all reasonable times to the books, records, documents and other things of a Crown corporation, board, commission, agency or like body, to which this Part applies and the Corporation may, at any reasonable time, require the production of the same;

(e) have access to the auditor of any Crown corporation, board, commission, agency or like body to which this Part applies at any reasonable time and to any report of that auditor; and

(f) require the auditor of any Crown corporation, board, commission, agency or like body to which this Part applies to undertake additional audits or other work in relation to any such Crown corporation, board, commission, agency or like body and to report on that audit or other work;

(g) stipulate a rate of interest for and collect any interest due upon funds loaned or advanced by the Corporation to a Crown corporation, board, commission, agency or like body to which this Part applies that may be agreed upon by the Corporation and the Crown corporation, board, commission, agency or like body or that may be directed by the Lieutenant Governor in Council;

(h) provide any technical, accounting, clerical, industrial relations, legal or other services and advice that may be requested by a Crown corporation, board, commission, agency or like body to which this Part applies;

(i) do any other thing that may be necessary or incidental to carry out its objects and to the efficient exercise of the powers and performance of the duties set out in this or any other Act.

Third parties protected.

21(3)

Nothing in clauses (1)(a) and (b) affects the rights of any third party.

Deemed expense for purpose of The Public Utilities Act.

21(4)

Any amounts levied and recovered by the Corporation pursuant to the exercise of its powers under clause 21(1)(f) from a Crown corporation, board, commission, agency or like body to which this Part applies and that is subject to The Public Utilities Act shall, for the purposes of determining the operating costs of any such corporation, board, commission, agency or like body, be deemed to be an expense incurred in the carrying on of its business.

Acquisition of shares of Crown corporations.

21(5)

Notwithstanding any other Act of the Legislature, the Lieutenant Governor in Council may order that shares of a Crown corporation held by or on behalf of the Crown in right of Manitoba by any minister or other person pursuant to an Act of the Legislature be transferred to the Corporation and, where the Lieutenant Governor in Council so orders,

(a) that other Act shall be deemed to be amended by substituting the name of the Corporation for the minister or other person named in that other Act and the shares held by the minister or other person shall be deemed to be cancelled;

(b) the shares shall be transferred to the Corporation at a price equal to the value of such shares as reflected in the accounts of the government; and

(c) the Corporation shall issue to the Minister of Finance shares in the capital of the Corporation in an amount equal to the value of the shares transferred to it.

Issue of new shares to Corporation.

21(6)

Where shares of a Crown corporation are deemed to be cancelled under subsection (5), the Crown corporation shall issue, in the name of the Corporation, an equivalent number of shares of the same class and deliver them to the Corporation.

Deemed power to accept loans etc.

21(7)

Where the Corporation provides loans or advances or assistance to a Crown corporation, board, commission, agency or like body, the Crown corporation, board, commission, agency or like body is deemed to have from the coming into force of this Part the power to accept the loans or advances or assistance from the Corporation.

Duty to comply with directions.

21(8)

Where the Corporation gives a direction to a Crown corporation, board, commission, agency or like body, the Crown corporation, board, commission, agency or like body must comply with the direction given.

Authorized capital.

22(1)

The authorized capital of the Corporation shall consist of 10 million common shares without nominal or par value.

Issue of shares.

22(2)

The shares of the Corporation shall be issued as fully paid and non-assessable at such times in such manner and for such consideration as the board of directors may determine.

Issues of shares to Minister of Finance.

22(3)

The Corporation shall not issue any shares to anyone other than the Minister of Finance.

Acquisition of real property.

23(1)

Subject to the approval of the Lieutenant Governor in Council the Corporation may acquire by purchase, lease or otherwise any real property that it considers necessary for the efficient operation of its business and may sell, lease or otherwise dispose of any property that it considers to be no longer necessary for its purposes.

Acquisition of personal property.

23(2)

The Corporation may acquire by purchase, lease or otherwise any personal property, other than shares, that it considers necessary for the efficient operation of its business and may sell, lease or otherwise dispose of any property that it considers to be no longer necessary for its purposes.

Borrowing powers.

24(1)

The Corporation may, to the extent permitted by any other Act of the Legislature and with the approval of the Lieutenant Governor in Council, borrow money that the Corporation requires for its purposes including, without limiting the generality of the foregoing,

(a) the repayment or refunding of the whole or any part of any loan raised or securities issued by the Corporation under this Act;

(b) providing the moneys required by a Crown corporation for the acquisition of real and personal property, including shares, debentures, bonds and securities;

(c) reimbursing the consolidated fund for moneys advanced by the Minister of Finance to the Corporation by way of loan;

(d) the payment of the whole or any part of any loan or any liability or of any bonds, debentures or other securities or indebtedness whose payment is guaranteed or assumed by the Corporation;

(e) repaying in whole or in part any short term loans of the Corporation; and

(f) providing any moneys that may be required by the Corporation to carry out any of the powers conferred on it by this or any other Act.

Refunding and repayment of loans.

24(1.1)

Notwithstanding subsection (1), where approval has been given for the borrowing of money by an Act of the Legislature no further Act of the Legislature is required for

(a) the repayment, refunding or renewal of the whole or any part of any loan raised or securities issued by the Corporation under the authority of that Act; or

(b) reimbursing the consolidated fund for moneys advanced by the Minister of Finance to the Corporation by way of loan under the authority of that Act; or

(c) the payment of the whole or any part of any loan or any liability or of any bonds, debentures or other securities or indebtedness whose payment is guaranteed or assumed by the Corporation under the authority of that Act.

Issue of securities.

24(2)

For the purpose of any borrowing under subsection (1), the Corporation may issue bonds, debentures or other securities, bearing such rate or rates of interest and being payable as to principal and interest at such time or times, in such manner, in such place or places in Canada or elsewhere, and in the currency of such country or countries, as the Corporation, with the approval of the Lieutenant Governor in Council, may determine.

Resolution authorizing issue is conclusive evidence.

24(3)

The bonds, debentures and other securities mentioned in subsection (2) may be issued in such amounts as will realize the net amount required for the purposes of the Corporation and a recital or declaration in the resolution of the Corporation authorizing the issue of securities to the effect that the amount of the securities so authorized is necessary to realize the net amount required for the purposes of the Corporation is conclusive evidence of that fact.

Sale of certain securities.

24(4)

The Corporation may, with the approval of the Lieutenant Governor in Council, sell or otherwise dispose of any bonds, debentures or other securities mentioned in subsection (2) on any terms and conditions that may be considered advisable, or may charge, pledge, hypothecate, deposit or otherwise deal with them as collateral security.

Minister of Finance to negotiate.

24(5)

The Minister of Finance shall negotiate all loans to be made under subsection (1) and shall arrange all details and do, transact and execute all deeds, matters and things that may be required.

Reissue of securities.

24(6)

Any securities dealt with as collateral security pursuant to subsection (4), when redelivered to the Corporation or its nominees on and after payment, satisfaction, release or discharge in whole or in part of any indebtedness or obligation for which the securities may have been given as collateral, or when the Corporation again becomes entitled to the securities, may be treated by the Corporation as unissued and may, subject to the approval of the Lieutenant Governor in Council, be issued, reissued, charged, pledged, hypothecated or deposited from time to time upon any terms and conditions that the Corporation may consider advisable, or at its option be cancelled and fresh securities to the like amount and in like form may be issued in lieu thereof with the like consequences, and upon such issue or reissue a person entitled thereto shall have the same rights and remedies as if those securities had not been previously issued.

Minister of Finance to determine form.

24(7)

The Minister of Finance shall, with the approval of the Lieutenant Governor in Council, determine the form and manner of execution of any notes, bonds, debentures or other securities issued under this section.

Mechanical reproduction of seal and signature.

24(8)

The seal of the Corporation may be engraved, lithographed, printed or otherwise mechanically reproduced on any bonds, debentures or other securities to which it is to be affixed and any signature on any bonds, debentures or other securities, and on the coupons, if any, attached thereto, may be engraved, lithographed, printed or otherwise mechanically reproduced thereon.

Effect of mechanical reproduction.

24(9)

The seal of the Corporation when mechanically reproduced has the same effect as if it had been manually affixed and a mechanically reproduced signature is for all purposes valid and binds the Corporation, notwithstanding that any person whose signature is reproduced has ceased to hold office before the date of issue of the security or before its delivery.

Short term loans.

24(10)

Subject to the approval of the Lieutenant Governor in Council, the Corporation may borrow, by way of short term loans, from any chartered bank or, with the approval of the Minister of Finance, from any person including the Minister of Finance money upon any terms, for any purposes and upon any conditions that the Corporation may determine, by way of bank overdraft or line of credit, or by the pledging as security for such temporary loans of notes, bonds, debentures or other securities of the Corporation pending the sale thereof or in lieu of selling the same, or in such other manner as the Corporation may determine, and any cheques, promissory notes or other instruments that may be necessary or desirable in connection with the borrowing of money and the obtaining of advances by way of short term loans may be executed in any manner that the Corporation may determine.

Maximum amounts of short term loans.

24(11)

The total amount of loans outstanding under subsection (10) may not exceed $5, 000, 000. at any one time.

Loans in foreign currencies.

24(12)

Where, under the authority of this Act, the Corporation borrows money in the currency of any country other than Canada or in units of monetary value, the borrowing shall be deemed to be a loan within the meaning of section 64 of The Financial Administration Act and that section applies to any such borrowing.

Loans on credit of Government.

25(1)

To the extent permitted by any other Act of the Legislature, the Lieutenant Governor in Council may authorize the Minister of Finance to borrow, by way of loan upon the credit of the Government, by the issue and sale of bonds, debentures or other securities money that may be required for

(a) the repayment or refunding from time to time of the whole or any part of any loan raised or securities issued by the Corporation under this Act;

(b) providing the moneys required by a Crown corporation for the acquisition of real and personal property, including shares, debentures, bonds and securities;

(c) reimbursing the consolidated fund for moneys advanced by the Minister of Finance to the Corporation by way of loan;

(d) the payment of the whole or any part of any loan or any liability or of any bonds, debentures or other securities or indebtedness whose payment is guaranteed or assumed by the Corporation;

(e) repaying in whole or in part any short term loans of the Corporation;

(f) providing any moneys that may be required by the Corporation to carry out any of the powers conferred on it by this or any other Act.

Refunding and repayment of loans.

25(1.1)

Notwithstanding subsection (1), where approval has been given for the borrowing of money by an Act of the Legislature no further Act of the Legislature is required for

(a) the repayment, refunding or renewal of the whole or any part of any loan raised or securities issued by the Corporation under the authority of that Act; or

(b) reimbursing the consolidated fund for moneys advanced by the Minister of Finance to the Corporation by way of loan under the authority of that Act; or

(c) the payment of the whole or any part of any loan or any liability or of any bonds, debentures or other securities or indebtedness whose payment is guaranteed or assumed by the Corporation under the authority of that Act.

Terms of borrowing.

25(2)

Subject to this Act, money borrowed pursuant to subsection (1) shall be borrowed in accordance with The Financial Administration Act and may be borrowed for such term or terms as may be designated by the Lieutenant Governor in Council.

Advances to Corporation.

25(3)

The Minister of Finance shall advance to the Corporation for the purposes of this Act the moneys borrowed pursuant to this section in such amounts, at such times and on such terms as the Lieutenant Governor in Council may determine.

Guarantee.

26(1)

With the approval of the Lieutenant Governor in Council, the Government may guarantee the payment of the principal and interest of any notes, bonds, debentures or other securities issued by the Corporation and of any loans, indebtedness or evidences of indebtedness, temporary or otherwise, raised by the Corporation.

Terms, etc. of guarantee.

26(2)

A guarantee given under subsection (1) shall be on such terms and in such form and manner as the Lieutenant Governor in Council approves.

Liability on signing.

26(3)

A guarantee approved under subsection (1) shall be signed by the Minister of Finance or such officer or officers as may be designated by the Lieutenant Governor in Council and on the signing of the guarantee the government is liable for the payment of the principal and interest of the notes, bonds, debentures, securities, loans and other indebtedness according to the tenor thereof, and any guarantee so signed is conclusive evidence of compliance with the terms of this section.

Signature on guarantees.

26(4)

The signature of the Minister of Finance or of any officer or officers designated under subsection (3) may be engraved, lithographed, printed or otherwise mechanically reproduced, and the mechanically reproduced signature of any such person shall be conclusively deemed, for all purposes, to be the signature of that person and binds the Government of Manitoba notwithstanding that the person whose signature is so reproduced may not have held office at the date of the bonds, debentures, or other securities or at the date of the delivery thereof.

Excess moneys.

27(1)

When the Lieutenant Governor in Council so directs, the Corporation shall declare and pay to the Minister of Finance as a dividend any portion of the moneys administered by it that the Lieutenant Governor in Council considers to be in excess of the amount required for the purposes of the Corporation and any moneys so paid form part of the Consolidated Fund.

Investment.

27(2)

The Minister of Finance, at the request of and on behalf of the Corporation, may

(a) invest any part of the capital or operating moneys of the Corporation in any document evidencing indebtedness or in any security or class of securities mentioned in section 19 of The Financial Administration Act; and

(b) dispose of the investments in any manner, on any terms and in any amount that it considers expedient.

Establishment of sinking fund.

28(1)

The Corporation shall reserve and set aside out of the revenue and funds of the Corporation

(a) such annual or other periodic amounts as may be required to be reserved and set aside as a sinking fund under any agreement or undertaking entered into, or assumed, by the Corporation or the responsibility for the performance or implementation of which is an obligation of the Corporation, relative to the repayment of money borrowed by the Corporation; and

(b) such additional annual or other periodic amounts as the Lieutenant Governor in Council may direct to be reserved and set aside as a sinking fund for the repayment of any other money borrowed by, or advanced to, the Corporation and applied to the cost of acquisition or development of properties of the Corporation, or indebtedness the liability for the repayment of which is an obligation of the Corporation in respect of the cost of any properties or development thereof or otherwise.

Payment to Minister of Finance.

28(2)

The money reserved and set aside in each fiscal year for sinking fund purposes under subsection (1) shall be paid to the Minister of Finance as trustee for the Corporation and the Minister of Finance shall establish an appropriate sinking fund account for the purpose.

Investment by Minister of Finance.

28(3)

The Minister of Finance shall invest and keep invested the money paid to the Minister of Finance pursuant to subsection (2) in securities authorized by The Financial Administration Act for the investment of funds and shall apply them towards the repayment of advances made to, and money borrowed or assumed by, the Corporation or indebtedness liability for the repayment of which is an obligation of the Corporation and to which reference is made in subsection (1), as they fall due.

Re-investment.

28(4)

The Minister of Finance shall invest and reinvest the earnings from the investment of the money reserved and set aside under subsection (1) and paid to the Minister of Finance.

Fiscal year.

29

The fiscal year of the Corporation ends on December 31 in each year.

Banking.

30

The Corporation may make such banking arrangements as the board of directors considers necessary for the conduct of the affairs of the Corporation.

Accounting records.

31

The board shall establish and maintain accounting records for the Corporation in accordance with the recommendations of the Canadian Institute of Chartered Accountants.

Audit.

32(1)

The accounts of the Corporation shall be audited and reported on by an auditor (who may be the Provincial Auditor) appointed by the Lieutenant Governor in Council and the cost of the audit shall be paid by the Corporation.

Special audits and reports.

32(2)

The Lieutenant Governor in Council or the Provincial Auditor may at any time order an audit or investigation into the business and affairs of the Corporation and the making of a report thereon.

Annual report.

33

The board shall annually, within five months after the end of the fiscal year of the Corporation, make a report to the minister on the operations of the Corporation during that year and the report shall include the audited financial statements of the Corporation together with such other information as the Lieutenant Governor in Council may request.

Tabling of report in the Assembly.

34

The minister shall lay a copy of the report of the board made pursuant to section 33 before the Legislative Assembly forthwith after the minister receives it, if it is then in session, and if not, then within 15 days of the commencement of the next ensuing session thereof and the report stands permanently referred to the Standing Committee on Public Utilities and Natural Resources of the Legislative Assembly.

The Corporations Act.

35

The Corporations Act does not apply to the Corporation.

The Civil Service Act.

36(1)

The Civil Service Act does not apply to the Corporation or the officers and employees of the Corporation.

Civil Service Superannuation Act applies.

36(2)

The Civil Service Superannuation Act applies to the officers and employees of the Corporation.

PART III

CONSEQUENTIAL AMENDMENTS AND GENERAL

Manitoba Data Services Act.

37

Section 24 of The Manitoba Data Services Act being chapter D15 of the Continuing Consolidation of the Statutes of Manitoba is repealed and the following substituted therefor:

Funds of government and commission not to be mixed.

24(1)

Except as specifically provided in this Act or in Part II of The Crown Corporations Accountability Act, the funds of the commission shall not be employed for the purposes of the government or any other agency of the government as that expression is defined in The Civil Service Act, and the funds of the government shall not be employed for the purposes of the commission except as advances to the commission by the government by way of loan or as a result of guarantees by the government of indebtedness of, or assumed by, the commission or liability for the repayment of which is an obligation of the commission.

Manitoba Hydro Act.

38

Subsection 43(3) of The Manitoba Hydro Act being chapter H190 of the Continuing Consolidation of the Statutes of Manitoba is repealed and the following substituted therefor:

Funds of government and corporation not to be mixed.

43(3)

Except as specifically provided in this Act or in Part II of The Crown Corporations Accountability Act, the funds of the corporation shall not be employed for the purposes of the government or any agency of the government as that expression is defined in The Civil Service Act, other than the corporation; and the funds of the government shall not be employed for the purposes of the corporation except as advances to the corporation by the government by way of loan or as a result of a guaranty by the government of indebtedness of, or assumed by, the corporation or liability for the repayment of which is an obligation of the corporation.

Manitoba Public Insurance Act

39

Subsection 8(2) of the Manitoba Public Insurance Corporation Act being chapter A180 of the Continuing Consolidation of the Statutes of Manitoba is repealed and the following substituted therefor:

Restriction on use of moneys by government.

8(2)

No moneys, funds, reserves, investments or property of the corporation may be taken, used or appropriated by the government of Manitoba for any purpose whatever,

(a) except as provided under section 6.6, in repayment of advances by or moneys borrowed from the government of Manitoba and interest thereon, or

(b) except in accordance with Part II of The Crown Corporations Accountability Act but no moneys, funds, reserves, investments or property of the Corporation may be taken, used or appropriated under that Part where those moneys, funds, reserves, investments or property are or were derived by the corporation from the activity of automobile insurance for which premiums are prescribed in the regulations.

Fiscal year end of corporations.

39.1

Notwithstanding any other Act of the Legislature or the by-laws of any Crown corporation named in the Schedule, the fiscal year of a corporation to which Part I 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 of the Legislature 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.

Reference in Continuing Consolidation.

40

Parts I and II of this Act may be cited as The Crown Corporation 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 C335 of those Statutes.

Coming into force.

41

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


SCHEDULE

A. E. McKenzie Co. Ltd.

Channel Area Loggers Ltd.

Communities Economic Development Fund

Manfor Ltd.

Manitoba Data Services

Manitoba Development Corporation

Manitoba Energy Authority

Manitoba Hazardous Waste Management Corporation

Manitoba Hydro

Manitoba Liquor Control Commission

Manitoba Mineral Resources Ltd.

Manitoba Oil and Gas Corporation

Manitoba Public Insurance Corporation

Manitoba Telephone System

Moose Lake Loggers Ltd.

Venture Manitoba Tours Ltd.