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S.M. 2014, c. 7
Bill 21, 3rd Session, 40th Legislature
The Churchill Arctic Port Canada Act
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(Assented to June 12, 2014)
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:
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
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.
Except as otherwise provided in the regulations, The Corporations Act does not apply to the corporation.
The corporation is not an agent of the Crown.
CORPORATION'S MANDATE AND POWERS
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.
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.
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
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.
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.
The board is to consist of the number of directors specified in the regulations appointed in accordance with the regulations.
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.
The directors are to be appointed for the term specified in the regulations.
The directors are to be paid remuneration and expenses in accordance with the corporation's by-laws.
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.
The chair of the board and a vice-chair must be elected by the directors of the board from among themselves.
The vice-chair has the authority of the chair when the chair is absent or unable to act, or when authorized by the chair.
The board may make by-laws respecting the conduct and management of the corporation's business and affairs.
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.
(a) must establish a governance committee, a finance and audit committee and any other committees that are required by the regulations; and
(b) may establish any other committee it considers necessary or advisable.
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.
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
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.
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.
For each fiscal year, the board must adopt a business plan that includes the following information:
A description of the major activities and objectives of the corporation for that year, including the budget, policies and strategies for achieving those objectives.
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.
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.
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.
The board must appoint an independent auditor to audit the records, accounts and financial transactions of the corporation for each fiscal year.
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.
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.
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.
A regulation under subsection (1) may be general or particular in its application.
C.C.S.M. REFERENCE AND COMING INTO FORCE
This Act may be referred to as chapter C104 of the Continuing Consolidation of the Statutes of Manitoba.
This Act comes into force on a day to be fixed by proclamation.
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