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Interprovincial Lottery Corporation Board of Directors

Department

Finance

Authority

Unanimous Shareholders Agreement Lotteries Act

Remuneration

ILC directors are provided a $400 per diem rate for each day they attend a Board of Directors meeting. This amount is meant to provide coverage for travel related expenses such as hotel, meals and ground transportation. It does not include airfare. However, in the event that an independent director is appointed to the ILC Board of Directors, the ALC supplements the per diem according to the ALC remuneration policy which is as follows: $500 per day to attend a board of directors meeting; $500 (in total) to prepare for a board of directors meeting and $250 (in total) to participate in a conference call.

Purpose:

In 1985, under the authority of section 3(c) of the Lotteries Act, the Government of Newfoundland and Labrador entered into an agreement (the Unanimous Shareholders Agreement) with the other nine provincial jurisdictions to establish the Interprovincial Lottery Corporation (ILC).

The ILC was established by the provincial jurisdictions to operate joint lottery games across Canada. The ILC is a corporation incorporated under the Canada Business Corporations Act. Its outstanding share capital presently consists of ten common shares, one of which has been issued to each of the Shareholders as follows:

  • Government of Alberta
  • Government of British Columbia
  • Government of Manitoba
  • Government of New Brunswick
  • Government of Newfoundland and Labrador
  • Government of Nova Scotia
  • Government of Ontario
  • Government of Prince Edward Island
  • Government of Quebec
  • Government of Saskatchewan

Each province is individually responsible for marketing the national games within its own jurisdiction and profits are returned to its shareholders in accordance with the Unanimous Shareholders Agreement and used to support the funding of essential services and infrastructure.

The main duties and responsibilities of the Shareholders are:

  • To appoint members of the ILC Board of Directors to undertake corporate governance and fiduciary responsibilities. To the extent feasible, when appointing directors, shareholders are asked to take into account attributes identified by ILC as desired competencies and/or experience sought on the Board. The Board is accountable to the Shareholders.
  • To appoint the external Auditors of ILC on an annual basis. The Auditors are accountable to the Shareholders.
  • To receive and review the reports of the Board and Auditors, to satisfy the Shareholders that ILC’s governance is working effectively.
  • To provide input and counsel to ILC, from time to time, through its Board and Executive Committee, on the purpose(s) and objective(s) of the Shareholders as owners of ILC, so that these can be taken into consideration as ILC develops its strategic plans.

Structure:

Pursuant to the Unanimous Shareholder’s Agreement, the Shareholders have the right to elect the board of directors to the ILC. The number of directors appointed by each Shareholder is as follows:

Alberta   1

British Columbia  3

Manitoba  1

New Brunswick  1

Newfoundland and Labrador   1

Nova Scotia   1

Ontario   4

Prince Edward Island  1

Quebec   4

Saskatchewan   1

Furthermore, the Presidents of the Western Canada Lottery Corporation; Ontario Lottery and Gaming Corporation; Société des lotteries du Quebec; Atlantic Lottery Corporation; and the British Columbia Lottery Corporation are also elected to the Board of Directors to the ILC. These presidents serve as the executive committee. The president of the ILC is elected among the members of the executive committee with the understanding that the president will not come from the same region as the Chairman of the ILC.

The Government of Newfoundland and Labrador selects its shareholder representative to the ILC from the appointments made to the Board of Directors to the Atlantic Lottery Corporation (ALC). Three Directors are appointed to the ALC by the Government of Newfoundland and Labrador, two of which are Independent Directors and only one of which is a Non-Independent Director. The Non-Independent Director is appointed as the Deputy Minister of the Department of Finance (or his or her delegate). The ILC appointment is chosen from one of the three directors appointed to the ALC.

For further information about the ALC and the appointment process for their Board of Directors, please refer to the online board profile http://www.exec-abc.gov.nl.ca/public/agency/detail/?id=587&

Competency Profile:

Please refer to the competency profile section of the ALC board profile http://www.exec-abc.gov.nl.ca/public/agency/detail/?id=587& for a complete listing of the competencies required to support the stewardship of the ILC.

Qualifications:

Please refer to the qualifications section of the ALC board profile http://www.exec-abc.gov.nl.ca/public/agency/detail/?id=587& for a complete listing of the desired assets and personal attributes.

Time Commitments:

Immediately after the annual meeting of shareholders in each year, a meeting of the elected directors may be held, provided that they constitute a quorum, without notice, for the appointment of officers of the Corporation and the transaction of such other business as may come before the meeting.

Subject to the provisions of any resolution of the Board of Directors, meetings of the Board of Directors may be called at any time by the Board of Directors itself, the Chairman of the Board or the President or any two directors and notice of the time and place for holding any meeting of the Board of Directors shall be given at least 48 hours prior to the time fixed for the meeting. Any meeting so called may be held at the registered office of the Corporation or any other which shall have been fixed by the Board of Directors.

While the meeting schedule of the Board of Directors will vary from one year to the next, it is reasonable to anticipate approximately 3 to 4 meetings a year, which typically take place at the ILC headquarters in Toronto, Ontario. Additionally, directors may be expected to participate on one of the following Board sub-committees:

  • Audit and Risk Management
  • Governance/HR
  • Fiscal Relations

Note:    The requirement for the above sub-committees may vary from one year to the next.

The frequency of sub-committee meetings vary from one year to the next, but typically occur 3 to 4 times a year. These meetings may be face-to-face at ILC headquarters in Toronto or via video/teleconference.

The Executive Committee of the Board typically meets 5 to 6 times per year, usually at ILC headquarters in Toronto.

Term:

The ILC by-laws require that the election of directors take place at each annual meeting of shareholders, at which time, all ILC current directors retire their position, and if qualified, become eligible for re-election.

However, as stated above, the shareholder representative for the Government of Newfoundland and Labrador is chosen from one of the three directors appointed to the ALC. These appointments are for three years. It is therefore reasonable to assume that the term of the ILC director will be consistent with the term appointment for the directors appointed to the ALC.

Current Members:
NameTitleAppointment TypeAppointment Date (yyyy/mm/dd)Expiry Date (yyyy/mm/dd)
Byrne, Ms. JanisDirectorMinisterial2017-04-132018-04-13
Director of Tax PolicyMemberMinisterialNot Applicable

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