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Atlantic Lottery Corporation

Department

Finance

Authority

Unanimous Shareholders Agreement Lotteries Act

Remuneration

The ALC will remunerate independent Directors when they conduct business on behalf of the corporation, to recognize their role in providing corporate stewardship, oversight and protection of the shareholders' interests. According to the by-laws of the Corporation: Non-Independent Directors will not receive any remuneration from the Corporation for their services as Directors. Independent Directors will receive remuneration from the Corporation for their services as Directors, as fixed by the Board and on terms established by the Board. The current ALC Board Remuneration Policy is as follows: Independent Chair of the Board will receive a $15,000 annual retainer plus $500 fee for each of the following functions: Chairing a Board or Board Committee meeting; Preparation for a meeting and attending a Board or Committee meeting and $250 for conference calls. Independent Directors will receive a $500 director's fee each day while conducting ALC business; $500 for attending a Board or Committee meeting; $500 for preparation for a Board or Committee meeting; $500 for chairing a Board or Committee meeting and $250 for conference calls. Director expenses for travel to Board meetings and ALC business are reimbursed in accordance with ALC's travel policies and standard.

Purpose:

In 1976, 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 three Atlantic Provinces to establish the Atlantic Lottery Corporation (ALC). The purpose of the ALC is to provide safe and responsible products for those Atlantic Canadians who choose to participate in lottery games. All profits earned by the ALC are returned to its shareholders and used to support the funding of essential services and infrastructure. The ALC shareholders are as follows:

  • New Brunswick Lotteries and Gaming Corporation
  • Nova Scotia Provincial Lotteries & Casino Corporation
  • Prince Edward Island Lotteries Commission
  • Province of Newfoundland and Labrador

The ALC Board of Directors determines the strategic direction and corporate policies, oversees business operations, and approves the annual business plan, operating and capital budgets. Assisted by the Audit Committee, the Board oversees the management of Atlantic Lottery’s internal controls and financial systems. Overall duties and responsibilities of the Board include:

Strategic Planning & Budgeting

  • Review and approve, on at least an annual basis, ALC’s strategy and business plans.
  • Approve ALC’s annual operating and capital budgets.
  • Monitor the performance results of the Corporation including Management’s implementation of the strategy and business plan.

Financial Matters & Internal Controls:

  • Oversee (with the assistance of the Audit Committee) the management of the quality and integrity of ALC’s accounting and financial reporting systems, disclosure controls and procedures, internal controls and management of information systems.
  • Review recommendations from the Audit Committee on the appointment of the annual independent auditor for ALC and submit the recommendation to the Shareholders for approval.

Human Resources

  • Oversee ALC’s approach to human resource management, including ALC’s overall compensation policies and succession plans.
  • Approve the President & CEO’s compensation.
  • Review compensation plans for Senior Management to ensure ALC can attract and retain qualified management.

Risk Management

  • Ensure Management has a process in place to identify and assess the principal risks to the business and to ensure the appropriate systems, tactics, and plans are implemented to effectively manage those risks.

President & CEO Evaluation

  • Select, appoint and on a regular basis assess the performance of the President & CEO.
  • Develop and update the CEO Job Description and specific performance deliverables.

Independent Chair Evaluation

  • The Board has the responsibility to assess the performance of the Board Chair on an annual basis.

Corporate Governance

  • Monitor and oversee the effectiveness of ALC’s governance practices and ethical standards, including:
  • the establishment of a corporate governance manual
  • the establishment of corporate ethical practices and standards, including a Code of Conduct, Anti-Fraud policy, Conflict of Interest Policy & processes for employees to elevate ethical concerns & issues

Social Responsibility

  • Ensure that social responsibility policies are in place that are effective and that support ALC’s overall strategy and goals.

Board Performance Assessment

  • Ensure a process is in place to annually assess the effectiveness of the Board, the Board Committees, Board and Committee Chairs and Individual Directors and to address performance matters.
  • Ensure that formal and informal training opportunities related to Board skills and competencies are made available to Individual Directors as required.

Government & Stakeholder Communication

  • Ensure that ALC has a plan/policy in place to enable Management and the Board to communicate effectively with the government, stakeholders and the public in general.
  • Ensure the financial performance of the Corporation is adequately and promptly reported to the government and public.
  • Report to the Shareholders on the performance of the Board for the previous year.

The following are regular business functions and general authority of the Board of Directors:

  • Appoint ALC’s bank and designates officers and/or other persons to transact banking business on behalf of ALC
  • Establish the manner and terms and conditions of bonding of all ALC officers and employees
  • Work with Management to review and approve policies to guide ALC Management that are consistent with the authorities contained in the Governing Documents, and which are in accordance with the business conduct and ethical standards of the organization.
  • May establish other ALC offices and agencies elsewhere in Canada, in addition to the head office of the Corporation, which is located in Moncton, New Brunswick
  • Determine the form of the corporate seal of the Corporation
  • Direct the manner in which, and the persons by whom deeds, transfers, assignments, contracts, obligations and other instruments in writing or any class of such items shall be signed

Each of the Atlantic Provinces owns one (1) of the four (4) common shares of ALC. Under the Unanimous Shareholder Agreement, each of the Atlantic Provinces has appointed ALC as its agent: Nova Scotia has appointed ALC as its agent to operate lotteries in Nova Scotia while New Brunswick, Newfoundland and Labrador, and Prince Edward Island have each appointed ALC as its agent to manage, conduct and operate lottery schemes on behalf of each Province.

Structure:

Pursuant to the General By-Laws, each Shareholder is entitled to appoint up to three Directors, two of which are to be Independent Directors and only one of which shall be a Non-Independent Director. An Independent Director is a Director that is not:

  • A director, officer or employee of a Shareholder
  • A public servant in the Province of the Shareholder who appointed such director
  • An elected official in the Province of the Shareholder who appointed such director

A Non-Independent Director is one who is not an Independent Director.

The Government of Newfoundland and Labrador’s Non-Independent Director is appointed as the Deputy Minister (or their delegate) of the Department of Finance. The two Independent Director appointments are therefore subject to this independent appointments process.

The Board appoints an independent Chair to hold office for a term as determined by the Board. The Chair of the Board cannot be a current member of the Board nor an officer of the Corporation. The Chair of the Board is a non-voting member and cannot be a current member of the Board nor an officer of the Corporation.

The elected officers of the Corporation include a Vice-Chair and Secretary and such other officers that the Board of Directors may determine by By-Law. The Board of Directors will appoint the Vice-Chair and Secretary at the first Directors’ Meeting following the Annual Shareholders’ Meeting at the AGM and they will hold office for one year.

Additionally, it should be noted that the three Directors appointed to the ALC by the Government of Newfoundland and Labrador are also eligible for appointment to the Interprovincial Lottery Corporation (ILC). As a Shareholder to the ILC, the Government of Newfoundland and Labrador appoints one Director to the Board of Directors for the ILC to serve as the Shareholder’s representative. This appointment is chosen from one of the three ALC appointments. For more information about the ILC, please refer to the online board profile for the ILC http://www.exec-abc.gov.nl.ca/public/agency/detail/?id=585& 

Competency Profile:

The Board of Directors should collectively possess the following competencies to support its responsibility for stewardship of the ALC:

Competency

Focus Area

Required Experience

Government Operations and Knowledge

Understanding of government structure from a perspective other than working in Government

·  Experience in a regulated industry

·  Understands how to approach/work with Government

Financial/Accounting Leadership

Understanding of financial operational management, financial reporting and knowledge of other issues associated with disclosure and auditing requirements for Crown Corporations

·  Experience in a similarly complex organization

Technology Management

Knowledge and/or experience in the strategic use of technology; information privacy and cyber and security risk management

·  Law/governance/forward focus

·  Expertise in the delivery of consumer

Marketing Leadership

Knowledge and/or experience in the area of marketing, eCommerce, advertising, promotions, corporate communications, social media, media relations, and crises management.

·  Consumer goods/services

Legal

Corporate lawyer

·  Corporate law in a similarly complex  organization

·  Contract law, employment law

Commercial Enterprise – Executive Leadership or Entrepreneurship

A broad range of commercial/business experience, in areas including communications, marketing, branding and business systems, practices and improvement

· Experience in a similarly complex organization

· Experience in a competitive environment

· National or international exposure

· Transformation or turnarounds (critical skill)

·  HR experience

Strategic Focus

Ability to think strategically and identify and assess strategic opportunities, with a focus on longer term goals and outcomes, including a strong understanding of the alignment with AL’s vision, strategic objectives, business plans & budgets.

·  Experience in a similarly complex organization

·  Senior leadership/Board experience

Risk Management/Assessment

Ability to identify key risks to the organization in a wide range of areas, including legal and regulatory, and ensure that management has implemented the appropriate systems to manage and monitor risk.

·  Ability to identify key risks to the organization in a wide range of areas, including legal and regulatory, and ensure that management has implemented the appropriate systems to manage and monitor risk.

Qualifications:

While there are no specific qualifications required for eligibility to serve on the ALC Board of Directors, the following assets have been identified:

  • Established creditability in the Province and/or the Atlantic Canadian marketplace
  • Knowledge of the lottery industry
  • Other similar board experience (such as complexity, multi-jurisdictional perspective, and commercial crown corporation)

Additionally, the Board of Directors should possess the following personal attributes:

  • Ethics and Values - Adheres to an appropriate and effective set of core values and beliefs during both good and bad times; acts in line with those values; rewards the right values and disapproves of others; and practices what he/she preaches.
  • Perseverance - Pursues everything with energy and drive, and the need to finish; and seldom gives up before finishing especially in the face of resistance and setbacks.
  • Perspective - Looks towards the broadest possible view of an issue/ challenge; has broad ranging personal and business interests and pursuits; can easily pose future scenarios; can think globally; and can discuss multiple aspect and impacts of issues and project them into the future.
  • Presentative Skills - Is effective in a variety of presentation settings; commands attention and can manage group process during a presentation; and can change tactics midstream when something isn’t working.
  • Teamwork – Is a team player that makes a genuine and active contribution.
  • Listening - Practices attentive and active listening; has patience to hear people out; and can accurately restate the opinions of others even when he/ she disagrees.
  • Conflict Management - Steps up to conflicts, seeing them as opportunities; reads situations quickly; good at focused listening; settle disputes equitably; and can find common ground and get cooperation with minimum noise.

Time Commitments:

Meetings of the Board may be held at such time and place as may be determined by the Directors. Board meetings can be held within the jurisdiction of any Shareholder and are typically a maximum of one day in length. Board books are emailed to members one week prior to each meeting.

Board Meetings

  • ALC Board members typically meet 7 months/year for a full Board meeting. These meetings are half-day meetings with a few hours of preparation time.

Sub-Committee Meetings

  • Directors may also be expected to participate on the Board’s three sub-committees. The sub-committees are as follows:
  • Audit Committee
  • Organizational Development and Social Responsibility Committee
  • Governance Committee

 Note:    The role and mandate of the sub-committees are explained below (see section titled Additional Information).

  • Sub-committee members meet anywhere from 4-5 times/year. These meetings are half-day meetings with a few hours of preparation time. Sub-committee Chairs have some additional preparation time in order to facilitate the meetings.

Conference Calls

  • On occasion between meetings, a conference call may be organized for the full Board or Committee. This is normally to address a specific, time-sensitive agenda topic. Some preparation would be required.

Ongoing Education

  • There are also conferences, training and other educational sessions offered to Directors throughout the year as part of Board Development.

Term:

Each Director is appointed for a three year term. Appointments are made at the annual general meeting of the Corporation. Directors hold office until the third annual meeting of the Corporation following the date of such appointment. The annual general meeting is typically held in June and its location rotates between the jurisdictions of the Shareholders.

The Directors appointed by each Shareholder will serve staggered terms and to give effect to such staggered terms, the term of each Director appointed by the Shareholder will commence as follows:

  • The Non-Independent Director will be appointed to hold office until the next annual general meeting following the date of such appointment
  • One Independent Director will be appointed to hold office until the second annual general meeting following the date of such appointment
  • One Independent Director is appointed to hold office until the third annual general meeting following the date of such appointment

Thereafter, except where a Director is appointed to fill a vacancy, Directors will be appointed for three year terms.

Additional Information:

There are three sub-committees of the ALC Board of Directors. The purpose of these sub-committees is as follows:

1.0          Audit Committee

The Audit Committee provides oversight of the following responsibilities:

  • Integrity of the ALC’s financial statements and related information
  • Compliance with legal, ethical and regulatory requirements
  • Assurance of the external auditor’s qualifications and independence
  • Performance of the ALC’s internal audit function and external auditors 
  • Management of enterprise risk including strategic, operational and financial
  • Adequacy and effectiveness of internal controls

Note - The Audit Committee Chair must have a Certified Public Accountant designation

2.0          Organizational Development & Social Responsibility (OD/SR) Committee

The OD/SR Committee:

  • Assists the Board in fulfilling its obligations related to organizational development, human resources management and compensation matters
  • Provides a focus on social responsibility policies that will enhance the ALC’s performance by overseeing the ALC’s corporate social responsibility policy activities and outcomes

Note - The OD/SR Committee Chair must have extensive experience in human resource management and social responsibility.

3.0          Governance Committee

The Governance Committee:

  • Implements and oversees Board and Committee assessment processes
  • Makes recommendations regarding Board effectiveness
  • Establishes and leads the process for developing director criteria and making recommendations related to candidates for appointment to the Board
  • Provides oversight and tools for ongoing director development and performance evaluation

Note - The Governance Committee Chair must be a certified director.

Current Members:
NameTitleAppointment TypeAppointment Date (yyyy/mm/dd)Expiry Date (yyyy/mm/dd)
Byrne, Ms. JanisDirector of the BoardMinisterial2017-04-132020-04-13
Davis, Mr. Geoffrey PaulDirectorMinisterial2017-04-132019-04-13
Deputy Minister of Finance or his/her designateMemberMinisterial2013-11-21Not Applicable

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