The Board of Directors shall be composed of not less than 5 and not more than 14 persons, appointed by the Lieutenant Governor in Council, who shall hold office during pleasure only and are eligible for reappointment. Directors appointed to the board continue to serve until such time as they are reappointed or replaced.
Hydro, a Nalcor Energy company, is a provincial Crown corporation continued in 2007 under an act of the Legislature of the Province of Newfoundland and Labrador. Hydro is the primary generator of electricity in the province. The company has an installed generating capacity of 1,792 megawatts. Over 80% of the energy generated is clean, hydroelectric generation. Hydro sells its power to utility, industrial and 38,000 residential and commercial customers in over 200 communities across the province.
The majority of Hydro’s business is regulated by the Newfoundland and Labrador Board of Commissioners of Public Utilities (PUB) and its electricity rates are set through periodic general rate applications. The regulated portion of the company includes the generation, transmission and distribution of electrical power and energy to utility, residential and commercial customers, as well as island industrial customers. The non???regulated activities of Hydro include electricity sales to industrial customers in Labrador west.
Hydro’s regulated assets include: nine hydroelectric generating stations (939 MW), one oil-fired plant (490 MW), four gas turbines (248.5 MW), and 25 diesel plants (55 MW). The company also maintains 54 high-voltage terminal stations, 25 lower-voltage interconnected distribution stations, and thousands of kilometres of transmission and distribution lines. These generating assets and the network of transmission and distribution lines bring electricity to communities throughout Newfoundland and Labrador.
(For additional information on the role of NL Hydro, please visit https://www.nlhydro.com)
The structure for the Board of Directors for Hydro is prescribed in Section 6 of the Hydro Corporation Act. There is additional information on the appointment of the Chairperson in sections 7 & 9. These sections are provided below.
Board of Directors
6. (1) For the exercise and discharge of the powers and duties of the corporation, there shall be a board of directors comprised of not less than 5 and not more than 14 persons.
(2) The directors shall be appointed by the Lieutenant-Governor in Council, shall hold office during pleasure only and are eligible for reappointment.
(3) Except where otherwise prescribed under this Act, the corporation may exercise its powers by a resolution of the board.
(4) The directors shall be paid the salary or other remuneration that the Lieutenant-Governor in Council may determine, and the salary or remuneration together with all reimbursable expenses shall be paid by the corporation out of its funds.
(5) Where a vacancy occurs on the board because of the death, illness, resignation, removal of a member, or for another reason, the Lieutenant-Governor in Council may appoint a person to fill the vacancy.
(6) Exercise of the powers of the corporation is not impaired because of a vacancy on the board.
(7) Until the board makes other provision under section 10, a majority of the directors who then hold office constitutes a quorum of the board.
(8) Notwithstanding that it is afterward discovered that there was some defect in the appointment or qualification of a person purporting to be a director, all acts done by the corporation and the board shall be as valid as if that defect had not existed.
Chairperson and CEO
7. (1) There shall be a chairperson of the board to be appointed by the Lieutenant-Governor in Council from among the directors.
(2) The chairperson holds office for the period and under the terms and conditions that may be prescribed by the Lieutenant-Governor in Council or in an agreement made under section 9, and shall vacate office in accordance with those terms and conditions.
9. (1) With the approval of the Lieutenant-Governor in Council the corporation may enter into an agreement with a person that provides for his or her appointment to the office of chairperson or chief executive officer of the corporation.
(2) An agreement under this section may prescribe the terms and conditions of appointment to the office and the term, tenure and remuneration, including the salary, pension and other rights and benefits that the appointee is to receive and the terms and conditions under which the appointment may be terminated and by whom before the expiration of the term of the appointment.
(3) A person with whom an agreement is made under this section in relation to an office
(a) holds that office in accordance with the agreement and shall vacate it or them accordingly; and
(b) does not, by reason only of the appointment to that office, become an employee of the province.
Legally there are three other subsidiary boards under the authority of NL Hydro. They are Churchill Falls (Labrador) Corporation (65.8% ownership,), Lower Churchill Development Corporation (51% ownership) and Twin Falls Power Corporation (33.33% ownership). Individuals are appointed to these boards by the shareholders of those companies.
Those who make up the Hydro’s Board should collectively possess the following core competencies:
Judgment and Risk Assessment Savvy
Senior Leadership Business Acumen
General Educational Requirements
All individuals appointed to the board are expected to hold the following requisite competencies and experiences:
Strong Conceptual Skill and Intellectual Insight
Hydro Values Orientation
Sophistication and Sensitivity in Dealing with Multi-Stakeholder Environments
Hydro Board members tend to meet approximately 5 times per year. Board members are also expected to spend additional time to review materials and prepare for Board meetings.
The directors are appointed by the Lieutenant-Governor in Council. They hold office during pleasure only and are eligible for reappointment.
The Hydro Board is currently comprised of interim appointments. The board is seeking to 8 positions with expressions of interest being sought from individuals who possess the background, experience and skill-set identified in the board profile and who can bring unique perspectives to the table. Consideration will also be given to a variety of demographic factors to ensure the board is representative of the population they serve.