Newfoundland and Labrador Hydro-Electric Corporation Board of Directors

Department

Authority

Remuneration

Purpose:

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)

Structure:

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.

Service Contract

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.

Competency Profile:

Those who make up the Hydro’s Board should collectively possess the following core competencies:

 Judgment and Risk Assessment Savvy 

• Ability to effectively oversee Hydro’s overall financial strategy;
• Up-to-date knowledge of Canadian and international hydroelectric businesses;
• Experience with multiple perspectives on risk and risk management; and
• Ability to understand the unique investment and maintenance characteristics of long term assets and infrastructure.

 Senior Leadership Business Acumen 

• Experience in managing an increasingly complex organization, including success in overseeing at a board/senior leadership level an organization’s infrastructure (i.e., HR, Finance, IT, electricity assets, etc.);
• Senior leadership experience in regulatory administration and compliance;
• Senior leadership experience in major capital project developments.

 Diversity 

• Direct experience in working with indigenous individuals, governments and organizations;
• Exposure/experience in working with visible minorities;
• Demonstrated knowledge of gender equity and the strategies that support gender balance;
• Able to bring a diverse perspective to the board;
• Demonstrated cultural competence; and
• Understanding of the role of the board in supporting gender equity and diversity.

 General Educational Requirements 

• Corporate Governance
• Electrical Engineering Expertise
• Large Scale Infrastructure Development Expertise
• Regulatory and Energy Economics Expertise
• Project Management Certification
• Financial Expertise
• Legal Expertise
• Human Resources and Labour Relations
• Environmental Management
• Safety/Emergency Management

Qualifications:

All individuals appointed to the board are expected to hold the following requisite competencies and experiences:

 Strong Conceptual Skill and Intellectual Insight 

• Ability to assimilate, understand and effectively monitor Hydro’s approach to business and the drivers of its success;
• Evident intellectual interest in, and commitment to, understanding Hydro’s business;
• High level of analytical capability; and
• Willingness and capability to delve into and understand complex business dealings and long term investments.

 Hydro Values Orientation 

• Ability to communicate openly and foster an environment where information moves freely in a timely manner;
• Demonstrates a high level of accountability through holding oneself responsible for actions and performance;
• Evident commitment to safety by protecting oneself, colleagues and the community;
• Committed to being sincere and demonstrates honesty and trust;
• Evident teamwork capabilities;
• Shows respect and dignity by appreciating the individuality of others;
• Demonstrates a clear understanding of corporate social responsibility;
• Ability to provide leadership and empower individuals; and
• High ethical standards and integrity in professional dealings.

 Board-Level Contributor 

• Accomplished senior business or professional leadership experience;
• Experience in contributing effectively to strategy discussions and their implementation;
• Tolerance for ambiguity (i.e., comfort in making decisions with imperfect information in highly changeable external circumstances);
• Experience in making decisions that are long term in nature;
• Experience in the leadership, oversight, attraction and retention of talent;
• Expertise and familiarity with financial information, public accountability, performance metrics, and reporting; and
• Able to bring a diverse perspective to the board. 

Sophistication and Sensitivity in Dealing with Multi-Stakeholder Environments 

• Experience and reputation for success in operating at the interface of the private sector, regulatory environment and public policy/public stewards; and
• Ability to contribute to the strategic thinking and proactive influence required to ensure Hydro’s independence and founding legislative mandate.

Time Commitments:

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.

Term:

The directors are appointed by the Lieutenant-Governor in Council. They hold office during pleasure only and are eligible for reappointment.