Atlantic Lottery Corporation

Department

Finance

Authority

Unanimous Shareholders Agreement Lotteries Act

Remuneration

Independent Chair of the Board: $15,000 annual retainer; Independent Directors: $3,000 annual retainer conditioned to a minimum attendance requirement of 80% of Board and Committee meetings. In the event an Independent Director does not meet the minimum attendance requirement, the Board Chair shall have the discretion to make remuneration decisions on a case-by-case basis. Independent Directors, Independent Committee Chairs, & Independent Chair of the Board: $1,677 for chairing, preparing, and attending a Board or Committee meeting of regular duration (approximately three to four hours); $1,118 for preparing and attending a Board or Committee meeting of regular duration (approximately three to four hours); $559 when the duration of time spent is two hours or more, whether for preparing for a meeting or attending a meeting; and $280 when the duration of time spent is less than two hours, whether for preparing for a meeting or attending a meeting. Non-Independent Directors: No remuneration is paid to non-independent directors. Travel Expenses: All travel and other expenses incurred by the Board of Directors during the conduct of ALC business will be subject to the terms of the ALC Travel and Expense Policy 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

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.

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:

• appointing ALC’s bank and designating officers and/or other persons to transact banking business on behalf of ALC;
• establishing the manner and terms and conditions of bonding of all ALC officers and employees;
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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; or
• 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.

Competency Profile:

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

• knowledge/understanding of government operations;
• financial literacy/accounting leadership;
• information technology;
• marketing leadership;
• legal expertise; 
• organizational design and development; 
• commercial enterprise – executive leadership or entrepreneurship;
• strategic focus;
• risk management/assessment; and
• innovation/design thinking.

Qualifications:

The following attributes are assets to serving on the ALC Board of Directors:

• established creditability in the province and/or the Atlantic Canadian marketplace;
• knowledge of the lottery industry;
• Directors College or other formal directors training; and
• other similar board experience (such as complexity, multi-jurisdictional perspective, and commercial crown corporation).

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
• 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.

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

Vacancy Profile:

The Government of Newfoundland and Labrador is responsible for appointing three of the 12 members to the Atlantic Lottery Corporation Board of Directors.

The Board is currently seeking to fill one member vacancy. Expressions of interest are 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.