The Oil and Gas Corporation is a Crown corporation established in 2019 under a special act of the Legislature of the Province of Newfoundland and Labrador. Reporting directly to the Minister of Natural Resources, the Oil and Gas Corporation will focus on maximizing opportunities for growth in the province’s offshore oil and gas industry and position the province as a globally preferred location for oil and gas development. The corporation activities are aimed at maximizing exploration investments in Newfoundland and Labrador, to acquire and manage the Province’s equity interests in oil and gas projects, and enhance local supply chain development opportunities in support of Advance 2030 – the Way Forward on Oil and Gas.
The objects of the Oil and gas Corporation, established in legislation under the Oil and Gas Corporation Act, are to invest in, engage in and carry out the following activities in the province and elsewhere, in accordance with the priorities of the government of the province:
In addition, the corporation may invest in and engage in those other activities that the Lieutenant-Governor in Council may approve.
While the Oil and Gas Corporation will have greater oversight by government, as a directly held Crown corporation, the corporation will have operational autonomy for the specific purpose of keeping the day-to day activities at arm’s length from government.
Sections 10, 11, and, 12 of the Oil and Gas Act provides for the appointment and the structure of a board of directors.
The structure for the Board of Directors for the Oil and Gas Corporation is prescribed in Section 10 of the Oil and Gas Corporation Act. There is additional information on the appointment of the Chairperson and Chief Executive Officer in Section 12. These sections are provided below.
Section 10: Board of Directors
(1) For the exercise and discharge of the powers and duties of the corporation, there shall be a board of directors consisting of not less than 7 and not more than 11 persons.
(2) The directors shall be appointed by the Lieutenant-Governor in Council.
(3) The board of directors shall be composed of at least the following number of independent directors:
(a) where the board has 7 or 8 directors, 3 independent directors;
(b) where the board has 9 or 10 directors, 4 independent directors; and
(c) where the board has 11 directors, 5 independent directors.
(4) In addition to the directors appointed under subsection (2), the Lieutenant-Governor in Council may appoint a representative of government to be a non-voting member of the board.
(5) Except where otherwise prescribed under this Act, the corporation may exercise its powers by a resolution of the board.
(6) The directors shall not be paid a salary but may be paid, in accordance with the guidelines established by the Lieutenant-Governor in Council,
(a) amounts for travel and other expenses incurred in the work of the board; and
(b) other remuneration.
(7) The amounts referred to in subsection (6) shall be paid from the fund established under section 41.
(8) Until the board makes a by-law under section 16, a majority of the directors who then hold office constitutes a quorum of the board.
(9) Notwithstanding subsections (1) to (3), the Lieutenant-Governor in Council may appoint an interim board of directors who shall have the powers, duties and functions of the board under this Act until the directors are appointed under subsection (2).
Section 12: Chairperson and CEO
(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 15, and shall vacate the office in accordance with those terms and conditions.
(3) There shall be a chief executive officer of the corporation, to be appointed by the Lieutenant-Governor in Council, who shall, subject to the terms of appointment that may be established by the Lieutenant-Governor in Council, or in an agreement made under section 15 and, subject to the directions of the board, be charged with the general direction, supervision and control of the business of the board and the corporation.
(4) The same person may not hold the offices of chairperson and chief executive officer simultaneously.
(5) During the absence or incapacity of the chairperson, one of the other directors, other than the chief executive officer, where the chief executive officer is a director, elected by the board for the purpose shall act as chairperson of the board.
(6) During the absence or incapacity of the chief executive officer, the board may appoint an acting chief executive officer who shall perform the duties of the chief executive officer until his or her return or resumption of duties or until a new chief executive officer is appointed.
(7) Where the chief executive officer is a director, he or she shall not be entitled to vote.
(8) Notwithstanding subsection (1), the Lieutenant-Governor in Council may appoint an interim chairperson who shall have the powers, duties and functions of the chairperson under this Act until the chairperson is appointed under subsection (1).
The principal functions of the Board include:
Those who make up the Oil and Gas Corporation Board should collectively possess the following core competencies.
Judgment and Risk Assessment Savvy
Senior Leadership and 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
Sophistication and Sensitivity in Dealing with Multi-Stakeholder Environments
The Oil and Gas Corporation Board will typically meet at least 4 times annually. Board members will also be asked to participate on committees which will typical meet 2-3 times annually. The number of meetings may fluctuate slightly from year to year and the Board will hold additional meetings as requested or appropriate to deal with ongoing corporate matters or strategic planning. Board members are expected to spend additional time to review materials and prepare for Board and Committee meetings.
The directors are appointed by the Lieutenant-Governor in Council for a term of up to five years. They hold office during pleasure only and are eligible for reappointment with a maximum continuous period of appointment to not exceed ten years.
The Oil and Gas Corporation Board is currently comprised of interim appointments. Permanent appointments are now being sought. Expression of interest is being sought from individuals who possess the background, experience and skill set identified in the board profile. Consideration will be given to a variety of demographic factors to ensure the board is representative of the clients it serves.