Oil and Gas Corporation of Newfoundland and Labrador

Department

Authority

Remuneration

Purpose:

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:

• the exploration for, development, production, refining, marketing and transportation of hydrocarbons and products from hydrocarbons; and
• research and development.

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.

Structure:

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:

• direct the management of the business and affairs of the Corporation;
• appointing officers, managers, other staff and employees that is considers necessary
• developing Oil and Gas Corporation’s by-laws and approach to corporate governance;
• reviewing and approving the financial, strategic and other plans to enable the Oil and Gas Corporation to execute its strategy;
• adopting processes for monitoring the corporation’s progress toward its strategic and operational goals;
• approving the audited financial statements of the Corporation;
• ensuring that Management has a process for identifying the principal business risks;
• overseeing the integrity of the internal control systems;
• ensuring that Oil and Gas Corporation has processes for operating within applicable laws and regulations;
• ensuring the corporation has a compensation philosophy and framework;
• ensuring a process is in place to measure the performance of senior executives of the Oil and Gas Corporation;
• ensuring Management creates a culture of integrity throughout the organization; and
• ensuring that succession plans are in place for senior Management, including the CEO.

Competency Profile:

Those who make up the Oil and Gas Corporation Board should collectively possess the following core competencies.

Judgment and Risk Assessment Savvy

• Ability to effectively oversee Oil and Gas Corporation’s overall investment strategy;
• Current knowledge of the Canadian and international business;
• Experience with multiple perspectives on risk and risk management and ability to minimize exposure to risk;
• International investment markets exposure;
• Ability to understand the unique investment characteristics of long-term assets and infrastructure; and,
• Ability to promote the interests of the corporation and keep the interests of the corporation foremost in any decision-making.

International Orientation

• Knowledge of international oil and gas markets and business operations;
• Knowledge of international marketing strategies; and,
• Knowledge of international industry trends.

Senior Leadership and Business Acumen

• Experience in a growing an increasingly complex organization, including success in building, consolidating and overseeing at a board/senior leadership level an organization’s infrastructure (i.e., IT, HR, Finance, Enterprise Risk Management, etc.).
• Ability to perform critical and strategic thinking and planning, make timely and informed decisions, and take action when needed;
• Ability to  oversee financial management, measure progress on strategic plans, provide fiduciary responsibility ,and promote a positive public image;
• Understand the need for sound governance practices and the highest ethical standards, to ensure the standards are upheld by management and staff of the corporation.
• Understanding of industry trends, challenges and opportunities, and the challenges associated with volatile and unpredictable markets. 

Diversity

• Direct experience in working with indigenous individuals, governments and organizations;
• Exposure/experience in working with visible minorities and underrepresented groups;
• 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.

Interpersonal Skills

• Ability to interact with other board members and corporation employees in a professional    manner;
• Demonstrated negotiation skills that facilitates resolutions to complex issues and challenges and recommendations;
• Strong relationship-building skills contributing to board cohesion and effectiveness and maintaining key business relationships that support advancement of the corporation’s mandate.
  

General Educational Requirements

• Corporate Governance
• Oil and Gas Development Expertise
• Supply and Service sector Expertise
• Petroleum Engineering/Geoscientist Expertise
• Large Scale Industrial Development Expertise
• Regulatory and Hydrocarbon Economics Expertise
• Project Management Certification
• Financial Expertise
• Legal Expertise
• Business Development/International Business
• Public Policy
• Human Resources
• Safety/Emergency Management
• Environmental Responsibility

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

Values Orientation

• Demonstrated ability to successfully balance fiduciary responsibility to the public shareholder with the commercial interests of the corporation;
• 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;
• 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; taking calculated risk);
• 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 and public policy/public stewards; and
• Ability to contribute to the strategic thinking and proactive influence required to ensure the corporation’s independence and founding legislative mandate.

Time Commitments:

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.

Term:

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.