Nalcor is a provincial Crown corporation established in 2007 under a special act of the Legislature of the Province of Newfoundland and Labrador. The company’s business includes the development, generation, transmission and sale of electricity; the exploration, development, production and sale of oil and gas; industrial fabrication site management; and energy marketing.
The mandate of Nalcor, established in legislation under the Energy Corporation Act, is to invest in, engage in and carry out activities in all areas of the energy sector in the province and elsewhere, including:
The principal functions of the Board include:
Nalcor’s legal structure at December 31, 2015 included the entities listed below.
Entity Name |
Description of Interest |
Newfoundland and Labrador Hydro (Hydro) |
Wholly owned subsidiary |
Nalcor Energy – Oil and Gas Inc. (Oil and Gas) |
Wholly owned subsidiary |
Nalcor Energy – Bull Arm Fabrication Inc. (Bull Arm Fabrication) |
Wholly owned subsidiary |
Nalcor Energy Marketing Corporation (Energy Marketing) |
Wholly owned subsidiary |
Muskrat Falls Corporation (Muskrat Falls) |
Wholly owned subsidiary |
Labrador Transmission Corporation (Labrador Transco) |
Wholly owned subsidiary |
Labrador-Island Link Holding Corporation (LIL Holdco) |
Wholly owned subsidiary |
Labrador-Island Link Limited Partnership (LIL LP) |
Limited partnership in which Nalcor, through LIL Holdco, owns 100 per cent of the 75 Class A limited partnership units |
Labrador-Island Link General Partner Corporation (LIL GP) |
Wholly owned subsidiary |
Labrador-Island Link Operating Corporation (LIL OpCo) |
Wholly owned subsidiary |
Labrador Churchill Management Corporation (LCMC) |
Wholly owned subsidiary |
Churchill Falls (Labrador) Corporation Limited (Churchill Falls) |
65.8 per cent owned joint operation of Hydro |
Twin Falls Power Corporation Limited (Twin Falls) |
33.3 per cent owned joint venture of Churchill Falls |
Gull Island Power Corporation (GIPCo) |
Wholly owned subsidiary (inactive) |
Lower Churchill Development Corporation (LCDC) |
51 per cent owned subsidiary of (LCDC) Hydro (inactive) |
The Nalcor Energy Board appoints individuals to the boards of these entities with the exception of the boards of Hydro, Churchill Falls, Twin Falls and LCDC, which are appointed by the shareholders of those companies.
Headquartered in St. John’s, Nalcor’s energy portfolio is located throughout the province.
For additional on the role of Nalcor Energy, please visit www.nalcorenergy.com.
The structure for the Board of Directors for Nalcor Energy is prescribed in Section 6 of the Energy 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.
The board has 4 active committees: Audit, Corporate Governance, Compensation and Safety, Health, Environment and Community.
The Audit Committee’s primary duties and responsibilities are to:
The Corporate Governance Committee is responsible for:
The primary responsibilities of the Compensation Committee are to:
The Safety, Health, Environment and Community Committee’s primary responsibilities include:
It should also be noted that individuals appointed to the Nalcor Energy governing board are often also appointed to one or more subsidiary boards.
Those who make up the Nalcor Energy Board should collectively possess the following core competencies.
Judgment and Risk Assessment Savvy
International Orientation
Senior Leadership Business Acumen
Diversity
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
Nalcor Values Orientation
Board-Level Contributor
Sophistication and Sensitivity in Dealing with Multi-Stakeholder Environments
The Nalcor Board met 11 times in 2015. Committee meetings were as follows:
The number of meetings may fluctuate slightly from year to year. 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. They hold office during pleasure only and are eligible for reappointment.