The Manitoba Hydro-Electric Board (the “Board”) is charged with the responsibility to carry out the duties, powers and functions of Manitoba Hydro as set out in The Manitoba Hydro Act. The corporation is charged with responsibilities which include, to ensure a safe, reliable, economical and environmentally responsible supply of energy for Manitoba, and to earn revenues to keep rates low for Manitobans through the export of power and the provision of energy-related services. The Board has statutory authority and obligation to oversee the management of the business and affairs of the Corporation and to ensure that the Corporation fulfils its statutory objectives in the public interest.
In discharging its obligations, the Board's principal responsibilities are to:
ensure a strategic planning process is in place, approve strategic plans and cause the Corporation to conduct a review of strategic plans and its performance in relation to those plans at intervals not exceeding five years;
subject to the approval of the Lieutenant Governor in Council, elect, appoint, evaluate and if necessary terminate the CEO;
ensure that succession planning is carried out;
approve the compensation of the executive management team;
ensure an integrated financial forecasting process is in place, approve annual capital and operating plans, and monitor performance against those plans;
approve policies and processes to identify business risks, to address what risks are acceptable to the Corporation and to ensure that systems and actions are in place to manage them;
oversee the integrity of the Corporation's internal control and management information systems;
ensure that the Corporation complies with the laws of Canada, Manitoba and all other applicable laws;
exercise the powers of the Corporation, directly or through the employees and agents of the Corporation;
ensure that appropriate conflict of interest guidelines are in place for the board, officers and employees of the Corporation;
provide an appropriate, formal orientation program for new directors; and
assess the contribution of the Board, committees and all directors as required.
BOARD COMPOSITION AND REPORTING STRUCTURE
The Board of Directors consists of not more than 11 members who are appointed by order of the Lieutenant Governor in Council. Each member serves for such term as is specified in the order in council by which he or she is appointed.
The Lieutenant Governor in Council designates one member as Chair and may also designate one member as Vice-Chair. The Vice-Chair acts as Chair when the office of Chair is vacant, or in the absence of the Chair or during his or her incapacity to act, or at the request of the Chair or the Minister responsible for the Corporation.
The President and Chief Executive Officer of the Corporation is an ex officio, non voting member of the Board.
A member of the Legislative Assembly may be a member of the Board. A member of the Executive Council may not be a member of the Board.
The Board is responsible to the Minister Responsible for the Administration of The Manitoba Hydro Act.
COMPLIANCE RESPONSIBILITIES AND BOARD CONDUCT
The Board confirms that an effective corporate compliance program has been established to ensure that the Corporation complies with all applicable laws.
The Board provides direction for the Corporation to operate in accordance with high ethical and moral standards
The Board ensures that board minutes, contracts and other corporate documents and records are properly prepared, approved and maintained.
The Board monitors the Corporation's compliance with Board policies.
In carrying out their membership duties, members of the Board have the legal responsibility to:
act honestly and in good faith with a view to the best interest of the Corporation;
exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances;
comply with the Conflict of Interest Guidelines for Directors of Manitoba Crown Corporations or similar guidelines as enacted or amended from time to time; and
comply with the provisions of The Crown Corporations Public Review and Accountability Act, The Manitoba Hydro Act, and any by-laws of the Corporation as may be adopted, amended or replaced from time to time.
CONDUCT OF CORPORATION BUSINESS
The Board has the statutory right to prescribe the procedure for Board meetings. Procedures for the calling and holding of meetings are described in Corporate Bylaws.
A majority of the members of the Board, including the Chair, constitutes a quorum at any meeting of the Board.
There is a requirement to keep minutes and records of all business transacted at Board meetings. These minutes and records are considered to be of a public nature.
The Chair is responsible to forward to the Minister responsible for the Corporation, a description of the business transacted at each meeting of the Board together with the supporting material for each decision recorded in the minutes of the meeting.
COMMITTEES
The Board may establish committees that it considers necessary for the due conduct of the business and affairs of the Corporation. The Board has a statutory duty to establish the following committees:
Audit Committee of the Board, and
Planning Committee of the Board.
The Board ensures that the Corporation complies with its statutory duty to establish the following committee:
Labour Management Committee comprised of management and employees.
The responsibilities, membership and procedures of each committee are set out in the Terms of Reference for that committee.
The assignment by the Board of duties to a committee does not absolve the full Board of its responsibility for the actions or decisions of the committee.
MANAGEMENT RESPONSIBILITIES
Management is responsible for the day-to-day operations of the Corporation, acting within approved Board policies and directives.
In general terms, the Board expects that management will:
develop a vision and philosophy for the Corporation and strategic and operational plans to achieve the vision;
establish, prioritize and achieve Corporate strategies, goals, integrated financial forecasts, budgets, business plans and performance indicators;
appoint, train, motivate, monitor and evaluate employees, and develop an effective succession plan;
identify, prioritize and manage the principal risks to the Corporation;
design and implement policies and procedures to ensure the integrity of the Corporation's internal control and management information systems;
propose and implement policies and processes to enable effective communication with the shareholder, stakeholders and the public;
provide accurate, complete and timely information to the Board to enable it to discharge is obligations and meet its governance and legal responsibilities;
establish and implement procedures to ensure statutory responsibilities are met, an effective Corporate compliance program is in place, and corporate documents and records are properly prepared, approved and maintained.
ensure compliance with significant policies and procedures by which the Corporation is operated.
ACCESS TO INFORMATION
In performing its duties and responsibilities the Board will normally obtain information from the executive management team, but the Board can have access to all books and records of the Corporation and to all officers and employees.
The Board can obtain the advice and counsel of internal or external advisors.
DISCLOSURE OBLIGATIONS
Annually, within four months after the fiscal year end of the Corporation, the Board is responsible to ensure that a report is made to the Minister responsible for the Corporation on the operations of the Corporation during the fiscal year. The report includes audited financial statements of the Corporation and any other information the Lieutenant Governor in Council may request.
The Board is responsible to ensure that quarterly financial statements are forwarded to the Minister responsible and the Crown Corporations Council and made available for inspection by the public.
For the purpose of explaining the objectives of the Corporation, the Board is responsible to ensure that management holds a public meeting at least once in each year in Winnipeg and at least two other centers, including one in northern Manitoba and one elsewhere in Manitoba.
The Board will review these Terms of Reference annually and make revisions as necessary. As part of the annual review, the Board will issue a disclosure statement to the Minister responsible, indicating whether or not the Board has complied with its responsibilities as outlined in these Terms of Reference during the preceding year and the processes used by the Board to fulfill its responsibilities.
