Manitoba Hydro-Electric Board terms of reference

Manitoba Hydro-Electric Board terms of reference

  1. Objectives and Principal Responsibilities
    1. 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.
    2. In discharging its obligations, the Board’s principal responsibilities are to:
      1. 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;
      2. subject to the approval of the Lieutenant Governor in Council, elect, appoint, evaluate and if necessary terminate the CEO;
      3. ensure that succession planning is carried out;
      4. approve the compensation of the executive management team;
      5. ensure an integrated financial forecasting process is in place, approve annual capital and operating plans, and monitor performance against those plans;
      6. 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;
      7. oversee the integrity of the Corporation’s internal control and management information systems;
      8. ensure that the Corporation complies with the laws of Canada, Manitoba and all other applicable laws;
      9. exercise the powers of the Corporation, directly or through the employees and agents of the Corporation;
      10. ensure that appropriate conflict of interest guidelines are in place for the board, officers and employees of the Corporation;
      11. provide an appropriate, formal orientation program for new directors; and
      12. assess the contribution of the Board, committees and all directors as required
  2. Board Composition and Reporting Structure
    1. 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.
    2. 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.
    3. The President and Chief Executive Officer of the Corporation is an ex officio, non voting member of the Board.
    4. 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.
    5. The Board is responsible to the Minister Responsible for the Administration of The Manitoba Hydro Act.
  3. Compliance Responsibilities and Board Conduct
    1. The Board confirms that an effective corporate compliance program has been established to ensure that the Corporation complies with all applicable laws.
    2. The Board provides direction for the Corporation to operate in accordance with high ethical and moral standards.
    3. The Board ensures that board minutes, contracts and other corporate documents and records are properly prepared, approved and maintained.
    4. The Board monitors the Corporation’s compliance with Board policies.
    5. In carrying out their membership duties, members of the Board have the legal responsibility to:
      1. act honestly and in good faith with a view to the best interest of the Corporation;
      2. exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances;
      3. 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
      4. 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.
  4. Conduct of Corporation Business
    1. 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.
    2. A majority of the members of the Board, including the Chair, constitutes a quorum at any meeting of the Board.
    3. 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.
    4. 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.
  5. Committees
    1. 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:
      1. Audit Committee of the Board, and
      2. Planning Committee of the Board.
      The Board ensures that the Corporation complies with its statutory duty to establish the following committee:
      1. Labour Management Committee comprised of management and employees.
    2. The responsibilities, membership and procedures of each committee are set out in the Terms of Reference for that committee.
    3. 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.
  6. Management Responsibilities
    1. Management is responsible for the day-to-day operations of the Corporation, acting within approved Board policies and directives.
    2. In general terms, the Board expects that management will:
      1. develop a vision and philosophy for the Corporation and strategic and operational plans to achieve the vision;
      2. establish, prioritize and achieve Corporate strategies, goals, integrated financial forecasts, budgets, business plans and performance indicators;
      3. appoint, train, motivate, monitor and evaluate employees, and develop an effective succession plan;
      4. identify, prioritize and manage the principal risks to the Corporation;
      5. design and implement policies and procedures to ensure the integrity of the Corporation’s internal control and management information systems;
      6. propose and implement policies and processes to enable effective communication with the shareholder, stakeholders and the public;
      7. provide accurate, complete and timely information to the Board to enable it to discharge is obligations and meet its governance and legal responsibilities;
      8. 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; and
      9. ensure compliance with significant policies and procedures by which the Corporation is operated.
  7. Access to Information
    1. 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.
    2. The Board can obtain the advice and counsel of internal or external advisors.
  8. Disclosure Obligations
    1. 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.
    2. 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.
    3. 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 centres, including one in northern Manitoba and one elsewhere in Manitoba.
    4. The Board will review these Terms of Reference annually and make revisions as necessary. As part of the annual review, the Board will approve for inclusion in the Annual Report a description of the processes used by the Board to fulfill its responsibilities.
  9. Self-Assessment
    1. The Board and its committees will self-assess their performance in carrying out their responsibilities, every second year. During the intervening years, the Board and its committees will monitor the implementation of process improvements that were identified in previous self-assessments.

Audit and Finance Committee of the Board terms of reference

  1. PURPOSE:
    1. The primary responsibility for financial reporting, accounting systems and internal controls at Manitoba Hydro (the “Corporation”) is vested in senior management and is overseen by the Board. The Audit & Finance Committee has been established by the Board to assist the Board in fulfilling its responsibilities by gaining reasonable assurance of the following:
      1. that the Corporation complies with the applicable laws, regulations, rules, policies and other requirements of governments and regulatory agencies related to financial reporting and disclosure;
      2. that management of the Corporation has assessed areas of potential significant financial and operational risk to Hydro and has taken appropriate measures;
      3. that the Corporation’s auditors have performed their duties satisfactorily and with sufficient independence from management;
      4. that the accounting principles, significant judgments and disclosures that underlie or are incorporated in Hydro’s financial statements are the most appropriate in the prevailing circumstances;
      5. that the Corporation’s quarterly and annual financial statements present fairly the Corporation’s financial position and performance in accordance with generally accepted accounting principles;
      6. that appropriate information concerning the financial position and performance of the Corporation Hydro is disseminated to the public in a timely manner; and
      7. that strategic targets and plans, and Capital spending, receive appropriate oversight.
  2. MEMBERSHIP, MEETINGS AND OPERATING PROCEDURES:
    1. Members of the Committee shall be appointed by the Board from time to time, in accordance with the following:
      1. the Committee shall consist of a minimum of three and up to five members;
      2. all members of the Committee shall be outside and unrelated to the Corporation;
      3. all members of the Committee should be sufficiently familiar with financial matters to understand the Corporation’s accounting practices and the major judgments involved in preparing the financial statements;
      4. at least one member of the Committee should possess advanced financial literacy.
      5. one or more non-Board members who possess advanced financial literacy may be appointed to the Committee, provided that the majority of the Committee shall consist of members of the Board;
      6. the Chair of the Board and the President and CEO shall attend all meetings as an ex-officio and non-voting members. As a transitional arrangement, the Chair of the Board may act as Chair of the Committee on a temporary basis commencing March 21, 2018, until a permanent Committee Chair is appointed; and
      7. the external auditor shall receive notice of every meeting and is entitled to attend.
    2. The Committee shall elect a Chair from among its members.
    3. Meetings shall be held at least four times per year or more frequently as circumstances require. Meetings shall be held at the call of the Chair, upon the request of a member of the Committee or at the request of the external auditors.
    4. Committee meeting agendas shall be the responsibility of the Chair of the Committee in consultation with Committee members and senior management.
    5. The Committee may ask members of management or others to attend the meetings and provide information as necessary.
    6. A quorum shall be a majority of the voting members.
    7. In the absence of the Chair of the Committee, the members shall appoint an acting Chair.
    8. The General Counsel and Corporate Secretary shall act as Secretary of all meetings of the Committee, unless otherwise specified by the Committee.
    9. The Committee may conduct private meetings with the internal and external auditors as the Committee deems appropriate.
    10. A copy of the minutes of each meeting of the Committee shall be provided to each member of the Committee in a timely fashion for approval. Copies of approved minutes shall be provided to the Board.
  3. RESPONSIBILITIES
    The Committee will be responsible for assisting the Board in overseeing the following specific areas:
    1. Financial Reporting
      1. review the Corporation’s annual consolidated financial statements with management and the external auditors to gain reasonable assurance that the statements are accurate, complete, represent fairly the Corporation’s financial position and performance, and report thereon to the Board before such financial statements are approved by the Board;
      2. review and recommend to the Board for approval quarterly financial reports; and
      3. review with management and the external auditors the financial statements of the Corporation’s significant subsidiaries.
    2. Relationship with External Auditors
      1. advise the Board on the selection of external auditors for the Corporation;
      2. approve the scope of the external audit;
      3. advise the Board with respect to the external auditor’s audit and review of the Corporation;
      4. assess the working relationship between the external auditor and management;
      5. delegate to the President and CEO authority to approve non-audit services provided by the external auditor to a maximum amount of $7,500 for each non-audit service engagement;
      6. pre-approve any non-audit services provided by the external auditor except to the extent that such services are delegated to the President and CEO; and
      7. provide an annual report to the Board on all non-audit services.
    3. Relationship with Internal Auditor
      1. exercise functional authority over the internal audit function;
      2. review and approve the mandate of the internal auditor;
      3. periodically arrange and participate in meetings with the internal auditor and external auditor to review the results of internal audit activities and related reports; and
      4. approve the appointment or removal of the Internal Audit Manager based on management’s recommendation.
    4. Relationship with Auditor General of Manitoba
      1. interface and consult with the Office of the Auditor General on any matters which the Committee may deem appropriate;
      2. inform the Office of the Auditor General of all meetings of the Audit Committee, and of any meeting items that the Audit Committee would prefer to deal with in-camera; and
      3. be aware of the role of the Auditor General and the representations and documentation to be provided to the Auditor General by external auditors related to the audited financial statements of the Corporation.
    5. Oversight of Compliance
      1. assist, as deemed necessary by the Board, with the oversight of compliance with legal and regulatory requirements.
    6. Monitoring of Risk
      1. monitor the management of principal financial and business risks that could impact the financial or operational performance of the Corporation.
    7. Oversight of Financial Plans and Targets
      1. review the status of financial plans and targets;
      2. review the status of strategic plans and targets; and
      3. act as the corporation’s Planning Committee for the purposes of The Crown Corporations Governance and Accountability Act.
    8. Review of Capital Spending
      1. review and make recommendations to the Board on the approval of annual Capital spending plans;
      2. review forecasts of long-term Capital spending;
      3. review the status of major Capital projects;
      4. approve or recommend to the Board for approval individual Capital projects greater than $50 million in value, and changes to approved projects the lesser of 25% or $25 million in value; and
      5. review plans and options for meeting future Manitoba power requirements.
    9. Other Responsibilities
      1. ensure that a process is in place for the receipt and disposition of complaints related to accounting, internal controls or auditing;
      2. examine such other matters as it determines appropriate; and
      3. periodically report to the Board on the Committee’s activities.

Human Resources and Governance Committee of the Board terms of reference

  1. PURPOSE:
    The purpose of the Committee is to assist the Board to achieve its objectives for the corporation by overseeing human resources issues and corporate governance practices.
  2. MEMBERSHIP, MEETINGS AND OPERATING PROCEDURES:
      1. The Chair and members of the Committee shall be appointed by the Board.
      2. The Committee shall consist of a minimum of 3 members and a maximum of 6 members.
      3. The Board Chair and the President shall not be voting members of the Committee. They shall be invited to attend all meetings.
      4. All members of the Committee shall be independent of the Corporation.
    1. A majority of the voting members shall constitute a quorum.
    2. Meetings shall normally be held twice per year, or more frequently as circumstances require. Meetings shall be held at the call of the Chair of the Committee.
    3. In the absence of the Chair of the Committee, the Chair of the Committee shall appoint one of the members as an acting Chair.
    4. The Committee may from time to time appoint one or more persons to act as secretary of meetings of the Committee, based on the sensitivities of the subject matter.
    5. A copy of the minutes of each meeting of the Committee shall be provided to each member of the Committee in a timely fashion for approval. Decisions of the Committee shall be shared with the Board, when appropriate verbally or in-camera.
  3. RESPONSIBILITIES:
    The Committee shall be responsible for assisting the Board in overseeing the following areas:
    1. Human Resources
      1. Review the selection, compensation package and severance arrangements of the President and CEO.
      2. Monitor the President and CEO’s performance relative to stated goals and objectives.
      3. Review the President and CEO’s recommendations for Vice-Presidents, General Counsel, Corporate Secretary and Assistant Corporate Secretary, including their responsibilities, titles and selection.
      4. Gain reasonable assurance that an appropriate management framework is in place.
      5. Review the corporation’s compensation philosophy and periodically review the compensation structure.
      6. Ensure that appropriate succession planning is being carried out.
      7. Monitor significant human resource policies.
      8. Review the President and CEO’s assessment of the performance of direct reports.
      9. Review the President and CEO’s recommendations to award annual performance based salary adjustments for direct reports.
      10. Make recommendations to the Board as appropriate.
    2. Corporate Governance
      1. Periodically review the corporation’s approach to corporate governance with a view to best practices and achievement of the corporation’s mandate; Periodically review the terms of reference of the Board and Board committees, and the mandates of major corporate subsidiaries.
      2. Promote awareness of the ethical responsibilities of Board members of Crown Corporations; Ensure procedures are in place for the avoidance of conflicts of interest by Board members, and for the approval of Board member expenses.
      3. Maintain an optimum list of the skills and experience the Board collectively should possess and as desired by government provide input regarding appointments to the Board; Periodically review the composition of Board committees.
      4. Ensure programs are in place for the orientation of new Board members and the continuing development of Board members.
      5. Periodically review the division of responsibilities between management and the Board.
      6. Recommend the engagement of external advisors to assist the Board when appropriate.
      7. Oversee the periodic self-evaluation of the Board, Chair, Board committees and Chairs.
      8. Make recommendations to the Board as appropriate.
    3. Other Responsibilities
      1. Examine such other matters as the Board or Committee determines appropriate.
      2. Periodically report to the Board on the Committee’s activities.
      3. Periodically review these Terms of Reference and, if required, recommend any changes necessary for adoption by the Board.