PART II THE BOARD
Board of directors
4.1 (1) The board of directors shall manage and supervise the management of the Board’s business and affairs, and perform such other duties as are assigned to the board of directors under this or any other Act. 2019, c. 6, Sched. 2, s. 5. Composition (2) The board of directors shall be composed of at least five and no more than 10 members appointed by the Lieutenant Governor in Council. 2019, c. 6, Sched. 2, s. 5. Restriction on appointment (3) A person who is a person or in a class of persons prescribed by the regulations is not eligible to be appointed as a director. 2019, c. 6, Sched. 2, s. 5; 2020, c. 36, Sched. 34, s. 2. Term of initial appointment (4) The first term of office of a person who is appointed to the board of directors shall not exceed two years. 2019, c. 6, Sched. 2, s. 5. Reappointment (5) A person appointed to the board of directors may be reappointed for one or more terms of up to three years each. 2019, c. 6, Sched. 2, s. 5. Directors to be independent (6) Each director shall hold office as an independent director and not as a representative of any class of persons. 2019, c. 6, Sched. 2, s. 5. Director’s duties (7) Every director shall, in exercising his or her powers and performing his or her duties as a director, (a)  act honestly and in good faith in the best interests of the Board; and (b)  exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. 2019, c. 6, Sched. 2, s. 5. Chair, vice-chair (8) The Lieutenant Governor in Council shall appoint a chair, and may appoint a vice-chair, from among the members of the board of directors. 2019, c. 6, Sched. 2, s. 5. Duties of chair (9) The chair shall, (a)  oversee the efficient administration of the business of the board of directors; (b)  preside over meetings of the board of directors; (c)  be accountable to the Minister for the effective delivery of the Board’s objectives; (d)  be accountable to the Minister for the independence of persons and entities hearing and determining matters within the Board’s jurisdiction in their decision-making; (e)  perform such other duties as are assigned to the chair under this or any other Act. 2019, c. 6, Sched. 2, s. 5. Term, chair and vice-chair (10) The chair and vice-chair hold office for the term specified by the Lieutenant Governor in Council, which shall not exceed his or her term as a member of the board of directors. 2019, c. 6, Sched. 2, s. 5. Chair may delegate to vice-chair (11) The chair may in writing delegate any of his or her powers or duties as chair to the vice-chair, subject to any conditions or restrictions specified in the delegation. 2019, c. 6, Sched. 2, s. 5. Acting chair (12) The vice-chair may exercise the powers and perform the duties of the chair if the chair is absent or unable to act. 2019, c. 6, Sched. 2, s. 5. Same (13) If the chair is absent or unable to act and no vice-chair is available, the members present shall appoint an acting chair from among themselves. 2019, c. 6, Sched. 2, s. 5. Quorum (14) Subject to by-laws made under clause 4.10 (2) (f), a majority of the board of directors constitute a quorum. 2019, c. 6, Sched. 2, s. 5. Committees (15) The board of directors shall, in accordance with the by-laws made under section 4.10, establish an adjudication committee of the board of directors, and may, in accordance with those by-laws, establish any other committees of the board of directors. 2019, c. 6, Sched. 2, s. 5. Adjudication committee (16) The adjudication committee may require the chief commissioner to provide to it such information it specifies, in the time and manner it specifies, respecting the efficiency, timeliness and dependability of the hearing and determination of matters over which the Board has jurisdiction, and shall report the information to the board of directors. 2019, c. 6, Sched. 2, s. 5. Exercise of Board powers, duties (17) Except where this Act provides otherwise and subject to the regulations, the powers and duties of the Board, other than with respect to the hearing and determination of matters over which the Board has jurisdiction, may be exercised and shall be performed by the board of directors. 2019, c. 6, Sched. 2, s. 5. No interference (18) For greater certainty, no power given to the board of directors or a director under this or any other Act permits the board of directors or a director to interfere with or influence the hearing or determination of a matter over which the Board has jurisdiction. 2019, c. 6, Sched. 2, s. 5. Delegation (19) The board of directors may, subject to any conditions or restrictions the board of directors specifies and in accordance with the by-laws made under section 4.10, (a)  delegate any of its powers or duties to a committee of the board of directors or to one or more directors; and (b)  delegate any of its powers to manage the Board’s business and affairs to one or more officers employed by the Board. 2019, c. 6, Sched. 2, s. 5. Same, exception (20) Despite subsection (19), the board of directors shall not delegate any of its powers or duties under sections 4.8 to 4.10 and any other provision prescribed by the regulations. 2019, c. 6, Sched. 2, s. 5. Same, limitation (21) Despite subsection (19), the board of directors may only delegate its powers or duties under subsection 26 (1) or section 26.1 to the chief executive officer. 2019, c. 6, Sched. 2, s. 5. Transition, number of appointments (22) Until the second anniversary of the day section 5 of Schedule 2 to the Fixing the Hydro Mess Act, 2019
comes into force, the board of directors may be composed of as few as three members appointed by the Lieutenant Governor in Council, despite subsection (2). 2019, c. 6, Sched. 2, s. 5. Section Amendments with date in force (d/m/y) 2003, c. 3, s. 6 - 01/08/2003 2019, c. 6, Sched. 2, s. 5 - 01/10/2020 2020, c. 36, Sched. 34, s. 2 - 08/12/2020