Energy Corporation Act (R.S.P.E.I. 1988, c. E-7)

1. In this Act Definitions (a) “Board” means the Board of Directors of the Corporation; Board (b) “chairman” means the chairman of the Board designated under chairman section 3; (b.1) “Chief Executive Officer” means the Chief Executive Officer Chief Executive appointed under section 5; Officer (c) “Corporation” means the Prince Edward Island Energy Corporation Corporation established under section 2; (d) “director” means a member of the Board appointed under section director 3; (e) “Minister” means the Minister of the Crown designated by the Minister Lieutenant Governor in Council to have supervision of the administration of this Act. 1978, c.5, s.1; 2003,c.5,s.1.

2. (1) There is hereby established a corporation called “The Prince Establishment of Edward Island Energy Corporation” consisting of the directors. Prince Edward Island Energy Corporation (2) The affairs of the Corporation shall be conducted by a board of Management directors of not less than five nor more than seven persons appointed by the Lieutenant Governor in Council. (3) The Minister is by virtue of his office a director of the Corporation. Minister as director (4) The Corporation is an agent of the Crown in right of the province. Agent of Crown (5) Property acquired by the Corporation is the property of Her Property Majesty but title thereto may be vested in the name of the Corporation. (6) The Corporation is not a public utility for the purposes of any Corporation not a statutory provision except that the rates or charges for electricity public utility produced, transmitted or furnished by the Corporation are subject to the approval of the Public Utilities Commission pursuant to section 20 of the Electric Power and Telephone Act R.S.P.E.I. 1988, Cap. E-4. 1978, c.5, s.2; 1988, c.18, s.3.

3. (1) All appointments of directors shall be for a term of three years. Directors, appointment 1 2 Cap. E-7 Energy Corporation Act Term of office (2) Notwithstanding subsection (1), the directors hold office during pleasure and the Lieutenant Governor in Council may remove or suspend, reappoint or reinstate, or replace any director. Chairman (3) The Lieutenant Governor in Council shall designate one of the directors or the Minister to be chairman. Election of officers (4) The Board shall elect a vice-chairman and secretary-treasurer from among its members. Voting (5) Each director shall be entitled to one vote at any meeting of the Board and in the event of a tied vote the chairman shall have the deciding vote. Remuneration and (6) The directors may be paid out of the funds of the Corporation such expenses remuneration for their services and such reasonable travelling and other expenses as may be approved by the Minister. 1978, c.5, s.3. Meetings 4. (1) The chairman shall call meetings of the Board at such times and places and upon such notice as he considers desirable. Quorum (2) Four directors constitute a quorum. Bylaws (3) Subject to the approval of the Lieutenant Governor in Council, the Board may adopt such bylaws as it considers necessary for the internal organization, operation and conduct of the affairs of the Corporation. 1978, c.5, s.4. Chief Executive 5. (1) The Lieutenant Governor in Council shall appoint a Chief Officer Executive Officer of the Corporation who, under the direction of the Minister, shall (a) supervise the administration and management of the Corporation; and (b) perform such other duties as the Board or the Lieutenant Governor in Council may assign. Secretary (2) The Chief Executive Officer shall act as secretary of the Board. Remuneration (3) The Chief Executive Officer shall be paid out of the funds of the Corporation such remuneration as may be determined by the Lieutenant Governor in Council. Transitional (4) On the coming into force of this section, (a) the Chief Executive Officer appointed by the Corporation before the coming into force of this section is deemed to have been appointed as the Chief Executive Officer by the Lieutenant Governor in Council under subsection (1); and 2 Energy Corporation Act Cap. E-7 3 (b) the remuneration determined by the Corporation for the Chief Executive Officer referred to in clause (a) is deemed to have been determined by the Lieutenant Governor in Council under subsection (3). 1978, c.5, s.5; 2003,c.5,s.2. 5.1 The Corporation may Employees and (a) employ such administrative, accounting, legal, clerical and consultants professional staff; and (b) engage such consultants and professional specialists as the Chief Executive Officer considers necessary to carry out the functions of the Corporation. 2003,c.5,s.2. 5.2 The Civil Service Act R.S.P.E.I. 1988, Cap. C-8 does not apply to the Application of Civil Chief Executive Officer or to any person employed by the Corporation. Service Act 2003,c.5,s.2.

6. The objects of the Corporation are to develop and promote the Objects development of energy systems and the generation, production, transmission and distribution of energy in all its forms on an economic and efficient basis, to provide financial assistance for the development, installation and use of energy systems, and to coordinate all government programs in the establishment and application of energy systems in the province. 1978, c.5, s.6.

7. (1) The Corporation has the same powers as are conferred upon Powers companies incorporated under the Companies Act R.S.P.E.I. 1988, Cap. C-14. (2) Without restricting the generality of subsection (1), the Corporation Idem also has the following powers: (a) to acquire, lease, construct, maintain, operate and use in Prince Edward Island and elsewhere land, works, plant, buildings, structures, machinery, equipment, devices, pole lines, conduits, pipelines, power cables, and any other property used or useful to carry out the objects of the Corporation; (b) to generate, accumulate, transmit, distribute, supply, purchase, utilize and otherwise dispose of energy, in all its forms, in any part of the province or elsewhere; (c) to provide funding by way of loan or otherwise to any company, society, firm or person, on such terms as may be expedient in furtherance of the objects of the Corporation and to guarantee the performance of contracts by any such company, society, firm or person; (d) to invest or otherwise participate in energy projects in order to (i) enhance the availability of energy in the province, (ii) stimulate expansion of the capability to produce energy, 3 4 Cap. E-7 Energy Corporation Act (iii) encourage investment in energy projects and the effective use of financial, human and other resources in energy projects, and (iv) encourage the development of processes and equipment designed to avoid the wasteful use of energy. 1978, c.5, s.7. Borrowing powers 8. (1) Without restricting the generality of section 7, the Corporation may exercise the borrowing powers conferred by this section. Idem (2) The Corporation may, with the approval of the Lieutenant Governor in Council, borrow money on the credit of the Corporation in or out of Canada and may (a) issue bonds, debentures or other securities of the Corporation and pledge or sell the same; (b) secure any borrowing or liability of the Corporation by mortgage, charge or pledge of all or any currently owned or subsequently acquired property of the Corporation or its undertakings and rights. Government loans (3) The Lieutenant Governor in Council may and guarantees (a) lend money to the Corporation and borrow money for such purpose; (b) guarantee the repayment by the Corporation of the principal, interest and premium of any bonds, debentures or other securities issued by the Corporation or repayment by the Corporation of any other indebtedness incurred by it or repayment of any indebtedness of any company subsidiary to the Corporation. 1978, c.5, s.8. Inspection of books 9. (1) All books of accounts, records, bank books and papers of the Corporation shall at all times be open to audit and inspection by the Minister, the Auditor General or any person authorized by the Minister. Audit of accounts (2) The accounts of the Corporation shall be audited by the Auditor General or a qualified auditor appointed by the Board and the audited statements of such accounts shall be included in the Corporation's annual report. Fiscal year (3) The fiscal year of the Corporation is that of the province. 1978, c.5, s.9; 1980, c.10, s.21. Annual report 10. (1) The corporation shall annually submit to the Minister, not later than one hundred and twenty days after the end of its fiscal year, a report of its affairs and operations for the preceding twelve months containing its financial statements and such other information as the Minister may require and such report shall be tabled by the Minister in the Legislative Assembly if then in session or within fifteen days of the commencement of the next session of the Legislative Assembly. 4 Energy Corporation Act Cap. E-7 5 (2) In addition to the annual report referred to in subsection (1) the Supplementary Corporation shall submit such other reports and information on its affairs reports and operations as the Minister may require. 1978, c.5, s.10.

11. (1) Actions, suits or other legal proceedings in respect of any right or Actions, suits, etc. obligation acquired or incurred by the Corporation may be brought or in name of Corporation taken by or against the Corporation in the name of the Corporation. (2) A document to be served on the Corporation may be served by Service delivering a copy to the office of the Corporation or of the Minister of Transportation, Infrastructure and Energy or the Deputy Minister of Transportation, Infrastructure and Energy. (3) Subject to subsections (1) and (2), the Crown Proceedings Act Application of R.S.P.E.I. 1988, Cap. C-32 applies to proceedings against the Crown Proceedings Act Corporation. 1978, c.5, s.11; 1993, c.29, s.4; 2000,c.5,s.3; 2009,c.73,s.2; 2015,c.28,s.3. 5