Urgent Priorities Act, 2018, S.O. 2018, c. 10 - Bill 2

JurisdictionOntario
Bill Number2
Date25 July 2018

EXPLANATORY NOTE

This Explanatory Note was written as a reader’s aid to Bill 2 and does not form part of the law. Bill 2 has been enacted as Chapter 10 of the Statutes of Ontario, 2018.

The Bill enacts or amends various Acts. The major elements of the Bill are described below.

SCHEDULE 1
Hydro One Accountability Act, 2018

The Schedule sets out the Hydro One Accountability Act, 2018. Constraints are placed on compensation for the directors, Chief Executive Officer and executives of Hydro One Limited and its subsidiaries.

Hydro One Limited is required to annually make a public posting of the salaries paid to certain executives.

The Ontario Energy Board Act, 1998 is amended to provide that the rates charged by Hydro One Limited and its subsidiaries shall not reflect amounts paid for executive compensation.

Immunity from litigation arising from this legislation is provided for.

SCHEDULE 2
WHITE PINES WIND PROJECT TERMINATION ACT, 2018

The Schedule sets out the White Pines Wind Project Termination Act, 2018, which provides for the termination, retroactive to July 10, 2018, of the White Pines Wind Project. Associated contracts and agreements between the IESO and wpd White Pines Wind Incorporated and other related parties, as well as associated permits and permissions issued to wpd White Pines Wind Incorporated are terminated and revoked.

The Act requires wpd White Pines Wind Incorporated to decommission the project in accordance with regulations made under the Act or under the Environmental Protection Act. In addition, it must maintain the lands in a clean and safe condition and ensure they are left that way when it leaves. wpd White Pines Wind Incorporated is liable to the Crown for any costs or liabilities the Crown may incur as a result of a failure of wpd White Pines Wind Incorporated to meet these obligations.

wpd White Pines Wind Incorporated is entitled to compensation under section 6 as a result of the termination of the White Pines Wind Project. The compensation is payable out of money appropriated for the purpose by the Legislature. The compensation payable is subject to various limitations and contingencies set out in that section and that may be further set out by regulations made under the Act.

Section 5 extinguishes any existing proceedings, and prevents future proceedings, against the Crown, the IESO and other specified related persons in relation to the terminated contracts and agreements, the revoked permits and approvals, and the Act itself and actions taken or not taken in accordance with it.

SCHEDULE 3
Back to Class Act (York University), 2018

The Schedule sets out the Back to Class Act (York University), 2018. It addresses the labour disputes between York University and the Canadian Union of Public Employees, Local 3903. It requires the termination of any strike or lock-out and provides a mechanism for achieving new collective agreements.

chapter 10

An Act respecting Hydro One Limited, the termination of the White Pines Wind Project and the labour disputes between York University and Canadian Union of Public Employees, Local 3903

Assented to July 25, 2018

Contents

Her Majesty, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows:

Contents of this Act

1 This Act consists of this section, sections 2 and 3 and the Schedules to this Act.

Commencement

2 (1) Subject to subsections (2) and (3), this Act comes into force on the day it receives Royal Assent.

(2) The Schedules to this Act come into force as provided in each Schedule.

(3) If a Schedule to this Act provides that any provisions are to come into force on a day to be named by proclamation of the Lieutenant Governor, a proclamation may apply to one or more of those provisions, and proclamations may be issued at different times with respect to any of those provisions.

Short title

3 The short title of this Act is the Urgent Priorities Act, 2018.

SCHEDULE 1
HYDRO ONE ACCOUNTABILITY ACT, 2018

Interpretation

Definitions

1 In this Act,

“Chief Executive Officer” means the person holding the position of President and Chief Executive Officer of Hydro One Limited; (“chef de la direction”)

“compensation” means anything paid or provided, directly or indirectly, to or for the benefit of a person who performs duties and functions that entitle the person to be paid, and includes salary, benefits, perquisites and all forms of non-discretionary and discretionary payments; (“rémunération”)

“executive” means any person who holds the office of executive vice-president, vice-president, chief administrative officer, chief operating officer, chief financial officer, chief information officer, chief legal officer, chief human resources officer or chief corporate development officer, or holds any other executive position or office, regardless of the title of the position or office; (“cadre supérieur”)

“Minister” means the Minister of Energy, Northern Development and Mines or such other member of the Executive Council as may be assigned the administration of this Act under the Executive Council Act; (“ministre”)

“subsidiary” has the same meaning as in the Business Corporations Act, but does not include a subsidiary incorporated in a jurisdiction outside Canada. (“filiale”)

Executive and Director Compensation

Compensation framework

2 (1) The board of directors of Hydro One Limited shall, within six months of the day this subsection comes into force, establish a new compensation framework for the board, the Chief Executive Officer and other executives in consultation with the Government of Ontario and the other five largest shareholders of Hydro One Limited.

Severance entitlements

(2) For greater certainty, the compensation framework must include policies governing the severance and other entitlements of the Chief Executive Officer and other executives in connection with any termination of their employment with Hydro One Limited.

Management Board approval

(3) The compensation framework established by Hydro One Limited under subsection (1), and any amendments to the framework, are not effective until they are approved by the Management Board of Cabinet.

Directives

3 (1) The Management Board of Cabinet may issue directives,

(a) governing the compensation of the directors and the Chief Executive Officer and other executives of Hydro One Limited, including, without being limited to, directives restricting the total annual compensation payable to such persons; and

(b) governing the development, form, manner and timing of the compensation framework provided for in subsection 2 (1) and any amendments to that framework.

Compliance

(2) Hydro One Limited and its board of directors shall comply with every directive made under subsection (1).

Publication

(3) Every directive made under subsection (1),

(a) shall be made available to the public on request; and

(b) shall be publicly posted on at least one Government of Ontario website.

Status

(4) Part III (Regulations) of the Legislation Act, 2006 does not apply with respect to directives made under subsection (1).

Same, subsidiaries

4 Sections 2 and 3 apply, with necessary modifications, to each of Hydro One Limited’s subsidiaries.

Expiry

5 Sections 2, 3 and 4 cease to have effect on January 1, 2023.

Termination of Rights and Crown Immunity

No cause of action

6 (1) No cause of action arises against the Crown or any current or former member of the Executive Council or any current or former employee or agent of or adviser to the Crown, or against Hydro One Limited or any of its subsidiaries, or any of their current or former officers, directors, employees or agents, as a direct or indirect result of,

(a) the enactment, operation, administration or repeal of any provision of this Act;

(b) anything done or not done under this Act;

(c) anything related in any way to the involvement of the Government of Ontario in compensation matters, or other aspects of the corporate governance, of Hydro One Limited or any of its subsidiaries;

(d) any alleged misrepresentation within the meaning of applicable securities laws in any prospectus, document or other public statement related in any way to the involvement of the Government of Ontario in compensation matters at Hydro One Limited or any of its subsidiaries; or

(e) any adverse market consequences or diminishment in the value of any securities in Hydro One Limited, or any of its subsidiaries, or any other investment, resulting from the enactment of this Act, anything done or not done in order to comply with this Act or the involvement of the Government of Ontario in the corporate governance of Hydro One Limited or any of its subsidiaries.

Proceedings barred

(2) No proceeding, including but not limited to any proceeding for a remedy in contract, restitution, tort, misfeasance, bad faith, trust or fiduciary obligation, and any remedy under applicable securities laws or any other statute, that is directly or indirectly based on or related to anything referred to in subsection (1) may be brought or maintained against the Crown or any current or former member of the Executive Council or any current or former employee or agent of or adviser to the Crown, or against Hydro One Limited or any of its subsidiaries, or any of their current or former officers, directors, employees or agents.

Application

(3) Subsection (2) applies to any action or other proceeding claiming any remedy or relief, including specific performance, injunction, declaratory relief, any form of compensation or damages, or any other remedy or relief, and includes a proceeding to enforce a judgment or order made by a court outside of Canada.

Retrospective effect

(4) Subsections (2) and (3) apply regardless of whether the cause of action on which the proceeding is purportedly based arose before, on or after the day this subsection comes into force.

Proceedings set aside

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