(Consolidated up to 214/2008)

ALBERTA REGULATION 225/2007

Alberta Investment Management Corporation Act

ALBERTA INVESTMENT MANAGEMENT
CORPORATION REGULATION

Table of Contents

                1       Interpretation

                2       Term of appointment

                3       Ceasing to hold office

                4       Eligibility

                5       Qualifications

                6       Nominating committee

                7       Indemnities

                8       Borrowing

                9       Investing

              10       Reserve fund

              11       Coming into force

Interpretation

1(1)  In this Regulation,

                                 (a)    “Act” means the Alberta Investment Management Corporation Act;

                                 (b)    “chair” means the chair of the board;

                                 (c)    “senior publicly traded issuer” means a publicly traded issuer that has or had a market capitalization of at least $75 000 000.

(2)  For the purposes of the Act and this Regulation,

                                 (a)    “costs” includes funds advanced to defray the costs, charges and expenses of an action or proceeding referred to in section 12 of the Act;

                                 (b)    “party” includes a person involved in an action or proceeding;

                                 (c)    “proceeding” includes an investigation.

AR 225/2007 s1;214/2008

Term of appointment

2(1)  The term of office of a director must not exceed 3 years, but no director shall serve for more than 3 terms or 9 years, whichever occurs first.

(2)  Notwithstanding subsection (1), a director continues to hold office after that director’s term of office has expired until

                                 (a)    the director is reappointed,

                                 (b)    a successor is appointed, or

                                 (c)    a period of 6 months has elapsed,

whichever occurs first.

(3)  In determining the term of an appointment, the Lieutenant Governor in Council shall have regard to the desirability of having no more than 1/3 of the appointments expire in any one year.

(4)  In making an appointment, the Lieutenant Governor in Council shall have regard to the desirability of having a board that is comprised of individuals who, in the aggregate, have the full range of skills, knowledge and experience necessary to be able to effectively lead the Corporation in achieving its objects.

(5)  Subsection (3) applies to appointments made on or after January 1, 2011.

Ceasing to hold office

3(1)  A director ceases to hold office when

                                 (a)    the director resigns,

                                 (b)    the director becomes ineligible under section 4(2), or

                                 (c)    the director’s appointment expires or is terminated by the Lieutenant Governor in Council.

(2)  A resignation of a director becomes effective when received by the chair, in writing, or at the time specified in the resignation, whichever is later.

(3)  The chair shall send a copy of the director’s resignation to the Minister forthwith.

Eligibility

4(1)  The following individuals are not eligible to become a director:

                                 (a)    an individual who is less than 18 years of age;

                                 (b)    an individual who

                                           (i)    is a dependent adult as defined in the Dependent Adults Act or is the subject of a certificate of incapacity under that Act,

                                          (ii)    is a formal patient as defined in the Mental Health Act, or

                                         (iii)    has been found to be a person of unsound mind by a court elsewhere than in Alberta;

                                 (c)    an individual who has the status of bankrupt in Canada or equivalent status in any other jurisdiction;

                                 (d)    an individual who

                                           (i)    within the immediately preceding 5 years, has been convicted of an indictable offence or of an offence of a similar nature in another jurisdiction, or

                                          (ii)    has been convicted of an offence under the Bank Act (Canada) or the Loan and Trust Corporations Act, the Credit Union Act, the Insurance Act or the Securities Act, or an equivalent law of another jurisdiction;

                                 (e)    an individual, other than the Deputy Minister of the Minister, who is an employee of, or who is an employee of an agent of, the Crown;

                                  (f)    an individual who is a Member of the Legislative Assembly of Alberta.

(2)  A director is disqualified if the person

                                 (a)    was ineligible to become a director under subsection (1),

                                 (b)    becomes an individual referred to in subsection (1)(b), (c), (e) or (f), or

                                 (c)    is convicted of an offence referred to in subsection (1)(d).

(3)  An act of the board or a committee of the board is valid notwithstanding that a director may have been ineligible or disqualified under this section.

Qualifications

5   Individuals appointed to the board must have proven and demonstrable experience and expertise in investment management, finance, accounting or law or experience as an executive or a director in a senior publicly traded issuer.

Nominating committee

6(1)  The Minister shall establish a nominating committee to advise the Minister regarding the appointment of any individual to the board.

(2)  The nominating committee must be comprised of at least 3 individuals, each of whom must have proven and demonstrable experience and expertise in investment management, finance, accounting or law or experience as an executive or a director in a senior publicly traded issuer.

(3)  The chair is, if the office is not vacant, a member of the nominating committee.

(4)  The nominating committee shall provide the Minister with a short list of qualified candidates comprised of at least double the number of positions to be filled, excluding any positions to be filled by reappointment.

(5)  In determining the short list referred to in subsection (4), the nominating committee must take into account section 2(4).

(6)  The Minister shall recommend to the Lieutenant Governor in Council only candidates for appointment to the board who have been provided by the nominating committee.

(7)  This section does not apply with respect to the reappointment of a director.

(8)  This section applies in respect of persons to be appointed to the board after January 1, 2008.

Indemnities

7(1)  The Corporation may indemnify a person under section 12(1) of the Act if authorized by a resolution of the board.

(2)  The Corporation must purchase and maintain appropriate liability insurance, as is commercially reasonable, to indemnify the Corporation against the costs, charges and expenses in respect of which indemnification under section 12(1) of the Act may be required.

(3)  The indemnity

                                 (a)    must be in writing, and

                                 (b)    may contain such additional terms and conditions required by the Corporation or the Minister.

(3.1)  If the Corporation advances funds to a person in order to defray the costs of an action or proceeding, the person shall repay the funds advanced unless the person fulfils the conditions set out in section 12(1) of the Act and any terms and conditions required under subsection (3)(b).

(4)  The Corporation may, under section 12(2) of the Act, provide indemnities in writing of the type that the Crown may provide under section 71(1)(a), (b) or (d) of the Financial Administration Act.

AR 225/2007 s7;214/2008

Borrowing

8   If authorized by a resolution of the board, the Corporation may, under section 18 of the Act, borrow money from the Crown or from a bank, credit union or treasury branch that is required for the Corporation’s operating, capital or other purposes authorized by the Minister.

Investing

9   The Corporation may invest its funds only as a participant under section 40 of the Financial Administration Act.

Reserve fund

10   The Corporation may, if authorized by a resolution of the board, establish and maintain a reserve fund for the purpose of

                                 (a)    managing money not immediately required for the Corporation’s operating, capital or other authorized purposes, or

                                 (b)    repaying any money borrowed under section 8.

Coming into force

11   This Regulation comes into force on January 1, 2008.