2.12(1)The board of directors of the Holding Corporation shall administer the business and affairs of the Holding Corporation on a commercial basis, taking into consideration government policy.
2.12(2)The board of directors of the Holding Corporation shall be composed of
(a)
the President and Chief Executive Officer, who shall be a non-voting member, and
(b)
not more than 14 directors appointed by the Lieutenant-Governor in Council.
2.12(3)The directors referred to in paragraph (2)(b) shall be appointed for a term not exceeding five years.
2.12(4)Despite subsection (3), a director referred to in paragraph (2)(b) shall hold office at the pleasure of the Lieutenant-Governor in Council.
2.12(5)A director referred to in paragraph (2)(b) shall be appointed from among those persons nominated by the board of directors of the Holding Corporation in accordance with subsection (7).
2.12(6)Before making nominations under this section, the board of directors of the Holding Corporation shall advise the Lieutenant-Governor in Council of
(a)
the skills and qualifications required of the board of directors as a whole in order for the board to carry out its functions, and
(b)
the skills and qualification requirements for nominees for the board of directors position or positions to be filled.
2.12(7)In making nominations under this section, the board of directors of the Holding Corporation shall
(a)
use a merit-based and objective approach,
(b)
ensure that the board of directors as a whole has the necessary skills and qualifications to carry out its functions,
(c)
provide to the Lieutenant-Governor in Council a description of the recruitment, assessment and selection processes used and the results of those processes, and
(d)
comply with any regulations made under paragraph 142(1)(b).
2.12(8)A director referred to in paragraph (2)(b) may be reappointed for a second or subsequent term of office not exceeding five years, but subsection (5) does not apply to a director who is reappointed before or immediately after the expiry of their previous term.
2.12(9)Despite subsections (3) and (8) and subject to subsection (4), a director referred to in paragraph (2)(b) shall remain in office until the director resigns or is reappointed or replaced.
2.12(10)The resignation of a director becomes effective at the time a written resignation is received by the Holding Corporation, or at the time specified in the resignation, whichever is later.
2.12(11)A vacancy on the board of directors of the Holding Corporation does not impair the capacity of the board to act as long as a quorum is maintained.