Alberta Research and Innovation Regulation

(Consolidated up to 146/2026) alberta regulation 203/2009 Alberta Research and Innovation Act ALBERTA RESEARCH AND INNOVATION REGULATION Table of Contents 1 Interpretation 3 Board of directors 4 Eligibility for appointment 6 Duties and functions of board 7 Chief Executive Officer 8 Powers of corporations 8.1 Investments 8.2 Reports respecting investments 9 Acquisition of real property 10 Subsidiaries 11 Indemnification 12 Bylaws 13 Business plans 14 Annual report 15 Other reports and information 16 Payments from Endowment Funds 17 Dissolution 19 Coming into force Interpretation 1 (1) In this Regulation, (a) “Act” means the Alberta Research and Innovation Act ; (b) “board” means the board of directors of a research and innovation corporation; (c) repealed AR 146/2026 s2; (d) “director” means a director of a board of a research and innovation corporation. (2) For the purposes of the Act and this Regulation, “Alberta‑based company” means a corporation (a) registered to conduct business in Alberta, and (b) that has a permanent establishment, as defined in the Alberta Corporate Tax Act , in Alberta. AR 203/2009 s1;174/2016;146/2026 2 Repealed AR 174/2016 s1. Board of directors 3 (1) A research and innovation corporation shall have a board of directors consisting of not more than 12 directors appointed by the Lieutenant Governor in Council. (2) A director may hold office for one or more terms but in no case may a person serve as a director for more than 10 consecutive years. (3) A break in service of less than 2 years shall be disregarded in determining the number of consecutive years under subsection (2). (4) The Lieutenant Governor in Council shall designate one of the directors as Chair and another as Vice‑chair. (5) A director ceases to hold office when (a) the director resigns, (b) the director’s appointment expires or is terminated by the Lieutenant Governor in Council, or (c) the director is disqualified under section 4(2). (6) A director’s resignation becomes effective when it is received by the Chair in writing or at the time specified in the resignation, whichever is later. (7) The Chair shall send a copy of a resignation to the Minister forthwith. (8) Notwithstanding subsections (2) and (5)(b), where a director’s appointment expires, the director continues to hold office until (a) the director is reappointed, (b) a successor is appointed, or (c) 3 months has elapsed since the expiry, whichever occurs first. (9) The Lieutenant Governor in Council shall determine the remuneration and traveling expenses payable to directors and to members of committees established by a board. AR 203/2009 s3;174/2016;146/2026 Eligibility for appointment 4 (1) The following individuals are not eligible to be appointed as a director: (a) an individual who is less than 18 years of age; (b) an individual who (i) is a represented adult as defined in the Adult Guardianship and Trusteeship Act or is the subject of a certificate of incapacity under the Public Trustee 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, within the immediately preceding 5 years, has been convicted of an indictable offence or of an offence of a similar nature in another jurisdiction. (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) or (c), or (c) is convicted of an offence referred to in subsection (1)(d). AR 203/2009 s4;168/2010 5 Repealed AR 174/2016 s1. Duties and functions of board 6 (1) The board shall manage or supervise the management of the business and affairs of the research and innovation corporation. (2) The board may delegate, on terms and conditions the board considers advisable, to a director, a committee of the board, the Chief Executive Officer, any officer or employee of the research and innovation corporation or any other person any of the board’s powers, duties and functions except (a) the power to appoint the Chief Executive Officer under section 7, (b) the power to make bylaws under section 12, (c) the power to approve business plans referred to in section 13, and (d) the power to approve financial statements and annual reports under section 14. AR 203/2009 s6;146/2026 Chief Executive Officer 7 (1) The board may appoint a Chief Executive Officer and shall determine the Chief Executive Officer’s powers, duties and functions. (2) Subject to the Minister’s approval, the board shall determine the compensation to be paid to the Chief Executive Officer. (3) The Chief Executive Officer may, on terms and conditions the Chief Executive Officer considers advisable, delegate to any employee of the research and innovation corporation or any other person any of the Chief Executive Officer’s powers or duties. AR 203/2009 s7;146/2026 Powers of corporations 8 (1) A research and innovation corporation has the capacity and, subject to the Act and this Regulation, the rights, powers and privileges of a natural person. (2) A research and innovation corporation may, if authorized by a resolution of its board, borrow money (a) by credit card, overdraft or unsecured line of credit, if the money is required for operating purposes in the ordinary course of the research and innovation corporation’s business, or (b) by other means or for other purposes, with the prior written approval of the Minister. (2.1) A research and innovation corporation may facilitate, support and participate in the management, commercialization, monetization and protection of intellectual property developed by an Alberta‑based company whose research and innovation activities align with Government priorities. (3) to (5) Repealed AR 146/2026 s4. (6) For the purposes of section 7(3) of the Act, “loans” does not include a payment in the form of a grant even though there may be an obligation to repay the amount or a portion of the amount in the event of a breach of a condition or other circumstance. (7) Repealed AR 174/2016 s1. AR 203/2009 s8;288/2009;174/2016;146/2026 Investments 8.1 A research and innovation corporation may make only the following investments: (a) an acquisition of shares in a subsidiary corporation of the research and innovation corporation made when the research and innovation corporation incorporates or acquires the subsidiary corporation; (b) an investment in an Alberta‑based company whose research and innovation activities align with Government priorities if (i) the research and innovation corporation determines that the investment would reasonably be expected to generate financial returns for the research and innovation corporation, (ii) the investment will cause the research and innovation corporation to have a minority interest in the Alberta‑based company, (iii) the investment will be made after, or at the same time that, a venture capital fund, another entity or a partnership makes an investment in the Alberta‑based company that is material, and (iv) the venture capital fund, other entity or partnership has proven and demonstrable experience and expertise in making investments. AR 146/2026 s5 Reports respecting investments 8.2 A research and innovation corporation must, in the form and manner and at a frequency determined by the Minister, submit to the Minister a report respecting investments under section 8.1(b), including respecting (a) investments the research and innovation corporation is considering making under section 8.1(b), (b) investments made under section 8.1(b) during the period to which the report pertains, (c) investments made under section 8.1(b) that the research and innovation corporation exited during the period to which the report pertains, and (d) the aggregate portfolio-level performance of investments made under section 8.1(b). AR 146/2026 s5 Acquisition of real property 9 (1) A research and innovation corporation shall not, without the prior written approval of the Minister, acquire, hold or dispose of real property. (2) Subsection (1) does not apply to real property donated or bequeathed to a research and innovation corporation, but the research and innovation corporation must notify the Minister as soon as is practicable after accepting the donation or bequest. AR 203/2009 s9;174/2016;146/2026 Subsidiaries 10 (1) A research and innovation corporation must obtain the prior approval of the Minister to (a) incorporate a subsidiary corporation, (b) acquire a subsidiary corporation either directly or indirectly, or (c) dissolve, liquidate, wind‑up or dispose of a subsidiary corporation prior to seeking Lieutenant Governor in Council approval under section 80 of the Financial Administration Act . (2) Subsection (1) does not apply to an acquisition of a subsidiary corporation under section 6.2 or 7(2)(h) of the Act. (3) Section 8(2.1) applies to a subsidiary corporation of a research and innovation corporation. AR 203/2009 s10;174/2016;146/2026 Indemnification 11 (1) A research and innovation corporation may indemnify (a) a present or former director or officer of a research and innovation corporation, (b) a person who acts or acted at the request of a research and innovation corporation, or as a director or officer of another corporation of which the research and innovation corporation is or was, directly or indirectly, a shareholder or creditor, (c) an employee or former employee of a research and innovation corporation, and (d) the heirs and legal representatives of a person referred to in clause (a), (b) or (c), against costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, reasonably incurred by that person with respect to a civil, criminal or administrative action or proceeding to which that person is made a party by reason of holding such a position if that person acted honestly, in good faith and with a view to the best interests of the research and innovation corporation or, in the case of a person who acts or acted as a director or officer of another corporation of which the research and innovation corporation is or was, directly or indirectly, a shareholder or creditor, the other corporation, and in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, if that person had reasonable grounds for believing that the conduct that is the subject of the action or proceeding was lawful. (2) A research and innovation corporation shall not provide an indemnity referred to in subsection (1) unless the indemnity (a) is in writing, and (b) is authorized by a resolution of its board. (3) A research and innovation corporation may provide indemnities in writing of the type that the Crown may provide under section 71(a), (b) or (d) of the Financial Administration Act . (4) A research and innovation corporation may not provide indemnities except in accordance with this section. AR 203/2009 s11;146/2026 Bylaws 12 (1) A board may make bylaws respecting the business and affairs of the research and innovation corporation. (2) A board shall, by bylaw, establish a code of conduct, including conflict of interest guidelines, to apply to directors, officers and employees of the research and innovation corporation. (3) The board shall, forthwith after the making of a bylaw, provide a copy of the bylaw to the Minister. (4) A copy of the code of conduct must be made available to the public. AR 203/2009 s12;146/2026 Business plans 13 A research and innovation corporation shall annually complete and provide to the Minister for the Minister’s approval, in a form and at a time determined by the Minister, a multi‑year business plan approved by the board, which must include (a) the budget for the fiscal years to which the plan applies, (b) the goals, desired outcomes and targets for the fiscal years to which the plan applies, (b.1) the proposed methods for measuring its performance in respect of the goals, desired outcomes and targets, and (c) any additional information requested by the Minister. AR 203/2009 s13;174/2016;146/2026 Annual report 14 (1) A research and innovation corporation shall, after the end of each fiscal year, prepare an annual report, in a form and at a time determined by the Minister, summarizing its transactions and affairs during the preceding year and containing audited financial statements and any additional information requested by the Minister in writing. (2) Without limiting the requirements of subsection (1), a research and innovation corporation shall report on the research and innovation corporation’s performance in the preceding fiscal year in respect of the goals, desired outcomes and targets outlined in the business plan for that fiscal year in its annual report. (3) As soon as an annual report prepared under subsection (1) is approved by the board, a research and innovation corporation shall forward it to the Minister for the Minister’s approval. AR 203/2009 s14;174/2016;146/2026 Other reports and information 15 A research and innovation corporation must, at such time as the Minister determines, submit to the Minister any reports or other information required by the Minister, including any information required for the purposes of a review of the research and innovation corporation. AR 203/2009 s15;174/2016;146/2026 Payments from Endowment Funds 16 The Alberta Heritage Foundation for Medical Research Endowment Fund may make payments in excess of 4.5% of the market value of the Endowment Fund if, in the opinion of the Minister, it is required to carry out the purpose of the Endowment Fund. Dissolution 17 The Lieutenant Governor in Council may by order dissolve or liquidate and dissolve a research and innovation corporation, including setting out the manner in which the dissolution and any liquidation are to be carried out, and the winding up of the activities of the research and innovation corporation. AR 203/2009 s17;174/2016;146/2026 18 Repealed AR 174/2016 s1. Coming into force 19 This Regulation comes into force on the coming into force of section 7 of the Act.