THE IESO

Board of Directors 1. (1) The following classes of persons are prescribed for the purposes of subsection 10 (4) of the Act as persons who may not hold office as a director of the IESO: 1. Directors, officers or employees of any of the persons or entities described in subsection (2). 2. Persons who have a material interest in any of the persons or entities described in subsection (2). O. Reg. 79/24, s. 1. (2) The persons or entities referred to in subsection (1) are, (a) a market participant; (b) a generator, distributor, transmitter or retailer licensed under Part V of the Ontario Energy Board Act, 1998; (c) a person or entity licensed under Part V of the Ontario Energy Board Act, 1998 in respect of the ownership or operation of an electricity storage facility; (d) a gas distributor, gas transmitter or storage company as defined in section 3 of the Ontario Energy Board Act, 1998; (e) a person or entity who controls, within the meaning of subsection 1 (5) of the Business Corporations Act, a person or entity referred to in clauses (a), (b), (c) or (d) of this subsection; (f) a subsidiary of a person or entity referred to in clauses (a), (b), (c) or (d) that could reasonably be expected to benefit from the decisions of a director of the IESO; or (g) the Board. O. Reg. 79/24, s. 1. (3) For the purposes of paragraph 2 of subsection (1), (a) a material interest of a spouse or a dependent child of a person is deemed to be a material interest of the person; (b) an interest held as the beneficiary of a trust that does not permit the beneficiary to have any knowledge of the holdings of the trust is not a material interest, unless the spouse or a dependent child of that beneficiary is a trustee of the trust; (c) an interest in an investment fund security trading on an exchange or an alternative trading system, as defined in the Securities Act, is not a material interest; and (d) an interest in a mutual fund as defined in section 1 of the Securities Act is not a material interest unless the fund is operated as an investment club where, (i) its shares or units are held by not more than 50 persons and its indebtedness has never been offered to the public, (ii) it does not pay or give any remuneration for investment advice or in respect of trades in securities, except normal brokerage fees, and (iii) all of its members are required to make contributions in proportion to the shares or units each holds for the purpose of financing its operations. O. Reg. 79/24, s. 1. (4) In this section, “electricity storage facility” means a facility that, (a) is only connected to the IESO-controlled grid or the distribution system of a distributor licensed under Part V of the Ontario Energy Board Act, 1998, and (b) withdraws electricity from the IESO-controlled grid or the distribution system of a distributor licensed under Part V of the Ontario Energy Board Act, 1998 for the sole purpose of storing the electricity temporarily and then conveying that electricity or a portion of that electricity back into the IESO-controlled grid or a distribution system of a distributor licensed under Part V of the Ontario Energy Board Act, 1998; (“installation de stockage d’électricité”) “spouse” means, (a) a spouse as defined in section 1 of the Family Law Act, or (b) either of two persons who live together in a conjugal relationship outside marriage. (“conjoint”) O. Reg. 79/24, s. 1. 2., 3. Revoked: O. Reg. 334/07, s. 2. Application of the Business Corporations Act and the Corporations Act 4. (1) The following provisions of the Business Corporations Act apply, with necessary modifications, to the IESO: 1. Subsections 132 (1) to (7) and 132 (9). 2. Section 136. O. Reg. 610/98, s. 4 (1); O. Reg. 334/07, s. 3 (1). (2) For the purposes of subsection (1), (a) a reference in the Business Corporations Act to an officer of a corporation shall be deemed to include a member of a panel established by the IESO; and (b) a contract or transaction that requires compliance with any of the market rules is not for that reason alone a material contract or transaction for the purposes of section 132 of the Business Corporations Act. O. Reg. 610/98, s. 4 (2); O. Reg. 334/07, s. 3 (2). (3) Despite subsection (1), subsections 132 (1) to (7) and 132 (9) of the Business Corporations Act do not apply, (a) so as to prohibit a director of the IESO or a member of a panel established by the IESO from voting on the market rules or an amendment to the market rules; or (b) so as to require a director of the IESO or a member of a panel established by the IESO, in connection with a vote on the market rules or an amendment to the market rules, to make any disclosure or request any entry in the minutes of meetings. O. Reg. 610/98, s. 4 (3); O. Reg. 334/07, s. 3 (3). 5. The following provisions of the Corporations Act apply, with necessary modifications, to the IESO: 1. Subsections 59 (1) and (2) and sections 60 and 61. 2. Section 96. 3. Section 122. 4. Sections 273 and 275. 5. Subsections 286 (4) and (5) and section 292. 6. Subsection 298 (4) and sections 299 to 305. O. Reg. 610/98, s. 5; O. Reg. 334/07, s. 4. 6. Revoked: O. Reg. 334/07, s. 5. Procedure for Amending the Market Rules 7. The following information is prescribed for the purpose of subsection 33 (2) of the Act: 1. If a member of the IESO’s board of directors is of the opinion that the assessment of the impact of the amendment that was given to the Board under subsection 32 (6) of the Act is not correct and the member has made a written statement expressing his or her reasons for that opinion, a copy of the statement. 2. A summary of any comments received by the IESO, during any consultation process undertaken by the IESO with respect to the amendment, that relate to the impact of the amendment on the interests of consumers with respect to prices or the reliability or quality of electricity service. 3. A summary of any discussions of the IESO’s Technical Panel with respect to the amendment that relate to the impact of the amendment on the interests of consumers with respect to prices or the reliability or quality of electricity service. 4. The date the amendment is intended to come into force. O. Reg. 334/07, s. 6. 8. The following information is prescribed for the purpose of subsection 34 (2.1) of the Act: 1. The information prescribed under section 7. 2. A statement of the reasons why, in the opinion of the IESO, the amendment is urgently required. O. Reg. 343/02, s. 1; O. Reg. 334/07, s. 7. 9. The following additional reasons are prescribed for the purpose of paragraph 5 of subsection 34 (1) of the Act: 1. To facilitate the implementation of any of subsections 32 (6), 33 (2) and (3) and 34 (2.1) and (2.2) of the Act. 2. Revoked: O. Reg. 79/24, s. 2. 3. To facilitate the implementation of regulations made under section 88.0.1 of the Ontario Energy Board Act, 1998. O. Reg. 343/02, s. 1; O. Reg. 334/07, s. 8; O. Reg. 79/24, s. 2.