14 Transitional
HER MAJESTY, by and with
the advice and consent of the Legislative Assembly of Alberta, enacts as
follows:
Definitions
1 In this Act,
(a) “Alberta
Blue Cross Plan” means the Alberta Blue Cross Plan operated by the Corporation
in accordance with this Act and the regulations;
(a.1) “board”
means the board of directors of the Corporation;
(b) “Corporation”
means the ABC Benefits Corporation continued under section 2;
(c) “Minister” means the Minister determined
under section 16 of the Government
Organization Act as the Minister responsible for this Act.
RSA 2000 cA‑1
s1;2004 c5 s1
ABC Benefits Corporation
2(1) The Board of Trustees of the Alberta Blue Cross
Plan is continued as a not‑for‑profit corporation with the name
“ABC Benefits Corporation”.
(2) To carry out its purposes the Corporation has
the capacity and, subject to this Act and the regulations, the rights, powers
and privileges of a natural person.
1996 cA‑0.5 s2
Purposes of Corporation
3 The purposes of the Corporation are
(a) to
initiate, own, participate in or operate projects, plans or programs, and to
provide related services, that are intended or designed to improve the health
and well‑being of the residents of Alberta and other customers of the
Corporation;
(b) to
provide or arrange for the provision of supplementary health benefit programs
and related or associated benefit programs and services;
(c) subject to this Act and the regulations, to
continue the operation of the Alberta Blue Cross Plan.
RSA 2000 cA‑1
s3;2004 c5 s1
Board of directors
4(1) The Corporation shall be governed by a board of
directors, which shall manage or supervise the management of the business and
affairs of the Corporation.
(2) The board consists of the number of members
determined under the regulations and the members shall be appointed in the
manner provided for in the regulations.
RSA 2000 cA‑1
s4;2004 c5 s1
Duty of care
4.1(1) Every
member of the board and every officer of the Corporation, in exercising any of
the powers of a member or an officer and discharging any of the duties of a member
or an officer, must
(a) act
honestly and in good faith with a view to the best interests of the
Corporation, and
(b) exercise
the care, diligence and skill that a reasonable and prudent person would
exercise in comparable circumstances.
(2) Every member of the board and every
officer and employee of the Corporation must comply with this Act, the
regulations and the bylaws of the Corporation.
(3) No provision in any contract, in any
resolution or in the bylaws of the Corporation relieves any member of the board
or officer or employee of the Corporation from the duty to act in accordance
with this Act and the regulations or relieves a member, officer or employee
from liability for a breach of that duty.
2004 c5 s1
Duties of board
4.2 The board shall
(a) establish
an audit committee and a conduct review committee;
(b) appoint
an actuary for the Corporation;
(c) establish
and maintain policies and procedures to ensure that the Corporation applies
prudent investment standards;
(d) establish
and maintain policies and procedures addressing the identification, disclosure
and resolution of matters involving conflict of interest of members of the
board and senior officers and employees of the Corporation.
2004 c5 s1
No distribution of
assets
5 The Corporation shall not
distribute surplus assets or earnings to the members of the board or to any of
the officers or employees of the Corporation.
1996 cA‑0.5 s5
Disposition of
operations, assets
6(1) The Corporation shall not dispose of any part
of its operations as a going concern except
(a) with
the prior consent of the Lieutenant Governor in Council,
(b) pursuant
to an order of the Lieutenant Governor in Council under subsection (2), or
(c) as
part of the winding‑up of the Corporation.
(2) The
Lieutenant Governor in Council may by order direct the Corporation to dispose
of
(a) all
or part of its property, assets, liabilities or obligations, or
(b) all
or part of its operations as a going concern.
(3) An order under subsection (1)(a) or (2) may be
made subject to any terms and conditions, and may contain any terms and
conditions, respecting the disposition that the Lieutenant Governor in Council
considers appropriate.
1996 cA‑0.5 s6
Bylaws
7(1) The board may make bylaws respecting the
conduct of the business and affairs of the Corporation.
(2) Bylaws
made under subsection (1) must not be inconsistent with this Act or the
regulations.
(3) The Regulations
Act does not apply to bylaws made under this section.
1996 cA‑0.5 s7
Head office
8 The Corporation shall maintain
its head office in Alberta.
1996 cA‑0.5 s8
Auditor
9 The Corporation shall appoint
a qualified person as auditor of the Corporation.
1996 cA‑0.5 s9
Preparation of financial
statements
9.1(1) The
Corporation shall ensure that audited financial statements for the Corporation
are prepared annually.
(2) The audited financial statements
must be prepared in accordance with the regulations, and must show the
operations of the Corporation that relate to the administration of programs
that are funded by the Government of Alberta separately from the other
operations of the Corporation.
(3) The Corporation shall establish and
maintain a policy that ensures the fair and reasonable allocation of expenses
and income among the operations referred to in subsection (2).
(4) The Corporation’s policy liabilities
with respect to the operation of the Alberta Blue Cross Plan, as shown in the
audited financial statements, must be certified by the actuary.
(5) The Corporation shall make the
audited financial statements available for inspection to any person on request
and shall provide a copy of the audited financial statements to any person on
request.
(6) The Corporation may charge a
reasonable fee on a cost recovery basis for a copy of the audited financial
statements provided under subsection (5).
2004 c5 s1
Annual report
10 The Corporation shall, not
later than 120 days after the end of each fiscal year, prepare and submit to
the Minister in a form that is acceptable to the Minister an annual report for
the fiscal year that includes the Corporation’s audited financial statements
and any other information required by the Minister.
1996 cA‑0.5 s10
Information to Minister
11 The Corporation shall on the
written request of the Minister provide to the Minister within the time
specified in the request any reports, returns or other information relative to
the operations of the Corporation that is specified in the request.
1996 cA‑0.5 s11
Insurance Act does not
apply
12(1) The
Insurance Act does not apply in respect
of the Corporation’s operation of the Alberta Blue Cross Plan.
(2) The
Corporation shall not undertake insurance except as part of its operation of
the Alberta Blue Cross Plan.
RSA 2000 cA‑1
s12;2004 c5 s1
Payment instead of taxes
12.1(1) If
the Corporation is exempt from the payment of income tax under the Income
Tax Act (Canada) or the Alberta Corporate Tax Act with respect to a
taxation year, it must, in accordance with the regulations, pay to the Crown in
right of Alberta an amount in lieu of tax with respect to that year.
(1.1) If
in respect of a taxation year the Corporation is entitled to a refund in
accordance with the regulations because
(a) the
amount of instalments paid by the Corporation in a taxation year was greater
than the actual payment required under the regulations, or
(b) under
the regulations the Corporation would have been entitled to a refund if it had
been required to pay tax under the Alberta Corporate Tax Act or the Income
Tax Act (Canada), or both,
the refund may be paid
out of the General Revenue Fund.
(2) Subsection
(1) applies with respect to 2005 and subsequent taxation years.
2004 c5 s1;2005 c25 s19
Regulations
13 The Lieutenant Governor in Council may
make regulations
(a) specifying
the programs and services that constitute the Alberta Blue Cross Plan and
governing the nature and extent of those programs and services;
(a.1) governing,
prohibiting and restricting the Corporation’s exercise of its powers, the
carrying out of its purposes and the performance of its duties under this Act;
(b) respecting
the number of members on the board and providing for all things related to the
nomination and appointment of members of the board;
(c) respecting
the payment of remuneration and expenses to members of the board;
(c.1) governing
(i) the manner in which audited financial statements are to be
prepared, including the manner in which information is to be presented in them,
and
(ii) the manner in which the audit function is to be carried out
for the purposes of section
9.1;
(c.2) excluding
programs that are funded by the Government from the reporting requirement in
section 9.1(2);
(c.3) governing
the manner in which the audit committee and the conduct review committee are
constituted and governing their powers, duties and functions;
(c.4) governing
the qualifications of a person to be appointed as actuary, and governing the
powers and duties of the actuary and the manner in which they are to be carried
out;
(c.5) governing
the manner in which the amount payable under section 12.1 is to be determined;
(c.6) governing
the interval for payment of the amount to be paid under section 12.1;
(c.7) for
the purposes of section 12.1, making any provisions of the Income Tax Act
(Canada) and the Alberta Corporate Tax Act and regulations under either
or both enactments applicable to the Corporation, with or without
modifications;
(d) governing the winding‑up of the
Corporation.
RSA 2000 cA‑1
s13;2004 c5 s1
Transitional
14(1) On December 1, 1996, all of the rights, powers,
property, assets, obligations and liabilities of the Provincial Health
Authorities of Alberta in respect of the operation of the Alberta Blue Cross
Plan are vested in and become the rights, powers, property, assets, obligations
and liabilities of the Corporation.
(2) If a question arises as to the application of
subsection (1) with respect to a particular right, power, property, asset,
obligation or liability, the matter shall be referred to the Minister, whose
decision is final.
1996 cA‑0.5 s14