Statement by Ken Marshall
Regarding Nalcor CEO Severance and Auditor General Review
June 1, 2016

Significant attention has focused on the recent developments at Nalcor Energy
and associated entities. I understand and encourage public and media discussion
of these matters, provided such discourse is based in fact.
At the outset, I wish to thank and acknowledge the work by Board members at
Nalcor and its subsidiaries. These individuals commit significant time and effort in
governing and overseeing the activities and strategy implementation in domestic,
national and international matters. In particular, three former fellow Board
members of Nalcor Energy and Newfoundland and Labrador Hydro, recently at
the centre of this issue, have been dedicated and long-serving, and are purely
interested in the long term benefit and opportunities for present and future
generations. Leo Abbass, Tom Clift and Gerry Shortall, all professionals with
unique skills and abilities which they brought to every discussion, debate and
issue presented to the Board, have not received, nor sought, thanks or
recognition for the work conducted over the years.
I commit to ensuring my full participation in the review of the role played by the
former Nalcor Board of Directors and the governance process surrounding the
departure from the organization by Mr. Ed Martin, former President and CEO of
Nalcor.
To this end I am preparing materials for the Auditor Generalʼs review of the CEO
severance matter, and intend to cooperate fully with this review. In advance of
that, I wish to advise the following:
The former Board of Directors of Nalcor invoked and approved the employment
contract clause requiring severance to the former CEO, Mr. Ed Martin, at the
Board of Directorsʼ meeting held April 20, 2016. The Board was unanimous in
this decision, and acted on the information provided from the meetings held
between Mr. Ed Martin and the Premier, Minister of Natural Resources, and the
Premierʼs Chief of Staff held on April 17 and 19, 2016. The invocation was
conveyed to the Premier and Minister by email prior to the commencement of the
meeting, and confirmed in my telephone conversation with the Premier prior to
the vote taking place.

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The Board, in unprecedented manner, advised the Premier and Minister of
Natural Resources in advance of the Board of Directors meeting scheduled for
11am on April 20, 2016 of the items to be addressed at the meeting. The Board
of Directors engaged the assistance of internal and external legal counsel in
drafting the appropriate resolutions, agreements and releases for this significant
activity at Nalcor Energy. Separate external legal counsel had been engaged for
issues of that meeting. The final item of business at that meeting was the
tendering of resignation of each Board member, who acted independently.
With respect to detailed information regarding specifics of exchanges, timing,
conversations, content and associated matters, such information will not be
provided in this statement, however will be provided to the Auditor Generalʼs
office in the course of its review.
I wish to also state that the Board of Directors had no reason to alter any terms of
departure of Mr. Ed Martin in providing severance in accordance with his
employment contract. The Board of Directors held its fiduciary duty at the fore in
all matters and decisions. These members, myself included, were all longstanding and dedicated Board members, who consistently represented
themselves and made decisions with utmost care in the governance of the
organization and the steps Nalcor was taking to improve the future state for the
Province.
It was a privilege and honour to serve on the Board of Directors of Nalcor Energy.

Ken Marshall