ARCHIVED - Letter
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Ottawa, 9 August 2010
Chairperson, SCN Board of Directors
2440 Broad Street North Block, 3rd Floor
Director, Regulatory Affairs
2121 Saskatchewan Drive,
Regina, Saskatchewan, S4P 3Y2
Saskatchewan Communications Network Corporation
New board of directors – Purchase and Sale Agreement (including Interim Operating Procedures)
Case ID 489087 – Rapids #495364
The Commission has reviewed the correspondence dated 24 June, 8 July and 21 July 2010 filed by Saskatchewan Communications Network Corporation (SCN) in relation to the new SCN board of directors and the recent Purchase and Sale Agreement (PSA) entered into between SCN and Bluepoint Investments Inc. (Bluepoint).
SCN is the licensee of a non-commercial English-language television network operation for the distribution of educational programming via satellite (Decision CRTC 91-98).
SCN New board of directors
The Commission notes that on 23 June, 2010, the Government of Saskatchewan appointed two directors to the SCN board of directors to replace Ms. Audrey Roadhouse, Deputy Minister of Education. The SCN board of directors now includes Ms. Wynne Young, Deputy Minister of Tourism, Parks, Culture and Sport and existing Chair of the board, Ms. Dianna Waffle, a financial consultant for Great West Life, and Ms. Nancy McEwen, a local business owner and Senior Sales Director for Mary Kay Cosmetics. SCN confirmed that Ms. Waffle and Ms. McEwen are not employed nor have any other business relationship with the Government of Saskatchewan.
SCN confirmed the terms of the decision making process which are that all three directors have equal voting rights and that quorum requires the presence of all board members at all times.
The Commission is satisfied that SCN is not directly controlled by the Government of Saskatchewan and complies with the Direction to the CRTC (Ineligibility to Hold Broadcasting Licences).
Purchase and Sale Agreement
The Commission notes that a PSA between SCN and Bluepoint was executed on 30 June, 2010. In addition to the terms related to a future transaction, the PSA provides the terms related to the interim operation of the service (the Interim Arrangement), pending the consideration by the Commission of an application by Bluepoint seeking authority to acquire SCN assets and to obtain a licence to continue the operation of the service.
The Commission has reviewed the terms of the PSA concerning the interim operation of the service. Under this Interim Arrangement, Bluepoint has been contracted by SCN with the responsibility and authority to operate the service under the same terms and conditions as those of the current licence (Broadcasting Decision CRTC 2007-61). Further, the SCN board of directors, in its sole discretion, retains all decision making power for SCN, whether related to its CRTC conditions of licence or otherwise. The Commission also notes that SCN remains the responsible licensee for the undertaking in question.
Based on its review of the terms related to the Interim Arrangement and on clarifications filed by SCN, the Commission is satisfied that the SCN new board of directors will continue to exercise control of the service for the interim period of time.
The Commission emphasizes that this determination is not to be interpreted in any way as an indication that the Commission is predisposed to authorize the subsequent application by Bluepoint for a change in ownership of the service. In addition, a complete review of all of the terms of the PSA related to the purchase of the assets will be conducted in the context of the future application.
Originally signed by John Keogh, for
Robert A. Morin
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