Bill C-43

Coming into Force

314. The provisions of this Division, other than subsections 309(2) and (3), section 312 and subsections 313(1) and (3), come into force on a day or days to be fixed by order of the Governor in Council.

Division 25

Prothonotaries of the Federal Court

Judges Act

315. The heading before section 2 of the French version of the Judges Act is replaced by the following:

316. The definitions “age of retirement” and “survivor” in section 2 of the Act are replaced by the following:

“age of retirement” of a judge or of a prothonotary of the Federal Court means the age, fixed by law, at which the judge or prothonotary ceases to hold office;

“survivor”, in relation to a judge or to a prothonotary of the Federal Court, means a person who was married to the judge or prothonotary at the time of the judge’s or prothonotary’s death or who establishes that he or she was cohabiting with the judge or prothonotary in a conjugal relationship at the time of the judge’s or prothonotary’s death and had so cohabited for a period of at least one year.

317. The Act is amended by adding the following after section 2:

318. The Act is amended by adding the following after section 10:

319. (1) Subsection 25(1) of the Act is replaced by the following:

25. (1) The yearly salaries referred to in sections 9, 10 and 11 to 22 apply in respect of the twelve month period commencing April 1, 2012.

(2) The portion of subsection 25(2) of the Act before paragraph (a) is replaced by the following:

(2) The salary annexed to an office of judge in sections 9, 10 and 11 to 22 for the twelve month period commencing April 1, 2013, and for each subsequent twelve month period, shall be the amount obtained by multiplying

320. Subsection 26.3(3) of the Act is replaced by the following:

(3) An assessment officer of the Federal Court, other than a judge or a prothonotary, shall determine the amount of costs, on a solicitor-and-client basis, in accordance with the Federal Courts Rules.

321. The Act is amended by adding the following after section 26.3:

322. Subsection 42(4) of the Act is replaced by the following:

(4) In this section, “judicial office” means the office of a judge of a superior or county court or the office of a prothonotary of the Federal Court.

323. Subsection 43.1(6) of the Act is amended by adding the following in alphabetical order:

324. Section 44 of the Act is amended by adding the following after subsection (2):

325. Section 50 of the Act is amended by adding the following after subsection (4):

326. Paragraph 69(1)(a) of the Act is replaced by the following:

(a) a judge of a superior court or a prothonotary of the Federal Court, or

327. Section 71 of the Act is replaced by the following:

71. Nothing in, or done or omitted to be done under the authority of, any of sections 63 to 70 affects any power, right or duty of the House of Commons, the Senate or the Governor in Council in relation to the removal from office of a judge, a prothonotary of the Federal Court or any other person in relation to whom an inquiry may be conducted under any of those sections.

Federal Courts Act

328. (1) Subsection 12(4) of the Federal Courts Act is replaced by the following:

(2) Subsection 12(5) of the Act is repealed.

Transitional Provisions

329. Despite section 10.1 of the Judges Act, a prothonotary of the Federal Court is only entitled to be paid, in respect of the period beginning on April 1, 2012 and ending on the day on which this section comes into force, the difference between the salary described in that section 10.1 and any salary paid or payable to the prothonotary for the same period under the Federal Courts Act.

330. (1) A prothonotary of the Federal Court who holds office on the day on which this section comes into force will continue to be deemed to be employed in the public service for the purposes of the Public Service Superannuation Act, as if subsection 12(5) of the Federal Courts Act was not repealed, if the prothonotary makes an election to that effect. The election must be made in writing, signed by the prothonotary, and sent to the President of the Treasury Board within six months after the day on which this section comes into force.

(2) An election made under subsection (1) is irrevocable.

(3) If a prothonotary does not make an election under subsection (1) and the prothonotary did not have any pensionable service to their credit for the purposes of the Public Service Superannuation Act before holding the office of prothonotary,

(a) the prothonotary ceases to be deemed to be employed in the public service for the purposes of that Act on the day on which this section comes into force;

(b) the prothonotary is not entitled to a refund of any contributions made by the prothonotary under that Act in respect of any period during which the prothonotary held the office of prothonotary;

(c) the prothonotary is not entitled to a return of contributions under subsection 12(3) of that Act in respect of any period during which the prothonotary held the office of prothonotary;

(d) the period during which the prothonotary held the office of prothonotary is not counted as pensionable service for the purposes of that Act;

(e) if the prothonotary made an election under subsection 51(1) of that Act, the election is deemed never to have been made; and

(f) subsection 51(2) of that Act does not apply to the prothonotary.

(4) If a prothonotary does not make an election under subsection (1) and the prothonotary had pensionable service to their credit for the purposes of the Public Service Superannuation Act before holding the office of prothonotary,

(a) the prothonotary ceases to be deemed to be employed in the public service for the purposes of that Act on the day on which this section comes into force;

(b) the prothonotary is not entitled to a refund of any contributions made by the prothonotary under that Act in respect of any period during which the prothonotary held the office of prothonotary;

(c) the period during which the prothonotary held the office of prothonotary before the day on which this section comes into force is not counted as pensionable service for the purposes of that Act, other than for the purposes of sections 12 and 13 of that Act;

(d) despite subsection 69(3) of that Act, for the purposes of section 69 of that Act, the retirement year or retirement month of the prothonotary is the year or month, as the case may be, in which the prothonotary was appointed to the office of prothonotary; and

(e) for the purposes of Part II of that Act, the prothonotary’s salary is their salary in the public service on the day before the day on which they were appointed to the office of prothonotary, expressed in terms of an annual rate.

Consequential Amendments to the Garnishment, Attachment and Pension Diversion Act

331. Paragraph (a) of the definition “salary” in section 4 of the Garnishment, Attachment and Pension Diversion Act is replaced by the following:

(a) in the case of a judge or prothonotary to whom the Judges Act applies, the salary payable under that Act, or

332. The portion of section 5 of the Act after paragraph (b) is replaced by the following:

payable to judges and prothonotaries to whom the Judges Act applies, or payable to any other person, excluding corporations, on behalf of a department or by a Crown corporation prescribed under paragraph 12(c) for the purposes of this Division.

Coming into Force

333. Section 318 is deemed to have come into force on April 1, 2012.

Division 26

Canadian Payments Act

Amendments to the Act

334. (1) The definition “Executive Committee” in subsection 2(1) of the Canadian Payments Act is repealed.

(2) The definition “payment item” in subsection 2(1) of the Act is replaced by the following:

“payment item” means an item within a class of items prescribed by by-law;

(3) The portion of the definition “loan company” in subsection 2(1) of the Act before paragraph (a) is replaced by the following:

“loan company” means a corporation that accepts deposits transferable by order and that

(4) The portion of the definition “trust company” in subsection 2(1) of the Act before paragraph (a) is replaced by the following:

“trust company” means a corporation that accepts deposits transferable by order and that

335. Paragraphs 4(2)(a) and (c) of the Act are replaced by the following:

(a) a central, a trust company, a loan company and any other person, other than a local that is a member of a central or a cooperative credit association, that accepts deposits transferable by order;

(c) Her Majesty in right of a province or an agent or mandatary of Her Majesty in right of a province, if Her Majesty in right of a province or the agent or mandatary accepts deposits transferable by order;

336. The Act is amended by adding the following after section 4:

337. Sections 8 and 9 of the Act are replaced by the following:

9. (1) No person is eligible to be a director if they are

(a) a director, officer or employee of the Bank of Canada;

(b) employed in any capacity in the federal public administration or the public service of a province or hold any office or position for which any salary or other remuneration is payable out of public moneys; or

(c) a member of the Senate or House of Commons or a member of a provincial legislature.

(3) For the purposes of this section,

(a) one corporation is affiliated with another corporation if one of them is the subsidiary of the other or both are subsidiaries of the same corporation or each of them is controlled by the same person; and

(b) if two corporations are affiliated with the same corporation at the same time, they are deemed to be affiliated with each other.

(4) In paragraph (3)(a), “control” means control in any manner that results in control in fact, whether directly through the ownership of securities or indirectly through a trust, agreement or arrangement, the ownership of any corporation or otherwise.

9.1 (1) The elected directors hold office for a term of three years and are eligible to be elected for only one further term.

(2) If a resolution passed by a two-thirds majority of the members who are present at a special meeting of members called to consider the resolution provides for the recall of an elected director, then, despite subsection (1), that director ceases to be a director of the Association at the time notice of the resolution is given to the director or at any other time that may be fixed by by-law.

(3) A director referred to in paragraph 8(1)(d) shall be paid by the Association the remuneration that is fixed by by-law.

338. Sections 11 to 13 of the Act are replaced by the following:

11. (1) If a vacancy among the elected directors occurs, the directors shall cause a meeting to be held of the members for the purpose of electing a director to fill the vacancy for the remainder of the term of the director whose departure resulted in the vacancy.

(2) If the meeting is called and there is no quorum or the meeting fails to elect a director to fill the vacancy, the Board shall elect a director for the remainder of the term of the director whose departure from the Board resulted in the vacancy.

339. Section 15 of the Act is replaced by the following:

15. (1) The elected directors shall elect a Chairperson of the Board and a Deputy Chairperson of the Board from among the directors referred to in paragraph 8(1)(d) for a term not exceeding two years, the term being renewable.

(3) If the Chairperson is unable to act by reason of absence or incapacity, the Deputy Chairperson shall perform the duties of the Chairperson.

(4) The Chairperson or, in the absence or incapacity of the Chairperson, the Deputy Chairperson has, in the event of a tie vote on any matter before the Board at a meeting of the Board, a second vote.

340. (1) Subsections 16(1) and (2) of the Act are replaced by the following:

16. (1) The elected directors shall appoint the President of the Association.

(2) The President is the chief executive of the Association and has, on behalf of the Board, the direction and management of the business of the Association with authority to act in all matters that are not by the by-laws or by resolution of the Board specifically reserved to be done by the Chairperson or the Board.

(2) Subsection 16(3) of the French version of the Act is replaced by the following:

341. The Act is amended by adding the following after section 16:

342. (1) The portion of subsection 18(1) of the Act before paragraph (b) is replaced by the following:

18. (1) The Board may make any by-laws that it considers advisable for the attainment of the objects of the Association, including by-laws

(a) providing for eligibility criteria for membership in the Stakeholder Advisory Council or the Member Advisory Council and their number of members;

(2) Paragraphs 18(1)(c) and (c.1) of the Act are repealed.

(3) Paragraphs 18(1)(f) to (g) of the Act is replaced by the following:

(f) respecting the payment of dues by the members and the payment of fees for services performed by or on behalf of the Association, and establishing the method of determining the amount of those dues and those fees;

(g) establishing penalties for any failure by members to comply with the by-laws, rules and orders made under the by-laws, except by-laws made under paragraph (k), including penalties that provide for the payment of interest or the making of restitution and procedures in respect of the imposition of those penalties;

(4) Paragraph 18(1)(k) of the Act is replaced by the following:

(5) Subsections 18(2) to (4) of the Act are replaced by the following:

(2) A by-law, except a by-law made under paragraph (1)(k), shall not come into force unless it is approved by the Minister and, once approved, copies of it must be sent by the President to every member.

343. The Act is amended by adding the following after section 18:

344. (1) The portion of subsection 19(1) of the Act before paragraph (a) is replaced by the following:

19. (1) Subject to the by-laws, the Board may make any rules that it considers advisable for the attainment of the objects of the Association, including rules

(2) Subsection 19(2) of the Act is repealed.

345. Section 19.1 of the Act is replaced by the following:

19.1 Subject to the by-laws and rules, the Board may make any statements of principle and standards that it considers advisable for the attainment of the objects of the Association.

346. Subsections 19.3(1) and (2) of the Act are replaced by the following:

19.3 (1) If the Minister is of the opinion that it is in the public interest to do so, the Minister may issue a written directive to the Association, including a directive to make, amend or repeal a by-law, rule or standard.

(2) Before a directive is given to the Association, the Minister shall consult the Board, and may consult any interested party, with respect to the content and effect of the directive. If the directive relates to the operation of a clearing and settlement system designated under subsection 4(1) of the Payment Clearing and Settlement Act, the Minister shall also consult the Governor of the Bank of Canada.

347. Section 20 of the Act and the heading before it are replaced by the following:

Committees of the Board

348. The Act is amended by adding the following after section 21.1:

349. (1) Subsection 21.2(3) of the Act is replaced by the following:

(3) The Board shall appoint up to two elected directors to be members of the Council.

(2) Subsection 21.2(5) of the Act is replaced by the following:

(5) The Council shall be broadly representative of users and payment service providers.

350. The Act is amended by adding the following after section 21.2:

351. Sections 22 to 24 of the Act are replaced by the following:

22. (1) In each year, the Board shall cause an operating budget and a budget setting out proposed capital expenditures of the Association to be prepared.

352. Section 25 of the Act is replaced by the following:

25. The Board shall call an annual meeting of members not later than six months after the end of each fiscal year of the Association for the purpose of

(a) receiving the financial statements of the Association for the preceding fiscal year and the report of the auditor respecting those statements;

(b) electing directors; and

(c) considering any other matter respecting the operations of the Association.

353. Subsections 26(2) and (3) of the Act are replaced by the following:

(2) The remuneration of the auditor may be fixed by resolution at the annual meeting of members. However, if the remuneration of the auditor is not fixed at the annual meeting, the Board may do so.

354. Subsection 28(1) of the Act is replaced by the following:

28. (1) Subject to the by-laws, a meeting of the Board or of a committee of the Board, a meeting of the members or a meeting of the Stakeholder Advisory Council or Member Advisory Council may be held by means of any telephonic, electronic or other communications facilities that permit all persons participating in the meeting to communicate adequately with each other during the meeting.

355. Subsection 34(1) of the Act is replaced by the following:

34. (1) Subsections 16(1) and 21(1), sections 23, 116, 155, 158, 159, 161, 164 to 166 and 168, subsection 169(1), section 170, subsections 171(7) and (8), section 172 and subsections 257(1) and (2) of the Canada Business Corporations Act apply, with such modifications as the circumstances require, to the Association as if it were a corporation incorporated under that Act.

356. (1) Paragraphs 35(1)(a) to (c) of the Act are replaced by the following:

(b) respecting the election of directors of the Association, including the eligibility of persons to be elected as directors, and defining “independent” for the purposes of paragraph 8(1)(d);

(2) Subsection 35(2) of the Act is repealed.

357. The Act is amended by adding the following after section 48:

Transitional Provisions

358. (1) Within 30 days after the day on which section 337 comes into force, the Board of Directors of the Canadian Payments Association shall cause a meeting of the members to be held at which a new Board of Directors shall be established.

(2) The persons who hold office as directors of the Board of the Canadian Payments Association on the day on which section 337 comes into force cease to hold office at the close of the meeting of the members referred to in subsection (1).

(3) Despite subsections 8(2) and 9.1(1) of the Canadian Payments Act, the directors of the new Board of Directors, other than the President of the Association, shall be appointed under subsection (4) or elected under subsection (5) for the terms of office provided for under those subsections.

(4) At the commencement of the meeting of the members referred to in subsection (1), the Board of Directors shall appoint

(a) two directors from among the directors in office who represent the classes described in subsection 9(3) of the Canadian Payments Act, as it read immediately before the coming into force of section 337, to act as directors described in paragraph 8(1)(b) or (c) of the Canadian Payments Act for a term of one year;

(b) one director from among the directors in office who represent the classes described in subsection 9(3) of the Canadian Payments Act, as it read immediately before the coming into force of section 337, to act as a director described in paragraph 8(1)(b) or (c) of the Canadian Payments Act for a term of two years;

(c) two directors from among the directors in office who were appointed by the Minister under subsection 9(1.1) of the Canadian Payments Act, as it read immediately before the coming into force of section 337, to act as directors described in paragraph 8(1)(d) of the Canadian Payments Act for a term of one year;

(d) one director from among the directors in office who were appointed by the Minister under subsection 9(1.1) of the Canadian Payments Act, as it read immediately before the coming into force of section 337, to act as a director described in paragraph 8(1)(d) of the Canadian Payments Act for a term of two years; and

(e) one director from among those described in paragraph 8(1)(d) of the Canadian Payments Act for a term of three years.

(5) Immediately after seven directors have been appointed under subsection (4), the members shall elect

(a) one director from among those described in paragraph 8(1)(b) or (c) of the Canadian Payments Act, for a term of two years;

(b) one director from among those described in paragraph 8(1)(b) or (c) of the Canadian Payments Act, for a term of three years;

(c) one director from among those described in paragraph 8(1)(d) of the Canadian Payments Act, for a term of two years; and

(d) two directors from among those described in paragraph 8(1)(d) of the Canadian Payments Act, for a term of three years.

(6) For the purposes of the election of directors under paragraph (5)(a) or (b), the Board shall endeavour to identify candidates that are broadly representative of the diversity of the membership of the Association and, at least 15 days before the meeting of the members referred to in subsection (1), the Board shall provide to members a list of qualified candidates.

(7) Despite subsection 15(1) of the Canadian Payments Act, as enacted by section 339 of this Act, the directors appointed under subsection (4) or elected under subsection (5) shall elect a Chairperson of the Board from among those who were appointed under paragraph (4)(d) or (e) or elected under (5)(c) or (d).

(8) For the purposes of the Canadian Payments Act, the directors appointed under subsection (4) or elected under subsection (5) are deemed to be directors who have been elected under subsection 8(2) of that Act. For greater certainty, they are eligible to be elected for only one further term.

Coming into Force

359. The provisions of this Division, except section 358, come into force on a day or days to be fixed by order of the Governor in Council.

Division 27

Payment Clearing and Settlement Act

Amendments to the Act

360. (1) The definition “systemic risk” in section 2 of the Payment Clearing and Settlement Act is replaced by the following:

“systemic risk” means the risk that the inability of a participant to meet its obligations in a clearing and settlement system as they become due, or a disruption to or a failure of a clearing and settlement system, could, by transmitting financial problems through the system, cause

(a) other participants in the clearing and settlement system to be unable to meet their obligations as they become due,

(b) financial institutions in other parts of the Canadian financial system to be unable to meet their obligations as they become due,

(c) the clearing and settlement system’s clearing house or the clearing house of another clearing and settlement system within the Canadian financial system to be unable to meet its obligations as they become due, or

(2) Section 2 of the Act is amended by adding the following in alphabetical order:

361. Section 3 of the Act is replaced by the following:

3. This Part applies in respect of clearing and settlement systems designated under subsection 4(1).

362. Subsections 4(1) and (2) of the Act are replaced by the following:

4. (1) If the Governor of the Bank is of the opinion that a clearing and settlement system could be operated in a manner that poses a systemic risk or payments system risk and the Minister is of the opinion that it is in the public interest to do so, the Governor may designate the clearing and settlement system as a clearing and settlement system that is subject to this Part.

(2) If the Governor of the Bank is of the opinion that the designated clearing and settlement system could no longer be operated in a manner that poses a systemic risk or payments system risk and the Minister is of the opinion that it is in the public interest to do so, the Governor may revoke the designation.

363. Section 5 of the Act and the heading before it are replaced by the following:

364. Section 6 of the Act is replaced by the following:

6. (1) The Governor of the Bank may issue a directive in writing to a clearing house of a designated clearing and settlement system that requires the clearing house, within any period that may be specified in the directive, to take — and to have the participants take — any corrective measures that the Governor considers necessary, if the Governor is of the opinion that systemic risk or payments system risk is being or is likely to be inadequately controlled because of

(2) The Governor of the Bank may issue a directive in writing to a participant that requires the participant, within any period that may be specified in the directive, to take any corrective measures that the Governor considers necessary if the Governor has formed an opinion referred to in subsection (1) that systemic risk is being inadequately controlled and

(a) the clearing house fails to comply with a directive that has been issued to it under subsection (1);

(b) the designated clearing and settlement system does not have a clearing house located in Canada; or

(c) in the opinion of the Governor,

(i) the risk is being inadequately controlled because of an act or omission by a participant, and

(ii) the act or omission is not subject to the by-laws, agreements, rules, procedures, guides or other documentation governing the designated clearing and settlement system.

(3) For greater certainty, a directive issued under this section must not be made in respect of

(a) the capital adequacy of a participant;

(b) the management of a participant’s investments;

(c) a participant’s corporate governance;

(d) a participant’s relations with customers who are not themselves participants in the designated clearing and settlement system;

(e) a participant’s ownership structure; or

(f) any other matter that is not directly related to a participant’s participation in the designated clearing and settlement system.

(4) Subject to the approval of the Minister, a directive, if it so provides, applies to a designated clearing and settlement system that is established under a statute.

365. The heading before section 9 of the Act is replaced by the following:

366. Subsection 9(3) of the Act is repealed.

367. Section 11 of the Act and the heading before it are repealed.

368. Section 12 of the Act is replaced by the following:

12. The Bank may do all or any of the following:

(a) be a participant in a clearing and settlement system and participate in its loss-sharing mechanism;

(b) act as a custodian of financial assets or act as a settlement agent, or both, for a clearing house;

(c) despite section 23 of the Bank of Canada Act, accept and pay interest on deposits from a clearing house, participant or central counter-party.

12.1 (1) The Bank may annually impose a fee on a clearing house for the reasonable costs to the Bank of the administration of this Act for that year in respect of the clearing house’s designated clearing and settlement system.

(2) A fee imposed under subsection (1) constitutes a debt due to the Bank and may be recovered as such in any court of competent jurisdiction.

369. The Act is amended by adding the following after section 13.1:

370. (1) The portion of subsection 14(3) of the Act before paragraph (a) is replaced by the following:

(3) Every clearing house shall provide the Bank with any information and documents that the Bank may require to enable the Bank to determine whether the clearing and settlement system poses a systemic risk or payments system risk, including

(2) Paragraph 14(3)(d) of the Act is replaced by the following:

(d) copies of its reports, statements or other documents that are required to be filed with any government authority or regulatory body; and

371. Section 15 of the Act is replaced by the following:

15. (1) The Bank or the Governor of the Bank may apply to a superior court for an order

(a) directing a clearing house or participant to comply with this Act, a directive issued under this Act or an agreement that it has entered into under section 13.2, if the clearing house or participant has failed to comply with this Act, the directive or the agreement, as the case may be;

(b) directing a person to comply with a request made under subsection 14(1), if the person has failed to comply with the request; or

(c) directing a person to comply with a prohibition or to respect a condition imposed under this Act, if the person has failed to comply with the prohibition or to respect the condition.

(2) The court may make any order referred to in subsection (1) and may also make any further order that it considers appropriate.

372. (1) Subsection 18(1) of the English version of the Act is replaced by the following:

18. (1) Information obtained under this Act is confidential and shall be treated accordingly.

(2) Subsection 18(2) of the Act is replaced by the following:

(2) Nothing in subsection (1) prevents the Bank from disclosing any information, if the Bank is satisfied that the information will be treated as confidential by the authority, body or person to which it is disclosed,

(a) to any government authority or regulatory body charged with the regulation of

(i) financial institutions, as defined in section 2 of the Trust and Loan Companies Act, for purposes related to that regulation, or

(ii) entities that provide clearing or settlement services in connection with securities transactions or eligible financial contracts, for purposes related to that regulation; and

(b) to the Deputy Minister of Finance or any officer of the Department of Finance authorized in writing by the Deputy Minister of Finance or to the Chairperson of the Canada Deposit Insurance Corporation or any officer of that Corporation authorized in writing by the Chairperson.

(3) Subsection 18(3) of the Act is replaced by the following:

(3) Nothing in subsection (1) prevents the Bank from disclosing any information regarding a clearing and settlement system that the Bank has designated under subsection 4(1) to any government authority or regulatory body charged with the regulation of systems or arrangements for the clearing or settlement of payment obligations or payment messages, for purposes related to that regulation, if the Bank is satisfied that the information will be treated as confidential by the authority or body to which it is disclosed.

373. (1) Subsections 22.1(1) and (2) of the Act are replaced by the following:

22.1 (1) An authorized foreign bank or foreign institution that is or wishes to be a participant in a designated clearing and settlement system shall provide the Governor of the Bank with any information regarding the application of foreign laws to the authorized foreign bank or foreign institution that the Governor considers necessary.

(2) The Governor may prohibit the authorized foreign bank or foreign institution from being a participant in the designated clearing and settlement system or may require it to comply with any conditions with respect to its participation that the Governor considers necessary if the Governor is of the opinion, on the basis of the information provided under subsection (1) or of any other information that the Governor considers relevant, that its participation poses, or is likely to pose, a systemic risk or a payments system risk or poses, or is likely to pose, an unacceptable risk to the Bank in guaranteeing settlement of the authorized foreign bank’s or foreign institution’s obligations.

(2) The definition “designated clearing and settlement system” in subsection 22.1(4) of the Act is repealed.

(3) Subsection 22.1(4) of the Act is amended by adding the following in alphabetical order:

Consequential Amendments

Bank of Canada Act

374. Paragraph 10(2)(b) of the French version of the Bank of Canada Act is replaced by the following:

Bank Act

375. Section 542 of the Bank Act is replaced by the following:

542. Subject to section 22.1 of the Payment Clearing and Settlement Act, an authorized foreign bank may be a participant in a clearing and settlement system designated under subsection 4(1) of that Act.

Division 28

Extractive Sector Transparency Measures Act

Enactment of Act

376. The Extractive Sector Transparency Measures Act is enacted as follows:

An Act to implement Canada’s international commitments to participate in the fight against corruption through the imposition of measures applicable to the extractive sector

SHORT TITLE

1. This Act may be cited as the Extractive Sector Transparency Measures Act.

INTERPRETATION AND GENERAL PROVISIONS

2. The following definitions apply in this Act.

“category of payment” means a category of payment set out in any one of paragraphs (a) to (h) of the definition “payment”.

“commercial development of oil, gas or minerals” means

(a) the exploration or extraction of oil, gas or minerals;

(b) the acquisition or holding of a permit, licence, lease or any other authorization to carry out any of the activities referred to in paragraph (a); or

(c) any other prescribed activities in relation to oil, gas or minerals.

“entity” means a corporation or a trust, partnership or other unincorporated organization

(a) that is engaged in the commercial development of oil, gas or minerals in Canada or elsewhere; or

(b) that controls a corporation or a trust, partnership or other unincorporated organization that is engaged in the commercial development of oil, gas or minerals in Canada or elsewhere.

“gas” means natural gas and includes all substances, other than oil, that are produced in association with natural gas.

“minerals” means all naturally occurring metallic and non-metallic minerals, including coal, salt, quarry and pit material, and all rare and precious minerals and metals.

“Minister” means the member of the Queen’s Privy Council for Canada designated under section 5.

“oil” means crude petroleum, bitumen and oil shale.

“payee” means

(a) any government in Canada or in a foreign state;

(b) a body that is established by two or more governments;

(c) any trust, board, commission, corporation or body or authority that is established to exercise or perform, or that exercises or performs, a power, duty or function of government for a government referred to in paragraph (a) or a body referred to in paragraph (b); or

(d) any other prescribed payee.

“payment” means a payment — whether monetary or in kind — that is made to a payee in relation to the commercial development of oil, gas or minerals and that falls within any of the following categories of payment:

(a) taxes, other than consumption taxes and personal income taxes;

(b) royalties;

(c) fees, including rental fees, entry fees and regulatory charges as well as fees or other consideration for licences, permits or concessions;

(d) production entitlements;

(e) bonuses, including signature, discovery and production bonuses;

(f) dividends other than dividends paid as ordinary shareholders;

(g) infrastructure improvement payments; or

(h) any other prescribed category of payment.

3. For the purposes of this Act,

(a) a payment that is made to an employee or public office holder of a payee is deemed to have been made to the payee;

(b) a payment that is due to a payee and that is received by a body that is not a payee for the payee is deemed to have been made to the payee;

(c) a payment that is made by an entity, other than an entity referred to in subsection 8(1), that is controlled by another entity is deemed to have been made by the controlling entity;

(d) a payment that is made for an entity is deemed to have been made by the entity; and

(e) the value of a payment in kind is the cost to the entity — or, if the cost cannot be determined, the fair market value — of the goods or services that it provided.

4. (1) Subject to the regulations, an entity is controlled by another entity if it is controlled by the other entity, directly or indirectly, in any manner.

(2) An entity that controls another entity is deemed to control any entity that is controlled, or deemed to be controlled, by the other entity.

DESIGNATION

5. The Governor in Council may, by order, designate a member of the Queen’s Privy Council for Canada as the Minister for the purpose of this Act.

PURPOSE OF ACT

6. The purpose of this Act is to implement Canada’s international commitments to participate in the fight against corruption through the implementation of measures applicable to the extractive sector, including measures that enhance transparency and measures that impose reporting obligations with respect to payments made by entities. Those measures are designed to deter and detect corruption including any forms of corruption under any of sections 119 to 121 and 341 of the Criminal Code and sections 3 and 4 of the Corruption of Foreign Public Officials Act.

HER MAJESTY

7. This Act is binding on Her Majesty in right of Canada or a province.

APPLICATION

8. (1) Subject to subsection (2), sections 9 to 13 apply to

(a) an entity that is listed on a stock exchange in Canada;

(b) an entity that has a place of business in Canada, does business in Canada or has assets in Canada and that, based on its consolidated financial statements, meets at least two of the following conditions for at least one of its two most recent financial years:

(i) it has at least $20 million in assets,

(ii) it has generated at least $40 million in revenue,

(iii) it employs an average of at least 250 employees; and

(c) any other prescribed entity.

(2) An entity that ceases to be an entity referred to in subsection (1) before the end of a period referred to in section 12 or 13, as the case may be, continues to be subject to the obligations of that section until the end of the applicable period.

OBLIGATIONS

Reporting Payments

9. (1) Every entity must, not later than 150 days after the end of each of its financial years, provide the Minister with a report that discloses, in accordance with this section, the payments that it has made during that year.

(2) Subject to any regulations made under paragraph 23(1)(d), an entity must disclose any payments within a category of payment that are made to the same payee, if the total amount of all those payments during the financial year is at least

(a) the amount prescribed by regulation for the category of payment; or

(b) if no amount is prescribed for the category, $100,000.

(3) For the purpose of subsection (2), a payment that is made to a payee referred to in paragraph (c) of the definition “payee” is deemed to have been made to the government or body for which it is established to exercise or perform, or that for which it exercises or performs, a power, duty or function of government.

(4) The report is to include an attestation made by a director or officer of the entity, or an independent auditor or accountant, that the information in the report is true, accurate and complete.

(5) The Minister may specify, in writing, the way in which payments are to be organized or broken down in the report — including on a project basis — and the form and manner in which a report is to be provided. The Minister is to make those requirements available to the public in the manner that he or she considers appropriate.

10. (1) If, in the Minister’s opinion, and taking into account any additional conditions that he or she may impose, the payment reporting requirements of another jurisdiction achieve the purposes of the reporting requirements under this Act, the Minister may determine that the requirements of the other jurisdiction are an acceptable substitute for those set out in section 9. The determination is to be in writing and made available to the public in the manner that the Minister considers appropriate.

(2) If the Minister has determined that the requirements of a jurisdiction are an acceptable substitute, an entity that is subject to those requirements is deemed to have provided a report in accordance with section 9 if the entity

(a) provides the report required by the jurisdiction to the jurisdiction’s competent authority;

(b) provides a copy of that report to the Minister, in the form and manner that he or she specifies, within any period specified in the jurisdiction’s reporting requirements for providing the report to the competent authority; and

(c) meets any conditions imposed by the Minister under subsection (1).

11. If an entity and any wholly owned subsidiary of the entity are entities referred to in subsection 8(1), the subsidiary is deemed to have provided a report in accordance with section 9 for a financial year if

(a) the entity provides the Minister with a report with respect to its payments in accordance with section 9 that also contains information with respect to the payments made by the subsidiary during the subsidiary’s financial year or any part of that year, which information must meet the reporting requirements of section 9;

(b) not later than 150 days after the end of its financial year, the subsidiary notifies the Minister in writing that the entity is providing the report; and

(c) the subsidiary provides the Minister with a report in accordance with section 9 with respect to payments that it has made during any part of its financial year that is not covered by the report provided by the entity.

12. (1) An entity must, on providing the Minister with a report in accordance with section 9 — or on being deemed to have done so by the operation of subsection 10(2) or section 11 — make any information required by regulations made under paragraph 23(1)(f) available to the public or, if no such regulation is made, make the report and any information provided to the Minister under paragraph 10(2)(c) available to the public.

(2) The report and information must be made available to the public

(a) in the manner specified by the Minister; and

(b) for the period prescribed by regulation or, if no period is prescribed, for a period of five years.

Record Keeping

13. An entity must keep records of its payments made in a financial year for a prescribed period or, if no period is prescribed, for a seven-year period that begins on the day on which the entity provides the report in accordance with section 9 for the financial year or is deemed to have done so by the operation of subsection 10(2) or section 11.

ADMINISTRATION AND ENFORCEMENT

Information and Independent Audit

14. (1) For the purpose of verifying compliance with this Act, the Minister may, by order, require an entity to provide to him or her, within the period specified in the order, any information or documents, including

(a) a list of projects for the commercial development of oil, gas, or minerals in which the entity has an interest and the nature of that interest;

(b) an explanation of how the entity has treated a payment for the purpose of preparing a report referred to in subsection 9(1) or meeting the requirements set out in paragraphs 10(2)(a) to (c);

(c) a statement of any policies that the entity has implemented for the purpose of meeting its obligations under this Act; and

(d) the results of an audit of its report or of the records of payments for the financial year to which the report relates.

(2) The audit is to be carried out in accordance with the generally accepted auditing standards specified in the order by an independent auditor who meets the requirements specified in it.

(3) The Statutory Instruments Act does not apply to an order referred to in subsection (1).

Designation

15. The Minister may designate persons or classes of persons for the purposes of the administration and enforcement of this Act.

Designated Person’s Powers

16. (1) A designated person may, for a purpose related to verifying compliance with this Act, enter any place in which the person has reasonable grounds to believe there is anything to which this Act applies or any document relating to the administration of this Act.

(2) The designated person may, for the purpose referred to in subsection (1),

(a) examine anything in the place including any document;

(b) use any means of communication in the place or cause it to be used;

(c) use any computer system in the place, or cause it to be used, to examine data contained in or available to it, or reproduce the data, or cause it to be reproduced, in the form of a printout or other intelligible output and remove any printout or output for examination or copying;

(d) prepare a document, or cause one to be prepared, based on the data;

(e) use any copying equipment in the place, or cause it to be used;

(f) take photographs or make recordings or sketches of anything in the place;

(g) direct any person to put any equipment in the place into operation or to cease operating it;

(h) prohibit or limit access to all or part of the place or to anything in the place; and

(i) remove anything from the place for the purpose of examination.

(3) The designated person may be accompanied by any person that they believe is necessary to help them exercise their powers or perform their duties or functions under this section.

(4) The owner or person in charge of the place and every person in the place must give all assistance that is reasonably required to enable the designated person to exercise their powers or perform their duties or functions under this section and is to provide any documents or information, and access to any data, that is reasonably required for that purpose.

17. (1) If the place referred to in subsection 16(1) is a dwelling-house, the designated person may enter it without the occupant’s consent only under the authority of a warrant issued under subsection (2).

(2) On ex parte application, a justice of the peace may issue a warrant authorizing the designated person to enter a dwelling-house, subject to any conditions specified in the warrant, if the justice is satisfied by information on oath that

(a) the dwelling-house is a place referred to in subsection 16(1);

(b) entry to the dwelling-house is necessary for a purpose related to verifying compliance with this Act; and

(c) entry was refused by the occupant or there are reasonable grounds to believe that entry will be refused by, or that consent to entry cannot be obtained from, the occupant.

18. A person must not obstruct or hinder a person who is exercising powers or performing duties or functions under this Act.

Order — Corrective Measures

19. (1) If, on the basis of information obtained under section 14 or 16, the Minister is of the opinion that an entity is not in compliance with section 9 or 12, the Minister may, by order, require the entity to take measures that he or she considers to be necessary to ensure compliance with those provisions.

(2) The Statutory Instruments Act does not apply to an order referred to in subsection (1).

MINISTER’S POWERS

20. The Minister may enter into an agreement or arrangement with the government of another jurisdiction relating to the administration or enforcement of this Act or that jurisdiction’s reporting requirements.

21. The Minister may disclose information obtained under this Act for the purpose of exercising powers or performing duties and functions under this Act.

22. The Minister may delegate to any person or body any power, duty or function conferred on the Minister under this Act except the power to delegate under this section.

REGULATIONS

23. (1) The Governor in Council may make regulations, for carrying the purposes and provisions of this Act into effect, including regulations

(a) defining “exploration” and “extraction”;

(b) respecting the circumstances in which any of the provisions of this Act do not apply to entities, payments or payees;

(c) prescribing the circumstances in which an entity is controlled by another entity;

(d) for the purposes of subsection 9(2), respecting the payments that are to be disclosed under subsection 9(1);

(e) prescribing the rate of exchange for the conversion of payments into Canadian dollars;

(f) respecting the information that must be made available to the public under section 12;

(g) respecting the records to be kept for the purposes of section 13 and the manner in which they are to be kept;

(h) prescribing anything that may, by this Act, be prescribed; and

(i) prescribing the way in which anything that may be prescribed is to be determined.

(2) Regulations made under this section may, in whole or in part, incorporate by reference, as it is amended from time to time or as it exists on a particular date,

(a) a document produced by a person or body other than the Minister; or

(b) a technical or explanatory document produced by the Minister, including specifications, classifications, illustrations, graphs, test methods, procedures, operational standards and performance standards.

(3) The Minister is to ensure that any document that is incorporated by reference in the regulations is accessible.

(4) A person is not liable to be found guilty of an offence for any contravention in respect of which a document that is incorporated by reference in the regulations is relevant unless, at the time of the alleged contravention, the document was accessible as required by subsection (3) or it was otherwise accessible to the person.

(5) For greater certainty, a document that is incorporated by reference in a regulation is not required to be transmitted for registration or published in the Canada Gazette under the Statutory Instruments Act by reason only that it is incorporated by reference.

OFFENCES AND PUNISHMENT

24. (1) Every person or entity that fails to comply with section 9, 12 or 13, an order made under section 14, subsection 16(4) or an order made under section 19, or that contravenes section 18 or the regulations, is guilty of an offence punishable on summary conviction and liable to a fine of not more than $250,000.

(2) Every person or entity that knowingly makes any false or misleading statement or knowingly provides false or misleading information — including with respect to the category of payment in respect of which a payment was made — to the Minister or a person designated under section 15 is guilty of an offence punishable on summary conviction and liable to a fine of not more than $250,000.

(3) Every entity is guilty of an offence punishable on summary conviction and liable to a fine of not more than $250,000 if it structures any payments — or any other financial obligations or gifts, whether monetary or in kind, that relate to its commercial development of oil, gas or minerals — with the intention of avoiding the requirement to report those payments, obligations or gifts in accordance with this Act.

(4) If an offence under this section is committed or continued on more than one day, it constitutes a separate offence for each day on which the offence is committed or continued.

25. If a person or an entity commits an offence under this Act, any officer, director or agent or mandatary of the person or entity who directed, authorized, assented to, acquiesced in or participated in its commission is a party to and guilty of the offence and liable on conviction to the punishment provided for the offence, whether or not the person or entity has been prosecuted or convicted.

26. In a prosecution for an offence under subsection 24(1),

(a) it is sufficient proof of the offence to establish that it was committed by an employee or agent or mandatary of the accused, whether or not the employee or agent or mandatary is identified or has been prosecuted for the offence; and

(b) no person or entity is to be found guilty of the offence if they establish that they exercised due diligence to prevent its commission.

27. Proceedings under this Act may be instituted within, but not after, five years after the time when the subject matter of the proceedings arose.

28. (1) In proceedings for an offence under this Act, a document that is purported to have been signed by the Minister or a designated person is admissible in evidence without proof of the signature or official character of the person appearing to have signed it and, in the absence of evidence to the contrary, is proof of the matters asserted in it.

(2) In proceedings for an offence under this Act, a copy of or an extract from any document that is made by the Minister or a designated person that appears to have been certified under the signature of the Minister or that person as a true copy or extract is admissible in evidence without proof of the signature or official character of the person appearing to have signed it and, in the absence of evidence to the contrary, has the same probative force as the original would have if it were proved in the ordinary way.

(3) A document referred to in this section is, in the absence of evidence to the contrary, presumed to have been issued on the date that it bears.

(4) No document referred to in this section is to be received in evidence unless the party intending to produce it has provided reasonable notice of that intention to the party against whom it is intended to be produced together with a copy of the document.

TRANSITIONAL PROVISIONS

29. The provisions of this Act do not apply to any payment made by an entity to the following payees during the two-year period that begins on the day on which section 2 comes into force:

(a) an Aboriginal government in Canada;

(b) a body established by two or more Aboriginal governments in Canada; and

(c) any trust, board, commission, corporation or body or authority that is established to exercise or perform, or that exercises or performs, a power, duty or function of government for a government referred to in paragraph (a) or a body referred to in paragraph (b).

30. No entity is required to comply with section 9, 12 or 13 with respect to the financial year in progress on the day on which section 9 comes into force and for any previous financial year.

Coming into Force

377. The provisions of the Extractive Sector Transparency Measures Act, as enacted by section 376, come into force on a day or days to be fixed by order of the Governor in Council.

Division 29

Jobs and Economic Growth Act

Amendments to the Act

378. (1) Section 2147 of the Jobs and Economic Growth Act and the heading before it are replaced by the following:

(2) Section 2147 of the Act is replaced by the following:

2147. Canadian Nuclear Laboratories Ltd., a corporation incorporated under the Canada Business Corporations Act on May 30, 2014, is not an agent of Her Majesty in right of Canada.

379. Section 2148 of the Act and the heading before it are replaced by the following:

380. The Act is amended by adding the following after section 2148:

Coming into Force

381. (1) Subsection 378(1) is deemed to have come into force on May 30, 2014.

(2) Subsection 378(2) and section 380 come into force on the day on which Atomic Energy of Canada Limited sells or otherwise disposes, under paragraph 2141(1)(j) of the Jobs and Economic Growth Act, of the securities of Canadian Nuclear Laboratories Ltd., a corporation incorporated under the Canada Business Corporations Act on May 30, 2014. The Minister must publish notice of that day in the Canada Gazette as soon as feasible after that day.

Division 30

Public Service Labour Relations

Economic Action Plan 2013 Act, No. 2

382. Subsection 333(1) of the Economic Action Plan 2013 Act, No. 2 is repealed.

383. (1) Section 351 of the Act is amended by replacing the paragraph 77(1)(a) that it enacts with the following:

(a) an abuse of authority by the Commission or the deputy head in the exercise of its or his or her authority under subsection 30(2);

(2) Section 351 of the Act is amended by replacing the subsection 78(1) that it enacts with the following:

78. (1) When, in the case of an advertised internal appointment process, the Commission has made or proposed an appointment, a person who is an unsuccessful candidate in the area of selection determined under section 34 and who has been determined by the Commission not to meet the essential qualifications for the work to be performed as established by the deputy head under paragraph 30(2)(a) or the qualifications considered by the deputy head under subparagraph 30(2)(b)(i) to be an asset for that work may, in the manner and within the period provided by the regulations, make a complaint to the Tribunal that

(a) the deputy head has abused his or her authority under paragraph 30(2)(a) in establishing the essential qualifications for the work to be performed;

(d) the Commission has failed to assess the complainant in the official language of the complainant’s choice as required by subsection 37(1).

384. Section 354 of the Act is replaced by the following:

354. Paragraphs 83(a) and (b) of the Act are replaced by the following:

(a) the person who made the complaint under section 77 or 78,

(b) the person who was the subject of the appointment or proposed appointment referred to in subsection 77(1) or 78(1), or

385. Subsection 469(6) of the Act is replaced by the following:

(6) If section 376 of this Act comes into force before section 404 of the other Act, then that section 404 is replaced by the following:

404. Paragraph 226(2)(a) of the Act is replaced by the following:

(a) interpret and apply the Canadian Human Rights Act and any other Act of Parliament relating to employment matters, other than the provisions of the Canadian Human Rights Act that are related to the right to equal pay for work of equal value and the Public Sector Equitable Compensation Act, whether or not there is a conflict between the Act being interpreted and applied and the collective agreement, if any;