BILL C-100 (Reprinted as amended by the Standing Committee)

	PART I
	CLEARING AND SETTLEMENT SYSTEM REGULATION
	Designated Clearing and Settlement Systems
Interpretation	3. In this Part, ``designated clearing and settlement system'' means a clearing and settlement system designated under subsection 4(1).
Designation by Governor of Bank	4. (1) Where the Governor of the Bank is of the opinion that a clearing and settlement system may be operated in such a manner as to pose a systemic risk, the Governor may, if the Minister is of the opinion that it is in the public interest to do so, designate the clearing and settlement system as a clearing and settlement system that is subject to this Part.
Notice of designation to be given and published	(2) The Governor of the Bank shall, in writing, notify a designated clearing and settlement system's clearing house of the designation and shall cause a copy of the designation to be published in the Canada Gazette.
	Agreements
Financial arrangements, etc.	5. The Bank may enter into an agreement with a clearing house or a participant, or both, in respect of
	(a) netting arrangements;
	(b) risk-sharing and risk-control mechanisms;
	(c) certainty of settlement and finality of payment;
	(d) the nature of financial arrangements among participants;
	(e) the operational systems and financial soundness of the clearing house; and
	(f) such other matters pertaining to systemic risk as may be agreed on by the parties to the agreement.
	Directives
Governor may issue	6. (1) Where the Governor of the Bank is of the opinion that
	(a) a clearing house for a designated clearing and settlement system is engaging in or is about to engage in any act, omission or course of conduct,
	(b) a participant is engaging in or is about to engage in any act, omission or course of conduct with respect to its participation in the designated clearing and settlement system, or
	(c) the designated clearing and settlement system is operating or is about to operate in a way
	that results or is likely to result in systemic risk being inadequately controlled, the Governor may issue a directive in writing to the clearing house requiring it, within such time as the Governor considers necessary and may specify in the directive, to
	(d) cease or refrain from engaging in the act, omission or course of conduct or have the participants cease or refrain from engaging in the act, omission or course of conduct, and
	(e) perform such acts or have the participants perform such acts as in the opinion of the Governor are necessary to remedy the situation.
Directive to participants	(2) Where the Governor of the Bank has formed an opinion under 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 that subsection,
	(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 systemic risk is being inadequately controlled due to an act, omission or course of conduct by a participant with respect to its participation in the designated clearing and settlement system, and
	(ii) the act, omission or course of conduct is not subject to the by-laws, agreements, rules, procedures, guides or other documentation governing the designated clearing and settlement system,
	the Governor may issue a directive in writing to the participants requiring them, within such time as the Governor considers necessary and may specify in the directive, to
	(d) cease or refrain from engaging in certain acts, omissions or courses of conduct with respect to their participation in the designated clearing and settlement system, and
	(e) perform such acts with respect to their participation as the Governor considers necessary to remedy the situation.
Directive limited	(3) For greater certainty, a directive under this section may not be made in respect of
	(a) the capital adequacy of a participant;
	(b) the management of its investments;
	(c) its corporate governance;
	(d) its relations with customers who are not themselves participants in the designated clearing and settlement system;
	(e) its ownership structure; or
	(f) any other matter that is not directly related to its participation in the designated clearing and settlement system.
Directive may apply to statutory 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 by or under a statute.
	Bank Powers
General powers	7. The Bank may do all or any of the following things in relation to a designated clearing and settlement system and its clearing house:
	(a) provide a secured or unsecured guarantee of settlement by participants;
	(b) make liquidity loans to the clearing house and the central counter-party; and
	(c) act as the central counter-party to the participants.
	Settlement Provisions
Validity, etc.	8. (1) Notwithstanding anything in any statute or other law of Canada or a province,
	(a) the settlement rules of a designated clearing and settlement system are valid and are binding on the clearing house, the participants, a central counter-party and the Bank and any action may be taken or payment made in accordance with the settlement rules;
	(b) the obligation of a participant, a clearing house or a central counter-party to make payment to a participant and the right of a participant, a clearing house or a central counter-party to receive payment from a participant, a clearing house or a central counter-party shall be netted and a net settlement or close-out amount shall be determined in accordance with the settlement rules, if they so provide; and
	(c) where the settlement rules of a designated clearing and settlement system provide that the settlement of a payment obligation through an entry to or a payment out of an account of a participant, a clearing house or a central counter-party at the Bank is final and irrevocable, the entry or payment shall not be required to be reversed, repaid or set aside.
Payments not subject to set aside provisions	(2) An entry to or a payment out of the account of a participant, a clearing house or a central counter-party at the Bank to settle a payment obligation in a designated clearing and settlement system shall not be the subject of any provision or order that operates as a stay of that activity.
Rights, etc., not subject to stay	(3) The rights and remedies of a participant, a clearing house, a central counter-party or the Bank in respect of collateral pledged to it as security for a payment or the performance of an obligation incurred in a designated clearing and settlement system shall not be the subject of any stay provision or order affecting the ability of creditors to exercise rights and remedies with respect to the collateral.
Application of Canadian law	(4) Notwithstanding that all or part of the administration or operation of a designated clearing and settlement system is conducted outside Canada or that its settlement rules are governed by the laws of a foreign jurisdiction, where in any judicial proceedings in Canada a court determines that the rights and obligations of any person arising out of or in connection with the operation of the designated clearing and settlement system are governed in whole or in part by Canadian law, the provisions of this section shall be applied to the extent that the Canadian law applies in determining those rights and obligations.
Interpretation	(5) In this section, ``settlement rules'' means the rules, however established, that provide the basis on which payment obligations are calculated, netted or settled and includes rules for the taking of action in the event that a participant is unable or likely to become unable to meet its obligations to the clearing house, a central counter-party or the other participants.
	Notices and Information
Notice required of significant changes	9. (1) Every clearing house shall, in respect of its designated clearing and settlement system, provide the Bank with reasonable notice in advance of any change to be made by the clearing house that is of a significant nature in relation to the designated clearing and settlement system and, without limiting the generality of the foregoing, the notice shall be provided in respect of any change affecting
	(a) the constating documents and by-laws of the clearing house;
	(b) the operation of the designated clearing and settlement system; or
	(c) the by-laws, agreements, rules, procedures, guides or other documentation governing the designated clearing and settlement system.
Notice required of other changes	(2) Every clearing house shall, forthwith after it makes any other change in relation to the designated clearing and settlement system, provide the Bank with written notice of the change and, without limiting the generality of the foregoing, the notice shall be provided in respect of any change affecting
	(a) the composition of a board of directors of the clearing house due to resignation or otherwise; or
	(b) the appointed auditor of the clearing house.
Information to be provided to Bank	(3) Every clearing house shall, in respect of its designated clearing and settlement system, provide the Bank with such information, at such times and in such form as the Bank may in writing require.
	Audits and Inspections
Powers of Bank	10. (1) The Bank may, for the purposes of carrying out its functions under this Act, conduct audits and inspections of a clearing house, and every clearing house shall, as required, assist the Bank to the extent necessary to enable the Bank to carry out an audit or inspection.
Powers of Bank	(2) For the purpose of obtaining evidence under oath in relation to an audit or inspection under subsection (1), the Bank has all the powers of a person appointed as a commissioner under Part II of the Inquiries Act.
	Cost of Regulation
Bank may impose fees	11. (1) The Bank may annually impose a fee on a clearing house in respect of the cost to the Bank for that year of the administration of this Act in respect of the designated clearing and settlement system of the clearing house.
Recovery of fees	(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.
	PART II
	GENERAL
	Bank Powers
To act as custodian, etc.	12. The Bank may do all or any of the following things in relation to a clearing and settlement system and its clearing house:
	(a) be a participant and participate in the loss-sharing mechanism;
	(b) act as a custodian of financial assets or act as a settlement agent, or both; and
	(c) notwithstanding section 23 of the Bank of Canada Act, accept and pay interest on deposits from the clearing house, a participant or the central counter-party.