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42-43-44 ELIZABETH II |
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CHAPTER 28 |
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An Act to continue the Federal Business
Development Bank under the name
Business Development Bank of Canada
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[Assented to 13th July, 1995]
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SHORT TITLE |
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| Short title
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1. This Act may be cited as the Business
Development Bank of Canada Act.
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INTERPRETATION |
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| Definitions
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2. In this Act,
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| ``Bank'' « Banque »
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``Bank'' means the Business Development
Bank of Canada continued by subsection
3(1);
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| ``bill of
lading'' « connaisseme nt »
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``bill of lading'' has the same meaning as in
subsection 425(1) of the Bank Act;
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| ``Board'' « conseil »
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``Board'' means the Board of Directors of the
Bank;
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| ``by-law'' « règlement administratif »
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``by-law'' means a by-law of the Bank;
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| ``Chairperson'
' « président du conseil »
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``Chairperson'' means the Chairperson of the
Board;
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| ``Crown''
Version
anglaise
seulement
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``Crown'' means Her Majesty in right of
Canada;
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| ``debt
obligation'' « titre de créance »
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``debt obligation'' means a bond, debenture,
note, investment certificate or other
evidence of indebtedness or a guarantee of
a corporation, whether secured or
unsecured;
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| ``Designated
Minister'' « ministre compétent »
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``Designated Minister'' means such member
of the Queen's Privy Council for Canada as
may be designated by the Governor in
Council as the Minister for the purposes of
this Act;
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| ``director'' « administrate ur »
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``director'' means a member of the Board;
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| ``enterprise'' « entreprise »
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``enterprise'' means an organized economic
activity carried on by one or more persons;
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| ``Executive
Committee'' « bureau »
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``Executive Committee'' means the Executive
Committee of the Board;
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| ``goods, wares
and
merchandise'' « effets, denrées ou marchandises »
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``goods, wares and merchandise'' has the
same meaning as in subsection 425(1) of the
Bank Act;
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| ``person'' « personne »
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``person'' includes a trust, a partnership and an
association of natural persons or
corporations;
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| ``President'' « président »
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``President'' means the President of the Bank;
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| ``resolution'' « résolution »
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``resolution'' means a resolution of the Board;
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| ``securities'' « valeurs mobilières »
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``securities'' means the shares of any class or
series of shares or the debt obligations of a
corporation and includes certificates
evidencing those shares or debt obligations;
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| ``subsidiary'' « filiale »
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``subsidiary'' has the same meaning as in
subsection 83(6) of the Financial
Administration Act;
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| ``warehouse
receipt'' « récépissé d'entrepôt »
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``warehouse receipt'' has the same meaning as
in subsection 425(1) of the Bank Act.
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ESTABLISHMENT AND ORGANIZATION OF THE BANK |
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Status of the Bank |
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| Continuation
of Federal
Business
Development
Bank
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3. (1) The Federal Business Development
Bank established by the Federal Business
Development Bank Act is continued as a body
corporate under the name ``Business
Development Bank of Canada''.
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| Head office
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(2) The head office of the Bank must be at
a place in Canada that the Governor in Council
may designate.
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| Capacity
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(3) The Bank has, in respect of its powers,
all the rights, powers, privileges and capacity
of a natural person.
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| Agent of the
Crown
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(4) The Bank is for all purposes an agent of
the Crown.
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Purpose |
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| Purpose of
Bank
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4. (1) The purpose of the Bank is to support
Canadian entrepreneurship by providing
financial and management services and by
issuing securities or otherwise raising funds or
capital in support of those services.
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| Consideration
to small and
medium-sized
enterprises
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(2) In carrying out its activities, the Bank
must give particular consideration to the
needs of small and medium-sized enterprises.
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Board of Directors |
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| Membership
of Board
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5. (1) The Bank has a Board of Directors
comprised of the Chairperson, the President
and not fewer than three, but no more than
thirteen, other directors.
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| Limit on
directors from
public service
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(2) No more than two of the directors,
excluding the Chairperson and President, may
be appointed from the public service of
Canada.
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| Appointment
of
Chairperson
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6. (1) The Chairperson is to be appointed by
the Governor in Council to hold office during
pleasure for a term that the Governor in
Council considers appropriate.
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| Appointment
of President
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(2) Notwithstanding subsection 105(5) of
the Financial Administration Act, the
President is to be appointed by the Governor
in Council to hold office during good
behaviour for a term that the Governor in
Council considers appropriate and may be
removed for cause.
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| Reappointmen
t
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(3) The President is eligible for
reappointment on the expiration of his or her
term of office.
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| Appointment
of other
directors
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(4) The other directors are to be appointed
by the Designated Minister, with the approval
of the Governor in Council, for a term of no
more than three years so as to ensure, as far as
possible, the expiration in any one year of the
terms of office of not more than half of the
directors.
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| Acting
directors
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(5) The Governor in Council may appoint
an individual to act as a director if a director
is absent or unable to act.
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| Eligibility
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(6) No individual is eligible to be appointed
or to continue as President, Chairperson or a
director if the individual is
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| Functions of
Board
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7. (1) The Board shall direct and manage the
business and affairs of the Bank.
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| By-laws
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(2) The Board may, by resolution, make
by-laws to regulate the business and affairs of
the Bank.
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| Committees
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(3) The Board may establish an Executive
Committee, or any other committee or
advisory group that the Board considers
advisable, and determine its composition and
duties and the tenure of its members.
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| Executive
Committee
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(4) The Board may delegate power to, and
specify duties and authority of, the Executive
Committee to act in all matters that are not by
this Act or any by-law or resolution
specifically reserved to be done by the Board.
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Officers and Employees |
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| Duties of
Chairperson
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8. The Chairperson shall carry out the duties
determined by by-law.
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| Duties of
President
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9. (1) The President is the chief executive
officer of the Bank and has, on behalf of the
Board, the direction and management of the
business and affairs of the Bank with authority
to act in all matters that are not by this Act or
any by-law or resolution specifically reserved
to be done by the Board or the Executive
Committee.
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| Absence or
incapacity
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(2) If the President is absent or unable to act,
or if the office of President is vacant, the Board
may authorize an officer or employee of the
Bank to act as President, but that person may
not act as President for a period of more than
ninety days without the approval of the
Governor in Council.
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| Officers and
employees
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10. The Bank may employ such officers and
employees, and may engage such agents,
advisers and consultants, as it considers
necessary to carry out the purpose of this Act
and for the proper conduct of its business and
the Bank may fix the terms and conditions of
their employment or engagement.
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| Delegation of
powers and
specification
of duties
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11. The Board may delegate power to, and
specify the duties and authority of, any officer,
employee or agent of the Bank to act in all
matters that are not by this Act or any by-law
or resolution specifically reserved to be done
by the Board or the Executive Committee.
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| Confidentialit
y
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12. All directors, officers and employees of
the Bank, and all agents, advisers and
consultants whose services are engaged by the
Bank, must, before entering on their duties,
take an oath or make a solemn affirmation of
office and confidentiality in the form set out in
the schedule before a commissioner of oaths
or other person having authority to administer
the oath or solemn affirmation in the place
where it is taken or made.
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Remuneration and Benefits |
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| Remuneration
of directors
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13. (1) The Chairperson and each director,
except the President and any director
employed in the public service of Canada, are
entitled to be paid by the Bank the
remuneration fixed by the Governor in
Council for their time to attend meetings of the
Board or any committee of the Board and to
perform their duties under this Act.
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| Remuneration
of President
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(2) The President is entitled to be paid by
the Bank the remuneration fixed by the
Governor in Council.
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| Expenses of
directors
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(3) Directors are entitled to be paid by the
Bank reasonable travel and living expenses
incurred in connection with the performance
of their duties under this Act while absent
from their ordinary places of residence.
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| Remuneration
and expenses
of officers,
etc.
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(4) Officers, employees, agents, advisers
and consultants are entitled to be paid by the
Bank the remuneration, expenses and benefits
that the Bank may determine.
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| Pension fund
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(5) The Board may make by-laws
respecting
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SPECIFIC POWERS OF THE BANK |
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