(d) respecting the circumstances under which the cost of borrowing is to be expressed as an amount in dollars and cents;

    (e) specifying any class of loans that are not to be subject to section 435.1, subsection 436(1) or 438(1) or (3) or section 438.1 or 439 or the regulations or any specified provisions of the regulations;

    (f) respecting the manner in which and the time at which any rights, obligations, charges or penalties referred to in sections 435.1 to 439 are to be disclosed;

    (g) prohibiting the imposition of any charge or penalty referred to in section 438 or providing that the charge or penalty, if imposed, will not exceed a prescribed amount;

    (h) respecting the nature or amount of any charge or penalty referred to in paragraph 438(1)(b), (2)(a) or (3)(a) and the costs of the company that may be included or excluded in the determination of the charge or penalty;

    (i) respecting the method of calculating the amount of rebate of the cost of borrowing, or the portion of the cost of borrowing referred to in subparagraph 438(1)(a)(ii);

    (j) respecting advertisements made by a company regarding arrangements referred to in subsection 438(3), loans, credit cards, payment cards or charge cards;

    (k) respecting the renewal of loans; and

    (l) respecting such other matters or things as are necessary to carry out the purposes of sections 435.1 to 439.

382. Paragraph 441(1)(a) of the Act is replaced by the following:

    (a) establish procedures for dealing with complaints made by customers of the company about

      (i) the application of charges applicable to deposit accounts, arrangements referred to in subsection 438(3) or payment, credit or charge cards with the company, or

      (ii) the disclosure of or manner of calculating the cost of borrowing in respect of a loan made by the company;

383. Subsection 442(1) of the Act is replaced by the following:

Contacting Superin-
tendent

442. (1) If a customer of a company has a complaint about a deposit account, an arrangement referred to in subsection 438(3), a payment, credit or charge card or the disclosure of or manner of calculating the cost of borrowing in respect of a loan, the company shall, in the prescribed manner, provide the customer with prescribed information on how to contact the Office of the Superintendent of Financial Institutions.

384. Paragraph 443(3)(b) of the Act is replaced by the following:

    (b) that is made for business purposes and the principal amount of which is more than $100,000 or such other amount as may be prescribed.

385. Section 444 of the Act is replaced by the following:

Regulations re customer information

444. The Governor in Council may make regulations

    (a) requiring a company to establish procedures regarding the collection, retention, use and disclosure of any information about its customers or any class of customers;

    (b) requiring a company to establish procedures for dealing with complaints made by a customer about the collection, retention, use or disclosure of information about the customer;

    (c) respecting the disclosure by a company of information relating to the procedures referred to in paragraphs (a) and (b);

    (d) requiring a company to designate the officers and employees of the company who are responsible for

      (i) implementing the procedures referred to in paragraph (b), and

      (ii) receiving and dealing with complaints made by a customer of the company about the collection, retention, use or disclosure of information about the customer;

    (e) requiring a company to report information relating to

      (i) complaints made by customers of the company about the collection, retention, use or disclosure of information, and

      (ii) the actions taken by the company to deal with the complaints; and

    (f) defining ``information'', ``collection'' and ``retention'' for the purposes of paragraphs (a) to (e) and the regulations made under those paragraphs.

386. (1) Subparagraphs (a)(iv) and (v) of the definition ``commercial loan'' in subsection 449(1) of the Act are replaced by the following:

        (iv) a loan that is secured by a mortgage on real property, where

          (A) the mortgage is on residential property and the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, does not exceed 75% of the value of the property at the time the loan is made or acquired, or

          (B) the mortgage is on real property other than residential property and

            (I) the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, does not exceed 75% of the value of the property at the time the loan is made or acquired, and

            (II) at the time the loan is made or acquired, the property provides an annual income sufficient to pay all annual expenses related to the property, including the payments owing under the mortgage and the mortgages having an equal or prior claim against the property,

        (v) a loan that is secured by a mortgage on real property, where

          (A) the mortgage is on residential property and

            (I) the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, exceeds 75% of the value of the property at the time the loan is made or acquired, and

            (II) repayment of the amount of the loan that exceeds 75% of the value of the property is guaranteed or insured by a government agency or private insurer approved by the Superintendent,

          (B) the mortgage is on real property other than residential property and

            (I) the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, exceeds 75% of the value of the property at the time the loan is made or acquired,

            (II) repayment of the amount of the loan that exceeds 75% of the value of the property is guaranteed or insured by a government agency or private insurer approved by the Superintendent, and

            (III) at the time the loan is made or acquired, the property provides an annual income sufficient to pay all annual expenses related to the property, including the payments owing under the mortgage and the mortgages having an equal or prior claim against the property, or

          (C) the loan is one referred to in paragraph 418(2)(d), or

(2) Paragraph (b) of the definition ``commercial loan'' in subsection 449(1) of the Act is amended by striking out the word ``or'' at the end of subparagraph (iii), by replacing the word ``and'' at the end of subparagraph (iv) with the word ``or'' and by adding the following after subparagraph (iv):

        (v) debt obligations of an entity controlled by the company, and

(3) Paragraph (c) of the definition ``commercial loan'' in subsection 449(1) of the Act is amended by striking out the word ``or'' at the end of subparagraph (i) and by replacing subparagraph (ii) with the following:

        (ii) shares or ownership interests of an entity controlled by the company, or

        (iii) participating shares;

(4) Paragraphs (b) and (c) of the definition ``information services corporation'' in subsection 449(1) of the Act are replaced by the following:

      (b) providing advisory or other services in the design, development or implementation of information management systems, or

      (c) designing, developing or marketing computer software,

(5) The portion of the definition ``special purpose computer hardware'' in subsection 449(1) of the Act before paragraph (a) is replaced by the following:

``special purpose computer hardware''
« matériel informatique spécial »

``special purpose computer hardware'' means computer equipment that is integral to the provision of

387. (1) Subsection 451(1) of the Act is replaced by the following:

Restriction on substantial investments

451. (1) Subject to subsections (2) to (3.1), no company shall acquire or increase a substantial investment in any entity, other than an entity referred to in section 453 or 454.

(2) Paragraph 451(2)(b) of the Act is replaced by the following:

    (b) an acquisition of shares or ownership interests in the entity by

      (i) a financial institution or specialized financing corporation that is controlled by the company, or

      (ii) an entity controlled by a financial institution or specialized financing corporation that is controlled by the company.

(3) The portion of subsection 451(3) of the Act before paragraph (a) is replaced by the following:

Exception: temporary investments, realizations and loan workouts

(3) A company may acquire or increase a substantial investment in an entity by way of

(4) Section 451 of the Act is amended by adding the following after subsection (3):

Exception: specialized financing corporation type investments

(3.1) A company may acquire or increase a substantial investment in an entity as permitted by paragraph 410(1)(d.1).

388. (1) Paragraph 453(1)(l) of the Act is replaced by the following:

    (l) a financial holding corporation that does not have a substantial investment in any entity other than in

      (i) a body corporate referred to in this subsection,

      (ii) an entity referred to in subsection (1.1),

      (iii) a real property holding vehicle referred to in subsection (2), or

      (iv) any other entity in which a financial institution or specialized financing corporation controlled by the financial holding corporation has a substantial investment;

(2) Section 453 of the Act is amended by adding the following after subsection (1):

Other permitted substantial investments

(1.1) Subject to Part XI and any terms and conditions that may be imposed by the Minister, a company may, with the approval of the Minister, acquire or increase a substantial investment in an entity that is not a body corporate if the activities of the entity are the same as or substantially similar to those of a body corporate referred to in any of paragraphs (1)(b) to (n).

Exception

(1.2) Subsection (1.1) does not apply to the acquisition or increase of a substantial investment in a real property holding vehicle.

(3) Subsection 453(3) of the Act is amended by striking out the word ``and'' at the end of paragraph (a) and by adding the following after paragraph (a):

    (a.1) in the case of a body corporate referred to in paragraph (1)(n) that carries on one or more of the businesses or activities engaged in or carried on by bodies corporate referred to in any of paragraphs (1)(b), (c), (k) and (l),

      (i) the company controls the body corporate or would thereby acquire control of the body corporate, or

      (ii) the company is permitted by regulations made under paragraph 459(a) to acquire or increase the substantial investment;

(4) Subsection 453(3) of the Act is amended by adding the word ``and'' at the end of paragraph (b) and by adding the following after paragraph (b):

    (c) in the case of a body corporate referred to in paragraph (1)(n) that carries on one or more of the businesses or activities engaged in or carried on by bodies corporate referred to in any of paragraphs (1)(d), (k) and (m), the company obtains the prior written approval of the Minister on the recommendation of the Superintendent.

(5) Subsections 453(4) to (6) of the Act are replaced by the following:

Control not required

(4) Notwithstanding paragraphs (3)(a) and (a.1), a company need not control a foreign institution or other body corporate incorporated elsewhere than in Canada in which it has a substantial investment, and that it would otherwise be required by one of those paragraphs to control, if the laws or customary business practices of the country under the laws of which the foreign institution or body corporate was incorporated do not permit the company to control the foreign institution or body corporate.

Approval for indirect investments

(5) For the purposes of paragraphs (3)(b) and (c), if a company obtains the prior written approval of the Minister for the company to acquire or increase a substantial investment in a financial institution or a specialized financing corporation and through that acquisition or increase the company indirectly acquires or increases a substantial investment in another body corporate referred to in any of paragraphs (1)(d), (k) and (m), and that indirect acquisition or increase is disclosed in writing to the Minister before that approval is obtained, the company is deemed to have obtained the prior written approval of the Minister for that indirect acquisition or increase.

Acquisition of legal control without control in fact

(6) A company shall not, without the prior written approval of the Minister, acquire control of a body corporate, as authorized by subparagraph (3)(a)(i), unless it also acquires control of the body corporate within the meaning of paragraph 3(1)(d).

Giving up control in fact

(7) A company that acquires control of a body corporate, as authorized by subparagraph (3)(a)(i), shall not, without the prior written approval of the Minister, give up control of the body corporate within the meaning of paragraph 3(1)(d) while continuing to control the body corporate.

Giving up of control

(8) A company that controls a body corporate referred to in paragraph (3)(a) may give up control of the body corporate and keep a substantial investment in the body corporate if

    (a) the company is permitted to do so by regulations made under paragraph 459(b); and

    (b) the company has the prior written approval of the Superintendent.

389. (1) The portion of subsection 457(1) of the Act after paragraph (d) is replaced by the following:

but the company shall, within five years after acquiring the shares or ownership interests, do all things necessary to ensure that the company does not have a substantial investment in any entity referred to in paragraphs (a) to (d).