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| No
constructive
notice
|
23. No person dealing with the Board or
with any person who has acquired rights from
the Board is deemed to have notice or
knowledge of the contents of a document,
other than an Act of Parliament or any
instrument required to be published in the
Canada Gazette pursuant to the Statutory
Instruments Act, concerning the Board by
reason only that the document is available at
the head office of the Board or has been made
public.
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| Validity of
acts
|
24. An act of the Chairperson or other
director of the Board, or of the chief executive
officer or other officer of the Board, is not
invalid by reason only of an irregularity in that
person's appointment or a defect in that
person's qualifications.
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| Assertions
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25. The Board may not assert against a
person dealing with the Board or with any
person who has acquired rights from the Board
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(a) that this Act or the by-laws have not
been complied with, or
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(b) that a document issued by any director,
officer or agent of the Board having appar
ent authority to issue the document is not
valid or genuine by reason only that the
person who issued the document lacked
actual authority to issue the document,
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except where the person has knowledge that
the facts asserted are true.
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| Corporate seal
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26. The Board may, but need not, have a
corporate seal, and an instrument or agree
ment executed on behalf of the Board is not
invalid merely because a corporate seal is not
affixed to it.
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| By-laws
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27. (1) The board of directors may make
by-laws that are consistent with this Act to
govern the conduct and management of the
Board's business and affairs, including by-
laws
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(a) for the administration, management and
control of the Board's property;
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(b) governing the calling of meetings of the
board of directors and its committees, the
time and place of those meetings and the
quorum and procedure in all matters relat
ing to those meetings;
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(c) respecting the functions, duties and
remuneration of the officers and employees
of the Board; and
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(d) respecting the establishment of commit
tees of the board of directors and the
appointment of members to those commit
tees.
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| Effective date
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(2) A by-law is effective as soon as it is
made or on such later date as may be stated in
the by-law to be its effective date.
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| Copy to
Minister
|
28. (1) The board of directors shall provide
a copy of every by-law and every amendment
to or repeal of any by-law to the Minister and
the appropriate provincial Ministers within 14
days after its effective date.
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| By-laws
available to
the public
|
(2) A copy of every by-law shall be kept at
the head office of the Board. Anyone is
entitled, during the usual business hours of the
Board, to examine the by-laws and, on
payment of a reasonable fee, to make copies
of or take extracts from them.
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| Statutory
Instruments
Act does not
apply
|
29. The Statutory Instruments Act does not
apply in respect of by-laws.
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| Audit and
investment
committees
|
30. (1) The board of directors shall establish
an audit committee and an investment com
mittee.
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| Other
committees
|
(2) The board of directors may establish
other committees as it deems necessary and
assign to them such duties as it considers
appropriate.
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| Duties of
audit
committee
|
31. The audit committee shall
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(a) require the Board's management to
implement and maintain appropriate inter
nal control procedures;
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(b) review, evaluate and approve those
internal control procedures;
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(c) review and approve the Board's annual
financial statements and report to the board
of directors before those statements are
approved by the board of directors;
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(d) meet with the Board's auditor to discuss
the Board's annual financial statements and
the auditor's report;
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(e) review all investments and transactions
that could adversely affect the return on the
Board's investments that are brought to the
committee's attention by the Board's audi
tor or officers; and
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(f) meet with the chief internal auditor of the
Board, or with the person acting in any
similar capacity, and with the Board's
management, to discuss the effectiveness of
the internal control procedures.
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| Meeting of
audit
committee
|
32. (1) The Board's auditor or any member
of the audit committee may call a meeting of
the committee.
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| Meeting of
directors
|
(2) The audit committee may call a meeting
of the board of directors to consider any matter
of concern to the committee.
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| Auditor's
right to attend
meetings
|
33. (1) The Board's auditor is entitled to
receive notice of and to attend meetings of the
board of directors and meetings of the audit
committee, at the Board's expense, and to be
heard at those meeting on matters relating to
the auditor's duties.
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| Requiring
auditor's
attendance
|
(2) The Board's auditor shall attend meet
ings of the audit committee, if requested to do
so by a member of the audit committee, at the
Board's expense, and shall attend meetings of
the board of directors, if requested to do so by
a director.
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| Duties of
investment
committee
|
34. The investment committee shall
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(a) perform the duties that are delegated to
it by the board of directors;
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(b) approve the engagement of investment
managers empowered with discretionary
authority to invest the assets of the Board;
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(c) meet with the officers and employees of
the Board to discuss the effectiveness of the
Board's investment policies and the
achievement of the Board's objects;
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(d) require management to implement and
maintain appropriate procedures to
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(i) monitor the application of the Board's
investment policies, standards and proce
dures, and
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(ii) ensure that the Board's agents comply
with this Act and the Board's investment
policies, standards and procedures; and
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(e) review, evaluate and approve manage
ment's procedures referred to in paragraph
(d).
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| Investment
policies,
standards and
procedures
|
35. Subject to the regulations, the board of
directors shall establish, and the Board and its
subsidiaries shall adhere to, investment poli
cies, standards and procedures that a person of
ordinary prudence would exercise in dealing
with the property of others.
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| Duty of
investment
managers
|
36. Every investment manager who invests
the assets of the Board shall do so in accor
dance with this Act and the Board's invest
ment policies, standards and procedures.
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| Income Tax
Act
|
37. The Board and its subsidiaries shall
invest their assets in such a way that tax would
not be payable by them under subsection
206(2) of the Income Tax Act if Part XI of that
Act applied to them.
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| Financial year
|
38. The financial year of the Board is the
period beginning on April 1 in one calendar
year and ending on March 31 in the next
calendar year.
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| Books and
systems
|
39. (1) The Board shall, in respect of itself
and each of its subsidiaries, cause
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(a) books of account and records to be kept;
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(b) financial and management control and
information systems and management prac
tices to be maintained; and
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(c) a record of the investments held during
the financial year to be kept, showing
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(i) the book value of each investment,
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(ii) the market value of each investment
and such information as will permit the
verification of that value, and
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(iii) such information as will permit the
determination of whether the require
ments of this Act and the investment
policies, standards and procedures have
been met.
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| Manner in
which books,
etc., to be kept
|
(2) The books, records, systems and practic
es required by subsection (1) shall be kept and
maintained in such manner as will provide
reasonable assurance that
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(a) the Board's assets and those of its
subsidiaries are safeguarded and con
trolled;
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(b) the Board's transactions and those of its
subsidiaries are in accordance with this Act
and the by-laws, or the by-laws of the
subsidiaries, as the case may be; and
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(c) the Board's financial, human and physi
cal resources and those of its subsidiaries
are managed economically and efficiently
and that the Board's operations and those of
its subsidiaries are carried out effectively.
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| Internal audit
|
(3) The Board shall cause internal audits to
be conducted, in respect of itself and each of
its subsidiaries, to assess compliance with
subsections (1) and (2).
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| Annual
financial
statements
|
(4) The Board shall cause financial state
ments to be prepared annually, in respect of
itself and each of its subsidiaries, including,
with respect to the financial year to which it
relates,
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(a) a balance sheet as at the end of the
financial year;
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(b) a statement of income for the financial
year;
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(c) a statement of change in net assets for
the financial year; and
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(d) a statement of investment portfolio.
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| Contents of
statements
|
(5) The annual financial statements shall
show such information and particulars as in
the opinion of the directors are necessary to
present fairly, in accordance with generally
accepted accounting principles, the primary
source of which is the Handbook of the
Canadian Institute of Chartered Accountants,
the Board's financial position as at the end of
the financial year to which it relates.
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| Quarterly
financial
statements
|
(6) During each financial year, the Board
shall cause quarterly financial statements to
be prepared for each three month period of the
year. The quarterly statements shall
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(a) show the same information for the most
recent three month period as is required to
be set out in the Board's annual financial
statements, except that a balance sheet is
not required; and
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(b) show the same information in respect of
the part of the year up to the date of the
statements in relation to the corresponding
period in the preceding financial year.
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|
| Approval by
board of
directors
|
(7) The board of directors shall approve the
annual financial statements of the Board and
of each of its subsidiaries and that approval
shall be evidenced by the signature of at least
one director of the Board.
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| Annual
auditor's
report
|
40. (1) The Board shall cause an annual
auditor's report to be prepared, in respect of
itself and each of its subsidiaries, on
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(a) the annual financial statements referred
to in section 39;
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(b) any revised financial statement referred
to in subsection 41(3); and
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(c) the record of investments referred to in
paragraph 39(1)(c).
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| Contents
|
(2) A report under subsection (1) shall be
addressed to the Board and shall
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(a) include separate statements indicating
whether, in the auditor's opinion,
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(i) the financial statements are presented
fairly in accordance with generally ac
cepted accounting principles applied on
a basis consistent with that of the preced
ing year,
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(ii) the Board's transactions and those of
its subsidiaries that have come to the
auditor's notice in the course of the
auditor's examination for the report were
in accordance with this Act and the
by-laws, and the by-laws of the subsid
iaries, as the case may be, and
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(iii) the record of investments kept in
accordance with paragraph 39(1)(c) fair
ly presents the information required by
that paragraph; and
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(b) call attention to any other matter falling
within the scope of the auditor's examina
tion for the report that, in the auditor's
opinion, should be brought to the attention
of the Board.
|
|
| Examination
|
(3) An auditor preparing a report under
subsection (1) shall make such examination as
the auditor considers necessary for the pur
pose.
|
|
| Auditing
standards
|
(4) An auditor's examination shall be
conducted in accordance with generally ac
cepted auditing standards, the primary source
of which is the Handbook of the Canadian
Institute of Chartered Accountants.
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|
| Reliance on
internal audit
|
(5) In conducting an audit under this Act, an
auditor shall rely on any internal audit con
ducted under subsection 39(3), to the extent
that the auditor considers that reliance to be
practicable.
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| Notice of
errors and
omissions
|
41. (1) A director or officer of the Board
shall without delay notify the Board's auditor
and the audit committee of any error or
omission of which the director or officer
becomes aware in a financial statement that
the auditor or a former auditor has reported on
or in a report prepared by the auditor or a
former auditor under section 40.
|
|
| Duty of
auditor
|
(2) Where the Board's auditor, or a former
auditor of the Board, is notified or becomes
aware of any error or omission in a financial
statement that the auditor or former auditor
has reported on or in a report prepared by the
auditor or former auditor under section 40, the
auditor or former auditor shall without delay
notify each director of the Board of the error
or omission if the auditor or former auditor is
of the opinion that the error or omission is
material.
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| Correction
|
(3) Where the directors receive a notifica
tion under subsection (2) of an error or
omission in a financial statement or a report,
the Board shall prepare a revised financial
statement or the auditor or former auditor shall
issue a correction to the report, as the case may
be, and a copy of it shall be given to the
Minister and the appropriate provincial Minis
ters.
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