1st Session, 36th Parliament,
46-47 Elizabeth II, 1997-98

The House of Commons of Canada

BILL C-4

An Act to amend the Canadian Wheat Board Act and to make consequential amendments to other Acts

      Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:

R.S., c. C-24; R.S., cc. 37, 38 (4th Supp.); 1988, c. 65; 1991, cc. 33, 46, 47; 1993, c. 44; 1994, cc. 39, 47; 1995, c. 31

CANADIAN WHEAT BOARD ACT

1. (1) The definition ``Board'' in subsection 2(1) of the English version of the Canadian Wheat Board Act is repealed.

(2) The definition ``ordonnance'' in subsection 2(1) of the French version of the Act is repealed.

(3) The definition ``designated area'' in subsection 2(1) of the Act is replaced by the following:

``designated area''
« région désignée »

``designated area'' means that area comprised by the Provinces of Manitoba, Saskatchewan and Alberta, and that part of the Province of British Columbia known as the Peace River District, and any other areas that the Board may designate under subsection (3);

(4) The definition ``Commission'' in subsection 2(1) of the French version of the Act is replaced by the following:

« Commis-
sion »
``Corpora-
tion''

« Commission » La Commission canadienne du blé prorogée par l'article 3.

(5) Subsection 2(1) of the Act is amended by adding the following in alphabetical order:

``board''
« conseil »

``board'' means the board of directors of the Corporation referred to in section 3.01;

(6) Subsection 2(1) of the English version of the Act is amended by adding the following in alphabetical order:

``Corpora-
tion''
« Commis-
sion »

``Corporation'' means The Canadian Wheat Board continued by section 3;

(7) Subsection 2(1) of the French version of the Act is amended by adding the following in alphabetical order:

« arrêté »
``order''

« arrêté » Tout arrêté pris par la Commission sous le régime de la présente loi; y sont assimilées les « instructions aux commerçants » qu'elle publie.

(8) Subsection 2(3) of the Act is replaced by the following:

Designating parts included in designated area

(3) The Corporation may, by order, designate parts of the Province of British Columbia, other than the Peace River District, and parts of the Province of Ontario lying in the Western Division that are included in the designated area, for the purposes of this Act.

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

HER MAJESTY

Binding on Her Majesty

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

3. Section 3 of the Act and the heading ``Constitution of the Board'' before it are replaced by the following:

Continuation of the Corporation

Corporation continued

3. (1) The Canadian Wheat Board is hereby continued.

Headquarters

(2) The headquarters of the Corporation are in the city of Winnipeg in the Province of Manitoba.

Board of Directors

Board of directors

3.01 (1) The board of directors shall direct and manage the business and affairs of the Corporation and is for those purposes vested with all the powers of the Corporation.

Composition of the board

(2) The board consists of fifteen directors, including a chairperson and a president.

Directors

3.02 (1) Four directors are appointed by the Governor in Council on the recommendation of the Minister. Ten directors are elected by producers in accordance with sections 3.06 to 3.08 and the regulations. The president is appointed by the Governor in Council in accordance with section 3.09.

Term

(2) The directors, with the exception of the president, hold office for a maximum term of four years, up to a maximum of three terms.

Part-time directors

(3) Unless the Governor in Council directs otherwise, the directors, with the exception of the president, shall perform their functions on a part-time basis.

Powers, duties and functions of directors

(4) For greater certainty, the appointed directors and the elected directors have the same powers, duties and functions.

Remunera-
tion

3.03 (1) The directors are paid the remuneration that is fixed by resolution of the board.

Travel and living expenses

(2) The directors, with the exception of the president, are entitled to be paid reasonable travel and living expenses incurred by them in the course of their duties under this Act while absent from their ordinary place of residence.

Chairperson

3.04 (1) The board designates one director to be the chairperson and may fix the remuneration of the chairperson.

Duties

(2) The chairperson performs the duties conferred on the chairperson by the by-laws, calls and presides at meetings of the board and determines the agenda at those meetings.

Absence or incapacity

(3) If the chairperson is absent or unable to act, the board may designate one of the directors to act as chairperson.

By-laws

3.05 The board may make by-laws respecting the administration and management of the business and affairs of the Corporation, including

    (a) the convening, frequency and conduct of meetings of the board, the participation of directors in those meetings by telephone or other communication facilities, the quorum at the meetings and the confidentiality of the board's deliberations;

    (b) the holding of annual meetings and any other method by which the board may demonstrate its accountability to producers;

    (c) the conditions under which elected directors may be removed from office;

    (d) the periodic review of the performance of the president by the board;

    (e) the manner in which the board may recommend to the Minister the removal of the president;

    (f) the establishment of committees of the board and the powers, duties and functions of the committees; and

    (g) the exercise of the powers set out in subsection 6(1).

Election of Directors

Regulations

3.06 (1) The Governor in Council may, on the recommendation of the Minister, make regulations respecting the election of directors.

Limitation

(2) After the date referred to in section 3.08, the Minister shall not make the recommendation referred to in subsection (1) unless he or she has consulted with the board, including consulting with respect to geographical representation on the board and the staggering of the terms of office of directors.

Adminis-
tration of election

3.07 Subject to the regulations, the Corporation shall take any measures that the Minister may determine for the proper conduct and supervision of an election of directors, including

    (a) employing the persons necessary to conduct or manage the election and the payment of any fees, costs, allowances and expenses of any person so employed, that the Minister may determine; and

    (b) paying the costs of the election incurred by or on behalf of the Corporation, including the costs incurred in the preparation, printing and distribution of material providing information on candidates.

Publication

3.08 The Minister shall determine the date on which the first directors elected shall assume office, which date shall not be later than December 31, 1998. At least thirty days before that date, the Minister shall publish a notice of that date in the Canada Gazette.

President

Appointment

3.09 (1) The president is appointed by the Governor in Council on the recommendation of the Minister and holds office during pleasure for the term that the Governor in Council may determine.

Conditions

(2) The Minister may recommend that a person be appointed president only if

    (a) the Minister has consulted the board with respect to

      (i) the qualifications required of the president, and

      (ii) the person whom the Minister is proposing to recommend; and

    (b) the board has fixed the remuneration to be paid to the president and has informed the Minister of the remuneration.

Transitional president

(3) Notwithstanding the other provisions of this section, the Governor in Council may appoint a transitional president and fix the remuneration to be paid to him or her. The transitional president's term may not end more than one year after the coming into force of this subsection.

Remunera-
tion

3.1 (1) The president is paid the remuneration fixed in accordance with paragraph 3.09(2)(b) or subsection 3.09(3).

Travel and living expenses

(2) The president is entitled to be paid reasonable travel and living expenses incurred during the course of the president's duties under this Act while absent from the president's ordinary place of work.

Duties

3.11 (1) The president is the chief executive officer of the Corporation and has, on behalf of the board, responsibility for the direction and management of the business and day-to-day operations of the Corporation with authority to act, subject to resolution of the board, in all matters that are not by this Act or the by-laws specifically reserved to be done by the board or the chairperson.

Absence or incapacity

(2) If the president is absent or unable to act or the office of president is vacant, the Minister may appoint an interim president. An interim president shall not act for more than ninety days without the approval of the Governor in Council.

Directors and Officers

Duty of care

3.12 (1) The directors and officers of the Corporation in exercising their powers and performing their duties shall

    (a) act honestly and in good faith with a view to the best interests of the Corporation; and

    (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Duty to comply

(2) The directors and officers of the Corporation shall comply with this Act, the regulations, the by-laws of the Corporation and any directions given to the Corporation under this Act.

Limit of liability

(3) Directors and officers are not liable under subsection (1) or (2) if they rely in good faith on

    (a) financial statements of the Corporation represented to them by an officer of the Corporation or in a written report of the auditor of the Corporation as fairly reflecting the financial condition of the Corporation; or

    (b) a report of a lawyer, notary, accountant, engineer, appraiser or other person whose position or profession lends credibility to a statement made by that person.

Indemnity

3.13 (1) The Corporation may indemnify a present or former director or officer of the Corporation or a person who acts or acted as a director or officer at the request of the Corporation, and their heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, that are reasonably incurred by them in respect of any civil, criminal or administrative action or proceeding to which they are a party by reason of being or having been such a director, officer or person if they

    (a) acted honestly and in good faith with a view to the best interests of the Corporation; and

    (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, believed on reasonable grounds that their conduct was lawful.

Indemnity as of right

(2) Despite anything in this section, a person referred to in subsection (1) is entitled to indemnity from the Corporation in respect of all costs, charges and expenses reasonably incurred by that person in connection with the defence of any civil, criminal or administrative action or proceeding to which the person is made a party by reason of being or having been a director or officer of the Corporation, if the person

    (a) was substantially successful on the merits in their defence of the action or proceeding; and

    (b) fulfils the conditions set out in paragraphs (1)(a) and (b).

Application to court

(3) The Corporation or a person referred to in subsection (1) may apply to a court for an order approving an indemnity under this section and the court may so order and make any further order it thinks fit.