PART XII.1

REGULATION OF COMPANIES - COMMISSIONER

Required information

520.1 A company shall provide the Commissioner with the information at the times and in the form that the Commissioner may require for the purposes of the administration of the consumer provisions.

Confidential information

520.2 (1) Subject to subsection (2), information regarding the business or affairs of a company or regarding persons dealing with one that is obtained by the Commissioner or by any person acting under the direction of the Commissioner, in the course of the exercise or performance of powers, duties and functions referred to in subsection 5(1) of the Financial Consumer Agency of Canada Act, and any information prepared from that information, is confidential and shall be treated accordingly.

Disclosure permitted

(2) If the Commissioner is satisfied that the information will be treated as confidential by the agency, body or person to whom it is disclosed, subsection (1) does not prevent the Commissioner from disclosing it

    (a) to any government agency or body that regulates or supervises financial institutions, for purposes related to that regulation or supervision;

    (b) to any other agency or body that regulates or supervises financial institutions, for purposes related to that regulation or supervision;

    (c) to the Canada Deposit Insurance Corporation for purposes related to its operation; and

    (d) to the Deputy Minister of Finance or any officer of the Department of Finance authorized in writing by the Deputy Minister of Finance or to the Governor of the Bank of Canada or any officer of the Bank of Canada authorized in writing by the Governor of the Bank of Canada, for the purposes of policy analysis related to the regulation of financial institutions.

Examination

520.3 (1) The Commissioner, from time to time, but at least once in each calendar year, shall make or cause to be made any examination and inquiry that the Commissioner considers necessary for the purposes of satisfying the Commissioner that the applicable consumer provisions are being complied with and, after the conclusion of each examination and inquiry, shall report on it to the Minister.

Access to records of company

(2) The Commissioner or a person acting under the Commissioner's direction in carrying out his or her duties under subsection (1)

    (a) has a right of access to any records, including electronic records, of a company; and

    (b) may require the directors or officers of a company to provide information and explanations, to the extent that they are reasonably able to do so, in respect of any matter subject to examination or inquiry under subsection (1).

Power of Commissioner on inquiry

520.4 The Commissioner, in carrying out his or her duties in relation to consumer provisions, has all the powers of a person appointed as a commissioner under Part II of the Inquiries Act for the purpose of obtaining evidence under oath, and may delegate those powers to any person acting under the Commissioner's direction.

Compliance agreement

520.5 The Commissioner may enter into an agreement, called a ``compliance agreement'', with a company for the purposes of implementing any measure designed to further compliance by it with the consumer provisions.

546. The Act is amended by adding the following after section 527.1:

Approvals: Terms, Conditions and Undertakings

Definition of ``approval''

527.2 (1) In this section, ``approval'' includes any consent, order, exemption, extension or other permission granted by the Minister or the Superintendent under this Act, and includes the issuance of letters patent.

Minister - terms, conditions and undertakings

(2) In addition to any other action that may be taken under this Act, the Minister may, in granting an approval, impose such terms and conditions or require such undertaking as the Minister considers necessary, including any terms, conditions or undertaking specified by the Superintendent to maintain or improve the safety and soundness of any financial institution regulated under an Act of Parliament and to which the approval relates or that may be affected by it.

Superintend-
ent - terms, conditions and undertakings

(3) In addition to any other action that may be taken under this Act, the Superintendent may, in granting an approval, impose such terms and conditions or require such undertaking as the Superintendent considers necessary.

Effect of non-complian ce on approval

(4) Unless otherwise expressly provided in this Act, a failure to comply with a term or condition or an undertaking imposed or required under any provision of this Act does not invalidate the approval to which the term, condition or undertaking relates.

Non-
compliance

(5) In addition to any other action that may be taken under this Act, in case of non-compliance by a person with a term, condition or undertaking imposed or required under any provision of this Act, the Minister or Superintendent, as the case may be, may

    (a) revoke, suspend or amend the approval to which the term, condition or undertaking relates; or

    (b) apply to a court for an order directing the person to comply with the term, condition or undertaking, and on such application the court may so order and make any other order it thinks fit.

Representa-
tions

(6) Before taking any action under subsection (5), the Minister or the Superintendent, as the case may be, shall afford the person concerned a reasonable opportunity to make representations.

Revocation, suspension or amendment

(7) At the request of the person concerned, the Minister or the Superintendent, as the case may be, may revoke, suspend or amend any terms or conditions imposed by him or her or may revoke or suspend an undertaking given to him or her or approve its amendment.

546.1 The Act is amended by adding the following after section 529:

Applications to Superintendent

Content of applications

529.1 (1) The following applications to the Superintendent must contain the information, material and evidence that the Superintendent may require:

    (a) applications for approval under subsection 68(1), 75(2), 78(4), 83(1), 174(1), 222(3), 421(1), 453(6), 456(1) or (2) or 470(1), subparagraph 475(2)(b)(vi), section 478 or subsection 482(3) or (4) or 483.3(1);

    (b) applications for consent under subsection 74(1);

    (c) applications for exemptions under subsection 160.05(3) or 250(1); and

    (d) applications for extensions of time under subsection 456(3) or (5), 457(4) or 458(4).

Receipt

(2) Without delay after receiving the application, the Superintendent shall send a receipt to the applicant certifying the date on which it was received.

Notice of decision to applicant

(3) Subject to subsection (4), the Superintendent shall, within a period of thirty days after the receipt of the application, send to the applicant

    (a) a notice approving the application, subject to any terms and conditions that the Superintendent considers appropriate; or

    (b) if the Superintendent is not satisfied that it should be approved, a notice to that effect.

Extension of period

(4) If the Superintendent is unable to complete the consideration of the application within the period referred to in subsection (3), the Superintendent shall, within that period, send a notice to the applicant informing the applicant that the Superintendent has extended the period for a further period set out in the notice.

Deemed approval

(5) If the applicant does not receive the notice required by subsection (3) and, where applicable, subsection (4), within the required period, the Superintendent is deemed to have approved the application and granted the approval, consent, extension or exemption to which the application relates, regardless of whether the approval, consent, extension or exemption is to be in writing or not.

547. Section 531 of the Act is amended by adding the following after paragraph (f):

    (f.1) respecting the determination of the equity of a company;

548. The Act is amended by adding the following after section 535:

Limitation period

535.1 (1) Proceedings by way of summary conviction in respect of an offence under a provision of this Act may be commenced at any time within, but not later than, two years after the day on which the subject-matter of the proceedings became known, in the case of an offence under a consumer provision, to the Commissioner and, in any other case, to the Superintendent.

Certificate of Superinten-
dent or Commissioner

(2) A document appearing to have been issued by the Superintendent or Commissioner, as the case may be, certifying the day on which the subject-matter of any proceedings became known to the Superintendent or Commissioner is admissible in evidence without proof of the signature or official character of the person appearing to have signed it and is, in the absence of evidence to the contrary, proof of the matter asserted in it.

549. Section 537 of the Act is replaced by the following:

Restraining or compliance order

537. (1) If a company or any director, officer, employee or agent of a company does not comply with any provision of this Act or the regulations other than a consumer provision , or of the incorporating instrument or any by-law of the company, the Superintendent, any complainant or any creditor of the company may, in addition to any other right that person has, apply to a court for an order directing the company, director, officer, employee or agent to comply with - or restraining the company, director, officer, employee or agent from acting in breach of - the provision and, on the application, the court may so order and make any further order it thinks fit.

Compliance or restraining order - consumer provisions

(2) If a company or any director, officer, employee or agent of a company does not comply with any applicable consumer provision, the Commissioner or any complainant may, in addition to any other right that person has, apply to a court for an order directing the company, director, officer, employee or agent to comply with - or restraining the company, director, officer, employee or agent from acting in breach of - the consumer provision and, on the application, the court may so order and make any further order it thinks fit.

AMENDMENTS TO OTHER ACTS

R.S., c. B-3

Bankruptcy and Insolvency Act

1992, c. 27, s. 3(2)

550. (1) Paragraph (b) of the definition ``bank'' in subsection 2(1) of the Bankruptcy and Insolvency Act is replaced by the following:

      (b) every other member of the Canadian Payments Association established by the Canadian Payments Act , and

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

``Superin-
tendent of Financial Institutions''
« surinten-
dant des institutions financières »

``Superintendent of Financial Institutions'' means the Superintendent of Financial Institutions appointed under subsection 5(1) of the Office of the Superintendent of Financial Institutions Act;

1992, c. 27, s. 30

551. Paragraph 65.1(7)(b) of that Act is replaced by the following:

    (b) to prevent a member of the Canadian Payments Association established by the Canadian Payments Act from ceasing to act as a clearing agent or group clearer for an insolvent person in accordance with that Act and the by-laws and rules of that Association.

552. The Act is amended by adding the following after section 69.41:

No stay, etc., in certain cases

69.42 Despite anything in this Act, no provision of this Act shall have the effect of staying or restraining, and no order may be made under this Act staying or restraining,

    (a) the exercise by the Minister of Finance or the Superintendent of Financial Institutions of any power, duty or function assigned to them by the Bank Act, the Cooperative Credit Associations Act, the Insurance Companies Act or the Trust and Loan Companies Act;

    (b) the exercise by the Governor in Council, the Minister of Finance or the Canada Deposit Insurance Corporation of any power, duty or function assigned to them by the Canada Deposit Insurance Corporation Act; or

    (c) the exercise by the Attorney General of Canada of any power, assigned to him or her under paragraph 11(d) of the Winding-up and Restructuring Act.

R.S., c. C-36

Companies' Creditors Arrangement Act

553. Section 2 of the Companies' Creditors Arrangement Act is amended by adding the following in alphabetical order:

``Superin-
tendent of Financial Institutions''
« surinten-
dant des institutions financières »

``Superintendent of Financial Institutions'' means the Superintendent of Financial Institutions appointed under subsection 5(1) of the Office of the Superintendent of Financial Institutions Act;

1997, c. 12, s. 124

554. Subsection 11.1(2) of the Act is replaced by the following:

No stay, etc., in certain cases

(2) No order may be made under this Act staying or restraining the exercise of any right to terminate, amend or claim any accelerated payment under an eligible financial contract or preventing a member of the Canadian Payments Association established by the Canadian Payments Act from ceasing to act as a clearing agent or group clearer for a company in accordance with that Act and the by-laws and rules of that Association.

555. The Act is amended by adding the following after section 11.1:

No stay, etc., in certain cases

11.11 No order may be made under this Act staying or restraining

    (a) the exercise by the Minister of Finance or the Superintendent of Financial Institutions of any power, duty or function assigned to them by the Bank Act, the Cooperative Credit Associations Act, the Insurance Companies Act or the Trust and Loan Companies Act;

    (b) the exercise by the Governor in Council, the Minister of Finance or the Canada Deposit Insurance Corporation of any power, duty or function assigned to them by the Canada Deposit Insurance Corporation Act; or

    (c) the exercise by the Attorney General of Canada of any power, assigned to him or her under paragraph 11(d) by the Winding-up and Restructuring Act.