BILL C-503 - First Reading

	BOARD OF MANAGEMENT
	Mandate and authority of the board
Mandate and authority	95. (1) The Board has the control and management of the Service and all matters connected with the Service.
National headquarters	(2) The national headquarters of the Service and the offices of the Board and Commissioner shall be in the National Capital Region described in the schedule to the National Capital Act.
Regional headquarters	(3) The Board may establish regional headquarters of the Service.
	9. The Act is amended by adding the following after section 95:
Directions to the Board	95.1 The Minister may issue a written direction to the Service, addressed to the Chairperson of the Board, on any matter within the authority or responsibility of the Board that, in the Minister's opinion, affects public policy or could materially affect public finances.
Statutory instruments	95.2 A direction issued under section 95.1 is not a statutory instrument for the purposes of the Statutory Instruments Act.
Compliance with directions	95.3 Every person who is directed by the Minister under section 95.1 shall comply with the direction.
Minister's power of inquiry	95.4 The Minister may inquire into any activity of the Service and has access to any information under the Service's control.
	STRUCTURE OF THE BOARD
	Board of Management
Composition	95.5 The Board shall consist of seven directors, including the Chairperson, the Commissioner and two persons who represent the interests of victims.
	Commissioner
Appointment and tenure of Commissioner	95.6 (1) The Governor in Council may appoint a person to be known as the Commissioner of Corrections to hold office during pleasure for a term of not more than five years, which term may be renewed for one or more further terms of not more than five years each.
Eligibility for appointment	(2) A person is eligible to be appointed as Commissioner or to continue in that office only if that person is a Canadian citizen ordinarily resident in Canada or a permanent resident as defined in subsection 2(1) of the Immigration Act.
Role and responsibilitie s of Commissioner	(3) The Commissioner, under the direction of the Board, is the chief administrative officer of the Service and is responsible for the day-to-day management of the Service and for carrying out the orders of the Board.
Delegation	(4) Except as otherwise provided by subsection 3(3) or by regulations made under paragraph 96(b), the Commissioner may authorize any person, subject to any terms and conditions that the Commissioner may specify, to exercise or perform on behalf of the Commissioner any power, duty or function of the Commissioner under this Act.
Commissioner to keep Board informed	(5) The Commissioner shall keep the Board informed of any matter that could affect public policy or that could materially affect public finances, and any other matter that the Board considers necessary.
Commissioner to comply	(6) For greater certainty, the Commissioner shall comply with orders of the Board.
Absence, incapacity or vacancy	(7) In the event of the absence or incapacity of the Commissioner or a vacancy in that office, the Minister may appoint an employee of the Service to exercise the powers and perform the duties and functions of the Commissioner, but no employee may be so appointed for a term of more than sixty days without the approval of the Governor in Council.
Full-time office	(8) The Commissioner shall carry out the duties and functions of the office on a full-time basis.
Remunera- tion of Commissioner	(9) The Service shall pay the Commissioner remuneration at the rate fixed by the Governor in Council.
Expenses	(10) The Commissioner is entitled to be paid reasonable travel and living expenses incurred in the course of performing duties while absent from the Commissioner's ordinary place of work.
Accident compensation	(11) For the purposes of the Government Employees Compensation Act and any regulation made under section 9 of the Aeronautics Act, the Commissioner is deemed to be an employee in the public service of Canada.
	Directors
Appointment and tenure of directors	95.7 (1) Each director, other than the Chairperson and the Commissioner, shall be appointed by the Governor in Council to hold office during pleasure for any term of not more than three years that will ensure, as far as possible, the expiry in any one year of the terms of office of not more than one half of the directors.
Qualifica- tions of directors	(2) The directors shall be persons who, in the opinion of the Governor in Council, have the experience and the capacity required for discharging their functions.
Eligibility for appointment	(3) A person is eligible to be appointed as a director or to continue in that office only if that person is a Canadian citizen ordinarily resident in Canada or a permanent resident as defined in subsection 2(1) of the Immigration Act.
Persons not eligible for appointment	(4) No person may be appointed or continue as a director of the Board who
	(a) is not a Canadian citizen or a permanent resident as defined in subsection 2(1) of the Immigration Act;
	(b) is a member of the Senate or House of Commons or a member of a provincial or territorial legislature; or
	(c) is employed on a full-time or part-time basis in the public service of Canada or of a province or territory.
Limitation	(5) Paragraph (4)(c) does not apply to the Commissioner.
Renewal of term	(6) The Governor in Council may renew the term of office of a director, other than the Chairperson or the Commissioner, for a maximum of two further terms of not more than three years each.
Continuation in office	(7) If a director, other than the Chairperson or the Commissioner, is not appointed to take office on the expiry of the term of an incumbent director, the incumbent director may continue in office until a successor is appointed.
Full-time or part-time office	95.8 (1) All directors except the Chairperson and Commissioner shall carry out the duties and functions of their office on a full-time or part-time basis.
Directors' fees	(2) The Service shall pay the directors, other than the Commissioner, the fees fixed by the Governor in Council for the performance of their duties, including attendance at meetings of the Board or of any committee of directors.
Expenses	(3) The directors, other than the Commissioner, are entitled to be paid reasonable travel and living expenses incurred by them in the course of performing their duties while absent from their ordinary place of work or residence.
Accident compensation	(4) For the purposes of the Government Employees Compensation Act and any regulation made under section 9 of the Aeronautics Act, the directors are deemed to be employees in the public service of Canada.
	Chairperson
Appointment and tenure of Chairperson	95.9 (1) The Chairperson of the Board shall be appointed by the Governor in Council to hold office during pleasure for a term of not more than five years, which term may be renewed for one further term of not more than five years.
Absence, incapacity or vacancy	(2) In the event of the absence or incapacity of the Chairperson or a vacancy in that office, the Minister may appoint another director to exercise the powers and perform the duties and functions of the Chairperson, but no director may be so appointed for a term of more than sixty days without the approval of the Governor in Council.
Full-time office	(3) The Chairperson shall carry out the duties and functions of the office on a full-time basis.
Fees, expenses and accident compensation	(4) The Service shall pay the fees and expenses of the Chairperson as a director in accordance with the provisions of subsections 95.8(2) and (3) and the Chairperson is entitled to accident compensation as a director in accordance with the provisions of subsection 95.8(4).
Powers, duties and functions of Chairperson	(5) The Chairperson shall preside at meetings of the Board and exercise any powers and perform any duties and functions that are assigned by the Board.
	MANAGEMENT AND DIRECTION OF THE SERVICE
	Responsibilities of the Board
Rules	95.10 (1) Subject to this Part and the regulations, the Board may make rules
	(a) for the management of the Service;
	(b) for the matters described in section 4;
	(c) for the fulfilment of its responsibilities under this Part and for the conduct of its affairs; and
	(d) generally for carrying out the purposes and provisions of this Part and the regulations.
Board's Directives	(2) The Board may designate as Service Directives any or all rules made under subsection (1).
Accessibility	(3) The Service's Directives shall be accessible to offenders, staff members and the public.
Advisory role	95.11 The Board may advise the Minister on matters that relate to the general administration and enforcement of this Act or other matters that fall under its authority.
Board to keep Minister informed	95.12 The Board shall keep the Minister informed of any matter that could affect public policy or that could materially affect public finances, and any other matter that the Minister considers necessary.
Support to Minister	95.13 The Board shall assist and advise the Minister in the exercise of the Minister's powers and in the performance of the Minister's duties and functions under this Act and in the carrying out of the Minister's duties as a minister of the Crown.
Consultation with departments	95.14 The Board shall consult with any federal department or agency on matters that could have a significant impact on the Service.
	Duties and Indemnification of Directors
Duty of care	95.15 (1) Every director of the Board, in exercising their powers and performing their duties and functions, shall
	(a) act honestly and in good faith, with a view to the best interests of the Board having regard to its mandate; and
	(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
Reliance on statements	(2) A director is not liable for a breach of duty under subsection (1) if the director relies in good faith on
	(a) the financial statements of the Service represented in a written report by the Auditor General or an employee of the Service who is authorized to issue such a report as fairly reflecting the Service's financial condition; or
	(b) a report of an accountant, lawyer, notary or other professional person whose profession lends credibility to a statement made by them.
Best interests	(3) Compliance with a direction issued by the Minister under section 95.1 is deemed to be in the best interests of the Service.
Disclosure of interest in contract	(4) A director of the Board shall disclose any interest in a material contract or proposed material contract with the Service by writing to the Board or by requesting to have entered in the minutes of a meeting of the Board the nature and extent of the interest, if the director
	(a) is a party to a material contract or proposed material contract with the Service; or
	(b) is a director or officer of, or has a material interest in, any person who is a party to a material contract or proposed material contract with the Service.
Disclosure by director where contract comes before Board	(5) The disclosure required by subsection (1) must be made
	(a) at the meeting of the Board at which the proposed contract is first considered;
	(b) if the director was not then interested in the proposed contract, at the first meeting of the Board after the director becomes interested;
	(c) if the director becomes interested after the contract is made, at the first meeting of the Board after the director becomes interested; or
	(d) if the director was interested in the contract before becoming a director, at the first meeting of the Board after becoming a director.
Disclosure by director of other contracts	(6) If a material contract or proposed material contract is one that in the ordinary course of the business or activity of the Service would not require approval by the Board, a director shall disclose in writing to the Board or request to have entered in the minutes of a meeting of the Board the nature and extent of the director's interest as soon as the director becomes aware of the contract or proposed contract.
Voting on contract	(7) A director referred to in subsection (4) may not vote on any resolution to approve the contract.
Continuing disclosure	(8) For the purposes of this section, a general notice to the Board by a director, declaring that they are a director or officer of or have a material interest in a person and are to be regarded as interested in any contract made with that person, is a sufficient declaration of interest in relation to any contract so made.
Avoidance standards	(9) A material contract between the Service and one or more of its directors or between the Service and another person of which a director of the Board is a director or an officer or in which the director has a material interest, is neither void nor voidable by reason only of that relationship or by reason only that a director with an interest in the contract is present at or is counted to determine the presence of a quorum at a meeting of the Board that authorized the contract, if
	(a) the director disclosed the interest in accordance with subsection (5), (6) or (8); and
	(b) the contract was approved by the Board and it was reasonable and fair to the Service at the time it was approved.
Application to court	(10) If a director of the Board fails to disclose their interest in a material contract in accordance with this section, a court may, on application of the Board or on behalf of the Crown, set aside the contract on any terms that it thinks fit.
Definition of ``court''	(11) In this section, "court" has the same meaning as in subsection 118(2) of the Financial Administration Act.
Power to indemnify	(12) The Board may indemnify a present or former director of the Board and the director's 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 the director in respect of any civil, criminal or administrative action or proceeding to which the director is a party by reason of being or having been a director, if the director
	(a) acted honestly and in good faith, with a view to the best interests of the Service having regard to its mandate; and
	(b) in the case of any criminal or administrative action or proceeding that is enforced by a monetary penalty, believed on reasonable grounds that the director's conduct was lawful.
Payable out of C.R.F.	(13) An amount that is payable in respect of indemnification under this section may be paid out of the Consolidated Revenue Fund.