(a) wilfully alienates or parts with any of the property; or

    (b) wilfully withholds from the bank or authorized foreign bank possession of any of the property if demand for its possession is made by the bank or authorized foreign bank after failure to pay the loan, advance, debt or liability.

Non-complian ce with requirements for sale

(3) If a debt or liability to a bank or authorized foreign bank is secured by a warehouse receipt or bill of lading or security on property given to a bank under section 426 or 427 or to an authorized foreign bank under either of those sections as incorporated by section 555 and is not paid, the bank or authorized foreign bank is guilty of an offence if it sells the property covered by the warehouse receipt, bill of lading or security under the power of sale conferred on it by this Act without complying with the provisions of this Act applicable to the exercise of the power of sale.

Acquisition of warehouse receipts, bills of lading, etc.

(4) Every bank or authorized foreign bank that acquires or holds a warehouse receipt or bill of lading or a document signed and delivered to it giving or purporting to give to the bank security on property under section 426 or 427, or to give the authorized foreign bank security or property under either of those sections as incorporated by section 555, to secure the payment of any debt, liability, loan or advance, is guilty of an offence unless

    (a) the debt, liability, loan or advance is contracted or made at the time of the acquisition by the bank or authorized foreign bank of the warehouse receipt, bill of lading or document;

    (b) the debt, liability, loan or advance was contracted or made on the written promise or agreement that the warehouse receipt, bill of lading or security would be given to the bank or authorized foreign bank; or

    (c) the acquisition or holding by the bank or authorized foreign bank of the warehouse receipt, bill of lading or security is otherwise authorized by an Act of Parliament.

Definitions

(5) For the purposes of this section, the expressions ``warehouse receipt'' and ``bill of lading'' have the meaning assigned to those expressions by section 425.

Punishment

985. (1) Every person who is guilty of an offence under any of sections 980 to 984 is

    (a) in the case of a natural person, liable

      (i) on summary conviction, to a fine of not more than $100,000 or to imprisonment for a term of not more than twelve months, or to both, or

      (ii) on conviction on indictment, to a fine of not more than $500,000 or to imprisonment for a term of not more than five years, or to both; and

    (b) in the case of an entity, liable

      (i) on summary conviction, to a fine of not more than $500,000, or

      (ii) on conviction on indictment, to a fine of not more than $5,000,000.

Order to comply

(2) If a person has been convicted of an offence under this Act, the court may, in addition to any punishment it may otherwise impose, order the person to comply with the provisions of this Act or the regulations in respect of which the person was convicted.

Additional fine

(3) If a person has been convicted of an offence under this Act, the court may, if it is satisfied that as a result of the commission of the offence the convicted person acquired any monetary benefits or that monetary benefits accrued to the convicted person or to the spouse, common-law partner or other dependant of the convicted person, order the convicted person to pay, notwithstanding the maximum amount of any fine that may otherwise be imposed under this Act, an additional fine in an amount equal to the court's estimation of the amount of those monetary benefits.

Liability of officers, directors, etc.

986. If an entity commits an offence under this Act, any officer, director, agent or principal officer of the entity who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and liable on summary conviction or on conviction on indictment to the punishment provided under paragraph 985(1)(a) for the offence, whether or not the entity has been prosecuted or convicted.

Limitation period

987. (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 Commission-
er

(2) A document appearing to have been issued by the Superintendent or the Commissioner, as the case may be, certifying the day on which the subject-matter of any proceedings became known to the Superintendent or the 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.

Effect of offence on contracts

988. Unless otherwise expressly provided in this Act, a contravention of any provision of this Act or the regulations does not invalidate any contract entered into in contravention of the provision.

Compliance or restraining order - bank

989. (1) If a bank or a bank holding company or any director, officer, employee or agent of one 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 bank or bank holding company, the Superintendent, any complainant or any creditor of the bank or bank holding company may, in addition to any other right that that person has, apply to a court for an order directing the bank, bank holding company, director, officer, employee or agent to comply with - or restraining the bank, bank holding 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 - authorized foreign bank

(2) If an authorized foreign bank or any of its directors, officers, employees or agents does not comply with any provision of this Act or the regulations other than a consumer provision, or of an order made under subsection 524(1), 528(1) or 534(1) in respect of the authorized foreign bank, the Superintendent, any complainant or any creditor of the authorized foreign bank may, in addition to any other right that that person has, apply to a court for an order directing the authorized foreign bank, director, officer, employee or agent to comply with - or restraining the authorized foreign bank, 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

(3) If a bank or an authorized foreign bank or any director, officer, employee or agent of one does not comply with any applicable consumer provision, the Commissioner or any complainant may, in addition to any other right that that person has, apply to a court for an order directing the bank, authorized foreign bank, director, officer, employee or agent to comply with - or restraining the bank, authorized foreign bank, 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.

Appeals

990. Any decision or order of a court under this Act may be appealed to the court of appeal.

Recovery and application of fines

991. All fines payable under this Act are recoverable and enforceable, with costs, at the suit of Her Majesty in right of Canada, instituted by the Attorney General of Canada, and, when recovered, belong to Her Majesty in right of Canada.

184. Schedules I and II to the Act are replaced by Schedules I and II set out in Schedule 2 to this Act.

R.S., c. B-2

Bank of Canada Act

185. The definition ``notes'' in section 2 of the Bank of Canada Act is replaced by the following:

``notes''
« billets »

``notes'' means notes intended for circulation in Canada.

186. Subsection 5(2) of the English version of the Act is replaced by the following:

Deputy Minister of Finance to be member of Board

(2) In addition to the members of the Board as constituted by subsection (1), the Deputy Minister of Finance or, if he or she is absent or unable to act or the office is vacant, such other officer of the Department of Finance as the Minister may nominate, is a member of the Board but does not have the right to vote.

1997, c. 15, s. 94

187. Paragraph 6(4)(d) of the Act is replaced by the following:

    (d) except as authorized by or under any Act of Parliament, is a director, partner, officer, employee or shareholder of

      (i) a member of the Canadian Payments Association,

      (ii) a clearing house or participant, as defined in section 2 of the Payment Clearing and Settlement Act,

      (iii) an investment dealer that acts as a primary distributor of new Government of Canada securities, or

      (iv) an institution that controls or is controlled by an institution referred to in any of subparagraphs (i) to (iii); or

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

Absence, etc., of Governor and Deputy

(3) The Board may authorize one of the directors or one of the persons appointed under section 7 to act as the Governor in the event that the Governor and Deputy Governor are absent or unable to act or the offices are vacant, but no such person has authority to act as Governor for a period exceeding one month without the approval of the Governor in Council.

189. (1) Subsection 9(1) of the Act is replaced by the following:

Directors

9. (1) The Minister, with the approval of the Governor in Council, shall appoint directors to hold office, during good behaviour, subject to removal by the Governor in Council at any time for cause, to replace the directors whose terms of office have expired. The term of a director begins on the day he or she is appointed and ends immediately before March 1 of the year that is three years after the year in which the term of office of the director's predecessor expired.

Continuation in office

(1.1) If, on the expiry of a director's term of office, no new director is appointed, the director whose term of office expired may continue in office until a director is appointed under subsection (1).

(2) Subsection 9(2) of the English version of the Act is replaced by the following:

Vacancy

(2) If a person ceases to be a director during the term for which he or she was appointed, the Minister shall, with the approval of the Governor in Council, appoint a qualified person to hold office for the remainder of the term.

1992, c. 1, s. 142(1)(Sch. V, item 5(2)(E)); 1997, c. 15, s. 95; 1999, c. 28, s. 94

190. (1) Subsection 10(2) of the Act is replaced by the following:

Ineligible persons

(2) No person is eligible to be appointed or to continue as a director if the person is a director, a partner, an officer or an employee of any of the following institutions:

    (a) a direct clearer as defined in the by-laws of the Canadian Payments Association;

    (b) a clearing house of a clearing and settlement system designated under subsection 4(1) of the Payment Clearing and Settlement Act;

    (c) a participant in the Large Value Transfer System, or its successor, operated by the Canadian Payments Association;

    (d) an investment dealer that acts as a distributor of new Government of Canada securities; or

    (e) an institution that controls, or is controlled by, an institution referred to in any of paragraphs (a) to (d).

(2) Subsection 10(5) of the Act is repealed.

191. The Act is amended by adding the following after section 10:

Disclosure of conflict

10.1 (1) A director shall disclose to the Bank, in writing or by requesting to have it entered in the minutes of a meeting of the Board, the nature and extent of the director's interest if the director

    (a) is a party to a material contract or transaction, or proposed material contract or transaction, with the Bank;

    (b) is a director or an officer of, or has a material interest in, any person who is a party to a material contract or transaction, or proposed material contract or transaction, with the Bank;

    (c) is or is likely to be materially affected by any action taken or proposed to be taken by the Bank or the Governor under the Payment Clearing and Settlement Act; or

    (d) is a director or an officer of, or has a material interest in, any person who is or is likely to be materially affected by any action taken or proposed to be taken by the Bank or the Governor under the Payment Clearing and Settlement Act.

Time of disclosure

(2) The disclosure shall be made as soon as the director becomes aware of the contract, transaction or action.

Restriction on voting

(3) A director who is required to make a disclosure shall not vote on any resolution to approve the contract, transaction or action, unless it relates to directors' fees.

Continuing disclosure

(4) For the purpose of this section, a general notice to the Board by a director, declaring that he or she is a director or officer of or has a material interest in a person, and that he or she is to be regarded as interested in a contract or transaction entered into with that person or an action that affects that person, is a sufficient declaration of interest in relation to a contract or transaction with that person or action that affects that person.

192. Section 12 of the English version of the Act is replaced by the following:

Chair

12. The Governor is Chair of the Board of Directors.

1997, c. 15, s. 97

193. Section 16 of the Act is replaced by the following:

Oath of directors and staff

16. Before a person starts to act as a director, an officer or an employee of the Bank, he or she shall take an oath, or make a solemn affirmation, of fidelity and secrecy, in the form set out in the schedule, before a commissioner for taking affidavits.

194. (1) Paragraphs 18(d) and (e) of the Act are replaced by the following:

    (d) buy and sell securities issued or guaranteed by the Government of the United States of America or Japan or the government of a country in the European Union;

1997, c. 15, s. 98(1); 1999, c. 28, s. 95(2)

(2) Paragraphs 18(g.1) to (i) of the Act are replaced by the following:

    (g.1) if the Governor is of the opinion that there is a severe and unusual stress on a financial market or financial system, buy and sell any other securities, treasury bills, obligations, bills of exchange or promissory notes, to the extent determined necessary by the Governor for the purpose of promoting the stability of the Canadian financial system;

    (h) make loans or advances for periods not exceeding six months to members of the Canadian Payments Association on taking security in any property that the institution to which the loan or advance is made is authorized to hold;

    (i) make loans or advances for periods not exceeding six months to the Government of Canada or the government of a province on taking security in readily marketable securities issued or guaranteed by Canada or any province;

1997, c. 15, s. 99; 1999, c. 28, s. 96

195. Sections 19 and 20 of the Act are replaced by the following:

Publication

19. If the Bank takes any action under paragraph 18(g.1), the Bank shall cause a notice to be published in the Canada Gazette that the Governor has formed an opinion that there is a severe and unusual stress on a financial market or financial system. The notice is to be published as soon as the Governor is of the opinion that its publication will not materially contribute to the stress to which the notice relates.

Acquisition of collateral securities

20. The Bank may

    (a) acquire from any bank or authorized foreign bank that is not subject to the restrictions and requirements referred to in subsection 524(2) of the Bank Act and hold any property held by the bank or authorized foreign bank as security under Part VIII of the Bank Act; and

    (b) exercise every right and remedy in respect of any security acquired under paragraph (a) that could have been exercised by the bank or authorized foreign bank.

1999, c. 28, s. 97(1)

196. The definition ``federal financial institution'' in subsection 22(5) of the Act is replaced by the following:

``federal financial institution''
« institution financière fédérale »

``federal financial institution'' means a bank, an authorized foreign bank, a company to which the Trust and Loan Companies Act applies or an association to which the Cooperative Credit Associations Act applies;

197. Subsection 24(3) of the English version of the Act is replaced by the following:

Canadian Government cheques to be paid or negotiated at par

(3) The Bank shall not make any charge for cashing or negotiating a cheque drawn on the Receiver General or on the account of the Receiver General, or for cashing or negotiating any other instrument issued as authority for the payment of money out of the Consolidated Revenue Fund, or on a cheque drawn in favour of the Government of Canada or any of its departments and tendered for deposit in the Consolidated Revenue Fund.