| Exception for
holding body
corporate
|
(4) Subject to subsection (5), a holding body
corporate of an association is not a related
party of the association.
|
|
| Holding body
corporate of a
retail
association
|
(5) Unless the regulations provide
otherwise, a holding body corporate of a retail
association is a related party of the retail
association.
|
|
| Substantial
investment -
related party
exception
|
(6) If a holding body corporate of an
association is, because of subsection (4), not
a related party of the association, any entity in
which the holding body corporate has a
substantial investment is not a related party of
the association if no related party of the
association has a substantial investment in the
entity otherwise than through the control of
the holding body corporate.
|
|
|
|
317. Section 418 of the Act is amended by
adding the following after subsection (3):
|
|
| Asset
transactions in
restructuring
|
(3.1) Despite any of the provisions of
subsections (1) and (2), an association may
acquire any assets from, or dispose of any
assets to, a related party of the association as
part of, or in the course of, a restructuring, if
the acquisition or disposition has been
approved in writing by the Superintendent.
|
|
|
|
318. (1) Subsection 419(1) of the Act is
amended by adding the following after
paragraph (a):
|
|
|
|
(a.1) in the case of a retail association,
involves, subject to subsection (4), the
provision of services, other than loans or
guarantees, normally provided to the public
by the association in the ordinary course of
business;
|
|
|
|
(2) Section 419 of the Act is amended by
adding the following after subsection (3):
|
|
| Loans or
guarantees not
included
|
(4) The provision of services, for the
purposes of paragraph (1)(a.1), does not
include the making of loans or guarantees.
|
|
| 1997, c. 15,
s. 153(1);
2000, c. 12,
par. 86(b)
|
319. (1) Subparagraphs 420(1)(a)(i) and
(ii) of the English version of the Act are
replaced by the following:
|
|
|
|
(i) a director or senior officer of the
association or of an entity that controls
the association , or
|
|
|
|
(ii) the spouse or common-law partner, or
a child who is less than eighteen years of
age, of a director or senior officer of the
association or of an entity that controls
the association .
|
|
| 1997, c. 15,
s. 153(1);
2000, c. 12,
par. 86(c)
|
(2) Subparagraphs 420(1)(b)(i) and (ii) of
the English version of the Act are replaced
by the following:
|
|
|
|
(i) a director or senior officer of the
association or of an entity that controls
the association , or
|
|
|
|
(ii) the spouse or common-law partner, or
a child who is less than eighteen years of
age, of a director or senior officer of the
association or of an entity that controls
the association .
|
|
| 1997, c. 15,
s. 153(2)
|
(3) Subsection 420(2) of the Act is
replaced by the following:
|
|
| Loans to
full-time
senior officers
|
(2) An association may, with respect to a
related party of the association referred to in
subsection (1) who is a full-time senior officer
of the association, make, take an assignment
of or otherwise acquire a loan to the related
party only if the aggregate principal amount of
all outstanding loans to the related party that
are held by the association and its subsidiaries,
together with the principal amount of the
proposed loan, does not exceed the greater of
twice the annual salary of the related party and
$100,000 .
|
|
| 1997, c. 15,
s. 153(3)
|
(4) Subsection 420(5) of the Act is
replaced by the following:
|
|
| Preferred
terms - loan
to spouse or
common-law
partner of
senior officer
|
(4.1) Despite section 425, an association
may make a loan referred to in paragraph
415(b) to the spouse or common-law partner
of a senior officer of the association on terms
and conditions more favourable than market
terms and conditions, as defined in subsection
425(2), by the association if those terms and
conditions have been approved by the conduct
review committee of the association.
|
|
| Preferred
terms - other
financial
services
|
(5) Despite section 425, an association may
offer financial services, other than loans or
guarantees, to a senior officer of the
association, or to the spouse or common-law
partner, or to a child who is less than eighteen
years of age, of a senior officer of the
association , on terms and conditions more
favourable than market terms and conditions,
as defined in subsection 425(2), if
|
|
|
|
(a) the financial services are offered by the
association to employees of the association
on those favourable terms and conditions;
and
|
|
|
|
(b) the conduct review committee of the
association has approved the practice of
making those financial services available
on those favourable terms and conditions to
senior officers of the association or to the
spouses or the common-law partners, or to
the children under eighteen years of age, of
senior officers of the association.
|
|
| 1997, c. 15,
s. 155
|
320. Section 422 of the Act is replaced by
the following:
|
|
| Margin loans
|
422. The Superintendent may establish
terms and conditions with respect to the
making by an association of margin loans to a
director or senior officer of the association.
|
|
|
|
321. Subsection 425(2) of the Act is
replaced the following:
|
|
| Meaning of
``market terms
and
conditions''
|
(2) For the purposes of subsection (1),
``market terms and conditions'' means
|
|
|
|
(a) in respect of a service or a loan facility
or a deposit facility offered to the public by
the association in the ordinary course of
business, terms and conditions that are no
more or less favourable than those offered
to the public by the association in the
ordinary course of business; and
|
|
|
|
(b) in respect of any other transaction,
|
|
|
|
(i) terms and conditions, including those
relating to price, rent or interest rate, that
might reasonably be expected to apply in
a similar transaction in an open market
under conditions requisite to a fair
transaction between parties who are at
arm's length and who are acting
prudently, knowledgeab ly and willingly,
or
|
|
|
|
(ii) if the transaction is one that would not
reasonably be expected to occur in an
open market between parties who are at
arm's length, terms and conditions,
including those relating to price, rent or
interest rate, that would reasonably be
expected to provide the association with
fair value, having regard to all the
circumstances of the transaction, and that
would be consistent with the parties to
the transaction acting prudently,
knowledgeably and willingly.
|
|
|
|
322. Section 430 of the Act is replaced by
the following:
|
|
| Voidable
contracts
|
430. (1) If an association enters into a
transaction that it is prohibited from entering
into by this Part, the association or the
Superintendent may apply to a court for an
order setting aside the transaction or for any
other appropriate remedy, including an order
directing that the related party of the
association involved in the transaction
account to the association for any profit or
gain realized or that any director or senior
officer of the association who authorized the
transaction compensate the association for
any loss or damage incurred by the
association.
|
|
| Time limit
|
(2) An application under subsection (1) in
respect of a particular transaction may only be
made within the period of three months
following the day the notice referred to in
section 429 in respect of the transaction is
given to the Superintendent or, if no such
notice is given, the day the Superintendent
becomes aware of the transaction.
|
|
| Certificate
|
(3) For the purposes of subsection (2), a
document purporting to have been issued by
the Superintendent, certifying the day on
which the Superintendent became aware of
the transaction, shall, in the absence of
evidence to the contrary, be received in
evidence as conclusive proof of that fact
without proof of the signature or of the official
character of the person appearing to have
signed the document and without further
proof.
|
|
|
|
323. The title of Part XIII of the Act is
replaced by the following:
|
|
|
|
|
|
|
|
324. The Act is amended by adding the
following after section 431:
|
|
| Report of
unclaimed
deposits
|
431.1 (1) A retail association shall, within
sixty days after the end of each calendar year,
provide the Superintendent with a return, in
the form that the Superintendent may
determine, as of the end of that calendar year,
in respect of all deposits made with the
association in Canada in Canadian currency
for which no transaction has taken place and
no statement of account has been requested or
acknowledged by the depositors during a
period of nine years or more.
|
|
| Period
|
(2) The period referred to in subsection (1)
shall be calculated
|
|
|
|
(a) in the case of a deposit made for a fixed
period, from the day on which the fixed
period terminated, and
|
|
|
|
(b) in the case of any other deposit, from the
day on which the last transaction took place
or a statement of account was last requested
or acknowledged by the depositor,
whichever is later,
|
|
|
|
until the date of the return under that
subsection.
|
|
| Content of
return
|
(3) A return made under subsection (1) must
show, insofar as is known to the association,
|
|
|
|
(a) the name of each depositor in whose
name each deposit is held;
|
|
|
|
(b) the recorded address of each such
depositor;
|
|
|
|
(c) the outstanding amount of each deposit;
and
|
|
|
|
(d) the branch of the association at which
the last transaction took place in respect of
the deposit, and the date of that transaction.
|
|
| Amounts
under one
hundred
dollars
|
(4) If the total outstanding amount of
deposits in the name of a depositor is less than
one hundred dollars, the association may omit
the particulars in respect thereof required by
subsection (3) from the return required by
subsection (1).
|
|
| Return on
unclaimed
bills of
exchange
|
431.2 (1) A retail association shall, within
sixty days after the end of each calendar year,
provide the Superintendent with a return, in
the form that the Superintendent may
determine, as of the end of that calendar year,
in respect of all negotiable instruments
(including instruments drawn by one branch
of the association on another branch of the
association but not including instruments
issued in payment of a dividend on the capital
of the association) payable in Canada in
Canadian currency that have been issued,
certified or accepted by the association at
branches of the association in Canada and for
which no payment has been made for a period
of nine years or more calculated from the date
of issue, certification, acceptance or maturity,
whichever is the latest, until the date of the
return.
|
|
| Content of
return
|
(2) A return made under subsection (1) must
show, insofar as is known to the association,
|
|
|
|
(a) the name of each person to whom or at
whose request each instrument was issued,
certified or accepted;
|
|
|
|
(b) the recorded address of each such
person;
|
|
|
|
(c) the name of the payee of each
instrument;
|
|
|
|
(d) the amount and date of each instrument;
|
|
|
|
(e) the name of the place where each
instrument was payable; and
|
|
|
|
(f) the branch of the association at which
each instrument was issued, certified or
accepted.
|
|
| Amounts
under one
hundred
dollars
|
(3) If the amount of an instrument in respect
of which subsection (1) applies is less than one
hundred dollars, the association may omit the
particulars in respect thereof required by
subsection (2) from the return required by
subsection (1).
|
|
| Money orders
|
(4) A retail association may omit from a
return required by subsection (1) the
particulars required by subsection (2) in
respect of any money order in respect of which
subsection (1) applies.
|
|
| Total to be
reported
|
431.3 If a retail association, under
subsection 431.1(4) or 431.2(3) or (4), omits
from a return required by subsection 431.1(1)
or 431.2(1) the particulars of any deposit or
instrument, the total of the amounts of all
deposits or instruments that have been so
omitted must be reported in the return.
|
|
|
|
325. Sections 433 and 434 of the Act are
replaced by the following:
|
|
| Copy of
by-laws
|
433. An association shall send to the
Superintendent within thirty days after the
coming into effect of a by-law or an
amendment to a by-law, a copy of the by-law
or amendment.
|
|
| Register of
associations
|
434. (1) The Superintendent shall, in
respect of each association, cause a register to
be maintained containing a copy of
|
|
|
|
(a) the incorporating instrument of the
association; and
|
|
|
|
(b) the information referred to in
paragraphs 432(1)(a) and (c) to (g)
contained in the latest return sent to the
Superintendent under section 432.
|
|
| Form
|
(2) The register may be maintained in
|
|
|
|
(a) a bound or loose-leaf form or in a
photographic film form; or
|
|
|
|
(b) a system of mechanical or electronic
data processing or any other information
storage device that is capable of
reproducing any required information in
intelligible written form within a
reasonable time.
|
|
| Access
|
(3) Persons are entitled to reasonable access
to the register and may make copies of or take
extracts from the information in it.
|
|
| Evidence
|
(4) A statement containing information in
the register and purporting to be certified by
the Superintendent is admissible in evidence
in all courts as proof, in the absence of
evidence to the contrary, of the facts stated in
the statement without proof of the
appointment or signature of the
Superintendent.
|
|
|
|
326. (1) Subsection 435(1) of the Act is
replaced by the following:
|
|
| Confidential
information
|
435. (1) Subject to section 436, all
information regarding the business or affairs
of an association, or regarding a person
dealing with an association , that is obtained
by the Superintendent, or by any person acting
under the direction of the Superintendent, as
a result of the administration or enforcement
of any Act of Parliament, and all information
prepared from that information , is
confidential and shall be treated accordingly.
|
|
|
|
(2) Subsection 435(2) of the Act is
amended by striking out the word ``and'' at
the end of paragraph (a.1) and by adding
the following after paragraph (a.1):
|
|
|
|
(a.2) to the Canada Deposit Insurance
Corporation for purposes related to its
operation, and
|
|
|
|
327. The Act is amended by adding the
following after section 435.1:
|
|
| Publication
|
435.2 The Superintendent shall cause to be
published in the Canada Gazette the
information contained in each of the returns
made under sections 431.1 and 431.2 within
sixty days after the expiration of the time
provided by this Act for providing the return.
|
|
| 1996, c. 6,
s. 57
|
328. Section 436.3 of the Act is replaced
by the following:
|
|
| Report
respecting
disclosure
|
436.3 The Superintendent shall prepare a
report, to be included in the report referred to
in section 40 of the Office of the
Superintendent of Financial Institutions Act,
respecting the disclosure of information by
associations and describing the state of
progress made in enhancing the disclosure of
information in the financial services industry.
|
|
|
|
329. Subsection 437(1) of the Act is
replaced by the following:
|
|
| Examination
of
associations
|
437. (1) The Superintendent, from time to
time, but at least once in each calendar year,
shall make or cause to be made any
examination and inquiry into the business and
affairs of each association that the
Superintendent considers to be necessary or
expedient to determine whether the
association is complying with the provisions
of this Act and whether the association is in a
sound financial condition and, after the
conclusion of each examination and inquiry,
shall report on it to the Minister.
|
|
|
|
330. The Act is amended by adding the
following after the heading ``Remedial
Powers'' after section 438:
|
|
|
|
Prudential Agreements
|
|
| Prudential
agreement
|
438.1 The Superintendent may enter into an
agreement, called a ``prudential agreement'',
with an association for the purposes of
implementing any measure designed to
maintain or improve its safety and soundness.
|
|
|
|
331. Subsection 441(1) of the Act is
replaced by the following:
|
|
| Court
enforcement
|
441. (1) Where an association or person
|
|
|
|
(a) is contravening or has failed to comply
with a prudential agreement entered into
under section 438.1 or a direction of the
Superintendent issued to the association or
person pursuant to subsection 439(1) or (3),
|
|