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86. The Act is amended by adding the
following after section 229:
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Court
enforcement
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229.1 (1) If a bank or any director, officer,
employee or agent of a bank is contravening
or has failed to comply with any term or
condition made in respect of the issuance of
letters patent of amalgamation, the Minister
may, in addition to any other action that may
be taken under this Act, apply to a court for an
order directing the bank or the director,
officer, employee or agent to comply with the
term or condition, cease the contravention or
do any thing that is required to be done, and on
the application the court may so order and
make any other order it thinks fit.
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Appeal
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(2) An appeal from an order of a court under
this section lies in the same manner as, and to
the same court to which, an appeal may be
taken from any other order of the court.
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1999, c. 28,
s. 14
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87. Subsection 230(1) of the Act is
amended by adding the word ``and'' at the
end of paragraph (g) and by repealing
paragraph (h).
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88. (1) Section 239 of the Act is amended
by adding the following after subsection (5):
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Electronic
access
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(5.1) A bank may make the information
contained in records referred to in subsection
238(1) available to persons by any system of
mechanical or electronic data processing or
any other information storage device that is
capable of reproducing the records in
intelligible written form within a reasonable
time.
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(2) Subsection 239(6) of the French
version of the Act is replaced by the
following:
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Exemplaires
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(6) Les actionnaires peuvent sur demande et
sans frais, une fois par année civile, obtenir un
exemplaire des règlements administratifs de
la banque.
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89. Subsection 245(1) of the Act is
replaced by the following:
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Location and
processing of
information
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245. (1) Subject to subsection (3), a bank
shall maintain and process in Canada any
information or data relating to the preparation
and maintenance of the records referred to in
section 238 unless the Superintendent has,
subject to any terms and conditions that the
Superintendent considers appropriate,
exempted the bank from the application of this
section.
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90. Subsection 248(3) of the Act is
replaced by the following:
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Application of
certain
provisions
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(3) Subsections 239(5) and (5.1) and
sections 240 and 242 to 245 apply, with any
modifications that the circumstances require,
in respect of a central securities register.
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91. Section 307 of the Act is replaced by
the following:
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Financial year
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307. (1) The financial year of a bank ends,
at the election of the bank in its by-laws , on
the expiration of the thirty-first day of October
or the thirty-first day of December in each
year.
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First financial
year
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(2) If a bank, after the first day of July in any
year, obtains an order approving the
commencement and carrying on of business,
the first financial year of the bank ends, at the
election of the bank in its by-laws , on the
expiration of the thirty-first day of October or
the thirty-first day of December in the next
calendar year.
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Exception
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(3) Despite subsection (1), the financial
year of a bank named in Schedule I as that
Schedule read immediately before the day
section 184 of the Financial Consumer
Agency of Canada Act comes into force ends
on the expiration of the thirty-first day of
October in each year unless the bank elects in
its by-laws to have its financial year end on the
thirty-first day of December in each year.
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92. (1) The portion of paragraph
308(3)(a) of the Act before subparagraph (i)
is replaced by the following:
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(2) Section 308 of the Act is amended by
adding the following after subsection (4):
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Regulations
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(5) The Governor in Council may make
regulations respecting subsidiaries that are not
required to be listed for the purposes of
paragraph (3)(a).
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1997, c. 15,
s. 35
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93. Section 312 of the Act is replaced by
the following:
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Copy to
Superinten- dent
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312. (1) Subject to subsection (2) , a bank
shall send to the Superintendent a copy of the
documents referred to in subsections 308(1)
and (3) not later than twenty-one days before
the date of each annual meeting of
shareholders of the bank.
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Later filing
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(2) If a bank's shareholders sign a
resolution under paragraph 152(1)(b) in lieu
of an annual meeting, the bank shall send a
copy of the documents referred to in
subsections 308(1) and (3) to the
Superintendent not later than thirty days after
the signing of the resolution.
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94. (1) Subsection 315(3) of the Act is
replaced by the following:
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Notice of
designation
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(3) Within fifteen days after appointing a
firm of accountants as auditor of a bank, the
bank and the firm of accountants shall jointly
designate a member of the firm who has the
qualifications described in subsection (1) to
conduct the audit of the bank on behalf of the
firm and the bank shall forthwith notify the
Superintendent in writing of the designation.
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(2) Subsection 315(4) of the French
version of the Act is replaced by the
following:
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Remplace- ment d'un membre désigné
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(4) Si, pour une raison quelconque, le
membre désigné cesse de remplir ses
fonctions, la banque et le cabinet de
comptables peuvent désigner conjointement
un autre membre qui remplit les conditions du
paragraphe (1); la banque en avise sans délai
par écrit le surintendant.
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95. Subsection 369(2) of the Act is
replaced by the following:
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Priority not
affected
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(2) Nothing in subsection (1) prejudices or
affects the priority of any holder of any
security interest in any property of a bank.
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96. (1) The definitions ``eligible Canadian
financial institution'' and ``eligible foreign
institution'' in subsection 370(1) of the Act
are replaced by the following:
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``eligible
Canadian
financial
institution'' « institution financière canadienne admissible »
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``eligible Canadian financial institution''
means a Canadian financial institution that
is a body corporate and that is widely held;
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``eligible
foreign
institution'' « institution étrangère admissible »
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``eligible foreign institution'' means
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1991, c. 48,
par. 494(b)
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(2) Subsections 370(2) to (4) of the Act are
repealed.
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97. Subsection 371(1) of the Act is
replaced by the following:
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Associates
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371. (1) For the purpose of determining
ownership of a bank, where two persons who
each beneficially own shares of a bank are
associated with each other, those persons are
deemed to be a single person who beneficially
owns the aggregate number of shares of the
bank beneficially owned by them.
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1991, c. 46,
s. 578; 1991,
c. 48, par.
494(c); 1994,
c. 47, ss. 17 to
21; 1997, c.
15, ss. 36 to
41; 1999, c.
28, ss. 18 to
20
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98. Sections 372 to 400 of the Act are
replaced by the following:
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Constraints on Ownership
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Significant
interest
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372. Except as permitted by this Part, no
person shall have a significant interest in any
class of shares of a bank.
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Acquisition of
significant
interest
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373. (1) Subject to this Part, no person, or
entity controlled by a person, shall, without
the approval of the Minister, purchase or
otherwise acquire any share of a bank or
purchase or otherwise acquire control of any
entity that holds any share of a bank if
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Amalgama- tion, etc., constitutes acquisition
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(2) If, as a result of an amalgamation,
merger or reorganization, the entity that
results would have a significant interest in a
class of shares of a bank, that entity is deemed
to be acquiring a significant interest in that
class of shares of the bank through an
acquisition for which the approval of the
Minister is required.
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Limitations on
share holdings
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374. (1) No person may be a major
shareholder of a bank with equity of five
billion dollars or more.
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Exception -
widely held
bank
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(2) Subsection (1) does not apply to a
widely held bank that controls, within the
meaning of paragraphs 3(1)(a) and (d), the
bank with equity of five billion dollars or more
if it controlled, within the meaning of those
paragraphs, the bank on the day the bank's
equity reached five billion dollars and it has
controlled, within the meaning of those
paragraphs, the bank since that day.
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Exception -
widely held
bank holding
company
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(3) Subsection (1) does not apply to a
widely held bank holding company that
controls, within the meaning of paragraphs
3(1)(a) and (d), the bank with equity of five
billion dollars or more if
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Exception -
insurance
holding
companies
and certain
institutions
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(4) Subsection (1) does not apply to any of
the following that controls, within the
meaning of paragraph 3(1)(d), the bank with
equity of five billion dollars or more if it
controlled, within the meaning of that
paragraph, the bank on the day the bank's
equity reached five billion dollars and it has
controlled, within the meaning of that
paragraph, the bank since that day:
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Exception -
other entities
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(5) Subsection (1) does not apply to an
entity that controls, within the meaning of
paragraphs 3(1)(a) and (d), the bank with
equity of five billion dollars or more if the
entity is controlled, within the meaning of
those paragraphs, by a widely held bank to
which subsection (2) applies, or a widely held
bank holding company to which subsection
(3) applies, that controls the bank.
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Exception -
other entities
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(6) Subsection (1) does not apply to an
entity that controls, within the meaning of
paragraph 3(1)(d), the bank with equity of five
billion dollars or more if the entity is
controlled, within the meaning of that
paragraph, by
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Exception
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374.1 (1) Despite section 374, if a bank with
equity of five billion dollars or more was
formed as the result of an amalgamation, a
person who is a major shareholder of the bank
on the effective date of the letters patent of
amalgamation shall do all things necessary to
ensure that the person is no longer a major
shareholder of the bank on the day that is one
year after that day or on the day that is after
any shorter period specified by the Minister.
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Exception -
widely held
banks and
bank holding
companies
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(2) Subsection (1) does not apply to a
widely held bank or a widely held bank
holding company that controlled, within the
meaning of paragraphs 3(1)(a) and (d), one of
the applicants for the letters patent of
amalgamation and that has controlled, within
the meaning of those paragraphs, the
amalgamated bank since the effective date of
those letters patent.
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Exception -
insurance
holding
companies
and certain
institutions
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(3) Subsection (1) does not apply to any of
the following that controlled, within the
meaning of paragraph 3(1)(d), one of the
applicants for the letters patent of
amalgamation if it has controlled, within the
meaning of that paragraph, the amalgamated
bank since the effective date of those letters
patent:
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Exception -
other entities
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(4) Subsection (1) does not apply to an
entity that controls, within the meaning of
paragraphs 3(1)(a) and (d), the amalgamated
bank if the entity is controlled, within the
meaning of those paragraphs, by a widely held
bank or widely held bank holding company to
which subsection (2) applies that controls the
amalgamated bank.
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Exception -
other entities
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(5) Subsection (1) does not apply to an
entity that controls, within the meaning of
paragraph 3(1)(d), the amalgamated bank if
the entity is controlled, within the meaning of
that paragraph, by any of the following:
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Extension
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(6) If general market conditions so warrant
and the Minister is satisfied that the person has
used the person's best efforts to be in
compliance with subsection (1) on the
required day, the Minister may specify a later
day as the day from and after which the person
must comply with that subsection.
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Limitation on
share holdings
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375. (1) If a person is a major shareholder
of a bank with equity of less than five billion
dollars and the bank's equity reaches five
billion dollars or more, the person shall do all
things necessary to ensure that the person is
not a major shareholder of the bank on the day
that is three years after the day the bank's
equity reached five billion dollars.
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Exception
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(2) Subsection (1) does not apply if any of
subsections 374(2) to (6) applies to the person
in respect of the bank.
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Extension
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(3) If general market conditions so warrant
and the Minister is satisfied that the person has
used the person's best efforts to be in
compliance with subsection (1) on the
required day, the Minister may specify a later
day as the day from and after which the person
must comply with that subsection.
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Obligation of
widely held
bank
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376. (1) If a widely held bank with equity of
five billion dollars or more controls another
bank and a person becomes a major
shareholder of the other bank or of any entity
that also controls the other bank, the widely
held bank must do all things necessary to
ensure that, on the day that is one year after the
person became a major shareholder of the
other bank or entity that controls the other
bank,
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