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| Adequacy of
capital and
liquidity
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949. (1) A bank holding company shall, in
relation to its business, maintain
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(a) adequate capital, and
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(b) adequate and appropriate forms of
liquidity,
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and shall comply with any regulations in
relation thereto.
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| Regulations
and guidelines
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(2) The Governor in Council may make
regulations and the Superintendent may make
guidelines respecting the maintenance by
bank holding companies of adequate capital
and adequate and appropriate forms of
liquidity.
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| Directives
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(3) Notwithstanding that a bank holding
company is complying with regulations or
guidelines made under subsection (2), the
Superintendent may, by order, direct the bank
holding company
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(a) to increase its capital; or
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(b) to provide additional liquidity in such
forms and amounts as the Superintendent
may require.
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| Compliance
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(4) A bank holding company shall comply
with an order made under subsection (3)
within such time as the Superintendent
specifies therein.
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Supervision
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Returns
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| Required
information
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950. A bank holding company shall provide
the Superintendent with such information, at
such times and in such form as the
Superintendent may require.
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| Names of
directors and
auditor
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951. (1) A bank holding company shall,
within thirty days after each annual meeting of
the bank holding company, provide the
Superintendent with a return showing
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(a) the name, residence and citizenship of
each director holding office immediately
following the meeting;
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(b) the mailing address of each director
holding office immediately following the
meeting;
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(c) the bodies corporate of which each
director referred to in paragraph (a) is an
officer or director and the firms of which
each director is a member;
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(d) the names of the directors referred to in
paragraph (a) who are officers or
employees of the bank holding company or
any affiliate of the bank holding company,
and the positions they occupy;
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(e) the name of each committee of the bank
holding company on which each director
referred to in paragraph (a) serves;
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(f) the date of expiration of the term of each
director referred to in paragraph (a); and
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(g) the name, address and date of
appointment of the auditor of the bank
holding company.
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| Changes
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(2) Where
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(a) any information relating to a director or
an auditor of a bank holding company
shown in the latest return made to the
Superintendent under subsection (1), other
than information referred to in paragraph
(1)(c), becomes inaccurate or incomplete,
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(b) a vacancy in the office of auditor of the
bank holding company occurs or is filled by
another person, or
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(c) a vacancy on the board of directors of the
bank holding company occurs or is filled,
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the bank holding company shall forthwith
provide the Superintendent with such
information as is required to maintain the
return in a complete and accurate form.
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| Copy of
by-laws
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952. A bank holding company 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.
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| Register of
bank holding
companies
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953. (1) The Superintendent shall, in
respect of each bank holding company, cause
a register to be maintained containing a copy
of
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(a) the incorporating instrument of the bank
holding company; and
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(b) the information referred to in
paragraphs 951(1)(a) and (c) to (g)
contained in the latest return sent to the
Superintendent pursuant to section 951.
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| Form
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(2) The register may be maintained in
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(a) a bound or loose-leaf form or in a
photographic film form; or
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(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.
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| Access
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(3) Persons are entitled to reasonable access
to the register and may make copies of or take
extracts from the information in it.
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| Evidence
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(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.
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| Production of
information
and
documents
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954. (1) The Superintendent may, by order,
direct a person who controls a bank holding
company or any entity that is affiliated with a
bank holding company to provide the
Superintendent with the information or
documents that are specified in the order if the
Superintendent believes that the production of
the information or documents is necessary in
order to
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(a) determine whether the bank holding
company is complying with the provisions
of this Act; or
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(b) ascertain the financial condition of the
bank holding company.
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| Time
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(2) Any person to whom a direction has
been issued under subsection (1) shall provide
the information or documents specified in the
order within the time specified in the order
and, where the order does not specify a time,
the person shall provide the information or
documents within a reasonable time.
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| Exemption
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(3) Subsection (1) does not apply in respect
of an entity that controls a bank holding
company or is affiliated with a bank holding
company where that entity is a financial
institution regulated
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(a) by or under an Act of Parliament; or
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(b) by or under an Act of the legislature of
a province where the Superintendent has
entered into an agreement with the
appropriate official or public body
responsible for the supervision of financial
institutions in that province concerning the
sharing of information on such financial
institutions.
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| Confidential
information
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955. (1) All information regarding the
business or affairs of a bank holding company,
or regarding a person dealing with a bank
holding company, 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.
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| Disclosure
permitted
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(2) Nothing in subsection (1) prevents the
Superintendent from disclosing any
information
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(a) to any government agency or body that
regulates or supervises financial
institutions, for purposes related to that
regulation or supervision,
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(b) to any other agency or body that
regulates or supervises financial
institutions, for purposes related to that
regulation or supervision,
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(c) to the Canada Deposit Insurance
Corporation or any compensation
association designated by order of the
Minister pursuant to subsection 449(1) of
the Insurance Companies Act, for purposes
related to its operation, and
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(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,
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if the Superintendent is satisfied that the
information will be treated as confidential by
the agency, body or person to whom it is
disclosed.
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| Regulations
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956. The Governor in Council may make
regulations prohibiting, limiting or restricting
the disclosure by bank holding companies of
prescribed supervisory information.
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Inspection of Bank Holding Companies
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| Examination
of bank
holding
companies
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957. (1) The Superintendent, from time to
time, shall make or cause to be made any
examination and inquiry into the business and
affairs of each bank holding company that the
Superintendent considers to be necessary or
expedient to determine whether the bank
holding company is complying with the
provisions of this Act and to ascertain the
financial condition of the bank holding
company.
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| Access to
records of
bank holding
company
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(2) The Superintendent or a person acting
under the Superintendent's direction
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(a) has a right of access to any records, cash,
assets and security held by or on behalf of
a bank holding company; and
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(b) may require the directors, officers and
the auditor of a bank holding company to
provide information and explanations, to
the extent that they are reasonably able to
do so, in respect of the condition and affairs
of the bank holding company or any entity
in which the bank holding company has a
substantial investment.
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| Power of
Superintenden
t on inquiry
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958. The Superintendent 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 Superintendent's direction.
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Remedial Powers
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Prudential Agreements
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| Prudential
agreement
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959. The Superintendent may enter into an
agreement, called a ``prudential agreement'',
with a bank holding company for the purposes
of implementing any measure designed to
protect the interests of depositors,
policyholders and creditors of any federal
financial institution affiliated with it.
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Directions of Compliance
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| Superintenden
t's directions
to bank
holding
company
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960. (1) If, in the opinion of the
Superintendent, a bank holding company, one
of its affiliates or any person with respect to a
bank holding company is committing, or is
about to commit, an act - or is pursuing or is
about to pursue a course of conduct - that
may directly or indirectly be prejudicial to the
interest of depositors, policyholders or
creditors of a federal financial institution that
is affiliated with the bank holding company,
the Superintendent may direct the bank
holding company to
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(a) cease or refrain from committing the act
or pursuing the course of conduct;
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(b) cause the affiliate or person to cease or
refrain from committing the act or pursuing
the course of conduct, to the extent that the
bank holding company is able to do so;
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(c) perform any act that in the opinion of the
Superintendent is necessary to remedy the
situation or to minimize the prejudice; or
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(d) cause the affiliate or person to perform
any act that in the opinion of the
Superintendent is necessary to remedy the
situation or to minimize the prejudice, to
the extent that the bank holding company is
able to do so.
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| Opportunity
for
representation
s
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(2) Subject to subsection (4), no direction
shall be issued unless the bank holding
company is provided with a reasonable
opportunity to make representations in respect
of the matter.
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| Temporary
direction
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(3) If, in the opinion of the Superintendent,
the length of time required for representations
to be made might be prejudicial to the public
interest, the Superintendent may make a
temporary direction with respect to the
matters referred to in paragraphs (1)(a) to (d)
having effect for a period of not more than
fifteen days.
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| Continued
effect
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(4) A temporary direction made under
subsection (3) continues to have effect after
the expiration of the fifteen day period
referred to in that subsection if no
representations are made to the
Superintendent within that period or, if
representations have been made, the
Superintendent notifies the bank holding
company that the Superintendent is not
satisfied that there are sufficient grounds for
revoking the direction.
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| Court
enforcement
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961. (1) If a bank holding company is
contravening or has failed to comply with a
prudential agreement entered into under
section 959 or a direction of the
Superintendent issued to the bank holding
company under section 960 or is contravening
this Act or has omitted to do any thing under
this Act that it is required to do, the
Superintendent may, in addition to any other
action that may be taken under this Act, apply
to a court for an order requiring the bank
holding company to comply with the
prudential agreement or the direction, cease
the contravention or do any thing that is
required to be done, and on such 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 a decision of a court
under subsection (1) lies in the same manner,
and to the same court, as an appeal from any
other order of the court.
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Disqualification and Removal of Directors or
Senior Officers
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| Meaning of
``senior
officer''
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962. In sections 963 and 964, ``senior
officer'' means the chief executive officer,
secretary, treasurer or controller of a bank
holding company or any other officer
reporting directly to the bank holding
company's board of directors or chief
executive officer.
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| Application
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963. (1) This section applies only in respect
of a bank holding company
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(a) that has been notified by the
Superintendent that this section applies to it
where the bank holding company is subject
to measures designed to protect the interests
of depositors, policyholders and creditors
of any federal financial institution affiliated
with it, which measures are contained in a
prudential agreement entered into under
section 959 or an undertaking given by the
bank holding company to the
Superintendent; or
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(b) that is the subject of a direction made
under section 960, or an order made under
subsection 949(3).
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| Information to
be provided
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(2) A bank holding company shall provide
the Superintendent with the name of
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(a) each person who has been nominated for
election or appointment as a member of its
board of directors,
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(b) each person who has been selected by
the bank holding company for appointment
as a senior officer, and
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(c) each person who is newly elected as a
director of the bank holding company at a
meeting of shareholders and who was not
proposed for election by anyone involved in
the management of the bank holding
company,
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together with such other information about the
background, business record and experience
of the person as the Superintendent may
require.
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| When
information to
be provided
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(3) The information required by subsection
(2) shall be provided to the Superintendent
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(a) at least 30 days prior to the date or
proposed date of the election or
appointment or within such shorter period
as the Superintendent may allow; or
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(b) in the case of a person referred to in
paragraph (2)(c), within 15 days after the
date of the election of the person.
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| Disqualificati
on or removal
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(4) If the Superintendent is of the opinion
that, on the basis of the competence, business
record, experience, conduct or character of a
person, he or she is not suitable to hold that
position, the Superintendent may, by order,
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(a) in the case of a person referred to in
paragraph (2)(a) or (b), disqualify the
person from being elected or appointed as a
director of a bank holding company or from
being appointed as a senior officer; or
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(b) in the case of a person referred to in
paragraph (2)(c), remove the person from
office as a director of the bank holding
company.
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