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| Airport
undertaking
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50. (1) An airport authority may not own or
operate any business or undertaking that is not
an airport undertaking.
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| General rule
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(2) In its airport undertaking, an airport
authority may only
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(a) engage in essential and complementary
activities;
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(b) acquire an interest in land, or in the
province of Quebec a right relating to an
immovable, if required for the operation or
expansion of the facilities, air terminal
building or road network referred to in
paragraph (a) of the definition ``essential
activities'' in subsection 2(1); and
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(c) acquire, operate, manage, maintain or
develop other airport infrastructure in the
region, and for that purpose acquire an
interest in land, or in the province of
Quebec a right relating to an immovable, if
it does so under an agreement entered into
with the Minister.
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| Operation of
airport
undertaking
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(3) An airport authority must carry out its
airport undertaking alone and not in
partnership or as a joint venture with any
person.
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| Operation as
an air carrier
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(4) An airport authority must not hold an
ownership interest in, operate as or be an air
carrier.
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| Essential
activities
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51. (1) Essential activities may only be
carried out by
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(a) an airport authority; or
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(b) any person who acts on behalf of the
airport authority and who
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(i) is not a corporation in which the
authority holds an interest,
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(ii) does not engage in essential activities
that, in total, represent more than 50% of
the total costs incurred for essential
activities at the airport,
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(iii) does not sit on the board of the
authority or, in the case of a corporation,
does not have directors, officers,
employees, agents or mandataries who
sit on the board,
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(iv) is not an air carrier or a corporation
controlled by an air carrier, and
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(v) conducts its transactions with the
authority on commercial terms.
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| Exception
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(2) In carrying out essential activities, an
airport authority may enter into a contract
with any person for the provision of services
to the authority if the person
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(a) conducts its transactions with the
authority on commercial terms; and
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(b) is not an entity in which the authority
holds an interest.
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| Exception
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(3) A person who does not meet the
requirements set out in paragraph (1)(b) may
engage in essential activities under a contract
with an airport authority that was in effect on
September 1, 2002, until the day on which the
contract expires, the contract is terminated or
any renewal or extension of the contract
expires.
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| Complementa
ry activities
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52. (1) Complementary activities may only
be carried out by
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(a) an airport authority;
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(b) a corporation referred to in subsection
54(1); or
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(c) any other person who is not a
corporation in which the airport authority
holds an ownership interest.
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| Exception
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(2) A person who does not meet the
requirements set out in paragraph (1)(b) or (c)
may engage in complementary activities
under a contract with an airport authority that
was in effect on September 1, 2002, until the
day on which the contract expires, the contract
is terminated or any renewal or extension of
the contract expires.
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| Ownership
interest
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53. No airport authority may have an
ownership interest in any entity except a
subsidiary or a corporation referred to in
subsection 54(1). No subsidiary may have an
ownership interest in any entity except a
corporation.
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| Ownership
interest in
certain
corporations
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54. (1) An airport authority may hold an
ownership interest in a Canadian-controlled
corporation that
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(a) leases lands from the authority that are
identified in the land use plan as
unnecessary for essential activities in the
future and meets the following criteria,
namely,
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(i) the corporation is incorporated under
the Canada Business Corporations Act
solely for the purpose of constructing,
operating, managing or maintaining
buildings, facilities or infrastructure in
order to develop those lands,
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(ii) it is not owned in whole or in part by
an air carrier or a corporation controlled
by an air carrier,
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(iii) it holds no interest in another
corporation,
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(iv) it develops the lands alone and not in
partnership or as a joint venture with any
person,
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(v) it uses the lands in a manner that is
compatible with air transportation, and
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(vi) its lease with the authority is on
commercial terms;
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(b) provides to air carriers on the airport
de-icing or fuelling facilities and services or
facilities and services approved by the
Minister and meets the following criteria,
namely,
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(i) the corporation is incorporated under
the Canada Business Corporations Act
solely to provide those facilities and
services,
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(ii) it holds no interest in another
corporation,
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(iii) it conducts its transactions with the
authority on commercial terms, and
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(iv) it provides the facilities and services
alone and not in partnership or as a joint
venture with any person; or
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(c) has entered into a contract with the
authority for the provision of services
referred to in the definition
``complementary activities'' in subsection
2(1) on the airport, if
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(i) the contract was awarded to the lowest
bidder under a public bid solicitation
process,
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(ii) the corporation does not impose a
charge on any person other than the
authority,
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(iii) the corporation conducts its
transactions with the authority on
commercial terms,
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(iv) the corporation is incorporated under
the Canada Business Corporations Act
solely to provide those services to the
authority,
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(v) the corporation holds no interest in
another corporation, and
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(vi) the corporation provides the services
alone and not in partnership or as a joint
venture with any person.
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| Regulations
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(2) The Governor in Council may make
regulations respecting the criteria, including
additional criteria, that are applicable to
corporations referred to in subsection (1).
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| Application
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55. (1) Subsections 56(3) and (4) apply in
respect of the directors and officers of
corporations referred to in subsection 54(1) as
if they were subsidiaries.
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| Application
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(2) Section 96 applies in respect of those
corporations as if they were airport
authorities.
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| Requirements
for
subsidiaries
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56. (1) A subsidiary must meet the
following criteria:
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(a) it must be incorporated under the
Canada Business Corporations Act if it
operates in North America;
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(b) its sole purpose must be
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(i) to engage in activities, with respect to
an airport whose name is not set out in
Part 1 or 2 of Schedule 1 opposite the
name of the airport authority of which it
is a subsidiary, that would meet the
criteria for essential or complementary
activities if they were carried out in
respect of an airport whose name is listed
opposite the name of that airport
authority, or
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(ii) to carry out activities referred to in
subsection 54(1) on an airport whose
name is set out in Part 1 or 2 of Schedule
1 opposite the name of the airport
authority of which it is a subsidiary; and
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(c) its transactions with the airport authority
must be conducted on commercial terms.
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| Regulations
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(2) The Governor in Council may make
regulations respecting the criteria, including
additional criteria, that are applicable to a
subsidiary referred to in subsection (1).
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| Chairperson
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(3) The chairperson of the airport authority
may not be the chairperson or chief executive
officer of a subsidiary.
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| Directors
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(4) Less than 50% of the directors of the
airport authority may be directors of a
subsidiary.
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| Maximum
financial
exposure
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57. (1) An airport authority may increase its
financial exposure in other corporations in any
year by up to 2% of its unconsolidated gross
revenues for the previous fiscal year if the
increase does not make its total financial
exposure greater than 10% of its
unconsolidated gross revenues for that
previous fiscal year.
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| Financial
exposure
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(2) Financial exposure means the aggregate
of the following amounts, not including
amounts invested before January 1, 2003:
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(a) the amount provided to another
corporation by the airport authority in
equity and contributed capital minus the
amount of any dividends received and any
proceeds from the sale of shares of that
corporation,
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(b) the amount of the loans made to another
corporation, including earned but unpaid
interest, minus any amounts repaid,
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(c) the value of contributions in kind to
another corporation;
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(d) the amount of outstanding loan
guarantees in respect of another
corporation,
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(e) the amount of payments made in
fulfilment of loan guarantees,
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(f) the amount of all indemnities in relation
to another corporation,
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(g) any reserves set up for the purposes of
paragraphs (a) and (b); and
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(h) any amount required to be paid in
respect of the activities of a corporation
referred in subsection 54(1), including an
amount to be paid pursuant to any
judgement of a court.
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| Dividend
|
(3) Subject to subsection (4), a corporation
in which an airport authority holds an
ownership interest must declare and pay a
dividend to its shareholders, within six months
after the end of its fiscal year, in an amount
equal to 100% of the profits available for
distribution for the year minus the amount that
it is prudent to set aside for necessary reserves.
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| Exception
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(4) A corporation must not declare or pay a
dividend if there are reasonable grounds for
believing that
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(a) the corporation is, or would after the
payment be, unable to pay its liabilities as
they become due; or
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(b) the realizable value of the corporation's
assets would thereby be less than the
aggregate of its liabilities and capital.
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| Indemnity
|
(5) An airport authority may not hold an
ownership interest in another corporation
unless the corporation agrees to indemnify the
authority for any amount that it is required to
pay in respect of that corporation, other than
an amount referred to in subsection (2).
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| Statement to
Minister
|
58. (1) Within 30 days after the coming into
force of this section, every airport authority
must submit to the Minister a statement of the
total amount of the authority's financial
exposure in any corporation in which it had an
ownership interest on the coming into force of
this section, including all information and
documents in the authority's possession
respecting its investments in those
corporations.
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| Ministerial
approval
|
(2) The Minister may permit the airport
authority's financial exposure to exceed the
10% limit referred to in subsection 57(1) if the
Minister considers it necessary in order to
keep Canadian control over a corporation
referred to in subsection 54(1) or 56(1) that
was in existence on January 1, 2003.
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| Application
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(3) An airport authority must meet the
requirements of sections 53 to 57, and ensure
that any corporation referred to in those
sections that was in existence on the coming
into force of this section meets those
requirements and the requirements of this
section, within five years after that coming
into force.
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