Bill C-91

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Royal Assent

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	DEBT-TO-EQUITY RATIO
Limit on borrowings and guarantees	30. (1) The aggregate of
	(a) the borrowings of the Bank under subsection 18(1) and section 19, and
	(b) the contingent liabilities of the Bank in the form of guarantees given by it
	must not at any time exceed twelve times the equity of the Bank.
Definition of equity	(2) For the purpose of subsection (1), the equity of the Bank consists of
	(a) the amounts paid for its shares, including any contributed surplus;
	(b) the retained earnings of the Bank, which may be positive or negative;
	(c) amounts paid to the Bank as capital by Parliamentary appropriation; and
	(d) such proceeds of debt instruments, hybrid capital instruments or other arrangements as may be prescribed as equity by the Governor in Council.
	CONFLICT OF INTEREST
Definitions	31. In section 33,
``applicant'' « demandeur »	``applicant'' means a person who applies to the Bank for assistance in the form of a loan, investment, guarantee, purchase or lease;
``interested person'' « personne intéressée »	``interested person'' means
	(a) the spouse or a child, brother, sister or parent of a director,
	(b) the spouse of a child, brother, sister or parent of a director, or
	(c) the father, the mother, the sister or the brother of the spouse of a director.
Restriction	32. The Bank shall not grant a loan, investment or guarantee to a director or officer of the corporation.
Disclosure	33. (1) An applicant must disclose in writing to the Bank whether the applicant is an interested person or, if the applicant is a firm or corporation, whether a partner of the firm or a shareholder, director or officer of the corporation is an interested person.
Submission of application to Board for approval	(2) If the applicant discloses that the applicant is an interested person, or that a partner, shareholder, director or officer is an interested person, the application must be submitted to the Board for approval before the Bank enters into an agreement to provide the assistance.
Director must not be at meeting or vote	(3) A director must not be present at a meeting of the Board when the Board is considering an application, or vote on a resolution relating to it, if the applicant is
	(a) a person related to the director as described in paragraph (a) or (b) of the definition ``interested person'' in section 31; or
	(b) a firm or corporation of which the director, or a person referred to in paragraph (a), is a partner, shareholder, director or officer.
Annual report	(4) The amount of each agreement referred to in this section and the name of the person, firm or corporation with whom the agreement is entered into must be included in the annual report that the Bank is required to submit under subsection 150(1) of the Financial Administration Act.
	MISCELLANEOUS PROVISIONS
Financial year	34. Notwithstanding section 121 of the Financial Administration Act, the financial year of the Bank is the period of twelve months beginning on April 1 and ending on the next March 31, unless the Governor in Council directs otherwise.
Exemption from taxes	35. The Bank is exempt from taxes imposed by the Income Tax Act.
Ten-year review	36. (1) Five years after this Act comes into force, and every ten years afterward, the Designated Minister must have a review of the provisions and operation of this Act undertaken in consultation with the Minister of Finance.
Report to Parliament	(2) Within one year after the review is undertaken, the Designated Minister must submit to Parliament a report on the review.
Review of report	(3) The report must be reviewed by any committee of the Senate or of the House of Commons, or any joint committee, that may be designated or established for the purpose of reviewing the report.
Privileged information	37. (1) Subject to subsection (2), all information obtained by the Bank in relation to its customers is privileged and a director, officer, employee or agent of, or adviser or consultant to, the Bank must not knowingly communicate, disclose or make available the information, or permit it to be communicated, disclosed or made available.
Authorized disclosure	(2) Privileged information may be communicated, disclosed or made available
	(a) for the purpose of the administration or enforcement of this Act and legal proceedings related to it;
	(b) for the purpose of prosecuting an offence under this Act or any other Act of Parliament;
	(c) to the Minister of National Revenue solely for the purpose of administering or enforcing the Income Tax Act or the Excise Tax Act; or
	(d) with the written consent of the person to whom the information relates.
Use of Bank's names or initials	38. Except with the consent in writing of the Bank, a person must not in any prospectus or advertisement, or for any other business purpose, use the name of the Bank, the names ``B.D. Canada'', ``Federal Business Development Bank'' or ``Industrial Development Bank'' or the initials ``B.D.B.C.'' or ``F.B.D.B.'', in English, or the names ``Banque fédérale de développement'', ``Banque d'expansion industrielle'' or ``B.D. Canada'' or the initials ``B.D.C.'' or ``B.F.D.'', in French.
Offence	39. A person who contravenes section 37 or 38 is guilty of an offence and liable on summary conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding six months, or to both.
``hybrid capital instrument''	40. The Governor in Council may, by regulation, define ``hybrid capital instrument''.
	REPEAL
Repeal of R.S., c. F-6	41. The Federal Business Development Bank Act is repealed.
	TRANSITIONAL PROVISIONS
Continuation of Federal Business Development Bank	*42. (1) The Bank continues for all purposes the existence of the Federal Business Development Bank established by the Federal Business Development Bank Act.*
Rights preserved	(2) Without limiting the generality of subsection (1),
	(a) the property of the Federal Business Development Bank continues to be the property of the Bank;
	(b) the Bank continues to be liable for the obligations of the Federal Business Development Bank;
	(c) an existing cause of action, claim or liability to prosecution relating to the Federal Business Development Bank is unaffected;
	(d) a civil, criminal or administrative action or proceeding pending by or against the Federal Business Development Bank may be continued to be prosecuted by or against the Bank; and
	(e) a conviction against, or ruling, order or judgment in favour of or against, the Federal Business Development Bank may be enforced by or against the Bank.
Capital vests in Bank	43. (1) The capital paid in by Canada with respect to the Federal Business Development Bank as of the coming into force of this Act is vested in the Bank as its paid-in capital and is converted into common shares of the Bank on the basis of one fully paid common share for each $100 of paid-in capital.
Definition of ``capital''	(2) The capital vested in the Bank by subsection (1) includes
	*(a) amounts referred to in paragraph 28(1)(a) of the Federal Business Development Bank Act;*
	(b) amounts paid in under subsection 28(1) of that Act; and
	(c) amounts paid in as capital by Parliamentary appropriation.
	CONSEQUENTIAL AMENDMENTS
R.S., c. A-1	Access to Information Act
	*44. Schedule I to the Access to Information Act* is amended by striking out the following under the heading ``Other Government Institutions'':**
	Federal Business Development Bank
	Banque fédérale de développement
	*45. Schedule I to the Act is amended by adding the following in alphabetical order under the heading ``Other Government Institutions'':*
	Business Development Bank of Canada
	Banque de développement du Canada
	46. Schedule II to the Act is amended by adding, in alphabetical order, a reference to
	Business Development Bank of Canada Act
	Loi sur la Banque de développement du Canada
	and a corresponding reference to ``section 37''.
R.S., c. C-5	Canada Evidence Act
	*47. The Canada Evidence Act* is amended by replacing the expression ``Federal Business Development Bank'' with the expression ``Business Development Bank of Canada'' in the following provisions:**
	(a) the definition ``financial institution'' in subsection 29(9); and
	(b) the definition ``corporation'' in subsection 31(1).
R.S., c. F-8	Federal-Provincial Fiscal Arrangements and Federal Post-Secondary Education and Health Contributions Act
	*48. Schedule I to the Federal-Provincial Fiscal Arrangements and Federal Post-Secondary Education and Health Contributions Act* is amended by striking out the following:**
	Federal Business Development Bank
	Banque fédérale de développement
	49. Schedule I to the Act is amended by adding the following in alphabetical order:
	Business Development Bank of Canada
	Banque de développement du Canada
R.S., c. F-11	Financial Administration Act
	*50. Part I of Schedule III to the Financial Administration Act* is amended by striking out the following:**
	Federal Business Development Bank
	Banque fédérale de développement
	51. Part I of Schedule III to the Act is amended by adding the following in alphabetical order:
	Business Development Bank of Canada
	Banque de développement du Canada