Bill C-72

If you have any questions or comments regarding the accessibility of this publication, please contact us at accessible@parl.gc.ca.

PDF

	2nd Session, 35th Parliament, 45 Elizabeth II, 1996-97
	The House of Commons of Canada
	BILL C-72
	An Act to amend the Canadian Wheat Board Act and to make consequential amendments to other Acts
	Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:
R.S., c. C-24; R.S., cc. 37, 38 (4th Supp.); 1988, c. 65; 1991, cc. 33, 46, 47; 1993, c. 44; 1994, cc. 39, 47; 1995, c. 31	CANADIAN WHEAT BOARD ACT
	1. (1) The definition ``Board'' in subsec tion 2(1) of the English version of the Canadian Wheat Board Act is repealed.
	(2) The definition ``ordonnance'' in sub section 2(1) of the French version of the Act is repealed.
	(3) The definition ``designated area'' in subsection 2(1) of the Act is replaced by the following:
``designated area'' « région désignéet »	``designated area'' means that area comprised by the Provinces of Manitoba, Saskatche wan and Alberta, and that part of the Prov ince of British Columbia known as the Peace River District, and such other areas as the Board may designate under subsection (3);
	(4) The definition ``Commission'' in sub section 2(1) of the French version of the Act is replaced by the following:
« Commission » ``Corporation ''	« Commission » La Commission canadienne du blé prorogée par l'article 3.
	(5) Subsection 2(1) of the Act is amended by adding the following in alphabetical order:
``board'' « conseil »	``board'' means the board of directors of the Corporation referred to in section 3.1;
	(6) Subsection 2(1) of the English version of the Act is amended by adding the following in alphabetical order:
``Corporation' ' « Commission »	``Corporation'' means The Canadian Wheat Board continued by section 3;
	(7) Subsection 2(1) of the French version of the Act is amended by adding the following in alphabetical order:
« arrêté » ``order''	« arrêté » Tout arrêté pris par la Commission sous le régime de la présente loi; y sont assi milées les « instructions aux com merçants » qu'elle publie.
	(8) Subsection 2(3) of the Act is replaced by the following:
Designating parts included in designated area	(3) The Corporation may, by order, desig nate parts of the Province of British Columbia, other than the Peace River District, and parts of the Province of Ontario lying in the Western Division that are included in the designated area for the purposes of this Act.
	2. The Act is amended by adding the following after section 2:
	HER MAJESTY
Binding on Her Majesty	2.1 This Act is binding on Her Majesty in right of Canada or a province.
	3. Section 3 of the Act and the heading ``Constitution of the Board'' before it are replaced by the following:
	Continuation of the Corporation
Corporation continued	3. (1) The Canadian Wheat Board is hereby continued .
Headquarters	(2) The headquarters of the Corporation are in the city of Winnipeg in the Province of Manitoba.
	Board of Directors
Board of directors	3.1 (1) The board of directors shall direct and manage the business and affairs of the Corporation and is for those purposes vested with all the powers of the Corporation.
Composition of the board	(2) The board shall consist of not less than 11 and not more than 15 directors, including a chairperson and a president.
Directors	3.2 (1) Subject to sections 3.6 to 3.8, the directors shall be appointed by the Governor in Council on the recommendation of the Minister.
Term	(2) The directors, with the exception of the president, hold office during pleasure for a maximum term of three years, up to a maximum of three terms.
Part-time directors	(3) Unless the Governor in Council other wise directs, the directors, with the exception of the president, shall perform their functions on a part-time basis.
Remuneration	3.3 (1) The directors shall be paid such remuneration as the Governor in Council may fix.
Travel and living expenses	(2) The directors, with the exception of the president, are entitled to be paid reasonable travel and living expenses incurred by them in the course of their duties under this Act while absent from their ordinary place of residence.
Chairperson	3.4 (1) The chairperson shall be designated by the Governor in Council from among the directors, on the recommendation of the Minister.
Duties	(2) The chairperson shall perform the duties conferred on the chairperson by the by-laws, shall call and preside at meetings of the board and shall determine the agenda at those meetings.
Absence or incapacity	(3) Subject to subsection (4), if the chairper son is absent or unable to act, the board may designate one of the directors to act as chairperson.
Absence or incapacity exceeding ten days	(4) If the chairperson is absent or unable to act for a period exceeding ten days, or the office of chairperson is vacant, the Minister may designate an interim chairperson from among the directors, but an interim chairper son shall not act for more than 90 days without the approval of the Governor in Council.
By-laws	3.5 The board may make by-laws respect ing the administration and management of the business and affairs of the Corporation, in cluding
	(a) the convening, frequency and conduct of meetings of the board, the participation of directors in those meetings by telephone or other communication facilities, the quo rum at the meetings and the confidentiality of the board's deliberations;
	(b) the holding of annual meetings;
	(c) the establishment of committees of the board and the powers, duties and functions of the committees; and
	(d) the exercise of the powers set out in subsection 6(1).
	Election of Directors
Designation by Governor in Council	3.6 (1) On the recommendation of the Minister, the Governor in Council may, by order, designate one or more positions on the board to be filled through election by produc ers in accordance with this section and the regulations.
Regulations	(2) The Governor in Council may, on the recommendation of the Minister, make regu lations respecting the election of directors and the removal of elected directors.
Effect of designation	(3) For greater certainty, the elected direc tors have the same powers, duties and func tions as directors appointed under subsection 3.2(1).
Administra- tion of election	3.7 Subject to the regulations, the Corpora tion shall take such measures as the Minister may determine for the proper conduct and supervision of an election of directors, includ ing
	(a) employing the persons necessary to conduct or manage the election and the payment of such fees, costs, allowances and expenses of any person so employed, as the Minister may determine; and
	(b) paying the costs of the election incurred by or on behalf of the Corporation, includ ing the costs incurred in the preparation, printing and distribution of material provid ing information on candidates.
Publication	3.8 The Minister shall determine the date on which the first director elected pursuant to sections 3.6 and 3.7 shall assume office and, at least 30 days before that date, the Minister shall publish that date in the Canada Gazette.
	President
President	3.9 (1) The president shall be appointed by the Governor in Council, on the recommenda tion of the Minister after consultation with the board.
Term of office	(2) The president holds office during plea sure for such term as the Governor in Council may determine.
Remuneration	3.91 (1) The president shall be paid such remuneration as the Governor in Council may determine.
Travel and living expenses	(2) The president is entitled to be paid reasonable travel and living expenses incurred during the course of the president's duties under this Act while absent from the presi dent's ordinary place of work.
Duties	3.92 (1) The president is the chief executive officer of the Corporation and has, on behalf of the board, responsibility for the direction and management of the business and day-to- day operations of the Corporation with author ity to act, subject to resolution of the board, in all matters that are not by this Act or the by-laws specifically reserved to be done by the board or the chairperson.
Absence or incapacity	(2) If the president is absent or unable to act or the office of president is vacant, the Minister may appoint an interim president, but an interim president shall not act for more than 90 days without the approval of the Governor in Council.
	Directors, Officers and Employees
Duty of care	3.93 (1) The directors, officers and em ployees of the Corporation in exercising their powers and performing their duties shall
	(a) act honestly and in good faith with a view to the best interests of the Corporation; and
	(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
Duty to comply	(2) The directors, officers and employees of the Corporation shall comply with this Act, the regulations, the by-laws of the Corpora tion and any directions given to the Corpora tion pursuant to this Act.
Limit of liability	(3) Directors, officers and employees are not liable for a breach of duty under subsection (1) or (2) if they rely in good faith on
	(a) financial statements of the Corporation represented to them by an officer of the Corporation or in a written report of the auditor of the Corporation as fairly reflect ing the financial condition of the Corpora tion; or
	(b) a report of a lawyer, notary, accountant, engineer, appraiser or other person whose position or profession lends credibility to a statement made by that person.
Indemnity	3.94 The Corporation shall indemnify a present or former director, officer or employee of the Corporation or a person who acts or acted at the request of the Corporation, and their heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, that are reasonably incurred by them in respect of any civil, criminal or administrative action or proceeding to which they are a party by reason of being or having been such a director, officer, employee or person if they
	(a) acted honestly and in good faith with a view to the best interests of the Corporation; and
	(b) in the case of any criminal or administra tive action or proceeding that is enforced by a monetary penalty, believed on reasonable grounds that their conduct was lawful.
	Object and Powers
	4. Subsections 4(2) and (3) of the Act are replaced by the following:
Status	(2) The Corporation is not an agent of Her Majesty.
Legal proceedings	(3) Actions taken by or against the Corpora tion in respect of rights and obligations acquired or incurred by the Corporation on behalf of Her Majesty before the date referred to in section 3.8, for all purposes, are deemed to have been taken by or against Her Majesty, as the case may be.
	5. The heading before section 5 of the Act is repealed.
	6. (1) Section 6 of the Act is renumbered as subsection 6(1).
R.S., c. 38 (4th Supp.), s. 2	(2) Paragraphs 6(1)(c) and (c.1) of the Act are replaced by the following:
	(c) subject to the approval of the Minister of Finance, to enter into commercial banking arrangements;
	(c.01) subject to section 19 , to borrow money by any means, including the issuing, reissuing, selling and pledging of bonds, debentures, notes and other evidences of indebtedness of the Corporation ;
	(c.1) subject to the approval of the Minister of Finance, to invest moneys of the Corpo ration in bonds, debentures, notes or other evidences of indebtedness of or guaranteed by
	(i) the Government of Canada or of any province of Canada,
	(ii) the government of a foreign country or of any province or state of that country , or
	(iii) a financial institution whether in or outside Canada;
	(c.2) in the course of its operations, to enter into and deal with such contracts and transactions as the Corporation considers necessary for risk management purposes, including options, futures contracts, for ward contracts and currency, commodity and interest rate swaps;
	(c.3) to establish a contingency fund con sisting of the amounts specified by the regulations, that may be used
	(i) to guarantee adjustments to initial payments provided for in subparagraph 32(1)(b)(ii), or
	(ii) to provide for potential losses from operations under section 39.1;
	(c.4) to issue negotiable certificates in accordance with this Act;
	(3) Section 6 of the Act is amended by adding the following after subsection (1):
Regulations	(2) The Governor in Council may make regulations authorizing the Corporation to deduct an amount from any amount it receives in the course of its operations pursuant to this Act and to credit the amount so deducted to the contingency fund established under paragraph (1)(c.3).
Sufficiency of contingency fund	(3) The Minister shall publish in the Cana da Gazette the date on which, in the Minister's opinion, the amount in the contingency fund established under paragraph (1)(c.3) is suffi cient to guarantee adjustments to initial pay ments provided for in subparagraph 32(1)(b)(ii).
	7. Paragraphs 7(3)(a) and (b) of the Act are replaced by the following:

Bill C-72

BILL C-72