Bill C-2
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Chairperson |
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Chairperson
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12. (1) The Governor in Council shall, on
the recommendation of the Minister made
after the Minister has consulted with the board
of directors and the appropriate provincial
Ministers of the participating provinces,
designate one of the directors as Chairperson
to hold office during good behaviour for such
term as the Governor in Council deems
appropriate.
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Removal
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(2) The Governor in Council may remove
the Chairperson for cause.
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Presiding at
meetings
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(3) The Chairperson shall preside at all
meetings of the board of directors and may
exercise such powers and perform such duties
and functions as are specified by the board of
directors.
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Replacement
of
Chairperson
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(4) Where the Chairperson is absent at any
meeting of the board of directors, one of the
directors present who is chosen to so act by the
directors present shall preside and have all the
powers, duties and functions of the
Chairperson.
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Remunera- tion of Chairperson
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(5) The Chairperson is entitled to receive
from the Board such remuneration and
benefits as may be fixed by the by-laws, which
remuneration and benefits shall be fixed
having regard to the remuneration and
benefits received by persons having similar
responsibilities and engaged in similar
activities.
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Officers |
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Appointment
of officers
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13. (1) The board of directors may, subject
to the by-laws, designate the offices of the
Board, appoint officers of the Board and
specify their duties.
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Directors not
officers
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(2) A director is not eligible to be appointed
an officer of the Board.
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Two or more
offices
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(3) A person may hold two or more offices
of the Board.
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Duty of Care |
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Duty of care
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14. (1) Every director and officer of the
Board in exercising any of the powers of a
director or an officer and in discharging any of
the duties of a director or an officer shall
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Special
knowledge or
skill
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(2) A director or officer of the Board who in
fact possesses, or by reason of profession or
business ought to possess, a particular level of
knowledge or skill relevant to the director's or
officer's powers or duties shall employ that
particular level of knowledge or skill in the
exercise of those powers or the discharge of
those duties.
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Reliance on
statements
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(3) A director or an officer of the Board is
deemed to comply with subsections (1) and (2)
if they rely in good faith on
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Duty to
comply
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15. (1) Every director, officer and employee
of the Board shall comply with this Act and the
by-laws.
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No
exculpation
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(2) No provision in any contract, in any
resolution of the Board or in the by-laws
relieves any director, officer or employee of
the Board from the duty to act in accordance
with this Act or relieves a director, officer or
employee from liability for a breach of the
Act.
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Indemnification |
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Indemnifi- cation
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16. (1) Except in respect of an action by or
on behalf of the Board to procure a judgment
in its favour, the Board may indemnify a
director or officer of the Board, a former
director or officer of the Board, or any person
who acts or acted at the Board's request as a
director or officer of an entity of which the
Board is or was a shareholder or in which the
Board has or had a financial interest, against
all costs and expenses reasonably incurred by
the person, including amounts paid in
settlement or to satisfy a judgment, in respect
of any civil, criminal or administrative action
or proceeding to which the person is made a
party by reason of being or having been such
a person, if
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Indemnifi- cation in derivative action
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(2) The Board may, with the approval of a
court, indemnify a person referred to in
subsection (1), in respect of an action by or on
behalf of the Board or an entity referred to in
that subsection to procure a judgment in its
favour to which the person is made a party by
reason of being or having been a director or an
officer of the Board or entity, against all costs
and expenses reasonably incurred by the
person, including an amount paid in
settlement or to satisfy a judgment, in respect
of that action if the person fulfils the
conditions set out in paragraphs (1)(a) and (b).
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Right to
indemnity
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(3) Notwithstanding the other subsections
of this section, a person referred to in
subsection (1) is entitled to indemnity from
the Board in respect of all costs and expenses,
including an amount paid in settlement or to
satisfy a judgment, reasonably incurred by the
person in respect of the defence of any civil,
criminal or administrative action or
proceeding to which the person is made a party
by reason of being or having been a director or
an officer of the Board or of an entity referred
to in that subsection, if the person seeking
indemnity
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Personal
representati- ves
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(4) Where the Board could indemnify a
person under any of subsections (1) to (3), the
Board may to the same extent indemnify the
heirs or personal representatives of the person.
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Definition of
``procee- ding''
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(5) For the purposes of this section,
``proceeding'' includes an investigation that
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Directors' and
officers'
insurance
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17. The Board may purchase and maintain
insurance for the benefit of any person
referred to in subsection 16(1) and the
personal representatives of that person against
any liability incurred by the person
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Application to
court for
indemnifi- cation
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18. (1) A court may order an indemnity
under section 16 on the application of the
Board or a person referred to in subsection
16(1) or (4) and may make any further order
that it thinks fit.
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Notice of
application
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(2) Where an application is made for an
order under subsection (1), the court may
order notice to be given to any interested
person, and that person is entitled to appear
and be heard in person or by counsel.
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Meetings |
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Resolution in
lieu of
meeting
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19. (1) A resolution in writing, signed by all
the directors entitled to vote on that resolution
at a meeting of the board of directors or of one
of its committees, is as valid as if it had been
passed at a meeting of the board of directors or
of one of its committees.
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Filing
resolution
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(2) A copy of every resolution referred to in
subsection (1) shall be kept with the minutes
of the proceedings of the board of directors or
its committees.
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Participation
by telephone
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20. A director may, subject to the by-laws,
participate in a meeting of the board of
directors or of one of its committees by means
of any telephone or other communications
facilities that permit all persons participating
in the meeting to communicate with each
other, and a director who participates in that
way is deemed for the purposes of this Act to
be present at the meeting.
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Dissent
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21. (1) A director who is present at a
meeting of the board of directors or of one of
its committees is deemed to have consented to
any resolution passed or action taken at the
meeting unless
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Loss of right
to dissent
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(2) A director who votes for or consents to
a resolution is not entitled to dissent under
subsection (1).
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Dissent of
absent
director
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(3) A director who was not present at a
meeting at which a resolution was passed or an
action was taken is deemed to have consented
to the resolution or the action unless, within
seven days after becoming aware of the
resolution or the action, the director
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Conflicts of Interest |
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Disclosure of
director's
interest
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22. (1) A director or officer of the Board
shall disclose in writing to the Board or
request to have entered in the minutes of a
meeting of the board of directors or one of its
committees the nature and extent of the
director's or officer's interest
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Time of
disclosure for
director
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(2) The disclosure must be made, in the case
of a director,
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Time of
disclosure for
officer
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(3) The disclosure must be made, in the case
of an officer,
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Time of
disclosure for
director or
officer
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(4) If a transaction or proposed transaction
is one that, in the ordinary course of the
Board's business, would not require approval
by the board of directors, a director or officer
shall disclose in writing to the Board or
request to have entered in the minutes of a
meeting of the board of directors or one of its
committees the nature and extent of the
interest of the director or officer without delay
after the director or officer becomes aware of
the transaction or proposed transaction.
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Voting
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(5) A director referred to in subsection (1)
shall not vote on a resolution or participate in
a discussion to approve the transaction
mentioned in that subsection unless the
transaction is
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Continuing
disclosure
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(6) For the purposes of this section, a
general notice to the board of directors or to
one of its committees by a director or officer,
declaring that the director or officer is a
director or officer of, or has a material interest
in, an entity and is to be regarded as interested
in any transaction made with that entity, is a
sufficient declaration of interest in relation to
any transaction so made.
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Avoidance
standards
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(7) A transaction between the Board and
one or more of its directors or officers, or
between the Board and another entity of which
a director or officer of the Board is a director
or officer or in which a director or officer of
the Board has a material interest, is neither
void nor voidable by reason only of that
relationship or by reason only that a director
with an interest in the transaction is present at
or is counted to determine the presence of a
quorum at a meeting of the board of directors
or on one its committees that authorized the
transaction, if
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Application to
court
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(8) Where a director or officer of the Board
fails to disclose an interest in a transaction in
accordance with this section, a court may, on
the application of the Board, set aside the
transaction on any terms that it thinks fit.
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Meaning of
``transac- tion''
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(9) In this section, ``transaction'' includes a
contract, a guarantee and an investment.
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