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Bill C-2

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	Auditor
Appointment of auditor	42. (1) The auditor of the Board shall be appointed annually by the board of directors, and may be removed at any time by the board of directors.
Re- appointment	(2) On the expiration of the appointment of the auditor of the Board, the auditor is eligible for re-appointment.
Continuation in office	(3) Notwithstanding subsection (1), if an auditor of the Board is not appointed to take office on the expiration of the appointment of an incumbent auditor, the incumbent auditor continues in office until a successor is appointed.
Definition of ``firm of accountants''	43. (1) In this section, ``firm of accountants'' means a partnership, the members of which are accountants engaged in the practice of accounting, or a body corporate that is incorporated by or under an Act of the legislature of a province and engaged in the practice of accounting.
Qualification of auditor	(2) A natural person or firm of accountants is qualified to be the auditor of the Board if
	(a) in the case of a natural person, the person is an accountant who
	(i) is a member in good standing of an institute or association of accountants incorporated by or under an Act of the legislature of a province,
	(ii) has at least five years experience at a senior level in performing audits of a financial institution,
	(iii) is ordinarily resident in Canada, and
	(iv) is independent of the Board, each of its subsidiaries, and the directors and officers of the Board and those of each of its subsidiaries; and
	(b) in the case of a firm of accountants, the member or officer of the firm jointly designated by the firm and the Board to conduct the audit of the Board on behalf of the firm meets the qualifications described in paragraph (a).
Independence	(3) For the purposes of this section,
	(a) independence is a question of fact; and
	(b) a person is deemed not to be independent if that person or any of that person's business partners
	(i) is a business partner, director, officer or employee of the Board or of any of its subsidiaries, or a business partner of any director, officer or employee of the Board or of any of its subsidiaries, or
	(ii) has been a liquidator, trustee in bankruptcy, receiver or receiver and manager of any of the Board's subsidiaries within the two years before the natural person's or the firm of accountants' proposed appointment, as the case may be, as the Board's auditor.
Joint designation	(4) Within 15 days after appointing a firm of accountants as its auditor, the Board and the firm shall jointly designate a member or officer of the firm who has the qualifications described in paragraph (2)(a) to conduct the audit of the Board on behalf of the firm.
Resignation	(5) An auditor of the Board who becomes disqualified under this section shall resign without delay after becoming aware of the disqualification.
When resignation becomes effective	(6) A resignation of an auditor of the Board becomes effective at the time the Board receives a written resignation from the auditor or at the time specified in the resignation, whichever is later.
Statement of auditor	(7) Where the Board's auditor resigns or receives a notice or otherwise learns of a meeting of the board of directors at which another auditor is to be appointed in place of the auditor and the auditor objects to being replaced, the auditor shall submit to the Board a written statement giving the reasons for the resignation or the reasons why the auditor objects to being replaced.
Statement to be sent to Ministers	(8) Where the Board receives a written statement referred to in subsection (7) that relates to a resignation of its auditor as a result of a disagreement with the directors or officers of the Board or that relates to a replacement or proposed replacement of the auditor, the Board shall without delay send a copy of the statement to the Minister and to the appropriate provincial Ministers of the participating provinces.
	Right to Information
Right to information	44. (1) On the request of the Board's auditor, the present or former directors, officers, employees or agents of the Board shall provide to the auditor all information and explanations, and all access to records, documents, books, accounts and vouchers of the Board and its subsidiaries, that the auditor considers necessary to prepare any report required by this Act and that they are reasonably able to furnish.
Directors' duties	(2) On the request of the Board's auditor, the directors shall
	(a) obtain from the present or former directors, officers, employees or agents of any of its subsidiaries all information and explanations that
	(i) the auditor considers necessary to enable the auditor to prepare any report required by this Act, and
	(ii) the present or former directors, officers, employees or agents are reasonably able to furnish; and
	(b) furnish the auditor with the information and explanations so obtained.
Reliance on reports	(3) The Board's auditor may reasonably rely on any report of any other auditor of the Board.
No civil liability	(4) A person who in good faith makes an oral or written communication under subsection (1) or (2) shall not be liable in any civil action arising from having made the communication.
	Qualified Privilege
Qualified privilege	45. Any oral or written statement or report made under this Act by the Board's auditor or a former auditor of the Board has qualified privilege.
	Special Audit
Special audit	46. (1) The Minister may, if the Minister considers it necessary, appoint an auditor to conduct a special audit of the Board or any of its subsidiaries.
Costs of audit	(2) The costs of a special audit are payable by the Board.
Other sections to apply	(3) Sections 43 to 45 apply in respect of a special auditor, with any modifications that the circumstances require.
	Special Examination
Special examination	47. (1) The Minister shall cause a special examination to be carried out at least once every six years in respect of the Board or any of its subsidiaries to determine if the systems and practices referred to in paragraph 39(1)(b) were, in the period under examination, maintained in a manner that provided reasonable assurance that they met the requirements of paragraphs 39(2)(a) and (c).
Consultation required	(2) Before causing a special examination to be carried out, the Minister shall consult with the appropriate provincial Ministers of the participating provinces.
Plan	(3) Before an examiner commences a special examination, the examiner shall survey the systems and practices of the Board or of the subsidiary being examined, as the case may be, and submit a plan to the audit committee for the examination, including a statement of the criteria to be applied in the examination.
Resolution of disagree- ments	(4) Disagreements, if any, between the examiner and the audit committee with respect to a plan referred to in subsection (3) may be resolved by the Minister.
Reliance on internal audit	(5) An examiner shall rely on any internal audit conducted under subsection 39(3), to the extent that the examiner considers that reliance to be practicable.
Report	48. (1) An examiner shall, on completion of the special examination, submit a report on the examiner's findings to the Minister and the appropriate provincial Ministers.
Contents	(2) The report of an examiner shall include
	(a) a statement indicating whether, in the examiner's opinion, with respect to the criteria established under subsection 47(3), there is reasonable assurance that there are no significant deficiencies in the systems and practices examined; and
	(b) a statement of the extent to which the examiner relied on internal audits.
Who conducts examination	49. (1) Subject to subsection (2), a special examination referred to in section 47 shall be carried out by the Board's auditor or, where the Minister has consulted the board of directors and is of the opinion that it is necessary, by an auditor appointed by the Minister.
Sections 43 to 45 apply	(2) Sections 43 to 45 apply in respect of an examiner as though the references in that section to an auditor were references to an examiner.
	REPORTING
	Quarterly Statements
Statements to go to Ministers	50. The Board shall send copies of the quarterly financial statements prepared in accordance with subsection 39(6) to the Minister and the appropriate provincial Ministers within 45 days after the end of the three month period to which it relates.
	Annual Report
Annual report required	51. (1) The Board shall as soon as possible, but in any case within 90 days, after the end of each financial year provide the Minister and the appropriate provincial Ministers with an annual report on the operations of the Board in that year and the Board shall make copies of the report available to the public.
Tabling in Parliament	(2) After receiving the annual report, the Minister shall cause it to be laid before each House of Parliament on any of the next 15 days during which that House is sitting.
Contents	(3) The annual report shall contain
	(a) the financial statements for the previous year prepared as required under section 39;
	(b) the Board's auditor's report for that year prepared as required under section 40;
	(c) a certificate, signed by a director on behalf of the board of directors, stating that the investments of the Board held during that year were in accordance with this Act and the Board's investment policies, standards and procedures;
	(d) a statement of the Board's objectives for that year and a statement on the extent to which the Board met those objectives;
	(e) a statement of the Board's objectives for the next year and for the foreseeable future;
	(f) a statement of the Board's investment policies, standards and procedures; and
	(g) such other information as is required by the regulations.
	PUBLIC MEETINGS
Public meetings	52. (1) The Board shall hold a public meeting once every two years in each participating province to discuss the Board's most recent annual report and to give interested persons an opportunity to comment on it.
Notice of meeting	(2) The Board shall publish a notice of each meeting at least 10 days before the date of the meeting in at least one newspaper of general circulation in the province where the meeting will take place. The notice shall indicate the date, time and place of the meeting and where copies of the Board's most recent annual report can be obtained.
Directors and officers to attend	(3) The Board shall require one or more directors or officers of the Board to be at the meeting to answer questions from the public and shall have copies of the Board's most recent annual report available for distribution at the meeting.
	REGULATIONS
Regulations	53. (1) The Governor in Council may make regulations
	(a) specifying which provisions of the Pension Benefits Standards Act, 1985 and any regulations made under that Act apply to the Board and its subsidiaries and adapting those provisions in the manner that the Governor in Council considers appropriate for the purpose of applying them to the Board and its subsidiaries;
	(b) respecting the investments the Board and its subsidiaries may make; and
	(c) prescribing anything that this Act provides is to be prescribed or is to be determined by regulation.
Application	(2) A regulation made under subsection (1) has no force or effect until the appropriate provincial Minister of each of at least two thirds of the participating provinces having in total not less than two thirds of the population of all of the participating provinces has approved the regulation.
Determi- nation of population	(3) For the purposes of subsection (2), the population of a province at any time in a year in respect of which the determination of the province's population is relevant means the province's population on June 1 of that year, as estimated by the Chief Statistician of Canada.