Bill C-468

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First Reading

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	1st Session, 36th Parliament, 46-47 Elizabeth II, 1997-98-99
	The House of Commons of Canada
	BILL C-468
	An Act to amend the Criminal Code (criminal liability of corporations, directors and officers)
R.S., c. C-46; R.S., cc. 2, 11, 27, 31, 47, 51, 52 (1st Supp.), cc. 1, 24, 27, 35 (2nd Supp.), cc. 10, 19, 30, 34 (3rd Supp.), cc. 1, 23, 29, 30, 31, 32, 40, 42, 50 (4th Supp.); 1989, c. 2; 1990, cc. 15, 16, 17, 44; 1991, cc. 1, 4, 28, 40, 43; 1992, cc. 1, 11, 20, 21, 22, 27, 38, 41, 47, 51; 1993, cc. 7, 25, 28, 34, 37, 40, 45, 46; 1994, cc. 12, 13, 38, 44; 1995, cc. 5, 19, 22, 27, 29, 32, 39, 42; 1996, cc. 7, 8, 16, 19, 31, 34; 1997, cc. 9, 16, 17, 18, 23, 30, 39	Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:
	*1. The Criminal Code* is amended by adding the following after section 467.2:**
	PART XIII.1 - OFFENCES BY CORPORATIONS, DIRECTORS AND OFFICERS
Interpreta- tion	467.3 (1) In this section, ``management of a corporation'' in respect of an act or omission means all or any of
	(a) the one or more persons who, being directors or officers of the corporation are responsible for the direction and control of the part of the activity of the corporation in respect of which the act or omission occurs; and
	(b) the one or more persons to whom the corporation has delegated the day-to-day management of that part of the activity of the corporation.
Corporate offences	(2) Where it is shown that an act or omission has been committed on behalf of a corporation, directly or indirectly by the act or pursuant to the order of one or more of its officers, employees or independent contractors, and
	(a) the act or omission was authorized by the management of the corporation either as a specific authorization of the act or omission, or by following a policy established by or a practice authorized or allowed by the management of the corporation,
	(b) the act or omission was tolerated, condoned or encouraged by the policies or practices established by or permitted to subsist by the management of the corporation, or the management of the corporation could and should have been aware of but was wilfully blind to the act or omission,
	(c) the management of the corporation had allowed the development of a culture or common attitude among its officers and employees that encouraged them to believe that the act or omission would be tolerated, condoned or ignored by the corporation, or
	(d) the management of the corporation, whether or not it knew of the act or omission,
	(i) failed to take steps that a reasonable, prudent and responsible corporation should take so that its officers and employees would know that such acts or omissions, or acts or omissions of the same or a similar nature, were unlawful or forbidden by the corporation, or
	(ii) failed to provide procedures and practices whereby such acts or omissions would come to its notice,
	the corporation is guilty of every offence of which an individual could be found guilty for committing that act or omission.
Penalty	(3) A corporation guilty of an offence under subsection (2) is liable
	(a) on summary conviction to a fine not exceeding $50,000; or
	(b) on indictment to
	(i) a fine not exceeding $1,000,000, or
	(ii) in the case of an offence under section 231 (murder) or section 236 (manslaughter), not exceeding $10,000,000.
Commission and authorization by different persons	(4) For a corporation to be guilty of an offence under subsection (2), it is not necessary to show that the person who committed or ordered the act or omission was or was a part of the management of the corporation involved in the manner described in paragraphs (2)(a) to (d).
Burden of proof	(5) Where it is shown that an act or omission that constitutes an offence was committed or ordered by an officer, employee or independent contractor of the corporation, the onus is on the corporation to show that it was not carried out in the circumstances described in paragraphs (2)(a) to (d).
Directors and officers	467.4 (1) Every one who is a director or officer of a corporation that is guilty of an offence under section 467.3 who
	(a) alone or with others authorized the act or omission that constituted the offence, or
	(b) knew or who ought to have known, as a result of circumstances described in paragraphs 467.3(1)(b), (c) or (d) that the act or omission that constituted the offence was being committed or would or was likely to take place, and failed to take all reasonable steps to prevent its commission, including, in the case where the act or omission was being committed or was authorized, reporting the matter to a peace officer or to an official or agency of government having authority over health or safety at the workplace in question,
	is guilty of an offence and liable on conviction as if committed personally and liable to the same penalty as if the director or officer had committed the act or omission personally.
Factors considered	(2) In determining whether a director or officer of a corporation knew or ought to have known that an act or omission would or would be likely to take place, the court shall consider the experience, qualifications and duties of the director or officer.
Unsafe workplace	467.5 Every corporation that permits, or fails to take all reasonable steps to provide safe working conditions for its employees is guilty of an indictable offence and liable on conviction to a fine of not more than $100,000 for every day on which the unsafe working conditions are shown to have subsisted.
Directors' and officers' liability	467.6 (1) Every one who is a director or officer of a corporation that is guilty of an offence pursuant to section 467.5 who knew or who ought to have known that unsafe working conditions existed is guilty of an indictable offence and liable on conviction to
	(a) a fine of not more than $10,000 for every day on which the unsafe working conditions are shown to have subsisted while the person held the office of officer or director and did not take the steps referred to in paragraph (1)(c); or
	(b) (i) imprisonment for a term of not more than seven years, if the unsafe working conditions do not result in the death of any person, and
	(ii) imprisonment for life, if the unsafe working conditions result in the death of any person,
	or to both fine and imprisonment.
Factors considered	(2) In determining whether a director or officer of a corporation knew or ought to have known of unsafe working conditions, the court shall consider the experience, qualifications and duties of the director or officer.

Bill C-468

BILL C-468