Bill C-78
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Chairperson |
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Chairperson
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14. (1) The Governor in Council shall, on
the recommendation of the Minister after the
Minister has consulted with the board of
directors, the Minister of National Defence
and the Solicitor General of Canada, designate
one of the directors as Chairperson to hold
office during good behaviour.
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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 the powers and perform the duties
and functions that are specified by the board
of directors.
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Replacement
of
Chairperson
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(4) If 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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Incapacity of
Chairperson
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(5) If the Chairperson is incapable of
performing his or her duties or there is a
vacancy in the office of Chairperson, the
Minister may designate another director to
exercise the powers and perform the duties
and functions of the Chairperson.
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Remunera- tion of Chairperson
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(6) The Chairperson is entitled to receive
from the Board the remuneration that may be
fixed by the by-laws, which remuneration
shall be fixed having regard to the
remuneration 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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15. (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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Standard |
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Obligation
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16. (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 he or she relies in good faith on
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Duty to
comply
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17. (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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Directors' and
officers'
insurance
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18. (1) The Board may purchase and
maintain insurance for the benefit of 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 - and the personal
representatives of that person - against any
liability incurred by the person in that capacity
unless the liability relates to a failure to act
honestly and in good faith.
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If no
insurance
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(2) If the Board does not purchase and
maintain insurance under subsection (1), the
Board shall indemnify each person referred to
in that subsection, out of the funds, against any
liability incurred by the person in that
capacity, so long as the person acted honestly
and in good faith.
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Decisions of Board of Directors |
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Decisions
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19. Apart from the meeting required by
section 49, the board of directors, or any
committee of the board of directors, need not
have any meetings unless required to do so by
the by-laws. It shall make decisions by
majority vote of a quorum of members, either
in person or otherwise, in accordance with the
by-laws.
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Conflicts of Interest |
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Disclosure of
director's
interest
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20. (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, as prescribed,
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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 not null,
void or 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) If 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
``transaction''
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(9) In this section, ``transaction'' includes a
contract, a guarantee and an investment.
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General |
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No
constructive
notice
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21. No person dealing with the Board or
with any person who has acquired rights from
the Board is deemed to have notice or
knowledge of the contents of a document,
other than an Act of Parliament or any
instrument required to be published in the
Canada Gazette pursuant to the Statutory
Instruments Act, concerning the Board by
reason only that the document is available at
the head office of the Board or has been made
public.
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Validity of
acts
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22. An act of the Chairperson or other
director of the Board, or of the chief executive
officer or other officer of the Board, is not
invalid by reason only of an irregularity in that
person's appointment or a defect in that
person's qualifications.
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Assertions
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23. The Board may not assert against a
person dealing with the Board - or with a
person who has acquired rights from the
Board - other than one who has knowledge
that the facts asserted are true
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BY-LAWS |
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By-laws
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24. (1) The board of directors may make
by-laws that are consistent with this Act to
govern the conduct and management of the
Board's business and affairs, including
by-laws
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Effective date
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(2) A by-law is effective as soon as it is
made or on a later date that may be stated in
the by-law to be its effective date.
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Copy to
ministers
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25. (1) The board of directors shall provide
a copy of every by-law and every amendment
to or repeal of any by-law to the Minister, the
Minister of National Defence and the Solicitor
General of Canada within 14 days after its
effective date.
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By-laws
available to
the public
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(2) A copy of every by-law shall be kept at
the head office of the Board. Anyone is
entitled, during the usual business hours of the
Board, to examine the by-laws and, on
payment of a reasonable fee, to make copies
of or take extracts from them.
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Statutory
Instruments
Act does not
apply
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26. The Statutory Instruments Act does not
apply in respect of by-laws.
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COMMITTEES |
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Establishment |
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Audit and
investment
committees
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27. (1) The board of directors shall establish
an audit committee and an investment
committee.
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Other
committees
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(2) The board of directors may establish the
other committees that it considers necessary
and assign to them the duties that it considers
appropriate.
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Audit Committee |
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Duties of
audit
committee
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28. The audit committee shall
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Audit
committee
may request
consideration
of matters
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29. The board of directors shall consider, on
request of the audit committee, a matter of
concern to the committee.
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Auditor's
right to attend
meetings
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30. (1) The Board's auditor is entitled to
receive notice of and to attend meetings of the
board of directors and meetings of the audit
committee, at the Board's expense, and to be
heard at those meetings on matters relating to
the auditor's duties.
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Rights if no
meeting
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(2) If the board of directors or the audit
committee proposes to make a decision with
respect to matters referred to in subsection (1)
without holding a meeting, the auditor is
entitled to notice of a proposed decision to be
made by the board or the committee and the
proposed decision shall not be made until the
auditor has been given the opportunity to
make submissions on the matter in writing, in
accordance with the by-laws.
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Requiring
auditor's
attendance
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(3) The Board's auditor shall attend
meetings of the audit committee, if requested
to do so by a member of the audit
committee - and shall attend meetings of the
board of directors, if requested to do so by a
director - at the Board's expense.
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