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Bill C-9

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	Financial Management
Public to get financial statements	84. (1) A not-for-profit corporation shall make available for inspection by the public, at its principal place of business during normal business hours at least thirty days before the meeting, its audited annual financial statements that deal with its activities in respect of the operation of the Seaway for the preceding fiscal year.
Contents	(2) The financial statements shall be prepared in accordance with generally accepted accounting principles and consist of at least the following:
	(a) a balance sheet;
	(b) a statement of retained earnings;
	(c) an income statement; and
	(d) a statement of changes in financial position.
Remunera- tion	(3) The total remuneration that each director or officer receives in a year from the corporation, including any fee, allowance or other benefit, shall be set out in the annual financial statements for that year.
Regulations	(4) The Governor in Council may make regulations in respect of the preparation, form and content of the documents referred to in paragraphs (2)(a) to (d) and the information referred to in subsection (3).
Books and systems	85. (1) A not-for-profit corporation shall, in respect of its activities in respect of the operation of the Seaway, ensure that
	(a) books of account and accounting records are kept; and
	(b) financial and management control and information systems and management practices are maintained.
Keeping of books	(2) The books, records, systems and practices shall be kept and maintained in a manner that will provide reasonable assurance that
	(a) the assets of the Seaway managed by the corporation are safeguarded and controlled;
	(b) the transactions of the corporation in relation to the Seaway are in accordance with this Part; and
	(c) the financial, human and physical resources of the corporation in relation to the Seaway are managed economically and efficiently and the operations of the Seaway are carried out effectively.
Audit	86. The Minister may appoint an auditor to audit the books of account and accounting records referred to in subsection 85(1) to ensure compliance with the agreement.
	Special Examinations
Special examinations	87. (1) A not-for-profit corporation shall have a special examination carried out to determine whether the books, records, systems and practices referred to in subsection 85(1) were, in the period under examination, maintained in a manner that provided reasonable assurance that they met the requirements of subsection 85(2).
Time for examination	(2) A special examination shall be carried out at least once every five years and at any additional times that the Minister may require.
Plan	(3) Before beginning a special examination, the examiner shall survey the systems and practices of the corporation in relation to the operation of the Seaway and submit a plan for the examination, including a statement of the criteria to be applied, to the corporation and, in the case where the Minister has required the special examination to be carried out, to the Minister.
Resolution of disagree- ments	(4) Any disagreement between the examiner and the corporation with respect to the plan is to be resolved by the Minister.
Reliance on internal audit	(5) The examiner shall, to the extent the examiner considers it feasible, rely on an internal audit carried out by the corporation in relation to the operation of the Seaway.
Report	88. (1) The examiner shall, on completion of the special examination, submit a report of the findings to the Minister and to the corporation.
Contents	(2) The examiner's report shall include
	(a) a statement as to whether in the examiner's opinion, with respect to the criteria established under subsection 87(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.
Notice of report	(3) A not-for-profit corporation shall, as soon as is practicable after receiving the report, have notice of the report published in a major newspaper published or distributed in each city mentioned in the agreement.
Report available to public	(4) The corporation shall make the report available for inspection by the public at its principal place of business during normal business hours.
Examiner - other qualified auditor	89. Where, in the opinion of the Minister, someone other than the special examiner chosen by a not-for-profit corporation should carry out a special examination, the Minister may, after consulting with the corporation, appoint another auditor and may, after again consulting with the corporation, remove that auditor at any time.
	Property
Federal Real Property Act	90. For the purposes of the Federal Real Property Act, the Minister or other member of the Queen's Privy Council for Canada to whom federal real property is transferred under subsection 80(1) or (2) has the administration of the property.
Powers re property of Her Majesty	91. (1) Where an agreement entered into under subsection 80(5) so provides, the person who has entered into the agreement
	(a) need not pay compensation in respect of the use of the property that is owned by Her Majesty and managed by the person;
	(b) may, notwithstanding the Financial Administration Act, retain and use the revenue received in respect of the property for the purpose of operating the Seaway;
	(c) may lease the property under the person's management and grant licences in respect of it;
	(d) shall undertake and defend any legal proceedings with respect to the management of the property; and
	(e) shall discharge all obligations with respect to the management of the property.
Legal proceedings	(2) A civil, criminal or administrative action or proceeding with respect to federal real property that a person who has entered into an agreement under subsection 80(5) manages, or any property that it holds, or with respect to any act or omission occurring on the property, shall be taken by or against the person and not the Crown.
Federal Real Property Act does not apply	(3) The Federal Real Property Act, other than section 12, does not apply to a lease or licence referred to in paragraph (1)(c).
Application of provincial law	(4) A lease or licence may be effected by any instrument by which real property may be leased or a licence may be granted by a private person under the laws in force in the province in which the property is situated.
No pledge of property	(5) A person who has entered into an agreement under subsection 80(5) may not mortgage, hypothecate, pledge or otherwise create a security interest in the property the person manages under that agreement in any way other than, where the agreement so provides, to pledge its revenues for the term of the agreement.
	Fees
Fees	92. (1) Where an agreement under subsection 80(5) so provides and subject to subsection (2), the person who has entered into the agreement may fix fees that
	(a) are for the use of any property under the person's management, any service that the person provides or any right or privilege that the person confers; and
	(b) take into account the obligations of the person under the agreement and the aim to provide a revenue sufficient to cover the costs of the management, maintenance and operation of the property and the maintenance of a capital and operating reserve fund.
Fees by international agreement	(2) Where an agreement in respect of fees is entered into by Canada and the United States and is in force, the person who has entered into an agreement under subsection 80(5) shall charge the fees fixed under the international agreement in accordance with the directions of the Governor in Council.
Coming into force of fees	(3) The tariffs of tolls established by the Authority under section 16 of the St. Lawrence Seaway Authority Act continue in force until they are repealed by the person who has entered into an agreement under subsection 80(5) and no fee fixed by the person under subsection (1) shall come into force until that repeal.
Discrimina- tion among users	93. (1) A person who has entered into an agreement under subsection 80(5) shall not unjustly discriminate among users or classes of users of the Seaway, give an undue or unreasonable preference to any user or class of user or subject any user or class of user to an undue or unreasonable disadvantage with respect to the Seaway.
Exception re commercially acceptable discrimi- nation	(2) It is not unjust discrimination and it is not an undue nor an unreasonable preference or disadvantage to differentiate among users or classes of users on the basis of the volume or value of goods shipped or on any other basis that is generally commercially accepted.
Notice of fees	94. (1) A notice setting out the fees fixed under subsection 92(1) shall be filed with the Agency and the fees may be charged from the date of filing.
Complaints	(2) Any interested person may at any time file a complaint with the Agency that there is unjust discrimination in a fee referred to in subsection (1), and the Agency shall consider the complaint without delay and report its findings to the Minister or to the person who fixed the fee, as the case may be, and they shall govern themselves accordingly.
Governor in Council may vary or rescind	(3) Section 40 of the Canada Transportation Act applies, with such modifications as the circumstances require, to every report of the Agency made under subsection (2) as if the report were a decision made pursuant to that Act.
	Official Languages Act
Official Languages Act	95. The Official Languages Act applies, in respect of the management of properties and undertakings that are the subject of an agreement entered into under subsection 80(5), to the person who has entered into the agreement as if the person were a federal institution within the meaning of that Act.
	Dissolution
Dissolution of Authority	96. (1) The Authority is dissolved on the date fixed by the Governor in Council and all its assets and obligations devolve to Her Majesty in right of Canada under the administration of the Minister.
Shares of subsidiary companies	(2) On the dissolution of the Authority,
	(a) all the shares of its subsidiaries are transferred to, and held by, the Minister on behalf of Her Majesty in right of Canada;
	(b) the subsidiaries shall take all necessary steps to ensure that their shareholder records are brought up to date in regard to the transfer; and
	(c) the Minister becomes the appropriate minister for the purposes of the Financial Administration Act.
Consequences for former directors	(3) The directors of the Authority and of its subsidiaries, other than the Great Lakes Pilotage Authority, Ltd., cease to hold office on the date fixed under subsection (1).
Consequences for officers	(4) Neither the Minister nor a person who has entered into an agreement under subsection 80(5) is bound by any severance agreement entered into between the Authority or any of its subsidiaries and any of their officers after December 1, 1995.
Location of Authority	97. (1) Until the dissolution of the Authority by virtue of section 96, the Corporate Services of the Authority shall be located in Cornwall, Ontario.
Location of head office	(2) A not-for-profit corporation shall maintain its head office, including Corporate Services in respect of its Seaway operations, at Cornwall, Ontario.
	Regulations
Regulations	98. (1) The Governor in Council may make regulations for the management, control, development and use of the Seaway and property and undertakings in connection with the Seaway, including regulations respecting
	(a) the navigation and use by ships of the navigable waters of the Seaway, including the mooring, berthing and loading and unloading of ships and equipment for the loading and unloading of ships;
	(b) the use and environmental protection of the Seaway or any land used in connection with the Seaway, including the regulation or prohibition of equipment, structures, works and operations;
	(c) the removal, destruction or disposal of any ship, part of a ship, structure, work or other thing that interferes with navigation in the Seaway and the provision for the recovery of the costs incurred;
	(d) the maintenance of order and the safety of persons and property in the Seaway or on any land used in connection with the Seaway;
	(e) the regulation of persons, vehicles or aircraft in the Seaway or on any land used in connection with the Seaway;
	(f) the regulation or prohibition of the excavation, removal or deposit of material or of any other action that is likely to affect in any way the navigability or operation of the Seaway or to affect any of the lands adjacent to the Seaway; and
	(g) the regulation or prohibition of the transportation, handling or storing in the Seaway, or on any land used in connection with the Seaway, of explosives or other substances that, in the opinion of the Governor in Council, constitute or are likely to constitute a danger or hazard to life or property.
Application to Crown	(2) A regulation made under subsection (1) may be made binding on Her Majesty in right of Canada or a province.
Deeming provision	(3 ) Regulations made by the Authority under section 20 of the St. Lawrence Seaway Authority Act are, to the extent that they are compatible with this Act, deemed to have been made by the Governor in Council under this section.

Bill C-9

Financial Management

Special Examinations

Property

Fees

Official Languages Act

Dissolution

Regulations