;

Bill C-38

If you have any questions or comments regarding the accessibility of this publication, please contact us at accessible@parl.gc.ca.

First Reading

PDF

	Approvals: Terms, Conditions and Undertakings
Definition of ``approval''	459.2 (1) In this section, ``approval'' includes any consent, order, exemption, extension or other permission granted by the Minister or the Superintendent under this Act, and includes the issuance of letters patent.
Minister - terms, conditions and undertakings	(2) In addition to any other action that may be taken under this Act, the Minister may, in granting an approval, impose such terms and conditions or require such undertaking as the Minister considers necessary, including any terms, conditions or undertaking specified by the Superintendent to maintain or improve the safety and soundness of any financial institution regulated under an Act of Parliament and to which the approval relates or that may be affected by it.
Superintend- ent - terms, conditions and undertakings	(3) In addition to any other action that may be taken under this Act, the Superintendent may, in granting an approval, impose such terms and conditions or require such undertaking as the Superintendent considers necessary.
Effect of non-complian ce on approval	(4) Unless otherwise expressly provided in this Act, a failure to comply with a term or condition or an undertaking imposed or required under any provision of this Act does not invalidate the approval to which the term, condition or undertaking relates.
Non- compliance	(5) In addition to any other action that may be taken under this Act, in case of non-compliance by a person with a term, condition or undertaking imposed or required under any provision of this Act, the Minister or Superintendent, as the case may be, may
	(a) revoke, suspend or amend the approval to which the term, condition or undertaking relates; or
	(b) apply to a court for an order directing the person to comply with the term, condition or undertaking, and on such application the court may so order and make any other order it thinks fit.
Representa- tions	(6) Before taking any action under subsection (5), the Minister or the Superintendent, as the case may be, shall afford the person concerned a reasonable opportunity to make representations.
Revocation, suspension or amendment	(7) At the request of the person concerned, the Minister or the Superintendent, as the case may be, may revoke, suspend or amend any terms or conditions imposed by him or her or may revoke or suspend an undertaking given to him or her or approve its amendment.
	327. The Act is amended by adding the following after section 461:
	Applications to Superintendent
Content of applications	461.1 (1) The following applications to the Superintendent must contain the information, material and evidence that the Superintendent may require:
	(a) applications for approval under subsection 74(1), 80(2), 82(4), 87(1), 177(1), 221(2), 385(1), 390(6), 393(1) or (2) or 406(1), subparagraph 411(2)(a)(iv), section 414 or subsection 418(3) or (3.1);
	(b) applications for consent under subsection 79(1);
	(c) applications for exemptions under subsection 166.05(3) or 242(1); and
	(d) applications for extensions of time under subsection 393(3) or (5), 394(4) or 395(4).
Receipt	(2) Without delay after receiving the application, the Superintendent shall send a receipt to the applicant certifying the date on which it was received.
Notice of decision to applicant	(3) Subject to subsection (4), the Superintendent shall, within a period of thirty days after the receipt of the application, send to the applicant
	(a) a notice approving the application, subject to any terms and conditions that the Superintendent considers appropriate; or
	(b) if the Superintendent is not satisfied that it should be approved, a notice to that effect.
Extension of period	(4) If the Superintendent is unable to complete the consideration of the application within the period referred to in subsection (3), the Superintendent shall, within that period, send a notice to the applicant informing the applicant that the Superintendent has extended the period for a further period set out in the notice.
Deemed approval	(5) If the applicant does not receive the notice required by subsection (3) and, where applicable, subsection (4), within the required period, the Superintendent is deemed to have approved the application and granted the approval, consent, extension or exemption to which the application relates, regardless of whether the approval, consent, extension or exemption is to be in writing or not.
	328. Section 463 of the Act is amended by striking out the word ``and'' at the end of paragraph (i) and by adding the following after paragraph (i):
	(i.1) respecting the determination of the equity of an association;
	(i.2) respecting persons who are a related party to a retail association; and
	329. The Act is amended by adding the following after section 467:
Limitation period	467.1 (1) Proceedings by way of summary conviction in respect of an offence under a provision of this Act may be commenced at any time within, but not later than, two years after the day on which the subject-matter of the proceedings became known, in the case of an offence under a consumer provision, to the Commissioner and, in any other case, to the Superintendent.
Certificate of Superinten- dent or Commissioner	(2) A document appearing to have been issued by the Superintendent or Commissioner, as the case may be, certifying the day on which the subject-matter of any proceedings became known to the Superintendent or Commissioner is admissible in evidence without proof of the signature or official character of the person appearing to have signed it and is, in the absence of evidence to the contrary, proof of the matter asserted in it.
	330. Section 469 of the Act is replaced by the following:
Compliance or restraining order	469. (1) If an association or any director, officer, employee or agent of an association does not comply with any provision of this Act or the regulations other than a consumer provision , or of the incorporating instrument or any by-law of the association, the Superintendent, any complainant or any creditor of the association may, in addition to any other right that that person has, apply to a court for an order directing the association, director, officer, employee or agent to comply with - or restraining the association, director, officer, employee or agent from acting in breach of - the provision and, on the application, the court may so order and make any further order it thinks fit.
Compliance or restraining order - consumer provisions	(2) If a retail association or any director, officer, employee or agent of a retail association does not comply with any applicable consumer provision, the Commissioner or any complainant may, in addition to any other right that that person has, apply to a court for an order directing the retail association, director, officer, employee or agent to comply with - or restraining the retail association, director, officer, employee or agent from acting in breach of - the consumer provision and, on the application, the court may so order and make any further order it thinks fit.
1997, c. 15, s. 163	331. Paragraph 474(1)(d) of the Act is replaced by the following:
	(d) Parts IX to XV and XVII, other than subsection 375(3), section 375.1 and paragraph 442(1.1)(g) ,
Bill C-23	*332. If Bill C-23, introduced in the 2nd session of the 36th Parliament and entitled the Modernization of Benefits and Obligations Act* (``that Act''), receives royal assent, then**
	(a) on the later of the coming into force of paragraph 86(a) of that Act and subsection 303(3) of this Act, paragraph 410(1.1)(c) of the Cooperative Credit Associations Act is replaced by the following:
	(c) the spouse or common-law partner, or a child who is less than eighteen years of age, of a person referred to in paragraph (a) or (b);
	(b) on the later of the coming into force of paragraph 86(b) of that Act and subsection 308(1) of this Act, subparagraph 420(1)(a)(ii) of the English version of the Cooperative Credit Associations Act is replaced by the following:
	(ii) the spouse or common-law partner, or a child who is less than eighteen years of age, of a director or senior officer of the association or of an entity that controls the association; or
	(c) on the later of the coming into force of paragraph 86(c) of that Act and subsection 308(2) of this Act, subparagraph 420(1)(b)(ii) of the English version of the Cooperative Credit Associations Act is replaced by the following:
	(ii) the spouse or common-law partner, or a child who is less than eighteen years of age, of a director or senior officer of the association or of an entity that controls the association.
	(d) on the later of the coming into force of section 84 of that Act and subsection 308(4) of this Act, subsections 420(4.1) and (5) of the Cooperative Credit Associations Act are replaced by the following:
Preferred terms - loan to spouse or common-law partner of senior officer	(4.1) Despite section 425, an association may make a loan referred to in paragraph 415(b) to the spouse or common-law partner of a senior officer of the association on terms and conditions more favourable than market terms and conditions, as defined in subsection 425(2), by the association if those terms and conditions have been approved by the conduct review committee of the association.
Preferred terms - other financial services	(5) Despite section 425, an association may offer financial services, other than loans or guarantees, to a senior officer of the association, or to the spouse or common-law partner, or to a child who is less than eighteen years of age, of a senior officer of the association, on terms and conditions more favourable than market terms and conditions, as defined in subsection 425(2), if
	(a) the financial services are offered by the association to employees of the association on those favourable terms and conditions; and
	(b) the conduct review committee of the association has approved the practice of making those financial services available on those favourable terms and conditions to senior officers of the association or to the spouses or the common-law partner, or to the children under eighteen years of age, of senior officers of the association.
1992, c. 56	Green Shield Canada Act
1997, c. 15, s. 164(1)	*333. (1) The portion of subsection 17(1) of the Green Shield Canada Act* before paragraph (a) is replaced by the following:**
Application of the Insurance Companies Act	17. (1) Subject to any other provision of this Act, the following provisions of the Insurance Companies Act as amended or enacted by An Act to establish the Financial Consumer Agency of Canada and to amend certain Acts in relation to financial institutions , enacted during the second session of the thirty-sixth Parliament, together with any regulations made under or for the purposes of those provisions, apply to the Association, with such modifications as the circumstances require:
1997, c. 15, s. 164(2)	(2) Paragraph 17(1)(e) of the Act is replaced by the following:
	(e) sections 160 to 162, paragraphs 165(a) to (e), (h) and (i), sections 166 and 167, subsection 168(1), sections 170 to 172, subsections 174(1) and (3) to (6), 174(7) (excepting therefrom the reference to subsection 173(4)) and 175(1) and (4), sections 177 and 189 to 194, subsection 195(1), sections 196, 202 and 203, subsections 204(1) and (2), paragraphs 204(3)(a) to (c), subsections 204(4) to (6), sections 205 and 206, paragraphs 207(a), (b), (c), (f) , (h) and (i), sections 208 to 215, paragraphs 216(2)(d) and (e), subsections 217(1) and (2), paragraphs 217(3)(a) and (c), sections 218 to 223, 244, 254 to 256 and 260, subsections 261(1) and (2) and 262(1) to (6), sections 266 to 268, paragraphs 269(a) and (b), sections 270, 278, 279 and 330, subsections 331(1) and (2), paragraphs 331(3)(b) and (c), subsections 331(4) and (6) , sections 332 to 357 and 359.1 to 380, paragraph 381(1)(a), subsection 381(2) and sections 382 to 406 of Part VI;
	(3) Paragraph 17(1)(f) of the Act is replaced by the following:
	(f) subsection 441(3) and sections 448, 450, 465 to 472 and 476 to 478 of Part VIII;
	(f.1) paragraphs 165(2)(f) and (g) of Part VI and sections 479 to 489 and 489.2 of Part VIII;
	(4) Paragraphs 17(1)(h) and (i) of the Act are replaced by the following:
	(h) sections 515 to 517 of Part X; and
	(i) Part XI, except sections 528.1 to 528.3, and Parts XV, XVI, XVIII and XIX.
	334. Subsection 17(2) of the Act is amended by adding the following after paragraph (l):
	(l.1) a reference to a consumer provision shall be deemed to be a reference to a provision referred to in paragraph (e) of the definition ``consumer provision'' in section 2 of the Financial Consumer Agency of Canada Act;
1991, c. 47	Insurance Companies Act
1996, c. 6, s. 66	*335. (1) Paragraph (a) of the definition ``provincial company'' in subsection 2(1) of the Insurance Companies Act* is repealed.**
1996, c. 6, s. 66	(2) The definitions ``annual statement'', ``central securities register'' or ``securities register'', ``head office'', ``incorporator'', ``recorded address'', ``regulatory capital'', ``subsidiary'' and ``total assets'' in subsection 2(1) of the Act are replaced by the following:
``annual statement'' « rapport annuel »	``annual statement'', in relation to a company , means the annual financial statement of the company within the meaning of paragraph 331(1)(a) and, in relation to an insurance holding company, means the annual financial statement of the insurance holding company within the meaning of paragraph 887(1)(a);
``central securities register'' or ``securities register'' « registre central des valeurs mobilières » ou « registre des valeurs mobilières »	``central securities register'' or ``securities register'', in relation to a company or an insurance holding company , means the register referred to in section 271;
``head office'' « siège »	``head office'' means
	(a) in relation to a company , the office required to be maintained by the company under section 260,
	(b) in relation to a society, the office required to be maintained by the society under section 544, and
	(c) in relation to an insurance holding company, the office required to be maintained by the insurance holding company under section 868;
``incorpo- rator'' « fondateur »	``incorporator'', in relation to a company or an insurance holding company , means a person who applied for letters patent to incorporate the company or insurance holding company, as the case may be ;
``recorded address'' « adresse enregistrée »	``recorded address'' means
	(a) in relation to a person who is a shareholder of a company or an insurance holding company , the latest postal address of the person according to the central securities register of the company or the insurance holding company, as the case may be , and
	(b) in relation to a person in any other respect, the latest postal address of the person according to the records of the company or insurance holding company ;
``regulatory capital'' « capital réglementai- re »	``regulatory capital'', in respect of a company, a society, a provincial company or an insurance holding company , has the meaning given that expression by the regulations;
``subsidia- ry'' « filiale »	``subsidiary'' means an entity that is a subsidiary of another entity within the meaning of section 5;
``total assets'' « actif total »	``total assets'', in respect of a company, society, provincial company or insurance holding company , has the meaning given that expression by the regulations;
	(3) Paragraph (c) of the definition ``complainant'' in subsection 2(1) of the Act is replaced by the following:
	(c) any other person who, in the discretion of a court, is a proper person to make an application under section 371, 375 or 1031 ;
1991, c. 48, par. 495(1)(a)	(4) Paragraph (d) of the definition ``financial institution'' in subsection 2(1) of the Act is replaced by the following:
	(d) an association incorporated or formed under the Cooperative Credit Associations Act or a central cooperative credit society for which an order has been made under subsection 473(1) of that Act,
	(5) Subsection 2(1) of the Act is amended by adding the following in alphabetical order:
``Agency'' « Agence »	``Agency'' means the Financial Consumer Agency of Canada established under section 3 of the Financial Consumer Agency of Canada Act;
``bank holding company'' « société de portefeuille bancaire »	``bank holding company'' means a body corporate that is incorporated or formed under Part XV of the Bank Act;

Bill C-38

Approvals: Terms, Conditions and Undertakings

Applications to Superintendent

Green Shield Canada Act

Insurance Companies Act