Bill C-38

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First Reading

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	(g) the impact of any integration of the businesses and operations of the applicant or applicants with those of the company on the conduct of those businesses and operations; and
	(h) the best interests of the financial system in Canada.
Exception	(1.1) The Minister shall take into account only paragraph (1)(d) if the application is in respect of a transaction that would result in the applicant or applicants holding
	(a) more than 10 per cent but less than 20 per cent of any class of the outstanding voting shares of a converted company in respect of which subsection 407(4) applies or of a company to which subsection 407(5) applies; or
	(b) more than 10 per cent but less than 30 per cent of any class of non-voting shares of such a converted company or company.
	398. Section 421 of the Act is replaced by the following:
Terms and conditions	421. The Minister may impose any terms and conditions in respect of an approval given under this Part that the Minister considers necessary to ensure compliance with any provision of this Act.
	399. (1) Subsection 422(1) of the Act is replaced by the following:
Certifying receipt of application	422. (1) If , in the opinion of the Superintendent, an application filed under this Part contains all the required information, the Superintendent shall without delay refer the application to the Minister and send a receipt to the applicant certifying the date on which the completed application was received by the Superintendent.
	(2) Subsection 422(2) of the English version of the Act is replaced by the following:
Incomplete application	(2) If , in the opinion of the Superintendent, an application filed under this Part is incomplete, the Superintendent shall send a notice to the applicant specifying the information required by the Superintendent to complete the application.
1996, c. 6, s. 78	400. (1) The portion of subsection 432(1) of the Act before paragraph (a) is replaced by the following:
Disposition of shareholdings	432. (1) If , with respect to any company, a person contravenes subsection 407(1), (4), (9), (11) or (15) or section 407.03, 407.1 or 407.2 or fails to comply with an undertaking referred to in subsection 416(2) or with any term or condition imposed under section 421, the Minister may, if the Minister considers it in the public interest to do so, by order, direct that person and any person controlled by that person to dispose of any number of shares of the bank beneficially owned by any of those persons that the Minister specifies in the order, within the time specified in the order and in the proportion, if any, as between the person and the persons controlled by that person that is specified in the order.
	(2) Subsections 432(3) and (4) of the Act are replaced by the following:
Appeal	(3) Any person with respect to whom a direction has been made under subsection (1) may, within thirty days after the date of the direction, appeal the matter in accordance with section 1020 .
1997, c. 15, s. 247	401. (1) The portion of subsection 441(1) of the Act before paragraph (e) is replaced by the following:
Additional activities	441. (1) In addition, a company may
	(a) act as an agent for vendors, purchasers, mortgagors, mortgagees, lessors or lessees of real property and provide consulting or appraisal services in respect of real property;
	(b) hold, manage and otherwise deal with real property;
	(c) provide information processing services in Canada that the company has developed for its own use and that are an integral part of the company's operations to entities in which the company has a substantial investment that do not provide information processing services to other entities;
	(d) outside Canada, or with the prior written approval of the Minister, in Canada, engage in any of the following activities, namely,
	(i) collecting, manipulating and transmitting
	(A) information that is primarily financial or economic in nature,
	(B) information that relates to the business of a permitted entity, as defined in subsection 490(1), or
	(C) any other prescribed information,
	(ii) providing advisory or other services in the design, development or implementation of information management systems,
	(iii) designing, developing or marketing computer software, and
	(iv) designing, developing, manufacturing or selling, as an ancillary activity to any activity referred to in any of subparagraphs (i) to (iii) that the company is engaging in, computer equipment integral to the provision of information services related to the business of financial institutions or to the provision of financial services;
	(d.1) with the prior written approval of the Minister, develop, design, hold, manage or otherwise deal with data transmission systems, information sites, communication devices or information platforms or portals that are used
	(i) to provide information that is primarily financial or economic in nature,
	(ii) to provide information that relates to the business of a permitted entity, as defined in subsection 490(1), or
	(iii) for a prescribed purpose or in prescribed circumstances;
1997, c. 15, s. 247(4)	(2) Subsection 441(1.1) of the Act is replaced by the following:
Additional activities - life companies	(1.1) A life company may engage under prescribed terms and conditions, if any are prescribed, in specialized business management or advisory services.
1997, c. 15, s. 247(5)	(3) Paragraphs 441(4)(a) and (b) of the Act are replaced by the following:
	(a) respecting what a company may or may not do with respect to the carrying on of the activities referred to in any of paragraphs (1)(d) and (d.1) and subsection (1.1); and
	(b) imposing terms and conditions in respect of
	(i) the provision of services referred to in paragraphs (1)(a) and 440(2)(b), and
	(ii) the carrying on of the activities referred to in any of paragraphs (1)(d) and (d.1) and subsection (1.1).
	401.1 Paragraph 442(1)(a) of the Act is replaced by the following:
	(a) act as agent for any person in respect of the provision of any service that is provided by a financial institution, a permitted entity as defined in subsection 490(1) or a prescribed entity;
	402. Section 470 of the Act is replaced by the following:
Policies re security interests	470. (1) The directors of a company shall establish and the company shall adhere to policies regarding the creation of security interests in property of the company to secure obligations of the company and the acquisition by the company of beneficial interests in property that is subject to security interests.
Order to amend policies	(2) The Superintendent may, by order, direct a company to amend its policies as specified in the order.
Compliance	(3) A company shall comply with an order made under subsection (2) within the time specified in the order.
Regulations and guidelines	470.1 The Governor in Council may make regulations and the Superintendent may make guidelines respecting the creation by a company of security interests in its property to secure obligations of the company and the acquisition by the company of beneficial interests in property that is subject to security interests.
Exception	470.2 Sections 470 and 470.1 do not apply in respect of a security interest created by a company to secure an obligation of the company to the Bank of Canada.
	403. Subsection 472(1) of the Act is replaced by the following:
Restriction on partnerships	472. (1) Except with the approval of the Superintendent, a company may not be a general partner in a limited partnership or a partner in a general partnership.
	404. (1) The portion of subsection 474(1) of the Act before paragraph (a) is replaced by the following:
Restriction on guarantees	474. (1) A life company shall not guarantee on behalf of any person the payment or repayment of any sum of money unless
1997, c. 15, s. 254	(2) Subsection 474(2) of the French version of the Act is replaced by the following:
Exception	(2) Dans les cas où la personne visée au paragraphe (1) est une filiale de la société garante, celle-ci peut garantir une somme qui n'est pas fixe.
	405. Section 475 of the Act is replaced by the following:
Restriction on leasing	475. A life company shall not engage in Canada in any personal property leasing activity in which a financial leasing entity , within the meaning of subsection 490(1), is not permitted to engage.
1997, c. 15, s. 255	406. Subsection 477(1) of the Act is replaced by the following:
Restriction on guarantees	477. (1) A property and casualty company shall not guarantee on behalf of any person the payment or repayment of any sum of money unless the person on whose behalf the company has undertaken to guarantee the payment or repayment is a subsidiary of the company and has an unqualified obligation to reimburse the company for the full amount of the payment or repayment to be guaranteed.
	407. Section 479 of the Act, as enacted by section 256 of An Act to amend certain laws relating to financial institutions, being chapter 15 of the Statutes of Canada, 1997, is replaced by the following:
Definition of ``cost of borrowing''	479. For the purposes of this section and sections 479.1 to 487, ``cost of borrowing'' means, in respect of a loan or an advance on the security or against the cash surrender value of a policy made by a company,
	(a) the interest or discount applicable to the loan or advance;
	(b) any amount charged in connection with the loan or advance that is payable by the borrower to the company; and
	(c) any charge prescribed to be included in the cost of borrowing.
	For those purposes, however, ``cost of borrowing'' does not include any charge prescribed to be excluded from the cost of borrowing.
	408. (1) Sections 486 and 487 of the Act are replaced by the following:
	Complaints
Procedures for dealing with complaints	486. (1) A company shall
	(a) establish procedures for dealing with complaints made by persons having requested or received products or services in Canada from the company ;
	(b) designate an officer or employee of the company to be responsible for implementing those procedures; and
	(c) designate one or more officers or employees of the company to receive and deal with those complaints.
Procedures to be filed with Commissioner	(2) A company shall file with the Commissioner a copy of its procedures established under paragraph (1)(a) .
Obligation to be member of complaints body	486.1 In any province, if there is no law of the province that makes a company subject to the jurisdiction of an organization that deals with complaints made by persons having requested or received products or services in the province from a company, the company shall be a member of an organization that is not controlled by it and that deals with those complaints that have not been resolved to the satisfaction of the persons under procedures established by companies under paragraph 486(1)(a).
Information on contacting Agency	487. (1) A company shall, in the prescribed manner, provide a person requesting or receiving a product or service from it with prescribed information on how to contact the Agency if the person has a complaint about an arrangement referred to in subsection 482(3), a payment, credit or charge card , the disclosure of or manner of calculating the cost of borrowing in respect of a loan or an advance on the security or against the cash surrender value of a policy, or about any other obligation of the company under a consumer provision.
Report	(2) The Commissioner shall prepare a report, to be included in the report referred to in section 34 of the Financial Consumer Agency of Canada Act , respecting
	(a) procedures for dealing with complaints established by companies pursuant to paragraph 486(1)(a); and
	(b) the number and nature of complaints that have been brought to the attention of the Agency by persons who have requested or received a product or service from a company .
	(2) If this section comes into force before paragraph 486(1)(a) and subsection 487(1) of the Act, as enacted, respectively, by sections 260 and 261 of An Act to amend certain laws relating to financial institutions, being chapter 15 of the Statutes of Canada, 1997, come into force, then sections 260 and 261 of that Act are repealed.
	409. The Act is amended by adding the following after section 489:
Public accountability statements	489.1 (1) A company with equity of $1 billion or more shall, in accordance with regulations made under subsection (4), annually publish a statement describing the contribution of the company and its prescribed affiliates to the Canadian economy and society.
Filing	(2) A company shall, in the manner and at the time prescribed, file a copy of the statement with the Commissioner.
Provision of statement to public	(3) A company shall, in the manner and at the time prescribed, disclose the statement to its customers and to the public.
Regulations	(4) The Governor in Council may make regulations prescribing
	(a) the name, contents and form of a statement referred to in subsection (1) and the time in which it must be prepared;
	(b) affiliates of a company referred to in subsection (1);
	(c) the manner and time in which a statement must be filed under subsection (2); and
	(d) the manner and time in which a statement mentioned in subsection (3) is to be disclosed, respectively, to a company's customers and to the public.
Regulations re disclosure	489.2 The Governor in Council may, subject to any other provisions of this Act relating to the disclosure of information, make regulations respecting the disclosure of information by companies or any prescribed class of companies, including regulations respecting
	(a) the information that must be disclosed, including information relating to
	(i) any product or service or prescribed class of products or services offered by them,
	(ii) any of their policies, procedures or practices relating to the offer by them of any product or service or prescribed class of products or services,
	(iii) anything they are required to do or to refrain from doing under a consumer provision, and

Bill C-38

Complaints