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Bill C-38

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REGULATIONS

Regulations

32. The Governor in Council may make regulations prescribing

    (a) anything that is required or authorized by this Act to be prescribed; and

    (b) the way in which anything that is required or authorized by this Act to be prescribed shall be determined.

NO LIABILITY

No liability

33. No action lies against Her Majesty, the Minister, the Commissioner, any Deputy Commissioner, any officer or employee of the Agency or any person acting under the direction of the Commissioner for anything done or omitted to be done in good faith in the administration or discharge of any powers or duties that under any Act of Parliament are intended or authorized to be executed or performed.

ANNUAL REPORT

Annual report

34. The Minister shall cause to be laid before each House of Parliament, not later than the fifth sitting day of that House after September 30 next following the end of each fiscal year, a report showing the operations of the Agency for that year and describing in aggregate form its conclusions on the compliance of financial institutions with the consumer provisions applicable to them in that year.

AMENDMENTS TO ACTS IN RELATION TO FINANCIAL INSTITUTIONS

1991, c. 46

Bank Act

35. (1) The definition ``foreign bank subsidiary'' in section 2 of the Bank Act is repealed.

1999, c. 28, s. 1(2)

(2) The definitions ``affairs'', ``annual statement'', ``central securities register'' or ``securities register'', ``head office'', ``incorporator'', ``recorded address'', ``regulatory capital'' and ``subsidiary'' in section 2 of the Act are replaced by the following:

``affairs''
« affaires internes »

``affairs'', with respect to a bank, an authorized foreign bank or a bank holding company , means the relationships among the bank, authorized foreign bank or bank holding company and its affiliates and the shareholders, directors and officers of the bank, authorized foreign bank or bank holding company and its affiliates, but does not include the business of the bank, authorized foreign bank or bank holding company or any of its affiliates;

``annual statement''
« rapport annuel »

``annual statement'', in relation to a bank , means the annual financial statement of the bank within the meaning of paragraph 308(1)(a) and, in relation to a bank holding company, means the annual financial statement of the bank holding company within the meaning of paragraph 840(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 bank , means the register referred to in section 248 and, in relation to a bank holding company, means the register referred to in section 825 ;

``head office''
« siège »

``head office'', in relation to a bank , means the office required to be maintained under section 237 and, in relation to a bank holding company, means the office required to be maintained under section 814;

``incorpo-
rator''
« fondateur »

``incorporator'', in relation to a bank or a bank holding company , means a person who applied for letters patent to incorporate the bank or bank 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 bank or a bank holding company , the latest postal address of the person according to its central securities register, and

      (b) in relation to a person in any other respect in relation to a bank , the latest postal address of the person according to the records of the branch concerned;

``regulatory capital''
« capital réglementai-
re »

``regulatory capital'', in respect of a bank or a bank 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 as defined in section 5;

1999, c. 28, s. 1(3)

(3) Paragraph (c) of the definition ``complainant'' in section 2 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 334, 338 or 989;

1991, c. 47, par. 756(1)(a), c. 48, par. 494(a)

(4) Paragraphs (c) and (d) of the definition ``financial institution'' in section 2 of the Act are replaced by the following:

      (c) 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,

      (d) an insurance company or a fraternal benefit society incorporated or formed under the Insurance Companies Act,

(5) The portion of the definition ``foreign bank'' in section 2 of the Act after paragraph (f) is replaced by the following:

      (g) is a foreign institution, other than a foreign bank within the meaning of any of paragraphs (a) to (f), that controls a bank incorporated or formed under this Act ,

    but does not include a subsidiary of a bank named in Schedule I as that Schedule read immediately before the day section 174 of the Financial Consumer Agency of Canada Act comes into force, unless the Minister has specified that subsection 378(1) no longer applies to the bank;

(6) Paragraph (a) of the definition ``foreign institution'' in section 2 of the Act is replaced by the following:

      (a) engaged in the business of banking , the trust, loan or insurance business, the business of a cooperative credit society or the business of dealing in securities or is otherwise engaged primarily in the business of providing financial services, and

(7) Section 2 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;

``Commission er''
« commissaire »

``Commissioner'' means the Commissioner of the Financial Consumer Agency of Canada appointed under section 4 of the Financial Consumer Agency of Canada Act;

``consumer provision''
« disposition visant les consomma-
teurs »

``consumer provision'' means a provision referred to in paragraph (a) of the definition ``consumer provision'' in section 2 of the Financial Consumer Agency of Canada Act;

``equity''
« capitaux propres »

``equity'', in respect of a bank or a bank holding company, means its equity as determined in accordance with the regulations;

``federal financial institution''
« institution financière fédérale »

``federal financial institution'' means

      (a) a bank,

      (b) a body corporate to which the Trust and Loan Companies Act applies,

      (c) 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, or

      (d) an insurance company or a fraternal benefit society incorporated or formed under the Insurance Companies Act;

``insurance holding company''
« société de portefeuille d'assuran-
ces »

``insurance holding company'' means a body corporate that is incorporated or formed under Part XVII of the Insurance Companies Act;

36. The Act is amended by adding the following after section 2.1:

Major shareholder

2.2 For the purposes of this Act, a person is a major shareholder of a body corporate if

    (a) the aggregate of the shares of any class of voting shares of the body corporate that are beneficially owned by the person and that are beneficially owned by any entities controlled by the person is more than 20 per cent of the outstanding shares of that class of voting shares of the body corporate; or

    (b) the aggregate of the shares of any class of non-voting shares of the body corporate that are beneficially owned by the person and that are beneficially owned by any entities controlled by the person is more than 30 per cent of the outstanding shares of that class of non-voting shares of the body corporate.

Widely held

2.3 For the purposes of this Act, an entity is widely held if it is

    (a) a body corporate that has no major shareholder;

    (b) an insurance company incorporated or formed under a mutual plan;

    (c) an association to which the Cooperative Credit Associations Act applies; or

    (d) a cooperative credit society incorporated or formed, and regulated, by or under an Act of the legislature of a province.

37. The portion of subsection 3(3) of the Act before paragraph (a) is replaced by the following:

Deemed control

(3) A person is deemed to control, within the meaning of paragraph (1)(a) or (b) , an entity if the aggregate of

38. Sections 4 and 5 of the Act are replaced by the following:

Holding body corporate

4. A body corporate is the holding body corporate of any entity that is its subsidiary.

Subsidiary

5. An entity is a subsidiary of another entity if it is controlled by the other entity .

39. Subsection 6(2) of the Act is replaced by the following:

Affiliated entities

(2) Despite subsection (1), for the purposes of subsections 265(1) and 283(1), one entity is affiliated with another entity if one of them is controlled, determined without regard to paragraph 3(1)(d), by the other or both are controlled, determined without regard to paragraph 3(1)(d), by the same person.

40. Section 8 of the Act is replaced by the following:

Significant interest

8. (1) A person has a significant interest in a class of shares of a bank or a bank holding company if the aggregate of

    (a) any shares of that class beneficially owned by the person, and

    (b) any shares of that class beneficially owned by entities controlled by the person

exceeds 10 per cent of all of the outstanding shares of that class of shares of the bank or bank holding company.

Increasing significant interest

(2) A person who has a significant interest in a class of shares of a bank or bank holding company increases that significant interest in the class of shares if the person or any entity controlled by the person

    (a) acquires beneficial ownership of additional shares of that class, or

    (b) acquires control of any entity that beneficially owns shares of that class,

in such number as to increase the percentage of shares of that class that are beneficially owned by the person and by any entities controlled by the person.

41. Subsections 9(1) and (2) of the Act are replaced by the following:

Acting in concert

9. (1) For the purposes of Part VII and Division 7 of Part XV, if two or more persons have agreed, under any agreement, commitment or understanding, whether formal or informal, verbal or written, to act jointly or in concert in respect of

    (a) shares of a bank or of a bank holding company that they beneficially own,

    (b) shares or ownership interests that they beneficially own of any entity that beneficially owns shares of a bank or of a bank holding company , or

    (c) shares or ownership interests that they beneficially own of any entity that controls any entity that beneficially owns shares of a bank or bank holding company ,

those persons are deemed to be a single person who is acquiring beneficial ownership of the aggregate number of shares of the bank or bank holding company or shares or ownership interests of the entity that are beneficially owned by them.

Acting in concert

(2) Without limiting the generality of subsection (1), any agreement, commitment or understanding by or between two or more persons who beneficially own shares of a bank or bank holding company or shares or ownership interests of any entity referred to in paragraph (1)(b) or (c),

    (a) whereby any of them or their nominees may veto any proposal put before the board of directors of the bank or bank holding company, or

    (b) under which no proposal put before the board of directors of the bank or bank holding company may be approved except with the consent of any of them or their nominees,

is deemed to be an agreement, commitment or understanding referred to in subsection (1).

42. Subsections 11(2) and (3) of the Act are replaced by the following:

Exemption

(2) On application by a bank or bank holding company , the Superintendent may determine that a security of the bank or bank holding company is not or was not part of a distribution to the public if the Superintendent is satisfied that the determination would not prejudice any security holder of the bank or bank holding company .

Securities deemed part of distribution

(3) For the purposes of this Act, securities of a bank or bank holding company issued on the conversion of other securities or issued in exchange for other securities are deemed to be securities that are part of a distribution to the public if those other securities were part of a distribution to the public.

1999, c. 28, s. 4

43. Sections 13 and 14 of the Act are replaced by the following:

Application of Act

13. This Act is the charter of and applies to each bank.

Schedule I and Schedule II banks

14. (1) Subject to this Act,

    (a) there shall be set out in Schedule I

      (i) the name of every bank named in Schedules I and II as those Schedules read before the day section 174 of the Financial Consumer Agency of Canada Act comes into force that was not a subsidiary of a foreign bank,

      (ii) the name of every bank incorporated or formed under this Act that is not a subsidiary of a foreign bank, and

      (iii) the place in Canada where the head office of the bank is situated; and

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