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Bill C-4

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FINANCIAL MATTERS AND AUDIT

Operating and capital budgets

25. (1) The board shall cause an operating budget and a capital budget to be prepared for each fiscal year of the Foundation and shall submit those budgets to the members for consideration at the annual meeting of members.

Books of account

(2) The board shall cause books of account and other records to be kept and shall establish financial and management controls, information systems and management practices that will ensure that the business and affairs of the Foundation are carried on, and the financial, human and physical resources of the Foundation are managed effectively, efficiently and economically.

Information systems

(3) The books of account and other records of the Foundation shall be maintained in a way that will ensure that the assets of the Foundation are properly protected and controlled and that its business and affairs are carried on in compliance with this Act and, in particular, in such a way that they will show

    (a) descriptions and book values of all investments of the Foundation; and

    (b) the eligible recipients who have received, or are about to receive, funding from the Foundation in respect of eligible projects, the nature and extent of the projects and the amount of the funding.

Auditor

26. (1) At the first meeting of the members, and in any subsequent fiscal year at the annual meeting, the members shall appoint an auditor for the Foundation for the fiscal year and fix, or authorize the board to fix, the auditor's remuneration.

Qualifica-
tions of auditor

(2) The auditor shall be

    (a) a natural person who

      (i) is a member in good standing of an institute or association of accountants incorporated by or under an Act of the legislature of a province,

      (ii) has at least five years experience at a senior level in carrying out audits,

      (iii) is ordinarily resident in Canada, and

      (iv) is independent of the board, the directors, the members and the officers of the Foundation; or

    (b) a firm of accountants of which the member or employee jointly designated by the board and the firm to conduct the audit of the books and records of the Foundation on behalf of the firm meets the qualifications set out in paragraph (a).

Continuation of auditor

(3) If an auditor is not appointed at the annual general meeting in any fiscal year, the auditor for the preceding fiscal year continues in office until a successor is appointed.

Removal of auditor

(4) The members may by a special resolution remove an auditor from office.

Ceasing to hold office

(5) An auditor ceases to hold office when the auditor

    (a) dies;

    (b) resigns;

    (c) is removed from office under subsection (4); or

    (d) no longer meets the requirements under subsection (2).

Replacement

(6) The members may, at a meeting of the members, appoint an auditor to fill any vacancy in the office of the auditor but, if the members fail to fill the vacancy at that meeting or if no meeting of the members is convened without delay after the vacancy occurs, the board may appoint an auditor.

Unexpired term

(7) An auditor appointed to fill a vacancy in the office holds office for the unexpired term of the predecessor in the office.

Auditor's report

27. The auditor shall, within four months after the end of each fiscal year, complete the audit of the books and records of the Foundation for the fiscal year and submit a report of the audit to the members.

Audit committee

28. (1) The board shall appoint an audit committee consisting of not fewer than three directors and fix the duties and functions of the committee.

Internal audit

(2) In addition to any other duties and functions that it is required to perform, the audit committee shall cause internal audits to be conducted to ensure compliance by the officers and employees of the Foundation with management and information systems and controls established by the board.

ANNUAL MEETING

Annual meeting

29. The board shall call an annual meeting of members not later than six months after the end of each fiscal year of the Foundation for the purpose of

    (a) examining the audited financial statements and the report of the auditor on those statements for the preceding fiscal year;

    (b) examining the annual report of the Foundation for the preceding fiscal year;

    (c) examining the operating budget and the capital budget submitted by the board under subsection 25(1);

    (d) considering and confirming, rejecting or amending by-laws made by the board or amendments to or the repeal of by-laws made by the board;

    (e) appointing an auditor under subsection 26(1); and

    (f) considering any other matter respecting the operations of the Foundation.

ANNUAL REPORT

Annual report

30. (1) The Foundation shall, within five months after the end of each fiscal year, prepare an annual report in both official languages of its activities during the preceding fiscal year and include in the report

    (a) its financial statements for the year as approved by the board and the report of the auditor respecting those statements;

    (b) a detailed statement of its investment activities during the year, its investment portfolio as at the end of the year and its investment policies, standards and procedures;

    (c) a detailed statement of its funding activities;

    (d) a statement of its plans for fulfilling its objects and purposes for the next year; and

    (e) an evaluation of the overall results achieved by the funding of eligible projects by the Foundation during the year in review, and since the inception of the Foundation.

Considera-
tion of report

(2) Before the annual report of the Foundation for a fiscal year is distributed to the public it shall be approved by the board and examined by the members at a meeting of the members.

Distribution of report

(3) After the annual report of the Foundation for a fiscal year is approved as required under subsection (2), the report shall be made public in accordance with the by-laws of the Foundation and a copy shall be sent to the Minister who shall cause a copy of the report to be laid before each House of Parliament on any of the first 15 days on which that House is sitting after the Minister receives it.

Public meeting

31. (1) After it publishes its annual report for a fiscal year, the Foundation shall convene a public meeting at a city in Canada selected by the board to consider the report and other matters relating to the activities of the Foundation during the year.

Notice of meeting

(2) At least 30 days before the date of a meeting convened under subsection (1) to consider the Foundation's annual report for a fiscal year, the Foundation shall give notice of the time and place of the meeting in accordance with the by-laws of the Foundation.

WINDING-UP

Property to be divided

32. If the Foundation is wound up or dissolved, its property remaining after its debts and obligations have been satisfied shall be liquidated and the moneys arising from the liquidation shall be distributed among all the eligible recipients that have received funding from the Foundation and that are, as of the day the distribution begins, still carrying on projects to develop and demonstrate new technologies to promote sustainable development, to be used by them for the purpose of those projects. Each of those eligible recipients shall receive an amount that is the same proportion of the moneys arising from the liquidation as the total funding received by that eligible recipient from the Foundation is of the total of all funding that has been provided by the Foundation to all of those eligible recipients.

GENERAL

Official Languages Act applies

33. The Official Languages Act applies to the Foundation as if it were a federal institution.

Mandatory by-laws

34. The Foundation shall include in its by-laws provisions

    (a) entitling an eligible recipient that has made an application for funding from the Foundation to request the board to make a ruling as to the possible conflict of interest of a director in the consideration or disposal of the application;

    (b) establishing procedures to be followed by the board in responding to the request and giving the ruling;

    (c) determining the fiscal year of the Foundation;

    (d) requiring the creation of advisory committees, including technical advisory committees, and their mandates; and

    (e) fixing the remuneration for directors.

DESIGNATION AND AMENDMENTS CONSEQUENTIAL ON IT

Designation by Governor in Council

35. (1) The Governor in Council may, by order, designate, for the purposes of this Act, any corporation incorporated under Part II of the Canada Corporations Act, being chapter C-32 of the Revised Statutes of Canada, 1970.

Sections 36 to 39 apply

(2) If an order is made under subsection (1), sections 36 to 39 apply as of the day on which that order is made.

36. (1) The definitions ``board'' and ``Foundation'' in section 2 are replaced by the following:

``board''
« conseil »

``board'' means the board of directors of the Foundation.

``Foundation''
« Fondation »

``Foundation'' means the Canada Foundation for Sustainable Development Technology referred to in section 3.

(2) Section 2 is amended by adding the following in alphabetical order:

``corporation' '
« société »

``corporation'' means the corporation described in the order made under subsection 35(1).

37. Section 3 and the heading before it are replaced by the following:

CONTINUATION OF THE CORPORATION

Continuation

3. (1) The corporation is continued as a corporation without share capital, to be called the Canada Foundation for Sustainable Development Technology, consisting of the Foundation's members and directors.

Powers, duties and functions

(2) If under any Act of Parliament, any instrument made under an Act of Parliament or any contract, licence or other document, a power, duty or function is vested in or exercisable by the corporation, the power, duty or function is vested in or exercisable by the Foundation.

References

(3) Every reference to the corporation in any deed, contract, agreement or other document executed by the corporation shall, unless the context otherwise requires, be read as a reference to the Foundation.

Rights and obligations

(4) All rights and property of the corporation and all obligations of the corporation are transferred to the Foundation.

Commenceme nt of legal proceedings

(5) Any action, suit or other legal proceeding in respect of an obligation or liability incurred by the corporation may be brought against the Foundation in any court that would have had jurisdiction if the action, suit or other legal proceeding had been brought against the corporation.

Continuation of legal proceedings

(6) Any action, suit or other legal proceeding to which the corporation is party pending in any court immediately before the day on which this section comes into force may be continued by or against the Foundation in like manner and to the same extent as it could have been continued by or against the corporation.

By-laws

(7) Every by-law of the corporation is, to the extent that it is not inconsistent with this Act, a by-law of the Foundation.

Officers and employees

(8) Nothing in this Act affects the status of any person who, immediately before the day on which this section comes into force, was an officer or employee of the corporation except that, as of that day, the person is an officer or employee, as the case may be, of the Foundation.

38. Subsection 9(1) is replaced by the following:

Continuation of board of directors of corporation

9. (1) The board of directors of the corporation ceases to exist and there shall be a board of directors of the Foundation that shall supervise the management of the business and affairs of the Foundation and, subject to the by-laws of the Foundation, exercise all its powers.

39. Subsections 13(1) and (2) are replaced by the following:

Members of the corporation

13. (1) The persons who are members of the corporation cease to be members of the corporation.

Appointing of members

(1.1) There shall be 15 members of the Foundation.

First members

(2) The Governor in Council shall without delay appoint seven persons as members of the Foundation, on the recommendation of the Minister, as proposed by the Minister of Natural Resources and the Minister of the Environment, after consultation with the Minister of Industry.

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