Bill C-8

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	64. Subsection 142(2) of the French version of the Act is replaced by the following:
Renonciation à l'avis	(2) La présence à l'assemblée équivaut à une renonciation de l'avis de convocation, sauf lorsque la personne y assiste spécialement pour s'opposer aux délibérations au motif que l'assemblée n'est pas régulièrement convoquée.
	65. The portion of subsection 145(1) of the Act before paragraph (a) is replaced by the following:
Shareholder list	145. (1) A bank shall prepare a list, which may be in electronic form, of its shareholders entitled to receive notice of a meeting under paragraph 138(1)(a), arranged in alphabetical order and showing the number of shares held by each shareholder, which list must be prepared

	66. Section 148 of the Act is replaced by the following:
One share - one vote	148. Subject to section 156.09, if a share of a bank entitles the holder of the share to vote at a meeting of shareholders, that share entitles the shareholder to one vote at the meeting.
	67. The Act is amended by adding the following after section 156.08:
	Restrictions on Voting
Meaning of ``eligible votes''	156.09 (1) In this section, ``eligible votes'' means the total number of votes that may be cast by or on behalf of shareholders on a vote of shareholders or a vote of holders of a class or series of shares, as the case may be, in respect of any particular matter, calculated without regard to subsection (2).
Restriction	(2) At a meeting of shareholders of a bank with equity of five billion dollars or more, no person and no entity controlled by any person may, in respect of any vote of shareholders or holders of any class or series of shares of the bank, cast votes in respect of any shares beneficially owned by the person or the entity that are, in aggregate, more than 20 per cent of the eligible votes that may be cast in respect of that vote.
Proxyholders	(3) No person who is a proxyholder for a person or for an entity controlled by a person may cast votes to which the proxy relates that the person or entity may not cast by reason of subsection (2).
Exception	(4) If a person is, with respect to a bank, a person referred to in subsection 375(1), subsections (2) and (3) do not apply with respect to votes cast by or on behalf of the person during any period that the person is entitled under section 375 to remain a major shareholder of the bank.
Exception	(5) Subsections (2) and (3) do not apply in respect of votes cast by or on behalf of any entity that controls the bank or any entity that is controlled by an entity that controls the bank.
Exception	(6) Subsection (2) does not apply in respect of a vote held under section 218.
Validity of vote	(7) A vote in respect of a particular matter is not invalid merely because a person voted contrary to subsection (2) or (3).
Disposition of shareholdings	(8) If, with respect to any bank, a person contravenes subsection (2) or (3), the Minister may, by order, direct the shareholder of the shares to which the contravention relates or any person controlled by that shareholder 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 shareholder and the persons controlled by that shareholder that is specified in the order.
Restriction on voting rights	(9) If the Minister makes an order under subsection (8), the person to whom the order relates may not, in person or by proxy, exercise any voting rights that are attached to shares of the bank beneficially owned by the person.
Subsection (9) ceases to apply	(10) Subsection (9) ceases to apply in respect of a person when the shares to which the order relates have been disposed of.
Reliance on number in notice	(11) For the purpose of this section, a person is entitled to rely on the number of eligible votes set out in a notice of a meeting under subsection 138(1.1).
Designation of persons	(12) For the purpose of this section, the Minister may, with respect to a particular bank, designate two or more persons who are parties to an agreement, commitment or understanding referred to in section 9 to be a single person.
	68. Paragraph 157(2)(f) of the French version of the Act is replaced by the following:
	f) désigner l'un des comités du conseil d'administration pour surveiller l'application des mécanismes et procédures visés à l'alinéa e) et s'assurer que ces mécanismes et procédures soient respectés par la banque;
	69. Subsection 159(2) of the Act is replaced by the following:
Residency requirement	(2) At least one half of the directors of a bank that is a subsidiary of a foreign bank and at least two thirds of the directors of any other bank must be, at the time of each director's election or appointment, resident Canadians.
1997, c. 15, s. 12	70. Paragraphs 160(e) and (f) of the Act are replaced by the following:
	(e) a person who is prohibited by section 392 or 401.3 or subsection 156.09(9) from exercising voting rights attached to shares of the bank;
	(f) a person who is an officer, director or full time employee of an entity that is prohibited by section 392 or 401.3 or subsection 156.09(9) from exercising voting rights attached to shares of the bank;
	71. The Act is amended by adding the following after section 160:
Exception	160.1 Paragraph 160(g) does not apply to a person if
	(a) the person is employed in a department or agency of the Government of Canada that is not involved in the regulation or supervision of financial institutions;
	(b) the person's duties do not involve financial institutions; and
	(c) the bank is controlled by a local cooperative credit society, as defined in section 2 of the Cooperative Credit Associations Act, in which the following persons, in aggregate, hold more than 50 per cent or, if a percentage has been prescribed for the purpose of this paragraph, the prescribed percentage, of the ownership interests in the local cooperative credit society, namely,
	(i) employees of Her Majesty in right of Canada or of a province,
	(ii) former employees of Her Majesty in right of Canada or of a province,
	(iii) the spouse or common-law partner of a person referred to in subparagraph (i) or (ii), and
	(iv) a child who is less than eighteen years of age of a person referred to in subparagraph (i) or (ii).
	*72. Subsection 163(2) of the Act, as amended by section 13 of An Act to amend certain laws relating to financial institutions, being chapter 15 of the Statutes of Canada, 1997, is repealed.*
	73. Section 168 of the Act is amended by adding the following after subsection (3):
Exception	(3.1) Subsection (2) does not apply to a widely held bank with equity of five billion dollars or more or to a bank in respect of which subsection 378(1) applies.
	74. Subsection 172(1) of the Act is amended by striking out the word ``or'' at the end of paragraph (c), by adding the word ``or'' at the end of paragraph (d) and by adding the following after paragraph (d):
	(e) when the director is removed from office under section 647 or 647.1.
	75. Paragraph 183(1)(a) of the Act is replaced by the following:
	(a) in the case of a bank that is a subsidiary of a foreign bank, at least one half of the directors present are resident Canadians; or
	76. The Act is amended by adding the following after section 183:
Presence of unaffiliated director	183.1 (1) The directors of a bank shall not transact business at a meeting of directors unless at least one of the directors who is not affiliated with the bank is present.
Exception	(2) Despite subsection (1), the directors of a bank may transact business at a meeting of directors if a director who is not affiliated with the bank and who is not able to be present approves, in writing or by telephonic, electronic or other communications facilities, the business transacted at the meeting.
Exception	(3) Subsection (1) does not apply if all the voting shares of the bank, other than directors' qualifying shares, if any, are beneficially owned by a Canadian financial institution incorporated by or under an Act of Parliament.
1997, c. 15, s. 23(1)	77. Paragraph 195(3)(b) of the Act is replaced by the following:
	(b) review those procedures and their effectiveness in ensuring that the bank is complying with Part XI;
	(b.1) if a widely held bank holding company or a widely held insurance holding company has a significant interest in any class of shares of the bank,
	(i) establish policies for entering into transactions referred to in subsection 495.1(1), and
	(ii) review transactions referred to in subsection 495.3(1); and
	77.1 Section 204 of the French version of the Act is replaced by the following:
Déclaration suffisante d'intérêt	204. Pour l'application du paragraphe 202(1), quiconque donne au conseil un avis général lui faisant savoir qu'il est administrateur ou dirigeant d'une entité ou possède un intérêt important dans une personne, et doit être considéré comme ayant un intérêt dans tout contrat conclu avec cette entité ou personne, s'acquitte de son obligation de déclaration d'intérêt.
	78. The portion of section 211 of the Act before paragraph (a) is replaced by the following:
Reliance on statement	211. A director, an officer or an employee of a bank is not liable under subsection 158(1) or (2), section 207 or 210 or subsection 506(1) if the director, officer or employee relies in good faith on
	79. The portion of subsection 212(1) of the French version of the Act before paragraph (a) is replaced by the following:
Indemnisa- tion	212. (1) La banque peut indemniser ses administrateurs ou ses dirigeants - ou leurs prédécesseurs -, ainsi que les personnes qui, à sa demande, agissent ou ont agi en cette qualité pour une entité dont elle est ou a été actionnaire ou créancière, de tous leurs frais, y compris les montants versés en règlement d'une action ou pour satisfaire à un jugement, entraînés par des procédures civiles, pénales ou administratives auxquelles ils étaient parties en cette qualité, sauf à l'occasion d'actions intentées par la banque ou pour son compte en vue d'obtenir un jugement favorable, si :
	80. Section 215 of the Act is replaced by the following:
Incorporating instrument	215. On the application of a bank duly authorized by special resolution, the Minister may approve a proposal to add, change or remove any provision that is permitted by this Act to be set out in the bank's incorporating instrument.
	81. Subsection 216(1) of the Act is replaced by the following:
Letters patent to amend	216. (1) On receipt of an application referred to in section 215, the Minister may issue letters patent to effect the proposal.
	82. (1) Subsection 217(1) of the Act is amended by striking out the word ``or'' at the end of paragraph (i) and by adding the following after paragraph (i):
	(i.1) change the name of the bank; or
	(2) Subsection 217(3) of the Act is replaced by the following:
Effective date of by-law	(3) A by-law, or an amendment to or a repeal of a by-law, made under subsection (1) is not effective until it is confirmed or confirmed as amended by the shareholders under subsection (2) and, in the case of a by-law referred to in paragraph (1)(i.1), approved by the Superintendent.
	83. Subsection 221(1) of the Act is replaced by the following:
Proposal to amend	221. (1) Subject to subsection (2), a director or a shareholder who is entitled to vote at an annual meeting of shareholders of a bank may, in accordance with sections 143 and 144, make a proposal to make an application referred to in section 215 or to make, amend or repeal the by-laws referred to in subsection 217(1) of the bank.
	84. Section 223 of the Act is replaced by the following:
Application to amalgamate	223. (1) On the joint application of two or more bodies corporate incorporated by or under an Act of Parliament, including banks and bank holding companies, the Minister may issue letters patent amalgamating and continuing the applicants as one bank.
Restriction	(2) Despite subsection (1), if one of the applicants is a bank named in Schedule I as that Schedule read immediately before the day section 184 of the Financial Consumer Agency of Canada Act comes into force, other than a bank in respect of which the Minister has specified that subsection 378(1) no longer applies, the Minister shall not issue letters patent referred to in subsection (1) unless
	(a) the amalgamated bank would be a widely held bank; or
	(b) the amalgamated bank would be controlled by a widely held bank holding company that, at the time the application was made, controlled
	(i) the applicant, or
	(ii) any other applicant that is a bank named in Schedule I as that Schedule read immediately before the day section 184 of the Financial Consumer Agency of Canada Act comes into force, other than a bank in respect of which the Minister has specified that subsection 378(1) no longer applies.
Restriction	(3) Despite subsection (1), if the amalgamated bank would be a bank with equity of five billion dollars or more, the Minister shall not issue letters patent referred to in that subsection unless the amalgamated bank is
	(a) widely held;
	(b) controlled, within the meaning of paragraphs 3(1)(a) and (d), by a widely held bank, or by a widely held bank holding company, that controlled one of the applicants at the time the application was made; or
	(c) controlled, within the meaning of paragraph 3(1)(d), by a widely held insurance holding company, or by an eligible Canadian financial institution, as defined in subsection 370(1), other than a bank, or by an eligible foreign institution, as defined in subsection 370(1), that controlled one of the applicants at the time the application was made.
	85. Subsection 228(3) of the Act is replaced by the following:
Application of sections 23 to 26	(3) If two or more bodies corporate, none of which is a bank, apply for letters patent under subsection (1), sections 23 to 26 apply in respect of the application with any modifications that the circumstances require.
Matters for consideration	(4) Before issuing letters patent of amalgamation continuing the applicants as one bank, the Minister shall take into account all matters that the Minister considers relevant to the application, including
	(a) the sources of continuing financial support for the amalgamated bank;
	(b) the soundness and feasibility of the plans of the applicants for the future conduct and development of the business of the amalgamated bank;
	(c) the business record and experience of the applicants;
	(d) the reputation of the applicants for being operated in a manner that is consistent with the standards of good character and integrity;
	(e) whether the amalgamated bank will be operated responsibly by persons with the competence and experience suitable for involvement in the operation of a financial institution;
	(f) the impact of any integration of the operations and businesses of the applicants on the conduct of those operations and businesses;

Bill C-8

Restrictions on Voting