Bill C-19

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Internal audit	(3) An institution may cause internal audits to be conducted to assess compliance with subsections (1) and (2).
Financial statements	(4) Each institution shall annually prepare financial statements, in accordance with generally accepted accounting principles, as supplemented by any directions given by the Minister under subsection (6).
Form of financial statements	(5) The financial statements of an institution shall be prepared in a form that clearly sets out information according to the major businesses or activities of the institution.
Directions	(6) The Minister may give directions respecting the preparation of financial statements, to supplement generally accepted accounting principles.
Annual auditor's report	118. (1) Each institution shall cause an annual auditor's report to be prepared in accordance with any directions of the Minister, on
	(a) its financial statements; and
	(b) any quantitative information required to be audited under subsection (3).
Contents	(2) A report under subsection (1) shall
	(a) include separate statements as to whether in the auditor's opinion
	(i) the financial statements are presented fairly, in accordance with generally accepted accounting principles, applied on a basis consistent with that of the preceding year,
	(ii) the quantitative information is accurate in all material respects and, if applicable, was prepared on a basis consistent with that of the preceding year, and
	(iii) the transactions of the institution that have come to the auditor's notice in the course of his or her examination for the report were carried out in accordance with this Act; and
	(b) call attention to any other matter falling within the scope of the auditor's examination for the report that, in his or her opinion, should be brought to the attention of the institution or the Minister.
Audit of quantitative information	(3) The Minister may require that any quantitative information required to be included in an institution's annual report pursuant to paragraph (2)(a) be audited.
Presentation to Minister	(4) Each institution shall submit its audited financial statements to the Minister at least 30 days before the day of its annual meeting.
Special examination	119. (1) Each institution shall, at least once every five years and at any other time required by its board of directors or by the Minister, cause a special examination to be carried out in respect of its operations to determine if the books, records, systems and practices referred to in section 117 were, in the period under examination, maintained in a manner that met the requirements of that section.
Plan	(2) Before commencing a special examination, an examiner shall survey the systems and practices of the institution to be examined and submit a plan for the examination, including a statement of the criteria to be applied in the examination, to the audit committee of the institution.
Resolution of disagreements	(3) Any disagreement between the examiner and the audit committee or board of directors of an institution with respect to a plan referred to in subsection (2) shall be resolved by the Minister.
Reliance on internal audit	(4) An examiner shall, as far as is practicable, rely on any internal audit conducted pursuant to subsection 117(3) in respect of the institution being examined.
Report	120. (1) An examiner shall, on completion of a special examination in respect of an institution, submit a report on his or her findings, and a summary of that report, to the Minister and to the board of directors of the institution.
Contents	(2) The report of an examiner shall include
	(a) a statement whether in the examiner's opinion, having regard to the criteria referred to in subsection 117(2), there is a reasonable assurance that there are no significant deficiencies in the systems and practices examined; and
	(b) a statement of the extent to which the examiner relied on internal audits.
Posting of report	(3) An institution shall, as soon as possible after receipt of an examiner's report, post a summary of the report on an Internet website maintained by the institution.
Examiner	121. (1) Subject to subsection (2), a special examination shall be carried out by the auditor of the institution.
Other auditor	(2) Where, in the opinion of the Minister, a person other than the auditor of an institution should carry out a special examination in respect of the institution, the Minister may, after consulting with the board of directors of the institution, direct that the examination be carried out by another auditor who is qualified for the purpose.
Consultation with Auditor General	122. The auditor or examiner of an institution may at any time consult the Auditor General of Canada on any matter relating to an audit or special examination.
Right to information	123. (1) At the request of the auditor or examiner of an institution, the present or former commissioners, directors, officers, employees or agents of the institution shall provide any information and explanations, and give access to any records, documents, books, accounts and vouchers of the institution that are under their control, that the auditor or examiner considers necessary to prepare a report required under this Act.
Obligation to inform	(2) Where a commissioner or director of an institution does not have information or an explanation requested by an auditor or examiner under subsection (1), the commissioner or director shall obtain the information or explanation and provide it to the auditor or examiner.
Restriction	124. Nothing in this Part or in any directions of the Minister shall be construed as authorizing the auditor or examiner of an institution to express any opinion on the merits of matters of policy, including the merits of
	(a) the objects or purposes for which the institution was established or the restrictions on the businesses or activities that it may carry on, as set out in this Act; or
	(b) any business or policy decision of the institution.
Qualified privilege	125. An oral or written statement or report made under this Part by an auditor or examiner has qualified privilege.
Audit committee	126. (1) Each institution shall establish an audit committee composed of not less than three commissioners or directors who are not officers of the institution and who are competent to perform the duties set out in subsection (2).
Duties	(2) An audit committee shall
	(a) review, and advise the board of directors in respect of, the financial statements that are to be included in the annual report of the institution;
	(b) oversee any internal audit of the institution;
	(c) review, and advise the board of directors in respect of, the annual auditor's report in respect of the institution;
	(d) review, and advise the board of directors in respect of, any plan and report of a special examiner; and
	(e) perform such other functions as are assigned to it by the board of directors of the institution.
Auditor's or examiner's attendance	(3) An auditor and any examiner of an institution are entitled to receive notice of every meeting of the audit committee and, at the expense of the institution, to attend and be heard at each such meeting.
Required attendance	(4) The auditor or examiner of an institution shall attend any meeting of the institution's audit committee at which he or she is requested to attend by a member of that committee.
Calling meeting	(5) The auditor or examiner of an institution or a member of the institution's audit committee may call a meeting of that committee.
Disclosure of material developments	127. The chief executive officer of an institution shall, as soon as reasonably practicable, notify the Minister and any commissioner or director of the institution not already aware of them of any financial or other developments that, in the chief executive officer's opinion, are likely to have a material effect on the performance of the institution, relative to its objectives or requirements for funding.
Annual report	128. (1) Each institution shall, within four months after the end of each financial year, submit to the Minister an annual report on the operations of the institution in that year.
Form and contents	(2) The annual report of an institution shall be prepared in a form that clearly sets out information according to the major businesses or activities of the institution and shall include
	(a) the financial statements of the institution;
	(b) the annual auditor's report;
	(c) a statement on the extent to which the institution has met its objectives for the financial year;
	(d) such quantitative information respecting the performance of the institution as the Minister may require to be included; and
	(e) such other information as is required under this Act or any other Act of Parliament.
Annual meeting	129. (1) The board of directors of an institution shall call an annual meeting not later than 18 months after the institution is established and subsequently not later than 15 months after the preceding annual meeting.
Notice of meeting	(2) An institution shall, at least 30 days before the annual meeting, publish a notice in a major newspaper setting out the time and location of the meeting and specifying that the institution's annual report may be accessed on an Internet website to be maintained by the institution.
Availability to public	(3) At the annual meeting, the board of directors shall ensure
	(a) that there are available a sufficient number of copies of the institution's most recent annual report for those present at the meeting; and
	(b) that the chief executive officer and the commissioners or directors of the institution are available to those present at the meeting to answer any questions about the institution's operations.
	PART 7
	PROVISIONS OF GENERAL APPLICATION
	General
Conflict of interest	130. (1) No person who is appointed to, or is employed by, a commission, board, authority or institute established under this Act shall be appointed to, or be employed by, any other commission, board, authority or institute established under this Act.
Conflict of interest	(2) No person referred to in subsection (1) shall accept or hold any office or employment that is inconsistent with that person's duties or take part in any matter involving the commission, board, authority or institute in which that person has an interest.
Conflict of interest	(3) All persons appointed to a commission, board or institute established under this Act shall comply with the Conflict of Interest and Post-Employment Code for Public Office Holders, issued by the Office of the Ethics Counsellor, as amended from time to time, as though they were public office holders as defined in that Code.
Liability of Her Majesty	131. (1) No person has a right to receive any compensation, damages, indemnity or other relief from Her Majesty in right of Canada in respect of any claim against the First Nations Tax Commission, First Nations Financial Management Board, First Nations Finance Authority or First Nations Statistical Institute arising from its exercise of, or its failure to exercise, any of the powers or functions of that Commission, Board, Authority or Institute, as the case may be, including any claim against the First Nations Tax Commission as an agent of Her Majesty in right of Canada.
Insurance required	(2) The First Nations Tax Commission, First Nations Financial Management Board, First Nations Finance Authority and First Nations Statistical Institute shall maintain in good standing at all times the insurance coverage required by any regulations made under paragraph 137(b).
No appropriation	132. No payment to the First Nations Tax Commission, First Nations Financial Management Board, First Nations Finance Authority or First Nations Statistical Institute may be made under an appropriation by Parliament authorized under an Act of Parliament to enable the Commission, Board, Authority or Institute to satisfy any claim referred to in subsection 131(1).
No compensation	133. No person has a right to receive any compensation, damages, indemnity or other relief from Her Majesty in right of Canada, or from the First Nations Tax Commission, for any acquired, vested or future right, or for any prospect of such a right, that is affected by a law approved by the First Nations Tax Commission under subsection 29(3), or for any duty or liability imposed on that person as a result of such a law.
Limit of liability	134. No civil proceedings lie against a commissioner or employee of the First Nations Tax Commission, or any director or employee of the First Nations Financial Management Board or First Nations Statistical Institute, for anything done, or omitted to be done, in the exercise or purported exercise in good faith of any power, or in the performance or purported performance in good faith of any duty, of that person in accordance with this Act.
Conflict with other laws	135. (1) In the event of a conflict between a local revenue law and an Act of Parliament or any regulations made under an Act of Parliament or a code made by a first nation under another Act of Parliament, the Act, regulations or code prevails to the extent of the conflict.
Conflict with other first nation laws	(2) In the event of a conflict between a law made by a first nation under this Act and a law, other than a code, made by the first nation under another Act of Parliament, the law made by the first nation under this Act prevails to the extent of the conflict.
Official languages	136. (1) For greater certainty, the provisions of the Official Languages Act applicable to federal institutions apply to the First Nations Tax Commission and First Nations Statistical Institute.
Official languages	(2) Where there is a significant demand for services in a particular official language, the First Nations Financial Management Board and First Nations Finance Authority shall offer services in that language.

Bill C-19

PART 7

PROVISIONS OF GENERAL APPLICATION

General