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Bill C-45

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SUMMARY

This enactment amends the Criminal Code to

    (a) establish rules for attributing to organizations, including corporations, criminal liability for the acts of their representatives;

    (b) establish a legal duty for all persons directing work to take reasonable steps to ensure the safety of workers and the public;

    (c) set out factors for courts to consider when sentencing an organization; and

    (d) provide optional conditions of probation that a court may impose on an organization.

EXPLANATORY NOTES

Criminal Code

Clause 1: (1) The definition `` ``every one'', ``person'', ``owner'' '' in section 2 reads as follows:

``every one'', ``person'', ``owner'', and similar expressions include Her Majesty and public bodies, bodies corporate, societies, companies and inhabitants of counties, parishes, municipalities or other districts in relation to the acts and things that they are capable of doing and owning respectively;

(2) New.

Clause 2: New.

Clause 3: New.

Clause 4: The relevant portion of section 328 reads as follows:

328. A person may be convicted of theft notwithstanding that anything that is alleged to have been stolen was stolen

    . . .

    (e) by the directors, officers or members of a company, body corporate, unincorporated body or of a society associated together for a lawful purpose from the company, body corporate, unincorporated body or society, as the case may be.

Clause 5: (1) and (2) The relevant portion of subsection 362(1) reads as follows:

362. (1) Every one commits an offence who

    . . .

    (c) knowingly makes or causes to be made, directly or indirectly, a false statement in writing with intent that it should be relied on, with respect to the financial condition or means or ability to pay of himself or any person, firm or corporation that he is interested in or that he acts for, for the purpose of procuring, in any form whatever, whether for his benefit or the benefit of that person, firm or corporation,

      . . .

    (d) knowing that a false statement in writing has been made with respect to the financial condition or means or ability to pay of himself or another person, firm or corporation that he is interested in or that he acts for, procures on the faith of that statement, whether for his benefit or for the benefit of that person, firm or corporation, anything mentioned in subparagraphs (c)(i) to (vi).

Clause 6: Section 391 reads as follows:

391. Where an offence is committed under section 388, 389 or 390 by a person who acts in the name of a corporation, firm or partnership, no person other than the person who does the act by means of which the offence is committed or who is secretly privy to the doing of that act is guilty of the offence.

Clause 7: The relevant portion of subsection 462.38(3) reads as follows:

(3) For the purposes of this section, a person shall be deemed to have absconded in connection with a designated offence if

    . . .

    (b) a warrant for the arrest of the person or a summons in respect of a corporation has been issued in relation to that information, and

    . . .

and the person shall be deemed to have so absconded on the last day of that period of six months.

Clause 8: Section 538 reads as follows:

538. Where an accused is a corporation, subsections 556(1) and (2) apply, with such modifications as the circumstances require.

Clause 9: Section 556 reads as follows:

556. (1) An accused corporation shall appear by counsel or agent.

(2) Where an accused corporation does not appear pursuant to a summons and service of the summons on the corporation is proved, the provincial court judge, or in Nunavut, the judge of the Nunavut Court of Justice

    (a) may, if the charge is one over which he has absolute jurisdiction, proceed with the trial of the charge in the absence of the accused corporation; and

    (b) shall, if the charge is not one over which he has absolute jurisdiction, hold a preliminary inquiry in accordance with Part XVIII in the absence of the accused corporation.

(3) If an accused corporation appears but does not elect when put to an election under subsection 536(2) or 536.1(2), the provincial court judge or judge of the Nunavut Court of Justice shall hold a preliminary inquiry in accordance with Part XVIII.

Clause 10: Subsection 570(5) reads as follows:

(5) Where an accused other than a corporation is convicted, the judge or provincial court judge, as the case may be, shall issue or cause to be issued a warrant of committal in Form 21, and section 528 applies in respect of a warrant of committal issued under this subsection.

Clause 11: The heading before section 620 and sections 620 to 623 read as follows:

Corporations

620. Every corporation against which an indictment is filed shall appear and plead by counsel or agent.

621. (1) The clerk of the court or the prosecutor may, where an indictment is filed against a corporation, cause a notice of the indictment to be served on the corporation.

(2) A notice of an indictment referred to in subsection (1) shall set out the nature and purport of the indictment and advise that, unless the corporation appears on the date set out in the notice or the date fixed pursuant to subsection 548(2.1), and enters a plea, a plea of not guilty will be entered for the accused by the court, and that the trial of the indictment will be proceeded with as though the corporation had appeared and pleaded.

622. Where a corporation does not appear in accordance with the notice referred to in section 621, the presiding judge may, on proof of service of the notice, order the clerk of the court to enter a plea of not guilty on behalf of the corporation, and the plea has the same force and effect as if the corporation had appeared by its counsel or agent and pleaded that plea.

623. Where a corporation appears and pleads to an indictment or a plea of not guilty is entered by order of the court pursuant to section 622, the court shall proceed with the trial of the indictment and, where the corporation is convicted, section 735 applies.

Clause 12: Subsection 650(1) reads as follows:

650. (1) Subject to subsections (1.1) to (2) and section 650.01, an accused, other than a corporation, shall be present in court during the whole of his or her trial.

Clause 13: Section 703.2 reads as follows:

703.2 Where any summons, notice or other process is required to be or may be served on a corporation, and no other method of service is provided, service may be effected by delivery

    (a) in the case of a municipal corporation, to the mayor, warden, reeve or other chief officer of the corporation, or to the secretary, treasurer or clerk of the corporation; and

    (b) in the case of any other corporation, to the manager, secretary or other executive officer of the corporation or of a branch thereof.

Clause 14: New.

Clause 15: New.

Clause 16: Subsection 721(1) reads as follows:

721. (1) Subject to regulations made under subsection (2), where an accused, other than a corporation, pleads guilty to or is found guilty of an offence, a probation officer shall, if required to do so by a court, prepare and file with the court a report in writing relating to the accused for the purpose of assisting the court in imposing a sentence or in determining whether the accused should be discharged pursuant to section 730.

Clause 17: Subsection 727(4) reads as follows:

(4) Where, pursuant to section 623, the court proceeds with the trial of a corporation that has not appeared and pleaded and convicts the corporation, the court may, whether or not the corporation was notified that a greater punishment would be sought be reason of a previous conviction, make inquiries and hear evidence with respect to previous convictions of the corporation and, if any such conviction is proved, may impose a greater punishment by reason thereof.

Clause 18: Subsection 730(1) reads as follows:

730. (1) Where an accused, other than a corporation, pleads guilty to or is found guilty of an offence, other than an offence for which a minimum punishment is prescribed by law or an offence punishable by imprisonment for fourteen years or for life, the court before which the accused appears may, if it considers it to be in the best interests of the accused and not contrary to the public interest, instead of convicting the accused, by order direct that the accused be discharged absolutely or on the conditions prescribed in a probation order made under subsection 731(2).

Clause 19: (1) The definition ``optional conditions'' in subsection 732.1(1) reads as follows:

``optional conditions'' means the conditions referred to in subsection (3).

(2) New.

Clause 20: The relevant portion of subsection 734(1) reads as follows:

734. (1) Subject to subsection (2), a court that convicts a person, other than a corporation, of an offence may fine the offender by making an order under section 734.1

Clause 21: (1) and (2) The relevant portion of subsection 735(1) reads as follows:

735. (1) A corporation that is convicted of an offence is liable, in lieu of any imprisonment that is prescribed as punishment for that offence, to be fined in an amount, except where otherwise provided by law,

    . . .

    (b) not exceeding twenty-five thousand dollars, where the offence is a summary conviction offence.

(3) Subsection 735(2) reads as follows:

(2) Section 734.6 applies, with any modifications that are required, when a corporate offender fails to pay the fine in accordance with the terms of the order.

Clause 22: Subsection 800(3) reads as follows:

(3) Where the defendant is a corporation, it shall appear by counsel or agent, and if it does not appear, the summary conviction court may, on proof of service of the summons, proceed ex parte to hold the trial.

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