Bill S-5

COOPERATIVE CREDIT ASSOCIATIONS ACT

104. The definition “consumer provision” in section 2 of the Cooperative Credit Associations Act is replaced by the following:

“consumer provision” means a provision referred to in paragraph (b) or (b.1) of the definition “consumer provision” in section 2 of the Financial Consumer Agency of Canada Act;

105. Section 22 of the Act is replaced by the following:

22. (1) Subject to subsections (2) and (4), associations shall not carry on business after the day that is the fifth anniversary of the day on which this section comes into force.

(2) The Governor in Council may, by order, extend by up to six months the time during which associations may continue to carry on business. No more than one order may be made under this subsection.

(3) The order is not a regulation for the purposes of the Statutory Instruments Act. However, it shall be published in Part II of the Canada Gazette.

(4) If Parliament dissolves on the fifth anniversary of the day on which this section comes into force, on any day within the six-month period before that anniversary or on any day within an extension under subsection (2), associations may continue to carry on business until the end of 180 days after the first day of the first session of the next Parliament.

106. The portion of paragraph 376(1)(g) of the Act before subparagraph (i) is replaced by the following:

(g) outside Canada, or with the prior written approval of the Minister, in Canada, provide the following services to entities described in paragraph 375(1)(a), to members of the Canadian Payments Association to which that Association may provide clearing, settlement and payment services under paragraph 375.1(1)(b) or, if the association is a retail association, to any person:

107. Paragraph 382.2(3)(b) of the English version of the Act is replaced by the following:

(b) the time and place at which, the form and manner in which and the persons to whom information is to be disclosed; and

108. (1) The portion of paragraph 385.09(a) of the Act before subparagraph (i) is replaced by the following:

(a) the time and place at which and the form and manner in which disclosure is to be made by a retail association of

(2) Paragraph 385.09(b) of the Act is replaced by the following:

(b) the time and place at which and the form and manner in which any charges for the keeping of an account are to be disclosed by a retail association to its customers; and

109. Sections 385.11 and 385.12 of the Act are replaced by the following:

385.11 A retail association shall disclose to its customers and to the public, at the prescribed time and place and in the prescribed form and manner, the charges applicable to deposit accounts with the association and the usual amount, if any, charged by the association for services normally provided by the association to its customers and to the public.

385.12 (1) A retail association shall not increase any charge applicable to a personal deposit account with the association or introduce any new charge applicable to a personal deposit account with the association unless the association discloses the charge at the prescribed time and place and in the prescribed form and manner to the customer in whose name the account is kept.

(2) With respect to prescribed services in relation to deposit accounts, other than personal deposit accounts, a retail association shall not increase any charge for any such service in relation to a deposit account with the association or introduce any new charge for any such service in relation to a deposit account with the association unless the association discloses the charge at the prescribed time and place and in the prescribed form and manner to the customer in whose name the account is kept.

110. Subsection 385.16(1) of the Act is replaced by the following:

385.16 (1) A retail association shall not make a loan to a natural person that is repayable in Canada unless the cost of borrowing, as calculated and expressed in accordance with section 385.17, and other prescribed information have been disclosed by the association to the borrower at the prescribed time and place and in the prescribed form and manner.

111. (1) Paragraph 385.18(1)(c) of the Act is replaced by the following:

(c) at the prescribed time and place and in the prescribed form and manner, any prescribed changes respecting the cost of borrowing or the loan agreement;

(2) Paragraph 385.18(1)(e) of the Act is replaced by the following:

(e) any other prescribed information, at the prescribed time and place and in the prescribed form and manner.

(3) Subsection 385.18(2) of the Act is replaced by the following:

(2) A retail association shall, in accordance with the regulations, at the prescribed time and place and in the prescribed form and manner, provide prescribed information in any application forms or related documents that it prepares for the issuance of credit, payment or charge cards and provide prescribed information to any person applying to it for a credit, payment or charge card.

(4) Paragraphs 385.18(3)(d) and (e) of the Act are replaced by the following:

(d) at the prescribed time and place and in the prescribed form and manner, any prescribed changes respecting the cost of borrowing or the loan agreement; and

(e) any other prescribed information, at the prescribed time and place and in the prescribed form and manner.

(5) Paragraphs 385.18(4)(d) and (e) of the Act are replaced by the following:

(d) at the prescribed time and place and in the prescribed form and manner, any prescribed changes respecting the cost of borrowing or the loan agreement; and

(e) any other prescribed information, at the prescribed time and place and in the prescribed form and manner.

112. Sections 385.19 and 385.2 of the Act are replaced by the following:

385.19 If a retail association makes a loan in respect of which the disclosure requirements of section 385.16 apply and the loan is secured by a mortgage on real property, the association shall disclose to the borrower, at the prescribed time and place and in the prescribed form and manner, any information that is prescribed respecting the renewal of the loan.

385.2 No person shall authorize the publication, issue or appearance of any advertisement in Canada relating to arrangements referred to in subsection 385.18(4), loans, credit cards, payment cards or charge cards, offered to natural persons by a retail association, and purporting to disclose prescribed information about the cost of borrowing or about any other matter unless the advertisement discloses prescribed information at the prescribed time and place and in the prescribed form and manner.

113. (1) The portion of paragraph 385.21(a) of the Act before subparagraph (i) is replaced by the following:

(a) respecting the time and place at which, and the form and manner in which, a retail association is to disclose to a borrower

(2) Paragraph 385.21(f) of the Act is replaced by the following:

(f) respecting the time and place at which, and the form and manner in which, any rights, obligations, charges or penalties referred to in sections 385.15 to 385.2 are to be disclosed;

114. Subsection 385.24(1) of the Act is replaced by the following:

385.24 (1) A retail association shall, in accordance with the regulations, at the prescribed time and place and in the prescribed form and manner, provide a person requesting or receiving a product or service from it with prescribed information on how to contact the Agency if the person has a complaint about a deposit account, an arrangement referred to in subsection 385.18(4), a payment, credit or charge card, the disclosure of or manner of calculating the cost of borrowing in respect of a loan or about any other obligation of the retail association under a consumer provision.

115. Paragraph 385.252(b) of the Act is replaced by the following:

(b) the time and place at which and the form and manner in which any of those activities are to be carried out or any of those services are to be provided.

116. Paragraphs 385.27(5)(a) and (b) of the Act are replaced by the following:

(a) the time and place at which and the form and manner in which notice shall be given under subsection (1), the persons to whom it shall be given and the information to be included, the time, place, form and manner being permitted to vary according to circumstances specified in the regulations;

(b) circumstances in which a member association is not required to give notice under subsection (1), circumstances in which the Commissioner may exempt a member association from the requirement to give notice under that subsection, and circumstances in which the Commissioner may vary the time and place at which and the form and manner in which notice is required to be given under any regulation made under paragraph (a); and

117. Paragraph 385.28(b) of the Act is replaced by the following:

(b) the time and place at which, the form and manner in which and the persons to whom information is to be disclosed; and

118. (1) Subsection 390(3.1) of the Act is replaced by the following:

(3.1) Despite paragraph (3)(a), an association may acquire control of, or acquire or increase a substantial investment in, any entity that acts as a trustee for a trust if the entity has been permitted under the laws of a province to act as a trustee for a trust and the following conditions are satisfied:

(a) the entity acts as a trustee only with respect to a closed-end fund or mutual fund entity; and

(b) if the entity engages in other business, that business is limited to engaging in one or more of the following:

(i) the activities of a mutual fund distribution entity,

(ii) any activity that an association is permitted to engage in under subsection 376(2), and

(iii) the provision of investment counselling services and portfolio management services.

(2) Subsection 390(5) of the Act is amended by adding the following after paragraph (b):

(b.1) acquire control of an entity referred to in paragraph (1)(h) if

A + B > C

where

A      is the value of the entity’s consolidated assets, as it would have been reported in the entity’s annual financial statements if those statements had been prepared immediately before the acquisition,

B      is the aggregate of the values of the consolidated assets of all other entities referred to in paragraph (1)(h) that the association has acquired control of within the preceding 12 months, as the value for each entity would have been reported in its annual financial statements if those statements had been prepared immediately before the acquisition of control of that entity, and

C      is 10% of the value of the association’s consolidated assets, as shown in the association’s last annual statement that was prepared before its first acquisition of control of an entity referred to in paragraph (1)(h) within the preceding 12 months;

(3) Section 390 of the Act is amended by adding the following after subsection (5):

(5.1) In addition to any matters or conditions provided for in this Act that are relevant to the granting of an approval, the Minister may, in considering whether to grant the approval under paragraph (5)(b.1), take into account all matters that he or she considers relevant in the circumstances, including

(a) the stability of the financial system in Canada; and

(b) the best interests of the financial system in Canada.

119. Paragraph 437(2)(a) of the Act is replaced by the following:

(a) has a right of access to any records, cash, assets and security held by or on behalf of an association; and

120. The Act is amended by adding the following after section 459.8:

Exceptions to Generally Accepted Accounting Principles

459.81 (1) If, as a result of a change to the accounting principles referred to in subsection 292(4) — whether the change is made before or after this section comes into force — the Superintendent considers, given any prudential considerations that he or she considers relevant, that any amount, calculation or valuation under this Act or the regulations is not appropriate, the Superintendent may specify the amount that is to be used or the calculation or valuation that is to be performed instead.

(2) The Superintendent shall cause a notice of the specification to be published in the Canada Gazette within 60 days after the day on which the specification has effect.

(3) The specification ceases to have effect on the day indicated in the notice, which may be no later than five years after the day on which the specification is made.

121. Subsection 461.2(1) of the Act is replaced by the following:

461.2 (1) An application for the prior written approval of the Minister in respect of paragraph 376(1)(g) or (h) or 390(5)(b.1), (c), (d) or (d.1) must be filed with the Superintendent and contain the information, material and evidence that the Superintendent may require.

PART 3

INSURANCE COMPANIES ACT

122. The definition “consumer provision” in subsection 2(1) of the Insurance Companies Act is replaced by the following:

“consumer provision” means a provision referred to in paragraph (c) or (c.1) of the definition “consumer provision” in section 2 of the Financial Consumer Agency of Canada Act;

123. Section 21 of the Act is replaced by the following:

21. (1) Subject to subsections (2) and (4), companies and societies shall not carry on business, and foreign companies shall not carry on business in Canada, after the day that is the fifth anniversary of the day on which this section comes into force.

(2) The Governor in Council may, by order, extend by up to six months the time during which companies and societies may continue to carry on business and foreign companies may continue to carry on business in Canada. No more than one order may be made under this subsection.

(3) The order is not a regulation for the purposes of the Statutory Instruments Act. However, it shall be published in Part II of the Canada Gazette.

(4) If Parliament dissolves on the fifth anniversary of the day on which this section comes into force, on any day within the six-month period before that anniversary or on any day within an extension under subsection (2), companies and societies may continue to carry on business, and foreign companies may continue to carry on business in Canada, until the end of 180 days after the first day of the first session of the next Parliament.

124. Subsection 64(3) of the Act is repealed.

125. The Act is amended by adding the following after section 76.1:

76.2 If a mutual fund entity, as defined in subsection 490(1), or a closed-end fund, as defined in that subsection, becomes a subsidiary of a company by reason of the company investing, in the entity or fund, assets of a fund maintained by the company as required by paragraph 451(b), the company may permit the entity or fund to hold shares of the company, or shares or ownership interests of an entity that controls the company, as long as the assets of the mutual fund entity or closed-end fund reflect the securities upon which a generally recognized market index is based and the weighting of those securities in that index.

126. Subsection 383(2) of the Act is replaced by the following:

(2) If the Minister is satisfied on the basis of an application made under section 382 that the circumstances warrant the voluntary liquidation and dissolution of a company, the Minister may, by order, approve the application.

127. Subsection 428(2) of the Act is replaced by the following:

(2) Despite subsection (1), a company may record in its securities register a transfer or issue of any share of the company to a foreign institution that is controlled by the government of a foreign country or any political subdivision of a foreign country, or by any agent or agency of a foreign government, if the share that is transferred or issued is beneficially owned by the foreign institution or by an entity controlled by the foreign institution.

128. Section 430 of the Act is amended by adding the following after subsection (2):

(2.1) Subsection (2) does not apply to a foreign institution that is controlled by the government of a foreign country or any political subdivision of a foreign country, or by any agent or agency of a foreign government, if the shares referred to in subsection (2) are beneficially owned by the foreign institution or by an entity controlled by the foreign institution.

129. (1) Paragraph 461(a) of the Act is replaced by the following:

(a) the aggregate of the amounts so paid or transferred in that financial year does not exceed the percentage of the portion of the profits of the participating account that is determined by the directors as the portion to be distributed for that financial year to the shareholders and participating policyholders, which percentage shall not exceed the percentage that is calculated in accordance with the regulations;

(2) Section 461 of the Act is renumbered as subsection 461(1) and is amended by adding the following:

(2) The Governor in Council may make regulations respecting the manner of calculating the percentage for the purposes of paragraph (1)(a).

130. Subsection 464.1(2) of the Act is replaced by the following:

(2) A company that made changes in respect of its adjustable policies during the preceding 12 months shall within the prescribed period send the prescribed information to the policyholder, if the adjustable policy was issued in Canada or if it confers voting rights.

131. Paragraph 469.1(3)(b) of the English version of the Act is replaced by the following:

(b) the time and place at which, the form and manner in which and the persons to whom information is to be disclosed; and

132. Subsection 480(1) of the Act is replaced by the following:

480. (1) A company shall not make a loan to a natural person that is repayable in Canada unless the cost of borrowing, as calculated and expressed in accordance with section 481, and other prescribed information have been disclosed by the company to the borrower at the prescribed time and place and in the prescribed form and manner.

133. (1) Paragraph 482(1)(c) of the Act is replaced by the following:

(c) at the prescribed time and place and in the prescribed form and manner, any prescribed changes respecting the cost of borrowing or the loan agreement;

(2) Paragraph 482(1)(e) of the Act is replaced by the following:

(e) any other prescribed information, at the prescribed time and place and in the prescribed form and manner.

(3) Subsection 482(1.1) of the Act is replaced by the following:

(1.1) A company shall, in accordance with the regulations, at the prescribed time and place and in the prescribed form and manner, provide prescribed information in any application forms or related documents that it prepares for the issuance of credit, payment or charge cards and provide prescribed information to any person applying to it for a credit, payment or charge card.

(4) Paragraphs 482(2)(d) and (e) of the Act are replaced by the following:

(d) at the prescribed time and place and in the prescribed form and manner, any prescribed changes respecting the cost of borrowing or the loan agreement; and

(e) any other prescribed information, at the prescribed time and place and in the prescribed form and manner.

(5) Paragraphs 482(3)(d) and (e) of the Act are replaced by the following:

(d) at the prescribed time and place and in the prescribed form and manner, any prescribed changes respecting the cost of borrowing under the arrangement; and

(e) any other prescribed information, at the prescribed time and place and in the prescribed form and manner.

134. Sections 482.1 to 484 of the Act are replaced by the following:

482.1 If a company makes a loan in respect of which the disclosure requirements of section 480 apply and the loan is secured by a mortgage on real property, the company shall disclose to the borrower, at the prescribed time and place and in the prescribed form and manner, any information that is prescribed respecting the renewal of the loan.

483. No person shall authorize the publication, issue or appearance of any advertisement in Canada relating to arrangements referred to in subsection 482(3), loans, credit cards, payment cards or charge cards, offered to natural persons by a company, and purporting to disclose prescribed information about the cost of borrowing or about any other matter unless the advertisement discloses prescribed information at the prescribed time and place and in the prescribed form and manner.

484. If regulations have been made respecting the manner in which the cost of borrowing is to be disclosed in respect of an advance on the security or against the cash surrender value of a policy, a company shall not make such an advance unless the cost of borrowing, as calculated and expressed in accordance with the regulations, has, at the prescribed time and place and in the prescribed form and manner, been disclosed by the company or otherwise as prescribed to the policyholder at or before the time when the advance is made.

135. (1) The portion of paragraph 485(a) of the Act before subparagraph (i) is replaced by the following:

(a) respecting the time and place at which, and the form and manner in which, a company is to disclose to a borrower

(2) Paragraph 485(g) of the Act is replaced by the following:

(g) respecting the time and place at which, and the form and manner in which, any rights, obligations, charges or penalties referred to in sections 479.1 to 484 are to be disclosed;

136. Subsection 487(1) of the Act is replaced by the following:

487. (1) A company shall, in accordance with the regulations, at the prescribed time and place and in the prescribed form and manner, provide a person requesting or receiving a product or service from it with prescribed information on how to contact the Agency if the person has a complaint about an arrangement referred to in subsection 482(3), a payment, credit or charge card, the disclosure of or manner of calculating the cost of borrowing in respect of a loan or an advance on the security or against the cash surrender value of a policy, or about any other obligation of the company under a consumer provision.

137. Paragraph 488.1(b) of the Act is replaced by the following:

(b) the time and place at which and the form and manner in which any of those activities are to be carried out or any of those services are to be provided.

138. (1) Subsections 489.1(2) and (3) of the Act are replaced by the following:

(2) A company shall, at the prescribed time and place and in the prescribed form and manner, file a copy of the statement with the Commissioner.

(3) A company shall, at the prescribed time and place and in the prescribed form and manner, disclose the statement to its customers and to the public.

(2) Paragraph 489.1(4)(a) of the Act is replaced by the following:

(a) the name, contents and form of a statement referred to in subsection (1) and the time and place at which and the manner in which it must be prepared;

(3) Paragraphs 489.1(4)(c) and (d) of the Act are replaced by the following:

(c) the time and place at which and the form and manner in which a statement must be filed under subsection (2); and

(d) the time and place at which and the form and manner in which a statement mentioned in subsection (3) is to be disclosed, respectively, to a company’s customers and to the public.

139. Paragraph 489.2(b) of the Act is replaced by the following:

(b) the time and place at which, the form and manner in which and the persons to whom information is to be disclosed; and

140. (1) Subsection 495(3.1) of the Act is replaced by the following:

(3.1) Despite paragraph (3)(a), a life company may acquire control of, or acquire or increase a substantial investment in, any entity that acts as a trustee for a trust if the entity has been permitted under the laws of a province to act as a trustee for a trust and the following conditions are satisfied:

(a) the entity acts as a trustee only with respect to a closed-end fund or mutual fund entity; and

(b) if the entity engages in other business, that business is limited to engaging in one or more of the following:

(i) the activities of a mutual fund distribution entity,

(ii) any activity that a company is permitted to engage in under subsection 441(1.1), and

(iii) the provision of investment counselling services and portfolio management services.

(2) Subsection 495(5.1) of the Act is replaced by the following:

(5.1) Despite paragraph (5)(a), a property and casualty company, or a marine company, may acquire control of, or acquire or increase a substantial investment in, any entity that acts as a trustee for a trust if the entity has been permitted under the laws of a province to act as a trustee for a trust and the following conditions are satisfied:

(a) the entity acts as a trustee only with respect to a closed-end fund or mutual fund entity; and

(b) if the entity engages in other business, that business is limited to engaging in one or more of the following:

(i) the activities of a mutual fund distribution entity, and

(ii) the provision of investment counselling services and portfolio management services.

(3) Subsection 495(7) of the Act is amended by adding the following after paragraph (b):

(b.1) acquire control of an entity referred to in paragraph (1)(j) if the company is a company with equity of two billion dollars or more and

A + B > C

where

A      is the value of the entity’s consolidated assets, as it would have been reported in the entity’s annual financial statements if those statements had been prepared immediately before the acquisition,

B      is the aggregate of the values of the consolidated assets of all other entities referred to in paragraph (1)(j) that the company has acquired control of within the preceding 12 months, as the value for each entity would have been reported in its annual financial statements if those statements had been prepared immediately before the acquisition of control of that entity, and

C      is 10% of the value of the company’s consolidated assets, as shown in the company’s last annual statement that was prepared before its first acquisition of control of an entity referred to in paragraph (1)(j) within the preceding 12 months;

(4) Section 495 of the Act is amended by adding the following after subsection (7):

(7.1) In addition to any matters or conditions provided for in this Act that are relevant to the granting of an approval, the Minister may, in considering whether to grant the approval under paragraph (7)(b.1), take into account all matters that he or she considers relevant in the circumstances, including

(a) the stability of the financial system in Canada; and

(b) the best interests of the financial system in Canada.

141. Paragraph 542.061(3)(b) of the English version of the Act is replaced by the following:

(b) the time and place at which, the form and manner in which and the persons to whom information is to be disclosed; and

142. The Act is amended by adding the following after section 549:

549.1 Sections 261, 262 and 266 to 270 apply to societies, with the modifications that the circumstances require.

143. Subsection 570.07(2) of the Act is replaced by the following:

(2) If the Minister is satisfied, on the basis of an application made under section 570.06, that the circumstances warrant the voluntary liquidation and dissolution of a society, the Minister may, by order, approve the application.

144. Paragraph 581(1)(a) of the Act is replaced by the following:

(a) vested in trust assets of at least five million dollars or any greater amount that the Superintendent specifies;

145. Section 582 of the English version of the Act is replaced by the following:

582. (1) The assets of a foreign entity to be vested in trust under paragraph 581(1)(a) are to consist of unencumbered securities of or guaranteed by Canada or a province.

(2) Those assets may also consist of other securities at the accepted value and on the conditions established by the Superintendent.

146. Subsection 599(1) of the Act is replaced by the following:

599. (1) A foreign company shall not include in its assets in Canada any loan to a natural person that is repayable in Canada unless the cost of borrowing, as calculated and expressed in accordance with section 600, and other prescribed information have been disclosed by the foreign company to the borrower at the prescribed time and place and in the prescribed form and manner.

147. (1) Paragraph 601(1)(c) of the Act is replaced by the following:

(c) at the prescribed time and place and in the prescribed form and manner, any changes respecting the cost of borrowing or the loan agreement;

(2) Paragraph 601(1)(e) of the Act is replaced by the following:

(e) any other prescribed information, at the prescribed time and place and in the prescribed form and manner.

(3) Subsection 601(2) of the Act is replaced by the following:

(2) A foreign company shall, in accordance with the regulations, at the prescribed time and place and in the prescribed form and manner, provide prescribed information in any application forms or related documents that it prepares for the issuance of credit, payment or charge cards in Canada and provide prescribed information to any person applying to it in Canada for a credit, payment or charge card.

(4) Paragraphs 601(3)(d) and (e) of the Act are replaced by the following:

(d) at the prescribed time and place and in the prescribed form and manner, any prescribed changes respecting the cost of borrowing or the loan agreement; and

(e) any other prescribed information, at the prescribed time and place and in the prescribed form and manner.

(5) Paragraphs 601(4)(d) and (e) of the Act are replaced by the following:

(d) at the prescribed time and place and in the prescribed form and manner, any prescribed changes respecting the cost of borrowing or the loan agreement; and

(e) any other prescribed information, at the prescribed time and place and in the prescribed form and manner.

148. Sections 601.1 to 602 of the Act are replaced by the following:

601.1 If a foreign company makes a loan in respect of which the disclosure requirements of section 599 apply and the loan is secured by a mortgage on real property, the foreign company shall disclose to the borrower, at the prescribed time and place and in the prescribed form and manner, any information that is prescribed respecting the renewal of the loan.

601.2 No person shall authorize the publication, issue or appearance of any advertisement in Canada relating to arrangements referred to in subsection 601(4), loans, credit cards, payment cards or charge cards, offered to natural persons by a foreign company, and purporting to disclose prescribed information about the cost of borrowing or about any other matter unless the advertisement discloses prescribed information at the prescribed time and place and in the prescribed form and manner.

602. If regulations have been made respecting the manner in which the cost of borrowing is to be disclosed in respect of an advance on the security or against the cash surrender value of a policy, a foreign company shall not make such an advance unless the cost of borrowing, as calculated and expressed in accordance with the regulations, has, at the prescribed time and place and in the prescribed form and manner, been disclosed by the foreign company or otherwise as prescribed to the policyholder at or before the time when the advance is made.

149. (1) The portion of paragraph 603(a) of the Act before subparagraph (i) is replaced by the following:

(a) respecting the time and place at which, and the form and manner in which, a foreign company is to disclose to a borrower

(2) Paragraph 603(g) of the Act is replaced by the following:

(g) respecting the time and place at which, and the form and manner in which, any rights, obligations, charges or penalties referred to in sections 598.1 to 602 are to be disclosed;

150. Subsection 605(1) of the Act is replaced by the following:

605. (1) A foreign company shall, in accordance with the regulations, at the prescribed time and place and in the prescribed form and manner, provide a person in Canada requesting or receiving a product or service in Canada from it with prescribed information on how to contact the Agency if the person has a complaint about an arrangement referred to in subsection 601(3), a payment, credit or charge card referred to in subsection 601(2), the disclosure of or manner of calculating the cost of borrowing in respect of a loan repayable in Canada or an advance on the security or against the cash surrender value of a policy, or about any other obligation of the foreign company under a consumer provision.

151. Paragraph 606.1(b) of the Act is replaced by the following:

(b) the time and place at which and the form and manner in which any of those activities are to be carried out or any of those services are to be provided.

152. Paragraph 607.1(b) of the Act is replaced by the following:

(b) the time and place at which, the form and manner in which and the persons to whom information is to be disclosed; and

153. The Act is amended by adding the following after section 670:

670.1 On the application of a company or society that has been incorporated by a special Act of Parliament, the Superintendent may issue a certificate stating that it was incorporated by a special Act of Parliament, and may include with the certificate any information in the Superintendent’s possession that relates to the company’s or society’s incorporation.

154. Section 707 of the Act is replaced by the following:

707. (1) Subject to subsections (2) and (4), insurance holding companies shall not carry on business after the day that is the fifth anniversary of the day on which this section comes into force.

(2) The Governor in Council may, by order, extend by up to six months the time during which insurance holding companies may continue to carry on business. No more than one order may be made under this subsection.

(3) The order is not a regulation for the purposes of the Statutory Instruments Act. However, it shall be published in Part II of the Canada Gazette.

(4) If Parliament dissolves on the fifth anniversary of the day on which this section comes into force, on any day within the six-month period before that anniversary or on any day within an extension under subsection (2), insurance holding companies may continue to carry on business until the end of 180 days after the first day of the first session of the next Parliament.

155. Subsection 923(2) of the Act is replaced by the following:

(2) Where the Minister is satisfied on the basis of an application made under section 922 that the circumstances warrant the voluntary liquidation and dissolution of an insurance holding company, the Minister may, by order, approve the application.

156. Subsection 954(2) of the Act is replaced by the following:

(2) Despite subsection (1), an insurance holding company may record in its securities register a transfer or issue of any share of the insurance holding company to a foreign institution that is controlled by the government of a foreign country or any political subdivision of a foreign country, or by any agent or agency of a foreign government, if the share that is transferred or issued is beneficially owned by the foreign institution or by an entity controlled by the foreign institution.

157. Section 955 of the Act is renumbered as subsection 955(1) and is amended by adding the following:

(2) Subsection (1) does not apply to a foreign institution that is controlled by the government of a foreign country or any political subdivision of a foreign country, or by any agent or agency of a foreign government, if the shares referred to in subsection (1) are beneficially owned by the foreign institution or by an entity controlled by the foreign institution.

158. (1) Subsection 971(3.1) of the Act is replaced by the following:

(3.1) Despite paragraph (3)(a), an insurance holding company may acquire control of, or acquire or increase a substantial investment in, any entity that acts as a trustee for a trust if the entity has been permitted under the laws of a province to act as a trustee for a trust and the following conditions are satisfied:

(a) the entity acts as a trustee only with respect to a closed-end fund or mutual fund entity; and

(b) if the entity engages in other business, that business is limited to engaging in one or more of the following:

(i) the activities of a mutual fund distribution entity,

(ii) any activity that a company is permitted to engage in under subsection 441(1.1), and

(iii) the provision of investment counselling services and portfolio management services.

(2) Subsection 971(5) of the Act is amended by adding the following after paragraph (b):

(b.1) acquire control of an entity referred to in paragraph (1)(j) if the insurance holding company is an insurance holding company with equity of two billion dollars or more and

A + B > C

where

A      is the value of the entity’s consolidated assets, as it would have been reported in the entity’s annual financial statements if those statements had been prepared immediately before the acquisition,

B      is the aggregate of the values of the consolidated assets of all other entities referred to in paragraph (1)(j) that the insurance holding company has acquired control of within the preceding 12 months, as the value for each entity would have been reported in its annual financial statements if those statements had been prepared immediately before the acquisition of control of that entity, and

C      is 10% of the value of the insurance holding company’s consolidated assets, as shown in the insurance holding company’s last annual statement that was prepared before its first acquisition of control of an entity referred to in paragraph (1)(j) within the preceding 12 months;

(3) Section 971 of the Act is amended by adding the following after subsection (5):

(5.1) In addition to any matters or conditions provided for in this Act that are relevant to the granting of an approval, the Minister may, in considering whether to grant the approval under paragraph (5)(b.1), take into account all matters that he or she considers relevant in the circumstances, including

(a) the stability of the financial system in Canada; and

(b) the best interests of the financial system in Canada.

159. The Act is amended by adding the following after section 1016.6:

Exceptions to Generally Accepted Accounting Principles

1016.61 (1) If, as a result of a change to the accounting principles referred to in subsections 331(4) and 887(4) — whether the change is made before or after this section comes into force — the Superintendent considers, given any prudential considerations that he or she considers relevant, that any amount, calculation or valuation under this Act or the regulations is not appropriate, the Superintendent may specify the amount that is to be used or the calculation or valuation that is to be performed instead.

(2) The Superintendent shall cause a notice of the specification to be published in the Canada Gazette within 60 days after the day on which the specification has effect.

(3) The specification ceases to have effect on the day indicated in the notice, which may be no later than five years after the day on which the specification is made.

160. Paragraph 1019(1)(a) of the Act is replaced by the following:

(a) applications for approval under subsection 69(1), 76(2), 79(4), 84(1), 178(1), 238(3), 472(1), 495(8) or (12), 498(1) or (2) or 512(1), subparagraph 519(2)(b)(vi), section 522, subsection 523(2), 527(3) or (4) or 528.3(1), section 542.09 or subsection 544.1(2), 557(1) or (2), 569(1), 597(1), 748(1), 755(2), 757(4), 762(1), 805(1), 851(3), 964(1), 971(6) or (10), 974(1) or 987(1);

161. (1) Paragraph 1019.1(1)(b) of the Act is replaced by the following:

(b) paragraphs 495(7)(b.1), (c), (d) and (d.1);

(2) Paragraph 1019.1(1)(e) of the Act is replaced by the following:

(e) paragraphs 971(5)(b.1), (c), (d) and (d.1).

PART 4

TRUST AND LOAN COMPANIES ACT

162. The definition “consumer provision” in section 2 of the Trust and Loan Companies Act is replaced by the following:

“consumer provision” means a provision referred to in paragraph (d) or (d.1) of the definition “consumer provision” in section 2 of the Financial Consumer Agency of Canada Act;

163. Section 20 of the Act is replaced by the following:

20. (1) Subject to subsections (2) and (4), companies shall not carry on business after the day that is the fifth anniversary of the day on which this section comes into force.

(2) The Governor in Council may, by order, extend by up to six months the time during which companies may continue to carry on business. No more than one order may be made under this subsection.

(3) The order is not a regulation for the purposes of the Statutory Instruments Act. However, it shall be published in Part II of the Canada Gazette.

(4) If Parliament dissolves on the fifth anniversary of the day on which this section comes into force, on any day within the six-month period before that anniversary or on any day within an extension under subsection (2), companies may continue to carry on business until the end of 180 days after the first day of the first session of the next Parliament.

164. Subsection 63(3) of the Act is repealed.

165. Subsection 396(2) of the Act is replaced by the following:

(2) Despite subsection (1), a company may record in its securities register a transfer or issue of any share of the company to a foreign institution that is controlled by the government of a foreign country or any political subdivision of a foreign country, or by any agent or agency of a foreign government, if the share that is transferred or issued is beneficially owned by the foreign institution or by an entity controlled by the foreign institution.

166. Section 399 of the Act is amended by adding the following after subsection (2):

(2.1) Subsection (2) does not apply to a foreign institution that is controlled by the government of a foreign country or any political subdivision of a foreign country, or by any agent or agency of a foreign government, if the shares referred to in subsection (1) are beneficially owned by the foreign institution or by an entity controlled by the foreign institution.

167. Paragraph 418.1(3)(b) of the English version of the Act is replaced by the following:

(b) the time and place at which, the form and manner in which and the persons to whom information is to be disclosed; and

168. The portion of paragraph 429(a) of the Act before subparagraph (i) is replaced by the following:

(a) the time and place at which and the form and manner in which disclosure is to be made by a company of

169. Sections 432 and 433 of the Act are replaced by the following:

432. A company shall disclose to its customers and to the public, at the prescribed time and place and in the prescribed form and manner, the charges applicable to deposit accounts with the company and the usual amount, if any, charged by the company for services normally provided by the company to its customers and to the public.

433. (1) A company shall not increase any charge applicable to a personal deposit account with the company or introduce any new charge applicable to a personal deposit account with the company unless the company discloses the charge at the prescribed time and place and in the prescribed form and manner to the customer in whose name the account is kept.

(2) With respect to prescribed services in relation to deposit accounts, other than personal deposit accounts, a company shall not increase any charge for any such service in relation to a deposit account with the company or introduce any new charge for any such service in relation to a deposit account with the company unless the company discloses the charge at the prescribed time and place and in the prescribed form and manner to the customer in whose name the account is kept.

170. Subsection 436(1) of the Act is replaced by the following:

436. (1) A company shall not make a loan to a natural person that is repayable in Canada unless the cost of borrowing, as calculated and expressed in accordance with section 437, and other prescribed information have been disclosed by the company to the borrower at the prescribed time and place and in the prescribed form and manner.

171. (1) Paragraph 438(1)(c) of the Act is replaced by the following:

(c) at the prescribed time and place and in the prescribed form and manner, any prescribed changes respecting the cost of borrowing or the loan agreement;

(2) Paragraph 438(1)(e) of the Act is replaced by the following:

(e) any other prescribed information, at the prescribed time and place and in the prescribed form and manner.

(3) Subsection 438(1.1) of the Act is replaced by the following:

(1.1) A company shall, in accordance with the regulations, at the prescribed time and place and in the prescribed form and manner, provide prescribed information in any application forms or related documents that it prepares for the issuance of credit, payment or charge cards and provide prescribed information to any person applying to it for a credit, payment or charge card.

(4) Paragraphs 438(2)(d) and (e) of the Act are replaced by the following:

(d) at the prescribed time and place and in the prescribed form and manner, any prescribed changes respecting the cost of borrowing or the loan agreement; and

(e) any other prescribed information, at the prescribed time and place and in the prescribed form and manner.

(5) Paragraphs 438(3)(d) and (e) of the Act are replaced by the following:

(d) at the prescribed time and place and in the prescribed form and manner, any prescribed changes respecting the cost of borrowing under the arrangement; and

(e) any other prescribed information, at the prescribed time and place and in the prescribed form and manner.

172. Sections 438.1 and 439 of the Act are replaced by the following:

438.1 If a company makes a loan in respect of which the disclosure requirements of section 436 apply and the loan is secured by a mortgage on real property, the company shall disclose to the borrower, at the prescribed time and place and in the prescribed form and manner, any information that is prescribed respecting the renewal of the loan.

439. No person shall authorize the publication, issue or appearance of any advertisement in Canada relating to arrangements referred to in subsection 438(3), loans, credit cards, payment cards or charge cards, offered to natural persons by a company, and purporting to disclose prescribed information about the cost of borrowing or about any other matter unless the advertisement discloses prescribed information at the prescribed time and place and in the prescribed form and manner.

173. (1) The portion of paragraph 440(a) of the Act before subparagraph (i) is replaced by the following:

(a) respecting the time and place at which, and the form and manner in which, a company is to disclose to a borrower

(2) Paragraph 440(f) of the Act is replaced by the following:

(f) respecting the time and place at which, and the form and manner in which, any rights, obligations, charges or penalties referred to in sections 435.1 to 439 are to be disclosed;

174. Subsection 442(1) of the Act is replaced by the following:

442. (1) A company shall, in accordance with the regulations, at the prescribed time and place and in the prescribed form and manner, provide a person requesting or receiving a product or service from it with prescribed information on how to contact the Agency if the person has a complaint about a deposit account, an arrangement referred to in subsection 438(3), a payment, credit or charge card, the disclosure of or manner of calculating the cost of borrowing in respect of a loan or about any other obligation of the company under a consumer provision.

175. Paragraph 443.2(b) of the Act is replaced by the following:

(b) the time and place at which and the form and manner in which any of those activities are to be carried out or any of those services are to be provided.

176. Paragraphs 444.1(5)(a) and (b) of the Act are replaced by the following:

(a) the time and place at which and the form and manner in which notice shall be given under subsection (1), the persons to whom it shall be given and the information to be included, the time, place, form and manner being permitted to vary according to circumstances specified in the regulations;

(b) circumstances in which a member company is not required to give notice under subsection (1), circumstances in which the Commissioner may exempt a member company from the requirement to give notice under that subsection, and circumstances in which the Commissioner may vary the time and place at which and the form and manner in which notice is required to be given under any regulation made under paragraph (a); and

177. (1) Subsections 444.2(2) and (3) of the Act are replaced by the following:

(2) A company shall, at the prescribed time and place and in the prescribed form and manner, file a copy of the statement with the Commissioner.

(3) A company shall, at the prescribed time and place and in the prescribed form and manner, disclose the statement to its customers and to the public.

(2) Paragraph 444.2(4)(a) of the Act is replaced by the following:

(a) the name, contents and form of a statement referred to in subsection (1) and the time within which, the place at which and the manner in which it must be prepared;

(3) Paragraphs 444.2(4)(c) and (d) of the Act are replaced by the following:

(c) the time and place at which and the form and manner in which a statement must be filed under subsection (2); and

(d) the time and place at which and the form and manner in which a statement mentioned in subsection (3) is to be disclosed, respectively, to a company’s customers and to the public.

178. Paragraph 444.3(b) of the Act is replaced by the following:

(b) the time and place at which, the form and manner in which and the persons to whom information is to be disclosed; and

179. (1) Subsection 453(3.1) of the Act is replaced by the following:

(3.1) Despite paragraph (3)(d), a company may acquire control of, or acquire or increase a substantial investment in, any entity that acts as a trustee for a trust if the entity has been permitted under the laws of a province to act as a trustee for a trust and the following conditions are satisfied:

(a) the entity acts as a trustee only with respect to a closed-end fund or mutual fund entity; and

(b) if the entity engages in other business, that business is limited to engaging in one or more of the following:

(i) the activities of a mutual fund distribution entity,

(ii) any activity that a company is permitted to engage in under paragraph 410(1)(d.1), and

(iii) the provision of investment counselling services and portfolio management services.

(2) Subsection 453(5) of the Act is amended by adding the following after paragraph (b):

(b.1) acquire control of an entity referred to in paragraph (1)(j) if the company is a company with equity of two billion dollars or more and

A + B > C

where

A      is the value of the entity’s consolidated assets, as it would have been reported in the entity’s annual financial statements if those statements had been prepared immediately before the acquisition,

B      is the aggregate of the values of the consolidated assets of all other entities referred to in paragraph (1)(j) that the company has acquired control of within the preceding 12 months, as the value for each entity would have been reported in its annual financial statements if those statements had been prepared immediately before the acquisition of control of that entity, and

C      is 10% of the value of the company’s consolidated assets, as shown in the company’s last annual statement that was prepared before its first acquisition of control of an entity referred to in paragraph (1)(j) within the preceding 12 months;

(3) Section 453 of the Act is amended by adding the following after subsection (5):

(5.1) In addition to any matters or conditions provided for in this Act that are relevant to the granting of an approval, the Minister may, in considering whether to grant the approval under paragraph (5)(b.1), take into account all matters that he or she considers relevant in the circumstances, including

(a) the stability of the financial system in Canada; and

(b) the best interests of the financial system in Canada.

180. Paragraph 505(2)(a) of the Act is replaced by the following:

(a) has a right of access to any records, cash, assets and security held by or on behalf of a company; and

181. The Act is amended by adding the following after section 527.8:

Exceptions to Generally Accepted Accounting Principles

527.81 (1) If, as a result of a change to the accounting principles referred to in subsection 313(4) — whether the change is made before or after this section comes into force — the Superintendent considers, given any prudential considerations that he or she considers relevant, that any amount, calculation or valuation under this Act or the regulations is not appropriate, the Superintendent may specify the amount that is to be used or the calculation or valuation that is to be performed instead.

(2) The Superintendent shall cause a notice of the specification to be published in the Canada Gazette within 60 days after the day on which the specification has effect.

(3) The specification ceases to have effect on the day indicated in the notice, which may be no later than five years after the day on which the specification is made.

182. Subsection 529.2(1) of the Act is replaced by the following:

529.2 (1) An application for the prior written approval of the Minister in respect of paragraph 410(1)(c) or (c.1) or 453(5)(b.1), (c), (d) or (d.1) must be filed with the Superintendent and contain the information, material and evidence that the Superintendent may require.

PART 5

AMENDMENTS TO OTHER ACTS

Bank of Canada Act

183. (1) Subsection 22(1.3) of the Bank of Canada Act is replaced by the following:

(1.21) The Bank is not liable in respect of any returned payment as defined in section 2 of the Canada Deposit Insurance Corporation Act in respect of which the Canada Deposit Insurance Corporation has made a payment to the Bank under subsection 14.01(1) of that Act if

(a) the amount paid to the Bank was less than $1,000; and

(b) at least 40 years have gone by since the applicable date referred to in subsection 14(2.9) of that Act.

(1.3) The Bank is not liable in respect of a debt referred to in subsection (1), an instrument referred to in subsection (1.1), a claim referred to in subsection (1.2) or a returned payment referred to in subsection (1.21) if the amount paid to the Bank in respect of the debt, instrument, claim or returned payment was $1,000 or more and at least 100 years have gone by since the payment was made to the Bank.

(2) Subsection 22(3) of the Act is replaced by the following:

(2.1) The Bank is not liable in respect of any returned payment as defined in section 2 of the Canada Deposit Insurance Corporation Act in respect of which the Canada Deposit Insurance Corporation has paid an amount to the Bank under subsection 14.01(1) of that Act if an amount equal to the amount so paid has been paid by the Bank to a claimant under subsection 14.01(4) of that Act or to the Receiver General under subsection (3).

(3) An amount equal to the amount paid to the Bank in respect of a debt referred to in subsection (1), an instrument referred to in subsection (1.1), a claim referred to in subsection (1.2) or a returned payment referred to in subsection (1.21) shall, within two months after the end of the calendar year in which the applicable 40-year period expired, be paid by the Bank without interest to the Receiver General and the Bank may destroy all records relating to the debt, instrument, claim or returned payment.

184. Section 29 of the Act is replaced by the following:

29. (1) The Bank shall, as soon as practicable after the last business day of each week, post on its website financial information about its assets and liabilities.

(2) The Bank shall, as soon as practicable after the last business day of each month, post on its website its balance sheet as at the close of business on that day. The balance sheet shall set out information regarding the Bank’s investments in securities issued or guaranteed by the Government of Canada.

Canada Deposit Insurance Corporation Act

185. (1) The definition “receiver” in section 2 of the English version of the Canada Deposit Insurance Corporation Act is replaced by the following:

“receiver” includes a receiver-manager and a sequestrator;

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

“returned payment” means any portion of a payment made by the Corporation under subsection 14(2) or (2.1) that is either returned to the Corporation or that otherwise remains under its control;

186. (1) The description of A in subsection 10.1(3.1) of the Act is replaced by the following:

A      is $15,000,000,000; and

(2) The description of D in subsection 10.1(3.2) of the Act is replaced by the following:

D      is the total amount of deposits insured by the Corporation on April 30, 2008.

(3) Subsection 10.1(3.4) of the Act is replaced by the following:

(3.4) The amount that the total principal indebtedness outstanding at any time in respect of borrowings under subsections (1) and (2) shall not exceed does not change if the amount determined under subsection (3.1) for the current year is less than the amount published under subsection (3.6) for the previous year.

187. Section 11 of the Act is amended by adding the following after subsection (2.1):

(2.2) If a by-law requires approval in writing by the Minister under this Act in order to be effective, then, for the purposes of subsection 5(1) of the Statutory Instruments Act, the by-law is deemed to be made on the day on which the Corporation receives that approval.

188. (1) Paragraph 14(2.1)(c) of the French version of the Act is replaced by the following:

(2) Section 14 of the Act is amended by adding the following after subsection (2.9):

(2.91) For the purposes of calculating the payment to be made by the Corporation in respect of any deposit insured by deposit insurance, the deposit, other than accrued interest, must be posted in the member institution’s records in accordance with the member institution’s regular transaction posting process as of the applicable date referred to in subsection (2.9).

(3) Subsection 14(4.1) of the Act is replaced by the following:

(4.01) In the case of a returned payment, at the expiry of one year from the applicable date referred to in subsection (2.9), the Corporation is subrogated, to the extent of the amount of the returned payment, to all the rights and interests of the depositor and may maintain an action in respect of those rights and interests in the name of the depositor or in the name of the Corporation.

(4.1) If the Corporation is subrogated to the rights and interests of a depositor under subsection (4) or (4.01) in respect of any deposit with a member institution that is being wound up, the Corporation ranks,

(a) to the extent that the payment was made under subsection (2) or (2.1), including in the case of a returned payment, equally with the depositor in respect of their deposit; and

(b) to the extent that the payment includes any interest paid under subsection (2.4), equally with the depositor in respect of interest accruing and payable on their deposit after the date of the making of the winding-up order.

189. The Act is amended by adding the following after section 14:

14.01 (1) The Corporation shall pay to the Bank of Canada an amount equal to a returned payment within three months after the expiry of a 10-year period from the applicable date referred to in subsection 14(2.9), and payment to the Bank of Canada accordingly discharges the Corporation from all liability in respect of the returned payment.

(2) The Corporation shall mail to each person to whom a returned payment remains payable, at the person’s address in so far as the address is known to the Corporation, a notice that the returned payment remains unpaid and that payment of an amount equal to the returned payment will be paid by the Corporation to the Bank of Canada. The notice must be sent at least six months before the date by which payment is to be made by the Corporation to the Bank of Canada and must also include the mailing address and websites where information can be obtained on how to claim the returned payment from the Corporation before payment is made by the Corporation to the Bank of Canada.

(3) The Corporation shall, on making a payment under subsection (1), provide to the Bank of Canada the amount of the returned payment and, in so far as it is known to the Corporation, any information that the Bank of Canada determines is necessary to verify the identity of the depositor who is entitled to the returned payment, including

(a) the depositor’s name;

(b) the depositor’s address;

(c) information relating to the depositor’s pieces of identification; and

(d) information relating to another person’s authority to act on behalf of the depositor.

(4) Subject to section 22 of the Bank of Canada Act, if payment has been made to the Bank of Canada under subsection (1) in respect of any returned payment, and if payment is demanded from the Bank of Canada by the person who, but for that subsection, would be entitled to receive the returned payment, the Bank of Canada is liable to pay an amount equal to the amount so paid to it to the claimant.

(5) The liability of the Bank of Canada under subsection (4) may be enforced by action or other civil proceeding against the Bank of Canada in any court of competent jurisdiction.

190. Paragraph 17(2)(b) of the Act is replaced by the following:

(b) on the day on which the amendment takes effect, any existing cancellation of the institution’s policy of deposit insurance under paragraph 33(1)(b) or (c) or subsection 33(2) is revoked; and

191. (1) Subsection 21(1) of the Act is replaced by the following:

21. (1) Subject to subsection (4), the Corporation shall, for each premium year, assess and collect from each member institution an annual premium in an amount determined under the by-laws.

(2) Subsection 21(2) of the Act is amended by striking out “and” at the end of paragraph (b), by adding “and” at the end of paragraph (c) and by adding the following after paragraph (c):

(d) fixing the minimum amount of, or providing the manner for determining the minimum amount of, the annual premium.

(3) Subsection 21(4) of the Act is replaced by the following:

(4) The annual premium for a member institution shall be no greater than one third of 1%, or any smaller proportion of 1% that may be fixed in respect of the premium year by the Governor in Council, of an amount equal to the sum of so much of the deposits as are considered to be insured by the Corporation and deposited with the member institution as of April 30 in the immediately preceding premium year.

192. Subsection 23(1) of the Act is replaced by the following:

23. (1) The premium payable by a member institution in respect of the premium year in which it becomes a member institution shall be the same proportion of the annual premium for that member institution determined by by-law made under subsection 21(2) based on an amount equal to the sum of so much of the deposits as are considered to be insured by the Corporation and deposited with the member institution as of the end of the month in which it becomes a member institution, as the number of days in which any of the deposits with that member institution are insured by the Corporation in that premium year is of 365.

193. The portion of subsection 30(2) of the English version of the Act before paragraph (a) is replaced by the following:

(2) The chief executive officer or chairperson of the board of directors of a member institution to whom a report has been sent or delivered under subsection (1) shall, within 15 days after the receipt of the report, cause

194. Subsection 33(1) of the Act is amended by striking out “or” at the end of paragraph (a), by adding “or” at the end of paragraph (b) and by adding the following after paragraph (b):

(c) has not begun to accept deposits within a period of two years beginning on the day on which it became a member institution.

195. Subsection 34(5) of the Act is replaced by the following:

(5) If the policy of deposit insurance of a federal member institution is cancelled by the Corporation under paragraph 33(1)(b) or (c) or subsection 33(2), the Superintendent must, under paragraph 54(1)(a) of the Bank Act, paragraph 62(1)(a) of the Cooperative Credit Associations Act or paragraph 58(1)(b) of the Trust and Loan Companies Act, as the case may be, amend the federal member institution’s order approving the commencement and carrying on of business to prohibit the institution from accepting deposits in Canada.

196. Section 39.13 of the Act is amended by adding the following after subsection (5):

(5.1) Without limiting the generality of subsection (5) and despite anything in federal or provincial law, the Corporation, as receiver, is not liable in that capacity for any environmental condition that arose or environmental damage that occurred

(a) before the Corporation’s appointment as receiver; or

(b) after the Corporation’s appointment as receiver unless it is established that the condition arose or the damage occurred as a result of the Corporation’s gross negligence or wilful misconduct or, in Quebec, the Corporation’s gross or intentional fault.

(5.2) Nothing in subsection (5.1) exempts the Corporation, as receiver, from any duty to report or make disclosure imposed by a law referred to in that subsection.

(5.3) Without limiting the generality of subsection (5) and despite anything in federal or provincial law but subject to subsection (5.2), if an order is made that has the effect of requiring the Corporation, as receiver, to remedy any environmental condition or environmental damage affecting property involved in the receivership, the Corporation, as receiver, is not liable for failure to comply with the order, and is not liable for any costs that are or would be incurred by any person in carrying out the terms of the order,

(a) if, within the time that is specified in the order, or within 10 days after the appointment of the Corporation as receiver if the order is in effect when the Corporation is appointed as receiver, the Corporation, as receiver,

(i) complies with the order, or

(ii) on notice to the person who issued the order, abandons, disposes of or otherwise releases any interest in any real property, or any right in any immovable, affected by the condition or damage; or

(b) if the Corporation, as receiver, had, before the order was made, abandoned, disposed of or otherwise released any interest in any real property, or any right in any immovable, affected by the condition or damage.

(5.4) Without limiting the generality of subsection (5) and despite anything in federal or provincial law, the Corporation, as receiver, is not liable in respect of a liability, including one as a successor employer,

(a) that is in respect of the employees or former employees of the federal member institution or a predecessor of the federal member institution or in respect of a pension plan for the benefit of those employees or former employees; and

(b) that existed before the Corporation is appointed as receiver or that is calculated by reference to a period before the Corporation’s appointment.

(5.5) Subsection (5.4) does not affect the liability of a successor employer other than the Corporation, as receiver.

197. (1) The portion of paragraph 39.131(1)(a) of the Act before subparagraph (i) is replaced by the following:

(a) exempt a federal member institution in respect of which an order directing the incorporation of a bridge institution is made, a bridge institution, a subsidiary of any of those institutions or any other person from the application of any provision of this Act or the regulations or of the following Acts or regulations made under them:

(2) Paragraph 39.131(1)(b) of the Act is replaced by the following:

(b) provide that any provision of this Act or the regulations or of the Acts referred to in paragraph (a) or regulations made under them applies to a federal member institution in respect of which an order directing the incorporation of a bridge institution is made, a bridge institution, a subsidiary of any of those institutions or any other person but only in the manner and to the extent provided for in the order and adapt that provision for the purpose of that application.

198. Paragraph 39.15(1)(a) of the Act is replaced by the following:

(a) no action or other civil proceeding before a judicial or quasi-judicial body and no arbitration may be commenced or continued against the federal member institution or in respect of its assets other than a proceeding under the Winding-up and Restructuring Act commenced by the Corporation or the Attorney General of Canada;

199. Section 39.151 of the Act is replaced by the following:

39.151 (1) Any action or other civil proceeding before a judicial or quasi-judicial body and any arbitration, to which a bridge institution may become a party by virtue of acquiring an asset or assuming a liability of the federal member institution shall be stayed for a period of 90 days from the day on which the bridge institution acquires the asset or assumes the liability.

(2) The bridge institution may waive the stay referred to in subsection (1).

39.152 (1) Subject to subsection (2), if an agreement with a federal member institution is assigned to or assumed by a bridge institution

(a) a person is prohibited from terminating or amending the agreement, or claiming an accelerated payment or forfeiture of the term under the agreement, by reason only of

(i) the federal member institution’s insolvency;

(ii) a non-monetary default by the federal member institution in the performance of its obligations under the agreement;

(iii) a monetary default by the federal member institution under the agreement that is remedied by the bridge institution within 60 days following the assignment or assumption of the agreement;

(iv) the making of an order under subsection 39.13(1), or

(v) the agreement being assigned to or assumed by a bridge institution; and

(b) any stipulation in the agreement that has the effect of providing for or permitting anything that, in substance, is contrary to any of subparagraphs (a)(i) to (v) or provides, in substance, that the bridge institution does not have the rights to use or deal with assets that the bridge institution would otherwise have by reason of the occurrence of any circumstance described in those subparagraphs, is of no force or effect.

(2) Subparagraphs (1)(a)(ii) and (iii) do not apply to an eligible financial contract as defined in subsection 39.15(9).

(3) If a bridge institution becomes a member of an organization in place of a federal member institution, it is prohibited for the organization to terminate the bridge institution’s membership by reason only of

(a) the federal member institution’s insolvency;

(b) the making of an order under subsection 39.13(1);

(c) a default by the federal member institution in the performance of its obligations under the rules of the organization; or

(d) the federal member institution’s membership being transferred to the bridge institution.

200. The portion of subsection 39.17(1) of the Act before paragraph (a) is replaced by the following:

39.17 (1) A superior court may, on any terms that it considers proper, grant leave to a person to do anything that the person would otherwise be prevented from doing by section 39.15 or lift, or reduce the length of, a stay under section 39.151 if the court is satisfied

201. Section 39.372 of the Act is replaced by the following:

39.372 (1) If a bridge institution becomes the employer of employees of a federal member institution, the bridge institution is not liable in respect of a liability, including one as a successor employer,

(a) that is in respect of the employees or former employees of the federal member institution or a predecessor of the federal member institution or in respect of a pension plan for the benefit of those employees or former employees; and

(b) that exists before the bridge institution becomes the employer or that is calculated by reference to a period before the bridge institution becomes the employer.

(2) Subsection (1) does not affect the liability of a successor employer other than the bridge institution.

202. (1) The portion of paragraph 39.3723(1)(a) of the Act before subparagraph (i) is replaced by the following:

(a) exempt federal member institutions in respect of which an order directing the incorporation of a bridge institution is made, bridge institutions or subsidiaries of any of those institutions, or any class of those institutions or class of their subsidiaries, or any other person from the application of any provision of this Act or the regulations or of the following Acts or regulations made under them:

(2) Paragraph 39.3723(1)(b) of the Act is replaced by the following:

(b) provide that any provision of this Act or the regulations or of the Acts referred to in paragraph (a) or regulations made under them applies to federal member institutions in respect of which an order directing the incorporation of a bridge institution is made, bridge institutions or subsidiaries of any of those institutions, or any class of those institutions or class of their subsidiaries, or any other person but only in the manner and to the extent provided for in the regulation and adapt that provision for the purpose of that application.

203. Section 45.2 of the Act is replaced by the following:

45.2 (1) All information regarding the affairs of a federal institution or provincial institution or of any person dealing with one that is obtained or produced by or for the Corporation is confidential and shall be treated accordingly.

(2) The Corporation may, if it is satisfied that the information will be treated as confidential by the recipient and after consultation with the Superintendent, disclose any information obtained from the Superintendent regarding the affairs of a federal member institution

(a) to any government agency or body that regulates or supervises financial institutions, for purposes related to that regulation or supervision;

(b) to any other agency or body that regulates or supervises financial institutions, for purposes related to that regulation or supervision; or

(c) to any deposit insurer or any compensation association for purposes related to its operation.

204. The English version of the Act is amended by replacing “his” with “their” in subsections 3(1), (2) and (4) of the schedule.

205. The English version of the Act is amended by replacing “he” with “the beneficiary” in subsection 3(2) of the schedule.

206. The English version of the Act is amended by replacing “his” with “his or her” in the following provisions:

(a) subsection 5(5);

(b) subsection 6(2); and

(c) subsection 44(2).