Bill S-5

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S-5

First Session, Forty-first Parliament,

60 Elizabeth II, 2011

SENATE OF CANADA

BILL S-5

An Act to amend the law governing financial institutions and to provide for related and consequential matters

AS PASSED

BY THE SENATE
DECEMBER 16, 2011

90634

SUMMARY

This enactment amends a number of Acts governing financial institutions. It also amends legislation related to the regulation of financial institutions. Notable among the amendments are the following:

(a) amendments to the Bank Act, the Cooperative Credit Associations Act, the Insurance Companies Act and the Trust and Loan Companies Act aimed at reinforcing stability and fine-tuning the consumer-protection framework; and

(b) technical amendments to the Bank Act, the Cooperative Credit Associations Act, the Insurance Companies Act, the Trust and Loan Companies Act, the Bank of Canada Act, the Canada Deposit Insurance Corporation Act, the Canadian Payments Act, the Winding-up and Restructuring Act, the Office of the Superintendent of Financial Institutions Act, the Payment Clearing and Settlement Act and the Financial Consumer Agency of Canada Act.

Available on the Parliament of Canada Web Site at the following address:
http://www.parl.gc.ca

TABLE OF PROVISIONS

AN ACT TO AMEND THE LAW GOVERNING FINANCIAL INSTITUTIONS AND TO PROVIDE FOR RELATED AND CONSEQUENTIAL MATTERS

SHORT TITLE

1. Financial System Review Act

PART 1

BANK ACT

2-103. Amendments

PART 2

COOPERATIVE CREDIT ASSOCIATIONS ACT

104-121. Amendments

PART 3

INSURANCE COMPANIES ACT

122-161. Amendments

PART 4

TRUST AND LOAN COMPANIES ACT

162-182. Amendments

PART 5

AMENDMENTS TO OTHER ACTS

183-184. Bank of Canada Act

185-206. Canada Deposit Insurance Corporation Act

207-209. Canadian Payments Act

210-211. Winding-up and Restructuring Act

212. Office of the Superintendent of Financial Institutions Act

213-216. Payment Clearing and Settlement Act

217-221. Financial Consumer Agency of Canada Act

PART 6

COORDINATING AMENDMENTS AND COMING INTO FORCE

Coordinating Amendments

222. Subsections 217(1) and (2)

223. 2010, c. 12

224. 2010, c. 25

Coming into Force

225. Order in council

1st Session, 41st Parliament,

60 Elizabeth II, 2011

senate of canada

BILL S-5

An Act to amend the law governing financial institutions and to provide for related and consequential matters

Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:

SHORT TITLE

Short title

1. This Act may be cited as the Financial System Review Act.

PART 1

1991, c. 46

BANK ACT

2001, c. 9, s. 35(7)

2. (1) The definition “consumer provision” in section 2 of the Bank Act is replaced by the following:

“consumer provision”
« disposition visant les consommateurs »

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

2001, c. 9, s. 35(5)

(2) The portion of the definition “banque étrangère” in section 2 of the French version of the Act after paragraph (g) is replaced by the following:

Sont exclues de la présente définition les filiales des banques figurant à l’annexe I dans sa version antérieure à l’entrée en vigueur de l’article 184 de la Loi sur l’Agence de la consommation en matière financière du Canada, sauf si le ministre prend la décision d’exclure une ou plusieurs de ces banques de l’application du paragraphe 378(1).

2007, c. 6, s. 4

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

Sunset provision

21. (1) Subject to subsections (2) and (4), banks shall not carry on business, and authorized foreign banks 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.

Extension

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

Order not a regulation

(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.

Exception

(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), banks may continue to carry on business, and authorized foreign banks 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.

4. Subsection 60(3) of the Act is repealed.

2001, c. 9, s. 63; 2007, c. 6, par. 132(a)

5. Subsection 138(1.1) of the Act is replaced by the following:

Number of eligible votes

(1.1) A bank with equity of twelve billion dollars or more shall set out in the notice of a meeting the number of eligible votes, as defined under subsection 156.09(1), that may be cast at the meeting as of the record date for determining those shareholders entitled to receive the notice of meeting or, if there are to be separate votes of shareholders at the meeting, the number of eligible votes, as defined in that subsection, in respect of each separate vote to be held at the meeting.

2001, c. 9, s. 67; 2007, c. 6, par. 132(b)

6. Subsection 156.09(2) of the Act is replaced by the following:

Restriction

(2) At a meeting of shareholders of a bank with equity of twelve billion dollars or more, no person and no entity controlled by any person may, in respect of any vote of shareholders or holders of any class or series of shares of the bank, cast votes in respect of any shares beneficially owned by the person or the entity that are, in aggregate, more than 20 per cent of the eligible votes that may be cast in respect of that vote.

2001, c. 9, s. 73; 2007, c. 6, par. 132(c)

7. Subsection 168(3.1) of the Act is replaced by the following:

Exception

(3.1) Subsection (2) does not apply to a widely held bank with equity of twelve billion dollars or more or to a bank in respect of which subsection 378(1) applies.

2001, c. 9, s. 84; 2007, c. 6, par. 132(d)

8. The portion of subsection 223(3) of the Act before paragraph (a) is replaced by the following:

Restriction

(3) Despite subsection (1), if the amalgamated bank would be a bank with equity of twelve billion dollars or more, the Minister shall not issue letters patent referred to in that subsection unless the amalgamated bank is

2005, c. 54, s. 57

9. (1) Subsection 273(1) of the Act is replaced by the following:

Distribution

273. (1) No person, including a bank, shall distribute securities of a bank that is not a federal credit union except in accordance with the regulations made under subsection (2).

2005, c. 54, s. 57

(2) The portion of subsection 273(2) of the Act before paragraph (b) is replaced by the following:

Regulations

(2) The Governor in Council may make regulations respecting the distribution of securities of a bank that is not a federal credit union, including

(a) respecting the information that is to be disclosed by such a bank before the distribution of any of its securities, including the information that is to be included in a prospectus;

10. The Act is amended by adding the following after section 273:

Distribution — federal credit union

273.1 (1) No person, including a bank, shall distribute securities of a federal credit union except in accordance with the regulations made under subsection (2).

Regulations

(2) The Governor in Council may make regulations respecting the distribution of securities of a federal credit union, including

(a) respecting the information that is to be disclosed by a federal credit union before the distribution of any of its securities, including the information that is to be included in a prospectus;

(b) respecting the manner of disclosure and the form of the information that is to be disclosed; and

2005, c. 54, s. 57

11. Subsection 274(1) of the Act is replaced by the following:

Order of exemption

274. (1) On application by a bank or any person proposing to make a distribution, the Superintendent may, by order, exempt that distribution from the application of any regulations made under subsection 273(2) or 273.1(2) if the Superintendent is satisfied that the bank or federal credit union, as the case may be, has disclosed or is about to disclose, in compliance with the laws of the relevant jurisdiction, information relating to the distribution that in form and content substantially complies with the requirements of those regulations.

2001, c. 9, s. 98; 2007, c. 6, par. 132(e)

12. (1) Subsection 374(1) of the Act is replaced by the following:

Limitations on share holdings

374. (1) No person may be a major shareholder of a bank with equity of twelve billion dollars or more.

2001, c. 9, s. 98; 2007, c. 6, par. 132(e)

(2) Subsection 374(2) of the Act is replaced by the following:

Exception — widely held bank

(2) Subsection (1) does not apply to a widely held bank that controls, within the meaning of paragraphs 3(1)(a) and (d), the bank with equity of twelve billion dollars or more if it controlled, within the meaning of those paragraphs, the bank on the day the bank’s equity reached twelve billion dollars and it has controlled, within the meaning of those paragraphs, the bank since that day.

2001, c. 9, s. 98; 2007, c. 6, par. 132(e)

(3) The portion of subsection 374(3) of the Act before paragraph (b) is replaced by the following:

Exception — widely held bank holding company

(3) Subsection (1) does not apply to a widely held bank holding company that controls, within the meaning of paragraphs 3(1)(a) and (d), the bank with equity of twelve billion dollars or more if

(a) the bank holding company controlled, within the meaning of those paragraphs, the bank on the day the bank’s equity reached twelve billion dollars and it has controlled, within the meaning of those paragraphs, the bank since that day;

2001, c. 9, s. 98; 2007, c. 6, par. 132(e)

(4) The portion of subsection 374(4) of the Act before paragraph (a) is replaced by the following:

Exception — insurance holding companies and certain institutions

(4) Subsection (1) does not apply to any of the following that controls, within the meaning of paragraph 3(1)(d), the bank with equity of twelve billion dollars or more if it controlled, within the meaning of that paragraph, the bank on the day the bank’s equity reached twelve billion dollars and it has controlled, within the meaning of that paragraph, the bank since that day:

2001, c. 9, s. 98; 2007, c. 6, par. 132(e)

(5) Subsection 374(5) of the Act is replaced by the following:

Exception — other entities

(5) Subsection (1) does not apply to an entity that controls, within the meaning of paragraphs 3(1)(a) and (d), the bank with equity of twelve billion dollars or more if the entity is controlled, within the meaning of those paragraphs, by a widely held bank to which subsection (2) applies, or a widely held bank holding company to which subsection (3) applies, that controls the bank.

2001, c. 9, s. 98; 2007, c. 6, par. 132(e)

(6) The portion of subsection 374(6) of the Act before paragraph (a) is replaced by the following:

Exception — other entities

(6) Subsection (1) does not apply to an entity that controls, within the meaning of paragraph 3(1)(d), the bank with equity of twelve billion dollars or more if the entity is controlled, within the meaning of that paragraph, by

2001, c. 9, s. 98; 2007, c. 6, par. 132(f)

13. Subsection 374.1(1) of the Act is replaced by the following:

Exception

374.1 (1) Despite section 374, if a bank with equity of twelve billion dollars or more was formed as the result of an amalgamation, a person who is a major shareholder of the bank on the effective date of the letters patent of amalgamation shall do all things necessary to ensure that the person is no longer a major shareholder of the bank on the day that is one year after that day or on the day that is after any shorter period specified by the Minister.

2001, c. 9, s. 98; 2007, c. 6, par. 132(g)

14. Subsection 375(1) of the Act is replaced by the following:

Limitation on share holdings

375. (1) If a person is a major shareholder of a bank with equity of less than twelve billion dollars and the bank’s equity reaches twelve billion dollars or more, the person shall do all things necessary to ensure that the person is not a major shareholder of the bank on the day that is three years after the day the bank’s equity reached twelve billion dollars.

2001, c. 9, s. 98; 2007, c. 6, par. 132(h)

15. The portion of subsection 376(1) of the Act before paragraph (a) is replaced by the following:

Obligation of widely held bank

376. (1) If a widely held bank with equity of twelve billion dollars or more controls another bank and a person becomes a major shareholder of the other bank or of any entity that also controls the other bank, the widely held bank must do all things necessary to ensure that, on the day that is one year after the person became a major shareholder of the other bank or entity that controls the other bank,

2001, c. 9, s. 98; 2007, c. 6, par. 132(i)

16. The portion of subsection 376.01(1) of the Act before paragraph (a) is replaced by the following:

Obligation of widely held bank

376.01 (1) Despite subsection 376(1), if a widely held bank with equity of twelve billion dollars or more controls a bank (in this subsection referred to as the “other bank”) in respect of which that subsection does not apply by reason of subsection 376(2) and the equity of the other bank reaches two hundred and fifty million dollars or more or any other amount that is prescribed and on the day the equity of the other bank reaches two hundred and fifty million dollars or more, or the prescribed amount, as the case may be, a person is a major shareholder of the other bank or of any entity that also controls the other bank, the widely held bank must do all things necessary to ensure that, on the day that is three years after that day,

2001, c. 9, s. 98; 2007, c. 6, par. 132(j)

17. Section 376.1 of the Act is replaced by the following:

Prohibition against significant interest

376.1 No person who has a significant interest in any class of shares of a widely held bank with equity of twelve billion dollars or more may have a significant interest in any class of shares of a subsidiary of the widely held bank that is a bank or a bank holding company.

2001, c. 9, s. 98; 2007, c. 6, par. 132(j)

18. Section 376.2 of the Act is replaced by the following:

Prohibition against significant interest

376.2 No person who has a significant interest in any class of shares of a bank may have a significant interest in any class of shares of any widely held bank with equity of twelve billion dollars or more, or of any widely held bank holding company with equity of twelve billion dollars or more, that controls the bank.

2001, c. 9, s. 98; 2007, c. 6, par. 132(k)

19. Subsection 377(1) of the Act is replaced by the following:

Prohibition against control

377. (1) No person shall control, within the meaning of paragraph 3(1)(d), a bank with equity of twelve billion dollars or more.

2007, c. 6, s. 20

20. Section 377.1 of the Act is replaced by the following:

Restriction on control

377.1 (1) No person shall, without the approval of the Minister, acquire control, within the meaning of paragraph 3(1)(d), of a bank with equity of less than twelve billion dollars.

Amalgamation, etc., constitutes acquisition

(2) If the entity that would result from an amalgamation, a merger or a reorganization would control, within the meaning of paragraph 3(1)(d), a bank with equity of less than twelve billion dollars, the entity is deemed to be acquiring control, within the meaning of that paragraph, of the bank through an acquisition for which the approval of the Minister is required under subsection (1).

2007, c. 6, s. 20

21. (1) Subsection 378(1) of the Act is replaced by the following:

Former Schedule I banks with equity of less than five billion dollars

378. (1) A bank that was named in Schedule I as that Schedule read immediately before October 24, 2001 and that had equity of less than five billion dollars on that day is deemed, for the purposes of sections 138, 156.09, 374, 376, 376.01, 376.1, 376.2, 377, 380 and 382, subsection 383(2), section 385 and subsection 396(2), to be a bank with equity of twelve billion dollars or more.

2007, c. 6, s. 20

(2) Subsection 378(3) of the Act is replaced by the following:

Non-application of subsection (1)

(3) Subsection (1) ceases to apply to a bank with equity of less than twelve billion dollars if the Minister specifies that it no longer applies to the bank.

2001, c. 9, s. 98; 2007, c. 6, par. 132(l)

22. Section 380 of the Act is replaced by the following:

Exemption

380. On application by a bank, other than a bank with equity of twelve billion dollars or more, the Superintendent may exempt any class of non-voting shares of the bank the aggregate book value of which is not more than 30 per cent of the aggregate book value of all the outstanding shares of the bank from the application of sections 373 and 379.

2001, c. 9, s. 98; 2007, c. 6, par. 132(m)

23. Subsection 382(1) of the Act is replaced by the following:

When approval not required

382. (1) Despite sections 373 and 379, the approval of the Minister is not required in respect of a bank with equity of less than twelve billion dollars if a person with a significant interest in a class of shares of the bank, or an entity controlled by a person with a significant interest in a class of shares of the bank, purchases or otherwise acquires shares of that class, or acquires control of any entity that holds any share of that class, and the number of shares of that class purchased or otherwise acquired, or the acquisition of control of the entity, as the case may be, would not increase the significant interest of the person in that class of shares of the bank to a percentage that is greater than the percentage referred to in subsection (2) or (3), whichever is applicable.

2001, c. 9, s. 98; 2007, c. 6, par. 132(n)

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

Exception

(2) Paragraph (1)(a) does not apply in respect of a bank with equity of twelve billion dollars or more.

2001, c. 9, s. 98; 2007, c. 6, par. 132(o) and 133(a)

25. (1) The portion of subsection 385(1) of the Act before paragraph (a) is replaced by the following:

Public holding requirement

385. (1) Every bank with equity of two billion dollars or more but less than twelve billion dollars shall, from and after the day determined under this section in respect of that bank, have, and continue to have, voting shares that carry at least 35 per cent of the voting rights attached to all of the outstanding voting shares of the bank and that are

2001, c. 9, s. 98; 2007, c. 6, par. 132(o) and 133(a)

(2) Paragraph 385(2)(a) of the Act is replaced by the following:

(a) if the bank had equity of two billion dollars or more but less than twelve billion dollars on the day the bank came into existence, the day that is three years after that day; and

2001, c. 9, s. 98; 2007, c. 6, par. 132(p)

26. Section 385.1 of the Act is replaced by the following:

Public holding requirement

385.1 If a bank to which section 385 applies becomes a bank with equity of twelve billion dollars or more, that section continues to apply to the bank until no person is a major shareholder of the bank, other than a person to whom subsections 374(2) to (6) apply.

2001, c. 9, s. 98; 2007, c. 6, par. 132(q) and 133(b)

27. Section 387 of the Act is replaced by the following:

Increase of capital

387. If the Superintendent has, by order, directed a bank with equity of two billion dollars or more but less than twelve billion dollars to increase its capital and shares of the bank are issued and acquired in accordance with any terms and conditions that may be specified in the order, section 385 does not apply in respect of the bank until the time that the Superintendent may, by order, specify.

2001, c. 9, s. 98; 2007, c. 6, par. 132(r)

28. Subsection 393(1) of the Act is replaced by the following:

Loss of control — banks and bank holding companies

393. (1) Despite sections 374 and 377, a widely held bank or a widely held bank holding company may be a major shareholder of a bank with equity of twelve billion dollars or more and cease to control, within the meaning of paragraphs 3(1)(a) and (d), the bank if it has entered into an agreement with the Minister to do all things necessary to ensure that it is not a major shareholder of the bank on the expiration of the day specified in the agreement.

2001, c. 9, s. 98; 2007, c. 6, par. 132(s)

29. Subsection 393.1(1) of the Act is replaced by the following:

Loss of control — other entities

393.1 (1) Despite sections 374 and 377, an eligible foreign institution, an eligible Canadian financial institution, other than a bank, or a widely held insurance holding company may be a major shareholder of a bank with equity of twelve billion dollars or more and cease to control, within the meaning of paragraph 3(1)(d), the bank if it has entered into an agreement with the Minister to do all things necessary to ensure that it is not a major shareholder of the bank on the expiration of the day specified in the agreement.

2001, c. 9, s. 98; 2007, c. 6, par. 132(t)

30. The portion of subsection 394(1) of the Act before paragraph (a) is replaced by the following:

Change in status

394. (1) If a body corporate that is an eligible financial institution other than a bank controls, within the meaning of paragraph 3(1)(d), a bank with equity of twelve billion dollars or more and the body corporate subsequently ceases to be an eligible financial institution, the body corporate must do all things necessary to ensure that, on the day that is one year after the day it ceased to be an eligible financial institution,

2001, c. 9, s. 98; 2007, c. 6, par. 132(u)

31. Paragraph 396(2)(a) of the Act is replaced by the following:

(a) more than 10 per cent but no more than 20 per cent of any class of the outstanding voting shares of a widely held bank with equity of twelve billion dollars or more; or

2001, c. 9, s. 98

32. Subsection 401.2(2) of the Act is replaced by the following:

Exception

(2) Despite subsection (1), a bank may record in its securities register a transfer or issue of any share of the bank to a foreign bank, or 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 bank or foreign institution or by an entity controlled by the foreign bank or foreign institution.

2001, c. 9, s. 98

33. Subsection 401.3(2) of the Act is replaced by the following:

Exception

(2) Subsection (1) does not apply to a foreign bank, or 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 referred to in subsection (1) is beneficially owned by the foreign bank or foreign institution or by an entity controlled by the foreign bank or foreign institution.

2007, c. 6, s. 24

34. (1) The portion of subsection 413.1(1) of the Act before paragraph (a) is replaced by the following:

Notice before opening account or providing prescribed product

413.1 (1) Before a bank referred to in paragraph 413(1)(b) or (c) opens a deposit account in Canada or provides in Canada a prescribed product that relates to a deposit, the bank shall, at the prescribed time and place and in the prescribed form and manner, give the person requesting the opening of the account or the provision of the product

2007, c. 6, s. 24

(2) The portion of subsection 413.1(2) of the Act before paragraph (a) is replaced by the following:

Other notice

(2) A bank referred to in paragraph 413(1)(b) or (c) shall, in accordance with the regulations,

2001, c. 9, s. 103(2)

(3) Paragraph 413.1(3)(a) of the Act is replaced by the following:

(a) prescribing the time and place at which and the form and manner in which notices referred to in subsection (1) are to be given and the other information to be contained in the notices; and

2009, c. 2, s. 270

35. 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

36. Subsection 425(1) of the Act is amended by adding the following in alphabetical order:

“unperfected”
« non parfaite »

“unperfected”, in relation to a security interest, means that the security interest has not been registered in a public register maintained under the law under which the security interest is created, or has not been perfected or published by any other means recognized by that law, where the registration or other means of perfection or publication would have made the security interest effective against third parties or would have determined priorities in rank in respect of rights in, on or in respect of the property that is subject to the security interest;

37. Subsection 426(7) of the Act is replaced by the following:

Priority of bank’s rights

(7) Subject to subsections (8), (9) and (10), all the rights and powers of a bank in respect of the property covered by security given under this section have priority over all rights subsequently acquired in, on or in respect of the property and also over the claim of any mechanics’ lien holder, of any unpaid vendor of equipment or casing or of any person who had a security interest in that property that was unperfected at the time the bank acquired its security in the property.

Exception

(7.1) The priority referred to in subsection (7) does not extend over the claim of any unpaid vendor who had a lien on the equipment or casing, or of any person who has a security interest in the property that was unperfected at the time the bank acquired its security in the property, if the bank acquired its security with knowledge of that unpaid vendor’s lien or that other person’s security interest.

38. Subsections 428(1) and (2) of the Act are replaced by the following:

Priority of bank’s rights

428. (1) All the rights and powers of a bank in respect of the property mentioned in or covered by a warehouse receipt or bill of lading acquired and held by the bank, and the rights and powers of the bank in respect of the property covered by security given to the bank under section 427 that are the same as if the bank had acquired a warehouse receipt or bill of lading in which that property was described, have, subject to subsection 427(4) and subsections (3) to (6) of this section, priority over all rights subsequently acquired in, on or in respect of that property, and also over the claim of any unpaid vendor or of any person who has a security interest in that property that was unperfected at the time the bank acquired its security in the property.

Affixation to real property

(1.1) If security is given to the bank under paragraph 427(1)(c) or (m) consisting of aquacultural equipment, under paragraph 427(1)(d) or (n) consisting of agricultural equipment, under paragraph 427(1)(k) consisting of aquacultural equipment or an aquacultural electric system, under paragraph 427(1)(l) consisting of agricultural equipment or a farm electric system or under paragraph 427(1)(p) consisting of forestry equipment, the priority referred to in subsection (1) exists even if the property is or becomes affixed to real property.

Exception

(2) The priority referred to in subsection (1) does not extend over the claim of any unpaid vendor who had a lien on the property, or of any person who has a security interest in the property that was unperfected at the time the bank acquired its warehouse receipt, bill of lading or security, if the bank acquired it with knowledge of that unpaid vendor’s lien or that other person’s security interest.

39. The portion of paragraph 443(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 bank of

40. Sections 446 and 447 of the Act are replaced by the following:

Disclosure of charges

446. A bank 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 bank and the usual amount, if any, charged by the bank for services normally provided by the bank to its customers and to the public.

No increase or new charges without disclosure

447. (1) A bank shall not increase any charge applicable to a personal deposit account with the bank or introduce any new charge applicable to a personal deposit account with the bank unless the bank 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.

Mandatory disclosure

(2) With respect to prescribed services in relation to deposit accounts, other than personal deposit accounts, a bank shall not increase any charge for any such service in relation to a deposit account with the bank or introduce any new charge for any such service in relation to a deposit account with the bank unless the bank 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.

1997, c. 15, s. 49

41. Subsection 450(1) of the Act is replaced by the following:

Disclosing borrowing costs

450. (1) A bank 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 451, and other prescribed information have been disclosed by the bank to the borrower at the prescribed time and place and in the prescribed form and manner.

1997, c. 15, s. 50(2)

42. (1) Paragraph 452(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;

1997, c. 15, s. 50(2)

(2) Paragraph 452(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.

1997, c. 15, s. 50(3)

(3) Subsection 452(1.1) of the Act is replaced by the following:

Disclosure in credit card applications

(1.1) A bank 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.

1997, c. 15, s. 50(3)

(4) Paragraphs 452(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.

1997, c. 15, s. 50(3)

(5) Paragraphs 452(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.

1997, c. 15, s. 51

43. Sections 452.1 and 453 of the Act are replaced by the following:

Renewal statement

452.1 If a bank makes a loan in respect of which the disclosure requirements of section 450 apply and the loan is secured by a mortgage on real property, the bank 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.

Disclosure in advertising

453. No person shall authorize the publication, issue or appearance of any advertisement in Canada relating to arrangements referred to in subsection 452(3), loans, credit cards, payment cards or charge cards, offered to natural persons by a bank, 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.

1997, c. 15, s. 51

44. (1) The portion of paragraph 454(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 bank is to disclose to a borrower

1997, c. 15, s. 51

(2) Paragraph 454(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 449.1 to 453 are to be disclosed;

2001, c. 9, s. 122(1)

45. Subsection 456(1) of the Act is replaced by the following:

Information on contacting Agency

456. (1) A bank 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 452(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 bank under a consumer provision.

2001, c. 9, s. 123

46. (1) The portion of subsection 458.1(1) of the Act before paragraph (a) is replaced by the following:

Cashing of government cheques

458.1 (1) Subject to regulations made under subsection (2), a member bank shall, at any branch in Canada at which it, through a natural person, opens retail deposit accounts and disburses cash to customers, cash a cheque or other instrument for any individual, if

2001, c. 9, s. 123

(2) Subsection 458.1(2) of the Act is amended by adding “and” at the end of paragraph (b), by striking out “and” at the end of paragraph (c) and by repealing paragraph (d).

2009, c. 2, s. 271

47. (1) The portion of section 458.3 of the Act before paragraph (a) is replaced by the following:

Regulations — activities

458.3 The Governor in Council may make regulations respecting any matters involving a bank’s dealings, or its employees’, representatives’, agents’ or other intermediaries’ dealings, with customers or the public, including

2009, c. 2, s. 271

(2) Paragraph 458.3(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.

2001, c. 9, s. 124(2); 2007, c. 6, s. 35

48. Subsections 459.1(4.1) and (4.2) of the Act are replaced by the following:

Disclosure

(4.1) A bank shall, in accordance with the regulations, disclose the prohibition on coercive tied selling set out in subsection (1) in a statement in plain language that is clear and concise, displayed and available to customers and the public at all of its branches where products or services are offered in Canada, on all of its websites through which products or services are offered in Canada and at all prescribed points of service in Canada.

Regulations

(4.2) The Governor in Council may make regulations for the purposes of subsection (4.1)

(a) respecting the time and place at which, and the form and manner in which, the prohibition on coercive tied selling set out in subsection (1) is to be disclosed, displayed and made available;

(b) defining “point of service”; and

2001, c. 9, s. 125

49. Paragraphs 459.2(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, with those times, places, forms and manners being permitted to vary according to circumstances specified in the regulations;

(b) circumstances in which a member bank is not required to give notice under subsection (1), circumstances in which the Commissioner may exempt a member bank 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

2001, c. 9, s. 125

50. (1) Subsections 459.3(2) and (3) of the Act are replaced by the following:

Filing

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

Provision of statement to public

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

2001, c. 9, s. 125

(2) Paragraph 459.3(4)(a) of the Act is replaced by the following:

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

2001, c. 9, s. 125

(3) Paragraphs 459.3(4)(c) and (d) of the Act are replaced by the following:

(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 bank’s customers and to the public.

2007, c. 6, s. 37

51. (1) Subparagraph 459.4(a)(iv) of the Act is replaced by the following:

(iv) any other matter that may affect their dealings, or their employees’, representatives’, agents’ or other intermediaries’ dealings, with customers or the public;

2001, c. 9, s. 125

(2) Paragraph 459.4(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

2001, c. 9, s. 125

52. Section 459.5 of the Act is replaced by the following:

Affiliates

459.5 A bank shall not enter into any arrangement or otherwise cooperate with any of its representatives, agents or other intermediaries, with any of its affiliates that is controlled by a bank or a bank holding company and that is a finance entity as defined in subsection 464(1) or other prescribed entity or with any of the representatives, agents or other intermediaries of such an affiliate, to sell or further the sale of a product or service of the bank or the affiliate unless

(a) the affiliate or the representative, agent or other intermediary of the bank or the affiliate, as the case may be, complies, with respect to the product or service, with the consumer provisions that apply to banks — other than section 455.1 — as if they were a bank, to the extent that those provisions are applicable to their activities; and

(b) the persons who request or receive the product or service have access to the bank’s procedures for dealing with complaints established under this Act.

2007, c. 6, s. 40(3)

53. (1) Subsection 468(3.1) of the Act is replaced by the following:

Exception

(3.1) Despite paragraph (3)(a), a bank 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 bank is permitted to engage in under paragraph 410(1)(c.2), and

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

(2) Subsection 468(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 bank is a bank 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 bank 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 bank’s consolidated assets, as shown in the bank’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 468 of the Act is amended by adding the following after subsection (5):

Matters for consideration

(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.

54. (1) Section 507 of the Act is amended by adding the following after subsection (1):

Definition of “foreign bank”

(1.1) For the purposes of this Part, “foreign bank” means a foreign bank as defined in section 2 but without regard to the portion of that definition after paragraph (g).

(2) Subsection 507(15) of the Act is amended by striking out “or” at the end of paragraph (c), by adding “or” at the end of paragraph (d) and by adding the following after paragraph (d):

(e) is a subsidiary of a federal financial institution.

(3) Subsection 507(16) of the Act is amended by striking out “or” at the end of paragraph (c), by adding “or” at the end of paragraph (d) and by adding the following after paragraph (d):

(e) is a subsidiary of a federal financial institution.

2007, c. 6, s. 59(3)

55. Subsection 522.08(2.1) of the Act is replaced by the following:

Exception

(2.1) Despite paragraph (2)(a), a foreign bank or an entity associated with a foreign bank may acquire or hold 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 bank is permitted to engage in under paragraph 410(1)(c.2), and

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

56. Section 522.09 of the Act is amended by adding the following after subsection (3):

Exception — subsidiary of federal financial institution

(4) Subsections (1) to (3) do not apply to a foreign bank — or an entity associated with a foreign bank — that is a subsidiary of a federal financial institution.

57. Section 522.19 of the Act is amended by adding the following after subsection (2):

Exception — subsidiary of federal financial institution

(3) Subsection (1) does not apply to a foreign bank — or an entity associated with a foreign bank — that is a subsidiary of a federal financial institution.

58. Subsection 522.21(2) of the Act is amended by striking out “or” at the end of paragraph (c), by adding “or” at the end of paragraph (d) and by adding the following after paragraph (d):

(e) is a subsidiary of a federal financial institution.

59. Subsection 522.211(2) of the Act is amended by striking out “or” at the end of paragraph (c), by adding “or” at the end of paragraph (d) and by adding the following after paragraph (d):

(e) is a subsidiary of a federal financial institution.

1999, c. 28, s. 35(1)

60. The portion of subsection 540(2) of the Act before paragraph (a) is replaced by the following:

Requirements

(2) If subsection 524(2) applies, the authorized foreign bank shall, in accordance with the regulations,

2007, c. 6, s. 85

61. (1) The portion of subsection 545(4) of the Act before paragraph (a) is replaced by the following:

Notice before opening account or providing prescribed product

(4) Before an authorized foreign bank opens a deposit account in Canada or provides in Canada any prescribed product that relates to a deposit, the authorized foreign bank shall, at the prescribed time and place and in the prescribed form and manner, give the person requesting the opening of the account or the provision of the product

2007, c. 6, s. 85

(2) The portion of subsection 545(5) of the Act before paragraph (a) is replaced by the following:

Other notice

(5) An authorized foreign bank shall, in accordance with the regulations,

1999, c. 28, s. 35(1)

(3) Paragraph 545(6)(b) of the Act is replaced by the following:

(b) prescribing the time and place at which and the form and manner in which notices referred to in subsection (4) are to be given and the other information to be contained in the notices; and

2009, c. 2, s. 273

62. Paragraph 552(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

1999, c. 28, s. 35(1)

63. The portion of paragraph 562(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 an authorized foreign bank of

1999, c. 28, s. 35(1)

64. Sections 565 and 566 of the Act are replaced by the following:

Disclosure of charges

565. An authorized foreign bank shall disclose, at the prescribed time and place and in the prescribed form and manner, to its customers and to the public, the charges applicable to deposit accounts with the authorized foreign bank and the usual amount, if any, charged by it for services normally provided to its customers and to the public.

No increase or new charges without disclosure

566. (1) An authorized foreign bank shall not increase any charge applicable to a personal deposit account with the authorized foreign bank or introduce any new charge applicable to a personal deposit account with the authorized foreign bank unless it 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.

Mandatory disclosure

(2) An authorized foreign bank shall not increase any charge for any service that is prescribed in relation to a deposit account, other than a personal deposit account, with the authorized foreign bank, or introduce any new charge for any of those services unless the authorized foreign bank 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.

1999, c. 28, s. 35(4)

65. Subsection 568(1) of the Act is replaced by the following:

Disclosing borrowing costs

568. (1) An authorized foreign bank 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 569, and other prescribed information have been disclosed by the authorized foreign bank to the borrower at the prescribed time and place and in the prescribed form and manner.

1999, c. 28, s. 35(6)

66. (1) Paragraph 570(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;

1999, c. 28, s. 35(6)

(2) Paragraph 570(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.

1999, c. 28, s. 35(7)

(3) Subsection 570(1.1) of the Act is replaced by the following:

Disclosure in credit card applications

(1.1) An authorized foreign bank 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 form or related document 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.

1999, c. 28, s. 35(7)

(4) Paragraphs 570(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.

1999, c. 28, s. 35(7)

(5) Paragraphs 570(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.

1999, c. 28, s. 35(8)

67. Sections 570.1 and 571 of the Act are replaced by the following:

Renewal statement

570.1 If an authorized foreign bank makes a loan in respect of which the disclosure requirements of section 568 apply and the loan is secured by a mortgage on real property, the authorized foreign bank 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.

Disclosure in advertising

571. No person shall authorize the publication, issue or appearance of any advertisement in Canada relating to arrangements referred to in subsection 570(3), loans, credit cards, payment cards or charge cards, offered to natural persons by an authorized foreign bank, 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.

1999, c. 28, s. 35(8)

68. (1) The portion of paragraph 572(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, an authorized foreign bank shall disclose to a borrower

1999, c. 28, s. 35(8)

(2) Paragraph 572(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 567.1 to 571 are to be disclosed;

2001, c. 9, s. 157(1)

69. Subsection 574(1) of the Act is replaced by the following:

Information on contacting Agency

574. (1) An authorized foreign bank 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 570(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 authorized foreign bank under a consumer provision.

2009, c. 2, s. 274

70. (1) The portion of section 575.1 of the Act before paragraph (a) is replaced by the following:

Regulations — activities

575.1 The Governor in Council may make regulations respecting any matters involving an authorized foreign bank’s dealings, or its employees’, representatives’, agents’ or other intermediaries’ dealings, with customers or the public, including

2009, c. 2, s. 274

(2) Paragraph 575.1(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.

2001, c. 9, s. 158(2); 2007, c. 6, s. 92

71. Subsections 576.1(4.1) and (4.2) of the Act are replaced by the following:

Disclosure

(4.1) An authorized foreign bank shall, in accordance with the regulations, disclose the prohibition on coercive tied selling set out in subsection (1) in a statement in plain language that is clear and concise, displayed and available to customers and the public at all of its branches where products or services are offered in Canada, on all of its websites through which products or services are offered in Canada and at all prescribed points of service in Canada.

Regulations

(4.2) The Governor in Council may make regulations for the purposes of subsection (4.1)

(a) respecting the time and place at which, and the form and manner in which, the prohibition on coercive tied selling set out in subsection (1) is to be disclosed, displayed and made available;

(b) defining “point of service”; and

2007, c. 6, s. 93

72. (1) Subparagraph 576.2(a)(iv) of the Act is replaced by the following:

(iv) any other matter that may affect their dealings, or their employees’, representatives’, agents’ or other intermediaries’ dealings, with customers or the public;

2001, c. 9, s. 159

(2) Paragraph 576.2(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

73. The Act is amended by adding the following after section 576.2:

Affiliates

576.3 An authorized foreign bank shall not enter into any arrangement or otherwise cooperate with any of its representatives, agents or other intermediaries, with any of its affiliates that is controlled by an authorized foreign bank and that is a finance entity as defined in subsection 464(1) or other prescribed entity or with any of the representatives, agents or other intermediaries of such an affiliate, to sell or further the sale of a product or service of the authorized foreign bank or the affiliate in Canada unless

(a) the affiliate or the representative, agent or other intermediary of the authorized foreign bank or the affiliate, as the case may be, complies, with respect to the product or service, with the consumer provisions that apply to authorized foreign banks — other than section 573.1 — as if they were an authorized foreign bank, to the extent that those provisions are applicable to their activities; and

(b) the persons who request or receive the product or service have access to the authorized foreign bank’s procedures for dealing with complaints established under this Act.

1999, c. 28, s. 35(1)

74. Paragraph 613(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 authorized foreign bank; and

75. The Act is amended by adding the following after section 634:

Certificate

634.1 On the application of a bank that has been incorporated by a special Act of Parliament, the Superintendent may issue a certificate stating that the bank 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 bank’s incorporation.

76. Paragraph 643(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 bank; and

2007, c. 6, s. 105

77. Section 670 of the Act is replaced by the following:

Sunset provision

670. (1) Subject to subsections (2) and (4), bank 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.

Extension

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

Order not a regulation

(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.

Exception

(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), bank 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.

2001, c. 9, s. 183; 2007, c. 6, par. 132(v)

78. Subsection 727(2) of the Act is replaced by the following:

Number of eligible votes

(2) A bank holding company with equity of twelve billion dollars or more shall set out in the notice of a meeting the number of eligible votes, as defined under subsection 156.09(1), that may be cast at the meeting as of the record date for determining those shareholders entitled to receive the notice of meeting, or if there are to be separate votes of shareholders at the meeting, the number of eligible votes, as defined in that subsection, in respect of each separate vote to be held at the meeting.

2001, c. 9, s. 183; 2007, c. 6, par. 132(w)

79. Subsection 756(4) of the Act is replaced by the following:

Exception

(4) Subsection (2) does not apply to a widely held bank holding company with equity of twelve billion dollars or more or to a widely held bank holding company that controls a bank to which subsection 378(1) applies.

2001, c. 9, s. 183; 2007, c. 6, par. 132(x)

80. The portion of subsection 803(3) of the Act before paragraph (a) is replaced by the following:

Restriction

(3) Despite subsection (1), if the amalgamated bank holding company would be a bank holding company with equity of twelve billion dollars or more, the Minister shall not issue letters patent referred to in that subsection unless the amalgamated bank holding company is

2001, c. 9, s. 183; 2007, c. 6, par. 132(y)

81. Section 876 of the Act is replaced by the following:

Limitations on share holdings

876. (1) No person may be a major shareholder of a bank holding company with equity of twelve billion dollars or more.

Exception — widely held bank

(2) Subsection (1) does not apply to a widely held bank that controls, within the meaning of paragraphs 3(1)(a) and (d), the bank holding company with equity of twelve billion dollars or more if it controlled, within the meaning of those paragraphs, the bank holding company on the day the bank holding company’s equity reached twelve billion dollars and it has controlled, within the meaning of those paragraphs, the bank holding company since that day.

Exception — widely held bank holding company

(3) Subsection (1) does not apply to a widely held bank holding company that controls, within the meaning of paragraphs 3(1)(a) and (d), the bank holding company with equity of twelve billion dollars or more if the widely held bank holding company controlled, within the meaning of those paragraphs, the bank holding company on the day the bank holding company’s equity reached twelve billion dollars and the widely held bank holding company has controlled, within the meaning of those paragraphs, the bank holding company since that day.

Exception — insurance holding companies and certain institutions

(4) Subsection (1) does not apply to any of the following that controls, within the meaning of paragraph 3(1)(d), the bank holding company with equity of twelve billion dollars or more if it controlled, within the meaning of that paragraph, the bank holding company on the day the bank holding company’s equity reached twelve billion dollars and it has controlled, within the meaning of that paragraph, the bank holding company since that day:

(a) a widely held insurance holding company;

(b) an eligible Canadian financial institution, other than a bank; or

Exception — other entities

(5) Subsection (1) does not apply to an entity that controls, within the meaning of paragraphs 3(1)(a) and (d), the bank holding company with equity of twelve billion dollars or more if the entity is controlled, within the meaning of those paragraphs, by a widely held bank to which subsection (2) applies, or a widely held bank holding company to which subsection (3) applies, that controls the bank holding company.

Exception — other entities

(6) Subsection (1) does not apply to an entity that controls, within the meaning of paragraph 3(1)(d), the bank holding company with equity of twelve billion dollars or more if the entity is controlled, within the meaning of that paragraph, by

(a) a widely held insurance holding company to which subsection (4) applies that controls the bank holding company;

(b) an eligible Canadian financial institution, other than a bank, to which subsection (4) applies that controls the bank holding company; or

2001, c. 9, s. 183; 2007, c. 6, par. 132(z)

82. Subsection 877(1) of the Act is replaced by the following:

Exception

877. (1) Despite section 876, if a bank holding company with equity of twelve billion dollars or more was formed as the result of an amalgamation, a person who is a major shareholder of the bank holding company on the effective date of the letters patent of amalgamation shall do all things necessary to ensure that the person is no longer a major shareholder of the bank holding company on the day that is one year after that day or on the day that is after any shorter period specified by the Minister.

2001, c. 9, s. 183; 2007, c. 6, par. 132(z.1)

83. Subsection 878(1) of the Act is replaced by the following:

Limitation on share holdings

878. (1) If a person is a major shareholder of a bank holding company with equity of less than twelve billion dollars and the bank holding company’s equity reaches twelve billion dollars or more, the person shall do all things necessary to ensure that the person is not a major shareholder of the bank holding company on the day that is three years after the day the bank holding company’s equity reached twelve billion dollars.

2001, c. 9, s. 183; 2007, c. 6, par. 132(z.2)

84. The portion of subsection 879(1) of the Act before paragraph (a) is replaced by the following:

Obligation of widely held bank holding company

879. (1) If a widely held bank holding company with equity of twelve billion dollars or more controls a bank and a person becomes a major shareholder of the bank or of any entity that also controls the bank, the widely held bank holding company must do all things necessary to ensure that, on the day that is one year after the person became a major shareholder of the bank or entity that controls it,

2001, c. 9, s. 183; 2007, c. 6, par. 132(z.3)

85. The portion of subsection 879.1(1) of the Act before paragraph (a) is replaced by the following:

Obligation of widely held bank holding company

879.1 (1) Despite subsection 879(1), if a widely held bank holding company with equity of twelve billion dollars or more controls a bank in respect of which that subsection does not apply by reason of subsection 879(2) and the equity of the bank reaches two hundred and fifty million dollars or more or any other amount that is prescribed and on the day the equity of the bank reaches two hundred and fifty million dollars or more or the prescribed amount, as the case may be, a person is a major shareholder of the bank or of any entity that also controls the bank, the widely held bank holding company must do all things necessary to ensure that, on the day that is three years after that day,

2001, c. 9, s. 183; 2007, c. 6, par. 132(z.4)

86. Sections 880 and 881 of the Act are replaced by the following:

Prohibition against significant interest

880. No person who has a significant interest in any class of shares of a widely held bank holding company with equity of twelve billion dollars or more may have a significant interest in any class of shares of a subsidiary of the widely held bank holding company that is a bank or a bank holding company.

Prohibition against significant interest

881. No person who has a significant interest in any class of shares of a bank holding company may have a significant interest in any class of shares of any widely held bank with equity of twelve billion dollars or more, or of any widely held bank holding company with equity of twelve billion dollars or more, that controls the bank holding company.

2001, c. 9, s. 183; 2007, c. 6, par. 132(z.5)

87. Subsection 882(1) of the Act is replaced by the following:

Prohibition against control

882. (1) No person shall control, within the meaning of paragraph 3(1)(d), a bank holding company with equity of twelve billion dollars or more.

2001, c. 9, s. 183; 2007, c. 6, s. 119 and par. 132(z.6)

88. Sections 883 and 884 of the Act are replaced by the following:

Restriction on control

883. (1) No person shall, without the approval of the Minister, acquire control, within the meaning of paragraph 3(1)(d), of a bank holding company with equity of less than twelve billion dollars.

Amalgamation, etc., constitutes acquisition

(2) If the entity that would result from an amalgamation, a merger or a reorganization would control, within the meaning of paragraph 3(1)(d), a bank holding company with equity of less than twelve billion dollars, the entity is deemed to be acquiring control, within the meaning of that paragraph, of the bank holding company through an acquisition for which the approval of the Minister is required under subsection (1).

Deeming

884. A bank holding company with equity of less than twelve billion dollars that controls a bank to which subsection 378(1) applies is deemed, for the purposes of sections 156.09, 727, 876, 879, 879.1, 880, 881, 882, 888 and 890, subsection 891(2), section 893 and subsection 906(2), to be a bank holding company with equity of twelve billion dollars or more.

2001, c. 9, s. 183; 2007, c. 6, par. 132(z.7)

89. Section 888 of the Act is replaced by the following:

Exemption

888. On application by a bank holding company, other than a bank holding company with equity of twelve billion dollars or more, the Superintendent may exempt any class of non-voting shares of the bank holding company the aggregate book value of which is not more than 30 per cent of the aggregate book value of all the outstanding shares of the bank holding company from the application of sections 875 and 887.

2001, c. 9, s. 183; 2007, c. 6, par. 132(z.8)

90. Subsection 890(1) of the Act is replaced by the following:

When approval not required

890. (1) Despite sections 875 and 887, the approval of the Minister is not required in respect of a bank holding company with equity of less than twelve billion dollars if a person with a significant interest in a class of shares of the bank holding company, or an entity controlled by a person with a significant interest in a class of shares of the bank holding company, purchases or otherwise acquires shares of that class, or acquires control of any entity that holds any share of that class, and the number of shares of that class purchased or otherwise acquired, or the acquisition of control of the entity, as the case may be, would not increase the significant interest of the person in that class of shares of the bank holding company to a percentage that is greater than the percentage referred to in subsection (2) or (3), whichever is applicable.

2001, c. 9, s. 183; 2007, c. 6, par. 132(z.9)

91. Subsection 891(2) of the Act is replaced by the following:

Exception

(2) Paragraph (1)(a) does not apply in respect of a bank holding company with equity of twelve billion dollars or more.

2001, c. 9, s. 183; 2007, c. 6, par. 132(z.10) and 133(c)

92. (1) The portion of subsection 893(1) of the Act before paragraph (a) is replaced by the following:

Public holding requirement

893. (1) Every bank holding company with equity of two billion dollars or more but less than twelve billion dollars shall, from and after the day determined under this section in respect of that bank holding company, have, and continue to have, voting shares that carry at least 35 per cent of the voting rights attached to all of the outstanding voting shares of the bank holding company and that are

2001, c. 9, s. 183; 2007, c. 6, par. 132(z.11) and 133(c)

(2) Paragraph 893(2)(a) of the Act is replaced by the following:

(a) if the bank holding company had equity of two billion dollars or more but less than twelve billion dollars on the day the bank holding company was formed or came into existence, the day that is three years after that day; and

2001, c. 9, s. 183; 2007, c. 6, par. 132(z.12)

93. Section 894 of the Act is replaced by the following:

Public holding requirement

894. If a bank holding company to which section 893 applies becomes a bank holding company with equity of twelve billion dollars or more, that section continues to apply to the bank holding company until no person is a major shareholder of the bank holding company, other than a person in respect of whom subsections 876(2) to (6) applies.

2001, c. 9, s. 183; 2007, c. 6, par. 132(z.13) and 133(d)

94. Section 896 of the Act is replaced by the following:

Increase of capital

896. If the Superintendent has, by order, directed a bank holding company with equity of two billion dollars or more but less than twelve billion dollars to increase its capital and shares of the bank holding company are issued and acquired in accordance with any terms and conditions that may be specified in the order, section 893 does not apply in respect of the bank holding company until the time that the Superintendent may, by order, specify.

2001, c. 9, s. 183; 2007, c. 6, par. 132(z.14)

95. Subsection 902(1) of the Act is replaced by the following:

Loss of control — bank and bank holding company

902. (1) Despite sections 876 and 882, a widely held bank or a widely held bank holding company may be a major shareholder of a bank holding company with equity of twelve billion dollars or more and cease to control, within the meaning of paragraphs 3(1)(a) and (d), the bank holding company if it has entered into an agreement with the Minister to do all things necessary to ensure that it is not a major shareholder of the bank holding company on the expiration of the day specified in the agreement.

2001, c. 9, s. 183; 2007, c. 6, par. 132(z.15)

96. Subsection 903(1) of the Act is replaced by the following:

Loss of control — other entities

903. (1) Despite sections 876 and 882, an eligible foreign institution, an eligible Canadian financial institution, other than a bank, or a widely held insurance holding company may be a major shareholder of a bank holding company with equity of twelve billion dollars or more and cease to control, within the meaning of paragraph 3(1)(d), the bank holding company if it has entered into an agreement with the Minister to do all things necessary to ensure that it is not a major shareholder of the bank holding company on the expiration of the day specified in the agreement.

2001, c. 9, s. 183; 2007, c. 6, par. 132(z.16)

97. The portion of subsection 904(1) of the Act before paragraph (a) is replaced by the following:

Change in status

904. (1) If a body corporate that is an eligible financial institution other than a bank controls, within the meaning of paragraph 3(1)(d), a bank holding company with equity of twelve billion dollars or more and the body corporate subsequently ceases to be an eligible financial institution, the body corporate must do all things necessary to ensure that, on the day that is one year after the day it ceased to be an eligible financial institution,

2001, c. 9, s. 183; 2007, c. 6, par. 132(z.17)

98. Paragraph 906(2)(a) of the Act is replaced by the following:

(a) more than 10 per cent but no more than 20 per cent of any class of the outstanding voting shares of a widely held bank holding company with equity of twelve billion dollars or more; or

2001, c. 9, s. 183

99. Subsection 913(2) of the Act is replaced by the following:

Exception

(2) Despite subsection (1), a bank holding company may record in its securities register a transfer or issue of any share of the bank holding company to a foreign bank, or 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 bank or foreign institution or by an entity controlled by the foreign bank or foreign institution.

2001, c. 9, s. 183

100. Subsection 914(2) of the Act is replaced by the following:

Exception

2007, c. 6, s. 122(3)

101. (1) Subsection 930(3.1) of the Act is replaced by the following:

Exception

(3.1) Despite paragraph (3)(a), a bank 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 bank is permitted to engage in under paragraph 410(1)(c.2), and

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

(2) Subsection 930(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 bank holding company is a bank holding company with equity of two billion dollars or more and

A + B > C

where

B is the aggregate of the values of the consolidated assets of all other entities referred to in paragraph (1)(j) that the bank 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 bank holding company’s consolidated assets, as shown in the bank 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 930 of the Act is amended by adding the following after subsection (5):

Matters for consideration

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

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

102. The Act is amended by adding the following after section 973.06:

Exceptions to Generally Accepted Accounting Principles

Calculations — generally accepted accounting principles

973.07 (1) If, as a result of a change to the accounting principles referred to in subsections 308(4) and 840(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.

Canada Gazette

(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.

Five-year limit

(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.

2007, c. 6, s. 127

103. (1) Paragraph 976.1(1)(b) of the Act is replaced by the following:

(b) paragraphs 468(5)(b.1), (c), (d) and (d.1);

2007, c. 6, s. 127

(2) Paragraph 976.1(1)(e) of the Act is replaced by the following:

(e) paragraphs 930(5)(b.1), (c), (d) and (d.1).

PART 2

1991, c. 48

COOPERATIVE CREDIT ASSOCIATIONS ACT

2001, c. 9, s. 248(3)

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

“consumer provision”
« disposition visant les consommateurs »

“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;

2007, c. 6, s. 138

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

Sunset provision

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.

Extension

(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.

Order not a regulation

(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.

Exception

(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.

2001, c. 9, s. 307

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:

2009, c. 2, s. 277

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

2001, c. 9, s. 313

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

2001, c. 9, s. 313

(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

2001, c. 9, s. 313

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

Disclosure of charges

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.

No increase or new charges without disclosure

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.

Mandatory disclosure

(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.

2001, c. 9, s. 313

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

Disclosing borrowing costs

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.

2001, c. 9, s. 313

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;

2001, c. 9, s. 313

(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.

2001, c. 9, s. 313

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

Disclosure in credit card applications

(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.

2001, c. 9, s. 313

(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.

2001, c. 9, s. 313

(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.

2001, c. 9, s. 313

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

Renewal statement

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.

Disclosure in advertising

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.

2001, c. 9, s. 313

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

2001, c. 9, s. 313

(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;

2001, c. 9, s. 313

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

Information on contacting Agency

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.

2009, c. 2, s. 278

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.

2001, c. 9, s. 313

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

2001, c. 9, s. 313

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

2007, c. 6, s. 173(3)

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

Exception

(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

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):

Matters for consideration

(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

Calculations — 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.

Canada Gazette

(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.

Five-year limit

(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.

2007, c. 6, s. 184

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

Application for certain approvals

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

1991, c. 47

INSURANCE COMPANIES ACT

2001, c. 9, s. 345(5)

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

“consumer provision”
« disposition visant les consommateurs »

“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;

2007, c. 6, s. 189

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

Sunset provision

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.

Extension

(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.

Order not a regulation

(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.

Exception

(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:

Mutual fund entity’s or closed-end fund’s holding in company

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.

1997, c. 15, s. 239(1)

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

Conditional approval

(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:

Exception

(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):

Exception

(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.

2007, c. 6, s. 223

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:

Regulations

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

2005, c. 54, s. 297

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

Information to policyholder

(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.

2009, c. 2, s. 283

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

1997, c. 15, s. 256

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

Disclosing borrowing costs — loans

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.

1997, c. 15, s. 257(2)

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;

1997, c. 15, s. 257(2)

(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.

1997, c. 15, s. 257(3)

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

Disclosure in credit card applications

(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.

1997, c. 15, s. 257(3)

(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.

1997, c. 15, s. 257(3)

(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.

1997, c. 15, s. 258; 2007, c. 6, s. 229(E)

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

Renewal statement

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.

Disclosure in advertising

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.

Disclosing borrowing costs — advances

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.

1997, c. 15, s. 259

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

1997, c. 15, s. 259

(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;

2001, c. 9, s. 424(1)

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

Information on contacting Agency

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.

2009, c. 2, s. 284

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.

2001, c. 9, s. 425

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

Filing

(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.

Provision of statement to public

(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.

2001, c. 9, s. 425

(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;

2001, c. 9, s. 425

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

(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.

2001, c. 9, s. 425

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

2007, c. 6, s. 235(3)

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

Exception

(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.

2007, c. 6, s. 235(5)

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

Exception

(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

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):

Matters for consideration

(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.

2009, c. 2, s. 285

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:

Sections 261, 262 and 266 to 270 apply

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

1997, c. 15, s. 298

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

Conditional approval

(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.

2007, c. 6, s. 265

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;

2007, c. 6, s. 266(E)

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

Permissible securities

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.

Other permissible securities

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

1997, c. 15, s. 307

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

Disclosing borrowing costs

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.

1997, c. 15, s. 308(3)

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;

1997, c. 15, s. 308(3)

(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.

1997, c. 15, s. 308(4)

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

Disclosure in credit card applications

(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.

1997, c. 15, s. 308(4)

(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.

1997, c. 15, s. 308(4)

(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.

1997, c. 15, s. 309; 2007, c. 6, s. 279

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

Renewal statement

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.

Disclosure in advertising

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.

Disclosing borrowing costs — advances

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.

1997, c. 15, s. 310

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

1997, c. 15, s. 310

(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;

2007, c. 6, s. 282

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

Information on contacting Agency

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.

2009, c. 2, s. 286

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.

2001, c. 9, s. 445

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:

Certificate

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.

2007, c. 6, s. 310

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

Sunset provision

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.

Extension

(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.

Order not a regulation

(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.

Exception

(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.

2001, c. 9, s. 465

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

Conditional approval

(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.

2001, c. 9, s. 465

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

Exception

(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:

Exception

(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.

2007, c. 6, s. 326(3)

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

Exception

(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

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):

Matters for consideration

(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

Calculations — 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.

Canada Gazette

(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.

Five-year limit

(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.

2001, c. 9, s. 465

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);

2007, c. 6, s. 332

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);

2007, c. 6, s. 332

(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

1991, c. 45

TRUST AND LOAN COMPANIES ACT

2001, c. 9, s. 478(3)

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

“consumer provision”
« disposition visant les consommateurs »

“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;

2007, c. 6, s. 338

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

Sunset provision

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.

Extension

(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.

Order not a regulation

(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.

Exception

(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:

Exception

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

Exception

(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.

2009, c. 2, s. 290

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:

Disclosure of charges

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.

No increase or new charges without disclosure

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.

Mandatory disclosure

(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.

1997, c. 15, s. 379

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

Disclosing borrowing costs

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.

1997, c. 15, s. 380(2)

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;

1997, c. 15, s. 380(2)

(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.

1997, c. 15, s. 380(3)

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

Disclosure in credit card applications

1997, c. 15, s. 380(3)

(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.

1997, c. 15, s. 380(3)

(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.

1997, c. 15, s. 381

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

Renewal statement

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.

Disclosure in advertising

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.

1997, c. 15, s. 381

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

1997, c. 15, s. 381

(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;

2001, c. 9, s. 547(1)

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

Information on contacting Agency

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.

2009, c. 2, s. 291

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.

2001, c. 9, s. 548

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

(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

2001, c. 9, s. 548

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

Filing

(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.

Provision of statement to public

(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.

2001, c. 9, s. 548

(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;

2001, c. 9, s. 548

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

(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.

2001, c. 9, s. 548

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

2007, c. 6, s. 371(4)

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

Exception

(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

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

Matters for consideration

(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

Calculations — 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.

Canada Gazette

(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.

Five-year limit

(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.

2007, c. 6, s. 384

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

Application for certain approvals

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

R.S., c. B-2

Bank of Canada Act

2007, c. 6, s. 394

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

Time limit for returned payments

(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.

Limitation of Bank’s liability

(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.

1991, c. 46, s. 582

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

No liability where claims paid — returned payments

(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).

Amounts to be paid to Receiver General

(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.

2001, c. 9, s. 199; 2007, c. 6, s. 397

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

Weekly financial information

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.

Monthly balance sheet

(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.

R.S., c. C-3

Canada Deposit Insurance Corporation Act

R.S., c. 18 (3rd Supp.), s. 47(2)

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”
« séquestre »

“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”
« paiement retourné »

“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;

2009, c. 2, s. 236(2)

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

2009, c. 2, s. 236(2)

(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.

2009, c. 2, s 236(2)

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

No change

(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):

Subsection 5(1) of the Statutory Instruments Act

(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.

1996, c. 6, s. 26(1)

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

c) l’institution fédérale membre est visée par le décret pris en application du paragraphe 39.13(1).

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

Posting requirement

(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).

R.S., c. 18 (3rd Supp.), s. 52(2)

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

Subrogation — returned payment

(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.

Priority

(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:

Payment to the Bank of Canada

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.

Notice

(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.

Provision of information

(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;

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

Payment to claimant

(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.

Enforcing liability

(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.

2007, c. 6, s. 404

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

1996, c. 6, s. 27

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

Assessment and collection of premiums

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.

1996, c. 6, s. 27

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

Annual premium

(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.

1996, c. 6, s. 29; 2001, c. 9, s. 207

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

Calculation of first premium

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.

R.S., c. 18 (3rd Supp.), s. 62

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

Presentation of report to directors

(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.

2007, c. 6, s. 416(2)

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

Amendment of order

(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):

Non-liability — environmental matters

(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.

Reports, etc., still required

(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.

Non-liability — certain orders

(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.

Non-liability — employees

(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.

Liability of other successor employers

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

2009, c. 2, s. 244

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:

2009, c. 2, s. 244

(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.

2009, c. 2, s. 245(1)

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;

2009, c. 2, s. 246

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

Stay of proceedings — bridge institution

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.

Waiver

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

Assignments — bridge institution

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.

Exception

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

Membership in an organization

(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.

1996, c. 6, s. 41

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

Leave of court

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

2009, c. 2, s. 251

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

Non-liability with respect to employees

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,

(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.

Liability of other successor employers

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

2009, c. 2, s. 251

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:

2009, c. 2, s. 251

(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.

2001, c. 9, s. 214

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

Confidentiality

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.

Information from the Superintendent

(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

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

R.S., c. C-21; 2001, c. 9, s. 218

Canadian Payments Act

2001, c. 9, s. 227(2)

207. Paragraphs 9(3)(a) and (b) of the Canadian Payments Act are replaced by the following:

(a) banks, but excluding federal credit unions as defined in section 2 of the Bank Act, and authorized foreign banks;

(b) centrals, cooperative credit associations and federal credit unions as defined in that section;

2007, c. 6, s. 429(4)(F)

208. Subsection 18(3) of the Act is replaced by the following:

Approval of by-laws establishing penalties

(3) A by-law establishing a penalty shall not be submitted to the Minister for approval until it has been submitted for approval to the members and approved by them at a meeting of members.

209. The Act is amended by adding the following after section 46:

Enforcement of decision

46.1 (1) An order of a compliance panel established under paragraph 8(1)(a) of Canadian Payments Association By-law No. 6 — Compliance may be made an order of the Federal Court or of a superior court of a province and may be enforced in the same manner as an order of that court as if it had been an order of that court on the date of the decision.

Procedure

(2) An order of a compliance panel may be made an order of a court in accordance with the usual practice and procedure of the court in such matters, if any, or by the filing of a certified copy of the decision with the registrar of the court.

Effect of rescission or variation

(3) If an order of a compliance panel that has been made an order of a court is rescinded or varied by a subsequent order of the compliance panel, the order of the court is vacated and the subsequent order may be made an order of the court in accordance with subsection (2).

Saving

(4) The President may enforce any order of a compliance panel whether or not the order has been made an order of a court.

R.S., c. W-11; 1996, c. 6, s. 134

Winding-up and Restructuring Act

1996, c. 6, s. 161

210. (1) Paragraph 161(1)(a) of the Winding-up and Restructuring Act is replaced by the following:

(a) costs of liquidation;

1996, c. 6, s. 161; 1997, c.15, s. 411; 2007, c. 6, s. 445

(2) Subsections 161(2) to (6) of the Act are replaced by the following:

Claims re life companies — policyholders

(2) No payment on a claim by a policyholder of a company insuring risks under policies referred to in subparagraph (1)(c)(i) claiming a minimum amount that the company has agreed to pay under a policy in respect of an amount for which a segregated fund is maintained under section 451, subsection 542.03(2) or section 593 of the Insurance Companies Act for a deficiency if the assets of the fund are insufficient to satisfy such a claim, shall be made unless the assets of the company are sufficient to pay the claims referred to in subsection (1) and all of the terms of the policies of policyholders referred to in that subsection have been satisfied in full including any interest component of those policies accruing to the date of payment of the claim.

Claims re life companies — creditors

(2.1) No payment on a claim by a creditor of a company insuring risks under policies referred to in subparagraph (1)(c)(i) shall be made unless the assets of the company are sufficient to pay the claims referred to in subsections (1) and (2) and all of the terms of the policies of the policyholders referred to in those subsections have been satisfied in full including any interest component of those policies accruing to the date of payment of the claim.

Interest component

(3) For the purposes of subsections (2) and (2.1), the interest component of the claims of policyholders referred to in subparagraph (1)(c)(i) shall be treated as part of the claim that has arisen under the policy in accordance with the terms of the policy.

Claims re other companies

(4) No payment on a claim by a creditor of a company insuring risks under policies referred to in subparagraph (1)(c)(ii) shall be made unless the assets of the company are sufficient to pay the claims referred to in subsection (1).

Subordinated debt holders

(5) Holders of subordinated indebtedness, within the meaning of subsection 2(1) of the Insurance Companies Act, of a company and other indebtedness that by their terms rank equally or are subordinate to such indebtedness are entitled to receive payment on their claims only if the assets of the company are sufficient to pay the claims referred to in subsections (2), (2.1) and (4).

Priority of claims of policyholders in foreign companies

(6) Despite anything in this Part but subject to subsection (8), if a company is a foreign company, no claim, after the payment of costs of liquidation, ranks against the assets other than claims described in paragraphs (a) to (c), and the balance, if any, of the assets remaining after those claims are paid shall be applied by the liquidator in satisfaction of the claims of any other creditors — but not including policyholders and creditors of the foreign company in respect of a class of insurance not specified in the order referred to in paragraph (b) — of the insurance business in Canada of the foreign company in accordance with subsections (2), (2.1) and (4):

(a) the preferred creditors referred to in paragraph (1)(b);

(b) holders of policies of a class of insurance specified in the order of the Superintendent under Part XIII of the Insurance Companies Act other than holders of a policy exempt from Part XIII by virtue of section 572.1 of that Act; and

(c) expenses described in paragraph 686(1)(a) of the Insurance Companies Act, that were incurred by the Superintendent in respect of the company and assessed against and paid by other companies pursuant to that Act, and interest in respect of those expenses at the rate that is specified by the Superintendent.

1996, c. 6, s. 161

(3) The portion of paragraph 161(8)(b) of the Act before clause (ii)(A) is replaced by the following:

(b) risks falling within some other class of insurance, other than accident and sickness insurance, credit protection insurance and other approved products insurance,

(i) in the case of the costs of liquidation and the claims of preferred creditors, the costs, portions of expenses and claims shall be paid from the assets in Canada, maintained for the policies referred to in subparagraphs (ii) and (iii), together with the assets under the control of the chief agent, in the proportion that the court considers fair and equitable,

(ii) in the case of policies falling within the classes of life insurance, accident and sickness insurance, credit protection insurance and other approved products insurance, claims shall be paid

1996, c. 6, s. 161

(4) Subsection 161(9) of the Act is replaced by the following:

Priority of costs, etc.

(9) For greater certainty, the costs, claims and expenses referred to in subsections (6) and (8) shall be paid in accordance with the priorities set out in subsection (1).

1996, c. 6, s. 161

211. Section 164 of the Act is replaced by the following:

Transfer of assets to the liquidator

164. (1) The assets of the company in Canada that may be on deposit with any government in Canada or with trustees or otherwise held for the company or for the protection of the policyholders of the company of the class or classes that are affected by the winding-up order shall, on order of the court having jurisdiction, be transferred to the liquidator.

Assets on deposit outside Canada

(2) If the company is a Canadian company that has deposited with the government of any state or country outside Canada, or with any trustee or other person in that state or country, any of its assets for the protection of the company’s policyholders in that state or country, the liquidator may request that government, trustee or other person to transfer those assets to the liquidator and on the transfer being made, those assets shall be used for the benefit of all the company’s policyholders in the same manner as any other assets of the company.

Consequence of non-transfer of assets

(3) If a government, trustee or other person referred to in subsection (2) does not transfer the assets deposited with it within the period commencing with the date of the liquidator’s request for the transfer of those assets that the Court may fix, the policyholders of the company, for whose protection the deposit was made, are deemed to have refused the reinsurance, if any, arranged by the liquidator, and, whether transfer or reinsurance has been arranged or not, to have forfeited all right and claim to any share of the assets of the company other than the assets so deposited for their protection outside Canada.

R.S., c. 18 (3rd Supp.), Part I

Office of the Superintendent of Financial Institutions Act

212. The Office of the Superintendent of Financial Institutions Act is amended by adding the following after section 39:

IMMUNITIES

Not compellable

39.1 The Superintendent, any Deputy Superintendent, any officer or employee of the Office or any person acting under the direction of the Superintendent, is not a compellable witness in any civil proceedings in respect of any matter coming to their knowledge as a result of exercising any of their powers or performing any of their duties or functions under this Act or the Acts listed in the schedule.

1996, c. 6, Sch.

Payment Clearing and Settlement Act

213. (1) The portion of section 2 of the English version of the Payment Clearing and Settlement Act before the definition “Bank” is replaced by the following:

Definitions

2. The following definitions apply in this Act.

(2) The definition “clearing and settlement system” in section 2 of the Act is replaced by the following:

“clearing and settlement system”
« système de compensation et de règlement »

“clearing and settlement system” means a system or arrangement for the clearing or settlement of payment obligations or payment messages in which

(a) there are at least three participants, at least one of which is a Canadian participant and at least one of which has its head office in a jurisdiction other than the jurisdiction where the head office of the clearing house is located;

(b) clearing or settlement is all or partly in Canadian dollars; and

(c) the payment obligations that arise from clearing within the system or arrangement are ultimately settled through adjustments to the account or accounts of one or more of the participants at the Bank.

For greater certainty, it includes a system or arrangement for the clearing or settlement of securities transactions, derivatives contracts, foreign exchange transactions or other transactions where the system or arrangement also clears or settles payment obligations arising from those transactions.

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

“Canadian participant”
« participant canadien »

“Canadian participant” means a participant that is incorporated or formed under an enactment of Canada or a province.

214. Section 15 of the Act is replaced by the following:

Compliance orders

15. If a clearing house or a participant fails to comply with a provision of this Act, with a directive issued to it by the Governor of the Bank in connection with any matter under this Act or with an agreement that it has entered into under section 5, or if a person to whom a request referred to in subsection 14(1) is directed fails to comply with the request, the Bank or the Governor may apply to a superior court for an order directing the clearing house, participant or person, as the case may be, to comply with the provision, directive, agreement or request and, on the application, the court may so order and make any further order it thinks fit.

215. (1) Paragraph 18(2)(a) of the Act is replaced by the following:

(a) to any government agency or regulatory body, charged with the regulation of

(i) financial institutions, as defined in section 2 of the Trust and Loan Companies Act, for purposes related to that regulation, or

(ii) entities that provide clearing or settlement services in connection with securities transactions or eligible financial contracts, for purposes related to that regulation, and

(2) Section 18 of the Act is amended by adding the following after subsection (2):

Disclosure permitted

(3) Nothing in subsection (1) prevents the Bank from disclosing any information or documents pertaining to a clearing and settlement system that the Bank has designated under subsection 4(1) to any government agency or regulatory body charged with the regulation of systems or arrangements for the clearing or settlement of payment obligations or payment messages, for purposes related to that regulation, if the Bank is satisfied that the information or documents will be treated as confidential by the agency or body to whom they are disclosed.

216. Subsection 22(3) of the Act is repealed.

2001, c. 9

Financial Consumer Agency of Canada Act

2009, c. 2, s. 280

217. (1) Paragraph (a) of the definition “consumer provision” in section 2 of the Financial Consumer Agency of Canada Act is replaced by the following:

(a) paragraphs 157(2)(e) and (f), section 413.1, subsection 418.1(3), sections 439.1 to 459.5, subsections 540(2) and (3) and 545(4) and (5), paragraphs 545(6)(b) and (c), subsection 552(3) and sections 559 to 576.3 of the Bank Act together with any regulations made under or for the purposes of those provisions;

(2) Paragraph (a) of the definition “consumer provision” in section 2 of the Act is replaced by the following:

(a) paragraphs 157(2)(e) and (f), sections 273.1 and 413.1, subsection 418.1(3), sections 439.1 to 459.5, subsections 540(2) and (3) and 545(4) and (5), paragraphs 545(6)(b) and (c), subsection 552(3) and sections 559 to 576.2 of the Bank Act together with any regulations made under or for the purposes of those provisions;

(3) The definition “consumer provision” in section 2 of the Act is amended by adding the following after paragraph (a):

(a.1) sections 992 to 1003 of the Bank Act as those sections apply to any notice, document or other information that is required under the provisions referred to in paragraph (a);

(4) The definition “consumer provision” in section 2 of the Act is amended by adding the following after paragraph (b):

(b.1) sections 487.01 to 487.12 of the Cooperative Credit Associations Act as those sections apply to any notice, document or other information that is required under the provisions referred to in paragraph (b);

(5) The definition “consumer provision” in section 2 of the Act is amended by adding the following after paragraph (c):

(c.1) sections 1034 to 1045 of the Insurance Companies Act as those sections apply to any notice, document or other information that is required under the provisions referred to in paragraph (c);

(6) The definition “consumer provision” in section 2 of the Act is amended by striking out “and” at the end of paragraph (d) and by adding the following after that paragraph:

(d.1) sections 539.01 to 539.12 of the Trust and Loan Companies Act as those sections apply to any notice, document or other information that is required under the provisions referred to in paragraph (d); and

2010, c. 12, s. 1854

218. (1) Subsection 17(1) of the French version of the Act is replaced by the following:

Caractère confidentiel des renseignements

17. (1) Sous réserve du paragraphe (2) et sauf disposition contraire prévue par la présente loi, sont confidentiels et doivent être traités comme tels les renseignements concernant les activités d’affaires et les affaires internes d’une institution financière ou concernant une personne faisant affaire avec elle — ainsi que les renseignements qui sont tirés de ceux-ci —, obtenus par le commissaire ou par toute autre personne exécutant ses directives, dans le cadre de l’exercice des attributions visées aux paragraphes 5(1) et (2) et 5.1(2).

2010, c. 12, s. 1841

(2) Subsection 17(3) of the French version of the Act is replaced by the following:

Caractère confidentiel des renseignements — exploitants de réseaux de cartes de paiement

(3) Sous réserve du paragraphe (4) et sauf disposition contraire prévue par la présente loi, sont confidentiels et doivent être traités comme tels les renseignements concernant les activités d’affaires et les affaires internes d’un exploitant de réseau de cartes de paiement ou concernant une personne faisant affaire avec lui — ainsi que les renseignements qui sont tirés de ceux-ci —, obtenus par le commissaire ou par toute autre personne exécutant ses directives, dans le cadre de l’exercice des attributions visées aux paragraphes 5(1.1) et (2.1).

2010, c. 12, s. 1843(2)

219. Subsection 19(2) of the Act is replaced by the following:

Maximum penalties

(2) The maximum penalty for a violation is $50,000 in the case of a violation that is committed by a natural person, and $500,000 in the case of a violation that is committed by a financial institution or a payment card network operator.

220. The Act is amended by adding the following after section 33:

IMMUNITIES

Not compellable

33.1 The Commissioner, any Deputy Commissioner, any officer or employee of the Agency or any person acting under the direction of the Commissioner, is not a compellable witness in any civil proceedings in respect of any matter coming to their knowledge as a result of exercising any of their powers or performing any of their duties or functions under this Act or the Acts listed in Schedule 1.

2010, c. 12, s. 1857

221. Schedule 1 to the Act is amended by replacing the references after the heading “SCHEDULE 1” with the following:

(Subsections 3(2), 5(1) and 19(1) and sections 20 and 33.1)

PART 6

COORDINATING AMENDMENTS AND COMING INTO FORCE

Coordinating Amendments

Subsections 217(1) and (2)

222. On the first day on which both subsections 217(1) and (2) are in force, paragraph (a) of the definition “consumer provision” in section 2 of the Financial Consumer Agency of Canada Act is replaced by the following:

(a) paragraphs 157(2)(e) and (f), sections 273.1 and 413.1, subsection 418.1(3), sections 439.1 to 459.5, subsections 540(2) and (3) and 545(4) and (5), paragraphs 545(6)(b) and (c), subsection 552(3) and sections 559 to 576.3 of the Bank Act together with any regulations made under or for the purposes of those provisions;

2010, c. 12

223. (1) In this section, “other Act” means the Jobs and Economic Growth Act.

(2) On the first day on which both subsection 1894(8) of the other Act and this section are in force, the definition “member” in section 2 of the Bank Act is replaced by the following:

“member”
« membre »

“member”, in relation to a federal credit union, means a person who is one of the members of the federal credit union in accordance with subsection 47.04(2);

(3) On the first day on which both subsection 1950(3) of the other Act and section 5 of this Act are in force, subsection 138(1.1) of the Bank Act is replaced by the following:

Number of eligible votes

(1.1) A bank with equity of twelve billion dollars or more that is not a federal credit union must set out in the notice of a meeting the number of eligible votes, as defined under subsection 156.09(1), that may be cast at the meeting as of the record date for determining shareholders entitled to receive the notice of meeting or, if there are to be separate votes of shareholders at the meeting, the number of eligible votes, as defined in that subsection, in respect of each separate vote to be held at the meeting.

(4) On the first day on which both section 1995 of the other Act and this section are in force, paragraph 216.14(1)(d) of the Bank Act is replaced by the following:

(d) respecting, for the purposes of a proposal to become a bank with common shares, the value of the converting federal credit union and of its membership shares and shares, if any, and authorizing the Superintendent to specify a day as of which those values must be estimated;

(5) If section 2057 of the other Act comes into force before section 17 of this Act, then that section 17 is replaced by the following:

17. Subsection 376.1(1) of the Act is replaced by the following:

Prohibition against significant interest

376.1 (1) No person who has a significant interest in any class of shares of a widely held bank with equity of twelve billion dollars or more may have a significant interest in any class of shares of a subsidiary of the widely held bank that is a bank or a bank holding company.

(6) If section 2057 of the other Act comes into force on the same day as section 17 of this Act, then that section 17 is deemed to have come into force before that section 2057.

(7) If section 2058 of the other Act comes into force before section 18 of this Act, then that section 18 is replaced by the following:

18. Subsection 376.2(1) of the Act is replaced by the following:

Prohibition against significant interest

376.2 (1) No person who has a significant interest in any class of shares of a bank may have a significant interest in any class of shares of any widely held bank with equity of twelve billion dollars or more, or of any widely held bank holding company with equity of twelve billion dollars or more, that controls the bank.

(8) If section 2058 of the other Act comes into force on the same day as section 18 of this Act, then that section 18 is deemed to have come into force before that section 2058.

(9) If section 2060 of the other Act comes into force before section 20 of this Act, then, on the day on which that section 20 comes into force, section 377.1 of the Bank Act is amended by adding the following after subsection (1):

Exception — federal credit union

(1.1) Subsection (1) does not apply in respect of a person who acquires control of a federal credit union.

(10) If section 2060 of the other Act comes into force on the same day as section 20 of this Act, then that section 20 is deemed to have come into force before that section 2060.

(11) If section 2062 of the other Act comes into force before section 22 of this Act, then that section 22 is replaced by the following:

22. Subsection 380(1) of the Act is replaced by the following:

Exemption

380. (1) On application by a bank, other than a bank with equity of twelve billion dollars or more, the Superintendent may exempt any class of non-voting shares of the bank the aggregate book value of which is not more than 30 per cent of the aggregate book value of all the outstanding shares of the bank from the application of sections 373 and 379.

(12) If section 22 of this Act comes into force before section 2062 of the other Act, then, on the day on which that section 2062 comes into force, subsection 380(1) of the Bank Act is replaced by the following:

Exemption

(13) If section 2062 of the other Act comes into force on the same day as section 22 of this Act, then that section 22 is deemed to have come into force before that section 2062 and subsection (12) applies as a consequence.

(14) On the first day on which both subsection 2069(2) of the other Act and section 31 of this Act are in force, paragraph 396(2)(a) of the Bank Act is replaced by the following:

(a) more than 10 per cent but no more than 20 per cent of any class of the outstanding voting shares of a widely held bank with equity of twelve billion dollars or more that is not a federal credit union; or

(15) On the first day on which both subsection 2071(2) of the other Act and section 32 of this Act are in force, subsection 401.2(2) of the Bank Act is replaced by the following:

Exception

(2) Despite subsection (1), a bank may record in its securities register or members register a transfer or issue of any share or membership share of the bank to a foreign bank, or 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 or membership share that is transferred or issued is beneficially owned by the foreign bank or foreign institution or by an entity controlled by the foreign bank or foreign institution.

(16) If section 2072 of the other Act comes into force before section 33 of this Act, then that section 33 is replaced by the following:

33. Subsection 401.3(3) of the Act is replaced by the following:

Exception

(3) Subsections (1) and (2) do not apply to a foreign bank, or 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 referred to in subsection (1), or, in the case of a federal credit union, a membership share, is beneficially owned by the foreign bank or foreign institution or by an entity controlled by the foreign bank or foreign institution.

(17) If section 33 of this Act comes into force before section 2072 of the other Act, then, on the day on which that section 2072 comes into force, subsection 401.3(3) of the Bank Act is replaced by the following:

Exception

(18) If section 2072 of the other Act comes into force on the same day as section 33 of this Act, then that section 33 is deemed to have come into force before that section 2072 and subsection (17) applies as a consequence.

(19) On the first day on which both section 2079 of the other Act and this section are in force,

(a) subparagraph 487(2)(a)(i) of the Bank Act is replaced by the following:

(i) in accordance with any provisions for the conversion of other issued and outstanding membership shares or securities of the bank into shares of that class of shares, or into membership shares,

(b) subparagraph 487(2)(a)(iv) of the Bank Act is replaced by the following:

(iv) in accordance with the terms of an amalgamation or conversion under Part VI,

(20) If section 2104 of the other Act comes into force before section 203 of this Act, then, on the day on which that section 203 comes into force, subsection 45.2(1) of the Canada Deposit Insurance Corporation Act is replaced by the following:

Confidentiality

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

(21) If section 203 of this Act comes into force before section 2104 of the other Act, then, on the day on which that section 2104 comes into force, section 45.2 of the Canada Deposit Insurance Corporation Act is replaced by the following:

Confidentiality

Information from the Superintendent

(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

(22) If section 2104 of the other Act comes into force on the same day as section 203 of this Act, then that section 2104 is deemed to have come into force before that section 203 and subsection (20) applies as a consequence.

2010, c. 25

224. (1) In this section, “other Act” means the Sustaining Canada’s Economic Recovery Act.

(2) If section 52 of this Act comes into force before section 149 of the other Act, then that section 149 is repealed.

(3) If section 149 of the other Act comes into force on the same day as section 52 of this Act, then that section 149 is deemed to have come into force before that section 52.

(4) On the first day on which both section 160 of the other Act and section 218 of this Act are in force, subsection 17(1) of the French version of the Financial Consumer Agency of Canada Act is replaced by the following:

Caractère confidentiel des renseignements

17. (1) Sous réserve du paragraphe (2) et sauf disposition contraire prévue par la présente loi, sont confidentiels et doivent être traités comme tels les renseignements concernant les activités d’affaires et les affaires internes d’une institution financière ou d’un organisme externe de traitement des plaintes ou concernant toute personne faisant affaire avec eux — ainsi que les renseignements qui sont tirés de ceux-ci —, obtenus par le commissaire ou par toute autre personne exécutant ses directives, dans le cadre de l’exercice des attributions visées aux paragraphes 5(1) et (2) et 5.1(2).

Coming into Force

Order in council

225. (1) Subject to subsection (2), the provisions of this Act, except sections 3, 77, 105, 123, 154, 163 and 222 to 224, come into force on a day or days to be fixed by order of the Governor in Council.

Order in council

(2) Sections 9 to 11 and 207 and subsection 217(2) come into force on a day or days to be fixed by order of the Governor in Council, which may not be earlier than the day on which subsection 1894(8) of the Jobs and Economic Growth Act, chapter 12 of the Statutes of Canada, 2010, comes into force.

Published under authority of the Senate of Canada

Available from:
Publishing and Depository Services
Public Works and Government Services Canada

Table of Contents

Exceptions to Generally Accepted Accounting Principles

COOPERATIVE CREDIT ASSOCIATIONS ACT

Exceptions to Generally Accepted Accounting Principles