Financial Consumer Agency of Canada Act (S.C. 2001, c. 9)
Full Document:
Assented to 2001-06-14
71. The Act is amended by adding the following after section 160:
Marginal note:Exception
160.1 Paragraph 160(g) does not apply to a person if
(a) the person is employed in a department or agency of the Government of Canada that is not involved in the regulation or supervision of financial institutions;
(b) the person’s duties do not involve financial institutions; and
(c) the bank is controlled by a local cooperative credit society, as defined in section 2 of the Cooperative Credit Associations Act, in which the following persons, in aggregate, hold more than 50 per cent or, if a percentage has been prescribed for the purpose of this paragraph, the prescribed percentage, of the ownership interests in the local cooperative credit society, namely,
(i) employees of Her Majesty in right of Canada or of a province,
(ii) former employees of Her Majesty in right of Canada or of a province,
(iii) the spouse or common-law partner of a person referred to in subparagraph (i) or (ii), and
(iv) a child who is less than eighteen years of age of a person referred to in subparagraph (i) or (ii).
72. Subsection 163(2) of the Act, as amended by section 13 of An Act to amend certain laws relating to financial institutions, being chapter 15 of the Statutes of Canada, 1997, is repealed.
73. Section 168 of the Act is amended by adding the following after subsection (3):
Marginal note:Exception
(3.1) Subsection (2) does not apply to a widely held bank with equity of five billion dollars or more or to a bank in respect of which subsection 378(1) applies.
74. Subsection 172(1) of the Act is amended by striking out the word “or” at the end of paragraph (c), by adding the word “or” at the end of paragraph (d) and by adding the following after paragraph (d):
(e) when the director is removed from office under section 647 or 647.1.
75. Paragraph 183(1)(a) of the Act is replaced by the following:
(a) in the case of a bank that is a subsidiary of a foreign bank, at least one half of the directors present are resident Canadians; or
76. The Act is amended by adding the following after section 183:
Marginal note:Presence of unaffiliated director
183.1 (1) The directors of a bank shall not transact business at a meeting of directors unless at least one of the directors who is not affiliated with the bank is present.
Marginal note:Exception
(2) Despite subsection (1), the directors of a bank may transact business at a meeting of directors if a director who is not affiliated with the bank and who is not able to be present approves, in writing or by telephonic, electronic or other communications facilities, the business transacted at the meeting.
Marginal note:Exception
(3) Subsection (1) does not apply if all the voting shares of the bank, other than directors’ qualifying shares, if any, are beneficially owned by a Canadian financial institution incorporated by or under an Act of Parliament.
Marginal note:1997, c. 15, s. 23(1)
77. Paragraph 195(3)(b) of the Act is replaced by the following:
(b) review those procedures and their effectiveness in ensuring that the bank is complying with Part XI;
(b.1) if a widely held bank holding company or a widely held insurance holding company has a significant interest in any class of shares of the bank,
(i) establish policies for entering into transactions referred to in subsection 495.1(1), and
(ii) review transactions referred to in subsection 495.3(1); and
77.1 Section 204 of the French version of the Act is replaced by the following:
Marginal note:Déclaration suffisante d’intérêt
204. Pour l’application du paragraphe 202(1), quiconque donne au conseil un avis général lui faisant savoir qu’il est administrateur ou dirigeant d’une entité ou possède un intérêt important dans une personne, et doit être considéré comme ayant un intérêt dans tout contrat conclu avec cette entité ou personne, s’acquitte de son obligation de déclaration d’intérêt.
78. The portion of section 211 of the Act before paragraph (a) is replaced by the following:
Marginal note:Reliance on statement
211. A director, an officer or an employee of a bank is not liable under subsection 158(1) or (2), section 207 or 210 or subsection 506(1) if the director, officer or employee relies in good faith on
79. The portion of subsection 212(1) of the French version of the Act before paragraph (a) is replaced by the following:
Marginal note:Indemnisation
212. (1) La banque peut indemniser ses administrateurs ou ses dirigeants — ou leurs prédécesseurs —, ainsi que les personnes qui, à sa demande, agissent ou ont agi en cette qualité pour une entité dont elle est ou a été actionnaire ou créancière, de tous leurs frais, y compris les montants versés en règlement d’une action ou pour satisfaire à un jugement, entraînés par des procédures civiles, pénales ou administratives auxquelles ils étaient parties en cette qualité, sauf à l’occasion d’actions intentées par la banque ou pour son compte en vue d’obtenir un jugement favorable, si :
80. Section 215 of the Act is replaced by the following:
Marginal note:Incorporating instrument
215. On the application of a bank duly authorized by special resolution, the Minister may approve a proposal to add, change or remove any provision that is permitted by this Act to be set out in the bank’s incorporating instrument.
81. Subsection 216(1) of the Act is replaced by the following:
Marginal note:Letters patent to amend
216. (1) On receipt of an application referred to in section 215, the Minister may issue letters patent to effect the proposal.
82. (1) Subsection 217(1) of the Act is amended by striking out the word “or” at the end of paragraph (i) and by adding the following after paragraph (i):
(i.1) change the name of the bank; or
(2) Subsection 217(3) of the Act is replaced by the following:
Marginal note:Effective date of by-law
(3) A by-law, or an amendment to or a repeal of a by-law, made under subsection (1) is not effective until it is confirmed or confirmed as amended by the shareholders under subsection (2) and, in the case of a by-law referred to in paragraph (1)(i.1), approved by the Superintendent.
83. Subsection 221(1) of the Act is replaced by the following:
Marginal note:Proposal to amend
221. (1) Subject to subsection (2), a director or a shareholder who is entitled to vote at an annual meeting of shareholders of a bank may, in accordance with sections 143 and 144, make a proposal to make an application referred to in section 215 or to make, amend or repeal the by-laws referred to in subsection 217(1) of the bank.
84. Section 223 of the Act is replaced by the following:
Marginal note:Application to amalgamate
223. (1) On the joint application of two or more bodies corporate incorporated by or under an Act of Parliament, including banks and bank holding companies, the Minister may issue letters patent amalgamating and continuing the applicants as one bank.
Marginal note:Restriction
(2) Despite subsection (1), if one of the applicants is a bank named in Schedule I as that Schedule read immediately before the day section 184 of the Financial Consumer Agency of Canada Act comes into force, other than a bank in respect of which the Minister has specified that subsection 378(1) no longer applies, the Minister shall not issue letters patent referred to in subsection (1) unless
(a) the amalgamated bank would be a widely held bank; or
(b) the amalgamated bank would be controlled by a widely held bank holding company that, at the time the application was made, controlled
(i) the applicant, or
(ii) any other applicant that is a bank named in Schedule I as that Schedule read immediately before the day section 184 of the Financial Consumer Agency of Canada Act comes into force, other than a bank in respect of which the Minister has specified that subsection 378(1) no longer applies.
Marginal note:Restriction
(3) Despite subsection (1), if the amalgamated bank would be a bank with equity of five billion dollars or more, the Minister shall not issue letters patent referred to in that subsection unless the amalgamated bank is
(a) widely held;
(b) controlled, within the meaning of paragraphs 3(1)(a) and (d), by a widely held bank, or by a widely held bank holding company, that controlled one of the applicants at the time the application was made; or
(c) controlled, within the meaning of paragraph 3(1)(d), by a widely held insurance holding company, or by an eligible Canadian financial institution, as defined in subsection 370(1), other than a bank, or by an eligible foreign institution, as defined in subsection 370(1), that controlled one of the applicants at the time the application was made.
85. Subsection 228(3) of the Act is replaced by the following:
Marginal note:Application of sections 23 to 26
(3) If two or more bodies corporate, none of which is a bank, apply for letters patent under subsection (1), sections 23 to 26 apply in respect of the application with any modifications that the circumstances require.
Marginal note:Matters for consideration
(4) Before issuing letters patent of amalgamation continuing the applicants as one bank, the Minister shall take into account all matters that the Minister considers relevant to the application, including
(a) the sources of continuing financial support for the amalgamated bank;
(b) the soundness and feasibility of the plans of the applicants for the future conduct and development of the business of the amalgamated bank;
(c) the business record and experience of the applicants;
(d) the reputation of the applicants for being operated in a manner that is consistent with the standards of good character and integrity;
(e) whether the amalgamated bank will be operated responsibly by persons with the competence and experience suitable for involvement in the operation of a financial institution;
(f) the impact of any integration of the operations and businesses of the applicants on the conduct of those operations and businesses;
(g) the opinion of the Superintendent regarding the extent to which the proposed corporate structure of the amalgamated bank and its affiliates may affect the supervision and regulation of the amalgamated bank, having regard to
(i) the nature and extent of the proposed financial services activities to be carried out by the amalgamated bank and its affiliates, and
(ii) the nature and degree of supervision and regulation applying to the proposed financial services activities to be carried out by the affiliates of the amalgamated bank; and
(h) the best interests of the financial system in Canada.
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