18. The Minister, after consulting with the directors, shall designate one of them as chairperson to hold office during good behaviour for any term of not more than three years. The chairperson may be designated for not more than two consecutive terms and may be removed by the Minister for cause.
19. The chairperson shall determine the times and places of the meetings of the board of directors and presides at those meetings. The chairperson may perform any other duties or functions that are assigned to the chairperson by the board of directors.
Marginal note:Absence, etc., of chairperson
20. If the chairperson is absent or incapacitated or if the office of chairperson is vacant, the board of directors may designate a director to exercise the powers and perform the duties and functions of the chairperson during the absence, incapacity or vacancy, but no person may be so designated for a period exceeding 90 days without the approval of the Minister.
21. The board of directors shall appoint an executive director of the Centre.
22. The executive director is the chief executive officer of the Centre and has, on behalf of the board of directors, responsibility for the direction and management of the business and day-to-day operations of the Centre.
Marginal note:Absence, etc., of executive director
23. If the executive director is absent or incapacitated or if the office of executive director is vacant, the chairperson may designate any person to exercise the powers and perform the duties and functions of the executive director during the absence, incapacity or vacancy, but no person may be so designated for a period exceeding 90 days without the approval of the board of directors.
24. The executive director may delegate to any person any power, duty or function conferred on the executive director under this Act.
25. The Centre may engage any employees and any technical and professional advisers that it considers necessary for the proper conduct of its activities.
26. Directors, officers and employees of the Centre are deemed not to be employees of the public service of Canada and, for the purposes of the Public Service Superannuation Act, are deemed not to be employed in the Public Service.
Marginal note:Audit committee
27. (1) The board of directors shall establish an audit committee consisting of at least three directors.
Marginal note:Duties of audit committee
(2) The audit committee shall
(a) require the Centre to implement and maintain appropriate internal control procedures;
(b) review, evaluate and approve those internal control procedures;
(c) review the Centre’s annual financial statements and report to the Centre before those statements are approved by the board of directors;
(d) meet with the Centre’s auditor to discuss the Centre’s annual financial statements and the auditor’s report; and
(e) meet with the Centre’s auditor and the Centre’s management to discuss the effectiveness of the internal control procedures.
Marginal note:Special report
(3) If the audit committee is of the opinion that there is any information that should be brought to the attention of the Minister, it shall make a report of that information to the Minister and furnish the board with a copy of the report.
Marginal note:Meeting of directors
(4) The audit committee may call a meeting of the board of directors to consider any matter of concern to the committee.
Marginal note:Technical assistance
(5) The audit committee may engage, on a temporary basis, the services of persons having technical or specialized knowledge to assist the committee in carrying out its duties under this Act.
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