Board established3.(1)There is established a corporation to be known as the Canada Employment Insurance Financing Board.Not agent of Her Majesty(2)The Board is not an agent of Her Majesty in right of Canada.Not part of federal public administration(3)Directors, officers, employees, agents and mandataries of the Board are not part of the federal public administration.Head office(4)The head office and principal place of business of the Board shall be in the National Capital Region as described in the schedule to the National Capital Act.Acts not applicable to Board(5)The Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, and the Canada Not-for-profit Corporations Act do not apply to the Board.Inconsistency with Financial Administration Act(6)In the event of any inconsistency between the provisions of this Act and the provisions of Part X of the Financial Administration Act, the provisions of this Act prevail.Non-application(7)Sections 105, 121, 128 to 132, 138 to 142, 148 and 150 of the Financial Administration Act do not apply to the Board.

2008, c. 28, s. 121 "3";
2009, c. 23, s. 314.

Powers of Board5.(1)The Board has the capacity and, subject to this Act, the rights, powers and privileges of a natural person.No inconsistent business or activity(2)The Board shall not, directly or indirectly, carry on any business or activity or exercise any power that is inconsistent with the Board’s objects, including any power in relation to benefits or other payments made under subsection 77(1) of the Employment Insurance Act or to the employment insurance program design or delivery, or that the Board is restricted by this Act from carrying on or exercising, and shall not, directly or indirectly, exercise any of its powers, or perform any of its duties, in a manner contrary to this Act.Borrowing(3)The Board shall not borrow money otherwise than from Her Majesty in right of Canada.No subsidiaries(4)The Board shall not incorporate or acquire any subsidiaries.No invalidity(5)No act of the Board, including a transfer of property, is invalid by reason only that the Board was without the capacity or power to so act.

Specific duties7.The board of directors shall, among other things,(a)on an annual basis, establish written investment policies, standards and procedures in accordance with section 23;(b)monitor the officers and employees of the Board to ensure compliance with those investment policies, standards and procedures;(c)establish procedures for the identification of real or potential conflicts of interest and procedures to resolve those conflicts;(d)establish a code of conduct for officers and employees of the Board; and(e)designate a committee of the board of directors to monitor the application of the conflict of interest procedures and the code of conduct.

Power to delegate8.(1)Subject to subsection (2) and the by-laws, the board of directors may delegate to the chairperson of the board of directors, to a committee of the board of directors or to any officer of the Board any of the powers or duties of the board of directors.Limits on power(2)The board of directors may not delegate the power to(a)set the premium rate under section 66 of the Employment Insurance Act;(b)adopt, amend or repeal by-laws;(c)establish the Board’s investment policies, standards and procedures;(d)fill a vacancy in a committee of directors or in the office of auditor of the Board;(e)appoint officers or fix their remuneration; or(f)approve the annual financial statements of the Board or any other financial statements issued by the Board.

Appointment of directors9.(1)Each director shall be appointed by the Governor in Council, on the recommendation of the Minister, to hold office during good behaviour for a term, not exceeding four years, that will ensure, as far as possible, the expiry in any one year of the terms of office of not more than one half of the directors.Reappointment(2)A director is eligible for reappointment for one or more additional terms.Removal(3)The Governor in Council may remove a director for cause.Vacancy(4)If a person ceases to be a director during the term for which the person was appointed, the Minister shall appoint a candidate from the list established under section 10 to hold office as a director for the remainder of the term.No available candidates on list(5)However, if no candidate on the list is available, the Minister shall, after taking into account the factors referred to in subsection 10(6), appoint any qualified person to hold office as a director for the remainder of the term.Disqualified persons(6)The following persons are disqualified from being directors:(a)a person who is less than 18 years of age;(b)a person who is of unsound mind and has been so found by a court in Canada or elsewhere;(c)a person who has the status of a bankrupt;(d)a person who is not a natural person;(e)a member of the nominating committee established under subsection 10(1);(e.1)a person who is an employee of the Board;(f)a person who is an agent, mandatary or employee of Her Majesty in right of Canada or in right of a province;(g)a person who is a member of the Senate or House of Commons of Canada or a member of a provincial legislature;(h)a person who is an agent, mandatary or employee of the government of a foreign country or any political subdivision of a foreign country; and(i)a person who is not a resident of Canada.

2008, c. 28, s. 121 “9”;
2009, c. 2, s. 377.

Previous Version

Nominating committee10.(1)The Minister shall establish a nominating committee to establish a list of candidates for proposed appointment as directors. The committee shall consist of a chairperson appointed by the Minister and of the commissioners referred to in paragraphs 20(2)(c) and (d) of the Department of Human Resources and Skills Development Act.Qualifications of chairperson(2)The chairperson of the nominating committee shall be appointed on the basis of merit taking into account any relevant experience in the functioning of a board of directors and in the financial or insurance sector as a senior executive.Term of office(3)The chairperson of the nominating committee holds office for a maximum term of five years and is eligible for reappointment for one or more additional terms.Removal(4)The Minister may remove the chairperson of the nominating committee at any time.Remuneration of chairperson(5)The Minister shall fix the remuneration and expenses of the chairperson of the nominating committee, which shall be paid by the Board.Factors for consideration(6)When the nominating committee is establishing a list of qualified candidates for proposed appointment as directors, it shall consult the board of directors and shall have regard to the desirability of having on the board of directors a sufficient number of directors with proven financial ability or relevant work experience such that the Board will be able to effectively achieve its objects.Maintenance of list(7)The nominating committee shall maintain the list with a sufficient number of candidates to fill any vacancies on the board of directors that may arise.Recommendations from list of nominating committee(8)The recommendation of the Minister under subsection 9(1) shall be made from the list of candidates proposed by the nominating committee.

Designation11.(1)The Governor in Council shall, on the recommendation of the Minister made after the Minister has consulted with the board of directors, designate one of the directors as chairperson of the board of directors.Term of office(2)The chairperson shall hold office during good behaviour for the term that the Governor in Council deems appropriate and is eligible for reappointment for one or more additional terms.Removal(3)The Governor in Council may remove the chairperson for cause.Presiding at meetings(4)The chairperson shall preside at all meetings of the board of directors and may exercise the powers and perform the duties and functions that are specified by the board of directors.Absence of chairperson(5)If the chairperson is absent at any meeting of the board of directors, one of the directors present who is chosen to so act by the directors present shall preside and have all the powers, duties and functions of the chairperson.Incapacity of chairperson(6)If the chairperson is incapable of performing his or her duties or there is a vacancy in the office of chairperson, the Minister may, after consulting with the board of directors, designate another director to exercise the powers and perform the duties and functions of the chairperson.

Designation13.(1)The board of directors shall, after consulting with the Minister, appoint the chief executive officer of the Board on the basis of merit taking into account any relevant experience in the financial or insurance sector as a senior executive.Term of office(2)The chief executive officer shall hold office for the term that the board of directors deems appropriate.Removal(3)The board of directors may remove the chief executive officer for cause.Duties(4)The chief executive officer is responsible for the direction and management of the business and day-to-day operations of the Board.Not a board member(5)The chief executive officer is not a member of the board of directors.Absence, incapacity or vacancy(6)If the chief executive officer is absent or incapacitated or if the office of chief executive officer is vacant, the chairperson of the board of directors may designate any qualified person to exercise the powers and perform the duties and functions of the chief executive officer 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.

Appointment14.(1)The board of directors shall appoint a Fellow of the Canadian Institute of Actuaries to be the chief actuary of the Board.Officer(2)The chief actuary is an officer of the Board under the direction of the chief executive officer.Duties(3)The chief actuary shall prepare actuarial forecasts and estimates for the purposes of section 66 of the Employment Insurance Act and shall, on or before October 31 in each year, provide the board of directors with(a)the forecast premium rate for the following year and a detailed analysis in support of the forecast;(b)the forecast fair market value of the Board’s reserve at the end of the following year;(c)a determination and analysis of any difference between the premium rate set by the Board for the year that is two years before the current year and what that rate should have been for that year in order to meet the objective of subsection 66(1) of the Employment Insurance Act; and(d)the source of the data, the actuarial and economic assumptions and the actuarial methodology used.

2008, c. 28, s. 121 “14”;
2010, c. 12, s. 2207.

Previous Version

Obligation15.(1)Every director and officer of the Board in exercising any of the powers of a director or an officer and in performing any of the duties of a director or an officer shall(a)act honestly and in good faith with a view to the best interests of the Board; and(b)exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.Special knowledge or skill(2)A director or officer of the Board who in fact possesses, or by reason of profession or business ought to possess, a particular level of knowledge or skill relevant to the director’s or officer’s powers or duties shall employ that particular level of knowledge or skill in the exercise of those powers or the performance of those duties.Reliance on statements(3)A director or an officer of the Board is deemed to comply with subsections (1) and (2) if they rely in good faith on(a)financial statements of the Board represented by an officer of the Board, or represented in a written report of the Board’s auditor, to be a fair reflection of the financial condition of the Board; or(b)a report of an accountant, actuary, lawyer, notary or other person whose profession lends credibility to a statement made by the person.

Duties18.The audit committee shall(a)require the Board’s management to implement and maintain appropriate internal control procedures;(b)review, evaluate and approve those internal control procedures;(c)review and approve the Board’s annual financial statements and report to the board of directors before those statements are approved by the board of directors;(d)meet with the Board’s auditor to discuss the Board’s annual financial statements and the auditor’s report;(e)review all investments and transactions that could adversely affect the return on the Board’s investments that are brought to the committee’s attention by the Board’s auditor or officers; and(f)meet with the internal auditor of the Board, or with the person acting in any similar capacity, and with the Board’s management, to discuss the effectiveness of the internal control procedures.

Auditor’s right to attend meetings20.(1)The Board’s auditor is entitled to receive notice of and to attend meetings of the board of directors and meetings of the audit committee, at the Board’s expense, and to be heard at those meetings on matters relating to the auditor’s duties.Rights if no meeting(2)If the board of directors or the audit committee proposes to make a decision with respect to matters referred to in subsection (1) without holding a meeting, the auditor is entitled to notice of a proposed decision to be made by the board or the committee and the proposed decision shall not be made until the auditor has been given the opportunity to make submissions on the matter in writing, in accordance with the by-laws.Requiring auditor’s attendance(3)The Board’s auditor shall attend meetings of the audit committee, if requested to do so by a member of the audit committee — and shall attend meetings of the board of directors, if requested to do so by a director — at the Board’s expense.

Duties21.The investment committee shall(a)perform the duties that are assigned to it by the board of directors;(b)approve the engagement of investment managers empowered with discretionary authority to invest the assets of the Board;(c)meet with the officers and employees of the Board to discuss the effectiveness of the Board’s investment policies and the achievement of the Board’s objects;(d)require the Board’s management to implement and maintain appropriate procedures to(i)monitor the application of the Board’s investment policies, standards and procedures, and(ii)ensure that the Board’s agents and mandataries comply with this Act and the Board’s investment policies, standards and procedures; and(e)review, evaluate and approve the procedures referred to in paragraph (d).

Books and systems27.(1)The Board shall cause(a)books of account and records to be kept;(b)financial and management control and information systems and management practices to be maintained; and(c)a record of the investments held during the financial year to be kept, showing(i)the book value of each investment,(ii)the market value of each investment and the information that will permit the verification of that value, and(iii)the information that will permit the determination of whether the requirements of this Act and the investment policies, standards and procedures have been met.Manner in which books, etc., to be kept(2)The books, records, systems and practices required by subsection (1) shall be kept and maintained in the manner that will provide reasonable assurance that(a)the Board’s assets are safeguarded and controlled;(b)the Board’s transactions are in accordance with this Act and the by-laws; and(c)the Board’s financial, human and physical resources are managed economically and efficiently and that the Board’s operations are carried out effectively.Internal audit(3)The Board shall cause internal audits to be conducted to assess compliance with subsections (1) and (2).Annual financial statements(4)The Board shall cause financial statements to be prepared annually, including, with respect to the financial year to which it relates,(a)a balance sheet as at the end of the financial year;(b)a statement of income for the financial year;(c)a statement of change in net assets for the financial year; and(d)a statement of investment portfolio.Contents of statements(5)The annual financial statements shall show the information and particulars that in the opinion of the board of directors are necessary to present fairly, in accordance with generally accepted accounting principles, the Board’s financial position as at the end of the financial year to which the statements relate.Quarterly financial statements(6)During each financial year, the Board shall cause quarterly financial statements to be prepared for each three-month period of the year. The quarterly statements shall(a)show the same information for the most recent three-month period as is required to be shown in the Board’s annual financial statements, except that a balance sheet is not required; and(b)show the same information in respect of the part of the year up to the date of the statements in relation to the corresponding period in the preceding financial year.Approval by board of directors(7)The board of directors shall approve the Board’s annual financial statements and that approval shall be evidenced by the signature of at least one director of the Board.

Annual auditor’s report28.(1)The Board shall cause an annual auditor’s report to be prepared on(a)the annual financial statements referred to in subsection 27(4);(b)the record of investments referred to in paragraph 27(1)(c); and(c)any revised financial statement referred to in subsection 133(3) of the Financial Administration Act.Contents(2)The report shall be addressed to the Board and shall(a)include separate statements indicating whether, in the auditor’s opinion,(i)the financial statements are presented fairly in accordance with generally accepted accounting principles applied on a basis consistent with that of the preceding year,(ii)the Board’s transactions that have come to the auditor’s notice in the course of the auditor’s examination for the report were in accordance with this Act and the by-laws, and(iii)the record of investments referred to in paragraph 27(1)(c) fairly presents the information required by that paragraph; and(b)call attention to any other matter falling within the scope of the auditor’s examination for the report that, in the auditor’s opinion, should be brought to the attention of the Board.Examination(3)The auditor shall carry out the examination that the auditor considers necessary to prepare the report.Auditing standards(4)The auditor’s examination shall be carried out in accordance with generally accepted auditing standards.Reliance on internal audit(5)In conducting an audit under this Act, the auditor shall rely on any internal audit conducted under subsection 27(3), to the extent that the auditor considers that reliance to be practicable.

Special examination30.(1)The Minister shall cause a special examination to be carried out at least once every five years to determine if the systems and practices referred to in paragraph 27(1)(b) were, in the period under examination, maintained in a manner that provided reasonable assurance that they met the requirements of paragraphs 27(2)(a) and (c).Plan(2)Before beginning a special examination, the examiner shall survey the systems and practices of the Board and submit a plan to the audit committee for the examination, including a statement of the criteria to be applied in the examination.Resolution of disagreements(3)Disagreements, if any, between the examiner and the audit committee with respect to the plan may be resolved by the Minister.Reliance on internal audit(4)An examiner shall rely on any internal audit conducted under subsection 27(3), to the extent that the examiner considers that reliance to be practicable.

Report31.(1)An examiner shall, on completion of the special examination, submit a report on the examiner’s findings to the Minister.Contents(2)The report of an examiner shall include(a)a statement indicating whether, in the examiner’s opinion, with respect to the criteria established under subsection 30(2), there is reasonable assurance that there are no significant deficiencies in the systems and practices examined; and(b)a statement of the extent to which the examiner relied on internal audits.Tabling in Parliament(3)After receiving the report, the Minister shall cause it to be laid before each House of Parliament on any of the next 15 days during which that House is sitting.Copy to board and Auditor General(4)Within 10 days after the day on which the Minister receives the report, the Minister shall provide the board of directors and the Auditor General with a copy of the report.

Examiner32.(1)Subject to subsection (2), a special examination referred to in section 30 shall be carried out by the Board’s auditor.Examiner(2)If, in the opinion of the Governor in Council, a person other than the Board’s auditor should carry out a special examination, the Governor in Council may, after the Minister has consulted the board of directors, appoint an auditor who is qualified for the purpose to carry out the examination in lieu of the Board’s auditor and may, after the Minister has consulted the board of directors, remove that qualified auditor at any time.Applicable provisions(3)Subject to subsection (4), section 29 and sections 135 and 137 of the Financial Administration Act apply in respect of an examiner as though the references in those sections to an auditor were references to an examiner.Auditor General eligible(4)The Auditor General is eligible to be appointed as an examiner and section 135 of the Financial Administration Act does not apply to the Auditor General in respect of such an appointment.

Annual report required34.(1)The Board shall as soon as possible, but in any case within 90 days, after the end of each financial year provide the Minister and the President of the Treasury Board with an annual report on the operations of the Board in that year and the Board shall make the report available to the public.Tabling in Parliament(2)After receiving the annual report, the Minister shall cause it to be laid before each House of Parliament on any of the next 15 days during which that House is sitting.Reference to committee(3)The annual report laid before Parliament stands permanently referred to any parliamentary committee that may be designated or established to review matters relating to the activities of the Board.Contents(4)The annual report shall contain(a)the financial statements for the financial year prepared as required under section 27;(b)the annual auditor’s report referred to in section 28;(c)a certificate, signed by a director on behalf of the board of directors, stating that the investments of the Board held during the financial year were in accordance with this Act and the Board’s investment policies, standards and procedures;(d)a statement of the Board’s objectives for the financial year and a statement of the extent to which the Board met those objectives;(e)a statement of the Board’s objectives for the next financial year and for the foreseeable future;(f)a statement of the corporate governance practices of the Board;(g)a summary of the Board’s investment policies, standards and procedures established under paragraph 7(a) and a comparison of its investment policies with investments actually held by it;(h)a summary of the code of conduct established under paragraph 7(d);(i)a special examiner’s report submitted under section 31; and(j)any information that the Minister may require.