Bank Act (S.C. 1991, c. 46)

Act current to 2015-07-09 and last amended on 2015-06-23. Previous Versions

Directors and Officers — Authority

Marginal note:Chief executive officer

 The directors of a bank holding company shall appoint from their number a chief executive officer who must be ordinarily resident in Canada and, subject to section 785, may delegate to that officer any of the powers of the directors.

  • 2001, c. 9, s. 183.
Marginal note:Appointment of officers
  •  (1) The directors of a bank holding company may, subject to the by-laws, designate the offices of the bank holding company, appoint officers thereto, specify the duties of those officers and delegate to them powers, subject to section 785, to manage the business and affairs of the bank holding company.

  • Marginal note:Directors as officers

    (2) Subject to section 752, a director of a bank holding company may be appointed to any office of the bank holding company.

  • Marginal note:Two or more offices

    (3) Two or more offices of a bank holding company may be held by the same person.

  • 2001, c. 9, s. 183.
Marginal note:Limits on power to delegate

 The directors of a bank holding company may not delegate any of the following powers, namely, the power to

  • (a) submit to the shareholders a question or matter requiring the approval of the shareholders;

  • (b) fill a vacancy among the directors, on a committee of directors or in the office of auditor or appoint additional directors;

  • (c) issue or cause to be issued securities, including an issue of shares of a series that is authorized in accordance with section 706, except in accordance with any authorization made by the directors;

  • (d) declare a dividend;

  • (e) authorize the redemption or other acquisition by the bank holding company pursuant to section 715 of shares issued by the bank holding company;

  • (f) authorize the payment of a commission on a share issue;

  • (g) approve a management proxy circular;

  • (h) except as provided in this Part, approve the annual statement of the bank holding company and any other financial statements issued by the bank holding company; or

  • (i) adopt, amend or repeal by-laws.

  • 2001, c. 9, s. 183;
  • 2005, c. 54, s. 109.
Marginal note:Remuneration of directors, officers and employees
  •  (1) Subject to this section and the by-laws, the directors of a bank holding company may fix the remuneration of the directors, officers and employees of the bank holding company.

  • Marginal note:By-law required

    (2) No remuneration shall be paid to a director as director until a by-law fixing the aggregate of all amounts that may be paid to all directors in respect of directors’ remuneration during a fixed period of time has been confirmed by special resolution.

  • 2001, c. 9, s. 183.