Bank Act (S.C. 1991, c. 46)

Marginal note:Audit committee

• 194. (1) The audit committee of a bank shall consist of at least three directors.

• Marginal note:Membership

  (2) A majority of the members of the audit committee must consist of directors who are not persons affiliated with the bank and none of the members of the audit committee may be officers or employees of the bank or a subsidiary of the bank.

• Marginal note:Duties of audit committee

  (3) The audit committee of a bank shall

  • (a) review the annual statement of the bank before the annual statement is approved by the directors;

  • (b) review such returns of the bank as the Superintendent may specify;

  • (c) require the management of the bank to implement and maintain appropriate internal control procedures;

  • (c.1) review, evaluate and approve those procedures;

  • (d) review such investments and transactions that could adversely affect the well-being of the bank as the auditor or auditors or any officer of the bank may bring to the attention of the committee;

  • (e) meet with the auditor or auditors to discuss the annual statement and the returns and transactions referred to in this subsection; and

  • (f) meet with the chief internal auditor of the bank, or the officer or employee of the bank acting in a similar capacity, and with management of the bank, to discuss the effectiveness of the internal control procedures established for the bank.

• Marginal note:Report

  (4) In the case of the annual statement and returns of a bank that under this Act must be approved by the directors of the bank, the audit committee of the bank shall report thereon to the directors before the approval is given.

• Marginal note:Required meeting of directors

  (5) The audit committee of a bank may call a meeting of the directors of the bank to consider any matter of concern to the committee.

• Marginal note:Transitional

  (6) Subsection (2), in so far as it relates to the affiliation of directors with the bank, does not apply in respect of a bank that was in existence immediately prior to the day that subsection comes into force until the day that is three years after the day that subsection comes into force.

Marginal note:Conduct review committee

• 195. (1) The conduct review committee of a bank shall consist of at least three directors.

• Marginal note:Membership

  (2) A majority of the members of the conduct review committee of a bank must consist of directors who are not persons affiliated with the bank and none of the members of the conduct review committee may be officers or employees of the bank or a subsidiary of the bank.

• Marginal note:Duties of conduct review committee

  (3) The conduct review committee of a bank shall

  • (a) require the management of the bank to establish procedures for complying with Part XI;

  • (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

  • (c) review the practices of the bank to ensure that any transactions with related parties of the bank that may have a material effect on the stability or solvency of the bank are identified.

• Marginal note:Bank report to Superintendent

  (4) A bank shall report to the Superintendent on the mandate and responsibilities of the conduct review committee and the procedures referred to in paragraph (3)(a).

• Marginal note:Committee report to directors

  (5) After each meeting of the conduct review committee of the bank, the committee shall report to the directors of the bank on matters reviewed by the committee.

• Marginal note:Directors’ report to Superintendent

  (6) Within ninety days after the end of each financial year, the directors of a bank shall report to the Superintendent on what the conduct review committee did during the year in carrying out its responsibilities under subsection (3).

• (7) [Repealed, 1997, c. 15, s. 23]