Bank of Canada Act (R.S.C., 1985, c. B-2)

Act current to 2016-09-18 and last amended on 2014-12-16. Previous Versions

Marginal note:Directors
  •  (1) The Minister, with the approval of the Governor in Council, shall appoint directors to hold office, during good behaviour, subject to removal by the Governor in Council at any time for cause, to replace the directors whose terms of office have expired. The term of a director begins on the day he or she is appointed and ends immediately before March 1 of the year that is three years after the year in which the term of office of the director’s predecessor expired.

  • Marginal note:Continuation in office

    (1.1) If, on the expiry of a director’s term of office, no new director is appointed, the director whose term of office expired may continue in office until a director is appointed under subsection (1).

  • Marginal note:Vacancy

    (2) If a person ceases to be a director during the term for which he or she was appointed, the Minister shall, with the approval of the Governor in Council, appoint a qualified person to hold office for the remainder of the term.

  • Marginal note:Votes

    (3) In the transaction of the business of the Bank, each director has one vote.

  • Marginal note:Re-appointment

    (4) A director on the expiration of the director’s term of office is eligible for re-appointment.

  • R.S., 1985, c. B-2, s. 9;
  • 2001, c. 9, s. 189.
Marginal note:Selection of directors
  •  (1) The directors shall be selected from various occupations.

  • Marginal note:Ineligible persons

    (2) No person is eligible to be appointed or to continue as a director if the person is a director, a partner, an officer or an employee of any of the following institutions:

    • (a) a direct clearer as defined in the by-laws of the Canadian Payments Association;

    • (b) a clearing house of a clearing and settlement system designated under subsection 4(1) of the Payment Clearing and Settlement Act;

    • (c) a participant in the Large Value Transfer System, or its successor, operated by the Canadian Payments Association;

    • (d) an investment dealer that acts as a distributor of new Government of Canada securities; or

    • (e) an institution that controls, or is controlled by, an institution referred to in any of paragraphs (a) to (d).

  • Marginal note:Control

    (2.1) For the purpose of paragraph (2)(e),

    • (a) an institution controls a body corporate if securities of the body corporate to which are attached more than fifty per cent of the votes that may be cast to elect directors of the body corporate are beneficially owned by the institution and the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate;

    • (b) an institution controls a trust, fund or partnership (other than a limited partnership) or an unincorporated association or organization, if more than fifty per cent of the ownership interests, however designated, into which the trust, fund, partnership, association or organization is divided are beneficially owned by the institution and the institution is able to direct the business and affairs of the trust, fund, partnership, association or organization; and

    • (c) the general partner of a limited partnership controls the limited partnership.

  • Marginal note:Restriction on share ownership

    (3) Any person who beneficially owns a share in an institution referred to in any of paragraphs (2)(a) to (e) at the time of being appointed director of the Bank shall dispose of that beneficial ownership interest within three months after the appointment. A director of the Bank shall not otherwise beneficially own a share of an institution referred to in any of those paragraphs.

  • Marginal note:Restriction — membership shares of federal credit union

    (3.1) If a federal credit union is an institution referred to in any of paragraph (2)(a) to (e), any person who, at the time of being appointed director of the Bank, directly or indirectly holds any interest or right in more than the minimum number of membership shares of the federal credit union, within the meaning of section 2 of the Bank Act, that is required for membership shall, within three months after the appointment, dispose of all membership shares that exceed that minimum number.

  • Marginal note:Restriction — rights of members

    (3.2) If a federal credit union is an institution referred to in any of paragraph (2)(a) to (e), no director of the Bank who is a member of a federal credit union, within the meaning of section 2 of the Bank Act, shall exercise any right that the director has as a member of the federal credit union, except any right that the director has as a customer of the federal credit union.

  • Marginal note:Disqualifications

    (4) No person is eligible to be appointed or to continue as director who

    • (a) is not a Canadian citizen ordinarily resident in Canada; or

    • (b) is employed, on a full-time basis, in any capacity in the federal public administration or the public service of a province or holds any office or position, other than as a part-time member of any board or advisory body of an agency or department of the government of Canada or a province, for which any salary or other remuneration is payable out of public moneys, except that a director may perform temporary services for the government of Canada or a province for which that director may be reimbursed actual travel and living expenses.

    • (c) [Repealed, 2007, c. 6, s. 393]

  • (5) [Repealed, 2001, c. 9, s. 190]

  • R.S., 1985, c. B-2, s. 10;
  • 1992, c. 1, s. 142;
  • 1997, c. 15, s. 95;
  • 1999, c. 28, s. 94;
  • 2001, c. 9, s. 190;
  • 2003, c. 22, s. 94(E);
  • 2007, c. 6, s. 393;
  • 2010, c. 12, s. 2111;
  • 2014, c. 39, s. 374(F).
Marginal note:Disclosure of conflict
  •  (1) A director shall disclose to the Bank, in writing or by requesting to have it entered in the minutes of a meeting of the Board, the nature and extent of the director’s interest if the director

    • (a) is a party to a material contract or transaction, or proposed material contract or transaction, with the Bank;

    • (b) is a director or an officer of, or has a material interest in, any person who is a party to a material contract or transaction, or proposed material contract or transaction, with the Bank;

    • (c) is or is likely to be materially affected by any action taken or proposed to be taken by the Bank or the Governor under the Payment Clearing and Settlement Act; or

    • (d) is a director or an officer of, or has a material interest in, any person who is or is likely to be materially affected by any action taken or proposed to be taken by the Bank or the Governor under the Payment Clearing and Settlement Act.

  • Marginal note:Time of disclosure

    (2) The disclosure shall be made as soon as the director becomes aware of the contract, transaction or action.

  • Marginal note:Restriction on voting

    (3) A director who is required to make a disclosure shall not vote on any resolution to approve the contract, transaction or action, unless it relates to directors’ fees.

  • Marginal note:Continuing disclosure

    (4) For the purpose of this section, a general notice to the Board by a director, declaring that he or she is a director or officer of or has a material interest in a person, and that he or she is to be regarded as interested in a contract or transaction entered into with that person or an action that affects that person, is a sufficient declaration of interest in relation to a contract or transaction with that person or action that affects that person.

  • 2001, c. 9, s. 191.
Marginal note:Directors’ fees

 The directors are entitled to receive for attendance at directors’ meetings and Executive Committee meetings such fees as may be fixed by the by-laws of the Bank.

  • R.S., c. B-2, s. 11;
  • 1980-81-82-83, c. 40, s. 46.
Marginal note:Chair

 The Governor is Chair of the Board of Directors.

  • R.S., 1985, c. B-2, s. 12;
  • 2001, c. 9, s. 192(E).

Executive Committee

Marginal note:Constitution of Executive Committee
  •  (1) There shall be an Executive Committee of the Board consisting of the Governor, the Deputy Governor and not less than two or more than four directors selected by the Board.

  • Marginal note:Deputy Minister of Finance to be member of Executive Committee

    (2) In addition to the members of the Executive Committee as constituted by subsection (1), the person who is a member of the Board by virtue of subsection 5(2) is a member of the Executive Committee, but that person does not have the right to vote.

  • Marginal note:Powers of Executive Committee

    (3) The Executive Committee is competent to deal with any matter within the competence of the Board and shall keep minutes of its proceedings, which shall be submitted to the Board at its next meeting.

  • R.S., c. B-2, s. 13;
  • 1980-81-82-83, c. 40, s. 47.
 
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