Financial Administration Act (R.S.C., 1985, c. F-11)

Act current to 2017-06-19 and last amended on 2017-06-19. Previous Versions

Remuneration

Marginal note:Remuneration
  •  (1) The rate of any remuneration paid to a director, chairperson or chief executive officer of a parent Crown corporation for his services in respect of that office and, in the case of a chairperson or chief executive officer, any other office of the corporation or an affiliate thereof shall be fixed by the Governor in Council.

  • Marginal note:Other benefits

    (2) Any benefits, other than remuneration, provided to a director, chairperson or chief executive officer of a parent Crown corporation for his services in respect of that office and, in the case of a chairperson or chief executive officer, any other office of the corporation or an affiliate thereof shall be fixed by the board of directors of the corporation in accordance with the regulations.

  • Marginal note:Wholly-owned subsidiary

    (2.1) The rate of any remuneration paid to a director, chairperson or chief executive officer of a wholly-owned subsidiary who is not also an officer-director of the parent Crown corporation for the director’s, chairperson’s or officer’s services in respect of that subsidiary shall be fixed by the board of directors of the parent Crown corporation.

  • Marginal note:Regulations

    (3) For the purposes of this section, the Governor in Council may make regulations

    • (a) defining the term remuneration; and

    • (b) respecting the provision and fixing of benefits, other than remuneration, to or for any director, chairperson or chief executive officer.

  • R.S., 1985, c. F-11, s. 108;
  • 1991, c. 24, s. 32;
  • 2005, c. 30, s. 133(E).

Management

Marginal note:Management

 Subject to this Part, the board of directors of a Crown corporation is responsible for the management of the businesses, activities and other affairs of the corporation.

  • 1984, c. 31, s. 11.
Marginal note:Resolution in lieu of meeting
  •  (1) A resolution in writing, signed by all the directors of a Crown corporation entitled to vote on that resolution at a meeting of the board of directors or a committee of directors of the corporation is as valid as if it had been passed at a meeting of the board of directors or a committee of directors, as the case may be.

  • Marginal note:Filing resolution

    (2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the board of directors or committee of directors, as the case may be.

  • 1984, c. 31, s. 11.
Marginal note:Dissent
  •  (1) A director of a Crown corporation who is present at a meeting of the board of directors or a committee of directors of the corporation is deemed to have consented to any resolution passed or action taken at that meeting unless the director

    • (a) requests that written notice of his dissent be or written notice of his dissent is entered in the minutes of the meeting;

    • (b) gives written notice of his dissent to the secretary of the meeting before the meeting is adjourned; or

    • (c) sends written notice of his dissent by registered mail or delivers it to the head office of the corporation immediately after the meeting is adjourned.

  • Marginal note:Loss of right of dissent

    (2) A director of a Crown corporation who votes for or consents to a resolution is not entitled to dissent in respect of that resolution pursuant to subsection (1).

  • 1984, c. 31, s. 11.
Marginal note:Dissent of absent director

 A director of a Crown corporation who was not present at a meeting of the board of directors or a committee of directors of the corporation at which a resolution was passed or action taken is deemed to have consented thereto unless within seven days after becoming aware of the resolution or action the director

  • (a) causes written notice of his dissent to be placed with the minutes of the meeting; or

  • (b) sends written notice of his dissent by registered mail or delivers it to the head office of the corporation.

  • 1984, c. 31, s. 11.
Marginal note:Participation by telephone, etc.

 A director of a Crown corporation may, subject to the by-laws of the corporation, participate in a meeting of the board of directors or a committee of directors of the corporation by means of such telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a director participating in such a meeting by such means is deemed for the purposes of this Part to be present at the meeting.

  • 1984, c. 31, s. 11.
Marginal note:Public meeting
  •  (1) The board of directors of a parent Crown corporation shall hold a public meeting within 18 months after the day on which the board holds its first meeting or, if it is later, the day on which this section comes into force and, subsequently, within 15 months after the day on which the last preceding public meeting was held.

  • Marginal note:By-laws

    (2) The meeting shall be held in Canada in the manner provided for in the by-laws or, if no manner is provided for, in the manner determined by the board of directors.

  • Marginal note:Notice of meeting

    (3) The corporation shall publish a notice of the meeting at least 30 days before the day on which the meeting is to be held. The notice shall indicate the location, if any, and the date and time of the meeting, the means of participating in the meeting and how copies of the corporation’s most recent annual report may be obtained.

  • Marginal note:Director and chief executive officer to attend

    (4) One or more directors of the corporation and its chief executive officer, whether or not he or she is a director of the corporation, shall participate in the meeting to answer questions from the public.

  • 2009, c. 2, s. 372.

By-laws

Marginal note:By-laws
  •  (1) The board of directors of a parent Crown corporation may, by resolution, make, amend or repeal any by-laws that regulate the business or affairs of the corporation, unless the charter or by-laws of the corporation otherwise provide.

  • Marginal note:Copy of by-law to appropriate Minister and President of the Treasury Board

    (2) The board of directors of a parent Crown corporation shall, after making, amending or repealing a by-law, send a copy of that by-law to the appropriate Minister and the President of the Treasury Board.

  • Marginal note:Amendment or repeal

    (3) The Governor in Council may direct the board of directors of a parent Crown corporation to make, amend or repeal a by-law within such period as is specified in the direction.

  • Marginal note:Regulations

    (4) The Governor in Council may make regulations

    • (a) prescribing the form or the content of by-laws of parent Crown corporations and the time at, before or within which copies of by-laws are to be sent to the appropriate Minister and the President of the Treasury Board; and

    • (b) exempting a specified parent Crown corporation or a parent Crown corporation of a specified class from the application of subsection (2), either generally or in respect of any specified by-law or any by-law of a specified class.

  • Marginal note:Restriction

    (5) No direction shall be given pursuant to subsection (3) to the Standards Council of Canada with respect to

    • (a) the manner in which voluntary standardization is promoted; or

    • (b) the provision of financial assistance to or for the benefit of a particular person or group of persons.

  • Marginal note:Provision not applicable

    (6) Section 103 of the Canada Business Corporations Act does not apply in respect of any parent Crown corporation established under that Act.

  • R.S., 1985, c. F-11, s. 114;
  • 1991, c. 24, s. 33;
  • 1994, c. 24, s. 34(F).

Duties

Marginal note:Duty of care of directors and officers
  •  (1) Every director and every officer of a Crown corporation in exercising his powers and performing his duties shall

    • (a) act honestly and in good faith with a view to the best interests of the corporation; and

    • (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

  • Marginal note:Duty to comply

    (2) Every director and every officer of a parent Crown corporation or of a wholly-owned subsidiary of a parent Crown corporation shall comply with this Part, the regulations, the charter and by-laws of the corporation or subsidiary and any directive given to the corporation.

  • Marginal note:Reliance on statements

    (3) A director or officer is not liable for a breach of his duty under subsection (1) or (2) if he relies in good faith on

    • (a) financial statements of the Crown corporation represented to him by an officer of the corporation or in a written report of the auditor of the corporation as fairly reflecting the financial condition of the corporation; or

    • (b) a report of a lawyer, accountant, engineer, appraiser or other person whose position or profession lends credibility to a statement made by him.

  • 1984, c. 31, s. 11.
 
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