Marginal note:Duty of care of directors and officers

• 35. (1) Every director and officer of a corporation shall, in exercising powers and discharging duties,

  • (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 officer of a corporation shall comply with this Act, any regulations made under subsection 31(1) and the letters patent and by-laws of the corporation.

• Marginal note:No exculpation

  (3) No provision in a contract or resolution relieves a director or officer from the duty to comply with subsection (2) or from liability for non-compliance.

Marginal note:Power to make by-laws

36. Unless the letters patent or any regulations made under subsection 31(1) provide otherwise, the directors of a corporation may make, amend or repeal by-laws that regulate the affairs of the corporation.

Marginal note:Financial Administration Act

37. For the purposes of section 90 of the Financial Administration Act, Her Majesty in right of Canada, or a parent Crown corporation within the meaning of section 83 of that Act, is authorized to acquire, hold, dispose of and otherwise deal with shares of a corporation that owns or operates an international bridge or tunnel.

Marginal note:False statements or information

• 38. (1) No person shall knowingly, in connection with any matter under this Act, make any false or misleading statement, orally or in writing, or provide false or misleading information to the Minister, any person acting on behalf of the Minister or a person designated by the Minister under subsection 39(1).

• Marginal note:Obstruction

  (2) No person shall knowingly obstruct or hinder a person referred to in subsection (1) who is engaged in carrying out functions under this Act.

Marginal note:Powers

• 39. (1) Subject to subsection (6), the Minister or a person designated by the Minister may, for the purpose of ensuring compliance with this Act and any regulation, order or directive made under this Act,

  • (a) enter and inspect any place at any reasonable time;

  • (b) remove any document or other thing from any place referred to in paragraph (a) for examination or, in the case of a document, copying; and

  • (c) seize anything found in any place referred to in paragraph (a) that the Minister or a person designated by the Minister believes on reasonable grounds will afford evidence with respect to an offence under this Act.

• Marginal note:Certification of designated persons

  (2) Every person designated by the Minister shall receive an authorization in the form that may be established by the Minister attesting to the person’s designation. On entering any place, the person shall, if requested, produce the authorization to the person in charge of the place.

• Marginal note:Computers

  (3) In conducting an inspection, the Minister or a person designated by the Minister may

  • (a) use or cause to be used any computer system or data processing system at the place to examine any data contained in, or available to, the system;

  • (b) reproduce any record, or cause it to be reproduced from the data, in the form of a printout or other intelligible output, and remove the printout or other output for examination or copying; and

  • (c) use or cause to be used any copying equipment at the place to make copies of any books, records, electronic data or other documents.

• Marginal note:Search warrants

  (4) Sections 487 to 492 of the Criminal Code apply in respect of any offence committed or suspected to have been committed under this Act.

• Marginal note:Regulations

  (5) The Governor in Council may, on the recommendation of the Minister, make regulations respecting

  • (a) the protection and preservation of any evidence that has been seized without a warrant under paragraph (1)(c); and

  • (b) the return of the evidence to the person from whom it was seized or to any other person entitled to its possession.

• Marginal note:Dwelling-house

  (6) If any place referred to in paragraph (1)(a) is a dwelling-house, the Minister or a person designated by the Minister may not enter that dwelling-house without the consent of the occupant except under the authority of a warrant issued under subsection (7).

• Marginal note:Authority to issue warrant

  (7) On ex parte application, a justice of the peace may issue a warrant authorizing the Minister or a person designated by the Minister to enter a dwelling-house, subject to any conditions that may be specified in the warrant, if the justice is satisfied by information on oath that

  • (a) entry to a dwelling-house is necessary for the purpose of performing any function of the Minister pursuant to this Act; and

  • (b) entry to the dwelling-house has been refused or that there are reasonable grounds for believing that entry will be refused.

• Marginal note:Use of force

  (8) In executing the warrant, the Minister or a person designated by the Minister shall not use force unless they are accompanied by a peace officer and the use of force has been specifically authorized in the warrant.