38. (1) For the purposes of subsection 37(3) of the Act, a port authority and a wholly-owned subsidiary of a port authority shall each specify in its annual financial statements
(a) the name, title and total remuneration of every director and every chief executive officer who held office with it in that fiscal year; and
(b) the name, title and total remuneration of every officer and every employee of it who held office or was employed in that fiscal year if the remuneration exceeded the threshold prescribed in section 39.
(2) The port authority and the wholly-owned subsidiary shall each show in its annual financial statements a breakdown into the following amounts of remuneration in respect of each person referred to in subsection (1):
(a) salaries and fees;
(b) allowances; and
(c) other benefits.
(3) Information required by this section may be presented in any one of the categories of expenses that is appropriate or in a footnote or endnote to the statements.
39. (1) For the purposes of paragraph 37(3)(c) of the Act, the remuneration threshold applicable to officers and employees of a port authority or of a wholly-owned subsidiary of a port authority is $150,000. Beginning on January 1, 2000, the remuneration threshold is adjusted on January 1 of each year by the change in the consumer price index between the previous two years.
(2) The consumer price index for any year is the annual average all-items consumer price index for Canada (not seasonally adjusted) published by Statistics Canada in respect of that year.
Approval of Annual Financial Statements
40. (1) The board of directors of a port authority shall approve the annual financial statements referred to in paragraph 36(a) of the Act and the approval shall be evidenced by the signature of one or more directors.
(2) A port authority shall not issue, publish or circulate copies of the annual financial statements unless they are
(a) approved and signed in accordance with subsection (1); and
(b) accompanied by the report of the auditor of the port authority.
Qualification of Auditor
41. (1) Subject to subsection (5), an auditor of a port authority shall be independent of the port authority, any body corporate controlled by the port authority and their directors and officers.
(2) For the purposes of this section,
(a) independence is a question of fact; and
(b) a person is not independent if the person or the person’s business partner
(i) is a business partner, director, officer or employee of the port authority or a body corporate controlled by the port authority, or a business partner of a director, officer or employee of any of them,
(ii) has the beneficial ownership of, or directly or indirectly controls, a material interest in a borrowing of the port authority or a share or borrowing of a body corporate controlled by the port authority, or
(iii) has been a receiver, receiver-manager, liquidator or trustee in bankruptcy of the port authority or a body corporate controlled by the port authority within two years before the day on which the appointment as auditor would take effect.
(3) An auditor who becomes disqualified under this section shall, subject to subsection (5), resign without delay on becoming aware of the disqualification.
(4) An interested person may apply to a court for an order declaring an auditor to be disqualified under this section and the office of auditor to be vacant.
(5) An interested person may apply to a court for an order exempting an auditor from disqualification under this section and the court may, if it is satisfied that an exemption would not unfairly prejudice the port authority, make an exemption order on any terms that it thinks fit, which order may have retroactive effect.
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