Financial Consumer Agency of Canada Act (S.C. 2001, c. 9)
Full Document:
Assented to 2001-06-14
36. The Act is amended by adding the following after section 2.1:
Marginal note:Major shareholder
2.2 For the purposes of this Act, a person is a major shareholder of a body corporate if
(a) the aggregate of the shares of any class of voting shares of the body corporate that are beneficially owned by the person and that are beneficially owned by any entities controlled by the person is more than 20 per cent of the outstanding shares of that class of voting shares of the body corporate; or
(b) the aggregate of the shares of any class of non-voting shares of the body corporate that are beneficially owned by the person and that are beneficially owned by any entities controlled by the person is more than 30 per cent of the outstanding shares of that class of non-voting shares of the body corporate.
Marginal note:Widely held
2.3 For the purposes of this Act, an entity is widely held if it is
(a) a body corporate that has no major shareholder;
(b) an insurance company incorporated or formed under a mutual plan;
(c) an association to which the Cooperative Credit Associations Act applies; or
(d) a cooperative credit society incorporated or formed, and regulated, by or under an Act of the legislature of a province.
37. (1) Paragraph 3(1)(d) of the French version of the Act is replaced by the following:
d) dans tous les cas, la personne dont l’influence directe ou indirecte auprès de l’entité est telle que son exercice aurait pour résultat le contrôle de fait de celle-ci.
(2) The portion of subsection 3(3) of the Act before paragraph (a) is replaced by the following:
Marginal note:Deemed control
(3) A person is deemed to control, within the meaning of paragraph (1)(a) or (b), an entity if the aggregate of
(3) Section 3 of the Act is amended by adding the following after subsection (3):
Marginal note:Guidelines
(4) The Minister may, for any purpose of any provision of this Act that refers to control within the meaning of paragraph (1)(d), make guidelines respecting what constitutes such control, including guidelines describing the policy objectives that the guidelines and the relevant provisions of the Act are intended to achieve and, if any such guidelines are made, the reference to paragraph (1)(d) in that provision shall be interpreted in accordance with the guidelines.
38. Sections 4 and 5 of the Act are replaced by the following:
Marginal note:Holding body corporate
4. A body corporate is the holding body corporate of any entity that is its subsidiary.
Marginal note:Subsidiary
5. An entity is a subsidiary of another entity if it is controlled by the other entity.
39. Subsection 6(2) of the Act is replaced by the following:
Marginal note:Affiliated entities
(2) Despite subsection (1), for the purposes of subsections 265(1) and 283(1), one entity is affiliated with another entity if one of them is controlled, determined without regard to paragraph 3(1)(d), by the other or both are controlled, determined without regard to paragraph 3(1)(d), by the same person.
40. Section 8 of the Act is replaced by the following:
Marginal note:Significant interest
8. (1) A person has a significant interest in a class of shares of a bank or a bank holding company if the aggregate of
(a) any shares of that class beneficially owned by the person, and
(b) any shares of that class beneficially owned by entities controlled by the person
exceeds 10 per cent of all of the outstanding shares of that class of shares of the bank or bank holding company.
Marginal note:Increasing significant interest
(2) A person who has a significant interest in a class of shares of a bank or bank holding company increases that significant interest in the class of shares if the person or any entity controlled by the person
(a) acquires beneficial ownership of additional shares of that class, or
(b) acquires control of any entity that beneficially owns shares of that class,
in such number as to increase the percentage of shares of that class that are beneficially owned by the person and by any entities controlled by the person.
41. Subsections 9(1) and (2) of the Act are replaced by the following:
Marginal note:Acting in concert
9. (1) For the purposes of Part VII and Division 7 of Part XV, if two or more persons have agreed, under any agreement, commitment or understanding, whether formal or informal, verbal or written, to act jointly or in concert in respect of
(a) shares of a bank or of a bank holding company that they beneficially own,
(b) shares or ownership interests that they beneficially own of any entity that beneficially owns shares of a bank or of a bank holding company, or
(c) shares or ownership interests that they beneficially own of any entity that controls any entity that beneficially owns shares of a bank or bank holding company,
those persons are deemed to be a single person who is acquiring beneficial ownership of the aggregate number of shares of the bank or bank holding company or shares or ownership interests of the entity that are beneficially owned by them.
Marginal note:Acting in concert
(2) Without limiting the generality of subsection (1), any agreement, commitment or understanding by or between two or more persons who beneficially own shares of a bank or bank holding company or shares or ownership interests of any entity referred to in paragraph (1)(b) or (c),
(a) whereby any of them or their nominees may veto any proposal put before the board of directors of the bank or bank holding company, or
(b) under which no proposal put before the board of directors of the bank or bank holding company may be approved except with the consent of any of them or their nominees,
is deemed to be an agreement, commitment or understanding referred to in subsection (1).
42. Subsections 11(2) and (3) of the Act are replaced by the following:
Marginal note:Exemption
(2) On application by a bank or bank holding company, the Superintendent may determine that a security of the bank or bank holding company is not or was not part of a distribution to the public if the Superintendent is satisfied that the determination would not prejudice any security holder of the bank or bank holding company.
Marginal note:Securities deemed part of distribution
(3) For the purposes of this Act, securities of a bank or bank holding company issued on the conversion of other securities or issued in exchange for other securities are deemed to be securities that are part of a distribution to the public if those other securities were part of a distribution to the public.
42.1 Subsection 12(1) of the Act is replaced by the following:
Marginal note:Exemption from foreign bank status
12. (1) The Minister may, by order, and subject to such terms and conditions as the Minister considers appropriate, exempt for the purposes of any provision of this Act any entity from being a foreign bank that, but for that order, would be a foreign bank.
Marginal note:1999, c. 28, s. 4
43. Sections 13 and 14 of the Act are replaced by the following:
Marginal note:Application of Act
13. This Act is the charter of and applies to each bank.
Marginal note:Schedule I and Schedule II banks
14. (1) Subject to this Act,
(a) there shall be set out in Schedule I
(i) the name of every bank named in Schedules I and II as those Schedules read immediately before the day section 184 of the Financial Consumer Agency of Canada Act comes into force that was not a subsidiary of a foreign bank,
(ii) the name of every bank incorporated or formed under this Act that is not a subsidiary of a foreign bank, and
(iii) the place in Canada where the head office of the bank is situated; and
(b) there shall be set out in Schedule II
(i) the name of every bank named in Schedule II as that Schedule read immediately before the day section 184 of the Financial Consumer Agency of Canada Act comes into force that was a subsidiary of a foreign bank,
(ii) the name of every bank incorporated or formed under this Act that is a subsidiary of a foreign bank, and
(iii) the place in Canada where the head office of the bank is situated.
Marginal note:Amending the schedules
(2) Where
(a) a bank is incorporated,
(b) a body corporate is continued as a bank,
(c) one or more bodies corporate are amalgamated as a bank,
(d) the name of a bank is changed,
(e) the head office of a bank is changed,
(f) a bank becomes, or ceases to be, a subsidiary of a foreign bank, or
(g) a bank is dissolved,
Schedules I and II shall be amended accordingly.
Marginal note:Notice of amendments
(3) If in any year either Schedule I or II is amended, the Superintendent shall, within sixty days after the end of the year, cause a notice to be published in the Canada Gazette showing Schedule I or II in its complete amended form as at the end of the year.
43.1 The Act is amended by adding the following after section 14.1:
Marginal note:Exemption of foreign banks
14.2 The Governor in Council may make regulations exempting any class of foreign banks from the application of any provision of this Act.
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