Bank Act (S.C. 1991, c. 46)

Marginal note:Saving

946 A loan or investment referred to in section 945 is deemed not to be prohibited by the provisions of this Division.

Meaning of non-bank entity

• 947 (1) Subject to subsection (2), for the purpose of section 948 non-bank entity means a Canadian entity, other than a bank, that is controlled by a bank holding company or in which a bank holding company has a substantial investment.

• Marginal note:Exception

  (2) A Canadian entity is not a non-bank entity by reason only that a subsidiary of a bank holding company that is a bank controls, or has a substantial investment in, the Canadian entity.

Marginal note:Prohibited activities

• 948 (1) A non-bank entity shall not, in Canada,

  • (a) engage in the business of accepting deposit liabilities; or

  • (b) represent to the public that any instrument issued by the non-bank entity is a deposit or that any liability incurred by the non-bank entity is a deposit.

• Marginal note:Disclosure of status

  (2) A non-bank entity that carries on as part of its business the provision of financial services shall not borrow money in Canada from the public without disclosing that

  • (a) the non-bank entity is not a member institution of the Canada Deposit Insurance Corporation;

  • (b) the liability incurred by the non-bank entity through the borrowing is not a deposit; and

  • (c) the non-bank entity is not regulated as a financial institution in Canada.

• Marginal note:Manner of disclosure

  (3) The disclosure shall be

  • (a) in a prospectus, information circular or other offering document related to the borrowing or in a similar document related to the borrowing or, if there is no such document, in a statement delivered to the lender; or

  • (b) in any other manner that may be prescribed.

• Marginal note:Exception for certain borrowings

  (4) Subsection (2) does not apply

  • (a) to a borrowing of a prescribed class or type or to a borrowing in prescribed circumstances or in a prescribed manner; or

  • (b) except as may be provided in any regulations, to a borrowing

    • (i) from a person in an amount of $150,000 or more, or

    • (ii) through the issue of instruments in denominations of $150,000 or more.

• Marginal note:Exception

  (5) Subsections (1) and (2) do not apply if the non-bank entity is

  • (a) a trust or loan corporation incorporated under an Act of Parliament or of the legislature of a province;

  • (b) an entity referred to in paragraph 930(1)(d) or (h); or

  • (c) a prescribed entity.

• Marginal note:Exception

  (6) Subsection (2) does not apply if the non-bank entity is

  • (a) an insurance company incorporated under an Act of Parliament or of the legislature of a province;

  • (b) a bank holding company or an insurance holding company;

  • (c) an entity that is controlled by an insurance holding company or in which an insurance holding company has a substantial investment;

  • (d) a financial institution that is described in paragraph (g) of the definition financial institution in section 2; or

  • (e) a prescribed entity.

DIVISION 10Adequacy of Capital and Liquidity

Marginal note:Adequacy of capital and liquidity

• 949 (1) A bank holding company shall, in relation to its business, maintain

  • (a) adequate capital, and

  • (b) adequate and appropriate forms of liquidity,

  and shall comply with any regulations in relation thereto.

• Marginal note:Regulations and guidelines

  (2) The Governor in Council may make regulations and the Superintendent may make guidelines respecting the maintenance by bank holding companies of adequate capital and adequate and appropriate forms of liquidity.

• Marginal note:Directives

  (3) Notwithstanding that a bank holding company is complying with regulations or guidelines made under subsection (2), the Superintendent may, by order, direct the bank holding company

  • (a) to increase its capital; or

  • (b) to provide additional liquidity in such forms and amounts as the Superintendent may require.

• Marginal note:Compliance

  (4) A bank holding company shall comply with an order made under subsection (3) within such time as the Superintendent specifies therein.

DIVISION 11Regulation of Bank Holding Companies

Supervision

Returns

Marginal note:Required information

950 A bank holding company shall provide the Superintendent with such information, at such times and in such form as the Superintendent may require.

Marginal note:Names of directors and auditor

• 951 (1) A bank holding company shall, within thirty days after each annual meeting of the bank holding company, provide the Superintendent with a return showing

  • (a) the name, residence and citizenship of each director holding office immediately following the meeting;

  • (b) the mailing address of each director holding office immediately following the meeting;

  • (c) the bodies corporate of which each director referred to in paragraph (a) is an officer or director and the firms of which each director is a member;

  • (d) the names of the directors referred to in paragraph (a) who are officers or employees of the bank holding company or any affiliate of the bank holding company, and the positions they occupy;

  • (e) the name of each committee of the bank holding company on which each director referred to in paragraph (a) serves;

  • (f) the date of expiration of the term of each director referred to in paragraph (a); and

  • (g) the name, address and date of appointment of the auditor of the bank holding company.

• Marginal note:Changes

  (2) Where

  • (a) any information relating to a director or an auditor of a bank holding company shown in the latest return made to the Superintendent under subsection (1), other than information referred to in paragraph (1)(c), becomes inaccurate or incomplete,

  • (b) a vacancy in the office of auditor of the bank holding company occurs or is filled by another person, or

  • (c) a vacancy on the board of directors of the bank holding company occurs or is filled,

  the bank holding company shall forthwith provide the Superintendent with such information as is required to maintain the return in a complete and accurate form.

Marginal note:Copy of by-laws

952 A bank holding company shall send to the Superintendent within thirty days after the coming into effect of a by-law or an amendment to a by-law, a copy of the by-law or amendment.

Marginal note:Register of bank holding companies

• 953 (1) The Superintendent shall, in respect of each bank holding company, cause a register to be maintained containing a copy of

  • (a) the incorporating instrument of the bank holding company; and

  • (b) the information referred to in paragraphs 951(1)(a) and (c) to (g) contained in the latest return sent to the Superintendent pursuant to section 951.

• Marginal note:Form

  (2) The register may be maintained in

  • (a) a bound or loose-leaf form or in a photographic film form; or

  • (b) a system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time.

• Marginal note:Access

  (3) Persons are entitled to reasonable access to the register and may make copies of or take extracts from the information in it.

• Marginal note:Evidence

  (4) A statement containing information in the register and purporting to be certified by the Superintendent is admissible in evidence in all courts as proof, in the absence of evidence to the contrary, of the facts stated in the statement without proof of the appointment or signature of the Superintendent.

Marginal note:Production of information and documents

• 954 (1) The Superintendent may, by order, direct a person who controls a bank holding company or any entity that is affiliated with a bank holding company to provide the Superintendent with the information or documents that are specified in the order if the Superintendent believes that the production of the information or documents is necessary in order to

  • (a) determine whether the bank holding company is complying with the provisions of this Act;

  • (b) ascertain the financial condition of the bank holding company; or

  • (c) determine whether the bank holding company has adequate policies and procedures to protect itself against threats to its integrity or security.

• Marginal note:Time

  (2) Any person to whom a direction has been issued under subsection (1) shall provide the information or documents specified in the order within the time specified in the order and, where the order does not specify a time, the person shall provide the information or documents within a reasonable time.

• Marginal note:Exemption

  (3) Subsection (1) does not apply in respect of an entity that controls a bank holding company or is affiliated with a bank holding company where that entity is a financial institution regulated

  • (a) by or under an Act of Parliament; or

  • (b) by or under an Act of the legislature of a province where the Superintendent has entered into an agreement with the appropriate official or public body responsible for the supervision of financial institutions in that province concerning the sharing of information on such financial institutions.

Marginal note:Confidential information

• 955 (1) All information regarding the business or affairs of a bank holding company, or regarding a person dealing with a bank holding company, that is obtained by the Superintendent, or by any person acting under the direction of the Superintendent, as a result of the administration or enforcement of any Act of Parliament, and all information prepared from that information, is confidential and shall be treated accordingly.

• Marginal note:Disclosure permitted

  (2) Nothing in subsection (1) prevents the Superintendent from disclosing any information

  • (a) to any government agency or body that regulates or supervises financial institutions, for purposes related to that regulation or supervision,

  • (b) to any other agency or body that regulates or supervises financial institutions, for purposes related to that regulation or supervision,

  • (c) to the Canada Deposit Insurance Corporation or any compensation association designated by order of the Minister pursuant to subsection 449(1) of the Insurance Companies Act, for purposes related to its operation, and

  • (d) to the Deputy Minister of Finance or any officer of the Department of Finance authorized in writing by the Deputy Minister of Finance or to the Governor of the Bank of Canada or any officer of the Bank of Canada authorized in writing by the Governor of the Bank of Canada, for the purposes of policy analysis related to the regulation of financial institutions,

  if the Superintendent is satisfied that the information will be treated as confidential by the agency, body or person to whom it is disclosed.