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Bank Act (S.C. 1991, c. 46)

Full Document:  

Act current to 2019-08-15 and last amended on 2019-06-21. Previous Versions

PART XVBank Holding Companies (continued)

DIVISION 6Corporate Governance (continued)

Directors and Officers (continued)

Marginal note:Record of attendance

  •  (1) A bank holding company shall keep a record of the attendance at each meeting of directors and each committee meeting of directors.

  • Marginal note:Statement to shareholders

    (2) A bank holding company shall attach to the notice of each annual meeting it sends to its shareholders a statement showing, in respect of the financial year immediately preceding the meeting, the total number of directors’ meetings and directors’ committee meetings held during the financial year and the number of those meetings attended by each director.

  • 2001, c. 9, s. 183

Marginal note:Meeting required by Superintendent

  •  (1) Where in the opinion of the Superintendent it is necessary, the Superintendent may, by notice in writing, require a bank holding company to hold a meeting of directors of the bank holding company to consider the matters set out in the notice.

  • Marginal note:Attendance of Superintendent

    (2) The Superintendent may attend and be heard at a meeting referred to in subsection (1).

  • 2001, c. 9, s. 183
By-laws

Marginal note:By-laws

  •  (1) Unless this Part otherwise provides, the directors of a bank holding company may by resolution make, amend or repeal any by-law that regulates the business or affairs of the bank holding company.

  • Marginal note:Shareholder approval

    (2) The directors shall submit a by-law, or an amendment to or a repeal of a by-law, that is made under subsection (1) to the shareholders at the next meeting of shareholders, and the shareholders may, by resolution, confirm or amend the by-law, amendment or repeal.

  • Marginal note:Effective date of by-law

    (3) Unless this Part otherwise provides, a by-law, or an amendment to or a repeal of a by-law, is effective from the date of the resolution of the directors under subsection (1) until it is confirmed, confirmed as amended or rejected by the shareholders under subsection (2) or until it ceases to be effective under subsection (4) and, where the by-law is confirmed, or confirmed as amended, it continues in effect in the form in which it was so confirmed.

  • Marginal note:Effect where no shareholder approval

    (4) If a by-law, or an amendment to or a repeal of a by-law, is rejected by the shareholders, or is not submitted to the shareholders by the directors as required under subsection (2), the by-law, amendment or repeal ceases to be effective from the date of its rejection or the date of the next meeting of shareholders, as the case may be, and no subsequent resolution of the directors to make, amend or repeal a by-law having substantially the same purpose or effect is effective until it is confirmed, or confirmed as amended, by the shareholders.

  • 2001, c. 9, s. 183

Marginal note:Shareholder proposal of by-law

 A shareholder entitled to vote at an annual meeting of shareholders may, in accordance with sections 732 and 733, make a proposal to make, amend or repeal a by-law.

  • 2001, c. 9, s. 183

Marginal note:Deemed by-laws

  •  (1) Any matter that, immediately prior to the day a body corporate is continued as a bank holding company, was provided for in the incorporating instrument of the body corporate, and that, under this Part, would be provided for in the by-laws of a bank holding company, is deemed to be provided for in the by-laws of the bank holding company.

  • Marginal note:By-law prevails

    (2) Where a by-law of the bank holding company made in accordance with sections 778 and 779 amends or repeals any matter referred to in subsection (1), the by-law prevails.

  • 2001, c. 9, s. 183
Committees of the Board

Marginal note:Committees

 The directors of a bank holding company may appoint from their number, in addition to the committees referred to in subsection 747(2), such other committees as they deem necessary and, subject to section 785, delegate to those committees such powers of the directors, and assign to those committees such duties, as the directors consider appropriate.

  • 2001, c. 9, s. 183

Marginal note:Audit committee

  •  (1) The audit committee of a bank holding company shall consist of at least three directors.

  • Marginal note:Membership

    (2) None of the members of the audit committee may be officers or employees of the bank holding company or any of its subsidiaries.

  • Marginal note:Duties of audit committee

    (3) The audit committee of a bank holding company shall

    • (a) review the annual statement of the bank holding company before the annual statement is approved by the directors;

    • (b) review such returns of the bank holding company as the Superintendent may specify;

    • (c) require the management of the bank holding company to implement and maintain appropriate internal control procedures;

    • (d) review, evaluate and approve those procedures;

    • (e) review such investments and transactions that could adversely affect the well-being of the bank holding company as the auditor or any officer of the bank holding company may bring to the attention of the committee;

    • (f) meet with the auditor to discuss the annual statement and the returns and transactions referred to in this subsection; and

    • (g) meet with the chief internal auditor of the bank holding company, or the officer or employee of the bank holding company acting in a similar capacity, and with management of the bank holding company, to discuss the effectiveness of the internal control procedures established for the bank holding company.

  • Marginal note:Report

    (4) In the case of the annual statement and returns of a bank holding company that under this Part must be approved by the directors of the bank holding company, the audit committee of the bank holding company shall report thereon to the directors before the approval is given.

  • Marginal note:Required meeting of directors

    (5) The audit committee of a bank holding company may call a meeting of the directors of the bank holding company to consider any matter of concern to the committee.

  • 2001, c. 9, s. 183
Directors and Officers — Authority

Marginal note:Chief executive officer

 The directors of a bank holding company shall appoint from their number a chief executive officer who must be ordinarily resident in Canada and, subject to section 785, may delegate to that officer any of the powers of the directors.

  • 2001, c. 9, s. 183

Marginal note:Appointment of officers

  •  (1) The directors of a bank holding company may, subject to the by-laws, designate the offices of the bank holding company, appoint officers thereto, specify the duties of those officers and delegate to them powers, subject to section 785, to manage the business and affairs of the bank holding company.

  • Marginal note:Directors as officers

    (2) Subject to section 752, a director of a bank holding company may be appointed to any office of the bank holding company.

  • Marginal note:Two or more offices

    (3) Two or more offices of a bank holding company may be held by the same person.

  • 2001, c. 9, s. 183

Marginal note:Limits on power to delegate

 The directors of a bank holding company may not delegate any of the following powers, namely, the power to

  • (a) submit to the shareholders a question or matter requiring the approval of the shareholders;

  • (b) fill a vacancy among the directors, on a committee of directors or in the office of auditor or appoint additional directors;

  • (c) issue or cause to be issued securities, including an issue of shares of a series that is authorized in accordance with section 706, except in accordance with any authorization made by the directors;

  • (d) declare a dividend;

  • (e) authorize the redemption or other acquisition by the bank holding company pursuant to section 715 of shares issued by the bank holding company;

  • (f) authorize the payment of a commission on a share issue;

  • (g) approve a management proxy circular;

  • (h) except as provided in this Part, approve the annual statement of the bank holding company and any other financial statements issued by the bank holding company; or

  • (i) adopt, amend or repeal by-laws.

  • 2001, c. 9, s. 183
  • 2005, c. 54, s. 109
 
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