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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 VICorporate Governance (continued)

Financial Statements and Auditors

Annual Financial Statement

Marginal note:Financial year

  •  (1) The financial year of a bank ends, at the election of the bank in its by-laws, on the expiration of the thirty-first day of October or the thirty-first day of December in each year.

  • Marginal note:First financial year

    (2) If a bank, after the first day of July in any year, obtains an order approving the commencement and carrying on of business, the first financial year of the bank ends, at the election of the bank in its by-laws, on the expiration of the thirty-first day of October or the thirty-first day of December in the next calendar year.

  • Marginal note:Exception

    (3) Despite subsection (1), the financial year of a bank named in Schedule I as that Schedule read immediately before the day section 184 of the Financial Consumer Agency of Canada Act comes into force ends on the expiration of the thirty-first day of October in each year unless the bank elects in its by-laws to have its financial year end on the thirty-first day of December in each year.

  • 1991, c. 46, s. 307
  • 2001, c. 9, s. 91

Marginal note:Annual financial statement

  •  (1) The directors of a bank must place before the shareholders or members, as the case may be, at every annual meeting

    • (a) a comparative annual financial statement (in this Act referred to as an “annual statement”) relating separately to

      • (i) the financial year immediately preceding the meeting, and

      • (ii) the financial year, if any, immediately preceding the financial year referred to in subparagraph (i);

    • (b) the report of the auditor or auditors of the bank; and

    • (c) any further information respecting the financial position of the bank and the results of its operations required by the by-laws of the bank to be placed before the shareholders or members at the annual meeting.

  • Marginal note:Annual statement — contents

    (2) With respect to each of the financial years to which it relates, the annual statement of a bank must contain the prescribed statements and any information that is in the opinion of the directors necessary to present fairly, in accord­ance with the accounting principles referred to in subsection (4), the financial position of the bank as at the end of the financial year to which it relates and the results of the operations and changes in the financial position of the bank for that financial year.

  • Marginal note:Additional information

    (3) A bank shall include with its annual statement

    • (a) a list of the subsidiaries of the bank, other than subsidiaries that are not required to be listed by the regulations and subsidiaries acquired pursuant to section 472 or pursuant to a realization of security in accordance with section 473 and which the bank would not otherwise be permitted to hold, showing, with respect to each subsidiary,

      • (i) its name and the address of its head or principal office,

      • (ii) the book value of the aggregate of any shares of the subsidiary beneficially owned by the bank and by other subsidiaries of the bank, and

      • (iii) the percentage of the voting rights attached to all the outstanding voting shares of the subsidiary that is carried by the aggregate of any voting shares of the subsidiary beneficially owned by the bank and by other subsidiaries of the bank;

    • (a.1) in the case of a federal credit union, a statement that sets out

      • (i) the number of its members at the end of the financial year,

      • (ii) the percentage of financial services that during the financial year were transacted with members on the basis of the gross revenue of the federal credit union for the financial year,

      • (iii) the percentage of its members who are natural persons at the end of the financial year, and

      • (iv) whether the federal credit union was organized and carrying on business on a cooperative basis at the end of the financial year in accordance with section 12.1; and

    • (b) such other information as the Governor in Council may, by order, require in such form as may be prescribed.

  • Marginal note:Accounting principles

    (4) The financial statements referred to in subsection (1), paragraph (3)(b) and subsection 310(1) shall, except as otherwise specified by the Superintendent, be prepared in accordance with generally accepted accounting principles, the primary source of which is the Handbook of the Chartered Professional Accountants of Canada. A reference in any provision of this Act to the accounting principles referred to in this subsection shall be construed as a reference to those generally accepted accounting principles with any specifications so made.

  • Marginal note:Regulations

    (5) The Governor in Council may make regulations respecting subsidiaries that are not required to be listed for the purposes of paragraph (3)(a).

  • 1991, c. 46, s. 308
  • 1997, c. 15, s. 33
  • 2001, c. 9, s. 92
  • 2005, c. 54, s. 69
  • 2010, c. 12, s. 2018
  • 2017, c. 26, s. 62

Marginal note:Annual statement — approval

  •  (1) The directors of a bank shall approve the annual statement and their approval shall be evidenced by the signature or a printed or otherwise mechanically reproduced facsimile of the signature of

    • (a) the chief executive officer or, in the event of that officer’s absence or inability to act, any other officer of the bank authorized by the directors to sign in the stead of the chief executive officer; and

    • (b) one director, if the signature required by paragraph (a) is that of a director, or two directors if the signature required by that paragraph is that of an officer who is not a director.

  • Marginal note:Condition precedent to publication

    (2) A bank shall not publish copies of an annual statement unless it is approved and signed in accordance with subsection (1).

  • 1991, c. 46, s. 309
  • 2005, c. 54, s. 70

Marginal note:Statements — subsidiaries

  •  (1) A bank shall keep at its head office a copy of the current financial statements of each subsidiary of the bank.

  • Marginal note:Examination

    (2) Subject to this section, the shareholders and members of a bank and their personal representatives may, on request, examine the statements referred to in subsection (1) during the usual business hours of the bank and may take extracts from those statements free of charge.

  • Marginal note:Barring examination

    (3) A bank may refuse to permit an examination under subsection (2) by any person.

  • Marginal note:Application for order

    (4) Within fifteen days after a refusal under subsection (3), the bank shall apply to a court for an order barring the right of the person concerned to make an examination under subsection (2) and the court shall either order the bank to permit the examination or, if it is satisfied that the examination would be detrimental to the bank or to any other body corporate the financial statements of which would be subject to examination, bar the right and make any further order it thinks fit.

  • Marginal note:Notice to Superintendent

    (5) A bank shall give the Superintendent and the person seeking to examine the statements referred to in subsection (1) notice of an application to a court under subsection (4), and the Superintendent and the person may appear and be heard in person or by counsel at the hearing of the application.

  • 1991, c. 46, s. 310
  • 2010, c. 12, s. 2019

Marginal note:Distribution of annual statement

  •  (1) A bank must, not later than 21 days before the date of each annual meeting or before the signing of a resolution under paragraph 152(1)(b) in lieu of the annual meeting, send to each shareholder or, in the case of a federal credit union, to each member and shareholder, if any, a copy of the documents referred to in subsections 308(1) and (3), unless that time period is waived by the shareholder or member, as the case may be.

  • Marginal note:Exception

    (2) A bank is not required to comply with subsection (1) with respect to a person who has informed the bank, in writing, that the person does not wish to receive the annual statement.

  • Marginal note:Effect of default

    (3) Where a bank is required to comply with subsection (1) and the bank does not comply with that subsection, the annual meeting at which the documents referred to in that subsection are to be considered shall be adjourned until that subsection has been complied with.

  • 1991, c. 46, s. 311
  • 1997, c. 15, s. 34
  • 2005, c. 54, s. 71
  • 2010, c. 12, ss. 2020, 2135
 
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