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Bank Act (S.C. 1991, c. 46)

Full Document:  

Act current to 2021-11-17 and last amended on 2021-06-30. Previous Versions

PART XVBank Holding Companies (continued)

DIVISION 11Regulation of Bank Holding Companies (continued)

Remedial Powers (continued)

Marginal note:Removal of directors or senior officers

  •  (1) The Superintendent may, by order, remove a person from office as a director or senior officer of a bank holding company if the Superintendent is of the opinion that the person is not suitable to hold that office

    • (a) on the basis of the competence, business record, experience, conduct or character of the person; or

    • (b) because the person has contravened or, by action or negligence, has contributed to the contravention of

      • (i) this Act or the regulations made under it,

      • (ii) a direction made under section 960,

      • (iii) an order made under subsection 949(3), or

      • (iv) a prudential agreement entered into under section 959 or an undertaking given by the bank holding company to the Superintendent.

  • Marginal note:Risk of prejudice

    (2) In forming an opinion under subsection (1), the Superintendent must consider whether the interests of the depositors, policyholders and creditors of any federal financial institution affiliated with the bank holding company have been or are likely to be prejudiced by the person’s holding office as a director or senior officer.

  • Marginal note:Representations may be made

    (3) The Superintendent must in writing notify the person concerned and the bank holding company of any removal order that the Superintendent proposes to make under subsection (1) and must afford them an opportunity within 15 days after the date of the notice, or within any longer period that the Superintendent allows, to make representations to the Superintendent in relation to the matter.

  • Marginal note:Suspension

    (4) If the Superintendent is of the opinion that the public interest may be prejudiced by the director or senior officer continuing to exercise the powers or carry out the duties and functions of that office during the period for making representations, the Superintendent may make an order suspending the director or senior officer. The suspension may not extend beyond 10 days after the expiration of that period.

  • Marginal note:Notice of order

    (5) The Superintendent shall, without delay, notify the director or senior officer, as the case may be, and the bank holding company of a removal order or suspension order.

  • Marginal note:Consequences of removal order

    (6) The director or senior officer, as the case may be, ceases to hold that office as of the date the removal order is made or any later date specified in the order.

  • Marginal note:Appeal

    (7) The director or senior officer, as the case may be, or the bank holding company may, within 30 days after the date of receipt of notice of the removal order under subsection (5), or within any longer period that the Court allows, appeal the matter to the Federal Court.

  • Marginal note:Powers of Federal Court

    (8) The Federal Court, in the case of an appeal, may dismiss the appeal or set aside the removal order.

  • Marginal note:Order not stayed by appeal

    (9) A removal order is not stayed by an appeal.

  • 2001, c. 9, s. 183

PART XVIAdministration

Notices and Other Documents

Marginal note:Execution of documents

 Any by-law, notice, resolution, requisition, statement or other document required or permitted to be executed or signed by more than one person for the purposes of this Act may be executed or signed in several documents of like form, each of which is executed or signed by one or more of the persons. The documents if duly executed or signed by all persons required or permitted to sign them are deemed to constitute one document for the purposes of this Act.

  • 2005, c. 54, s. 132

Marginal note:Notice to directors, shareholders and members

 A notice or document required by this Act or the regulations or by the incorporating instrument or by-laws of a bank or a bank holding company to be sent to a shareholder, member or director of the bank, or to a shareholder or director of the bank holding company, may be sent by prepaid mail addressed to, or may be delivered personally to,

  • (a) the shareholder at the shareholder’s latest address as shown in the records of the bank or bank holding company, or its transfer agent;

  • (b) the director at the director’s latest address as shown in the records of the bank or bank holding company, or in the latest return made under section 632 or 951; and

  • (c) the member at the member’s latest address as shown in the records of the bank.

  • 2001, c. 9, s. 183
  • 2010, c. 12, s. 2085

Marginal note:Presumption from return

 A director named in the latest return sent by a bank or a bank holding company to the Superintendent under section 632 or 951 is presumed for the purposes of this Act to be a director of the bank or bank holding company referred to in the return.

  • 2001, c. 9, s. 183

Marginal note:Presumption of receipt

  •  (1) A notice or document sent by mail in accordance with section 965 to a shareholder, member or director is deemed to be received by that person at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that that person did not receive the notice or document at that time or at all.

  • Marginal note:Undelivered notices

    (2) If a bank or bank holding company sends a notice or document to a shareholder or member in accordance with section 965 and it is returned on two consecutive occasions because the shareholder or member cannot be found, the bank or bank holding company is not required to send any further notices or documents to the shareholder or member until it is informed in writing of their new address.

  • 2001, c. 9, s. 183
  • 2005, c. 54, s. 133
  • 2010, c. 12, s. 2086

Marginal note:Service on a bank, bank holding company or authorized foreign bank

 A notice or document required by this Act to be sent to or served on a bank, a bank holding company or an authorized foreign bank may be sent by registered mail to the head office of the bank or bank holding company, or to the principal office of the authorized foreign bank, as the case may be, and, if sent, is deemed to be received or served at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the bank, bank holding company or authorized foreign bank did not receive it at that time or at all.

  • 2001, c. 9, s. 183

Marginal note:Certificate

  •  (1) A certificate issued on behalf of a bank or a bank holding company stating any fact that is set out in the incorporating instrument, the by-laws, the minutes of the meetings of the directors, a committee of directors or the shareholders or members, or in a contract to which the bank or bank holding company is a party, may be signed by a director or an officer of the bank or bank holding company.

  • Marginal note:Proof of certain cases

    (2) When introduced as evidence in any civil, criminal or administrative action or proceeding, the following are, in the absence of evidence to the contrary, proof of the facts so certified without proof of the signature or official character of the person appearing to have signed the certificate:

    • (a) a fact stated in a certificate referred to in subsection (1);

    • (b) a certified extract from a securities register of a bank or a bank holding company;

    • (b.1) a certified extract from the members register of a federal credit union; or

    • (c) a certified copy of, or an extract from, minutes of a meeting of shareholders, directors or a committee of directors of a bank or a bank holding company or of a meeting of members of a federal credit union.

  • 2001, c. 9, s. 183
  • 2010, c. 12, s. 2087

Marginal note:Entry in securities register

  •  (1) An entry in the securities register of, or on a security certificate issued by, a bank or a bank holding company is evidence that the person in whose name the security is registered is the owner of the securities described in the register or in the certificate.

  • Marginal note:Entry in members register

    (2) An entry in the members register of a federal credit union is evidence that the person in whose name the membership share is registered is the owner of the membership share in the register.

  • 2001, c. 9, s. 183
  • 2005, c. 54, s. 134(F)
  • 2010, c. 12, s. 2088

Marginal note:Verification of documents or fact

  •  (1) The Superintendent may require that a document or a fact stated in a document that is required by or under this Act to be sent to the Superintendent or to the Minister be verified in accordance with subsection (2).

  • Marginal note:Form of proof

    (2) A document or fact required by this Act or by the Superintendent to be verified may be verified by affidavit made under oath or by statutory declaration under the Canada Evidence Act before any commissioner for oaths or for taking affidavits.

  • 2001, c. 9, s. 183

Marginal note:Alternative means of publication

  •  (1) Anything that is required by a provision of this Act to be published in the Canada Gazette or to be published in any other way may, instead of being published in that way, be published in any manner that may be prescribed for the purpose of that provision.

  • Marginal note:Alternative means of publishing summaries

    (2) Anything that is required by a provision of this Act to be summarized in a publication may instead be summarized and published in any manner that may be prescribed for the purpose of that provision.

  • Marginal note:Publication conditions

    (3) Any condition under a provision of this Act that something be published in the Canada Gazette or in any other way is satisfied if that thing is published instead in any manner that may be prescribed for the purpose of that provision.

  • Marginal note:Other consequences

    (4) If a provision of this Act provides for consequences to follow the publication of something in the Canada Gazette or in any other manner, the same consequences follow the publication of that thing in any other manner that may be prescribed for the purpose of that provision.

  • 2001, c. 9, s. 183

Approvals

Definition of approval

 In sections 973.01 to 973.06, approval includes any consent, designation, order, exemption, extension or other permission granted by the Minister or the Superintendent under this Act, and includes the issuance of letters patent.

  • 2001, c. 9, s. 183
  • 2007, c. 6, s. 125

Marginal note:Matters to take into account — Minister

  •  (1) In addition to any matters or conditions provided for in this Act that are relevant to the granting of an approval, the Minister may, in considering whether to grant the approval, take into account all matters that he or she considers relevant in the circumstances, including

    • (a) national security;

    • (b) Canada’s international relations and its international legal obligations; and

    • (c) if the approval relates to a federal credit union, whether the approval will affect its ability to be organized and carry on business on a cooperative basis in accordance with section 12.1.

  • Marginal note:Matters to take into account — Superintendent

    (2) In addition to any matters or conditions provided for in this Act that are relevant to the granting of an approval and to any prudential considerations that the Superintendent considers relevant in the circumstances, the Superintendent may, in considering whether to grant the approval, take into account

    • (a) national security;

    • (b) Canada’s international relations and its international legal obligations; and

    • (c) if the approval relates to a federal credit union, whether the approval will affect its ability to be organized and carry on business on a cooperative basis in accordance with section 12.1.

  • 2007, c. 6, s. 125
  • 2010, c. 12, s. 2089

Marginal note:Minister — terms, conditions and undertakings

  •  (1) In addition to any other action that may be taken under this Act, the Minister may, in granting an approval, impose any terms and conditions or require any undertaking that the Minister considers appropriate, including any terms, conditions or undertakings specified by the Superintendent to maintain or improve the safety and soundness of any financial institution regulated under an Act of Parliament to which the approval relates or that might be affected by it.

  • Marginal note:Commissioner — supervision of terms, conditions and undertakings

    (1.1) If the Minister specifies that the Commissioner is to supervise a bank to determine if it is complying with any terms and conditions that are imposed, or undertakings that are required, by the Minister for the protection of the bank’s customers, the Commissioner may take the same measures that the Commissioner could take if the terms and conditions or undertaking were a consumer provision.

  • Marginal note:Superintendent — terms, conditions and undertakings

    (2) In addition to any other action that may be taken under this Act, the Superintendent may, in granting an approval, impose any terms and conditions or require any undertaking that the Superintendent considers appropriate.

  • 2007, c. 6, s. 125
  • 2010, c. 12, s. 1858

Marginal note:Revocation, suspension or amendment of approval — Minister

  •  (1) The Minister may revoke, suspend or amend any approval granted by the Minister if he or she considers it appropriate to do so. In deciding whether to take any of those actions, the Minister may take into account all matters that he or she considers relevant in the circumstances, including

    • (a) national security; and

    • (b) Canada’s international relations and its international legal obligations.

  • Marginal note:Revocation, suspension or amendment of approval — Superintendent

    (2) The Superintendent may revoke, suspend or amend any approval granted by the Superintendent if he or she considers it appropriate to do so. In deciding whether to take any of those actions, the Superintendent may take into account any prudential considerations that he or she considers relevant in the circumstances and

    • (a) national security; and

    • (b) Canada’s international relations and its international legal obligations.

  • Marginal note:Representations

    (3) Before taking any action under this section, the Minister or the Superintendent, as the case may be, shall give the person concerned a reasonable opportunity to make representations.

  • 2007, c. 6, s. 125

Marginal note:Effect of non-compliance on approval

  •  (1) Unless otherwise expressly provided in this Act, a failure to comply with a term, condition or undertaking imposed or required under any provision of this Act does not invalidate the approval to which the term, condition or undertaking relates.

  • Marginal note:Non-compliance

    (2) In addition to any other action that may be taken under this Act, in the case of non-compliance by a person with a term, condition or undertaking imposed or required under any provision of this Act, the Minister or the Superintendent, as the case may be, may

    • (a) revoke, suspend or amend the approval to which the term, condition or undertaking relates; or

    • (b) apply to a court for an order directing the person to comply with the term, condition or undertaking, and on such an application the court may make the order and any other order that it thinks fit.

  • Marginal note:Representations

    (3) Before taking any action under subsection (2), the Minister or the Superintendent, as the case may be, shall give the person concerned a reasonable opportunity to make representations.

  • Marginal note:Revocation, suspension or amendment

    (4) At the request of the person concerned, the Minister or the Superintendent, as the case may be, may revoke, suspend or amend any terms or conditions imposed by him or her and may revoke or suspend an undertaking given to him or her or approve its amendment.

  • 2007, c. 6, s. 125
 
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