PART XIVFinancial Disclosure (continued)
169 (1) An auditor of a corporation shall make the examination that is in their opinion necessary to enable them to report in the prescribed manner on the financial statements required by this Act to be placed before the shareholders, except such financial statements or part thereof that relate to the period referred to in subparagraph 155(1)(a)(ii).
Marginal note:Reliance on other auditor
(2) Notwithstanding section 170, an auditor of a corporation may reasonably rely on the report of an auditor of a body corporate or an unincorporated business the accounts of which are included in whole or in part in the financial statements of the corporation.
(3) For the purpose of subsection (2), reasonableness is a question of fact.
(4) Subsection (2) applies whether or not the financial statements of the holding corporation reported on by the auditor are in consolidated form.
- R.S., 1985, c. C-44, s. 169
- 2001, c. 14, s. 135(E)
Marginal note:Right to information
(a) information and explanations, and
(b) access to records, documents, books, accounts and vouchers of the corporation or any of its subsidiaries
that are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under section 169 and that the directors, officers, employees, agents or mandataries are reasonably able to provide.
(2) On the demand of the auditor of a corporation, the directors of the corporation shall
(a) obtain from the present or former directors, officers, employees and agents or mandataries of any subsidiary of the corporation the information and explanations that the present or former directors, officers, employees and agents or mandataries are reasonably able to provide and that are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under section 169; and
(b) furnish the auditor with the information and explanations so obtained.
Marginal note:No civil liability
(3) A person who in good faith makes an oral or written communication under subsection (1) or (2) is not liable in any civil proceeding arising from having made the communication.
- R.S., 1985, c. C-44, s. 170
- 2001, c. 14, ss. 81, 135(E)
- 2011, c. 21, s. 57(E)
Marginal note:Audit committee
171 (1) Subject to subsection (2), a corporation described in subsection 102(2) shall, and any other corporation may, have an audit committee composed of not less than three directors of the corporation, a majority of whom are not officers or employees of the corporation or any of its affiliates.
(2) The Director may, on the application of a corporation, authorize the corporation to dispense with an audit committee, and the Director may, if satisfied that the shareholders will not be prejudiced, permit the corporation to dispense with an audit committee on any reasonable conditions that the Director thinks fit.
Marginal note:Duty of committee
(3) An audit committee shall review the financial statements of the corporation before such financial statements are approved under section 158.
Marginal note:Auditor’s attendance
(4) The auditor of a corporation is entitled to receive notice of every meeting of the audit committee and, at the expense of the corporation, to attend and be heard thereat; and, if so requested by a member of the audit committee, shall attend every meeting of the committee held during the term of office of the auditor.
Marginal note:Calling meeting
(5) The auditor of a corporation or a member of the audit committee may call a meeting of the committee.
Marginal note:Notice of errors
(6) A director or an officer of a corporation shall forthwith notify the audit committee and the auditor of any error or mis-statement of which the director or officer becomes aware in a financial statement that the auditor or a former auditor has reported on.
Marginal note:Error in financial statements
(7) An auditor or former auditor of a corporation who is notified or becomes aware of an error or mis-statement in a financial statement on which they have reported, if in their opinion the error or mis-statement is material, shall inform each director accordingly.
Marginal note:Duty of directors
(8) When under subsection (7) the auditor or former auditor informs the directors of an error or mis-statement in a financial statement, the directors shall
(9) Every director or officer of a corporation who knowingly fails to comply with subsection (6) or (8) is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both.
- R.S., 1985, c. C-44, s. 171
- 2001, c. 14, ss. 82, 135(E)
Marginal note:Qualified privilege (defamation)
172 Any oral or written statement or report made under this Act by the auditor or former auditor of a corporation has qualified privilege.
- 1974-75-76, c. 33, s. 166
- 1978-79, c. 9, s. 1(F)
PART XIV.1Disclosure Relating to Diversity
Marginal note:Diversity in corporations
172.1 (1) The directors of a prescribed corporation shall place before the shareholders, at every annual meeting, the prescribed information respecting diversity among the directors and among the members of senior management as defined by regulation.
Marginal note:Information to shareholders and Director
(2) The corporation shall provide the information referred to in subsection (1) to each shareholder, except to a shareholder who has informed the corporation in writing that they do not want to receive that information, by sending the information along with the notice referred to in subsection 135(1) or by making the information available along with a proxy circular referred to in subsection 150(1).
Marginal note:Information to Director
(3) The corporation shall concurrently send the information referred to in subsection (1) to the Director.
PART XVFundamental Changes
Marginal note:Amendment of articles
(a) change its name;
(b) change the province in which its registered office is situated;
(c) add, change or remove any restriction on the business or businesses that the corporation may carry on;
(d) change any maximum number of shares that the corporation is authorized to issue;
(e) create new classes of shares;
(f) reduce or increase its stated capital, if its stated capital is set out in the articles;
(g) change the designation of all or any of its shares, and add, change or remove any rights, privileges, restrictions and conditions, including rights to accrued dividends, in respect of all or any of its shares, whether issued or unissued;
(h) change the shares of any class or series, whether issued or unissued, into a different number of shares of the same class or series or into the same or a different number of shares of other classes or series;
(i) divide a class of shares, whether issued or unissued, into series and fix the number of shares in each series and the rights, privileges, restrictions and conditions thereof;
(j) authorize the directors to divide any class of unissued shares into series and fix the number of shares in each series and the rights, privileges, restrictions and conditions thereof;
(k) authorize the directors to change the rights, privileges, restrictions and conditions attached to unissued shares of any series;
(l) revoke, diminish or enlarge any authority conferred under paragraphs (j) and (k);
(m) increase or decrease the number of directors or the minimum or maximum number of directors, subject to sections 107 and 112;
(n) add, change or remove restrictions on the issue, transfer or ownership of shares; or
(o) add, change or remove any other provision that is permitted by this Act to be set out in the articles.
(2) The directors of a corporation may, if authorized by the shareholders in the special resolution effecting an amendment under this section, revoke the resolution before it is acted on without further approval of the shareholders.
Marginal note:Amendment of number name
(3) Notwithstanding subsection (1), where a corporation has a designating number as a name, the directors may amend its articles to change that name to a verbal name.
- R.S., 1985, c. C-44, s. 173
- 1994, c. 24, s. 19
- 2001, c. 14, ss. 83, 134(F)
- Date modified: