Marginal note:No constructive notice
23 No person dealing with the Board or with any person who has acquired rights from the Board is deemed to have notice or knowledge of the contents of a document, other than an Act of Parliament or any instrument required to be published in the Canada Gazette pursuant to the Statutory Instruments Act, concerning the Board by reason only that the document is available at the head office of the Board or has been made public.
Marginal note:Validity of acts
24 An act of the Chairperson or other director of the Board, or of the chief executive officer or other officer of the Board, is not invalid by reason only of an irregularity in that person’s appointment or a defect in that person’s qualifications.
25 The Board may not assert against a person dealing with the Board or with any person who has acquired rights from the Board
(a) that this Act or the by-laws have not been complied with, or
(b) that a document issued by any director, officer or agent of the Board having apparent authority to issue the document is not valid or genuine by reason only that the person who issued the document lacked actual authority to issue the document,
except where the person has knowledge that the facts asserted are true.
Marginal note:Corporate seal
26 The Board may, but need not, have a corporate seal, and an instrument or agreement executed on behalf of the Board is not invalid merely because a corporate seal is not affixed to it.
(a) for the administration, management and control of the Board’s property;
(b) governing the calling of meetings of the board of directors and its committees, the time and place of those meetings and the quorum and procedure in all matters relating to those meetings;
(c) respecting the functions, duties and remuneration of the officers and employees of the Board; and
(d) respecting the establishment of committees of the board of directors and the appointment of members to those committees.
Marginal note:Effective date
(2) A by-law is effective as soon as it is made or on such later date as may be stated in the by-law to be its effective date.
Marginal note:Copy to Minister
28 (1) The board of directors shall provide a copy of every by-law and every amendment to or repeal of any by-law to the Minister and the appropriate provincial Ministers within 14 days after its effective date.
Marginal note:By-laws available to the public
(2) A copy of every by-law shall be kept at the head office of the Board. Anyone is entitled, during the usual business hours of the Board, to examine the by-laws and, on payment of a reasonable fee, to make copies of or take extracts from them.
Marginal note:Statutory Instruments Act does not apply
Marginal note:Audit and investment committees
Marginal note:Other committees
(2) The board of directors may establish other committees as it deems necessary and assign to them such duties as it considers appropriate.
Marginal note:Duties of audit committee
31 The audit committee shall
(a) require the Board’s management to implement and maintain appropriate internal control procedures;
(b) review, evaluate and approve those internal control procedures;
(c) review and approve the Board’s annual financial statements and report to the board of directors before those statements are approved by the board of directors;
(d) meet with the Board’s auditor to discuss the Board’s annual financial statements and the auditor’s report;
(e) review all investments and transactions that could adversely affect the return on the Board’s investments that are brought to the committee’s attention by the Board’s auditor or officers; and
(f) meet with the chief internal auditor of the Board, or with the person acting in any similar capacity, and with the Board’s management, to discuss the effectiveness of the internal control procedures.
Marginal note:Meeting of audit committee
Marginal note:Meeting of directors
(2) The audit committee may call a meeting of the board of directors to consider any matter of concern to the committee.
Marginal note:Auditor’s right to attend meetings
33 (1) The Board’s auditor is entitled to receive notice of and to attend meetings of the board of directors and meetings of the audit committee, at the Board’s expense, and to be heard at those meetings on matters relating to the auditor’s duties.
Marginal note:Requiring auditor’s attendance
(2) The Board’s auditor shall attend meetings of the audit committee, if requested to do so by a member of the audit committee, at the Board’s expense, and shall attend meetings of the board of directors, if requested to do so by a director.
Marginal note:Duties of investment committee
34 The investment committee shall
(a) perform the duties that are delegated to it by the board of directors;
(b) approve the engagement of investment managers empowered with discretionary authority to invest the assets of the Board;
(c) meet with the officers and employees of the Board to discuss the effectiveness of the Board’s investment policies and the achievement of the Board’s objects;
(d) require management to implement and maintain appropriate procedures to
(e) review, evaluate and approve management’s procedures referred to in paragraph (d).
Marginal note:Investment policies, standards and procedures
35 Subject to the regulations, the board of directors shall establish, and the Board and its subsidiaries shall adhere to, investment policies, standards and procedures that a person of ordinary prudence would exercise in dealing with the property of others.
Marginal note:Duty of investment managers
36 Every investment manager who invests the assets of the Board shall do so in accordance with this Act and the Board’s investment policies, standards and procedures.
37 [Repealed, 2009, c. 31, s. 44]
Marginal note:Financial year
38 The financial year of the Board is the period beginning on April 1 in one calendar year and ending on March 31 in the next calendar year.
Marginal note:Books and systems
(a) books of account and records to be kept;
(b) financial and management control and information systems and management practices to be maintained; and
(c) a record of the investments held during the financial year to be kept, showing
(i) the book value of each investment,
(ii) the market value of each investment and such information as will permit the verification of that value, and
(iii) such information as will permit the determination of whether the requirements of this Act and the investment policies, standards and procedures have been met.
Marginal note:Manner in which books, etc., to be kept
(2) The books, records, systems and practices required by subsection (1) shall be kept and maintained in such manner as will provide reasonable assurance that
(a) the Board’s assets and those of its subsidiaries are safeguarded and controlled;
(b) the Board’s transactions and those of its subsidiaries are in accordance with this Act and the by-laws, or the by-laws of the subsidiaries, as the case may be; and
(c) the Board’s financial, human and physical resources and those of its subsidiaries are managed economically and efficiently and that the Board’s operations and those of its subsidiaries are carried out effectively.
Marginal note:Internal audit
(3) The Board shall cause internal audits to be conducted, in respect of itself and each of its subsidiaries, to assess compliance with subsections (1) and (2).
Marginal note:Annual financial statements
(4) The Board shall cause financial statements to be prepared annually, in respect of itself and each of its subsidiaries, including, with respect to the financial year to which it relates,
Marginal note:Contents of statements
(5) The annual financial statements shall show such information and particulars as in the opinion of the directors are necessary to present fairly, in accordance with generally accepted accounting principles, the primary source of which is the Handbook of the Chartered Professional Accountants of Canada, the Board’s financial position as at the end of the financial year to which it relates.
Marginal note:Quarterly financial statements
(6) During each financial year, the Board shall cause quarterly financial statements to be prepared for each three month period of the year. The quarterly statements shall
(a) show the same information for the most recent three month period as is required to be set out in the Board’s annual financial statements, except that a balance sheet is not required; and
(b) show the same information in respect of the part of the year up to the date of the statements in relation to the corresponding period in the preceding financial year.
Marginal note:Approval by board of directors
(7) The board of directors shall approve the annual financial statements of the Board and of each of its subsidiaries and that approval shall be evidenced by the signature of at least one director of the Board.
Marginal note:Jointly and separately
(8) The financial statements required to be prepared under this section shall be prepared, as one set of statements, jointly and separately in relation to amounts managed by the Board for the purposes of the base Canada Pension Plan and the additional Canada Pension Plan, as defined in section 91 of the Canada Pension Plan.
- 1997, c. 40, s. 39
- 2016, c. 14, s. 58
- 2017, c. 26, s. 62
- Date modified: