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Canada Pension Plan Investment Board Act (S.C. 1997, c. 40)

Act current to 2020-11-17 and last amended on 2017-12-31. Previous Versions

Financial Management (continued)

Auditor’s Report

Marginal note:Annual auditor’s report

  •  (1) The Board shall cause an annual auditor’s report to be prepared, in respect of itself and each of its subsidiaries, on

    • (a) the annual financial statements referred to in section 39;

    • (b) any revised financial statement referred to in subsection 41(3); and

    • (c) the record of investments referred to in paragraph 39(1)(c).

  • Marginal note:Contents

    (2) A report under subsection (1) shall be addressed to the Board and shall

    • (a) include separate statements indicating whether, in the auditor’s opinion,

      • (i) the financial statements are presented fairly in accordance with generally accepted accounting principles applied on a basis consistent with that of the preceding year,

      • (ii) the Board’s transactions and those of its subsidiaries that have come to the auditor’s notice in the course of the auditor’s examination for the report were in accordance with this Act and the by-laws, and the by-laws of the subsidiaries, as the case may be, and

      • (iii) the record of investments kept in accordance with paragraph 39(1)(c) fairly presents the information required by that paragraph; and

    • (b) call attention to any other matter falling within the scope of the auditor’s examination for the report that, in the auditor’s opinion, should be brought to the attention of the Board.

  • Marginal note:Examination

    (3) An auditor preparing a report under subsection (1) shall make such examination as the auditor considers necessary for the purpose.

  • Marginal note:Auditing standards

    (4) An auditor’s examination shall be conducted in accordance with generally accepted auditing standards, the primary source of which is the Handbook of the Chartered Professional Accountants of Canada.

  • Marginal note:Reliance on internal audit

    (5) In conducting an audit under this Act, an auditor shall rely on any internal audit conducted under subsection 39(3), to the extent that the auditor considers that reliance to be practicable.

  • 1997, c. 40, s. 40
  • 2017, c. 26, s. 62

Marginal note:Notice of errors and omissions

  •  (1) A director or officer of the Board shall without delay notify the Board’s auditor and the audit committee of any error or omission of which the director or officer becomes aware in a financial statement that the auditor or a former auditor has reported on or in a report prepared by the auditor or a former auditor under section 40.

  • Marginal note:Duty of auditor

    (2) Where the Board’s auditor, or a former auditor of the Board, is notified or becomes aware of any error or omission in a financial statement that the auditor or former auditor has reported on or in a report prepared by the auditor or former auditor under section 40, the auditor or former auditor shall without delay notify each director of the Board of the error or omission if the auditor or former auditor is of the opinion that the error or omission is material.

  • Marginal note:Correction

    (3) Where the directors receive a notification under subsection (2) of an error or omission in a financial statement or a report, the Board shall prepare a revised financial statement or the auditor or former auditor shall issue a correction to the report, as the case may be, and a copy of it shall be given to the Minister and the appropriate provincial Ministers.

Auditor

Marginal note:Appointment of auditor

  •  (1) The auditor of the Board shall be appointed annually by the board of directors, and may be removed at any time by the board of directors.

  • Marginal note:Re-appointment

    (2) On the expiration of the appointment of the auditor of the Board, the auditor is eligible for re-appointment.

  • Marginal note:Continuation in office

    (3) Notwithstanding subsection (1), if an auditor of the Board is not appointed to take office on the expiration of the appointment of an incumbent auditor, the incumbent auditor continues in office until a successor is appointed.

Definition of firm of accountants

  •  (1) In this section, firm of accountants means a partnership, the members of which are accountants engaged in the practice of accounting, or a body corporate that is incorporated by or under an Act of the legislature of a province and engaged in the practice of accounting.

  • Marginal note:Qualification of auditor

    (2) A natural person or firm of accountants is qualified to be the auditor of the Board if

    • (a) in the case of a natural person, the person is an accountant who

      • (i) is a member in good standing of an institute or association of accountants incorporated by or under an Act of the legislature of a province,

      • (ii) has at least five years experience at a senior level in performing audits of a financial institution,

      • (iii) is ordinarily resident in Canada, and

      • (iv) is independent of the Board, each of its subsidiaries, and the directors and officers of the Board and those of each of its subsidiaries; and

    • (b) in the case of a firm of accountants, the member or officer of the firm jointly designated by the firm and the Board to conduct the audit of the Board on behalf of the firm meets the qualifications described in paragraph (a).

  • Marginal note:Independence

    (3) For the purposes of this section,

    • (a) independence is a question of fact; and

    • (b) a person is deemed not to be independent if that person or any of that person’s business partners

      • (i) is a business partner, director, officer or employee of the Board or of any of its subsidiaries, or a business partner of any director, officer or employee of the Board or of any of its subsidiaries, or

      • (ii) has been a liquidator, trustee in bankruptcy, receiver or receiver and manager of any of the Board’s subsidiaries within the two years before the natural person’s or the firm of accountants’ proposed appointment, as the case may be, as the Board’s auditor.

  • Marginal note:Joint designation

    (4) Within 15 days after appointing a firm of accountants as its auditor, the Board and the firm shall jointly designate a member or officer of the firm who has the qualifications described in paragraph (2)(a) to conduct the audit of the Board on behalf of the firm.

  • Marginal note:Resignation

    (5) An auditor of the Board who becomes disqualified under this section shall resign without delay after becoming aware of the disqualification.

  • Marginal note:When resignation becomes effective

    (6) A resignation of an auditor of the Board becomes effective at the time the Board receives a written resignation from the auditor or at the time specified in the resignation, whichever is later.

  • Marginal note:Statement of auditor

    (7) Where the Board’s auditor resigns or receives a notice or otherwise learns of a meeting of the board of directors at which another auditor is to be appointed in place of the auditor and the auditor objects to being replaced, the auditor shall submit to the Board a written statement giving the reasons for the resignation or the reasons why the auditor objects to being replaced.

  • Marginal note:Statement to be sent to Ministers

    (8) Where the Board receives a written statement referred to in subsection (7) that relates to a resignation of its auditor as a result of a disagreement with the directors or officers of the Board or that relates to a replacement or proposed replacement of the auditor, the Board shall without delay send a copy of the statement to the Minister and to the appropriate provincial Ministers of the participating provinces.

Right to Information

Marginal note:Right to information

  •  (1) On the request of the Board’s auditor, the present or former directors, officers, employees or agents of the Board shall provide to the auditor all information and explanations, and all access to records, documents, books, accounts and vouchers of the Board and its subsidiaries, that the auditor considers necessary to prepare any report required by this Act and that they are reasonably able to furnish.

  • Marginal note:Directors’ duties

    (2) On the request of the Board’s auditor, the directors shall

    • (a) obtain from the present or former directors, officers, employees or agents of any of its subsidiaries all information and explanations that

      • (i) the auditor considers necessary to enable the auditor to prepare any report required by this Act, and

      • (ii) the present or former directors, officers, employees or agents are reasonably able to furnish; and

    • (b) furnish the auditor with the information and explanations so obtained.

  • Marginal note:Reliance on reports

    (3) The Board’s auditor may reasonably rely on any report of any other auditor of the Board.

  • Marginal note:No civil liability

    (4) A person who in good faith makes an oral or written communication under subsection (1) or (2) shall not be liable in any civil action arising from having made the communication.

 
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