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

Right to Information

Marginal note:Right to information

• 44 (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.

Qualified Privilege

Marginal note:Qualified privilege

45 Any oral or written statement or report made under this Act by the Board’s auditor or a former auditor of the Board has qualified privilege.

Special Audit

Marginal note:Special audit

• 46 (1) The Minister may, if the Minister considers it necessary, appoint an auditor to conduct a special audit of the Board or any of its subsidiaries.

• Marginal note:Costs of audit

  (2) The costs of a special audit are payable by the Board.

• Marginal note:Other sections to apply

  (3) Sections 43 to 45 apply in respect of a special auditor, with any modifications that the circumstances require.

Special Examination

Marginal note:Special examination

• 47 (1) The Minister shall cause a special examination to be carried out at least once every six years in respect of the Board or any of its subsidiaries to determine if the systems and practices referred to in paragraph 39(1)(b) were, in the period under examination, maintained in a manner that provided reasonable assurance that they met the requirements of paragraphs 39(2)(a) and (c).

• Marginal note:Consultation required

  (2) Before causing a special examination to be carried out, the Minister shall consult with the appropriate provincial Ministers of the participating provinces.

• Marginal note:Plan

  (3) Before an examiner commences a special examination, the examiner shall survey the systems and practices of the Board or of the subsidiary being examined, as the case may be, and submit a plan to the audit committee for the examination, including a statement of the criteria to be applied in the examination.

• Marginal note:Resolution of disagreements

  (4) Disagreements, if any, between the examiner and the audit committee with respect to a plan referred to in subsection (3) may be resolved by the Minister.

• Marginal note:Reliance on internal audit

  (5) An examiner shall rely on any internal audit conducted under subsection 39(3), to the extent that the examiner considers that reliance to be practicable.

Marginal note:Report

• 48 (1) An examiner shall, on completion of the special examination, submit a report on the examiner’s findings to the Minister and the appropriate provincial Ministers.

• Marginal note:Contents

  (2) The report of an examiner shall include

  • (a) a statement indicating whether, in the examiner’s opinion, with respect to the criteria established under subsection 47(3), there is reasonable assurance that there are no significant deficiencies in the systems and practices examined; and

  • (b) a statement of the extent to which the examiner relied on internal audits.

Marginal note:Who conducts examination

• 49 (1) Subject to subsection (2), a special examination referred to in section 47 shall be carried out by the Board’s auditor or, where the Minister has consulted the board of directors and is of the opinion that it is necessary, by an auditor appointed by the Minister.

• Marginal note:Sections 43 to 45 apply

  (2) Sections 43 to 45 apply in respect of an examiner as though the references in that section to an auditor were references to an examiner.

Reporting

Quarterly Statements

Marginal note:Statements to go to Ministers

• 50 (1) The Board shall send copies of the financial statements for the first, second and third quarters of the financial year, prepared in accordance with subsection 39(6), to the Minister and the appropriate provincial Ministers within 45 days after the end of the three-month period to which they relate.

• Marginal note:Statements to be made public

  (2) Within seven days after the financial statements are sent as required under subsection (1), the Board shall make the statements available to the public.

Annual Report

Marginal note:Annual report required

• 51 (1) The Board shall as soon as possible, but in any case within 60 days, after the end of each financial year provide the Minister and the appropriate provincial Ministers with an annual report on the operations of the Board in that year and the Board shall make copies of the report available to the public.

• Marginal note:Tabling in Parliament

  (2) After receiving the annual report, the Minister shall cause it to be laid before each House of Parliament on any of the next 15 days during which that House is sitting.

• Marginal note:Contents

  (3) The annual report shall contain

  • (a) the financial statements for the previous year prepared as required under section 39;

  • (b) the Board’s auditor’s report for that year prepared as required under section 40;

  • (c) a certificate, signed by a director on behalf of the board of directors, stating that the investments of the Board held during that year were in accordance with this Act and the Board’s investment policies, standards and procedures;

  • (d) a statement of the Board’s objectives for that year and a statement on the extent to which the Board met those objectives;

  • (e) a statement of the Board’s objectives for the next year and for the foreseeable future;

  • (f) a statement of the Board’s investment policies, standards and procedures; and

  • (g) such other information as is required by the regulations.

Public Meetings

Marginal note:Public meetings

• 52 (1) The Board shall hold a public meeting once every two years in each participating province to discuss the Board’s most recent annual report and to give interested persons an opportunity to comment on it.

• Marginal note:Notice of meeting

  (2) The Board shall publish a notice of each meeting at least 10 days before the date of the meeting in at least one newspaper of general circulation in the province where the meeting will take place. The notice shall indicate the date, time and place of the meeting and where copies of the Board’s most recent annual report can be obtained.

• Marginal note:Directors and officers to attend

  (3) The Board shall require one or more directors or officers of the Board to be at the meeting to answer questions from the public and shall have copies of the Board’s most recent annual report available for distribution at the meeting.

Regulations

Marginal note:Regulations

• 53 (1) The Governor in Council may make regulations

  • (a) specifying which provisions of the Pension Benefits Standards Act, 1985 and any regulations made under that Act apply to the Board and its subsidiaries and adapting those provisions in the manner that the Governor in Council considers appropriate for the purpose of applying them to the Board and its subsidiaries;

  • (b) respecting the investments the Board and its subsidiaries may make; and

  • (c) prescribing anything that this Act provides is to be prescribed or is to be determined by regulation.

• Marginal note:Application

  (2) A regulation made under subsection (1) has no force or effect until the appropriate provincial Minister of each of at least two thirds of the participating provinces having in total not less than two thirds of the population of all of the participating provinces has approved the regulation.

• Marginal note:Approval of proposed regulation

  (2.1) For the purpose of subsection (2), the approval of a proposed regulation published in the Canada Gazette is deemed to be the approval of the regulation if the regulation is the same or substantially the same as the proposed regulation.

• Marginal note:Determination of population

  (3) For the purposes of subsection (2), the population of a province at any time in a year in respect of which the determination of the province’s population is relevant means the province’s population on June 1 of that year, as estimated by the Chief Statistician of Canada.

• Marginal note:Publication of coming into force date

  (4) If the approvals necessary to give force and effect to a regulation are given only after the regulation is made, the Minister shall, as soon as feasible, cause to be published in the Canada Gazette the date that the regulation came into force.

Offence

Marginal note:False statements

• 54 (1) Every director, officer, employee, agent or auditor of the Board or of any of its subsidiaries who, in carrying out a duty under this Act or the by-laws, prepares, signs, approves or concurs in any statement, report or other document respecting the affairs of the Board or the subsidiary that contains any false or deceptive information is guilty of an offence.

• Marginal note:Punishment

  (2) Every person who commits an offence under subsection (1) is liable on summary conviction

  • (a) in the case of a natural person, to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 12 months, or to both; or

  • (b) in any other case, to a fine not exceeding $500,000.

Winding-up

Marginal note:Insolvency and winding-up

55 No Act relating to the insolvency or winding-up of any corporation applies to the Board and in no case shall the affairs of the Board be wound up unless Parliament so provides.

Canada Pension Plan Account and Additional Canada Pension Plan Account

Marginal note:Duty of Board — Canada Pension Plan Account

• 56 (1) The Board shall pay into the Consolidated Revenue Fund, for credit to the Canada Pension Plan Account established under subsection 108(1) of the Canada Pension Plan,

  • (a) any amount required under subsection 108.1(2) of that Act; and

  • (b) any amount required under subsection 113(1.1) of that Act in relation to the base Canada Pension Plan, as defined in section 91 of that Act.

• Marginal note:Duty of Board — Additional Canada Pension Plan Account

  (1.1) The Board shall pay into the Consolidated Revenue Fund, for credit to the Additional Canada Pension Plan Account established under subsection 108.2(1) of the Canada Pension Plan,

  • (a) any amount required under subsection 108.3(2) of that Act; and

  • (b) any amount required under subsection 113(1.1) of that Act in relation to the additional Canada Pension Plan, as defined in section 91 of that Act.

• Marginal note:Transfer of securities

  (2) The Board shall transfer to the Minister any designated securities of a province or of Canada that the Minister requires under subsection 113(1.1) of the Canada Pension Plan.