PART XCrown Corporations (continued)
DIVISION ICorporate Affairs (continued)
Crown Agency Status (continued)
Marginal note:Security interests
100 (1) Subject to subsection (2), no agent corporation, for the purposes of securing payment of a debt or performance of an obligation, shall charge, mortgage, hypothecate, cede and transfer, pledge or otherwise create an interest in or charge on any property held by the corporation.
(2) Subject to any terms and conditions set out in the designation, an agent corporation designated by the Minister may pledge any securities or cash that it holds, or give deposits, as security for the payment or performance of any obligation of the corporation arising out of any derivative that it enters into or guarantees for the management of financial risks.
- R.S., 1985, c. F-11, s. 100;
- 2013, c. 40, s. 270.
(2) Despite any regulations made under paragraph 127(4)(b), subsection (1) does not apply in respect of leases, as defined in the Handbook of the Chartered Professional Accountants of Canada, as amended from time to time.
- R.S., 1985, c. F-11, s. 101;
- 2018, c. 12, s. 200.
(a) this Part or the regulations, the charter or by-laws of the corporation or any directive given to the corporation have not been complied with,
(b) a person held out by the corporation as a director, officer or agent of the corporation has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business or activity of the corporation or usual for such a director, officer or agent, or
(c) a document issued by any director, officer or agent of the corporation having apparent authority to issue the document is not valid or genuine by reason only that the director, officer or agent lacked actual authority to issue the document,
except where the person has knowledge that the facts asserted are true.
(2) A certificate stating that
(a) any particular transaction has been authorized by the Governor in Council pursuant to section 91 or 99, has or has not been directed by the Governor in Council pursuant to section 94 or has been approved by the Minister of Finance pursuant to subsection 127(3),
(b) any particular transaction is consistent with a corporate plan or any amendment thereto approved pursuant to section 122, or
(c) any particular capital expenditure or commitment to make a capital expenditure is included in a capital budget, an item in a capital budget or an amendment to a capital budget that has been approved pursuant to section 124
and that is signed by the chairperson or chief executive officer of a Crown corporation is sufficient confirmation of the statement to any person, except where the person has knowledge to the contrary.
Marginal note:Absence of authorization, direction or approval
(3) The absence of any authorization, direction or approval referred to in subsection (2) does not affect any right or remedy otherwise available to any person, except where the person knows of such absence.
(4) No action of a Crown corporation, including a transfer of property, is invalid by reason only that the corporation was without the capacity or power to so act.
Marginal note:No constructive notice
(5) No person dealing with a Crown corporation or with any person who has acquired rights from a Crown corporation shall be 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 corporation by reason only that the document has been made public.
- R.S., 1985, c. F-11, s. 102;
- 2005, c. 30, s. 133(E).
Marginal note:Provision not applicable
- R.S., 1985, c. F-11, s. 103;
- 1994, c. 24, s. 34(F).
Marginal note:Act not applicable
- 1984, c. 31, s. 11.
DIVISION IIDirectors and Officers
Marginal note:Definition of officer-director
104.1 In this Division, officer-director, in respect of a parent Crown corporation, means the chairperson and the chief executive officer of the corporation, by whatever name called.
- 1991, c. 24, s. 29;
- 2004, c. 16, s. 7.
Marginal note:Appointment of directors
105 (1) Each director, other than an officer-director, of a parent Crown corporation shall be appointed by the appropriate Minister, with the approval of the Governor in Council, to hold office during pleasure for a term not exceeding four years that will ensure, as far as possible, the expiration in any one year of the terms of office of not more than one half of the directors of the corporation.
Marginal note:Officer or employee not to be director
(2) No officer or employee of a Crown corporation or any of its affiliates, other than the chief executive officer of a parent Crown corporation, shall be a director of the parent Crown corporation.
Marginal note:Transitional provision
(2.1) Any officer or employee of a Crown corporation or any of its affiliates, other than the chief executive officer of a parent Crown corporation, who was a director of the parent Crown corporation immediately before the day on which this subsection comes into force may continue as a director of that corporation for six months after that day or, if it is shorter, the remainder of his or her term.
(3) A director of a parent Crown corporation is eligible for re-appointment on the expiration of his term of office.
Marginal note:Continuation in office
(4) Despite subsection (1), if a director of a parent Crown corporation is not appointed to take office on the expiration of the term of an incumbent director, other than an officer-director, the incumbent director continues in office until his or her successor is appointed.
Marginal note:Appointment of officer-directors
(5) Each officer-director of a parent Crown corporation shall be appointed by the Governor in Council to hold office during pleasure for such term as the Governor in Council considers appropriate.
(6) Before an officer-director of a parent Crown corporation is appointed, the appropriate Minister shall consult the board of directors of the corporation with respect to the appointment.
Marginal note:Appointment of subordinate officers
(7) Subject to any other Act of Parliament that was in force on September 1, 1984, the board of directors of a parent Crown corporation is responsible for the appointment of officers of the corporation, other than officer-directors.
Marginal note:Qualifications preserved
(8) Nothing in this section is to be construed as empowering the appointment or re-appointment as a director or officer-director of a parent Crown corporation, or the continuation in office as a director of a parent Crown corporation, of any person who does not meet any qualifications for the appointment, re-appointment or continuation established by any other Act of Parliament.
(9) This section does not apply to an ex officio director or officer-director of a parent Crown corporation.
(10) [Repealed, 1991, c. 24, s. 30]
- R.S., 1985, c. F-11, s. 105;
- R.S., 1985, c. 1 (4th Supp.), s. 44(E);
- 1991, c. 24, s. 30;
- 2004, c. 16, s. 8;
- 2006, c. 9, s. 267;
- 2009, c. 2, s. 371.
Marginal note:Validity of acts
106 An act of a director, chairperson, chief executive officer or other officer of a parent Crown corporation is not invalid by reason only of an irregularity in his appointment or a defect in his qualifications.
- R.S., 1985, c. F-11, s. 106;
- 2005, c. 30, s. 133(E).
- Date modified: