Bank Act (S.C. 1991, c. 46)

Marginal note:Bank holding company records

• 815 (1) A bank holding company shall prepare and maintain records containing

  • (a) its incorporating instrument and by-laws and all amendments to them;

  • (b) minutes of meetings and resolutions of shareholders;

  • (c) the information referred to in paragraphs 951(1)(a) and (c) to (g) contained in all returns provided to the Superintendent pursuant to section 951; and

  • (d) particulars of exceptions granted under section 688 or 812 that are from time to time applicable to the bank holding company.

• Marginal note:Additional records

  (2) In addition to the records described in subsection (1), a bank holding company shall prepare and maintain adequate

  • (a) corporate accounting records; and

  • (b) records containing minutes of meetings and resolutions of the board of directors and those of its committees.

• Marginal note:Continued bank holding companies

  (3) For the purposes of paragraph (1)(b) and subsection (2),

  • (a) in the case of a body corporate continued as a bank holding company, records includes similar records required by law to be maintained by the body corporate before it was so continued; and

  • (b) in the case of a body corporate amalgamated and continued as a bank holding company, records includes similar records required by law to be maintained by the body corporate before it was so amalgamated.

Marginal note:Place of records

• 816 (1) The records described in section 815 shall be kept at the head office of the bank holding company or at such other place in Canada as the directors think fit.

• Marginal note:Exception

  (1.1) Subject to subsection 822(1.1), subsection (1) does not apply to a bank holding company that is a subsidiary of a foreign bank incorporated or formed otherwise in a country or territory other than Canada in which a trade agreement listed in Schedule IV is applicable or of a regulated foreign entity.

• Marginal note:Notice of place of records

  (2) Where any of the records described in section 815 are not kept at the head office of a bank holding company, the bank holding company shall notify the Superintendent of the place where the records are kept.

• Marginal note:Inspection

  (3) The records described in section 815 shall at all reasonable times be open to inspection by the directors.

• Marginal note:Access to bank holding company records

  (4) Shareholders and creditors of a bank holding company and their personal representatives may examine the records referred to in subsection 815(1) during the usual business hours of the bank holding company and may take extracts from them free of charge or have copies of them made on payment of a reasonable fee. If the bank holding company is a distributing bank holding company, any other person may on payment of a reasonable fee examine those records during the usual business hours of the bank holding company and take extracts from them or have copies of them made.

• Marginal note:Copies of by-laws

  (5) Every shareholder of a bank holding company is entitled, on request made not more frequently than once in each calendar year, to receive, free of charge, one copy of the by-laws of the bank holding company.

• Marginal note:Electronic access

  (6) A bank holding company may make the information contained in records referred to in subsection 815(1) available to persons by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing the records in intelligible written form within a reasonable time.

Marginal note:Shareholder lists

• 817 (1) A person who is entitled to a basic list of shareholders of a bank holding company (in this section referred to as the “applicant”) may request the bank holding company to furnish the applicant with a basic list within ten days after receipt by the bank holding company of the affidavit referred to in subsection (2) and, on payment of a reasonable fee by the applicant, the bank holding company shall comply with the request.

• Marginal note:Affidavit and contents

  (2) A request under subsection (1) must be accompanied by an affidavit containing

  • (a) the name and address of the applicant,

  • (b) the name and address for service of the entity, if the applicant is an entity, and

  • (c) an undertaking that the basic list and any supplemental lists obtained pursuant to subsections (5) and (6) will not be used except as permitted under section 819,

  and, if the applicant is an entity, the affidavit shall be made by a director or an officer of the entity, or any person acting in a similar capacity.

• Marginal note:Entitlement to list

  (3) A shareholder or creditor of a bank holding company or their personal representative — or if the bank holding company is a distributing bank holding company, any person — is entitled to a basic list of shareholders of the bank holding company.

• Marginal note:Basic list

  (4) A basic list of shareholders of a bank holding company consists of a list of shareholders that is made up to a date not more than ten days before the receipt of the affidavit referred to in subsection (2) and that sets out

  • (a) the names of the shareholders of the bank holding company;

  • (b) the number of shares owned by each shareholder; and

  • (c) the address of each shareholder as shown in the records of the bank holding company.

• Marginal note:Supplemental lists

  (5) A person requiring a bank holding company to supply a basic list of shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the bank holding company or its agent, on payment of a reasonable fee, to provide supplemental lists of shareholders setting out any changes from the basic list in the names and addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date to which the basic list is made up.

• Marginal note:When supplemental lists to be furnished

  (6) A bank holding company or its agent shall provide a supplemental list of shareholders required under subsection (5)

  • (a) within ten days following the date the basic list is provided, where the information relates to changes that took place prior to that date; and

  • (b) within ten days following the day to which the supplemental list relates, where the information relates to changes that took place on or after the date the basic list was provided.

Marginal note:Option holders

818 A person requiring a bank holding company to supply a basic list or a supplemental list of shareholders may also require the bank holding company to include in that list the name and address of any known holder of an option or right to acquire shares of the bank holding company.

Marginal note:Use of shareholder list

819 A list of shareholders obtained under section 817 shall not be used by any person except in connection with

• (a) an effort to influence the voting of shareholders of the bank holding company;

• (b) an offer to acquire shares of the bank holding company; or

• (c) any other matter relating to the affairs of the bank holding company.

Marginal note:Form of records

• 820 (1) A register or other record required or authorized by this Part to be prepared and maintained by a bank holding company

  • (a) may be in a bound or loose-leaf form or in a photographic film form; or

  • (b) may be entered or recorded by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time.

• Marginal note:Conversion of records

  (2) Registers and records maintained in one form may be converted to any other form.

• Marginal note:Destruction of converted records

  (3) Notwithstanding section 823, a bank holding company may destroy any register or other record referred to in subsection (1) at any time after the register or other record has been converted to another form.

Marginal note:Protection of records

821 A bank holding company and its agents shall take reasonable precautions to

• (a) prevent loss or destruction of,

• (b) prevent falsification of entries in,

• (c) facilitate detection and correction of inaccuracies in, and

• (d) ensure that unauthorized persons do not have access to or use of information in

the registers and records required or authorized by this Part to be prepared and maintained.

Marginal note:Requirement to maintain copies and process information in Canada

• 822 (1) If the Superintendent is of the opinion that it is incompatible with the fulfilment of the Superintendent’s responsibilities under this Act for a bank holding company to maintain, in another country, copies of records referred to in section 815 or of its central securities register or for a bank holding company to process, in another country, information or data relating to the preparation and maintenance of those records or of its central securities register — or if the Superintendent is advised by the Minister that, in the opinion of the Minister, it is not in the national interest for a bank holding company to do any of those activities in another country — the Superintendent shall direct the bank holding company to not maintain those copies, or to not process the information or data, as the case may be, in that other country or to maintain those copies or to process the information or data only in Canada.

• Marginal note:Direction — immediate, direct, complete and ongoing access

  (1.1) Where a bank holding company referred to in subsection 816(1.1) or 828(3) maintains records referred to in section 815 or the central securities register at a place outside Canada, the Superintendent may, in the case referred to in paragraph (a), and shall, in the case referred to in paragraph (b), by order, direct the bank holding company to maintain a copy of those records or register at any place in Canada as the directors think fit

  • (a) if the Superintendent is of the opinion that he or she does not have immediate, direct, complete and ongoing access to those records or register; or

  • (b) if the Superintendent is advised by the Minister that the Minister is of the opinion that it is not in the national interest for the bank holding company not to maintain a copy of those records or register at any place in Canada.

• Marginal note:Bank holding company to comply

  (2) A bank holding company shall without delay comply with any order issued under subsection (1) or (1.1).

Marginal note:Retention of records

823 A bank holding company shall retain

• (a) the records of the bank holding company referred to in subsection 815(1);

• (b) any record of the bank holding company referred to in paragraph 815(2)(a) or (b); and

• (c) the central securities register referred to in subsection 825(1).

Marginal note:Regulations

824 The Governor in Council may make regulations respecting the records, papers and documents to be retained by a bank holding company, including the length of time those records, papers and documents are to be retained, and what constitutes immediate, direct, complete and ongoing access, for the purpose of paragraph 822(1.1)(a).

Securities Registers

Marginal note:Central securities register

• 825 (1) A bank holding company shall maintain a central securities register in which it shall record the securities, within the meaning of section 81, issued by it in registered form, showing in respect of each class or series of securities

  • (a) the names, alphabetically arranged, and latest known addresses of the persons who are security holders, and the names and latest known addresses of the persons who have been security holders;

  • (b) the number of securities held by each security holder; and

  • (c) the date and particulars of the issue and transfer of each security.

• Marginal note:Existing and continued bank holding companies

  (2) For the purposes of subsection (1), “central securities register” includes similar registers required by law to be maintained by a body corporate continued, or amalgamated and continued, as a bank holding company under this Part before the continuance, or amalgamation, as the case may be.

• Marginal note:Access to central securities register

  (3) Shareholders and creditors of a bank holding company and their personal representatives may examine the central securities register during the usual business hours of the bank holding company and may take extracts from it free of charge or have copies of it made on payment of a reasonable fee. If the bank holding company is a distributing bank holding company, any other person may on payment of a reasonable fee examine the central securities register during the usual business hours of the bank holding company and take extracts from it or have copies of it made.

• Marginal note:Electronic access

  (4) The bank holding company may make the information contained in the central securities register available by any mechanical or electronic data processing system or other information storage device that is capable of reproducing it in intelligible written form within a reasonable time.

• Marginal note:Affidavit and undertaking

  (5) A person who wishes to examine the central securities register, take extracts from it or have copies of it made shall provide the bank holding company with an affidavit containing their name and address — or if they are an entity, the name and address for service of the entity — and with an undertaking that the information contained in the register will not be used except in the same way as a list of shareholders may be used under section 819. In the case of an entity, the affidavit is to be sworn by a director or officer of the entity or a person acting in a similar capacity.

• Marginal note:Supplemental information

  (6) A person who wishes to examine a central securities register, take extracts from it or have copies of it made may on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the bank holding company or its agent to provide supplementary information setting out any changes made to the register.

• Marginal note:When supplementary information to be provided

  (7) A bank holding company or its agent shall provide the supplementary information within

  • (a) 10 days after the day on which the central securities register is examined if the changes take place before that day; and

  • (b) 10 days after the day to which the supplementary information relates if the changes take place on or after the day on which the central securities register is examined.