Bank Act (S.C. 1991, c. 46)

Marginal note:Multiple approval — other approvals

973.05 The Minister or the Superintendent may grant more than one approval, other than letters patent, in a single instrument if he or she considers it appropriate to do so, and if the Minister or Superintendent does so, he or she may specify different effective dates for each of the approvals.

Marginal note:Exemption in relation to notices of intention

973.06 The Superintendent may, on application, exempt an applicant or applicants from the provisions of this Act respecting the publication of a notice of intention in respect of applications for approvals and impose any terms and conditions respecting the publication of the notice of intention that he or she considers appropriate.

Exceptions to Generally Accepted Accounting Principles

Marginal note:Calculations — generally accepted accounting principles

• 973.07 (1) If, as a result of a change to the accounting principles referred to in subsections 308(4) and 840(4) — whether the change is made before or after this section comes into force — the Superintendent considers, given any prudential considerations that he or she considers relevant, that any amount, calculation or valuation under this Act or the regulations is not appropriate, the Superintendent may specify the amount that is to be used or the calculation or valuation that is to be performed instead.

• Marginal note:Canada Gazette

  (2) The Superintendent shall cause a notice of the specification to be published in the Canada Gazette within 60 days after the day on which the specification has effect.

• Marginal note:Five-year limit

  (3) The specification ceases to have effect on the day indicated in the notice, which may be no later than five years after the day on which the specification is made.

Short-term Exemption Order

Marginal note:Short-term exemption order

• 973.1 (1) Despite sections 378.1 and 378.2, paragraph 522.32(2)(b), subsection 522.32(4), paragraphs 522.32(7)(c) and (d) and sections 524.1, 524.2, 885 and 886, the Minister may, by order, provide that any of those provisions do not apply in respect of a person specified in the order for a period of up to twelve months, subject to any terms and conditions that the Minister considers appropriate.

• Marginal note:Restriction

  (2) If section 516 or 517 applies in respect of a foreign bank or an entity associated with a foreign bank, the Minister may only make an order under subsection (1) to the extent that the aggregate of the period that applied under that section and the period specified in the order under subsection (1) does not exceed twelve months.

Orders to Exempt or Adapt

Marginal note:Order

• 973.2 (1) On the recommendation of the Minister, the Governor in Council may, by order,

  • (a) provide that any provision of this Act or the regulations shall not apply to a bank, to Her Majesty in right of Canada or an agent or agency of Her Majesty or to any other person otherwise subject to the provision; and

  • (b) provide that any provision of this Act or the regulations applies to a bank, to Her Majesty in right of Canada or Her Majesty’s agent or agency or to any other person subject to the provision only in the manner and to the extent provided for in the order, and adapt the provision for the purposes of that application.

• Marginal note:Minister’s recommendation

  (2) The Minister may make a recommendation under subsection (1) only if the Minister

  • (a) is of the opinion that the order would relate to

    • (i) the acquisition, holding, sale or other disposition of, or other dealing with, shares of a bank by, or the transfer or issue of shares of a bank to, Her Majesty in right of Canada or Her Majesty’s agent or agency, or

    • (ii) the management of the business and affairs or the regulation and supervision of a bank during the time that Her Majesty or Her Majesty’s agent or agency is acquiring, holding, selling or otherwise disposing of, or otherwise dealing with, shares of the bank, or during the time that shares of the bank are transferred or issued to Her Majesty or Her Majesty’s agent or agency; and

  • (b) is of the opinion — after considering measures other than an order under that subsection and after consulting with the Superintendent, the Governor of the Bank of Canada and the Chief Executive Officer of the Canada Deposit Insurance Corporation — that the order will promote the stability of the financial system in Canada.

• Marginal note:Terms and conditions

  (3) On the recommendation of the Minister, the Governor in Council may, by order, impose any terms and conditions relating to the acquisition of shares of a bank by, or transfer or issue of shares of a bank to, Her Majesty in right of Canada or Her Majesty’s agent or agency.

• Marginal note:Repeal of order under subsection (1)

  (4) The Minister may recommend the repeal of an order made under subsection (1) without regard to subsection (2).

• Marginal note:Terms, conditions and undertakings

  (5) From the time that Her Majesty in right of Canada or an agent or agency of Her Majesty acquires shares of a bank to the time that the shares are sold or otherwise disposed of, the Minister may, by order, impose any terms and conditions on — or require any undertaking from — the bank that the Minister considers appropriate, including any terms and conditions or undertakings relating to

  • (a) the remuneration of the bank’s senior officers, as defined in section 646.1, and directors;

  • (b) the appointment or removal of the bank’s senior officers, as defined in section 646.1, and directors;

  • (c) the payment of dividends by the bank; and

  • (d) the bank’s lending policies and practices.

• Marginal note:Acquisition

  (6) Despite Part X of the Financial Administration Act, the Minister or an agent or agency of Her Majesty in right of Canada may, on any terms and conditions imposed under subsection (3), acquire and hold shares of a bank on behalf of or in trust for Her Majesty if, as a result of an order under subsection (1), the bank may record in its securities register or members register, as the case may be, the transfer or issue of shares to Her Majesty or an agent or agency of Her Majesty.

• Marginal note:Payment out of C.R.F.

  (7) On the requisition of the Minister, there may be paid out of the Consolidated Revenue Fund the amount that the Minister or an agent or agency of Her Majesty in right of Canada is required to pay for the acquisition of shares under subsection (6) and any costs and expenses incurred in connection with the acquisition, holding, sale or other disposition of, or other dealing with, the shares.

• Marginal note:Registration of shares

  (8) Shares acquired under subsection (6) by the Minister or an agent or agency of Her Majesty in right of Canada are to be registered in the name of the Minister, agent or agency, as the case may be, in the bank’s securities register or members register, as the case may be, if they are capable of being registered in it, and they are to be held by the Minister, agent or agency, as the case may be, on behalf of or in trust for Her Majesty.

• Marginal note:Disposition by Minister

  (9) The Minister may, at any time, sell or otherwise dispose of shares acquired under subsection (6). The Surplus Crown Assets Act and section 61 of the Financial Administration Act do not apply to the sale or disposition.

• Marginal note:Disposition by agent or agency

  (10) An agent or agency of Her Majesty in right of Canada — at the request of the Minister, which may be made at any time — shall sell or otherwise dispose of shares acquired under subsection (6). The Surplus Crown Assets Act and section 61 of the Financial Administration Act do not apply to the sale or disposition.

• Marginal note:Consideration by Minister

  (11) If the Minister or an agent or agency of Her Majesty in right of Canada is holding shares of a bank on behalf of or in trust for Her Majesty on the day that is two years after the day on which the shares were acquired, the Minister shall consider whether holding the shares continues to promote the stability of the financial system in Canada.

• Marginal note:Mandatory disposition

  (12) If the Minister, under subsection (11), considers that holding shares acquired under subsection (6) no longer continues to promote the stability of the financial system in Canada, the Minister — or, at the request of the Minister, the agent or agency of Her Majesty in right of Canada — shall take the measures that the Minister considers practicable in the circumstances to sell or otherwise dispose of the shares. The Surplus Crown Assets Act and section 61 of the Financial Administration Act do not apply to the sale or disposition.

• Marginal note:Not a Crown corporation

  (13) Even if the acquisition of a bank’s shares under subsection (6) would otherwise cause the bank to be a Crown corporation, as defined in subsection 83(1) of the Financial Administration Act, the bank is not a Crown corporation for the purposes of that Act.

• Marginal note:Statutory Instruments Act

  (14) The Statutory Instruments Act does not apply to an order made under this section.

• Definition of shares

  (15) For the purposes of this section, shares includes membership shares and any conversion or exchange privilege, option or right to acquire shares.

• Marginal note:Bank holding company

  (16) For the purposes of this section, a reference to a “bank” includes a reference to a “bank holding company”, and the references to “section 646.1” in paragraphs (5)(a) and (b) are to be read, in relation to a bank holding company, as references to “section 962”.

Orders and Directives

Marginal note:Not statutory instruments

974 An instrument issued or made under this Act and directed to a single bank, bank holding company, authorized foreign bank or person, other than a regulation made under paragraph 627.998(o) or (p) or an order referred to in section 499, is not a statutory instrument for the purposes of the Statutory Instruments Act.

Marginal note:Form

975 The Superintendent may, by order, establish the form of any application to be made to the Minister or the Superintendent under this Act.

Applications to Superintendent

Marginal note:Content of applications

• 976 (1) The following applications to the Superintendent must contain the information, material and evidence that the Superintendent may require:

  • (a) applications for approval under subsection 65(1), 72(2), 75(4), 79(5), 79.1(2), 80(1), 170(1), 192.03(6), 217(3), 421(1), 468(6) or (11), 471(1) or (2) or 482(1), subparagraph 487(2)(a)(vi), section 490 or subsection 494(3) or (4), 495.3(1), 553.1(1), 709(1), 716(2), 718(4), 723(1), 758(1), 924(1), 930(6) or (11), 933(1) or 944(1);

  • (b) applications for consent under subsection 71(1) or 715(1);

  • (c) applications for exemptions under subsection 156.05(3); and

  • (d) applications for extensions of time under subsection 471(3) or (5), 472(4), 473(4), 933(2) or (4), 934(3) or 935(3).

• Marginal note:Receipt

  (2) Without delay after receiving the application, the Superintendent shall send a receipt to the applicant certifying the date on which it was received.

• Marginal note:Notice of decision to applicant

  (3) Subject to subsection (4), the Superintendent shall, within a period of thirty days after the receipt of the application, send to the applicant

  • (a) a notice approving the application, subject to any terms and conditions that the Superintendent considers appropriate; or

  • (b) if the Superintendent is not satisfied that it should be approved, a notice to that effect.

• Marginal note:Extension of period

  (4) If the Superintendent is unable to complete the consideration of the application within the period referred to in subsection (3), the Superintendent shall, within that period, send a notice to the applicant informing the applicant that the Superintendent has extended the period for a further period set out in the notice.

• Marginal note:Deemed approval

  (5) If the applicant does not receive the notice required by subsection (3) and, where applicable, subsection (4), within the required period, the Superintendent is deemed to have approved the application and granted the approval, consent, extension or exemption to which the application relates, regardless of whether the approval, consent, extension or exemption is to be in writing or not.

Applications for Certain Approvals

Marginal note:Application for certain approvals

• 976.1 (1) An application for the prior written approval of the Minister in respect of any of the following provisions must be filed with the Superintendent and contain the information, material and evidence that the Superintendent may require:

  • (a) paragraphs 410(1)(c) and (c.1);

  • (b) paragraphs 468(5)(b.1), (c), (d) and (d.1);

  • (c) paragraphs 522.22(1)(c), (d) and (d.1);

  • (d) paragraphs 539(1)(b.1) and (b.2); and

  • (e) paragraphs 930(5)(b.1), (c), (d) and (d.1).

• Marginal note:Certification of receipt of application

  (2) If, in the opinion of the Superintendent, the application contains all the required information, the Superintendent must refer it to the Minister, together with his or her analysis in relation to the application, and send a receipt to the applicant certifying the date on which the application was referred to the Minister.

• Marginal note:Incomplete application

  (3) If, in the opinion of the Superintendent, the application is incomplete, the Superintendent must send a notice to the applicant specifying the information required by the Superintendent to complete it.

• Marginal note:Notice of decision

  (4) Subject to subsection (5), the Minister must, within 30 days after the certified date referred to in subsection (2), send to the applicant

  • (a) a notice approving the application; or

  • (b) if the Minister is not satisfied that the application should be approved, a notice to that effect.

• Marginal note:Extension of period

  (5) If the Minister is unable to complete the consideration of an application within the 30-day period, the Minister must, within that period, send a notice to the applicant informing the applicant that the Minister has extended the period for a further period set out in the notice.

• Marginal note:Deemed approval

  (6) If the Minister does not send the notice referred to in subsection (4) or, where applicable, subsection (5), within the required period, the Minister is deemed to have approved the application.

Appeals

Marginal note:Appeal to Federal Court

• 977 (1) An appeal lies to the Federal Court from any direction of the Minister made under subsection 401.2(7), 402(1), 913(7) or 915(1).

• Marginal note:Powers

  (2) The Federal Court may, in an appeal under subsection (1),

  • (a) dismiss the appeal;

  • (b) set aside the direction or decision; or

  • (c) set aside the direction or decision and refer the matter back for re-determination.

• Marginal note:Certificate

  (3) For the purposes of an appeal under subsection (1), the Minister shall, at the request of the bank, bank holding company or person making the appeal, provide the bank, bank holding company or person with a certificate in writing setting out the direction or decision appealed from and the reasons why the direction or decision was made.