Canada Marine Act (S.C. 1998, c. 10)

Annual Meeting

Marginal note:Meeting open to public

• 83 (1) A not-for-profit corporation shall each year hold a meeting that is open to the public in each city mentioned in the agreement, in premises large enough to accommodate the anticipated attendance, to inform the public about its activities in respect of the operation of the Seaway.

• Marginal note:Notice of meeting

  (2) The not-for-profit corporation shall, at least thirty days before a meeting, have notice of the meeting published in a major newspaper published or distributed in each city mentioned in the agreement, setting out the time and location of the meeting and specifying that the financial statements relating to the operation of the Seaway are available to the public at its principal place of business.

• Marginal note:Availability to public

  (3) The not-for-profit corporation shall ensure, at each meeting,

  • (a) that there are available a sufficient number of copies of the most recent audited annual financial statements relating to the operation of the Seaway for the persons present at the meeting; and

  • (b) that its chief executive officer and directors are available to answer questions about the operation of the Seaway posed by the persons present at the meeting.

Financial Management

Marginal note:Public to get financial statements

• 84 (1) A not-for-profit corporation shall make available for inspection by the public, at its principal place of business during normal business hours at least thirty days before the meeting, its audited annual financial statements that deal with its activities in respect of the operation of the Seaway for the preceding fiscal year.

• Marginal note:Contents

  (2) The financial statements shall be prepared in accordance with generally accepted accounting principles and consist of at least the following:

  • (a) a balance sheet;

  • (b) a statement of retained earnings;

  • (c) an income statement; and

  • (d) a statement of changes in financial position.

• Marginal note:Remuneration

  (3) The total remuneration that each director or officer receives in a year from the corporation, including any fee, allowance or other benefit, shall be set out in the annual financial statements for that year.

• Marginal note:Regulations

  (4) The Governor in Council may make regulations in respect of the preparation, form and content of the documents referred to in paragraphs (2)(a) to (d) and the information referred to in subsection (3).

Marginal note:Books and systems

• 85 (1) A not-for-profit corporation shall, in respect of its activities in respect of the operation of the Seaway, ensure that

  • (a) books of account and accounting records are kept; and

  • (b) financial and management control and information systems and management practices are maintained.

• Marginal note:Keeping of books

  (2) The books, records, systems and practices shall be kept and maintained in a manner that will provide reasonable assurance that

  • (a) the assets of the Seaway managed by the corporation are safeguarded and controlled;

  • (b) the transactions of the corporation in relation to the Seaway are in accordance with this Part; and

  • (c) the financial, human and physical resources of the corporation in relation to the Seaway are managed economically and efficiently and the operations of the Seaway are carried out effectively.

Marginal note:Audit

86 The Minister may appoint an auditor to audit the books of account and accounting records referred to in subsection 85(1) to ensure compliance with the agreement.

Special Examinations

Marginal note:Special examinations

• 87 (1) A not-for-profit corporation shall have a special examination carried out to determine whether the books, records, systems and practices referred to in subsection 85(1) were, in the period under examination, maintained in a manner that provided reasonable assurance that they met the requirements of subsection 85(2).

• Marginal note:Time for examination

  (2) A special examination shall be carried out at least once every five years and at any additional times that the Minister may require.

• Marginal note:Plan

  (3) Before beginning a special examination, the examiner shall survey the systems and practices of the corporation in relation to the operation of the Seaway and submit a plan for the examination, including a statement of the criteria to be applied, to the corporation and, in the case where the Minister has required the special examination to be carried out, to the Minister.

• Marginal note:Resolution of disagreements

  (4) Any disagreement between the examiner and the corporation with respect to the plan is to be resolved by the Minister.

• Marginal note:Reliance on internal audit

  (5) The examiner shall, to the extent the examiner considers it feasible, rely on an internal audit carried out by the corporation in relation to the operation of the Seaway.

Marginal note:Report

• 88 (1) The examiner shall, on completion of the special examination, submit a report of the findings to the Minister and to the corporation.

• Marginal note:Contents

  (2) The examiner’s report shall include

  • (a) a statement as to whether in the examiner’s opinion, with respect to the criteria established under subsection 87(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:Notice of report

  (3) A not-for-profit corporation shall, as soon as is practicable after receiving the report, have notice of the report published in a major newspaper published or distributed in each city mentioned in the agreement.

• Marginal note:Report available to public

  (4) The corporation shall make the report available for inspection by the public at its principal place of business during normal business hours.

Marginal note:Examiner — other qualified auditor

89 Where, in the opinion of the Minister, someone other than the special examiner chosen by a not-for-profit corporation should carry out a special examination, the Minister may, after consulting with the corporation, appoint another auditor and may, after again consulting with the corporation, remove that auditor at any time.

Property

Marginal note:Federal Real Property and Federal Immovables Act

90 For the purposes of the Federal Real Property and Federal Immovables Act, the Minister or other member of the Queen’s Privy Council for Canada to whom any federal real property or federal immovable is transferred under subsection 80(1) or (2) has the administration of that property.

Marginal note:Powers re property of Her Majesty

• 91 (1) Where an agreement entered into under subsection 80(5) so provides, the person who has entered into the agreement

  • (a) need not pay compensation in respect of the use of the property that is owned by Her Majesty and managed by the person;

  • (b) may, notwithstanding the Financial Administration Act, retain and use the revenue received in respect of the property for the purpose of operating the Seaway;

  • (c) may lease the property under the person’s management and grant licences in respect of it;

  • (d) shall undertake and defend any legal proceedings with respect to the management of the property; and

  • (e) shall discharge all obligations with respect to the management of the property.

• Marginal note:Legal proceedings

  (2) A civil, criminal or administrative action or proceeding with respect to any federal real property or federal immovable that a person who has entered into an agreement under subsection 80(5) manages, or any property that the person holds, or with respect to any act or omission occurring on the property, shall be taken by or against the person and not the Crown.

• Marginal note:Federal Real Property and Federal Immovables Act does not apply

  (3) The Federal Real Property and Federal Immovables Act, other than section 12, does not apply to a lease or licence referred to in paragraph (1)(c).

• Marginal note:Application of provincial law

  (4) A lease or licence may be effected by any instrument by which real property or immovables may be leased or a licence may be granted by a private person under the laws in force in the province in which the property is situated.

• Marginal note:No pledge of property

  (5) A person who has entered into an agreement under subsection 80(5) may not mortgage, hypothecate, pledge or otherwise create a security interest in the property the person manages under that agreement in any way other than, where the agreement so provides, to pledge its revenues for the term of the agreement.

Fees

Marginal note:Fees

• 92 (1) Where an agreement under subsection 80(5) so provides and subject to subsection (2), the person who has entered into the agreement may fix fees that

  • (a) are for the use of any property under the person’s management, any service that the person provides or any right or privilege that the person confers; and

  • (b) take into account the obligations of the person under the agreement and the aim to provide a revenue sufficient to cover the costs of the management, maintenance and operation of the property and the maintenance of a capital and operating reserve fund.

• Marginal note:Fees by international agreement

  (2) Where an agreement in respect of fees is entered into by Canada and the United States and is in force, the person who has entered into an agreement under subsection 80(5) shall charge the fees fixed under the international agreement in accordance with the directions of the Governor in Council.

• Marginal note:Coming into force of fees

  (3) The tariffs of tolls established by the Authority under section 16 of the St. Lawrence Seaway Authority Act continue in force until they are repealed by the person who has entered into an agreement under subsection 80(5) and no fee fixed by the person under subsection (1) shall come into force until that repeal.

Marginal note:Discrimination among users

• 93 (1) A person who has entered into an agreement under subsection 80(5) shall not unjustly discriminate among users or classes of users of the Seaway, give an undue or unreasonable preference to any user or class of user or subject any user or class of user to an undue or unreasonable disadvantage with respect to the Seaway.

• Marginal note:Exception re commercially acceptable discrimination

  (2) It is not unjust discrimination and it is not an undue nor an unreasonable preference or disadvantage to differentiate among users or classes of users on the basis of the volume or value of goods shipped or on any other basis that is generally commercially accepted.

Marginal note:Notice of fees

• 94 (1) A notice setting out the fees fixed under subsection 92(1) shall be filed with the Agency and the fees may be charged from the date of filing.

• Marginal note:Complaints

  (2) Any interested person may at any time file a complaint with the Agency that there is unjust discrimination in a fee referred to in subsection (1), and the Agency shall consider the complaint without delay and report its findings to the Minister or to the person who fixed the fee, as the case may be, and they shall govern themselves accordingly.

• Marginal note:Governor in Council may vary or rescind

  (3) Section 40 of the Canada Transportation Act applies, with such modifications as the circumstances require, to every report of the Agency made under subsection (2) as if the report were a decision made pursuant to that Act.