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

Marginal note:Resignation

• 11 (1) The resignation of a director becomes effective at the time the Board receives a written resignation or at the time specified in the resignation, whichever is later.

• Marginal note:Copy of resignation

  (2) The Board shall send a copy of a director’s resignation to the Clerk of the Privy Council within 15 days after receiving it.

Chairperson

Marginal note:Chairperson

• 12 (1) The Governor in Council shall, on the recommendation of the Minister made after the Minister has consulted with the board of directors and the appropriate provincial Ministers of the participating provinces, designate one of the directors as Chairperson to hold office during good behaviour for such term as the Governor in Council deems appropriate.

• Marginal note:Removal

  (2) The Governor in Council may remove the Chairperson for cause.

• Marginal note:Presiding at meetings

  (3) The Chairperson shall preside at all meetings of the board of directors and may exercise such powers and perform such duties and functions as are specified by the board of directors.

• Marginal note:Replacement of Chairperson

  (4) Where the Chairperson is absent at any meeting of the board of directors, one of the directors present who is chosen to so act by the directors present shall preside and have all the powers, duties and functions of the Chairperson.

• Marginal note:Remuneration of Chairperson

  (5) The Chairperson is entitled to receive from the Board such remuneration and benefits as may be fixed by the by-laws, which remuneration and benefits shall be fixed having regard to the remuneration and benefits received by persons having similar responsibilities and engaged in similar activities.

Officers

Marginal note:Appointment of officers

• 13 (1) The board of directors may, subject to the by-laws, designate the offices of the Board, appoint officers of the Board and specify their duties.

• Marginal note:Directors not officers

  (2) A director is not eligible to be appointed an officer of the Board.

• Marginal note:Two or more offices

  (3) A person may hold two or more offices of the Board.

Duty of Care

Marginal note:Duty of care

• 14 (1) Every director and officer of the Board in exercising any of the powers of a director or an officer and in discharging any of the duties of a director or an officer shall

  • (a) act honestly and in good faith with a view to the best interests of the Board; and

  • (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

• Marginal note:Special knowledge or skill

  (2) A director or officer of the Board who in fact possesses, or by reason of profession or business ought to possess, a particular level of knowledge or skill relevant to the director’s or officer’s powers or duties shall employ that particular level of knowledge or skill in the exercise of those powers or the discharge of those duties.

• Marginal note:Reliance on statements

  (3) A director or an officer of the Board is deemed to comply with subsections (1) and (2) if they rely in good faith on

  • (a) financial statements of the Board represented by an officer of the Board, or represented in a written report of the Board’s auditor, to be a fair reflection of the financial condition of the Board; or

  • (b) a report of an accountant, lawyer, notary or other professional person whose profession lends credibility to a statement made by the person.

Marginal note:Duty to comply

• 15 (1) Every director, officer and employee of the Board shall comply with this Act and the by-laws.

• Marginal note:No exculpation

  (2) No provision in any contract, in any resolution of the Board or in the by-laws relieves any director, officer or employee of the Board from the duty to act in accordance with this Act or relieves a director, officer or employee from liability for a breach of the Act.

Indemnification

Marginal note:Indemnification

• 16 (1) Except in respect of an action by or on behalf of the Board to procure a judgment in its favour, the Board may indemnify a director or officer of the Board, a former director or officer of the Board, or any person who acts or acted at the Board’s request as a director or officer of an entity of which the Board is or was a shareholder or in which the Board has or had a financial interest, against all costs and expenses reasonably incurred by the person, including amounts paid in settlement or to satisfy a judgment, in respect of any civil, criminal or administrative action or proceeding to which the person is made a party by reason of being or having been such a person, if

  • (a) the person acted honestly and in good faith with a view to the best interests of the Board or the entity; and

  • (b) in the case of a criminal or administrative action or proceeding enforced by a monetary penalty, the person had reasonable grounds for believing that the impugned conduct was lawful.

• Marginal note:Indemnification in derivative action

  (2) The Board may, with the approval of a court, indemnify a person referred to in subsection (1), in respect of an action by or on behalf of the Board or an entity referred to in that subsection to procure a judgment in its favour to which the person is made a party by reason of being or having been a director or an officer of the Board or entity, against all costs and expenses reasonably incurred by the person, including an amount paid in settlement or to satisfy a judgment, in respect of that action if the person fulfils the conditions set out in paragraphs (1)(a) and (b).

• Marginal note:Right to indemnity

  (3) Notwithstanding the other subsections of this section, a person referred to in subsection (1) is entitled to indemnity from the Board in respect of all costs and expenses, including an amount paid in settlement or to satisfy a judgment, reasonably incurred by the person in respect of the defence of any civil, criminal or administrative action or proceeding to which the person is made a party by reason of being or having been a director or an officer of the Board or of an entity referred to in that subsection, if the person seeking indemnity

  • (a) was substantially successful on the merits in the defence of the action or proceeding; and

  • (b) fulfils the conditions set out in paragraphs (1)(a) and (b).

• Marginal note:Personal representatives

  (4) Where the Board could indemnify a person under any of subsections (1) to (3), the Board may to the same extent indemnify the heirs or personal representatives of the person.

• Definition of proceeding

  (5) For the purposes of this section, proceeding includes an investigation that

  • (a) pertains to the administration or enforcement of an Act of Parliament or of the legislature of a province;

  • (b) is authorized by or pursuant to an Act of Parliament or of the legislature of a province; or

  • (c) is within a class of investigations prescribed in the regulations.

Marginal note:Directors’ and officers’ insurance

17 The Board may purchase and maintain insurance for the benefit of any person referred to in subsection 16(1) and the personal representatives of that person against any liability incurred by the person

• (a) in the capacity of a director or officer of the Board, except where the liability relates to a failure to act honestly and in good faith with a view to the best interests of the Board; or

• (b) in the capacity of a director or officer of another entity where the person acts or acted in that capacity at the Board’s request, except where the liability relates to a failure to act honestly and in good faith with a view to the best interests of the entity.

Marginal note:Application to court for indemnification

• 18 (1) A court may order an indemnity under section 16 on the application of the Board or a person referred to in subsection 16(1) or (4) and may make any further order that it thinks fit.

• Marginal note:Notice of application

  (2) Where an application is made for an order under subsection (1), the court may order notice to be given to any interested person, and that person is entitled to appear and be heard in person or by counsel.

Meetings

Marginal note:Resolution in lieu of meeting

• 19 (1) A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of the board of directors or of one of its committees, is as valid as if it had been passed at a meeting of the board of directors or of one of its committees.

• Marginal note:Filing resolution

  (2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the board of directors or its committees.

Marginal note:Participation by telephone

20 A director may, subject to the by-laws, participate in a meeting of the board of directors or of one of its committees by means of any telephone or other communications facilities that permit all persons participating in the meeting to communicate with each other, and a director who participates in that way is deemed for the purposes of this Act to be present at the meeting.

Marginal note:Dissent

• 21 (1) A director who is present at a meeting of the board of directors or of one of its committees is deemed to have consented to any resolution passed or action taken at the meeting unless

  • (a) the director’s dissent is entered in the minutes of the meeting or the director requests that the director’s dissent be entered in the minutes of the meeting;

  • (b) the director sends a written dissent to the secretary of the meeting before the meeting is adjourned; or

  • (c) the director sends a dissent by registered mail or delivers it to the head office of the Board immediately after the meeting is adjourned.

• Marginal note:Loss of right to dissent

  (2) A director who votes for or consents to a resolution is not entitled to dissent under subsection (1).

• Marginal note:Dissent of absent director

  (3) A director who was not present at a meeting at which a resolution was passed or an action was taken is deemed to have consented to the resolution or the action unless, within seven days after becoming aware of the resolution or the action, the director

  • (a) causes a dissent to be placed with the minutes of the meeting; or

  • (b) sends a dissent by registered mail or delivers it to the head office of the Board.

Conflicts of Interest

Marginal note:Disclosure of director’s interest

• 22 (1) A director or officer of the Board shall disclose in writing to the Board or request to have entered in the minutes of a meeting of the board of directors or one of its committees the nature and extent of the director’s or officer’s interest

  • (a) as a party to a transaction or proposed transaction with the Board; or

  • (b) as a director or an officer of any entity that is a party to a transaction or proposed transaction with the Board or as a person who holds a material interest in any such entity.

• Marginal note:Time of disclosure for director

  (2) The disclosure must be made, in the case of a director,

  • (a) at the meeting at which a proposed transaction is first considered;

  • (b) if the director was not at the time of that meeting interested in a proposed transaction, at the first meeting after the director becomes so interested;

  • (c) if the director becomes interested after a transaction is made, at the first meeting after the director becomes so interested; or

  • (d) if a person who is interested in a transaction later becomes a director, at the first meeting after the person becomes a director.

• Marginal note:Time of disclosure for officer

  (3) The disclosure must be made, in the case of an officer,

  • (a) without delay after the officer becomes aware that the transaction or proposed transaction is to be considered or has been considered at a meeting of the board of directors or one of its committees;

  • (b) if the officer becomes interested after a transaction is made, without delay after the officer becomes so interested; or

  • (c) if a person who is interested in a transaction later becomes an officer, without delay after the person becomes an officer.

• Marginal note:Time of disclosure for director or officer

  (4) If a transaction or proposed transaction is one that, in the ordinary course of the Board’s business, would not require approval by the board of directors, a director or officer shall disclose in writing to the Board or request to have entered in the minutes of a meeting of the board of directors or one of its committees the nature and extent of the interest of the director or officer without delay after the director or officer becomes aware of the transaction or proposed transaction.

• Marginal note:Voting

  (5) A director referred to in subsection (1) shall not vote on a resolution or participate in a discussion to approve the transaction mentioned in that subsection unless the transaction is

  • (a) one relating primarily to the director’s remuneration as a director of the Board or one of its subsidiaries;

  • (b) one for indemnity or insurance under section 16 or 17; or

  • (c) one with a subsidiary.

• Marginal note:Continuing disclosure

  (6) For the purposes of this section, a general notice to the board of directors or to one of its committees by a director or officer, declaring that the director or officer is a director or officer of, or has a material interest in, an entity and is to be regarded as interested in any transaction made with that entity, is a sufficient declaration of interest in relation to any transaction so made.

• Marginal note:Avoidance standards

  (7) A transaction between the Board and one or more of its directors or officers, or between the Board and another entity of which a director or officer of the Board is a director or officer or in which a director or officer of the Board has a material interest, is neither void nor voidable by reason only of that relationship or by reason only that a director with an interest in the transaction is present at or is counted to determine the presence of a quorum at a meeting of the board of directors or on one its committees that authorized the transaction, if

  • (a) the director or officer disclosed the interest in accordance with subsection (2), (3), (4) or (6), as the case may be;

  • (b) the transaction was approved by the directors; and

  • (c) the transaction was reasonable and fair to the Board at the time it was approved.

• Marginal note:Application to court

  (8) Where a director or officer of the Board fails to disclose an interest in a transaction in accordance with this section, a court may, on the application of the Board, set aside the transaction on any terms that it thinks fit.

• Meaning of transaction

  (9) In this section, transaction includes a contract, a guarantee and an investment.

General

Marginal note:No constructive notice

23 No person dealing with the Board or with any person who has acquired rights from the Board is 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 Board by reason only that the document is available at the head office of the Board or has been made public.

Marginal note:Validity of acts

24 An act of the Chairperson or other director of the Board, or of the chief executive officer or other officer of the Board, is not invalid by reason only of an irregularity in that person’s appointment or a defect in that person’s qualifications.