Short Title

Marginal note:Short title

1 This Act may be cited as the Financial Administration Act.

Interpretation

Marginal note:Definitions

2 In this Act,

appropriate Minister

ministre compétent

appropriate Minister means,

• (a) with respect to a department named in Schedule I, the Minister presiding over the department,

• (a.1) with respect to a division or branch of the public service of Canada set out in column I of Schedule I.1, the Minister set out in column II of that Schedule,

• (b) with respect to a commission under the Inquiries Act, the Minister designated by order of the Governor in Council as the appropriate Minister,

• (c) with respect to the Senate, the Speaker, with respect to the House of Commons, the Board of Internal Economy, and with respect to the Library of Parliament, the Speakers of the Senate and the House of Commons,

• (c.1) with respect to a departmental corporation, the Minister designated by order of the Governor in Council as the appropriate Minister, and

• (d) with respect to a Crown corporation, the appropriate Minister as defined in subsection 83(1); (ministre compétent)

appropriation

crédit

appropriation means any authority of Parliament to pay money out of the Consolidated Revenue Fund; (crédit)

Auditor General of Canada

vérificateur général

Auditor General of Canada means the officer appointed pursuant to subsection 3(1) of the Auditor General Act; (vérificateur général)

authorized agent

agent agréé

authorized agent means any person authorized by the Minister to accept subscriptions for or make sales of securities; (agent agréé)

Consolidated Revenue Fund

Trésor

Consolidated Revenue Fund means the aggregate of all public moneys that are on deposit at the credit of the Receiver General; (Trésor)

Crown corporation

société d’État

Crown corporation has the meaning assigned by subsection 83(1); (société d’État)

department

ministère

department means

• (a) any of the departments named in Schedule I,

• (a.1) any of the divisions or branches of the public service of Canada set out in column I of Schedule I.1,

• (b) a commission under the Inquiries Act that is designated by order of the Governor in Council as a department for the purposes of this Act,

• (c) the staffs of the Senate, the House of Commons and the Library of Parliament, and

• (d) any departmental corporation; (ministère)

departmental corporation

établissement public

departmental corporation means a corporation named in Schedule II; (établissement public)

fiscal agent

agent financier

fiscal agent means a fiscal agent appointed under Part IV and includes the Bank of Canada; (agent financier)

fiscal year

exercice

fiscal year means the period beginning on April 1 in one year and ending on March 31 in the next year; (exercice)

Minister

ministre

Minister means the Minister of Finance; (ministre)

money

fonds

money includes negotiable instruments; (fonds)

negotiable instrument

effet de commerce

negotiable instrument includes any cheque, draft, traveller’s cheque, bill of exchange, postal note, money order, postal remittance and any other similar instrument; (effet de commerce)

non-certificated security

valeur sans certificat

non-certificated security includes a security for which no certificate is issued and a certificated security held within a security clearing and settlement system in the custody of a custodian or nominee; (valeur sans certificat)

parent Crown corporation

société d’État mère

parent Crown corporation has the meaning assigned by subsection 83(1); (société d’État mère)

public money

fonds publics

public money means all money belonging to Canada received or collected by the Receiver General or any other public officer in his official capacity or any person authorized to receive or collect such money, and includes

• (a) duties and revenues of Canada,

• (b) money borrowed by Canada or received through the issue or sale of securities,

• (c) money received or collected for or on behalf of Canada, and

• (d) all money that is paid to or received or collected by a public officer under or pursuant to any Act, trust, treaty, undertaking or contract, and is to be disbursed for a purpose specified in or pursuant to that Act, trust, treaty, undertaking or contract; (fonds publics)

public officer

fonctionnaire public

public officer includes a minister of the Crown and any person employed in the public service of Canada; (fonctionnaire public)

public property

biens publics

public property means all property, other than money, belonging to Her Majesty in right of Canada; (biens publics)

registrar

agent comptable

registrar means a registrar appointed under Part IV and includes the Bank of Canada; (agent comptable)

securities

valeurs ou titres

securities means securities of Canada in certificated form or non-certificated securities of Canada, and includes bonds, notes, deposit certificates, non-interest bearing certificates, debentures, treasury bills, treasury notes and any other security representing part of the public debt of Canada; (valeurs ou titres)

security certificate

certificat de valeur

security certificate means a tangible certificate issued by or on behalf of Her Majesty representing part of the public debt of Canada; (certificat de valeur)

treasury bill

bon du Trésor

treasury bill means a bill in certificated form, or a non-certificated security, issued by or on behalf of Her Majesty for the payment of a principal sum specified in the bill to a named recipient or to a bearer at a date not later than twelve months after the date of issue of the bill; (bon du Trésor)

treasury note

billet du Trésor

treasury note means a note in certificated form, or a non-certificated security, issued by or on behalf of Her Majesty for the payment of a principal sum specified in the note to a named recipient or to a bearer at a date not later than twelve months after the date of issue of the note. (billet du Trésor)

Alteration of Schedules

Marginal note:Addition to Schedule I.1, II or III

• 3 (1) The Governor in Council may, by order,

  • (a) add to Schedule I.1 in column I thereof the name of any division or branch of the public service of Canada and in column II thereof opposite that name a reference to the appropriate Minister;

  • (a.1) add to Schedule II the name of any corporation established by an Act of Parliament that performs administrative, research, supervisory, advisory or regulatory functions of a governmental nature; and

  • (b) add to Part I or II of Schedule III the name of any parent Crown corporation.

• Marginal note:Alteration of Schedule I.1

  (1.1) The Governor in Council may, by order, amend Schedule I.1 by striking out the reference in column II thereof opposite the name of a division or branch of the public service of Canada in column I thereof and by substituting therefor another reference in column II thereof opposite that name.

• Marginal note:Idem

  (1.2) The Governor in Council may, by order, delete from Schedule I.1 the name of any division or branch of the public service of Canada that has been changed and shall thereupon add the new name of the division or branch to that Schedule.

• Marginal note:Idem

  (1.3) The Governor in Council may, by order, delete from Schedule I.1 the name of any division or branch of the public service of Canada that has ceased to exist, become part of another department or otherwise ceased to be a separate division or branch of the public service of Canada and the reference to the appropriate Minister.

• Marginal note:Alteration of Schedule II or III

  (2) The Governor in Council may, by order,

  • (a) delete from Schedule II the name of any corporation that has been changed and shall, by the same order, add the new name of the corporation to that Schedule; and

  • (b) delete from Part I or II of Schedule III the name of any parent Crown corporation that has been changed and shall, by the same order, add the new name of the corporation to that Part.

• Marginal note:Idem

  (3) The Governor in Council may, by order, delete from Part I or II of Schedule III the name of any parent Crown corporation that should appear in the other Part and shall, by the same order, add the name of that corporation to the other Part.

• Marginal note:Restriction

  (4) The name of a parent Crown corporation shall not be added to Schedule III, if the Governor in Council is satisfied that the corporation meets the criteria described in paragraph (1)(a.1).

• Marginal note:Idem

  (5) The name of a parent Crown corporation shall not be added to Part II of Schedule III, unless the Governor in Council is satisfied that

  • (a) the corporation

    • (i) operates in a competitive environment,

    • (ii) is not ordinarily dependent on appropriations for operating purposes, and

    • (iii) ordinarily earns a return on equity; and

  • (b) there is a reasonable expectation that the corporation will pay dividends.

• Marginal note:Deletion from Schedule II or III

  (6) The Governor in Council may, by order,

  • (a) delete from Schedule II the name of any corporation that has been dissolved or otherwise has ceased to be a corporation described in paragraph (1)(a.1); and

  • (b) delete from Part I or II of Schedule III the name of any corporation that has been dissolved or otherwise has ceased to be a parent Crown corporation.

Marginal note:Tabling order

• 4 (1) Every order made pursuant to subsection 3(3) that deletes the name of a corporation from Part I of Schedule III and adds it to Part II of that Schedule shall be laid before each House of Parliament within the first fifteen days on which that House is sitting after the order is made.

• Marginal note:Reference to committee

  (2) An order laid before a House of Parliament pursuant to subsection (1) stands referred to such committee of that House as may be designated or established by that House for the purpose.

• Marginal note:Delay

  (3) An order laid before a House of Parliament pursuant to subsection (1) shall come into force on the thirty-first sitting day after the order has been laid before both Houses of Parliament or on such later day as is specified in the order.

• Definition of sitting day

  (4) In this section, sitting day means a day on which either House of Parliament is sitting.

PART IOrganization

Treasury Board

Marginal note:Treasury Board

• 5 (1) There is hereby established a committee of the Queen’s Privy Council for Canada called the Treasury Board over which the President of the Treasury Board appointed by Commission under the Great Seal shall preside.

• Marginal note:Composition of committee

  (2) The Treasury Board shall, in addition to the President of the Treasury Board, consist of the Minister and four other members of the Queen’s Privy Council for Canada to be nominated from time to time by the Governor in Council.

• Marginal note:Alternate members

  (3) The Governor in Council may nominate such additional members of the Queen’s Privy Council for Canada as he sees fit to be alternates to serve in the place of members of the Treasury Board.

• Marginal note:Rules and procedures

  (4) Subject to this Act and any directions of the Governor in Council, the Treasury Board may determine its own rules and procedures.

Marginal note:Duties of President

• 6 (1) The President of the Treasury Board holds office during pleasure, shall preside over meetings of the Board and shall, in the intervals between meetings of the Board, exercise or perform such of the powers, duties or functions of the Board as the Board may, with the approval of the Governor in Council, determine.

• Marginal note:Secretary of the Treasury Board

  (2) The Governor in Council may appoint an officer called the Secretary of the Treasury Board to hold office during pleasure and to perform such duties and functions as may be assigned to him by the Treasury Board, and the Secretary of the Treasury Board shall rank as and have all the powers of a deputy head of a department.

• Marginal note:Comptroller General of Canada

  (3) The Governor in Council may appoint an officer called the Comptroller General of Canada to hold office during pleasure and to perform such duties and functions as may be assigned to him by the Treasury Board, and the Comptroller General of Canada shall rank as and have all the powers of a deputy head of a department.

• Marginal note:Officers and employees

  (4) Such other officers and employees as are necessary for the proper conduct of the business of the Treasury Board shall be appointed in the manner authorized by law.

Marginal note:Responsibilities of Treasury Board

• 7 (1) The Treasury Board may act for the Queen’s Privy Council for Canada on all matters relating to

  • (a) general administrative policy in the public service of Canada;

  • (b) the organization of the public service of Canada or any portion thereof, and the determination and control of establishments therein;

  • (c) financial management, including estimates, expenditures, financial commitments, accounts, fees or charges for the provision of services or the use of facilities, rentals, licences, leases, revenues from the disposition of property, and procedures by which departments manage, record and account for revenues received or receivable from any source whatever;

  • (d) the review of annual and longer term expenditure plans and programs of departments, and the determination of priorities with respect thereto;

  • (d.1) the management and development by departments of lands, other than Canada Lands as defined in subsection 24(1) of the Canada Lands Surveys Act;

  • (e) personnel management in the public service of Canada, including the determination of the terms and conditions of employment of persons employed therein;

  • (e.1) the terms and conditions of employment of persons appointed by the Governor in Council that have not been established under this or any other Act of Parliament or order in council or by any other means; and

  • (f) such other matters as may be referred to it by the Governor in Council.

• Marginal note:Authority under other Acts

  (2) The Treasury Board may exercise the powers, other than powers of appointment, of the Governor in Council under

  • (a) the Public Service Superannuation Act;

  • (b) the Canadian Forces Superannuation Act;

  • (c) the Defence Services Pension Continuation Act, chapter D-3 of the Revised Statutes of Canada, 1970;

  • (d) Parts I and II of the Royal Canadian Mounted Police Superannuation Act;

  • (e) the Royal Canadian Mounted Police Pension Continuation Act, chapter R-10 of the Revised Statutes of Canada, 1970; and

  • (f) such of the provisions of any other Act respecting any matter in relation to which the Treasury Board may act for the Queen’s Privy Council for Canada pursuant to subsection (1) as may be specified by the Governor in Council.

• Marginal note:Delegation

  (3) The Governor in Council may, by order, authorize the Treasury Board to exercise all or any of the powers of the Governor in Council under section 41 or subsection 122(1) or (6) and specify the circumstances in which those powers may be exercised.

Marginal note:Group insurance and benefit programs

• 7.1 (1) The Treasury Board may establish or enter into a contract to acquire group insurance or benefit programs for the public service of Canada or any part thereof, may set any terms and conditions in respect of those programs, including those relating to premiums, contributions, benefits, management and control and expenditures to be made from those contributions and premiums and may audit and make contributions and pay premiums in respect of those programs.

• Marginal note:Remainder of Act does not apply

  (2) This Act, other than this section, does not apply to any contributions made or premiums paid by the Treasury Board or the members in respect of any program established pursuant to subsection (1) or any benefits received by the members of such a program.

Marginal note:Subject to directions of Governor in Council

8 The Treasury Board in the exercise of its powers under this Act or any other Act of Parliament is subject to any direction given to it by the Governor in Council, and the Governor in Council may, by order, amend or revoke any action of the Board.

Marginal note:Form of accounts of Canada

• 9 (1) The Treasury Board may prescribe from time to time the manner and form in which the accounts of Canada and the accounts of the several departments shall be kept, and may direct any person receiving, managing or disbursing public money to keep any books, records or accounts that the Board considers necessary.

• Marginal note:Land management and development records and plans

  (1.1) The Treasury Board may

  • (a) require departments to maintain records and prepare plans with respect to the management and development of lands under paragraph 7(1)(d.1); and

  • (b) prescribe the manner and form in which the records and plans are to be maintained.

• Marginal note:Production of documents

  (2) The Treasury Board may require from any public officer or any agent of Her Majesty any account, return, statement, document, report or information that the Board considers necessary for the due performance of its duties.

• Marginal note:Idem

  (3) The Treasury Board may require any public officer or agent of Her Majesty to provide a department with such information from any account, return, record, statement, document or report as may be required

  • (a) to locate any person in order to collect a debt due to Her Majesty in right of Canada by that person; or

  • (b) to set off a debt due to Her Majesty in right of Canada or a province against any sum of money that may be due or payable by Her Majesty in right of Canada.

Marginal note:Regulations

10 Subject to any other Act of Parliament, the Treasury Board may make regulations

• (a) for the purpose of ensuring effective coordination of administrative functions and services among and within departments;

• (b) for the establishment of general administrative standards of performance and respecting the assessment of the performance of portions of the public service of Canada in the light of such standards;

• (c) respecting the collection, management and administration of, and the accounting for, public money;

• (d) respecting the keeping of records of public property;

• (d.1) respecting the severance pay or other amounts payable to an employee or former employee whose employment is terminated pursuant to paragraph 11(2)(g.1), and any terms and conditions subject to which and the manner in which those amounts are to be paid;

• (e) for the purposes of any provision of this Act that contemplates regulations of the Treasury Board; and

• (f) for any other purpose necessary for the efficient administration of the public service of Canada.

Marginal note:Definitions

• 11 (1) In this section and sections 12 and 13,

  enactment

  texte législatif

  enactment includes any regulation, order or other instrument made under the authority of an Act; (texte législatif)

  public service

  fonction publique

  public service has the meaning given the expression Public Service in the Public Service Staff Relations Act and includes any portion of the public service of Canada designated by the Governor in Council as part of the public service for the purposes of this section and sections 12 and 13; (fonction publique)

  separate employer

  employeur distinct

  separate employer means a separate employer within the meaning of the Public Service Staff Relations Act; (employeur distinct)

  Work Force Adjustment Directive

  Directive sur le réaménagement des effectifs

  Work Force Adjustment Directive means the Work Force Adjustment Directive issued on the recommendation of the National Joint Council of the Public Service and with the approval of the Treasury Board, that came into force on December 15, 1991, as amended from time to time on the recommendation of the National Joint Council of the Public Service and with the approval of the Treasury Board or in accordance with this section or any other Act. (Directive sur le réaménagement des effectifs)

• Marginal note:Application of Part II of Canada Labour Code to public service

  (1.1) Part II of the Canada Labour Code applies to and in respect of the public service and persons employed in the public service in the same manner and to the same extent as if the public service were a federal work, undertaking or business referred to in that Part except that, for the purpose of that application,

  • (a) any reference in that Part to

    • (i) arbitration shall be read as a reference to adjudication within the meaning of the Public Service Staff Relations Act,

    • (ii) the Board shall be read as a reference to the Public Service Staff Relations Board,

    • (iii) a collective agreement shall be read as a reference to a collective agreement within the meaning of the Public Service Staff Relations Act, and

    • (iv) a trade union shall be read as a reference to an employee organization within the meaning of the Public Service Staff Relations Act;

  • (b) section 156 of that Part does not apply in respect of the Public Service Staff Relations Board in exercising or carrying out its powers, duties and functions in relation to that Part; and

  • (c) the provisions of the Public Service Staff Relations Act apply, with such modifications as the circumstances require, in respect of matters brought before the Public Service Staff Relations Board pursuant to that Part to the extent necessary to give effect to that purpose.

• Marginal note:Powers and functions of Treasury Board in relation to personnel management

  (2) Subject to the provisions of any enactment respecting the powers and functions of a separate employer but notwithstanding any other provision contained in any enactment, the Treasury Board may, in the exercise of its responsibilities in relation to personnel management including its responsibilities in relation to employer and employee relations in the public service, and without limiting the generality of sections 7 to 10,

  • (a) determine the requirements of the public service with respect to human resources and provide for the allocation and effective utilization of human resources within the public service;

  • (b) determine requirements for the training and development of personnel in the public service and fix the terms on which such training and development may be carried out;

  • (c) provide for the classification of positions and employees in the public service;

  • (d) determine and regulate the pay to which persons employed in the public service are entitled for services rendered, the hours of work and leave of those persons and any matters related thereto;

  • (e) provide for the awards that may be made to persons employed in the public service for outstanding performance of their duties, for other meritorious achievement in relation to those duties and for inventions or practical suggestions for improvements;

  • (f) establish standards of discipline in the public service and prescribe the financial and other penalties, including termination of employment and suspension, that may be applied for breaches of discipline or misconduct, and the circumstances and manner in which and the authority by which or whom those penalties may be applied or may be varied or rescinded in whole or in part;

  • (g) provide for the termination of employment, or the demotion to a position at a lower maximum rate of pay, for reasons other than breaches of discipline or misconduct, of persons employed in the public service, and establishing the circumstances and manner in which and the authority by which or by whom those measures may be taken or may be varied or rescinded in whole or in part;

  • (g.1) provide for the termination of employment of an employee to whom an offer of employment is made as the result of the transfer of any work, undertaking or business from a portion of the public service specified in Part I of Schedule I to the Public Service Staff Relations Act to any body or corporation that is a separate employer or that is outside the public service, and establish the terms and conditions under which, the circumstances and manner in which and the authority by which or by whom that termination may be made or may be varied or rescinded in whole or in part;

  • (h) determine and regulate the payments that may be made to persons employed in the public service by way of reimbursement for travel or other expenses and by way of allowances in respect of expenses and conditions arising out of their employment;

  • (h.1) subject to the Employment Equity Act, establish policies and programs with respect to the implementation of employment equity in the public service; and

  • (i) provide for such other matters, including terms and conditions of employment not otherwise specifically provided for in this subsection, as the Treasury Board considers necessary for effective personnel management in the public service.

• Marginal note:Appointments

  (2.01) An employee who does not accept an offer of employment made in the circumstances referred to in paragraph (2)(g.1) that is a reasonable job offer within the meaning of the Work Force Adjustment Directive or who accepts an offer of employment that is not a reasonable job offer within that meaning is entitled to be appointed to a position and to enter any competition in respect of a position as if the employee had been laid off in accordance with section 29 of the Public Service Employment Act.

• Marginal note:Excuse for not accepting

  (2.02) Every employee who did not accept an offer of employment from the body or corporation referred to in paragraph (2)(g.1) before the date on which the offer is to be accepted and who establishes to the satisfaction of the Treasury Board that the employee was unaware of the offer or incapable of indicating an acceptance of the offer is deemed to have accepted the offer before that date and is deemed to be an employee referred to in subsection (2.01).

• (2.1) to (2.5) [Repealed, 1995, c. 44, s. 51]

• Marginal note:Limitation of powers and functions of Board in relation to matters expressly determined

  (3) The powers and functions of the Treasury Board in relation to any of the matters specified in subsection (2) do not extend to any such matter that is expressly determined, fixed, provided for, regulated or established by any Act otherwise than by the conferring of powers or functions in relation thereto on any authority or person specified in that Act, and do not include or extend to any power or function specifically conferred on, or any process of personnel selection required or authorized to be employed by, the Public Service Commission by or under the authority of the Public Service Employment Act.

• Marginal note:For cause

  (4) Disciplinary action against, and termination of employment or demotion of, any person pursuant to paragraph (2)(f) or (g) shall be for cause.

• Marginal note:Application to separate employer

  (5) Subsection (4) does not apply in respect of an employee of a separate employer unless the Governor in Council makes an order that the subsection applies in respect of that separate employer.

• Marginal note:Amendments to Work Force Adjustment Directive by mutual agreement

  (6) The Treasury Board and bargaining agents may, by agreement in writing, amend the Work Force Adjustment Directive in respect of any subject matter, but only as it relates to their collective agreements or arbitral awards and only as it relates to the circumstances arising from a transfer referred to in paragraph (2)(g.1).

• Marginal note:Amendments to Work Force Adjustment Directive by Governor in Council

  (7) The Governor in Council, on the recommendation of the Treasury Board, may amend the Work Force Adjustment Directive in respect of any subject matter, but only as it relates to the circumstances arising from a transfer referred to in paragraph (2)(g.1).

• Marginal note:Work Force Adjustment Directive ceases to apply

  (8) Notwithstanding any indication to the contrary that may be contained in any other Act or a collective agreement or arbitral award or any other terms and conditions of employment of employees of a body or corporation, the Work Force Adjustment Directive ceases to apply to an employee of a body or corporation immediately before the date on which the employment of the employee is terminated pursuant to paragraph (2)(g.1).

• Marginal note:National Joint Council agreements

  (9) Notwithstanding any other Act, where agreements of the National Joint Council of the Public Service are incorporated by reference in a collective agreement or arbitral award or would otherwise be part of the terms and conditions of employment of employees of a body or corporation, those agreements of the National Joint Council of the Public Service cease to apply to an employee of a body or corporation immediately before the date on which the employment of the employee is terminated pursuant to paragraph (2)(g.1).

• Marginal note:Accrued benefits

  (10) Notwithstanding subsections (8) and (9), Her Majesty in right of Canada, as represented by the Treasury Board, continues to be responsible for any obligation of Her Majesty in respect of benefits arising out of agreements of the National Joint Council of the Public Service or the Work Force Adjustment Directive that have accrued to employees of a body or corporation immediately before the date on which the work, undertaking or business is transferred to the body or corporation as described in paragraph (2)(g.1) as a result of the termination of employment of those employees provided for under that paragraph.

Marginal note:Authorization of deputy head, etc., to exercise powers and perform functions of Board

• 12 (1) The Treasury Board may authorize the deputy head of a department or the chief executive officer of any portion of the public service to exercise and perform, in such manner and subject to such terms and conditions as the Treasury Board directs, any of the powers and functions of the Treasury Board in relation to personnel management in the public service and may, from time to time as it sees fit, revise or rescind and reinstate the authority so granted.

• Marginal note:Authorization to exercise powers and perform functions of Board re separate employers

  (2) The Governor in Council may, in respect of any portion of the public service that is a separate employer, authorize the responsible minister of the Crown, his deputy or the chief executive officer thereof to exercise and perform, in such manner and subject to such terms and conditions as the Governor in Council directs, any of the powers and functions of the Governor in Council or the Treasury Board in relation to personnel management in that portion of the public service and may, from time to time as he sees fit, revise or rescind and reinstate the authority so granted.

• Marginal note:Delegation of authorization

  (3) Any person authorized pursuant to subsection (1) or (2) to exercise and perform any of the powers and functions of the Governor in Council or the Treasury Board may, subject to and in accordance with the authorization, authorize one or more persons under their jurisdiction or any other person to exercise or perform any such power or function.

Marginal note:Right or power of Governor in Council not affected

• 13 (1) Subject to subsection (2), nothing in this Act or any other Act of Parliament shall be construed so as to limit or affect the right or power of the Governor in Council to suspend or dismiss any person employed in the public service on the basis of a security assessment.

• Marginal note:Restriction

  (2) Where a person has made a complaint with respect to a security assessment to the Security Intelligence Review Committee established by subsection 34(1) of the Canadian Security Intelligence Service Act, that person shall not be dismissed pursuant to subsection (1) until after the completion of the investigation in relation to that complaint.

• Marginal note:Order to be conclusive proof

  (3) For the purpose of subsection (1), any order made by the Governor in Council is conclusive proof of the matters stated therein in relation to the suspension or dismissal of any person in the interest of the safety or security of Canada or any state allied or associated with Canada.

Department of Finance

Marginal note:Department established

14 There is hereby established a department of the Government of Canada called the Department of Finance over which the Minister of Finance appointed by commission under the Great Seal shall preside.

Marginal note:Minister

15 The Minister holds office during pleasure and has the management and direction of the Department, the management of the Consolidated Revenue Fund and the supervision, control and direction of all matters relating to the financial affairs of Canada not by law assigned to the Treasury Board or to any other minister.

Marginal note:Deputy head

16 The Governor in Council may appoint an officer called the Deputy Minister of Finance to hold office during pleasure and to be the deputy head of the Department.

PART IIPublic Money

Marginal note:Public money

• 17 (1) Subject to this Part, all public money shall be deposited to the credit of the Receiver General.

• Marginal note:Establishment of accounts

  (2) The Receiver General may establish, in the name of the Receiver General, accounts for the deposit of public money with

  • (a) any member of the Canadian Payments Association;

  • (b) any local cooperative credit society that is a member of a central cooperative credit society having membership in the Canadian Payments Association;

  • (c) any fiscal agent that the Minister may designate; and

  • (d) any financial institution outside Canada that the Minister may designate.

• Marginal note:Record of public money

  (3) Every person who collects or receives public money shall keep a record of receipts and deposits thereof in such form and manner as the Treasury Board may prescribe by regulation.

• Marginal note:Duty of persons collecting public money

  (4) Subject to any regulations made under subsection (5), every person employed in the collection or management of, or charged with the receipt of, public money and every other person who collects or receives public money shall pay that money to the credit of the Receiver General.

• Marginal note:Regulations

  (5) The Treasury Board may make regulations

  • (a) prescribing the manner in which public money shall be paid to the credit of the Receiver General;

  • (b) authorizing any person mentioned in any of paragraphs (2)(a) to (d) who has given credit to the Receiver General for an instruction for payment that is deposited in accordance with regulations made under paragraph (a) to charge the amount of the instruction back to the Receiver General in the manner specified by the regulations, where the instruction is dishonoured after having been credited to the Receiver General; and

  • (c) authorizing persons who collect or receive public money to withhold their fees or commissions from payments of that money to the credit of the Receiver General.

Marginal note:Definition of collection agency

• 17.1 (1) In this section, collection agency means a person, other than an employee of a department, who

  • (a) carries on the business of collecting debts for other persons; and

  • (b) is registered or licensed as a member of the legal profession or as a collector of debts in the province in which the person carries on the business of collecting debts.

• Marginal note:Payment to collection agency

  (2) Subject to the direction of the Treasury Board, fees or commissions may be paid out of the Consolidated Revenue Fund to a collection agency for the collection of any amount that was owed to

  • (a) Her Majesty in right of Canada; or

  • (b) Her Majesty in right of a province on account of taxes payable to that province and that, pursuant to an agreement, Canada is authorized to collect on behalf of the province.

18 [Repealed, 1999, c. 26, s. 20]

Marginal note:Charges for services or use of facilities

• 19 (1) The Governor in Council may, on the recommendation of the Treasury Board,

  • (a) by regulation prescribe the fees or charges to be paid for a service or the use of a facility provided by or on behalf of Her Majesty in right of Canada by the users or classes of users of the service or facility; or

  • (b) authorize the appropriate Minister to prescribe by order those fees or charges, subject to such terms and conditions as may be specified by the Governor in Council.

• Marginal note:Amount not to exceed cost

  (2) Fees and charges for a service or the use of a facility provided by or on behalf of Her Majesty in right of Canada that are prescribed under subsection (1) or the amount of which is adjusted under section 19.2 may not exceed the cost to Her Majesty in right of Canada of providing the service or the use of the facility to the users or class of users.

• Marginal note:By whom payable

  (3) For greater certainty, users includes

  • (a) Her Majesty in right of Canada, other than a department; and

  • (b) Her Majesty in right of a province.

Marginal note:Charges for rights and privileges

19.1 The Governor in Council may, on the recommendation of the Treasury Board,

• (a) by regulation prescribe the fees or charges to be paid for a right or privilege conferred by or on behalf of Her Majesty in right of Canada, by means of a licence, permit or other authorization, by the persons or classes of persons on whom the right or privilege is conferred; or

• (b) authorize the appropriate Minister to prescribe by order those fees or charges, subject to such terms and conditions as may be specified by the Governor in Council.

Marginal note:Adjustment of amounts

• 19.2 (1) A regulation or order under section 19 or 19.1 may prescribe rules for the adjustment, by such amounts or ratios as are referred to in the regulation or order, of the amount of the fee or charge, for such period as is specified in the regulation or order, but no such rules may provide for the consideration of any factors of adjustment that are not specified in the rules.

• Marginal note:Notice of adjusted amount

  (2) Notwithstanding that a regulation or order provides for the adjustment of the amount of a fee or charge for a period, its amount for the period is equal to its amount for the immediately preceding period unless the appropriate Minister, before the beginning of the period, publishes a notice in the Canada Gazette specifying the adjusted amount and the manner in which it was determined.

Marginal note:Regulations subject to other Acts

19.3 Regulations and orders under sections 19 and 19.1 are subject to the provisions of any Act of Parliament relating to the service or the use of the facility, or to the right or privilege, but, for greater certainty, may be made even though an Act of Parliament requires the provision of the service or facility or the conferral of the right or privilege.

Marginal note:Return of deposits

• 20 (1) Where money is received by a public officer from any person as a deposit to ensure the doing of any act or thing, the public officer shall hold or dispose of the money in accordance with regulations of the Treasury Board.

• Marginal note:Return of money

  (2) Where money is paid by any person to a public officer for any purpose that is not fulfilled, the money may, in accordance with regulations of the Treasury Board, be returned or repaid to that person, less such sum as in the opinion of the Board is properly attributable to any service rendered.

• Marginal note:Return of non-public money

  (3) Money paid to the credit of the Receiver General that is not public money may be returned or repaid in accordance with regulations of the Treasury Board.

Marginal note:Money received for special purpose

• 21 (1) Money referred to in paragraph (d) of the definition public money in section 2 that is received by or on behalf of Her Majesty for a special purpose and paid into the Consolidated Revenue Fund may be paid out of the Consolidated Revenue Fund for that purpose, subject to any statute applicable thereto.

• Marginal note:Interest

  (2) Subject to any other Act of Parliament, interest may be allowed and paid from the Consolidated Revenue Fund in respect of money to which subsection (1) applies, in accordance with and at rates fixed by the Minister with the approval of the Governor in Council.

Marginal note:Money paid in respect of proceedings in Parliament

22 Where the Senate or House of Commons, by resolution or pursuant to any rule or standing order, authorizes a refund of public money that was received in respect of any proceedings before Parliament, the Receiver General may pay the refund out of the Consolidated Revenue Fund.

Marginal note:Definitions

• 23 (1) In this section,

  other debt

  other debt means any amount owing to Her Majesty, other than a tax or penalty or an amount in respect of which subsection 24.1(2) applies; (autre dette)

  penalty

  penalty includes any forfeiture or pecuniary penalty imposed or authorized to be imposed by any Act of Parliament for any contravention of the laws relating to the collection of the revenue, or to the management of any public work producing tolls or revenue, notwithstanding that part of such forfeiture or penalty is payable to the informer or prosecutor, or to any other person; (pénalité)

  tax

  tax includes any tax, impost, duty or toll payable to Her Majesty, imposed or authorized to be imposed by any Act of Parliament. (taxes)

• Marginal note:Remission of taxes and penalties

  (2) The Governor in Council may, on the recommendation of the appropriate Minister, remit any tax or penalty, including any interest paid or payable thereon, where the Governor in Council considers that the collection of the tax or the enforcement of the penalty is unreasonable or unjust or that it is otherwise in the public interest to remit the tax or penalty.

• Marginal note:Remission of other debts

  (2.1) The Governor in Council may, on the recommendation of the Treasury Board, remit any other debt, including any interest paid or payable thereon, where the Governor in Council considers that the collection of the other debt is unreasonable or unjust or that it is otherwise in the public interest to remit the other debt.

• Marginal note:Remission may be partial, etc.

  (3) A remission pursuant to this section may be total or partial or conditional or unconditional and may be granted

  • (a) before, after or pending any suit or proceeding for the recovery of the tax, penalty or other debt in respect of which the remission is granted;

  • (b) before or after any payment of the tax, penalty or other debt has been made or enforced by process or execution; and

  • (c) with respect to a tax or other debt, in any particular case or class of cases and before the liability therefor arises.

• Marginal note:Form of remission

  (4) A remission pursuant to this section may be granted

  • (a) by forbearing to institute a suit or proceeding for the recovery of the tax, penalty or other debt in respect of which the remission is granted;

  • (b) by delaying, staying or discontinuing any suit or proceeding already instituted;

  • (c) by forbearing to enforce, staying or abandoning any execution or process on any judgment;

  • (d) by the entry of satisfaction on any judgment; or

  • (e) by repaying any sum of money paid to or recovered by the Receiver General for the tax, penalty or other debt.

• Marginal note:Conditional remission

  (5) Where a remission is granted pursuant to this section subject to a condition and the condition is not fulfilled, the tax, penalty or other debt may be enforced, or all proceedings may be had, as if there had been no remission.

• Marginal note:Effect of remission

  (6) A conditional remission, on fulfilment of the condition, and an unconditional remission have effect as if the remission were made after the tax, penalty or other debt in respect of which it was granted had been sued for and recovered.

• Marginal note:Customs and excise

  (7) No tax paid to Her Majesty on any goods shall be remitted by reason only that, after the payment of the tax and after release from the control of customs or excise officers, the goods were lost or destroyed.

• Marginal note:Effect of remission

  (8) Where a penalty imposed by any law relating to the revenue has been wholly and unconditionally remitted pursuant to this section, the remission has the effect of a pardon for the offence for which the penalty was incurred, and thereafter the offence has no legal effect prejudicial to the person to whom the remission was granted.

Marginal note:Payment out of C.R.F.

• 24 (1) Remissions granted under this Act or any other Act of Parliament may be paid out of the Consolidated Revenue Fund.

• Marginal note:Report in Public Accounts

  (2) Remissions granted under this or any other Act of Parliament during a fiscal year shall be reported in the Public Accounts for that year in such form as the Treasury Board may direct.

Marginal note:Forgiveness of debts and obligations

• 24.1 (1) Subject to subsection (2), no debt or obligation

  • (a) that is included in the statement of assets and liabilities of Canada referred to in subparagraph 64(2)(a)(iii), the forgiveness of which would result in a charge to an appropriation, or

  • (b) that is owing by a Crown corporation to Her Majesty

  shall be forgiven in whole or in part otherwise than by or under an Act of Parliament, including an appropriation Act.

• Marginal note:Debts, etc., included in statement of assets and liabilities

  (2) No debt or obligation referred to in paragraph (1)(a) shall be forgiven unless the amount to be forgiven is included as a budgetary expenditure in an appropriation Act or any other Act of Parliament.

• Marginal note:Forgiveness may be conditional

  (3) Where a debt or obligation is forgiven pursuant to subsection (1),

  • (a) the forgiveness may be conditional or unconditional;

  • (b) if the forgiveness is conditional and the condition is not fulfilled, the debt or obligation may be enforced, or all proceedings may be had, as if there had been no forgiveness; and

  • (c) a conditional forgiveness, on fulfilment of the condition, and an unconditional forgiveness release the person whose debt or obligation was forgiven from all further liability for the debt or obligation.

Marginal note:Report in Public Accounts

24.2 Forgiveness of a debt or obligation under this or any other Act of Parliament during a fiscal year shall be reported in the Public Accounts for that year in such form as the Treasury Board may direct.

Marginal note:Debt write-off regulations

• 25 (1) Subject to subsection (2), the Treasury Board may make regulations respecting the writing off, in whole or in part, of any debt or obligation due to Her Majesty or any claim by Her Majesty, and without restricting the generality of the foregoing, may make regulations prescribing

  • (a) the criteria for determining whether any debt, obligation or claim may be written off;

  • (b) the requirements to be met and the procedures to be followed before any debt, obligation or claim may be written off; and

  • (c) the information and records to be kept in respect of debts, obligations and claims that are written off.

• Marginal note:Exception

  (2) No debt, obligation or claim that is included in the statement of assets and liabilities of Canada referred to in subparagraph 64(2)(a)(iii), the writing off of which would result in a charge to an appropriation, shall be written off unless the amount to be written off is included as a budgetary expenditure in an appropriation Act or any other Act of Parliament.

• Marginal note:Effect of write-off

  (3) The writing off of any debt, obligation or claim pursuant to this section does not affect any right of Her Majesty to collect or recover the debt, obligation or claim.

• Marginal note:Report in Public Accounts

  (4) Any debt, obligation or claim written off under this or any other Act of Parliament during a fiscal year shall be reported in the Public Accounts for that year in such form as the Treasury Board may direct.

• (5) [Repealed, 1991, c. 24, s. 10]

PART IIIPublic Disbursements

Marginal note:Payments out of C.R.F.

26 Subject to the Constitution Acts, 1867 to 1982, no payments shall be made out of the Consolidated Revenue Fund without the authority of Parliament.

Marginal note:Estimates

27 All estimates of expenditures submitted to Parliament shall be in respect of payments during the fiscal year to which the estimates relate and expenditures that will be incurred during that fiscal year.

Marginal note:Warrant of Governor General

28 Where an appropriation is made for any purpose in any Act of Parliament for granting to Her Majesty any sum of money to defray expenses of the public service of Canada for a fiscal year, no payment shall be made pursuant to that appropriation out of the Consolidated Revenue Fund unless a warrant, prepared on the order of the Governor in Council, has been signed by the Governor General authorizing expenditures to be charged against the appropriation, and no payments in excess of the amount of expenditures so authorized shall be made.

Marginal note:Payment of guarantee

• 29 (1) Where a guarantee has been given under the authority of Parliament by or on behalf of Her Majesty for the payment of any debt or obligation, any amount required to be paid by the terms of the guarantee may, subject to the Act authorizing the guarantee, be paid out of the Consolidated Revenue Fund.

• Marginal note:Authority for guarantee

  (2) An authority referred to in subsection (1) may be contained in an appropriation Act.

Marginal note:Expenditure of revenues by departmental corporations

• 29.1 (1) A departmental corporation may expend during a fiscal year, for the purposes of the departmental corporation, any revenues that it receives in that fiscal year through the conduct of its operations.

• Marginal note:Expenditure by departments

  (2) A department may, in respect of its approved programs or authorized expenditures, be authorized by an appropriation Act

  • (a) for the purposes that are specified in that Act, to expend revenues that it receives in a fiscal year through the conduct of its operations to offset expenditures that it incurs in that fiscal year; and

  • (b) for such purposes and with such drawdown limit as are specified in that Act, to establish a revolving fund.

• Marginal note:Amendment of revolving fund

  (3) The purposes and drawdown limit of a revolving fund referred to in subsection (2) may be amended by means of an appropriation Act.

• Marginal note:Limitation

  (4) The operation of a revolving fund and the spending of revenues pursuant to this or any other Act of Parliament is, in addition to any limitation imposed by statute, subject to such terms and conditions as the Treasury Board may direct.

Marginal note:Payments urgently required

• 30 (1) Subject to subsection (1.1), where a payment is urgently required for the public good

  • (a) at any time that Parliament is not in session from the date of a dissolution until sixty days following the date fixed for the return of the writs at the general election immediately following that dissolution, and

  • (b) there is no other appropriation pursuant to which the payment may be made,

  the Governor in Council, on the report of the President of the Treasury Board that there is no appropriation for the payment and the report of the appropriate Minister that the payment is urgently required for the public good, may, by order, direct the preparation of a special warrant to be signed by the Governor General authorizing the payment to be made out of the Consolidated Revenue Fund.

• Marginal note:No special warrants when Parliament prorogued

  (1.1) The Governor in Council shall not, in the sixty days referred to in subsection (1), direct the preparation of a special warrant referred to in that subsection when Parliament is not in session on any of those days by virtue of the fact that it is prorogued.

• Marginal note:Special warrant

  (2) A special warrant issued pursuant to this section shall for the purposes of this Act be deemed to be an appropriation for the fiscal year in which the warrant is issued.

• Marginal note:Publication and report

  (3) Every warrant issued under this section shall be published in the Canada Gazette within thirty days after it is issued, and a statement showing all warrants issued under this section and the amounts of those warrants shall be laid by the President of the Treasury Board before the House of Commons within fifteen days after the commencement of the next ensuing session of Parliament.

• Marginal note:Subsequent appropriation

  (4) Where a special warrant has been issued pursuant to this section, the amounts appropriated thereby shall be deemed to be included in and not to be in addition to the amounts appropriated by the Act of Parliament enacted next thereafter for granting to Her Majesty sums of money to defray expenses of the public service of Canada for a fiscal year.

• (5) [Repealed, 1997, c. 5, s. 1]

Marginal note:Appropriation allotments

• 31 (1) At the commencement of each fiscal year or at such other times as the Treasury Board may direct, the deputy head or other person charged with the administration of a service for which there is an appropriation by Parliament or an item included in estimates then before the House of Commons shall, unless otherwise directed by the Board, prepare a division of the appropriation or item into allotments in the form detailed in the estimates submitted to Parliament for the appropriation or item or in such other form as the Board may prescribe and shall submit the division to the Board.

• Marginal note:Allotments not to be varied without approval

  (2) Where a division required to be submitted to the Treasury Board pursuant to subsection (1) is approved by the Board, the allotments shall not be varied or amended without the approval of the Board.

• Marginal note:Departmental control of allotments

  (3) The deputy head or other person charged with the administration of a service for which a division is required to be prepared pursuant to subsection (1) shall ensure by an adequate system of internal control and audit that the allotments provided in that division are not exceeded.

Marginal note:Control of commitments

• 32 (1) No contract or other arrangement providing for a payment shall be entered into with respect to any program for which there is an appropriation by Parliament or an item included in estimates then before the House of Commons to which the payment will be charged unless there is a sufficient unencumbered balance available out of the appropriation or item to discharge any debt that, under the contract or other arrangement, will be incurred during the fiscal year in which the contract or other arrangement is entered into.

• Marginal note:Record of commitments

  (2) The deputy head or other person charged with the administration of a program for which there is an appropriation by Parliament or an item included in estimates then before the House of Commons shall, as the Treasury Board may prescribe, establish procedures and maintain records respecting the control of financial commitments chargeable to each appropriation or item.

Marginal note:Requisitions

• 33 (1) No charge shall be made against an appropriation except on the requisition of the appropriate Minister of the department for which the appropriation was made or of a person authorized in writing by that Minister.

• Marginal note:Form

  (2) Every requisition for a payment out of the Consolidated Revenue Fund shall be in such form, accompanied by such documents and certified in such manner as the Treasury Board may prescribe by regulation.

• Marginal note:When requisition not to be made

  (3) No requisition shall be made pursuant to subsection (1) for a payment that

  • (a) would not be a lawful charge against the appropriation;

  • (b) would result in an expenditure in excess of the appropriation; or

  • (c) would reduce the balance available in the appropriation so that it would not be sufficient to meet the commitments charged against it.

• Marginal note:Reference to Treasury Board

  (4) The appropriate Minister may transmit to the Treasury Board any requisition with respect to which that Minister desires the direction of the Board, and the Board may order that payment be made or refused.

Marginal note:Payment for work, goods or services

• 34 (1) No payment shall be made in respect of any part of the public service of Canada unless, in addition to any other voucher or certificate that is required, the deputy of the appropriate Minister, or another person authorized by that Minister, certifies

  • (a) in the case of a payment for the performance of work, the supply of goods or the rendering of services,

    • (i) that the work has been performed, the goods supplied or the service rendered, as the case may be, and that the price charged is according to the contract, or if not specified by the contract, is reasonable,

    • (ii) where, pursuant to the contract, a payment is to be made before the completion of the work, delivery of the goods or rendering of the service, as the case may be, that the payment is according to the contract, or

    • (iii) where, in accordance with the policies and procedures prescribed under subsection (2), payment is to be made in advance of verification, that the claim for payment is reasonable; or

  • (b) in the case of any other payment, that the payee is eligible for or entitled to the payment.

• Marginal note:Policies and procedures

  (2) The Treasury Board may prescribe policies and procedures to be followed to give effect to the certification and verification required under subsection (1).

Marginal note:Definition of instruction for payment

• 35 (1) In this section and section 36, instruction for payment means an instrument or other instruction for the payment of money, but does not include a requisition under section 33.

• Marginal note:Form of payments out of C.R.F.

  (2) Every payment out of the Consolidated Revenue Fund shall be made under the direction and control of the Receiver General by the issuance of an instruction for payment, in such form and authenticated in such manner as the Treasury Board may direct.

• Marginal note:Claim for settlement

  (3) An amount set out in an instruction for payment issued under subsection (2), less any amount charged back as a result of a reconciliation pursuant to section 36, may be paid out of the Consolidated Revenue Fund where

  • (a) a claim for settlement of the amount is made by a member of the Canadian Payments Association or by a person authorized by the Receiver General to make a claim for settlement; and

  • (b) the claim is made in the prescribed manner and is accompanied by the prescribed evidence.

• Marginal note:Prescription of manner of claim

  (4) The Receiver General may prescribe the manner of making a claim for settlement and the evidence that must accompany the claim.

Marginal note:Reconciliation of claim with evidence and instruction for payment

• 36 (1) Where a payment out of the Consolidated Revenue Fund is made in respect of a claim for settlement, the Receiver General shall examine the claim and make a reconciliation between the claim and

  • (a) the supporting evidence; and

  • (b) the instruction for payment to which the claim relates.

• Marginal note:Destruction of instructions for payment, records, etc.

  (2) The Treasury Board may, on the recommendation of the Receiver General and with the approval of the Auditor General of Canada, make regulations governing

  • (a) the destruction of records of instructions for payment, including payment instruments, after the amounts specified in the instructions for payment have been paid;

  • (b) the destruction of claims for settlement; and

  • (c) the destruction of records of instructions for settlement, including instruments for settlement within or between departments, after settlement has been effected.

Marginal note:Lapse

37 The balance of an appropriation that remains unexpended at the end of a fiscal year or such longer period as may be specified in an appropriation Act or any other Act of Parliament, after adjustment for the recording of debts incurred and other amounts due or owing referred to in section 37.1, shall lapse.

Marginal note:Unpaid debts

• 37.1 (1) Subject to such directions as the Treasury Board may make, a debt incurred by Her Majesty for work performed, goods received or services rendered before the end of a fiscal year, and any amount due or owing under a contract, contribution or other similar arrangement entered into before the end of the fiscal year that remains unpaid at the end of the fiscal year, shall be recorded as a charge against the appropriation to which it relates.

• Marginal note:Payment

  (2) Subject to subsection (3), in such period as the Treasury Board may specify or, if no such period is specified, at any time, a payment may be made for the purpose of settling any debt or other amount due or owing that has been recorded as a charge against an appropriation pursuant to subsection (1).

• Marginal note:Settlement in excess of appropriation

  (3) The discharge or settlement of a debt or other amount due or owing that has been recorded as a charge against an appropriation pursuant to subsection (1), or any part thereof, and that was in excess of the balance then remaining in the appropriation

  • (a) constitutes a first charge against the next appropriation in the year of discharge or settlement; and

  • (b) operates to reduce the available spending authority of that next appropriation by the lesser of

    • (i) the amount of the discharge or settlement, and

    • (ii) the amount of the excess.

• Marginal note:Payment in excess of appropriation

  (4) Where, despite paragraph 33(3)(b), a payment is made that results in an expenditure that is in excess of an appropriation,

  • (a) the amount by which the expenditure exceeds the balance then remaining in the appropriation constitutes a first charge against the next appropriation of the immediately subsequent fiscal year; and

  • (b) the available spending authority of that next appropriation is reduced by that amount.

Marginal note:Accountable advances

• 38 (1) The Treasury Board may make regulations

  • (a) authorizing the making of accountable advances chargeable to the appropriation for the service in respect of which the advance is made; and

  • (b) providing for the repayment of, accounting for and recovery of accountable advances.

• Marginal note:Recovery

  (2) Any accountable advance or any portion thereof that is not repaid, accounted for or recovered in accordance with the regulations may be recovered out of any moneys payable by Her Majesty to the person to whom the advance was made or, where the person is deceased, out of any moneys payable by Her Majesty to the estate of that person.

• Marginal note:Report

  (3) Every accountable advance that is not repaid, accounted for or recovered by the end of the fiscal year in which it was made shall be reported in the Public Accounts for that year.

Marginal note:Crediting of refunds

39 Subject to such directions as the Treasury Board may make, any amount received as

• (a) a refund of an expenditure,

• (b) a repayment of an advance,

• (c) a refund or repayment of an overpayment,

• (d) a rebate, including a tax rebate or some other price adjustment on a payment,

• (e) a reimbursement pursuant to a cost-sharing arrangement,

• (f) a recovery from an indemnification, or

• (g) a recovery under a claim for loss of or damage to a Crown asset

shall be credited to the appropriation against which the related expenditure, advance or payment was charged.

Marginal note:Term of contract that money available

40 It is a term of every contract providing for the payment of any money by Her Majesty that payment under that contract is subject to there being an appropriation for the particular service for the fiscal year in which any commitment under that contract would come in course of payment.

Marginal note:Regulations respecting conditions under which contracts awarded

• 41 (1) The Governor in Council may make regulations with respect to the conditions under which contracts may be entered into and, notwithstanding any other Act of Parliament,

  • (a) may direct that no contract by the terms of which payments are required in excess of such amount or amounts as the Governor in Council may prescribe shall be entered into or have any force or effect unless entry into the contract has been approved by the Governor in Council or the Treasury Board; and

  • (b) may make regulations with respect to the security to be given to and in the name of Her Majesty to secure the due performance of contracts.

• Marginal note:Exception

  (2) Subsection (1) does not apply in respect of Crown corporations or the Canada Customs and Revenue Agency.

42 [Repealed, 1991, c. 24, s. 17]

PART IVPublic Debt

Marginal note:Borrowing of money

• 43 (1) Notwithstanding any statement in any other Act of Parliament to the effect that this Act or any portion or provision of it does not apply, no money shall be borrowed by or on behalf of Her Majesty in right of Canada except as provided by or under

  • (a) this Act;

  • (b) any other Act of Parliament that expressly authorizes the borrowing of money; or

  • (c) any other Act of Parliament that provides for the borrowing of money from Her Majesty in right of Canada or of a province.

• Marginal note:Issuing of securities

  (2) No securities shall be issued by or on behalf of Her Majesty in right of Canada without the authority of Parliament.

Marginal note:Raising of money

• 44 (1) When by this Act or any other Act of Parliament authority is given to raise money by Her Majesty, the Governor in Council may, subject to the Act authorizing the raising of the money, authorize the Minister to borrow the money by any means that the Minister considers appropriate.

• Marginal note:Maximum

  (2) The aggregate principal amount of money borrowed by the Minister under this section in any fiscal year may not exceed the amount that is specified by order of the Governor in Council for that fiscal year.

• Marginal note:Powers of Minister

  (3) Subject to any terms and conditions that the Governor in Council may specify, the Minister may enter into any contract or agreement, issue securities and do any other thing relating to the borrowing of money that the Minister considers appropriate.

• Marginal note:Transitional

  (4) Subsection (3) applies with respect to anything done in relation to borrowings under this section, as it read immediately before the coming into force of this subsection, as though the borrowing were done under subsection (1).

Marginal note:Auctions

• 45 (1) If the Minister borrows money by way of an auction, the Minister may establish rules governing the conduct of the auction, including rules relating to

  • (a) the eligibility of persons to participate in the auction;

  • (b) the provision to the Minister by participants of any information that the Minister considers relevant, including information respecting holdings of securities and transactions in securities;

  • (c) the form of bids;

  • (d) the maximum amount that may be bid for by a participant; and

  • (e) the certification and verification of bids.

• Marginal note:Rules not statutory instruments

  (2) Rules governing the conduct of an auction are not statutory instruments as defined in the Statutory Instruments Act.

Marginal note:Contracts and agreements

45.1 The Governor in Council may authorize the Minister, subject to any terms and conditions that the Governor in Council may specify, to enter into any contract or agreement of a financial nature, including options, derivatives, swaps and forwards, on such terms and conditions as the Minister considers necessary.

Marginal note:Powers — management of assets and liabilities

46 The Minister may, on any terms and conditions the Minister considers appropriate, do any of the following if the Minister considers it appropriate for the sound and efficient management of the assets and liabilities of Canada, including contingent liabilities:

• (a) purchase or acquire securities of Canada or any other securities, including purchasing or acquiring them on their issuance, and hold, lend or sell securities of Canada or any other securities; and

• (b) create a charge on, or right or interest in, securities of Canada or any other securities held by the Minister.

Marginal note:Re-financing

46.1 In any fiscal year, the Governor in Council may authorize the Minister to borrow money

• (a) to pay any amount that is required to be paid in that fiscal year in respect of any money borrowed under the authority of this Act, other than section 47, or any other Act of Parliament; or

• (b) to extinguish or reduce any liability of Canada that the Minister is of the opinion should be extinguished or reduced.

Marginal note:Temporary loans

47 Where it appears to the Governor in Council that the Consolidated Revenue Fund will be insufficient to meet the disbursements lawfully authorized to be made from it, the Governor in Council may authorize the Minister to borrow, for a period not exceeding six months, an amount not exceeding such amount as the Governor in Council deems necessary to ensure that the Consolidated Revenue Fund will be sufficient to meet those disbursements.

Marginal note:Currency of borrowings

• 48 (1) Any amounts raised by way of loan under the authority of this Act or any other Act of Parliament in the currency or currencies of any country or countries may be repaid in the currency or currencies of any country or countries and securities issued under the authority of this Act or any other Act of Parliament in the currency or currencies of any country or countries may be made payable in the currency or currencies of any country or countries.

• Marginal note:Calculation of amount in foreign currency

  (2) Where an Act of Parliament, whether enacted before or after the coming into force of this subsection, authorizes

  • (a) the raising of a specific or maximum number of dollars by way of loan or the issue of securities, or

  • (b) the guarantee of the payment of a liability or obligation for a specific or maximum number of dollars,

  the authorized transaction may be undertaken, in whole or in part, in the currency of a country other than Canada, and for that purpose the specific or maximum number of dollars shall be construed as an equivalent amount in the currency of the other country, calculated at the rate of exchange between the Canadian dollar and the currency concerned as quoted by the Bank of Canada at noon on the day immediately preceding the day on which the money is borrowed, the proceeds from the issue of securities are received or the guarantee is given, as the case may be.

• Marginal note:Calculation where limitation

  (3) For the purpose of any limitation in respect of an amount

  • (a) that may be borrowed,

  • (b) for which securities may be issued, or

  • (c) the payment of which may be guaranteed under this Act or any other Act of Parliament,

  the principal amount borrowed or authorized to be borrowed, the principal amount of any securities previously issued or authorized to be issued or the amount guaranteed or authorized to be guaranteed, as the case may be, payable in a currency of any country other than Canada, shall be deemed to be the Canadian dollar equivalent of the value thereof, as calculated under subsection (2), regardless of any premium or discount at which the securities were sold and regardless of any premium that may be payable on early redemption.

Marginal note:Report on debt management

• 49 (1) After the Public Accounts are tabled in the House of Commons, the Minister shall cause to be tabled in each House, within the first 45 days on which that House is sitting after the Public Accounts are tabled in the House of Commons, a report on the activities of the Minister in relation to the management of the public debt in the fiscal year to which the Public Accounts relate.

• Marginal note:Report next fiscal year

  (2) In every fiscal year, the Minister shall cause to be tabled in each House of Parliament a report on the Minister’s plans in relation to the management of the public debt in the next fiscal year.

Marginal note:Signing securities

• 50 (1) Security certificates evidencing securities issued under the authority of this Part shall be signed by the Deputy Minister of Finance or an officer of the Department of Finance designated by the Governor in Council to sign on behalf of the Deputy Minister of Finance, and shall be countersigned by such officer of the Department of Finance or other person as the Governor in Council designates for that purpose.

• Marginal note:Facsimile signatures

  (2) The Minister may direct that there be substituted for signatures in the proper handwriting of one or both of the persons authorized to sign or countersign security certificates under subsection (1), facsimiles of those signatures.

Marginal note:Registrars and fiscal agents

• 51 (1) The Governor in Council may

  • (a) appoint one or more registrars to perform such services in respect of the registration of loans as the Governor in Council may prescribe;

  • (b) appoint one or more fiscal agents to perform such services in respect of loans as the Governor in Council may prescribe; and

  • (c) fix the remuneration or compensation of any registrar or fiscal agent appointed under this section.

• Marginal note:Delegation to Minister

  (2) The Governor in Council may authorize the Minister to do anything referred to in paragraphs (1)(a) to (c) for any period that the Governor in Council considers appropriate.

Marginal note:Records of money borrowed

• 52 (1) The Minister shall cause to be maintained a system of books and records

  • (a) showing all money authorized by Parliament to be borrowed by the issue and sale of securities;

  • (b) containing a description and record of all money so borrowed and securities issued; and

  • (c) showing all amounts paid in respect of the principal of or interest on all money so borrowed.

• Marginal note:Accounting by fiscal agents and registrars

  (2) Every fiscal agent and registrar shall annually, and as often as required by the Minister, give to the Minister an accounting, in such form and terms and containing such information as the Minister prescribes, of all his transactions as fiscal agent or registrar.

Marginal note:Sinking fund

53 The Governor in Council may provide for the creation and management of a sinking fund with respect to any issue of securities or with respect to all securities issued.

Marginal note:Borrowed money and interest

54 The payment of all money borrowed and interest thereon and of the principal of and interest on all securities issued by or on behalf of Her Majesty with the authority of Parliament is a charge on and payable out of the Consolidated Revenue Fund.

Marginal note:Payment of loan expenses

55 With the authority of the Governor in Council, there may be paid out of the Consolidated Revenue Fund

• (a) all money required under section 53 to provide a sinking fund or other means of securing repayment of securities;

• (b) the remuneration and compensation of registrars and fiscal agents appointed under section 51;

• (c) all costs, expenses and charges incurred in the negotiation or raising of loans or in the issue, redemption, servicing, payment and management of any loan and any securities issued in respect thereof; and

• (d) all money required to be paid under contracts and agreements entered into under this Part, either before or after the coming into force of this paragraph.

Marginal note:Payment for securities to agent or by salary deduction in trust money

• 56 (1) Where it is provided by a prospectus or other official notice issued by or under the authority of the Minister that a subscriber may purchase securities by payments to an authorized agent or by deductions from the remuneration of the subscriber by his employer, the amount of any such payment or deduction that has not been accounted for by the delivery of securities to the subscriber or repaid to the subscriber shall be deemed to be money received in trust for Her Majesty by the agent or employer for which the agent or employer is accountable to Her Majesty under section 76.

• Marginal note:Amount deemed segregated in trust

  (2) Where money paid or deducted pursuant to subsection (1) cannot be identified among the assets of the employer or agent, a portion of those assets equal in value to the amount of the payment or deduction shall be deemed to be segregated and held in trust for Her Majesty.

Marginal note:Investors’ Indemnity Account

57 There shall be established in the accounts of Canada an account to be known as the Investors’ Indemnity Account to which shall be credited the sum of twenty-five thousand dollars, such further amounts as are appropriated by Parliament for the purposes of this section and any recoveries of the losses referred to in section 58.

Marginal note:Payment of losses

58 The Minister may, in accordance with and subject to the regulations, pay out of the Investors’ Indemnity Account any losses sustained by subscribers for securities who have paid all or part of the purchase price for those securities but have not received the security or repayment of the amount so paid, and losses sustained by any person in the redemption of securities.

Marginal note:Not bound to execute trusts

59 Her Majesty and a fiscal agent or registrar acting as such are not bound to see to the execution of any express or implied trust to which any securities are subject.

Marginal note:Regulations

• 60 (1) The Governor in Council may make such regulations as he deems necessary to provide for the management of the public debt of Canada and the payment of interest thereon and, without limiting the generality of the foregoing, may make regulations

  • (a) for the inscription of security certificates and the registration of securities and prescribing the effect of the inscription or registration;

  • (b) for the transmission, transfer, redemption and cancellation of securities and the exchange and destruction of any security certificates, and, without limiting the generality of the foregoing,

    • (i) for the transmission, transfer or redemption of securities pursuant to a judgment or as the result of the death, dissolution or bankruptcy of the registered owner of the securities, and

    • (ii) prescribing the conditions on which the transfer and redemption of securities or the exchange of security certificates registered in the names of infants, minors or other persons not of full capacity to enter into ordinary contracts may be made;

  • (c) for the issue of security certificates or making of payments in respect of damaged, lost, stolen or destroyed security certificates or interest coupons, and of the cheques pertaining thereto and prescribing conditions to the issue or payment;

  • (c.1) respecting the issuance and holding of non-certificated securities;

  • (c.2) respecting the circumstances under which the beneficial owner of a non-certificated security can obtain a security certificate or under which the beneficial owner of a security certificate can obtain a non-certificated security;

  • (d) requiring guarantees to be given to the registrar in such manner and by such persons as the regulations may prescribe, before the registrar is authorized to make any entry in the register;

  • (e) authorizing the correction by the registrar, in such circumstances as may be prescribed by the regulations, of errors in the register and otherwise authorizing rectification of the register;

  • (f) providing for the payment of losses out of the Investors’ Indemnity Account;

  • (g) deeming a specified transaction or a transaction of a specified class, including the issuance of securities, to be a transaction to borrow money for the purposes of subsection 43(1); and

  • (h) notwithstanding any right provided by or under any other Act of Parliament to borrow money without the Minister’s authorization, requiring the Minister’s authorization in respect of a specified transaction to borrow money or a transaction of a specified class to borrow money.

• Marginal note:Form of register

  (2) The register maintained pursuant to subsection (1) may be in a bound or loose-leaf form or in a photographic film form or may be maintained 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:Canada Evidence Act

  (3) The register maintained pursuant to subsection (1) is deemed to be a record for the purposes of the Canada Evidence Act and every employee of the Bank of Canada who supervises the inscription or registration of securities in the register is deemed to be a manager of the Bank of Canada for the purposes of that Act.

• Marginal note:Minister’s authorization

  (4) If a regulation is made under paragraph (1)(g) or (h), the Minister may authorize, subject to any terms and conditions that the Minister considers appropriate,

  • (a) the specified transaction;

  • (b) a particular transaction named by the Minister within the specified class;

  • (c) transactions of a particular subclass described by the Minister within the specified class; or

  • (d) transactions of the specified class.

Marginal note:Delegation

60.1 The Minister may delegate to any officer of the Department of Finance any of the powers, duties and functions of the Minister under this Part, except the power to delegate under this section.

PART VPublic Property

Marginal note:Transfers, etc., of public property

• 61 (1) Subject to any other Act of Parliament, no transfer, lease or loan of public property shall be made except under the Federal Real Property and Federal Immovables Act in the case of federal real property or a federal immovable as defined in that Act, or under subsection (2) in the case of other public property.

• Marginal note:Regulations

  (2) The Governor in Council, on the recommendation of the Treasury Board, may authorize or make regulations authorizing the transfer, lease or loan of public property other than federal real property and federal immovables as defined in the Federal Real Property and Federal Immovables Act.

Marginal note:Management of public property

62 The deputy head of every department shall maintain adequate records in relation to public property for which the department is responsible and shall comply with regulations of the Treasury Board governing the custody and control of public property.

PART VIPublic Accounts

Marginal note:Accounts of Canada

• 63 (1) Subject to regulations of the Treasury Board, the Receiver General shall cause accounts to be kept in such manner as to show

  • (a) the expenditures made under each appropriation;

  • (b) the revenues of Canada; and

  • (c) the other payments into and out of the Consolidated Revenue Fund.

• Marginal note:Assets and liabilities

  (2) The Receiver General shall cause accounts to be kept to show such of the assets and direct and contingent liabilities of Canada and shall establish such reserves with respect to the assets and liabilities as, in the opinion of the President of the Treasury Board and the Minister, are required to present fairly the financial position of Canada.

• Marginal note:Accounts in Canadian currency

  (3) The accounts of Canada shall be kept in the currency of Canada.

Marginal note:Submission of Public Accounts to Parliament

• 64 (1) A report, called the Public Accounts, shall be prepared by the Receiver General for each fiscal year and shall be laid before the House of Commons by the President of the Treasury Board on or before December 31 next following the end of that fiscal year or, if the House of Commons is not then sitting, on any of the first fifteen days next thereafter that the House of Commons is sitting.

• Marginal note:Contents of Public Accounts

  (2) The Public Accounts shall be in such form as the President of the Treasury Board and the Minister may direct, and shall include

  • (a) a statement of

    • (i) the financial transactions of the fiscal year,

    • (ii) the expenditures and revenues of Canada for the fiscal year, and

    • (iii) such of the assets and liabilities of Canada as, in the opinion of the President of the Treasury Board and the Minister, are required to show the financial position of Canada as at the termination of the fiscal year;

  • (b) the contingent liabilities of Canada;

  • (c) the opinion of the Auditor General of Canada as required under section 6 of the Auditor General Act; and

  • (d) such other accounts and information relating to the fiscal year as are deemed necessary by the President of the Treasury Board and the Minister to present fairly the financial transactions and the financial position of Canada or as are required by this Act or any other Act of Parliament to be shown in the Public Accounts.

Marginal note:Ministers to provide records, etc.

65 For the purpose of the keeping of the accounts of Canada under section 63 and the preparation of the Public Accounts under section 64, the Receiver General may, from time to time, subject to such regulations as the Treasury Board may make, send a notice to each appropriate Minister requesting such records, accounts or statements or other information as is specified in the notice and each appropriate Minister shall, within such reasonable time as is specified in the notice, provide the Receiver General with the records, accounts or statements or other information requested.

PART VIIAssignment of Crown Debts

Marginal note:Definitions

66 In this Part,

appropriate paying officer

appropriate paying officer, in relation to a Crown debt, means the paying officer who makes the payments in respect of that debt; (agent payeur compétent)

contract

contract means a contract involving the payment of money by the Crown; (marché)

Crown

Crown means Her Majesty in right of Canada; (Sa Majesté)

Crown debt

Crown debt means any existing or future debt due or becoming due by the Crown, and any other chose in action in respect of which there is a right of recovery enforceable by action against the Crown; (créance sur Sa Majesté)

paying officer

paying officer means any person designated as such by regulation; (agent payeur)

prescribed

prescribed means prescribed by regulation. (Version anglaise seulement)

Marginal note:General prohibition

67 Except as provided in this Act or any other Act of Parliament,

• (a) a Crown debt is not assignable; and

• (b) no transaction purporting to be an assignment of a Crown debt is effective so as to confer on any person any rights or remedies in respect of that debt.

Marginal note:Assignments of specified Crown debts

• 68 (1) Subject to this section, an assignment may be made of

  • (a) a Crown debt that is an amount due or becoming due under a contract; and

  • (b) any other Crown debt of a prescribed class.

• Marginal note:Conditions for validity

  (2) The assignment referred to in subsection (1) is valid only if

  • (a) it is absolute, in writing and made under the hand of the assignor;

  • (b) it does not purport to be by way of charge only; and

  • (c) notice of the assignment has been given to the Crown as provided in section 69.

• Marginal note:Effect of assignment

  (3) The assignment referred to in subsections (1) and (2) is effectual in law, subject to all equities that would have been entitled to priority over the right of the assignee if this section had not been enacted, to pass and transfer, from the date service on the Crown of notice of the assignment is effected,

  • (a) the legal right to the Crown debt;

  • (b) all legal and other remedies for the Crown debt; and

  • (c) the power to give a good discharge for the Crown debt without the concurrence of the assignor.

• Marginal note:Original conditions and restrictions

  (4) An assignment made in accordance with this Part is subject to all conditions and restrictions in respect of the right of transfer that relate to the original Crown debt or that attach to or are contained in the original contract.

• Marginal note:Salary, wages, pay and allowances not assignable

  (5) Notwithstanding subsection (1), any amount due or becoming due by the Crown as or on account of salary, wages, pay or pay and allowances is not assignable and no transaction purporting to be an assignment of any such amount is effective to confer on any person any rights or remedies in respect of that amount.

Marginal note:Notice of assignment

• 69 (1) The notice referred to in paragraph 68(2)(c) shall be given to the Crown by serving on or sending by registered mail to the Receiver General or a paying officer, in prescribed form, notice of the assignment, together with a copy of the assignment accompanied by such other documents completed in such manner as may be prescribed.

• Marginal note:When notice deemed served

  (2) Service of the notice referred to in subsection (1) shall be deemed not to have been effected until acknowledgment of the notice, in prescribed form, is sent to the assignee, by registered mail, under the hand of the appropriate paying officer.

Marginal note:Limitation of application of this Part

70 This Part does not apply

• (a) to any negotiable instrument;

• (b) to any Crown debt incurred by or in the name of a corporation set out in Schedule III; or

• (c) to any securities issued under Part IV.

Marginal note:Regulations

71 The Governor in Council may make regulations

• (a) designating persons as paying officers for the purposes of this Part;

• (b) prescribing additional classes of Crown debts for the purpose of subsection 68(1);

• (c) prescribing the forms of notices of assignment and acknowledgments thereof;

• (d) prescribing the documents to be submitted in connection with a notice of assignment, the forms of those documents and the manner in which they are to be completed; and

• (e) generally, for carrying into effect the purposes and provisions of this Part.

PART VIIIAssignment of Debts Due to the Crown Under Payment Bonds

Marginal note:Definitions

72 In this Part,

Crown

Crown means Her Majesty in right of Canada or any agent of Her Majesty in right of Canada and includes a Crown corporation and a departmental corporation; (Sa Majesté)

payment bond

payment bond means a bond held by the Crown as security for the payment of certain classes of persons who perform labour or services or supply material in connection with a contract between the Crown and a contractor. (cautionnement)

Marginal note:Assignment of Crown right under payment bond

• 73 (1) Where an amount is due to the Crown under the provisions of a payment bond, a person who

  • (a) performed labour or services or supplied material in connection with the contract in respect of which the payment bond is held,

  • (b) is within a class of persons for the payment of which the payment bond is held as security, and

  • (c) has not been paid in full for the labour or services performed or material supplied by him in connection with the contract within the time provided in the payment bond for payment to the class of persons of which that person is a member,

  is, without any act by or notice by or to the Crown, an assignee of the right of the Crown to recover an amount under the payment bond determined pursuant to subsection (2).

• Marginal note:Amount recoverable

  (2) The amount that may be recovered by a person referred to in subsection (1) shall be equal to the lesser of the amount due to that person for the labour or services performed or material supplied by him under the contract and the amount due to the Crown under the provisions of the payment bond.

• Marginal note:Crown not a party to action

  (3) A person who is an assignee of the right of the Crown to recover an amount under a payment bond may, in his own name, exercise the right that, but for this Act, the Crown would have had to bring action to enforce payment under the payment bond in accordance with its terms and conditions and the Crown shall be neither a party to, nor liable for any costs in connection with, that action.

Marginal note:Provision of certified copy of payment bond

• 74 (1) A copy of a payment bond certified by the officer of the Crown having custody of the original payment bond shall be provided by that officer to any person who files with him an affidavit setting out that the person has performed labour or services or supplied material in connection with the contract for which the bond is held and that he has not been paid in full therefor.

• Marginal note:Certified copy as evidence

  (2) A document purporting to be a copy of a payment bond certified by the officer of the Crown having custody of the original payment bond is, without proof of the signature of the officer, admissible in evidence in any court of justice, or before a person having by law or by consent of parties authority to hear, receive and examine evidence in any action taken by a person under this Part, and has the same probative force as the original document would have if it were proven in the ordinary way.

Marginal note:Regulations

75 The Governor in Council, on the recommendation of the Treasury Board, may make regulations for carrying into effect the purposes and provisions of this Part.

PART IXCivil Liability and Offences

Marginal note:Notice to persons failing to pay over public money

• 76 (1) Where the appropriate Minister or the Receiver General believes on reasonable grounds that any person

  • (a) has received money for Her Majesty and has not duly paid it over,

  • (b) has received money for which the person is accountable to Her Majesty and has not duly accounted for it, or

  • (c) has received any public money applicable to any purpose and has not duly applied it,

  the appropriate Minister or the Receiver General, as the case may be, may cause a notice to be served on that person, or on the person’s representative in case of the person’s death, requiring the person, within such time after the service of the notice as may be named therein, duly to pay over, account for or apply that money, as the case may be, and to transmit to the appropriate Minister or the Receiver General, as the notice provides, proper vouchers that the person has done so.

• Marginal note:Proceedings where notice not complied with

  (2) Where a person does not comply with a notice served under subsection (1), the appropriate Minister or the Receiver General, as the case may be, shall state an account between that person and Her Majesty showing the amount of money not duly paid over, accounted for or applied, as the case may be, and may charge interest on the whole or any part of that amount from such date as the appropriate Minister or the Receiver General may determine and at such rate as may be prescribed pursuant to subsection 155.1(6).

• Marginal note:Evidence

  (3) In any proceedings for the recovery of money referred to in subsection (2), a copy of the account stated and certified by the appropriate Minister or the Receiver General is evidence that the amount stated in the account, together with interest, is due and payable to Her Majesty, without proof of the signature of the appropriate Minister or the Receiver General or the official character of the office.

• Marginal note:Recovery

  (4) Any amount of money referred to in subsection (1) and the interest on that amount may be recovered as a debt due to Her Majesty.

Marginal note:Evidence

77 Where it appears by the books or accounts kept by or in the office of any person employed in the collection or management of the revenue, in any accounting by that person or by his written acknowledgment or confession, that that person has, by virtue of his office or employment, received money belonging to Her Majesty and refused or neglected to pay over that money to the proper persons at the proper times, an affidavit deposing to those facts, taken by any person having knowledge thereof, shall, in any proceedings for the recovery of that money, be admitted in evidence and is, in the absence of any evidence to the contrary, proof of the facts stated therein.

Marginal note:Liability for loss

78 Where, by reason of any malfeasance or negligence by any person employed in collecting or receiving any public money, any sum of money is lost to Her Majesty, that person is accountable for the sum as if that person had collected and received it and it may be recovered from that person as if that person had collected and received it.

Marginal note:Regulations in respect of losses of money and public property

79 The Governor in Council, on the recommendation of the Treasury Board, may make regulations

• (a) prescribing the actions to be taken in respect of losses of money or public property, however caused, suffered by Her Majesty;

• (b) respecting the charging of losses of money suffered by Her Majesty against the appropriations to which they relate; and

• (c) prescribing the records to be kept and providing for the reporting in the Public Accounts in respect of every loss referred to in paragraph (a).

Marginal note:Offences and punishment

80 Every officer or person acting in any office or employment connected with the collection, management or disbursement of public money who

• (a) receives any compensation or reward for the performance of any official duty, except as by law prescribed,

• (b) conspires or colludes with any other person to defraud Her Majesty, or makes opportunity for any person to defraud Her Majesty,

• (c) designedly permits any contravention of the law by any other person,

• (d) wilfully makes or signs any false entry in any book, or wilfully makes or signs any false certificate or return in any case in which it is the duty of that officer or person to make an entry, certificate or return,

• (e) having knowledge or information of the contravention of this Act or the regulations or any revenue law of Canada by any person, or of fraud committed by any person against Her Majesty, under this Act or the regulations or any revenue law of Canada, fails to report, in writing, that knowledge or information to a superior officer, or

• (f) demands or accepts or attempts to collect, directly or indirectly, as payment or gift or otherwise, any sum of money, or other thing of value, for the compromise, adjustment or settlement of any charge or complaint for any contravention or alleged contravention of law,

is guilty of an indictable offence and liable on conviction to a fine not exceeding five thousand dollars and to imprisonment for a term not exceeding five years.

Marginal note:Idem, where bribes offered or accepted

81 Every person who

• (a) promises, offers or gives any bribe to any officer or any person acting in any office or employment connected with the collection, management or disbursement of public money, with intent

  • (i) to influence the decision or action of that officer or person on any question or matter that is then pending, or may, by law, be brought before him in his official capacity, or

  • (ii) to influence that officer or person to commit, or aid or abet in committing any fraud on the revenue, or to connive at, collude in, or allow or permit any opportunity for the commission of any such fraud, or

• (b) accepts or receives any such bribe,

is guilty of an indictable offence and liable on conviction to a fine not exceeding three times the amount so offered or accepted and to imprisonment for any term not exceeding five years.

Marginal note:Books, etc., property of Her Majesty

82 All books, papers, accounts and documents kept or used by, or received or taken into the possession of, any officer or person who is or has been employed in the collection or management of the revenue or in accounting for the revenue, by virtue of that employment, shall be deemed to be chattels belonging to Her Majesty, and all money or valuable securities received or taken into the possession of that officer or person by virtue of his employment shall be deemed to be money and valuable securities belonging to Her Majesty.

PART XCrown Corporations

Interpretation

Marginal note:Definitions

• 83 (1) In this Part,

  agent corporation

  société mandataire

  agent corporation means a Crown corporation that is expressly declared by or pursuant to any other Act of Parliament to be an agent of the Crown; (société mandataire)

  appoint

  nomination

  appoint includes elect and designate; (nomination)

  appropriate Minister

  ministre de tutelle

  appropriate Minister means,

  • (a) in relation to a parent Crown corporation,

    • (i) the Minister specified by or pursuant to any other Act of Parliament as the Minister in respect of that corporation, or

    • (ii) if no Minister is specified as described in subparagraph (i), such member of the Queen’s Privy Council for Canada as is designated by order of the Governor in Council as the appropriate Minister for the corporation, and

  • (b) in relation to a wholly-owned subsidiary, the appropriate Minister, as defined in paragraph (a), for the parent Crown corporation that wholly owns the subsidiary; (ministre de tutelle)

  articles

  statuts

  articles means

  • (a) original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of continuance, articles of reorganization, articles of arrangement, articles of dissolution and articles of revival, and includes any amendments thereto, and

  • (b) letters patent, memorandum of association and any constating documents or other documents of a like nature to those referred to in paragraph (a), and includes any amendments thereto; (statuts)

  auditor

  vérificateur

  auditor includes a partnership of auditors; (vérificateur)

  board of directors

  conseil d’administration

  board of directors means a board of directors, by whatever name called, of a corporation and includes a group of persons, other than a minister of the Crown, that constitutes a corporation; (conseil d’administration)

  by-law

  règlements administratifs

  by-law means a by-law, by whatever name called, of a corporation and includes an amendment or a repeal of a by-law; (règlements administratifs)

  chairman

  président

  chairman means a person occupying the position of chairman, by whatever name called, of the board of directors of a corporation; (président)

  charter

  acte constitutif

  charter means

  • (a) in relation to a corporation established by an Act of Parliament, the Act, and

  • (b) in relation to a corporation established by articles, the articles; (acte constitutif)

  corporation

  personne morale

  corporation includes a company or other body corporate wherever or however incorporated; (personne morale)

  Crown

  Sa Majesté

  Crown means Her Majesty in right of Canada; (Sa Majesté)

  Crown corporation

  société d’État

  Crown corporation means a parent Crown corporation or a wholly-owned subsidiary; (société d’État)

  directive

  directive[Repealed, 1991, c. 24, s. 21]

  director

  administrateur

  director means a person occupying the position of director, by whatever name called, of a corporation and includes any person, other than a minister of the Crown, in a group of persons that constitutes a corporation; (administrateur)

  major business or activity

  activités principales

  major business or activity, in relation to a parent Crown corporation or a wholly-owned subsidiary, means a class of business or activity of the corporation or subsidiary established pursuant to subsection (10) or, if no classes are so established, all the business or activity of the corporation or subsidiary; (activités principales)

  parent Crown corporation

  société d’État mère

  parent Crown corporation means a corporation that is wholly owned directly by the Crown, but does not include a departmental corporation; (société d’État mère)

  regulations

  règlements

  regulations means the regulations made under this Part; (règlements)

  share

  action

  share includes a membership interest or ownership interest in a corporation; (action)

  wholly-owned subsidiary

  filiale à cent pour cent

  wholly-owned subsidiary means a corporation that is wholly owned by one or more parent Crown corporations directly or indirectly through any number of subsidiaries each of which is wholly owned directly or indirectly by one or more parent Crown corporations. (filiale à cent pour cent)

• Marginal note:Wholly owned by Crown

  (2) For the purposes of this Part, a corporation is wholly owned directly by the Crown if

  • (a) all of the issued and outstanding shares of the corporation, other than shares necessary to qualify persons as directors, are held, otherwise than by way of security only, by, on behalf of or in trust for the Crown; or

  • (b) all the directors of the corporation, other than ex officio directors, are appointed by the Governor in Council or by a minister of the Crown with the approval of the Governor in Council.

• Marginal note:Holding by agent corporations

  (3) For the purposes of subsection (2), shares held by a corporation that is an agent of the Crown

  • (a) are deemed not to be held by or on behalf of the Crown; and

  • (b) are not by reason of that fact alone shares held in trust for the Crown.

• Marginal note:Wholly owned by other corporation or corporations

  (4) For the purposes of this Part, a corporation is wholly owned by one or more other corporations if

  • (a) all of the issued and outstanding shares of the corporation, other than shares necessary to qualify persons as directors, are held, otherwise than by way of security only, by, on behalf of or in trust for the one or more other corporations;

  • (b) all the directors of the corporation are appointed by the board or boards of directors of the one or more other corporations; or

  • (c) all the directors of the one or more other corporations are, by virtue of their being directors of the one or more other corporations, directors of the corporation.

• Marginal note:Affiliates

  (5) For the purposes of this Part,

  • (a) one corporation is an affiliate of another corporation if one of them is the subsidiary of the other or both are subsidiaries of the same corporation or each of them is controlled by the same person; and

  • (b) if two corporations are affiliates of the same corporation at the same time, they are deemed to be affiliates of each other.

• Marginal note:Subsidiaries

  (6) For the purposes of this Part, a corporation is a subsidiary of another corporation if it is controlled by that other corporation.

• Marginal note:Control

  (7) For the purposes of this Part, a corporation with share capital is controlled by a person if

  • (a) shares of the corporation to which are attached more than fifty per cent of the votes that may be cast to elect directors of the corporation are held, otherwise than by way of security only, by, on behalf of or in trust for that person; and

  • (b) the votes attached to those shares are sufficient, if exercised, to elect a majority of the directors of the corporation.

• Marginal note:Idem

  (8) For the purposes of this Part, a corporation without share capital is controlled by a person if that person is able to appoint the majority of the directors of the corporation, whether or not he does so.

• Marginal note:Appointment

  (9) For the purposes of this Part, a person is deemed to be appointed by another person or group of persons if that person is appointed on the direction of that other person or group, whether or not he is actually appointed by that other person or group.

• Marginal note:Major business or activity

  (10) Where, in the opinion of the Governor in Council, a parent Crown corporation or a wholly-owned subsidiary of a parent Crown corporation carries on, or a parent Crown corporation and any wholly-owned subsidiary of the corporation carry on, more than one business or activity, the parent Crown corporation shall, with the approval of the Governor in Council, classify the businesses or activities for the purposes of this Part.

Application

Marginal note:Binding on the Crown

84 For greater certainty, this Part is binding on the Crown.

Marginal note:Exempted Crown corporations

• 85 (1) Divisions I to IV do not apply to the Bank of Canada, the Canada Council for the Arts, the Canada Pension Plan Investment Board, the Canadian Broadcasting Corporation, the Telefilm Canada, the International Development Research Centre or the National Arts Centre Corporation.

• Marginal note:Idem

  (2) Divisions I to V do not apply to any Crown corporation incorporated or acquired, with the written authorization of the appropriate Minister,

  • (a) by or on behalf of the Royal Canadian Mounted Police for the purpose of performing its functions under the laws of Canada; or

  • (b) by or on behalf of any service established by an Act of Parliament to collect information and intelligence respecting the security of Canada.

• Marginal note:Idem

  (3) Divisions I to IV do not apply to

  • (a) a federal member institution, within the meaning assigned to that expression by section 2 of the Canada Deposit Insurance Corporation Act, the shares of which have been vested in the Canada Deposit Insurance Corporation by order of the Governor in Council under section 39.13 of that Act; or

  • (b) to the Canada Deposit Insurance Corporation, as a parent Crown corporation in respect of a wholly-owned subsidiary that is a federal member institution described in paragraph (a).

Marginal note:Application to wholly-owned subsidiaries

• 86 (1) Each parent Crown corporation shall take such steps in relation to the articles, by-laws and management of each wholly-owned subsidiary of the corporation, if any, as are necessary to ensure that the businesses, activities and other affairs of the subsidiary are carried on in accordance with this Part and the regulations.

• Marginal note:Idem

  (2) The Governor in Council may declare any provision of this Part that applies only to parent Crown corporations to apply to a wholly-owned subsidiary, and the provision applies, with such modifications as the circumstances require, to that wholly-owned subsidiary as if it were a parent Crown corporation.

Marginal note:Inconsistencies

87 Except as otherwise expressly provided, in the event of any inconsistency between the provisions of this Part and the provisions of any other Act of Parliament, the provisions of this Part prevail.

DIVISION ICORPORATE AFFAIRS

Accountability to Parliament

Marginal note:Accountability to Parliament

88 Each Crown corporation is ultimately accountable, through the appropriate Minister, to Parliament for the conduct of its affairs.

Directives

Marginal note:Directives by Governor in Council

• 89 (1) The Governor in Council may, on the recommendation of the appropriate Minister, give a directive to any parent Crown corporation, if the Governor in Council is of the opinion that it is in the public interest to do so.

• Marginal note:Consultation

  (2) Before a directive is given to a parent Crown corporation, the appropriate Minister shall consult the board of directors of the corporation with respect to the content and effect of the directive.

• (3) [Repealed, 1991, c. 24, s. 23]

• Marginal note:Tabling in Parliament

  (4) The appropriate Minister shall cause a copy of any directive given to a parent Crown corporation to be laid before each House of Parliament on any of the first fifteen days on which that House is sitting after the directive is given.

• (5) [Repealed, 1991, c. 24, s. 23]

• Marginal note:Notification of implementation

  (6) Forthwith after implementing a directive and completing any actions required to be taken in connection therewith, a parent Crown corporation shall notify the appropriate Minister that the directive has been implemented.

• Marginal note:Restriction

  (7) No directive shall be given to the Standards Council of Canada with respect to

  • (a) the manner in which voluntary standardization is promoted; or

  • (b) the provision of financial assistance to or for the benefit of a particular person or group of persons.

Marginal note:Implementation

• 89.1 (1) The directors of a parent Crown corporation to which a directive is given shall ensure that the directive is implemented in a prompt and efficient manner and, if in so doing they act in accordance with section 115, they are not accountable for any consequences arising from the implementation of the directive.

• Marginal note:Best interests

  (2) Compliance by a parent Crown corporation with a directive is deemed to be in the best interests of the corporation.

• Marginal note:Definition of directive

  (3) In this section, directive means

  • (a) a directive given pursuant to subsection 89(1), 94(2) or 114(3);

  • (b) a direction given under subsection 5(2) of the Canada Mortgage and Housing Corporation Act, subsection 9(2) of the Canadian Commercial Corporation Act, subsection 11(1) of the Canadian Dairy Commission Act or subsection 34(3) of the Enterprise Cape Breton Corporation Act; or

  • (c) a directive given under subsection 22(1) of the Canada Post Corporation Act.

Implementation of World Trade Organization Agreement

Marginal note:Directive

• 89.2 (1) Notwithstanding subsection 85(1), the Governor in Council may give a directive pursuant to subsection 89(1) to any parent Crown corporation for the purpose of implementing any provision of the WTO Agreement that pertains to that Crown corporation.

• Marginal note:Regulations

  (2) The Governor in Council may, on the recommendation of the Treasury Board and the appropriate Minister made at the request of a Crown corporation, make such regulations in relation to that corporation as the Governor in Council considers necessary for the purpose of implementing any provision of the WTO Agreement that pertains to that corporation.

• Marginal note:Definition

  (3) In subsections (1) and (2), WTO Agreement has the meaning given to the word Agreement by subsection 2(1) of the World Trade Organization Agreement Implementation Act.

Implementation of Agreement on Internal Trade

Marginal note:Directive

89.3 Notwithstanding subsection 85(1), the Governor in Council may give a directive pursuant to subsection 89(1) to any parent Crown corporation for the purpose of implementing any provision of the Agreement as that term is defined in section 2 of the Agreement on Internal Trade Implementation Act that pertains to that Crown corporation.

Implementation of Canada-Chile Free Trade Agreement

Marginal note:Directive

• 89.4 (1) Notwithstanding subsection 85(1), the Governor in Council may give a directive under subsection 89(1) to any parent Crown corporation for the purpose of implementing any provision of the Canada-Chile Free Trade Agreement that pertains to that Crown corporation.

• Marginal note:Regulations

  (2) The Governor in Council may, on the recommendation of the Treasury Board and the appropriate Minister made at the request of a Crown corporation, make such regulations in relation to that corporation as the Governor in Council considers necessary for the purpose of implementing any provision of the Canada-Chile Free Trade Agreement that pertains to that corporation.

• Marginal note:Definition of Canada-Chile Free Trade Agreement

  (3) In subsections (1) and (2), Canada-Chile Free Trade Agreement has the meaning given to the word Agreement by subsection 2(1) of the Canada-Chile Free Trade Agreement Implementation Act.

Implementation of Canada — Costa Rica Free Trade Agreement

Marginal note:Directive

• 89.5 (1) Notwithstanding subsection 85(1), the Governor in Council may give a directive under subsection 89(1) to any parent Crown corporation for the purpose of implementing any provision of the Canada — Costa Rica Free Trade Agreement that pertains to that Crown corporation.

• Marginal note:Regulations

  (2) The Governor in Council may, on the recommendation of the Treasury Board and the appropriate Minister made at the request of a Crown corporation, make such regulations in relation to that corporation as the Governor in Council considers necessary for the purpose of implementing any provision of the Canada — Costa Rica Free Trade Agreement that pertains to that corporation.

• Marginal note:Definition of Canada — Costa Rica Free Trade Agreement

  (3) In subsections (1) and (2), Canada — Costa Rica Free Trade Agreement has the meaning given to the word “Agreement” by subsection 2(1) of the Canada — Costa Rica Free Trade Agreement Implementation Act.

Restricted Transactions

Marginal note:Transactions requiring Parliamentary authorization

• 90 (1) No person shall, unless authorized by an Act of Parliament,

  • (a) procure the incorporation of a corporation any shares of which, on incorporation, would be held by, on behalf of or in trust for the Crown;

  • (b) acquire shares of a corporation that, on acquisition, would be held by, on behalf of or in trust for the Crown;

  • (c) apply for articles that would add to or otherwise make a material change in the objects or purposes for which a parent Crown corporation is incorporated, or the restrictions on the businesses or activities that a parent Crown corporation may carry on, as set out in its articles;

  • (d) sell or otherwise dispose of any shares of a parent Crown corporation; or

  • (e) procure the dissolution or amalgamation of a parent Crown corporation.

• Marginal note:Idem

  (2) No parent Crown corporation shall, unless authorized by an Act of Parliament, sell or otherwise dispose of all or substantially all of the assets of the corporation.

• Marginal note:Idem

  (3) Subject to subsection (2), no corporation, or corporations, in a related group shall, unless authorized by an Act of Parliament, sell or otherwise dispose of any of the assets of the corporation or corporations, if the assets to be sold or otherwise disposed of constitute all or substantially all of the total assets of the group.

• Marginal note:Holding by agent corporations

  (4) For the purposes of paragraphs (1)(a) and (b), shares held by a corporation that is an agent of the Crown

  • (a) are deemed not to be held by or on behalf of the Crown; and

  • (b) are not by reason of that fact alone shares held in trust for the Crown.

• Marginal note:Interpretation

  (5) For the purposes of this section and sections 91 to 94,

  • (a) a reference to an acquisition or a sale or other disposal includes an acquisition or a sale or other disposal

    • (i) that is between agent corporations or between the Crown and an agent corporation, or

    • (ii) that occurs as a result of more than one related transaction or event;

  • (b) a reference to the assets of a corporation or corporations includes shares of another corporation held by, on behalf of or in trust for the corporation or corporations;

  • (c) person includes an agent of the Crown;

  • (d) related group means a group of corporations consisting of a parent Crown corporation and all of its wholly-owned subsidiaries; and

  • (e) shares includes any conversion or exchange privilege, option or right to acquire shares.

Marginal note:Transactions requiring Governor in Council authorization

• 91 (1) Subject to section 90, no parent Crown corporation or wholly-owned subsidiary of a parent Crown corporation shall, unless authorized by the Governor in Council,

  • (a) procure the incorporation of a corporation any shares of which, on incorporation, would be held by, on behalf of or in trust for the corporation or subsidiary;

  • (b) acquire shares of a corporation that, on acquisition, would be held by, on behalf of or in trust for the corporation or subsidiary;

  • (c) acquire all or substantially all of the assets of another corporation;

  • (d) sell or otherwise dispose of any shares of a wholly-owned subsidiary of the corporation; or

  • (e) procure the dissolution or amalgamation of a wholly-owned subsidiary of the corporation.

• Marginal note:Idem

  (2) Subject to section 90 and subsection (3), no corporation, or corporations, in a related group shall, unless authorized by the Governor in Council, sell or otherwise dispose of any of the assets of the corporation or corporations used in any major business or activity of the corporation or corporations, if the assets to be sold or otherwise disposed of constitute all or substantially all of the total assets of the group used in that major business or activity.

• Marginal note:Idem

  (3) Subject to section 90, no wholly-owned subsidiary shall, unless authorized by the Governor in Council,

  • (a) sell or otherwise dispose of any shares of the subsidiary; or

  • (b) sell or otherwise dispose of all or substantially all of the assets of the subsidiary.

• Marginal note:Idem

  (4) Subject to section 90, no person shall, unless authorized by the Governor in Council, apply for articles in respect of a parent Crown corporation.

• Marginal note:Inclusion in corporate plan

  (5) Where a parent Crown corporation sets out the details of a proposed transaction in a corporate plan submitted pursuant to section 122, the Governor in Council, in addition to approving the plan under that section, may authorize a person to undertake the transaction for the purposes of this section.

• Marginal note:Power to execute transaction required

  (6) No person shall be authorized under this section to undertake a transaction unless the Governor in Council is satisfied that the person is otherwise empowered to undertake the transaction.

• Marginal note:Terms and conditions

  (7) The Governor in Council may, in any authorization under this section, specify such terms and conditions as the Governor in Council deems appropriate and may make the authorization either one of general application or in respect of any specified transaction or transactions.

Marginal note:Exceptions

• 92 (1) Sections 90 and 91 do not apply in respect of

  • (a) the acquisition of shares or assets by way of security only, or the sale or other disposal of shares or assets held by way of security only;

  • (b) the acquisition or the sale or other disposal of shares or assets in the ordinary course of a business of providing financial assistance;

  • (c) the acquisition or the sale or other disposal of shares or assets, if the acquisition, sale or disposal involves only

    • (i) a parent Crown corporation and one or more wholly-owned subsidiaries of the corporation, or

    • (ii) two or more wholly-owned subsidiaries

    and is made as part of a bona fide reorganization of the parent Crown corporation or wholly-owned subsidiaries;

  • (d) the acquisition of shares by way of the exercise of any conversion or exchange privilege, option or right to acquire shares, if that privilege, option or right was acquired in accordance with section 90 or 91, as the case may be;

  • (e) the acquisition of shares of a parent Crown corporation by the corporation; or

  • (f) the acquisition of shares of a wholly-owned subsidiary by the subsidiary, the parent Crown corporation that wholly owns the subsidiary or any other wholly-owned subsidiary of that parent Crown corporation.

• Marginal note:Exception

  (1.1) Paragraphs 90(1)(b) and 91(1)(b) do not apply in respect of the nomination or appointment of a person to the board of directors or membership of a corporation, except where

  • (a) a majority of the directors or members are nominated or appointed by or on behalf of the Crown or by directors or members who were nominated or appointed by or on behalf of the Crown; or

  • (b) the Crown would otherwise obtain control of the corporation.

• Marginal note:Regulations

  (2) The Governor in Council may make regulations exempting a specified parent Crown corporation or wholly-owned subsidiary or a parent Crown corporation or wholly-owned subsidiary of a specified class from the application of section 91, either generally or in respect of any transaction of a specified class.

Marginal note:Notification

• 93 (1) Where a person undertakes a transaction referred to in section 90 or 91, that person shall notify the prescribed person in accordance with the regulations.

• Marginal note:Regulations

  (2) For the purposes of subsection (1), the Governor in Council may make regulations prescribing the person to be notified and the time within which and manner in which that person is to be notified.

Marginal note:Dissolution

• 94 (1) Notwithstanding section 90, where a parent Crown corporation is not named in Schedule III within a period of sixty days after its incorporation or acquisition, the directors and shareholders of the corporation shall forthwith after the expiration of that period take all steps necessary to dissolve the corporation.

• Marginal note:Dissolution or sale

  (2) Notwithstanding section 91, the Governor in Council may direct that

  • (a) any wholly-owned subsidiary incorporated contrary to section 91 be dissolved or otherwise disposed of,

  • (b) any shares of a corporation acquired contrary to section 91 be sold or otherwise disposed of,

  • (c) any change effected by articles contrary to section 91 be reversed, or

  • (d) any assets acquired contrary to section 91 be sold or otherwise disposed of,

  and the directors and shareholders of the corporation in respect of which the direction is given shall forthwith take all steps necessary to comply with the direction.

Marginal note:No inconsistent business or activity

• 95 (1) No parent Crown corporation or wholly-owned subsidiary of a parent Crown corporation shall carry on any business or activity that is not consistent with the objects or purposes for which the parent Crown corporation is incorporated, or the restrictions on the businesses or activities that it may carry on, as set out in its charter.

• Marginal note:Savings

  (2) Subsection (1) shall not be construed as prohibiting or restricting a parent Crown corporation or wholly-owned subsidiary from continuing to carry on any business or activity that it carried on immediately before September 1, 1984.

Crown Agency Status

Marginal note:Exercise of powers

96 An agent corporation may exercise its powers only as an agent of the Crown.

Marginal note:Name in contracts

97 An agent corporation may enter into contracts in the name of the Crown or in the name of the corporation.

Marginal note:Legal proceedings

98 Actions, suits or other legal proceedings in respect of any right or obligation acquired or incurred by an agent corporation, whether in the name of the Crown or in the name of the corporation, may be brought or taken by or against the corporation in the name of the corporation in any court that would have jurisdiction if the corporation were not an agent of the Crown.

Marginal note:Property of the Crown

• 99 (1) Where the title to property is held in the name of an agent corporation, that property is the property of the Crown.

• Marginal note:Disposal of property

  (2) Subject to this section and sections 90, 91 and 130, an agent corporation may sell or otherwise dispose of any property held by the corporation and may retain and use the proceeds of disposition thereof, but only

  • (a) in accordance with the regulations; or

  • (b) on the authorization of the Governor in Council.

• Marginal note:Exception

  (3) Subsection (2) does not apply in respect of any sale or other disposal of real or personal property by an agent corporation established by an Act of Parliament, if

  • (a) the corporation is specifically empowered by that Act or any other Act of Parliament to sell or otherwise dispose of real or personal property, as the case may be; or

  • (b) the corporation is specifically empowered by that Act or any other Act of Parliament to sell or otherwise dispose of real or personal property, as the case may be, for consideration not exceeding a specified amount and the sale or other disposal of the real or personal property is for consideration equal to or less than the specified amount.

• Marginal note:Regulations

  (4) For the purposes of subsection (2), the Governor in Council may make regulations

  • (a) prescribing the terms and conditions on which an agent corporation may sell or otherwise dispose of property;

  • (b) prescribing the circumstances in which an agent corporation may retain and use all or any part of the proceeds of any disposition of property; and

  • (c) exempting a specified agent corporation or an agent corporation of a specified class from the application of paragraphs (2)(a) and (b), either generally or in respect of any specified property or any property of a specified class.

• Marginal note:Terms and conditions

  (5) The Governor in Council may, in any authorizing order under subsection (2), specify such terms and conditions as he deems appropriate, including terms and conditions respecting the retention and use of all or any part of the proceeds of the disposition by the agent corporation.

• Marginal note:Provision and Acts not applicable

  (6) Section 61 of this Act, the Surplus Crown Assets Act, and the Federal Real Property and Federal Immovables Act, except paragraphs 16(1)(g) and (h) and (2)(g) and subsection 18(6), do not apply to an agent corporation.

Marginal note:Security interests

100 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 real or personal property held by the corporation.

Marginal note:Borrowing

101 No agent corporation shall borrow money otherwise than from the Crown, unless the corporation is both

• (a) empowered by an Act of Parliament to so borrow money; and

• (b) specifically authorized by any Act of Parliament, including an appropriation Act, to so borrow money.

Third Parties

Marginal note:Assertions

• 102 (1) A Crown corporation may not assert against a person dealing with the corporation or with any person who has acquired rights from the corporation that

  • (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.

• Marginal note:Certificate

  (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 chairman 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.

• Marginal note:Invalidity

  (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.

Application

Marginal note:Provision not applicable

103 Section 268 of the Canada Business Corporations Act does not apply to a parent Crown corporation.

Marginal note:Act not applicable

104 The Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, does not apply to a parent Crown corporation.

DIVISION IIDIRECTORS AND OFFICERS

Interpretation

Marginal note:Definition of officer-director

104.1 In this Division, officer-director, in respect of a parent Crown corporation, means

• (a) the chairman and the chief executive officer of the corporation, by whatever name called; and

• (b) in the case of a parent Crown corporation established by or pursuant to an Act of Parliament, any person who holds an office in the corporation that is established by or pursuant to that Act and who, as the holder of that office, is, by a provision in that Act, to be appointed by the Governor in Council and declared to be a director of the corporation.

Appointment

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 such term, not exceeding three years, as 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:Majority not to be officers

  (2) The majority of the directors of a parent Crown corporation are not to be officers or employees of the corporation or any of its affiliates.

• Marginal note:Re-appointment

  (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) Notwithstanding subsection (1), if any director of a parent Crown corporation is not appointed to take office on the expiration of the term of an incumbent director, the incumbent director continues in office until his 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.

• Marginal note:Consultation

  (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 shall be construed as empowering the appointment, re-appointment or continuation in office as a director or officer-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.

• Marginal note:Exception

  (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]

Marginal note:Validity of acts

106 An act of a director, chairman, 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.

Resignation

Marginal note:Resignation

• 107 (1) A resignation of a director, chairman or chief executive officer of a parent Crown corporation becomes effective at the time the corporation receives a written resignation from him or at the time specified in the resignation, whichever is later.

• Marginal note:Copy of resignation

  (2) A parent Crown corporation shall send a copy of the resignation to the Clerk of the Privy Council within fifteen days after the parent Crown corporation receives it.

Remuneration

Marginal note:Remuneration

• 108 (1) The rate of any remuneration paid to a director, chairman or chief executive officer of a parent Crown corporation for his services in respect of that office and, in the case of a chairman or chief executive officer, any other office of the corporation or an affiliate thereof shall be fixed by the Governor in Council.

• Marginal note:Other benefits

  (2) Any benefits, other than remuneration, provided to a director, chairman or chief executive officer of a parent Crown corporation for his services in respect of that office and, in the case of a chairman or chief executive officer, any other office of the corporation or an affiliate thereof shall be fixed by the board of directors of the corporation in accordance with the regulations.

• Marginal note:Wholly-owned subsidiary

  (2.1) The rate of any remuneration paid to a director, chairman or chief executive officer of a wholly-owned subsidiary who is not also an officer-director of the parent Crown corporation for the director’s, chairman’s or officer’s services in respect of that subsidiary shall be fixed by the board of directors of the parent Crown corporation.

• Marginal note:Regulations

  (3) For the purposes of this section, the Governor in Council may make regulations

  • (a) defining the term remuneration; and

  • (b) respecting the provision and fixing of benefits, other than remuneration, to or for any director, chairman or chief executive officer.

Management

Marginal note:Management

109 Subject to this Part, the board of directors of a Crown corporation is responsible for the management of the businesses, activities and other affairs of the corporation.

Marginal note:Resolution in lieu of meeting

• 110 (1) A resolution in writing, signed by all the directors of a Crown corporation entitled to vote on that resolution at a meeting of the board of directors or a committee of directors of the corporation is as valid as if it had been passed at a meeting of the board of directors or a committee of directors, as the case may be.

• 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 committee of directors, as the case may be.

Marginal note:Dissent

• 111 (1) A director of a Crown corporation who is present at a meeting of the board of directors or a committee of directors of the corporation is deemed to have consented to any resolution passed or action taken at that meeting unless the director

  • (a) requests that written notice of his dissent be or written notice of his dissent is entered in the minutes of the meeting;

  • (b) gives written notice of his dissent to the secretary of the meeting before the meeting is adjourned; or

  • (c) sends written notice of his dissent by registered mail or delivers it to the head office of the corporation immediately after the meeting is adjourned.

• Marginal note:Loss of right of dissent

  (2) A director of a Crown corporation who votes for or consents to a resolution is not entitled to dissent in respect of that resolution pursuant to subsection (1).

Marginal note:Dissent of absent director

112 A director of a Crown corporation who was not present at a meeting of the board of directors or a committee of directors of the corporation at which a resolution was passed or action taken is deemed to have consented thereto unless within seven days after becoming aware of the resolution or action the director

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

• (b) sends written notice of his dissent by registered mail or delivers it to the head office of the corporation.

Marginal note:Participation by telephone, etc.

113 A director of a Crown corporation may, subject to the by-laws of the corporation, participate in a meeting of the board of directors or a committee of directors of the corporation by means of such telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a director participating in such a meeting by such means is deemed for the purposes of this Part to be present at the meeting.

By-laws

Marginal note:By-laws

• 114 (1) The board of directors of a parent Crown corporation may, by resolution, make, amend or repeal any by-laws that regulate the business or affairs of the corporation, unless the charter or by-laws of the corporation otherwise provide.

• Marginal note:Copy of by-law to appropriate Minister and President of the Treasury Board

  (2) The board of directors of a parent Crown corporation shall, after making, amending or repealing a by-law, send a copy of that by-law to the appropriate Minister and the President of the Treasury Board.

• Marginal note:Amendment or repeal

  (3) The Governor in Council may direct the board of directors of a parent Crown corporation to make, amend or repeal a by-law within such period as is specified in the direction.

• Marginal note:Regulations

  (4) The Governor in Council may make regulations

  • (a) prescribing the form or the content of by-laws of parent Crown corporations and the time at, before or within which copies of by-laws are to be sent to the appropriate Minister and the President of the Treasury Board; and

  • (b) exempting a specified parent Crown corporation or a parent Crown corporation of a specified class from the application of subsection (2), either generally or in respect of any specified by-law or any by-law of a specified class.

• Marginal note:Restriction

  (5) No direction shall be given pursuant to subsection (3) to the Standards Council of Canada with respect to

  • (a) the manner in which voluntary standardization is promoted; or

  • (b) the provision of financial assistance to or for the benefit of a particular person or group of persons.

• Marginal note:Provision not applicable

  (6) Section 103 of the Canada Business Corporations Act does not apply in respect of any parent Crown corporation established under that Act.

Duties

Marginal note:Duty of care of directors and officers

• 115 (1) Every director and every officer of a Crown corporation in exercising his powers and performing his duties shall

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

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

• Marginal note:Duty to comply

  (2) Every director and every officer of a parent Crown corporation or of a wholly-owned subsidiary of a parent Crown corporation shall comply with this Part, the regulations, the charter and by-laws of the corporation or subsidiary and any directive given to the corporation.

• Marginal note:Reliance on statements

  (3) A director or officer is not liable for a breach of his duty under subsection (1) or (2) if he relies in good faith on

  • (a) financial statements of the Crown corporation represented to him by an officer of the corporation or in a written report of the auditor of the corporation as fairly reflecting the financial condition of the corporation; or

  • (b) a report of a lawyer, accountant, engineer, appraiser or other person whose position or profession lends credibility to a statement made by him.

Marginal note:Disclosure of interest in contract

• 116 (1) A director or officer of a Crown corporation who

  • (a) is a party to a material contract or proposed material contract with the corporation, or

  • (b) is a director or officer of, or has a material interest in any person who is a party to, a material contract or proposed material contract with the corporation,

  shall disclose in writing to the corporation or request to have entered in the minutes of a meeting of the board of directors thereof the nature and extent of his interest.

• Marginal note:Time for disclosure by director

  (2) The disclosure required by subsection (1) shall be made, in the case of a director,

  • (a) at the meeting of the board of directors at which the proposed contract is first considered;

  • (b) if the director was not then interested in the proposed contract, at the first meeting of the board of directors after he becomes so interested;

  • (c) if the director becomes interested after the contract is made, at the first meeting of the board of directors after he becomes so interested; or

  • (d) if the director was interested in the contract before becoming a director, at the first meeting of the board of directors after he becomes a director.

• Marginal note:Time for disclosure by officer

  (3) The disclosure required by subsection (1) shall be made, in the case of an officer who is not a director,

  • (a) forthwith after he becomes aware that the contract or proposed contract is to be considered or has been considered at a meeting of the board of directors;

  • (b) if the officer becomes interested after the contract is made, forthwith after he becomes so interested; or

  • (c) if the officer was interested in the contract before becoming an officer, forthwith after he becomes an officer.

• Marginal note:Time for disclosure by director or officer

  (4) If a material contract or proposed material contract is one that, in the ordinary course of the business or activity of the Crown corporation, would not require approval by the board of directors, a director or officer shall disclose in writing to the corporation or request to have entered in the minutes of a meeting of the board of directors the nature and extent of his interest forthwith after the director or officer becomes aware of the contract or proposed contract.

• Marginal note:Voting

  (5) A director referred to in subsection (1) shall not vote on any resolution to approve the contract unless the contract is

  • (a) an arrangement by way of security for money lent to or obligations undertaken by him for the benefit of the Crown corporation or a subsidiary of the Crown corporation;

  • (b) one relating primarily to his remuneration or benefits as a director, officer, employee or agent of the Crown corporation or a subsidiary of the Crown corporation;

  • (c) one for indemnity or insurance under section 119; or

  • (d) one with an affiliate of the Crown corporation.

• Marginal note:Continuing disclosure

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

• Marginal note:Definition of board of directors

  (7) In this section and section 117, board of directors includes a committee of directors.

Marginal note:Avoidance standards

117 A material contract between a Crown corporation and one or more of its directors or officers, or between a Crown corporation and another person of which a director or an officer of the Crown corporation is a director or an officer or in which he 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 contract is present at or is counted to determine the presence of a quorum at a meeting of the board of directors that authorized the contract, if the director or officer disclosed his interest in accordance with subsection 116(2), (3), (4) or (6), as the case may be, and the contract was approved by the board of directors and it was reasonable and fair to the Crown corporation at the time it was approved.

Marginal note:Application to court

• 118 (1) Where a director or an officer of a Crown corporation fails to disclose his interest in a material contract in accordance with section 116, a court may, on application of the corporation or on behalf of the Crown, set aside the contract on such terms as it thinks fit.

• Marginal note:Definition of “court”

  (2) In this section, court means

  • (a) in the Province of Prince Edward Island or Newfoundland, the trial division of the Supreme Court of the Province;

  • (a.1) in the Province of Ontario, the Superior Court of Justice;

  • (b) in the Province of Quebec, the Superior Court of the Province;

  • (c) in the Province of New Brunswick, Manitoba, Saskatchewan or Alberta, the Court of Queen’s Bench for the Province;

  • (d) in the Provinces of Nova Scotia and British Columbia, the Supreme Court of the Province; and

  • (e) in the Yukon Territory or the Northwest Territories, the Supreme Court of the territory, and in Nunavut, the Nunavut Court of Justice.

Indemnification

Marginal note:Power to indemnify

• 119 (1) The Treasury Board shall indemnify a present or former director or officer of a Crown corporation or a person who acts or acted at the request of a Minister or a Crown corporation as a director or officer of another corporation, and the director’s or officer’s heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, that are reasonably incurred by the director or officer in respect of any civil, criminal or administrative action or proceeding to which the director or officer is a party by reason of being or having been such a director or officer, if the director or officer

  • (a) acted honestly and in good faith with a view to the best interests of the Crown corporation or other corporation; and

  • (b) in the case of any criminal or administrative action or proceeding that is enforced by a monetary penalty, believed on reasonable grounds that the director’s or officer’s conduct was lawful.

• Marginal note:Requirement to indemnify

  (2) Notwithstanding anything in this section, a director or officer referred to in subsection (1) is, and the heirs and legal representatives of the director or officer are, entitled to indemnity from the Treasury Board in respect of all costs, charges and expenses reasonably incurred by the director or officer in connection with the defence of any civil, criminal or administrative action or proceeding to which the director or officer was made a party by reason of being or having been such a director or officer, if the director or officer

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

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

• Marginal note:Regulations

  (3) The Treasury Board may make regulations specifying terms and conditions governing indemnification under this section.

• Marginal note:Payable out of C.R.F.

  (4) Any amount payable in respect of indemnification under this section may be paid out of the Consolidated Revenue Fund.

DIVISION IIIFINANCIAL MANAGEMENT AND CONTROL

Definitions

Marginal note:Definitions

120 In this Division,

annual report

annual report means a report made pursuant to section 150; (rapport annuel)

examiner

examiner means a person designated by or appointed pursuant to section 142 to carry out a special examination; (examinateur)

objectives

objectives, in relation to a parent Crown corporation, means the objectives of the corporation as set out in a corporate plan or an amendment to a corporate plan that has been approved pursuant to section 122; (objectifs)

special examination

special examination means an examination referred to in subsection 138(1). (examen spécial)

Financial Year

Marginal note:Financial year

• 121 (1) The financial year of a parent Crown corporation is the calendar year, unless the Governor in Council otherwise directs.

• Marginal note:Idem

  (2) Notwithstanding subsection (1), the financial year of a parent Crown corporation that was in effect on September 1, 1984 continues in effect, unless the Governor in Council has directed or directs otherwise.

Corporate Plans and Budgets

Marginal note:Corporate plans

• 122 (1) Each parent Crown corporation shall annually submit a corporate plan to the appropriate Minister for the approval of the Governor in Council on the recommendation of the appropriate Minister and, if required by the regulations, on the recommendation of the Minister of Finance.

• Marginal note:Scope of corporate plan

  (2) The corporate plan of a parent Crown corporation shall encompass all the businesses and activities, including investments, of the corporation and its wholly-owned subsidiaries, if any.

• Marginal note:Contents of corporate plan

  (3) The corporate plan of a parent Crown corporation shall include a statement of

  • (a) the objects or purposes for which the corporation is incorporated, or the restrictions on the businesses or activities that it may carry on, as set out in its charter;

  • (b) the corporation’s objectives for the period to which the plan relates and for each year in that period and the strategy the corporation intends to employ to achieve those objectives; and

  • (c) the corporation’s expected performance for the year in which the plan is required by the regulations to be submitted as compared to its objectives for that year as set out in the last corporate plan or any amendment thereto approved pursuant to this section.

• Marginal note:Form of corporate plan

  (4) The corporate plan of a parent Crown corporation shall be prepared in a form that clearly sets out information according to the major businesses or activities of the corporation and its wholly-owned subsidiaries, if any.

• Marginal note:Restriction on business or activity

  (5) No parent Crown corporation or wholly-owned subsidiary of a parent Crown corporation shall carry on any business or activity in any period in a manner that is not consistent with the last corporate plan of the parent Crown corporation or any amendment thereto approved pursuant to this section in respect of that period.

• Marginal note:Amendment to corporate plan

  (6) Where a parent Crown corporation, or a wholly-owned subsidiary of a parent Crown corporation, proposes to carry on any business or activity in any period in a manner that is not consistent with the last corporate plan of the corporation or any amendment thereto approved pursuant to this section in respect of that period, the corporation shall, before that business or activity is so carried on, submit an amendment to the corporate plan to the appropriate Minister for approval as described in subsection (1).

• Marginal note:Terms and conditions

  (6.1) The Governor in Council may specify such terms and conditions as the Governor in Council deems appropriate for the approval of a corporate plan or an amendment to a corporate plan.

• Marginal note:Regulations

  (7) The Governor in Council may make regulations prescribing, for the purposes of this section, the circumstances in which the recommendation of the Minister of Finance is required for the approval of a corporate plan or an amendment thereto.

Marginal note:Operating budgets

• 123 (1) Each parent Crown corporation named in Part I of Schedule III shall annually submit an operating budget for the next following financial year of the corporation to the appropriate Minister for the approval of the Treasury Board on the recommendation of the appropriate Minister.

• Marginal note:Scope of operating budget

  (2) The operating budget of a parent Crown corporation shall encompass all the businesses and activities, including investments, of the corporation and its wholly-owned subsidiaries, if any.

• Marginal note:Form of operating budget

  (3) The operating budget of a parent Crown corporation shall be prepared in a form that clearly sets out information according to the major businesses or activities of the corporation and its wholly-owned subsidiaries, if any.

• Marginal note:Amendment to operating budget

  (4) Where a parent Crown corporation anticipates that the total amount of expenditures or commitments to make expenditures in respect of any major business or activity in a financial year will vary significantly from the total amount projected for that major business or activity in an operating budget of the corporation or any amendment thereto that is approved pursuant to this section for that year, the corporation shall submit an amendment to the budget to the appropriate Minister for the approval of the Treasury Board on the recommendation of the appropriate Minister.

• Marginal note:Terms and conditions

  (5) The Treasury Board may specify such terms and conditions as it deems appropriate for the approval of an operating budget or an amendment to an operating budget.

Marginal note:Capital budgets

• 124 (1) Each parent Crown corporation shall annually submit a capital budget for the next following financial year of the corporation to the appropriate Minister for the approval of the Treasury Board on the recommendation of the appropriate Minister.

• Marginal note:Scope of capital budget

  (2) The capital budget of a parent Crown corporation shall encompass all the businesses and activities, including investments, of the corporation and its wholly-owned subsidiaries, if any.

• Marginal note:Approval of multi-year items

  (3) The Treasury Board may approve any item in a capital budget submitted pursuant to subsection (1) for any financial year or years after the financial year for which the budget is submitted.

• Marginal note:Form of capital budget

  (4) The capital budget of a parent Crown corporation shall be prepared in a form that clearly sets out information according to the major businesses or activities of the corporation and its wholly-owned subsidiaries, if any.

• Marginal note:Restriction on capital expenditures or commitments

  (5) No parent Crown corporation or wholly-owned subsidiary of a parent Crown corporation shall incur, or make a commitment to incur, a capital expenditure in any financial year for which the corporation is required to submit a budget pursuant to this section, unless

  • (a) a budget for that year has been approved pursuant to this section; or

  • (b) the expenditure or commitment

    • (i) is included in an item for that year that has been approved pursuant to subsection (3) as part of a budget for a previous year,

    • (ii) has been specifically approved pursuant to this section as though it were a capital budget, or

    • (iii) is, in the opinion of the board of directors of the corporation or subsidiary, essential to continue a current business or activity of the corporation or subsidiary as set out in a corporate plan or budget of the corporation that has been approved pursuant to this section or section 122 or 123.

• Marginal note:Amendment to capital budget

  (6) Where, by reason of any one or more proposed expenditures or commitments to make expenditures, a parent Crown corporation anticipates that the total amount of expenditures or commitments to make expenditures in respect of any major business or activity in a financial year will vary significantly from the total amount projected for that major business or activity in a capital budget of the corporation or any amendment thereto that is approved pursuant to this section for that year, the corporation shall submit an amendment to the budget to the appropriate Minister for the approval of the Treasury Board on the recommendation of the appropriate Minister, and the expenditure or expenditures shall not be incurred or commitments made before that approval is obtained.

• Marginal note:Recommendation of Minister of Finance

  (7) The Minister of Finance may require that his recommendation, in addition to that of the appropriate Minister, be obtained before a capital budget or an amendment to a capital budget is submitted to the Treasury Board for approval under this section.

• Marginal note:Terms and conditions

  (8) The Treasury Board may specify such terms and conditions as it deems appropriate for the approval of a capital budget or an amendment to a capital budget.

Marginal note:Summary of plan or budget

• 125 (1) After a corporate plan, operating budget or capital budget, or an amendment thereto, is approved pursuant to section 122, 123 or 124, the parent Crown corporation shall submit a summary of the plan or budget, or the plan or budget as so amended, to the appropriate Minister for his approval.

• Marginal note:Scope of summary

  (2) A summary shall encompass all the businesses and activities, including investments, of the parent Crown corporation and its wholly-owned subsidiaries, if any, and shall set out the major business decisions taken with respect thereto.

• Marginal note:Form of summary

  (3) A summary shall be prepared in a form that clearly sets out information according to the major businesses or activities of the parent Crown corporation and its wholly-owned subsidiaries, if any.

• Marginal note:Tabling in Parliament

  (4) The appropriate Minister shall cause a copy of every summary he approves pursuant to this section to be laid before each House of Parliament.

• Marginal note:Reference to committee

  (5) A summary laid before Parliament pursuant to subsection (4) stands permanently referred to such committee of Parliament as may be designated or established to review matters relating to the businesses and activities of the corporation submitting the summary.

Marginal note:Regulations

126 In addition to any other requirements under this Act or any other Act of Parliament with respect thereto, the Treasury Board may make regulations

• (a) prescribing the form in which corporate plans, budgets, summaries or amendments required under section 122, 123, 124 or 125 shall be prepared, the information to be included therein and the time at, before or within which they are to be submitted and summaries are to be laid before each House of Parliament;

• (b) prescribing the period to be covered by corporate plans under section 122, either generally or in respect of any specified parent Crown corporation or any parent Crown corporation of a specified class; and

• (c) defining for the purpose of this Division the expression vary significantly.

Borrowing

Marginal note:Intended borrowing

• 127 (1) Where a parent Crown corporation or a wholly-owned subsidiary of a parent Crown corporation intends to borrow money, the corporation shall so indicate in its corporate plan or an amendment thereto under section 122 for the period in which the corporation or subsidiary intends to borrow and shall give a general indication therein of the borrowing plans and strategy of the corporation or subsidiary for that period.

• Marginal note:Recommendation of Minister of Finance

  (2) Where a parent Crown corporation indicates in a corporate plan or an amendment to a corporate plan an intention to borrow money, the Minister of Finance may require that his recommendation, in addition to that of the appropriate Minister, be obtained before the plan or amendment is submitted to the Governor in Council for approval.

• Marginal note:Particular borrowing

  (3) No Crown corporation shall enter into any particular transaction to borrow money without the approval of the Minister of Finance with respect to the time and the terms and conditions of the transaction.

• Marginal note:Regulations

  (4) The Governor in Council may, on the recommendation of the Minister of Finance, make regulations

  • (a) exempting a specified Crown corporation or a Crown corporation of a specified class from the application of subsection (3), either generally or in respect of any specified borrowing or any borrowing of a specified class;

  • (b) deeming a specified transaction or a transaction of a specified class to be, for the purposes of this Part, a transaction to borrow money; and

  • (c) specifying the manner of granting approvals under subsection (3) and the circumstances in which an approval under that subsection is deemed to have been granted in respect of borrowing by Crown corporations.

• Marginal note:Limitations preserved

  (5) Nothing in this section shall be construed as authorizing a Crown corporation to borrow money in excess of any limit established by any other Act of Parliament on the amount of money the corporation may borrow.

Bank Accounts

Marginal note:Deposits and deposit receipts

128 A Crown corporation may, directly or indirectly, deposit funds with or acquire deposit receipts from

• (a) any member of the Canadian Payments Association;

• (b) any local cooperative credit society that is a member of a central cooperative credit society having membership in the Canadian Payments Association; and

• (c) any financial institution outside Canada that is not a member of the Canadian Payments Association, but only with the approval of the Minister of Finance.

Marginal note:Receiver General account

• 129 (1) A parent Crown corporation shall, if directed by the Minister of Finance with the concurrence of the appropriate Minister, and may, if the Minister of Finance and the appropriate Minister approve, pay or cause to be paid all or any part of the money of the corporation or a wholly-owned subsidiary of the corporation to the Receiver General to be paid into the Consolidated Revenue Fund and credited to a special account in the accounts of Canada in the name of the corporation or subsidiary, and the Receiver General, subject to such terms and conditions as the Minister of Finance may prescribe, may pay out, for the purposes of the corporation or subsidiary, or repay to the corporation or subsidiary, all or any part of the money credited to the special account.

• Marginal note:Interest

  (2) Interest may be paid from the Consolidated Revenue Fund in respect of money credited to a special account pursuant to subsection (1), in accordance with and at rates fixed by the Minister of Finance with the approval of the Governor in Council.

Surpluses

Marginal note:Payment over of surplus money

130 Subject to any other Act of Parliament, where the appropriate Minister and the Minister of Finance, with the approval of the Governor in Council, so direct, a parent Crown corporation shall pay or cause to be paid to the Receiver General so much of the money of the corporation or of a wholly-owned subsidiary of the corporation as the appropriate Minister and the Minister of Finance consider to be in excess of the amount required for the purposes of the corporation or subsidiary, and any money so paid may be applied toward the discharge of any obligation of the corporation or subsidiary to the Crown or may be applied as revenues of Canada.

Dividends

Marginal note:Dividend proposal

130.1 Each parent Crown corporation named in Part II of Schedule III shall annually submit a dividend proposal to the appropriate Minister as part of its corporate plan submitted pursuant to section 122.

Marginal note:Dividend payment

130.2 The Governor in Council may prescribe, waive or vary the dividends to be paid by any parent Crown corporation named in Schedule III.

Financial Management

Marginal note:Books and systems

• 131 (1) Each parent Crown corporation shall cause

  • (a) books of account and records in relation thereto to be kept, and

  • (b) financial and management control and information systems and management practices to be maintained,

  in respect of itself and each of its wholly-owned subsidiaries, if any.

• Marginal note:Idem

  (2) The books, records, systems and practices referred to in subsection (1) shall be kept and maintained in such manner as will provide reasonable assurance that

  • (a) the assets of the corporation and each subsidiary are safeguarded and controlled;

  • (b) the transactions of the corporation and each subsidiary are in accordance with this Part, the regulations, the charter and by-laws of the corporation or subsidiary and any directive given to the corporation; and

  • (c) the financial, human and physical resources of the corporation and each subsidiary are managed economically and efficiently and the operations of the corporation and each subsidiary are carried out effectively.

• Marginal note:Internal audit

  (3) Each parent Crown corporation shall cause internal audits to be conducted, in respect of itself and each of its wholly-owned subsidiaries, if any, to assess compliance with subsections (1) and (2), unless the Governor in Council is of the opinion that the benefits to be derived from those audits do not justify their cost.

• Marginal note:Financial statements

  (4) Each parent Crown corporation shall cause financial statements to be prepared annually, in respect of itself and its wholly-owned subsidiaries, if any, in accordance with generally accepted accounting principles as supplemented or augmented by regulations made pursuant to subsection (6), if any.

• Marginal note:Form of financial statements

  (5) The financial statements of a parent Crown corporation and of a wholly-owned subsidiary shall be prepared in a form that clearly sets out information according to the major businesses or activities of the corporation or subsidiary.

• Marginal note:Regulations

  (6) The Treasury Board may, for the purposes of subsection (4), make regulations respecting financial statements either generally or in respect of any specified parent Crown corporation or any parent Crown corporation of a specified class, but such regulations shall, in respect of the preparation of financial statements, only supplement or augment generally accepted accounting principles.

Auditor’s Reports

Marginal note:Annual auditor’s report

• 132 (1) Each parent Crown corporation shall cause an annual auditor’s report to be prepared, in respect of itself and its wholly-owned subsidiaries, if any, in accordance with the regulations, on

  • (a) the financial statements referred to in section 131 and any revised financial statement referred to in subsection 133(3); and

  • (b) any quantitative information required to be audited pursuant to subsection (5).

• Marginal note:Contents

  (2) A report under subsection (1) shall be addressed to the appropriate Minister and shall

  • (a) include separate statements whether in the auditor’s opinion

    • (i) the financial statements are presented fairly in accordance with generally accepted accounting principles applied on a basis consistent with that of the preceding year,

    • (ii) the quantitative information is accurate in all material respects and, if applicable, was prepared on a basis consistent with that of the preceding year, and

    • (iii) the transactions of the corporation and of each subsidiary that have come to the auditor’s notice in the course of his examination for the report were in accordance with this Part, the regulations, the charter and by-laws of the corporation or subsidiary and any directive given to the corporation; and

  • (b) call attention to any other matter falling within the scope of the auditor’s examination for the report that, in his opinion, should be brought to the attention of Parliament.

• Marginal note:Regulations

  (3) The Treasury Board may make regulations prescribing the form and manner in which the report referred to in subsection (1) is to be prepared.

• Marginal note:Separate reports

  (4) Notwithstanding any other provision of this Part, the auditor of a parent Crown corporation may prepare separate annual auditor’s reports on the statements referred to in paragraph (1)(a) and on the information referred to in paragraph (1)(b) if, in the auditor’s opinion, separate reports would be more appropriate.

• Marginal note:Audit of quantitative information

  (5) The Treasury Board may require that any quantitative information required to be included in a parent Crown corporation’s annual report pursuant to subsection 150(3) be audited.

• Marginal note:Other reports

  (6) The auditor of a parent Crown corporation shall prepare such other reports respecting the corporation or any wholly-owned subsidiary of the corporation as the Governor in Council may require.

• Marginal note:Examination

  (7) An auditor shall make such examination as he considers necessary to enable him to prepare a report under subsection (1) or (6).

• Marginal note:Reliance on internal audit

  (8) An auditor shall, to the extent he considers practicable, rely on any internal audit of the corporation being audited that is conducted pursuant to subsection 131(3).

Marginal note:Errors and omissions

• 133 (1) A director or officer of a Crown corporation shall forthwith notify the auditor and the audit committee of the corporation, if any, of any error or omission of which the director or officer becomes aware in a financial statement that the auditor or a former auditor has reported on or in a report prepared by the auditor or a former auditor pursuant to section 132.

• Marginal note:Idem

  (2) Where an auditor or former auditor of a Crown corporation is notified or becomes aware of any error or omission in a financial statement that the auditor or former auditor has reported on or in a report prepared by the auditor or former auditor pursuant to section 132, he shall forthwith notify each director of the corporation of the error or omission if he is of the opinion that the error or omission is material.

• Marginal note:Correction

  (3) Where an auditor or former auditor of a Crown corporation notifies the directors of an error or omission in a financial statement or report pursuant to subsection (2), the corporation shall prepare a revised financial statement or the auditor or former auditor shall issue a correction to the report, as the case may be, and a copy thereof shall be given to the appropriate Minister.

Auditors

Marginal note:Appointment of auditor

• 134 (1) The auditor of a parent Crown corporation shall be appointed annually by the Governor in Council, after the appropriate Minister has consulted the board of directors of the corporation, and may be removed at any time by the Governor in Council, after the appropriate Minister has consulted the board.

• Marginal note:Auditor General

  (2) On and after January 1, 1989, the Auditor General of Canada shall be appointed by the Governor in Council as the auditor, or a joint auditor, of each parent Crown corporation named in Part I of Schedule III, unless the Auditor General waives the requirement that he be so appointed.

• Marginal note:Idem

  (3) Subsections (1) and (2) do not apply in respect of any parent Crown corporation the auditor of which is specified by any other Act of Parliament to be the Auditor General of Canada, but the Auditor General is eligible to be appointed as the auditor, or a joint auditor, of a parent Crown corporation pursuant to subsection (1) and section 135 does not apply to him.

• Marginal note:Exception

  (4) Notwithstanding subsection (1), where the report referred to in subsection 132(1) is to be prepared in respect of a wholly-owned subsidiary separately, the board of directors of the parent Crown corporation that wholly owns the subsidiary shall, after consultation with the board of directors of the subsidiary, appoint the auditor of the subsidiary, and subsections (6) and sections 135 to 137 apply in respect of that auditor as though the references therein to a parent Crown corporation were references to the subsidiary.

• Marginal note:Criteria for appointment

  (5) The Governor in Council may make regulations prescribing the criteria to be applied in selecting an auditor for appointment pursuant to subsection (1) or (4).

• Marginal note:Re-appointment

  (6) An auditor of a parent Crown corporation is eligible for re-appointment on the expiration of his appointment.

• Marginal note:Continuation in office

  (7) Notwithstanding subsection (1), if an auditor of a parent Crown corporation is not appointed to take office on the expiration of the appointment of an incumbent auditor, the incumbent auditor continues in office until his successor is appointed.

Marginal note:Persons not eligible

• 135 (1) A person is disqualified from being appointed or re-appointed or continuing as an auditor of a parent Crown corporation pursuant to section 134 if that person is not independent of the corporation, any of its affiliates, or the directors or officers of the corporation or any of its affiliates.

• Marginal note:Independence

  (2) For the purposes of this section,

  • (a) independence is a question of fact; and

  • (b) a person is deemed not to be independent if that person or any of his business partners

    • (i) is a business partner, director, officer or employee of the parent Crown corporation or any of its affiliates, or a business partner of any director, officer or employee of the corporation or any of its affiliates,

    • (ii) beneficially owns or controls, directly or indirectly through a trustee, legal representative, agent or other intermediary, a material interest in the shares or debt of the parent Crown corporation or any of its affiliates, or

    • (iii) has been a receiver, receiver-manager, liquidator or trustee in bankruptcy of the parent Crown corporation or any of its affiliates within two years of his proposed appointment as auditor of the corporation.

• Marginal note:Resignation

  (3) An auditor of a parent Crown corporation who becomes disqualified under this section shall resign forthwith after becoming aware of his disqualification.

Marginal note:Qualifications preserved

136 Nothing in sections 134 and 135 shall be construed as empowering the appointment, re-appointment or continuation in office as an auditor of a parent Crown corporation of any person who does not meet any qualifications for such appointment, re-appointment or continuation established by any other Act of Parliament.

Marginal note:Resignation

137 A resignation of an auditor of a parent Crown corporation becomes effective at the time the corporation receives a written resignation from the auditor or at the time specified in the resignation, whichever is later.

Special Examination

Marginal note:Special examination

• 138 (1) Each parent Crown corporation shall cause a special examination to be carried out in respect of itself and its wholly-owned subsidiaries, if any, to determine if the systems and practices referred to in paragraph 131(1)(b) were, in the period under examination, maintained in a manner that provided reasonable assurance that they met the requirements of paragraphs 131(2)(a) and (c).

• Marginal note:Time for examination

  (2) A special examination shall be carried out at least once every five years and at such additional times as the Governor in Council, the appropriate Minister or the board of directors of the corporation to be examined may require.

• Marginal note:Plan

  (3) Before an examiner commences a special examination, he shall survey the systems and practices of the corporation to be examined and submit a plan for the examination, including a statement of the criteria to be applied in the examination, to the audit committee of the corporation, or if there is no audit committee, to the board of directors of the corporation.

• Marginal note:Resolution of disagreements

  (4) Any disagreement between the examiner and the audit committee or board of directors of a corporation with respect to a plan referred to in subsection (3) may be resolved

  • (a) in the case of a parent Crown corporation, by the appropriate Minister; and

  • (b) in the case of a wholly-owned subsidiary, by the parent Crown corporation that wholly owns the subsidiary.

• Marginal note:Reliance on internal audit

  (5) An examiner shall, to the extent he considers practicable, rely on any internal audit of the corporation being examined conducted pursuant to subsection 131(3).

Marginal note:Report

• 139 (1) An examiner shall, on completion of the special examination, submit a report on his findings to the board of directors of the corporation examined.

• Marginal note:Contents

  (2) The report of an examiner under subsection (1) shall include

  • (a) a statement whether in the examiner’s opinion, with respect to the criteria established pursuant to subsection 138(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:Special report to appropriate Minister

140 Where the examiner of a parent Crown corporation, or a wholly owned subsidiary of a parent Crown corporation, named in Part I of Schedule III is of the opinion that his report under subsection 139(1) contains information that should be brought to the attention of the appropriate Minister, he shall, after consultation with the board of directors of the corporation, or with the boards of the subsidiary and corporation, as the case may be, report that information to the Minister and furnish the board or boards with a copy of the report.

Marginal note:Special report to Parliament

141 Where the examiner of a parent Crown corporation, or a wholly-owned subsidiary of a parent Crown corporation, named in Part I of Schedule III is of the opinion that his report under subsection 139(1) contains information that should be brought to the attention of Parliament, he shall, after consultation with the appropriate Minister and the board of directors of the corporation, or with the boards of the subsidiary and corporation, as the case may be, prepare a report thereon for inclusion in the next annual report of the corporation and furnish the board or boards, the appropriate Minister and the Auditor General of Canada with copies of the report.

Marginal note:Examiner

• 142 (1) Subject to subsections (2) and (3), a special examination referred to in section 138 shall be carried out by the auditor of a parent Crown corporation.

• Marginal note:Idem

  (2) Where, in the opinion of the Governor in Council, a person other than the auditor of a parent Crown corporation should carry out a special examination, the Governor in Council may, after the appropriate Minister has consulted the board of directors of the corporation, appoint an auditor who is qualified for the purpose to carry out the examination in lieu of the auditor of the corporation and may, after the appropriate Minister has consulted the board, remove that qualified auditor at any time.

• Marginal note:Exception

  (3) Where a special examination is to be carried out in respect of a wholly-owned subsidiary separately, the board of directors of the parent Crown corporation that wholly owns the subsidiary shall, after consultation with the board of directors of the subsidiary, appoint the qualified auditor who is to carry out the special examination.

• Marginal note:Applicable provisions

  (4) Subject to subsection (5), sections 135 and 137 apply in respect of an examiner as though the references therein to an auditor were references to an examiner.

• Marginal note:Auditor General eligible

  (5) The Auditor General of Canada is eligible to be appointed an examiner and section 135 does not apply to the Auditor General of Canada in respect of such an appointment.

Consultation with Auditor General

Marginal note:Consultation with Auditor General

143 The auditor or examiner of a Crown corporation may at any time consult the Auditor General of Canada on any matter relating to his audit or special examination and shall consult the Auditor General with respect to any matter that, in the opinion of the auditor or examiner, should be brought to the attention of Parliament pursuant to paragraph 132(2)(b) or section 141.

Right to Information

Marginal note:Right to information

• 144 (1) On the demand of the auditor or examiner of a Crown corporation, the present or former directors, officers, employees or agents of the corporation shall furnish such

  • (a) information and explanations, and

  • (b) access to records, documents, books, accounts and vouchers of the corporation or any of its subsidiaries

  as the auditor or examiner considers necessary to enable him to prepare any report as required by this Division and that the directors, officers, employees or agents are reasonably able to furnish.

• Marginal note:Idem

  (2) On the demand of the auditor or examiner of a Crown corporation, the directors of the corporation shall

  • (a) obtain from the present or former directors, officers, employees or agents of any subsidiary of the corporation such information and explanations as the auditor or examiner considers necessary to enable him to prepare any report as required by this Division and that the present or former directors, officers, employees or agents are reasonably able to furnish; and

  • (b) furnish the auditor or examiner with the information and explanations so obtained.

• Marginal note:Reliance on reports

  (3) An auditor or examiner of a Crown corporation may reasonably rely on any report of any other auditor or examiner.

Policy

Marginal note:Restriction

145 Nothing in this Part or the regulations shall be construed as authorizing the auditor or examiner of a Crown corporation to express any opinion on the merits of matters of policy, including the merits of

• (a) the objects or purposes for which the corporation is incorporated, or the restrictions on the businesses or activities that it may carry on, as set out in its charter;

• (b) the objectives of the corporation; and

• (c) any business or policy decision of the corporation or of the Government of Canada.

Qualified Privilege

Marginal note:Qualified privilege

146 Any oral or written statement or report made under this Part or the regulations by the auditor or a former auditor, or the examiner or a former examiner, of a parent Crown corporation or a wholly-owned subsidiary has qualified privilege.

Costs

Marginal note:Cost of audit and examinations

• 147 (1) The amounts paid to an auditor or examiner of a Crown corporation for preparing any report under section 132, 139, 140 or 141 shall be reported to the President of the Treasury Board.

• Marginal note:Idem

  (2) Where the Auditor General of Canada is the auditor or examiner of a Crown corporation, the costs incurred by him in preparing any report under section 132, 139, 140 or 141 shall be disclosed in the next annual report of the Auditor General and be paid out of the moneys appropriated for his office.

Audit Committee

Marginal note:Audit committee

• 148 (1) Each parent Crown corporation that has four or more directors shall establish an audit committee composed of not less than three directors of the corporation, the majority of whom are not officers or employees of the corporation or any of its affiliates.

• Marginal note:Idem

  (2) In the case of a parent Crown corporation that has less than four directors, the board of directors of the corporation constitutes the audit committee of the corporation and shall perform the duties and functions assigned to an audit committee by any provision of this Part and the provision shall be construed accordingly.

• Marginal note:Duties

  (3) The audit committee of a parent Crown corporation shall

  • (a) review, and advise the board of directors with respect to, the financial statements that are to be included in the annual report of the corporation;

  • (b) oversee any internal audit of the corporation that is conducted pursuant to subsection 131(3);

  • (c) review, and advise the board of directors with respect to, the annual auditor’s report of the corporation referred to in subsection 132(1);

  • (d) in the case of a corporation undergoing a special examination, review, and advise the board of directors with respect to, the plan and reports referred to in sections 138 to 141; and

  • (e) perform such other functions as are assigned to it by the board of directors or the charter or by-laws of the corporation.

• Marginal note:Auditor’s or examiner’s attendance

  (4) The auditor and any examiner of a parent Crown corporation are entitled to receive notice of every meeting of the audit committee and, at the expense of the corporation, to attend and be heard at each meeting, and, if so requested by a member of the audit committee, the auditor or examiner shall attend any or every meeting of the committee held during his term of office.

• Marginal note:Calling meeting

  (5) The auditor or examiner of a parent Crown corporation or a member of the audit committee may call a meeting of the committee.

• Marginal note:Wholly-owned subsidiary

  (6) Where the report referred to in subsection 132(1) is to be prepared in respect of a wholly-owned subsidiary separately, subsections (1) to (5) apply, with such modifications as the circumstances require, in respect of the subsidiary as though

  • (a) the references in subsections (1) to (5) to a parent Crown corporation were references to the subsidiary; and

  • (b) the reference in paragraph (3)(a) to the annual report of the corporation were a reference to the annual report of the parent Crown corporation that wholly owns the subsidiary.

Reports

Marginal note:Accounts, etc., to Treasury Board or appropriate Minister

• 149 (1) A parent Crown corporation shall provide the Treasury Board or the appropriate Minister with such accounts, budgets, returns, statements, documents, records, books, reports or other information as the Board or appropriate Minister may require.

• Marginal note:Report on material developments

  (2) The chief executive officer of a parent Crown corporation shall, as soon as reasonably practicable, notify the appropriate Minister, the President of the Treasury Board and any director of the corporation not already aware thereof of any financial or other developments that, in the chief executive officer’s opinion, are likely to have a material effect on the performance of the corporation, including its wholly-owned subsidiaries, if any, relative to the corporation’s objectives or on the corporation’s requirements for funding.

• Marginal note:Report on wholly-owned subsidiaries

  (3) Each parent Crown corporation shall forthwith notify the appropriate Minister and the President of the Treasury Board of the name of any corporation that becomes or ceases to be a wholly-owned subsidiary of the corporation.

Marginal note:Annual report

• 150 (1) Each parent Crown corporation shall, as soon as possible, but in any case within three months, after the termination of each financial year submit an annual report on the operations of the corporation in that year concurrently to the appropriate Minister and the President of the Treasury Board, and the appropriate Minister shall cause a copy of the report to be laid before each House of Parliament on any of the first fifteen days on which that House is sitting after he receives it.

• Marginal note:Reference to committee

  (2) An annual report laid before Parliament pursuant to subsection (1) stands permanently referred to such committee of Parliament as may be designated or established to review matters relating to the businesses and activities of the corporation submitting the report.

• Marginal note:Form and contents

  (3) The annual report of a parent Crown corporation shall include

  • (a) the financial statements of the corporation referred to in section 131,

  • (b) the annual auditor’s report referred to in subsection 132(1),

  • (c) a statement on the extent to which the corporation has met its objectives for the financial year,

  • (d) such quantitative information respecting the performance of the corporation, including its wholly-owned subsidiaries, if any, relative to the corporation’s objectives as the Treasury Board may require to be included in the annual report, and

  • (e) such other information as is required by this Act or any other Act of Parliament, or by the appropriate Minister, the President of the Treasury Board or the Minister of Finance, to be included in the annual report,

  and shall be prepared in a form that clearly sets out information according to the major businesses or activities of the corporation and its wholly-owned subsidiaries, if any.

• Marginal note:Idem

  (4) In addition to any other requirements under this Act or any other Act of Parliament, the Treasury Board may, by regulation, prescribe the information to be included in annual reports and the form in which that information is to be prepared.

Marginal note:Annual consolidated report

• 151 (1) The President of the Treasury Board shall, not later than December 31 of each year, cause a copy of an annual consolidated report on the businesses and activities of all parent Crown corporations for their financial years ending on or before the previous July 31 to be laid before each House of Parliament.

• Marginal note:Reference to committee

  (2) An annual consolidated report laid before Parliament pursuant to subsection (1) stands permanently referred to such committee of Parliament as may be designated or established to review matters relating to Crown corporations.

• Marginal note:Contents

  (3) The annual consolidated report referred to in subsection (1) shall include

  • (a) a list naming, as of a specified date, all Crown corporations and all corporations of which any shares are held by, on behalf of or in trust for the Crown or any Crown corporation;

  • (b) employment and financial data, including aggregate borrowings of parent Crown corporations; and

  • (c) such other information as the President of the Treasury Board may determine.

Marginal note:Annual report

• 152 (1) The President of the Treasury Board shall, not later than December 31 of each year, cause to be laid before each House of Parliament a copy of a report indicating the summaries and annual reports that under this Part were to be laid before that House by July 31 in that year, the time at, before or within which they were to be laid, and the time they were laid before that House.

• Marginal note:Attest

  (2) The accuracy of the information contained in the report referred to in subsection (1) shall be attested by the Auditor General of Canada in the Auditor General’s annual report to the House of Commons.

DIVISION IVGENERAL

Commercially Detrimental Information

Marginal note:Commercially detrimental information

• 153 (1) Nothing in this Part or the Statutory Instruments Act shall be construed as requiring the tabling before either House of Parliament of any information the publication of which, in the opinion of the appropriate Minister, would be detrimental to the commercial interests of a parent Crown corporation or a wholly-owned subsidiary of a parent Crown corporation.

• Marginal note:Tabling

  (2) Where information in a directive is not tabled pursuant to subsection (1), the appropriate Minister shall cause that information to be laid before each House of Parliament on any of the first fifteen days on which that House is sitting after he is notified that the directive has been implemented.

• Marginal note:Consultation

  (3) Before forming an opinion whether the publication of any information would be detrimental as described in subsection (1), the appropriate Minister shall consult the board of directors of the parent Crown corporation concerned or whose wholly-owned subsidiary is concerned, as the case may be.

• Marginal note:Exception

  (4) Subsection (1) does not apply in respect of the annual auditor’s report referred to in subsection 132(1) or the report of an examiner referred to in section 141.

Sanction

Marginal note:Contravention of Act or regulations

154 Where a director, chairman or chief executive officer of a Crown corporation has wilfully contravened this Part or the regulations, or has wilfully caused the corporation to contravene this Part or the regulations, the Governor in Council may suspend him, with or without remuneration, for such period as the Governor in Council deems appropriate.

DIVISION VIMPLEMENTATION OF THE NORTH AMERICAN FREE TRADE AGREEMENT

Marginal note:Giving effect to the Agreement

• 154.1 (1) In exercising its powers and performing its duties, a Crown corporation shall give effect to those provisions of the Agreement that pertain to that corporation.

• Marginal note:Regulations

  (2) The Governor in Council may, on the recommendation of the Treasury Board and the appropriate Minister made at the request of a Crown corporation, make such regulations in relation to that corporation as the Governor in Council considers necessary for the purpose of implementing any provision of the Agreement that pertains to that corporation.

• Marginal note:Definition

  (3) In subsections (1) and (2), Agreement has the same meaning as in subsection 2(1) of the North American Free Trade Agreement Implementation Act.

PART XIMiscellaneous

Marginal note:Deduction and set-off

• 155 (1) Where any person is indebted to

  • (a) Her Majesty in right of Canada, or

  • (b) Her Majesty in right of a province on account of taxes payable to any province, and an agreement exists between Canada and the province whereby Canada is authorized to collect the tax on behalf of the province,

  the appropriate Minister responsible for the recovery or collection of the amount of the indebtedness may authorize the retention of the amount of the indebtedness by way of deduction from or set-off against any sum of money that may be due or payable by Her Majesty in right of Canada to the person or the estate of that person.

• Marginal note:Payments in respect of which Canada has contributed

  (2) Where, in the opinion of the Minister of Finance,

  • (a) any person is indebted to a province by reason of having received from the province a payment, in respect of which Canada has contributed under any Act, to which that person was not entitled, and

  • (b) the province has made reasonable efforts to effect recovery of the amount of such indebtedness,

  the Minister may require the retention of the amount of the indebtedness by way of deduction from or set-off against any sum of money that may be due and payable by Her Majesty in right of Canada to that person, and the amount so deducted, less the portion thereof that in the opinion of the Minister is proportionate to the contribution in respect thereof made by Canada, may be paid to the province out of the Consolidated Revenue Fund.

• Marginal note:Recovery of over-payment

  (3) The Receiver General may recover any over-payment made out of the Consolidated Revenue Fund on account of salary, wages, pay or pay and allowances out of any sum of money that may be due or payable by Her Majesty in right of Canada to the person to whom the over-payment was made.

• Marginal note:Consent of other Minister

  (4) No amount may be retained under subsection (1) without the consent of the appropriate Minister under whose responsibility the payment of the sum of money due or payable referred to in that subsection would but for that subsection be made.

Marginal note:Interest on amounts owed to Her Majesty

• 155.1 (1) Subject to subsections (4) and (5) and except as otherwise provided by or pursuant to any other Act of Parliament, or any regulation, order, contract or arrangement, interest is payable to Her Majesty in accordance with the regulations on any amount owed to Her Majesty

  • (a) as a result of an overpayment or an erroneous payment; or

  • (b) under any other Act of Parliament, or any regulation, order, contract or arrangement.

• Marginal note:Administrative charge

  (2) Subject to subsections (4) and (5) and except as otherwise provided by or pursuant to any other Act of Parliament, or any regulation, order, contract or arrangement, an administrative charge is payable in accordance with the regulations where, in payment or settlement of an amount due to Her Majesty, a person

  • (a) tenders an instrument that is subsequently dishonoured; or

  • (b) has authorized the direct debiting at a specified time of an account at a financial institution and the debit is not made at the specified time.

• Marginal note:Debt due to Her Majesty

  (3) Any interest or administrative charge payable pursuant to this section is a debt due to Her Majesty and may be recovered pursuant to section 155 or in any court of competent jurisdiction.

• Marginal note:No interest or administrative charge payable

  (4) No interest or administrative charge is payable pursuant to this section where the appropriate Minister waives the interest or administrative charge in accordance with the regulations.

• Marginal note:Reduced interest or administrative charge payable

  (5) Where the appropriate Minister, in accordance with the regulations, reduces any interest or administrative charge that would otherwise be payable pursuant to this section, the reduced interest or administrative charge is the amount payable.

• Marginal note:Regulations

  (6) The Treasury Board may make regulations prescribing

  • (a) rates of interest, or the manner of calculating rates of interest, payable under subsection (1);

  • (b) administrative charges, or the manner of calculating administrative charges, payable under subsection (2);

  • (c) terms and conditions for the imposition and payment of interest and administrative charges under this section; and

  • (d) terms and conditions under which the appropriate Minister may waive or reduce the interest or administrative charges payable pursuant to this section.

• Marginal note:Idem

  (7) Any of the matters referred to in paragraphs (6)(a) to (d) may be prescribed with respect to any class of debts or debtors or with respect to any circumstances giving rise to a debt.

Marginal note:Acceptance and release of security

• 156 (1) The appropriate Minister responsible for the recovery or collection of a debt or obligation due or payable to Her Majesty or a claim by Her Majesty may accept any security in respect of the debt, obligation or claim and may realize on the security, assign or sell Her Majesty’s interest in it or discharge, release or otherwise dispose of the security or Her Majesty’s interest in it.

• Marginal note:Partial disposition

  (2) The power to dispose of any security or Her Majesty’s interest in any security pursuant to this section may be exercised with respect to any part of the security or interest.

• Marginal note:Regulations

  (3) The Treasury Board may make regulations respecting the acceptance and disposition of security or Her Majesty’s interest in security under subsection (1), including regulations prescribing

  • (a) what may be accepted as security; and

  • (b) terms and conditions on which security may be accepted or on which security or Her Majesty’s interest in security may be realized on or disposed of.

Marginal note:Information already in Public Accounts or estimates

157 Where it appears to the Governor in Council that any account, statement, return or document required by any Act of Parliament or otherwise to be laid before one or both Houses of Parliament contains the same information as or less information than is contained in the Public Accounts or in any estimates of expenditures submitted to Parliament, the Governor in Council may direct that the account, statement, return or other document be discontinued, and thereafter it need not be prepared or laid before either House of Parliament.

Marginal note:Proof of Treasury Board records

158 A document purporting to be a copy of an entry in the records of the Treasury Board certified by the Secretary, a Deputy Secretary, or an Assistant Secretary of the Treasury Board or by the Comptroller General of Canada, a Deputy Comptroller General of Canada or by an Assistant Comptroller General of Canada is, without proof of the signature or of the official character of the person purporting to have signed it, admissible in any court of justice and has the same probative force as the original document would have if it were proven in the ordinary way.

Marginal note:Definition of other financial institution

• 159 (1) In this section, other financial institution means

  • (a) a member of the Canadian Payments Association, a local cooperative credit society, a fiscal agent or a financial institution with which the Receiver General establishes accounts for the deposit of public money pursuant to subsection 17(2); and

  • (b) any other financial institution that accepts or receives an instruction for payment issued pursuant to section 35.

• Marginal note:No charge for certain cheques, etc.

  (2) No bank or other financial institution shall make a charge

  • (a) for cashing a cheque or other instrument drawn on the Receiver General or on the Receiver General’s account in the Bank of Canada or any other bank or other financial institution;

  • (b) for honouring or otherwise giving value for any other instruction for payment issued pursuant to section 35; or

  • (c) in respect of any cheque or other instruction for payment drawn in favour of the Receiver General, the Government of Canada, any department or any public officer in the officer’s official capacity, and tendered for deposit to the credit of the Receiver General.

• Marginal note:Deposits of the Government of Canada, etc.

  (3) Nothing in subsection (2) shall be construed as prohibiting any arrangement between the Government of Canada and a bank or other financial institution concerning compensation for services performed by the bank or institution for the Government of Canada or interest to be paid on any or all deposits of the Government of Canada with the bank or institution.

Marginal note:Regulations

160 The Governor in Council may make regulations for carrying the purposes and provisions of this Act into effect.