Public Sector Pension Investment Board Regulations (SOR/2000-77)

Interpretation

1 The definitions in this section apply in these Regulations.

Act

Act means the Public Sector Pension Investment Board Act. (Loi)

Canadian corporation

Canadian corporation[Repealed, SOR/2001-463, s. 1]

Canadian resource property

Canadian resource property has the same meaning as in paragraph (c) of the definition Canadian resource property in subsection 66(15) of the Income Tax Act. (avoir minier canadien)

child

child means the child of, or an individual adopted either legally or in fact by, a person or the person's spouse or common-law partner. (enfant)

common-law partner

common-law partner, in relation to an individual, means a person who is cohabiting in a relationship of a conjugal nature with the individual, having so cohabited for a period of at least one year at the relevant time. (conjoint de fait)

debt obligation

debt obligation means a bond, debenture, note or other evidence of indebtedness of an entity. (titre de créance)

derivative

derivative means a financial instrument or agreement whose value is derived from or is based on an underlying asset or the relationship between two underlying assets, other than

• (a) a convertible security;

• (b) an asset-backed security;

• (c) a security of a mutual fund;

• (d) an index participation unit;

• (e) a security of a non-redeemable fund;

• (f) a government or corporate strip bond; or

• (g) a listed dividend share of a subdivided equity or fixed income security. (instrument dérivé)

financial institution

financial institution means

• (a) a bank;

• (b) a body corporate to which the Trust and Loan Companies Act applies;

• (c) a cooperative credit society to which the Cooperative Credit Associations Act applies;

• (d) an insurance company to which the Insurance Companies Act applies;

• (e) a trust, loan or insurance corporation incorporated by or under an Act of the legislature of a province;

• (f) a cooperative credit society incorporated and regulated by or under an Act of the legislature of a province;

• (g) an entity that is incorporated or formed by or under an Act of Parliament or of the legislature of a province and that is primarily engaged in dealing in securities, including portfolio management and investment counselling; or

• (h) a foreign institution. (institution financière)

foreign institution

foreign institution means an entity that is

• (a) engaged in the business of banking, the trust, loan or insurance business, the business of a cooperative credit society or the business of dealing in securities or is engaged primarily in the business of providing financial services; and

• (b) incorporated or formed otherwise than by or under an Act of Parliament or of the legislature of a province. (institution étrangère)

investment corporation

investment corporation means a corporation that

• (a) holds at least 98 per cent of its assets in cash, investments and loans;

• (b) does not issue debt obligations; and

• (c) obtains at least 98 per cent of its income from investments and loans. (société de placement)

loan

loan includes a deposit, financial lease, conditional sales contract, repurchase agreement and any other similar arrangement for obtaining money or credit, but does not include investments in securities or the making of an acceptance, endorsement or other guarantee. (prêt)

market terms and conditions

market terms and conditions, in respect of a transaction, means terms and conditions, including those relating to price, rent or interest rate, that would apply to a similar transaction in an open market under conditions requisite to a fair transaction between parties who are at arm's length and acting prudently, knowledgeably and willingly. (conditions du marché)

person

person includes an entity. (personne)

public exchange

public exchange means a market for the trading of securities that is recognized by an appropriate governmental authority. (bourse)

real estate corporation

real estate corporation means a corporation incorporated to acquire, hold, maintain, improve, lease or manage real or immovable property other than real property that yields petroleum or natural gas. (société immobilière))

real or immovable property

real or immovable property includes a leasehold interest in real or immovable property. (biens immeubles ou réels)

real property

real property[Repealed, SOR/2005-416, s. 1]

related party

related party means a person who is

• (a) a director, officer or employee of the Board;

• (b) a person responsible for holding or investing the assets of the Board, or any director, officer or employee of the person;

• (c) a contributor within the meaning of subsection 2(1) of the Canadian Forces Superannuation Act, subsection 3(1) of the Public Service Superannuation Act or subsection 3(1) of the Royal Canadian Mounted Police Superannuation Act or a participant or former participant in the Reserve Force Pension Plan established by the Reserve Force Pension Plan Regulations;

• (d) a survivor within the meaning of subsection 2(1) of the Canadian Forces Superannuation Act, paragraph 36(1)(b) of the Reserve Force Pension Plan Regulations, subsection 3(1) of the Public Service Superannuation Act or subsection 3(1) of the Royal Canadian Mounted Police Superannuation Act;

• (e) an association or union representing a person referred to in any of paragraphs (a) to (d), or a director, an officer or an employee of that association or union;

• (f) the spouse, common-law partner or child of any person referred to in any of paragraphs (a) to (e) or the spouse or common-law partner of that child;

• (g) a corporation that is directly or indirectly controlled by a person referred to in any of paragraphs (a) to (f); or

• (h) an entity in which a person referred to in any of paragraphs (a) to (f) has a substantial investment.

It does not include Her Majesty in right of Canada or of a province, or an agency of either one, or a trust company or financial institution that holds the assets of the Board. (apparenté)

resource corporation

resource corporation means a corporation incorporated to acquire, hold, explore, develop, maintain, improve, manage, operate or dispose of Canadian resource properties. (société minière)

security

security means

• (a) in respect of a corporation, a share of any class of shares of the corporation or a debt obligation of the corporation, and includes a warrant of the corporation, but does not include a deposit with a financial institution or an instrument evidencing such a deposit; and

• (b) in respect of any other entity, any ownership interest in, or debt obligation of, the entity. (titre ou valeur mobilière)

transaction

transaction includes

• (a) a contract;

• (b) a guarantee;

• (c) an investment;

• (d) the taking of an assignment of, or otherwise acquiring, a loan made by a third party;

• (e) the taking of a security interest in securities; and

• (f) any modification, renewal or extension of a prior transaction. (transaction)

underlying asset

underlying asset means a financial instrument, security, commodity, currency, interest rate, foreign exchange rate, economic indicator, index, basket, agreement, benchmark or any other financial reference, interest or variable. (actif sous-jacent)

voting share

voting share means a share of any class of shares of a corporation that carries voting rights under all circumstances, by reason of an event that has occurred and is continuing or by reason of a condition that has been fulfilled. (action avec droit de vote)

• 2 (1) For the purposes of these Regulations,

  • (a) a person controls a corporation if securities of the corporation to which are attached more than 50 per cent of the votes that may be cast to elect the directors of the corporation are beneficially owned by the person and the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the corporation;

  • (b) a person controls an unincorporated entity, other than a limited partnership, if more than 50 per cent of the ownership interests into which the unincorporated entity is divided are beneficially owned by the person and the person is able to direct the business and affairs of the unincorporated entity;

  • (c) the general partner of a limited partnership controls the limited partnership; and

  • (d) a trustee of a trust controls the trust.

• (2) For the purposes of these Regulations, a person who controls an entity is deemed to control any other entity that is controlled by the entity.

3 For the purposes of these Regulations, the making, holding or acquiring of an investment indirectly by the Board, or the holding, acquiring or owning of property indirectly by the Board, includes the making, holding, acquiring or owning of an investment or property, as the case may be, by

• (a) an investment corporation, a real estate corporation or a resource corporation the securities of which have been invested in by the Board under subsection 13(3), (4) or (5);

• (b) an investment corporation, a real estate corporation or a resource corporation the securities of which are held by a corporation referred in paragraph (a) and to which are attached more than 30 per cent of the votes that may be cast to elect the directors of the corporation; or

• (c) a mutual or pooled fund or a trust fund in which the assets of the Board have been invested.

4 For the purposes of these Regulations, an entity is affiliated with another entity if the entity is controlled by the other entity or if both entities are controlled by the same person.

5 For the purposes of these Regulations, a person has a substantial investment in

• (a) an unincorporated entity if the person or an entity controlled by the person beneficially owns more than 25 per cent of the ownership interests in the unincorporated entity; and

• (b) a corporation if

  • (i) the voting rights attached to voting shares of the corporation that are beneficially owned by the person, or by an entity controlled by the person, exceed 10 per cent of the voting rights attached to all of the outstanding voting shares of the corporation, or

  • (ii) shares of the corporation that are beneficially owned by the person, or by an entity controlled by the person, represent ownership of more than 25 per cent of the shareholders' equity of the corporation.