Contents
- Her Majesty, by and with the advice and consent of the Sen…
- Short Title
- Interpretation
- Constitution of the Board
- Capital and Shares
- Objects and Powers
- Designated Securities
- Management
- By-laws
- Committees
- Investments
- Financial Management
- Reporting
- Public Meetings
- Regulations
- Offence
- Winding-up
- Canada Pension Plan Account and Additional Canada Pension Plan Account
- Amendments to the Canada Pension Plan
- Amendments to the Old Age Security Act
- Consequential Amendments
- Coming into Force
- [Amendment]
- Related provisions
Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:
Short Title
1Short title#
This Act may be cited as the Canada Pension Plan Investment Board Act.
Interpretation
2Definitions#
The definitions in this section apply in this Act.
appropriate provincial Minister, in respect of a province, means the province’s minister of the Crown who has primary responsibility for that province’s finances. (ministre provincial compétent)
court means
(a)in the Province of Ontario, the Ontario Court (General Division);
(b)in the Province of Quebec, the Superior Court of the Province;
(c)in the Provinces of Nova Scotia and British Columbia, the Supreme Court of the Province;
(d)in the Provinces of New Brunswick, Manitoba, Saskatchewan and Alberta, the Court of Queen’s Bench for the Province;
(e)in the Provinces of Prince Edward Island and Newfoundland, the trial division of the Supreme Court of the Province; and
designated security means
(a)an obligation
(i)that, before April 1, 1998, was held to the credit of the Canada Pension Plan Investment Fund, as established under subsection 109(1) of the Canada Pension Plan,
(ii)that, as applied to Canada, is an obligation of the Government of Canada and, as applied to a province, is an obligation of the government of the province or an obligation of any agent of Her Majesty in right of the province that is guaranteed as to principal and interest by that government, and
(iii)that complies with the conditions that were set out in section 111 of the Canada Pension Plan as that section read immediately before April 1, 1998; or
(b)an obligation that
(i)on or after April 1, 1998, was purchased by the Minister of Finance under section 110 of the Canada Pension Plan or is purchased by the Board under section 6.1, and
(ii)is an obligation of the government of a province or an obligation of any agent of Her Majesty in right of a province that is guaranteed as to principal and interest by that government. (titre désigné)
entity means a body corporate, a trust, a partnership, a fund, an unincorporated association or organization, Her Majesty in right of Canada or of a province or an agency of Her Majesty in right of Canada or of a province and the government of a foreign country or any political subdivision or agency of the government of a foreign country. (entité)
participating province means a province other than
(a)a territory; and
(b)a province providing a comprehensive pension plan as defined in subsection 3(1) of the Canada Pension Plan. (province participante)
subsidiary means a corporation that is wholly owned by the Board directly or indirectly through any number of subsidiaries each of which is wholly owned directly or indirectly by the Board. (filiale)
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Constitution of the Board
3Board established#
(1)There is established a corporation to be known as the Canada Pension Plan Investment Board.
(2)The Board is not an agent of Her Majesty.
(3)Directors, officers, employees and agents of the Board are not part of the federal public administration.
(4)The Canada Not-for-profit Corporations Act does not apply to the Board.
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Capital and Shares
Objects and Powers
5Objects#
The objects of the Board are
(a)to assist the Canada Pension Plan in meeting its obligations to contributors and beneficiaries under the Canada Pension Plan;
(b)to manage any amounts transferred to it under sections 108.1 and 108.3 of the Canada Pension Plan, and its right, title or interest in any designated securities, in the best interests of the contributors and beneficiaries under that Act; and
(c)to invest its assets with a view to achieving a maximum rate of return, without undue risk of loss, having regard to the factors that may affect the funding of the Canada Pension Plan and the ability of the Canada Pension Plan to meet its financial obligations on any given business day.
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6Powers of Board#
(1)The Board has the capacity and, subject to this Act, the rights, powers and privileges of a natural person.
(2)The Board and its subsidiaries shall not, directly or indirectly, carry on any business or activity or exercise any power that is inconsistent with the Board’s objects, or that the Board is restricted by this Act from carrying on or exercising, and shall not, directly or indirectly, exercise any of its powers in a manner contrary to this Act.
Designated Securities
6.1Replacement security#
(1)On the maturity of a designated security of a province that was issued before January 1, 1998, the Board shall purchase another security issued by that province if the Board is requested to do so, in writing, by the appropriate provincial Minister of that province at least 30 days before the date of maturity.
(2)The principal amount of the replacement security shall be not more than the principal outstanding under the maturing designated security.
(3)The replacement security shall be for a term of 20 years.
(4)The replacement security shall bear interest at a rate fixed by the Board, in accordance with any agreement entered into between the Board and the Minister. The rate shall be substantially the same as the interest rate that the province would be required to pay if it were to borrow the same amount for the same term through the issuance of a security on the public capital market.
(5)The replacement security shall be issued to or payable to the Board and shall be expressed to be not negotiable and not transferable or assignable.
(6)The Board shall redeem a designated security in whole or in part before maturity if
(a)the Board is requested to do so, in writing, by the appropriate provincial Minister of a province at least 30 days before the proposed redemption date; and
(b)the appropriate provincial Minister has agreed to pay on the proposed redemption date
(i)any payments of principal or interest due on or before the proposed redemption date but not yet paid,
(ii)interest on the principal amount being redeemed accrued to the proposed redemption date, and
(iii)an amount equal to the present value of the remaining instalments of principal being redeemed and interest on that principal.
(7)For the purposes of subparagraph (6)(b)(iii), the present value shall be calculated by discounting the instalments of principal being redeemed and interest on that principal using an interest rate fixed by the Board, in accordance with any agreement entered into between the Board and the Minister of Finance. In fixing that rate, the Board shall choose a rate that
(a)if the designated security to be redeemed was issued before January 1, 1998, is substantially the same as the rate that the Government of Canada would be required to pay if it were to borrow the principal amount being redeemed for a term equal to the remaining term of that designated security through the issuance of a security on the public capital market; or
(b)if the designated security to be redeemed was issued on or after January 1, 1998, is substantially the same as the rate that the province would be required to pay if it were to borrow the principal amount being redeemed for a term equal to the remaining term of that designated security through the issuance of a security on the public capital market.
(8)At the request of the provincial treasurer or other similar officer of a province, the Board may accept in the place of any series of designated securities of that province acquired during any consecutive period of not more than twelve months, on payment of any interest then accrued on the securities, another security of that province that is in an amount equal to the aggregate amount then outstanding of the designated securities of that series, and that bears interest at a rate determined by the Board.
(9)Any security purchased by the Board under this section must be an obligation of the government of a province or an obligation of an agent of Her Majesty in right of a province that is guaranteed as to principal and interest by that government.
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Management
Board of Directors
8Principal duties#
(2)Without limiting the generality of subsection (1), the board of directors shall
(a)establish written investment policies, standards and procedures in accordance with section 35;
(b)establish procedures for the identification of potential conflicts of interest and procedures to resolve those conflicts;
(c)establish a code of conduct for officers and employees of the Board; and
(d)designate a committee of the board of directors to monitor application of the conflict of interest procedures and the code of conduct.
9Power to delegate#
(2)The board of directors may not delegate the power to
(a)adopt, amend or repeal by-laws;
(b)establish the Board’s investment policies, standards and procedures;
(c)fill a vacancy in a committee of directors or in the office of auditor of the Board;
(d)appoint officers to the Board or fix their remuneration; or
Directors
10Appointment of directors#
(1)Each director shall be appointed by the Governor in Council, on the recommendation of the Minister, to hold office during good behaviour 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.
(2)The Minister may establish a committee to advise the Minister on the appointment of directors. The committee shall consist of a representative designated by the Minister and a representative of each participating province designated by the appropriate provincial Minister for that province.
(3)The Minister shall consult with the appropriate provincial Ministers of the participating provinces before making any recommendation to the Governor in Council with respect to the appointment of directors and before making an appointment under subsection (8).
(4)Before making a recommendation to the Governor in Council with respect to the appointment of directors and before making an appointment under subsection (8), the Minister shall
(a)have regard to the desirability of having on the board of directors
(i)directors who are representative of the various regions of Canada, and
(ii)a sufficient number of directors with proven financial ability or relevant work experience to enable the Board to effectively achieve its objects; and
(b)endeavour to ensure that no more than three of the 12 directors reside outside Canada.
(5)A director is eligible for reappointment for one or more additional terms of office.
(6)The Governor in Council may remove a director for cause.
(7)If no person is appointed to take office as a director on the expiration of the term of an incumbent director, the incumbent director continues in office until a successor is appointed.
(8)Where a person ceases to be a director during the term for which the person was appointed, the Minister shall appoint a qualified person to hold office as a director for the remainder of the term.
(9)The following persons are disqualified from being directors:
(a)a person who is less than 18 years of age;
(b)a person who is of unsound mind and has been so found by a court in Canada or elsewhere;
(c)a person who has the status of a bankrupt;
(d)a person who is not a natural person;
(e)a person who is an agent or employee of Her Majesty in right of Canada or in right of a province;
(f)a person who is a member of the Senate or House of Commons of Canada or a member of a provincial legislature; and
(g)a person who is an agent or employee of the government of a foreign country or any political subdivision of a foreign country.
(h)[Repealed, 2013, c. 40, s. 277] (repealed)
(10)A director is entitled to receive from the Board such remuneration and benefits as may be fixed by the by-laws, which remuneration and benefits shall be fixed having regard to the remuneration and benefits received by persons having similar responsibilities and engaged in similar activities.
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11Resignation#
(1)The resignation of a director becomes effective at the time the Board receives a written resignation or at the time specified in the resignation, whichever is later.
(2)The Board shall send a copy of a director’s resignation to the Clerk of the Privy Council within 15 days after receiving it.
Chairperson
12Chairperson#
(1)The Governor in Council shall, on the recommendation of the Minister made after the Minister has consulted with the board of directors and the appropriate provincial Ministers of the participating provinces, designate one of the directors as Chairperson to hold office during good behaviour for such term as the Governor in Council deems appropriate.
(2)The Governor in Council may remove the Chairperson for cause.
(4)Where the Chairperson is absent at any meeting of the board of directors, one of the directors present who is chosen to so act by the directors present shall preside and have all the powers, duties and functions of the Chairperson.
(5)The Chairperson is entitled to receive from the Board such remuneration and benefits as may be fixed by the by-laws, which remuneration and benefits shall be fixed having regard to the remuneration and benefits received by persons having similar responsibilities and engaged in similar activities.
Officers
Duty of Care
14Duty of care#
(1)Every director and officer of the Board in exercising any of the powers of a director or an officer and in discharging any of the duties of a director or an officer shall
(a)act honestly and in good faith with a view to the best interests of the Board; and
(b)exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
(2)A director or officer of the Board who in fact possesses, or by reason of profession or business ought to possess, a particular level of knowledge or skill relevant to the director’s or officer’s powers or duties shall employ that particular level of knowledge or skill in the exercise of those powers or the discharge of those duties.
(3)A director or an officer of the Board is deemed to comply with subsections (1) and (2) if they rely in good faith on
(b)a report of an accountant, lawyer, notary or other professional person whose profession lends credibility to a statement made by the person.
Indemnification
16Indemnification#
(1)Except in respect of an action by or on behalf of the Board to procure a judgment in its favour, the Board may indemnify a director or officer of the Board, a former director or officer of the Board, or any person who acts or acted at the Board’s request as a director or officer of an entity of which the Board is or was a shareholder or in which the Board has or had a financial interest, against all costs and expenses reasonably incurred by the person, including amounts paid in settlement or to satisfy a judgment, in respect of any civil, criminal or administrative action or proceeding to which the person is made a party by reason of being or having been such a person, if
(b)in the case of a criminal or administrative action or proceeding enforced by a monetary penalty, the person had reasonable grounds for believing that the impugned conduct was lawful.
(2)The Board may, with the approval of a court, indemnify a person referred to in subsection (1), in respect of an action by or on behalf of the Board or an entity referred to in that subsection to procure a judgment in its favour to which the person is made a party by reason of being or having been a director or an officer of the Board or entity, against all costs and expenses reasonably incurred by the person, including an amount paid in settlement or to satisfy a judgment, in respect of that action if the person fulfils the conditions set out in paragraphs (1)(a) and (b).
(3)Notwithstanding the other subsections of this section, a person referred to in subsection (1) is entitled to indemnity from the Board in respect of all costs and expenses, including an amount paid in settlement or to satisfy a judgment, reasonably incurred by the person in respect of the defence of any civil, criminal or administrative action or proceeding to which the person is made a party by reason of being or having been a director or an officer of the Board or of an entity referred to in that subsection, if the person seeking indemnity
(a)was substantially successful on the merits in the defence of the action or proceeding; and
(b)fulfils the conditions set out in paragraphs (1)(a) and (b).
(5)For the purposes of this section, proceeding includes an investigation that
(a)pertains to the administration or enforcement of an Act of Parliament or of the legislature of a province;
(b)is authorized by or pursuant to an Act of Parliament or of the legislature of a province; or
(c)is within a class of investigations prescribed in the regulations.
17Directors’ and officers’ insurance#
The Board may purchase and maintain insurance for the benefit of any person referred to in subsection 16(1) and the personal representatives of that person against any liability incurred by the person
Meetings
19Resolution in lieu of meeting#
(2)A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the board of directors or its committees.
20Participation by telephone#
A director may, subject to the by-laws, participate in a meeting of the board of directors or of one of its committees by means of any telephone or other communications facilities that permit all persons participating in the meeting to communicate with each other, and a director who participates in that way is deemed for the purposes of this Act to be present at the meeting.
21Dissent#
(1)A director who is present at a meeting of the board of directors or of one of its committees is deemed to have consented to any resolution passed or action taken at the meeting unless
(a)the director’s dissent is entered in the minutes of the meeting or the director requests that the director’s dissent be entered in the minutes of the meeting;
(b)the director sends a written dissent to the secretary of the meeting before the meeting is adjourned; or
(c)the director sends a dissent by registered mail or delivers it to the head office of the Board immediately after the meeting is adjourned.
(2)A director who votes for or consents to a resolution is not entitled to dissent under subsection (1).
(3)A director who was not present at a meeting at which a resolution was passed or an action was taken is deemed to have consented to the resolution or the action unless, within seven days after becoming aware of the resolution or the action, the director
(a)causes a dissent to be placed with the minutes of the meeting; or
(b)sends a dissent by registered mail or delivers it to the head office of the Board.
Conflicts of Interest
22Disclosure of director’s interest#
(1)A director or officer of the Board shall disclose in writing to the Board or request to have entered in the minutes of a meeting of the board of directors or one of its committees the nature and extent of the director’s or officer’s interest
(a)as a party to a transaction or proposed transaction with the Board; or
(2)The disclosure must be made, in the case of a director,
(a)at the meeting at which a proposed transaction is first considered;
(b)if the director was not at the time of that meeting interested in a proposed transaction, at the first meeting after the director becomes so interested;
(c)if the director becomes interested after a transaction is made, at the first meeting after the director becomes so interested; or
(d)if a person who is interested in a transaction later becomes a director, at the first meeting after the person becomes a director.
(3)The disclosure must be made, in the case of an officer,
(a)without delay after the officer becomes aware that the transaction or proposed transaction is to be considered or has been considered at a meeting of the board of directors or one of its committees;
(b)if the officer becomes interested after a transaction is made, without delay after the officer becomes so interested; or
(c)if a person who is interested in a transaction later becomes an officer, without delay after the person becomes an officer.
(4)If a transaction or proposed transaction is one that, in the ordinary course of the Board’s business, would not require approval by the board of directors, a director or officer shall disclose in writing to the Board or request to have entered in the minutes of a meeting of the board of directors or one of its committees the nature and extent of the interest of the director or officer without delay after the director or officer becomes aware of the transaction or proposed transaction.
(5)A director referred to in subsection (1) shall not vote on a resolution or participate in a discussion to approve the transaction mentioned in that subsection unless the transaction is
(a)one relating primarily to the director’s remuneration as a director of the Board or one of its subsidiaries;
(b)one for indemnity or insurance under section 16 or 17; or
(c)one with a subsidiary.
(6)For the purposes of this section, a general notice to the board of directors or to one of its committees by a director or officer, declaring that the director or officer is a director or officer of, or has a material interest in, an entity and is to be regarded as interested in any transaction made with that entity, is a sufficient declaration of interest in relation to any transaction so made.
(7)A transaction between the Board and one or more of its directors or officers, or between the Board and another entity of which a director or officer of the Board is a director or officer or in which a director or officer of the Board has a material interest, is neither void nor voidable by reason only of that relationship or by reason only that a director with an interest in the transaction is present at or is counted to determine the presence of a quorum at a meeting of the board of directors or on one its committees that authorized the transaction, if
(a)the director or officer disclosed the interest in accordance with subsection (2), (3), (4) or (6), as the case may be;
(b)the transaction was approved by the directors; and
(c)the transaction was reasonable and fair to the Board at the time it was approved.
(9)In this section, transaction includes a contract, a guarantee and an investment.
General
23No constructive notice#
No person dealing with the Board or with any person who has acquired rights from the Board is deemed to have notice or knowledge of the contents of a document, other than an Act of Parliament or any instrument required to be published in the Canada Gazette pursuant to the Statutory Instruments Act, concerning the Board by reason only that the document is available at the head office of the Board or has been made public.
25Assertions#
The Board may not assert against a person dealing with the Board or with any person who has acquired rights from the Board
(a)that this Act or the by-laws have not been complied with, or
(b)that a document issued by any director, officer or agent of the Board having apparent authority to issue the document is not valid or genuine by reason only that the person who issued the document lacked actual authority to issue the document,
except where the person has knowledge that the facts asserted are true.
By-laws
27By-laws#
(1)The board of directors may make by-laws that are consistent with this Act to govern the conduct and management of the Board’s business and affairs, including by-laws
(a)for the administration, management and control of the Board’s property;
(b)governing the calling of meetings of the board of directors and its committees, the time and place of those meetings and the quorum and procedure in all matters relating to those meetings;
(c)respecting the functions, duties and remuneration of the officers and employees of the Board; and
(d)respecting the establishment of committees of the board of directors and the appointment of members to those committees.
29Statutory Instruments Act does not apply#
The Statutory Instruments Act does not apply in respect of by-laws.
Committees
Establishment
Audit Committee
31Duties of audit committee#
The audit committee shall
(a)require the Board’s management to implement and maintain appropriate internal control procedures;
(b)review, evaluate and approve those internal control procedures;
32Meeting of audit committee#
(1)The Board’s auditor or any member of the audit committee may call a meeting of the committee.
(2)The audit committee may call a meeting of the board of directors to consider any matter of concern to the committee.
Investment Committee
34Duties of investment committee#
The investment committee shall
(a)perform the duties that are delegated to it by the board of directors;
(b)approve the engagement of investment managers empowered with discretionary authority to invest the assets of the Board;
(d)require management to implement and maintain appropriate procedures to
(i)monitor the application of the Board’s investment policies, standards and procedures, and
(e)review, evaluate and approve management’s procedures referred to in paragraph (d).
Investments
Financial Management
Financial Year
Financial Statements
39Books and systems#
(1)The Board shall, in respect of itself and each of its subsidiaries, cause
(a)books of account and records to be kept;
(b)financial and management control and information systems and management practices to be maintained; and
(c)a record of the investments held during the financial year to be kept, showing
(i)the book value of each investment,
(ii)the market value of each investment and such information as will permit the verification of that value, and
(iii)such information as will permit the determination of whether the requirements of this Act and the investment policies, standards and procedures have been met.
(2)The books, records, systems and practices required by subsection (1) shall be kept and maintained in such manner as will provide reasonable assurance that
(a)the Board’s assets and those of its subsidiaries are safeguarded and controlled;
(b)the Board’s transactions and those of its subsidiaries are in accordance with this Act and the by-laws, or the by-laws of the subsidiaries, as the case may be; and
(3)The Board shall cause internal audits to be conducted, in respect of itself and each of its subsidiaries, to assess compliance with subsections (1) and (2).
(4)The Board shall cause financial statements to be prepared annually, in respect of itself and each of its subsidiaries, including, with respect to the financial year to which it relates,
(a)a balance sheet as at the end of the financial year;
(b)a statement of income for the financial year;
(c)a statement of change in net assets for the financial year; and
(d)a statement of investment portfolio.
(5)The annual financial statements shall show such information and particulars as in the opinion of the directors are necessary to present fairly, in accordance with generally accepted accounting principles, the primary source of which is the Handbook of the Chartered Professional Accountants of Canada, the Board’s financial position as at the end of the financial year to which it relates.
(6)During each financial year, the Board shall cause quarterly financial statements to be prepared for each three month period of the year. The quarterly statements shall
(a)show the same information for the most recent three month period as is required to be set out in the Board’s annual financial statements, except that a balance sheet is not required; and
(b)show the same information in respect of the part of the year up to the date of the statements in relation to the corresponding period in the preceding financial year.
(8)The financial statements required to be prepared under this section shall be prepared, as one set of statements, jointly and separately in relation to amounts managed by the Board for the purposes of the base Canada Pension Plan and the additional Canada Pension Plan, as defined in section 91 of the Canada Pension Plan.
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Auditor’s Report
40Annual auditor’s report#
(1)The Board shall cause an annual auditor’s report to be prepared, in respect of itself and each of its subsidiaries, on
(a)the annual financial statements referred to in section 39;
(b)any revised financial statement referred to in subsection 41(3); and
(c)the record of investments referred to in paragraph 39(1)(c).
(2)A report under subsection (1) shall be addressed to the Board and shall
(a)include separate statements indicating 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 Board’s transactions and those of its subsidiaries that have come to the auditor’s notice in the course of the auditor’s examination for the report were in accordance with this Act and the by-laws, and the by-laws of the subsidiaries, as the case may be, and
(iii)the record of investments kept in accordance with paragraph 39(1)(c) fairly presents the information required by that paragraph; and
(b)call attention to any other matter falling within the scope of the auditor’s examination for the report that, in the auditor’s opinion, should be brought to the attention of the Board.
(3)An auditor preparing a report under subsection (1) shall make such examination as the auditor considers necessary for the purpose.
(4)An auditor’s examination shall be conducted in accordance with generally accepted auditing standards, the primary source of which is the Handbook of the Chartered Professional Accountants of Canada.
(5)In conducting an audit under this Act, an auditor shall rely on any internal audit conducted under subsection 39(3), to the extent that the auditor considers that reliance to be practicable.
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41Notice of errors and omissions#
(1)A director or officer of the Board shall without delay notify the Board’s auditor and the audit committee 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 under section 40.
(2)Where the Board’s auditor, or a former auditor of the Board, 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 under section 40, the auditor or former auditor shall without delay notify each director of the Board of the error or omission if the auditor or former auditor is of the opinion that the error or omission is material.
(3)Where the directors receive a notification under subsection (2) of an error or omission in a financial statement or a report, the Board 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 of it shall be given to the Minister and the appropriate provincial Ministers.
Auditor
42Appointment of auditor#
(2)On the expiration of the appointment of the auditor of the Board, the auditor is eligible for re-appointment.
(3)Notwithstanding subsection (1), if an auditor of the Board is not appointed to take office on the expiration of the appointment of an incumbent auditor, the incumbent auditor continues in office until a successor is appointed.
43Definition of firm of accountants#
(1)In this section, firm of accountants means a partnership, the members of which are accountants engaged in the practice of accounting, or a body corporate that is incorporated by or under an Act of the legislature of a province and engaged in the practice of accounting.
(2)A natural person or firm of accountants is qualified to be the auditor of the Board if
(a)in the case of a natural person, the person is an accountant who
(i)is a member in good standing of an institute or association of accountants incorporated by or under an Act of the legislature of a province,
(ii)has at least five years experience at a senior level in performing audits of a financial institution,
(iii)is ordinarily resident in Canada, and
(3)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 that person’s business partners
(5)An auditor of the Board who becomes disqualified under this section shall resign without delay after becoming aware of the disqualification.
(7)Where the Board’s auditor resigns or receives a notice or otherwise learns of a meeting of the board of directors at which another auditor is to be appointed in place of the auditor and the auditor objects to being replaced, the auditor shall submit to the Board a written statement giving the reasons for the resignation or the reasons why the auditor objects to being replaced.
(8)Where the Board receives a written statement referred to in subsection (7) that relates to a resignation of its auditor as a result of a disagreement with the directors or officers of the Board or that relates to a replacement or proposed replacement of the auditor, the Board shall without delay send a copy of the statement to the Minister and to the appropriate provincial Ministers of the participating provinces.
Right to Information
44Right to information#
(1)On the request of the Board’s auditor, the present or former directors, officers, employees or agents of the Board shall provide to the auditor all information and explanations, and all access to records, documents, books, accounts and vouchers of the Board and its subsidiaries, that the auditor considers necessary to prepare any report required by this Act and that they are reasonably able to furnish.
(2)On the request of the Board’s auditor, the directors shall
(a)obtain from the present or former directors, officers, employees or agents of any of its subsidiaries all information and explanations that
(i)the auditor considers necessary to enable the auditor to prepare any report required by this Act, and
(ii)the present or former directors, officers, employees or agents are reasonably able to furnish; and
(b)furnish the auditor with the information and explanations so obtained.
(4)A person who in good faith makes an oral or written communication under subsection (1) or (2) shall not be liable in any civil action arising from having made the communication.
Qualified Privilege
Special Audit
Special Examination
47Special examination#
(1)The Minister shall cause a special examination to be carried out at least once every six years in respect of the Board or any of its subsidiaries to determine if the systems and practices referred to in paragraph 39(1)(b) were, in the period under examination, maintained in a manner that provided reasonable assurance that they met the requirements of paragraphs 39(2)(a) and (c).
(2)Before causing a special examination to be carried out, the Minister shall consult with the appropriate provincial Ministers of the participating provinces.
(3)Before an examiner commences a special examination, the examiner shall survey the systems and practices of the Board or of the subsidiary being examined, as the case may be, and submit a plan to the audit committee for the examination, including a statement of the criteria to be applied in the examination.
(4)Disagreements, if any, between the examiner and the audit committee with respect to a plan referred to in subsection (3) may be resolved by the Minister.
(5)An examiner shall rely on any internal audit conducted under subsection 39(3), to the extent that the examiner considers that reliance to be practicable.
48Report#
(1)An examiner shall, on completion of the special examination, submit a report on the examiner’s findings to the Minister and the appropriate provincial Ministers.
(2)The report of an examiner shall include
(a)a statement indicating whether, in the examiner’s opinion, with respect to the criteria established under subsection 47(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.
Reporting
Quarterly Statements
50Statements to go to Ministers#
(1)The Board shall send copies of the financial statements for the first, second and third quarters of the financial year, prepared in accordance with subsection 39(6), to the Minister and the appropriate provincial Ministers within 45 days after the end of the three-month period to which they relate.
(2)Within seven days after the financial statements are sent as required under subsection (1), the Board shall make the statements available to the public.
note
Annual Report
51Annual report required#
(1)The Board shall as soon as possible, but in any case within 60 days, after the end of each financial year provide the Minister and the appropriate provincial Ministers with an annual report on the operations of the Board in that year and the Board shall make copies of the report available to the public.
(2)After receiving the annual report, the Minister shall cause it to be laid before each House of Parliament on any of the next 15 days during which that House is sitting.
(3)The annual report shall contain
(a)the financial statements for the previous year prepared as required under section 39;
(b)the Board’s auditor’s report for that year prepared as required under section 40;
(e)a statement of the Board’s objectives for the next year and for the foreseeable future;
(f)a statement of the Board’s investment policies, standards and procedures; and
(g)such other information as is required by the regulations.
note
Public Meetings
52Public meetings#
(1)The Board shall hold a public meeting once every two years in each participating province to discuss the Board’s most recent annual report and to give interested persons an opportunity to comment on it.
(2)The Board shall publish a notice of each meeting at least 10 days before the date of the meeting in at least one newspaper of general circulation in the province where the meeting will take place. The notice shall indicate the date, time and place of the meeting and where copies of the Board’s most recent annual report can be obtained.
Regulations
53Regulations#
(1)The Governor in Council may make regulations
(a)specifying which provisions of the Pension Benefits Standards Act, 1985 and any regulations made under that Act apply to the Board and its subsidiaries and adapting those provisions in the manner that the Governor in Council considers appropriate for the purpose of applying them to the Board and its subsidiaries;
(b)respecting the investments the Board and its subsidiaries may make; and
(c)prescribing anything that this Act provides is to be prescribed or is to be determined by regulation.
(2)A regulation made under subsection (1) has no force or effect until the appropriate provincial Minister of each of at least two thirds of the participating provinces having in total not less than two thirds of the population of all of the participating provinces has approved the regulation.
(2.1)For the purpose of subsection (2), the approval of a proposed regulation published in the Canada Gazette is deemed to be the approval of the regulation if the regulation is the same or substantially the same as the proposed regulation.
(3)For the purposes of subsection (2), the population of a province at any time in a year in respect of which the determination of the province’s population is relevant means the province’s population on June 1 of that year, as estimated by the Chief Statistician of Canada.
(4)If the approvals necessary to give force and effect to a regulation are given only after the regulation is made, the Minister shall, as soon as feasible, cause to be published in the Canada Gazette the date that the regulation came into force.
Offence
54False statements#
(1)Every director, officer, employee, agent or auditor of the Board or of any of its subsidiaries who, in carrying out a duty under this Act or the by-laws, prepares, signs, approves or concurs in any statement, report or other document respecting the affairs of the Board or the subsidiary that contains any false or deceptive information is guilty of an offence.
(2)Every person who commits an offence under subsection (1) is liable on summary conviction
(a)in the case of a natural person, to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 12 months, or to both; or
(b)in any other case, to a fine not exceeding $500,000.
Winding-up
Canada Pension Plan Account and Additional Canada Pension Plan Account
56Duty of Board — Canada Pension Plan Account#
(1)The Board shall pay into the Consolidated Revenue Fund, for credit to the Canada Pension Plan Account established under subsection 108(1) of the Canada Pension Plan,
(a)any amount required under subsection 108.1(2) of that Act; and
(b)any amount required under subsection 113(1.1) of that Act in relation to the base Canada Pension Plan, as defined in section 91 of that Act.
(1.1)The Board shall pay into the Consolidated Revenue Fund, for credit to the Additional Canada Pension Plan Account established under subsection 108.2(1) of the Canada Pension Plan,
(a)any amount required under subsection 108.3(2) of that Act; and
(b)any amount required under subsection 113(1.1) of that Act in relation to the additional Canada Pension Plan, as defined in section 91 of that Act.
(2)The Board shall transfer to the Minister any designated securities of a province or of Canada that the Minister requires under subsection 113(1.1) of the Canada Pension Plan.
note
57Administration costs — Canada Pension Plan Account#
If the Minister is of the opinion that the Board cannot pay its administration costs in relation to the base Canada Pension Plan, as defined in section 91 of the Canada Pension Plan, the Minister shall pay those costs out of the Consolidated Revenue Fund and the payment shall be charged to the Canada Pension Plan Account established under subsection 108(1) of that Act.note
57.1Administration costs — Additional Canada Pension Plan Account#
If the Minister is of the opinion that the Board cannot pay its administration costs in relation to the additional Canada Pension Plan, as defined in section 91 of the Canada Pension Plan, the Minister shall pay those costs out of the Consolidated Revenue Fund and the payment shall be charged to the Additional Canada Pension Plan Account established under subsection 108.2(1) of that Act.note
Amendments to the Canada Pension Plan
Amendments to the Old Age Security Act
100 to 107#
[Amendments]
Consequential Amendments
108 and 109#
[Amendments]
Coming into Force
*110Coming into force#
(1)Sections 1 to 59, 61, 69 to 71, 74 and 76, subsection 77(1) and sections 81, 83, 89 to 94, 96 to 98, 108 and 109 come into force, in accordance with subsection 114(4) of the Canada Pension Plan, on a day or days to be fixed by order of the Governor in Council.
(2)Section 84, subsection 90(3) of the Canada Pension Plan as enacted by section 86, section 90.1 of the Canada Pension Plan as enacted by section 87, sections 100 and 101, subsection 44(4) of the Old Age Security Act as enacted by section 106 and section 44.1 of the Old Age Security Act as enacted by section 107 come into force on a day or days to be fixed by order of the Governor in Council.
[Amendment]
Federal laws of Canada reproduced under the Reproduction of Federal Law Order (SI/97-5); not the official version. Source: Justice Laws Website.