PARLIAMENT of CANADA

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Coming into Force
Order in council
314. The provisions of this Division, other than subsections 309(2) and (3), section 312 and subsections 313(1) and (3), come into force on a day or days to be fixed by order of the Governor in Council.
Division 25
Prothonotaries of the Federal Court
R.S., c. J-1
Judges Act
315. The heading before section 2 of the French version of the Judges Act is replaced by the following:
DÉFINITIONS ET INTERPRÉTATION
2000, c. 12, s. 159
316. The definitions “age of retirement” and “survivor” in section 2 of the Act are replaced by the following:
“age of retirement”
« mise à la retraite d’office »
“age of retirement” of a judge or of a prothonotary of the Federal Court means the age, fixed by law, at which the judge or prothonotary ceases to hold office;
“survivor”
« survivant »
“survivor”, in relation to a judge or to a prothonotary of the Federal Court, means a person who was married to the judge or prothonotary at the time of the judge’s or prothonotary’s death or who establishes that he or she was cohabiting with the judge or prothonotary in a conjugal relationship at the time of the judge’s or prothonotary’s death and had so cohabited for a period of at least one year.
317. The Act is amended by adding the following after section 2:
Application to prothonotaries
2.1 (1) Subject to subsection (2), sections 26 to 26.3, 34 and 39, paragraphs 40(1)(a) and (b), subsection 40(2), sections 41, 41.2 to 42, 43.1 to 56 and 57, paragraph 60(2)(b), subsections 63(1) and (2) and sections 64 to 66 also apply to a prothonotary of the Federal Court.
Prothonotary who makes election
(2) Sections 41.2, 41.3, 42 and 43.1 to 52.22 do not apply to a prothonotary of the Federal Court who makes an election under the Economic Action Plan 2014 Act, No. 2 to continue to be deemed to be employed in the public service for the purposes of the Public Service Superannuation Act.
318. The Act is amended by adding the following after section 10:
Prothonotaries of the Federal Court
10.1 The yearly salaries of the prothonotaries of the Federal Court shall be 76 per cent of the yearly salaries, calculated in accordance with section 25, of the judges referred to in paragraph 10(d).
2012, c. 31, s. 211(1)
319. (1) Subsection 25(1) of the Act is replaced by the following:
Annual adjustment of salary
25. (1) The yearly salaries referred to in sections 9, 10 and 11 to 22 apply in respect of the twelve month period commencing April 1, 2012.
2012, c. 31, s. 211(2)
(2) The portion of subsection 25(2) of the Act before paragraph (a) is replaced by the following:
Annual adjustment of salary
(2) The salary annexed to an office of judge in sections 9, 10 and 11 to 22 for the twelve month period commencing April 1, 2013, and for each subsequent twelve month period, shall be the amount obtained by multiplying
2002, c. 8, s. 85
320. Subsection 26.3(3) of the Act is replaced by the following:
Determination of costs
(3) An assessment officer of the Federal Court, other than a judge or a prothonotary, shall determine the amount of costs, on a solicitor-and-client basis, in accordance with the Federal Courts Rules.
321. The Act is amended by adding the following after section 26.3:
Definition of “judiciary”
26.4 In sections 26, 26.1 and 26.3, “judiciary” includes the prothonotaries of the Federal Court.
2002, c. 8, s. 95(2)
322. Subsection 42(4) of the Act is replaced by the following:
Definition of “judicial office”
(4) In this section, “judicial office” means the office of a judge of a superior or county court or the office of a prothonotary of the Federal Court.
323. Subsection 43.1(6) of the Act is amended by adding the following in alphabetical order:
“judicial office”
« magistrature »
“judicial office” includes the office of a prothonotary of the Federal Court.
324. Section 44 of the Act is amended by adding the following after subsection (2):
Prothonotaries
(3) No annuity shall be granted under this section to the survivor of a prothonotary of the Federal Court if the prothonotary ceased to hold the office of prothonotary before the day on which this subsection comes into force.
325. Section 50 of the Act is amended by adding the following after subsection (4):
Definition of “judicial office”
(5) In this section, “judicial office” includes the office of a prothonotary of the Federal Court.
2002, c. 8, s. 107
326. Paragraph 69(1)(a) of the Act is replaced by the following:
(a) a judge of a superior court or a prothonotary of the Federal Court, or
327. Section 71 of the Act is replaced by the following:
Powers, rights or duties not affected
71. Nothing in, or done or omitted to be done under the authority of, any of sections 63 to 70 affects any power, right or duty of the House of Commons, the Senate or the Governor in Council in relation to the removal from office of a judge, a prothonotary of the Federal Court or any other person in relation to whom an inquiry may be conducted under any of those sections.
R.S., c. F-7; 2002, c. 8, s. 14
Federal Courts Act
328. (1) Subsection 12(4) of the Federal Courts Act is replaced by the following:
Salary, allowances and annuities
(4) Each prothonotary shall be paid a salary, and the allowances and annuities, provided for under the Judges Act.
2003, c. 22, par. 225(w)(E) and s. 263(E)
(2) Subsection 12(5) of the Act is repealed.
Transitional Provisions
Salary
329. Despite section 10.1 of the Judges Act, a prothonotary of the Federal Court is only entitled to be paid, in respect of the period beginning on April 1, 2012 and ending on the day on which this section comes into force, the difference between the salary described in that section 10.1 and any salary paid or payable to the prothonotary for the same period under the Federal Courts Act.
Election
330. (1) A prothonotary of the Federal Court who holds office on the day on which this section comes into force will continue to be deemed to be employed in the public service for the purposes of the Public Service Superannuation Act, as if subsection 12(5) of the Federal Courts Act was not repealed, if the prothonotary makes an election to that effect. The election must be made in writing, signed by the prothonotary, and sent to the President of the Treasury Board within six months after the day on which this section comes into force.
Election irrevocable
(2) An election made under subsection (1) is irrevocable.
No election — no prior pensionable service
(3) If a prothonotary does not make an election under subsection (1) and the prothonotary did not have any pensionable service to their credit for the purposes of the Public Service Superannuation Act before holding the office of prothonotary,
(a) the prothonotary ceases to be deemed to be employed in the public service for the purposes of that Act on the day on which this section comes into force;
(b) the prothonotary is not entitled to a refund of any contributions made by the prothonotary under that Act in respect of any period during which the prothonotary held the office of prothonotary;
(c) the prothonotary is not entitled to a return of contributions under subsection 12(3) of that Act in respect of any period during which the prothonotary held the office of prothonotary;
(d) the period during which the prothonotary held the office of prothonotary is not counted as pensionable service for the purposes of that Act;
(e) if the prothonotary made an election under subsection 51(1) of that Act, the election is deemed never to have been made; and
(f) subsection 51(2) of that Act does not apply to the prothonotary.
No election — prior pensionable service
(4) If a prothonotary does not make an election under subsection (1) and the prothonotary had pensionable service to their credit for the purposes of the Public Service Superannuation Act before holding the office of prothonotary,
(a) the prothonotary ceases to be deemed to be employed in the public service for the purposes of that Act on the day on which this section comes into force;
(b) the prothonotary is not entitled to a refund of any contributions made by the prothonotary under that Act in respect of any period during which the prothonotary held the office of prothonotary;
(c) the period during which the prothonotary held the office of prothonotary before the day on which this section comes into force is not counted as pensionable service for the purposes of that Act, other than for the purposes of sections 12 and 13 of that Act;
(d) despite subsection 69(3) of that Act, for the purposes of section 69 of that Act, the retirement year or retirement month of the prothonotary is the year or month, as the case may be, in which the prothonotary was appointed to the office of prothonotary; and
(e) for the purposes of Part II of that Act, the prothonotary’s salary is their salary in the public service on the day before the day on which they were appointed to the office of prothonotary, expressed in terms of an annual rate.
R.S., c. G-2
Consequential Amendments to the Garnishment, Attachment and Pension Diversion Act
331. Paragraph (a) of the definition “salary” in section 4 of the Garnishment, Attachment and Pension Diversion Act is replaced by the following:
(a) in the case of a judge or prothonotary to whom the Judges Act applies, the salary payable under that Act, or
332. The portion of section 5 of the Act after paragraph (b) is replaced by the following:
payable to judges and prothonotaries to whom the Judges Act applies, or payable to any other person, excluding corporations, on behalf of a department or by a Crown corporation prescribed under paragraph 12(c) for the purposes of this Division.
Coming into Force
April 1, 2012
333. Section 318 is deemed to have come into force on April 1, 2012.
Division 26
R.S., c. C-21; 2001, c. 9, s. 218
Canadian Payments Act
Amendments to the Act
334. (1) The definition “Executive Committee” in subsection 2(1) of the Canadian Payments Act is repealed.
2001, c. 9, s. 219(3)
(2) The definition “payment item” in subsection 2(1) of the Act is replaced by the following:
“payment item”
« instrument de paiement »
“payment item” means an item within a class of items prescribed by by-law;
1991, c. 45, s. 546(1)
(3) The portion of the definition “loan company” in subsection 2(1) of the Act before paragraph (a) is replaced by the following:
“loan company”
« société de prêt »
“loan company” means a corporation that accepts deposits transferable by order and that
1991, c. 45, s. 546(1)
(4) The portion of the definition “trust company” in subsection 2(1) of the Act before paragraph (a) is replaced by the following:
“trust company”
« société de fiducie »
“trust company” means a corporation that accepts deposits transferable by order and that
2001, c. 9, s. 223(2)
335. Paragraphs 4(2)(a) and (c) of the Act are replaced by the following:
(a) a central, a trust company, a loan company and any other person, other than a local that is a member of a central or a cooperative credit association, that accepts deposits transferable by order;
(c) Her Majesty in right of a province or an agent or mandatary of Her Majesty in right of a province, if Her Majesty in right of a province or the agent or mandatary accepts deposits transferable by order;
336. The Act is amended by adding the following after section 4:
Right to vote
4.1 (1) Each member shall have one vote on all matters to be decided by members.
Proxies
(2) A member entitled to vote at a meeting of members may, by means of a proxy, appoint a proxyholder or one or more alternate proxyholders to attend and act at the meeting in the manner and to the extent authorized by the proxy and within the authority conferred by the proxy.
Quorum
(3) At a meeting of members, the members present, in person or by proxy, constitute a quorum if, together, they represent the majority of all members.
2001, c. 9, s. 226 and ss. 227(1)(E) and (2); 2003, c. 22, s. 142(E); 2007, c. 6, s. 424; 2012, c. 5, s. 207
337. Sections 8 and 9 of the Act are replaced by the following:
Composition
8. (1) There shall be a Board of Directors of the Association consisting of the following 13 directors:
(a) the President;
(b) three directors who are directors, officers or employees of members that, in the normal course of business, maintain a settlement account at the Bank of Canada;
(c) two directors who are directors, officers or employees of members other than those described in paragraph (b); and
(d) seven directors who are independent of the Association and of its members.
Election of directors
(2) The directors referred to in paragraphs (1)(b) to (d) are to be elected by the members.
Quorum
(3) At a meeting of the Board, the directors present constitute a quorum if at least seven directors are present and a majority of the directors present are directors referred to in paragraph (1)(d).
Ineligibility
9. (1) No person is eligible to be a director if they are
(a) a director, officer or employee of the Bank of Canada;
(b) employed in any capacity in the federal public administration or the public service of a province or hold any office or position for which any salary or other remuneration is payable out of public moneys; or
(c) a member of the Senate or House of Commons or a member of a provincial legislature.
Restriction
(2) When a director, officer or employee of a member is a director of the Association, no other director, officer or employee of that member, or of an affiliate of that member, is eligible to be a director of the Association.
Affiliates
(3) For the purposes of this section,
(a) one corporation is affiliated with 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 affiliated with the same corporation at the same time, they are deemed to be affiliated with each other.
Definition of control
(4) In paragraph (3)(a), “control” means control in any manner that results in control in fact, whether directly through the ownership of securities or indirectly through a trust, agreement or arrangement, the ownership of any corporation or otherwise.
Term of office — elected directors
9.1 (1) The elected directors hold office for a term of three years and are eligible to be elected for only one further term.
Removal of elected directors
(2) If a resolution passed by a two-thirds majority of the members who are present at a special meeting of members called to consider the resolution provides for the recall of an elected director, then, despite subsection (1), that director ceases to be a director of the Association at the time notice of the resolution is given to the director or at any other time that may be fixed by by-law.
Remuneration
(3) A director referred to in paragraph 8(1)(d) shall be paid by the Association the remuneration that is fixed by by-law.
2001, c. 9, ss. 229(E) and 230
338. Sections 11 to 13 of the Act are replaced by the following:
Vacancies
11. (1) If a vacancy among the elected directors occurs, the directors shall cause a meeting to be held of the members for the purpose of electing a director to fill the vacancy for the remainder of the term of the director whose departure resulted in the vacancy.
Election by the Board
(2) If the meeting is called and there is no quorum or the meeting fails to elect a director to fill the vacancy, the Board shall elect a director for the remainder of the term of the director whose departure from the Board resulted in the vacancy.
2001, c. 9, s. 232(E) and par. 245(a)(E); 2007, c. 6, s. 427(F)
339. Section 15 of the Act is replaced by the following:
Chairperson and Deputy Chairperson
15. (1) The elected directors shall elect a Chairperson of the Board and a Deputy Chairperson of the Board from among the directors referred to in paragraph 8(1)(d) for a term not exceeding two years, the term being renewable.
Duties of Chairperson
(2) The Chairperson shall preside at meetings of the Board and perform the duties that are assigned by the by-laws.
Absence of Chairperson
(3) If the Chairperson is unable to act by reason of absence or incapacity, the Deputy Chairperson shall perform the duties of the Chairperson.
Additional vote
(4) The Chairperson or, in the absence or incapacity of the Chairperson, the Deputy Chairperson has, in the event of a tie vote on any matter before the Board at a meeting of the Board, a second vote.
2007, c. 6, s. 428
340. (1) Subsections 16(1) and (2) of the Act are replaced by the following:
President
16. (1) The elected directors shall appoint the President of the Association.
Duties
(2) The President is the chief executive of the Association and has, on behalf of the Board, the direction and management of the business of the Association with authority to act in all matters that are not by the by-laws or by resolution of the Board specifically reserved to be done by the Chairperson or the Board.
2007, c. 6, s. 428
(2) Subsection 16(3) of the French version of the Act is replaced by the following:
Exercice par les dirigeants et employés
(3) Sauf indication contraire du président et sous réserve des conditions qu’il peut imposer, les dirigeants et employés de l’Association ayant les compétences voulues peuvent exercer les attributions de celle-ci.
341. The Act is amended by adding the following after section 16:
Duty of Care
Duty of care of directors and officers
16.1 Every director and officer of the Association, in exercising their powers and performing their duties, shall
(a) act honestly and in good faith with a view to the best interests of the Association; and
(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
2001, c. 9, s. 233
342. (1) The portion of subsection 18(1) of the Act before paragraph (b) is replaced by the following:
By-laws
18. (1) The Board may make any by-laws that it considers advisable for the attainment of the objects of the Association, including by-laws
(a) providing for eligibility criteria for membership in the Stakeholder Advisory Council or the Member Advisory Council and their number of members;
2001, c. 9, s. 233
(2) Paragraphs 18(1)(c) and (c.1) of the Act are repealed.
2001, c. 9, s. 233; 2007, c. 6, s. 429(1)
(3) Paragraphs 18(1)(f) to (g) of the Act is replaced by the following:
(f) respecting the payment of dues by the members and the payment of fees for services performed by or on behalf of the Association, and establishing the method of determining the amount of those dues and those fees;
(g) establishing penalties for any failure by members to comply with the by-laws, rules and orders made under the by-laws, except by-laws made under paragraph (k), including penalties that provide for the payment of interest or the making of restitution and procedures in respect of the imposition of those penalties;
2007, c. 6, s. 429(2)
(4) Paragraph 18(1)(k) of the Act is replaced by the following:
(k) respecting the internal administration of the business of the Association, including
(i) the procedures for all business that is conducted at meetings of the Board, the Board’s committees, the Stakeholder Advisory Council or the Member Advisory Council,
(ii) the remuneration of directors referred to in paragraph 8(1)(d) and of members of the Stakeholder Advisory Council, and
(iii) the procedures for the nomination, selection and appointment of persons to be members of the Stakeholder Advisory Council or the Member Advisory Council.
2007, c. 6, s. 429(3) and (4)(E); 2012, c. 5, s. 208
(5) Subsections 18(2) to (4) of the Act are replaced by the following:
Approval
(2) A by-law, except a by-law made under paragraph (1)(k), shall not come into force unless it is approved by the Minister and, once approved, copies of it must be sent by the President to every member.
Notice
(3) The President shall notify the Minister of the making of a by-law under paragraph (1)(k) and shall send copies of the by-law to every member.
343. The Act is amended by adding the following after section 18:
Rules, Statements of Principle and Standards
2001, c. 9, s. 234(1)
344. (1) The portion of subsection 19(1) of the Act before paragraph (a) is replaced by the following:
Rules
19. (1) Subject to the by-laws, the Board may make any rules that it considers advisable for the attainment of the objects of the Association, including rules
2001, c. 9, par. 245(c)(E); 2007, c. 6, s. 430(2)(F)
(2) Subsection 19(2) of the Act is repealed.
2001, c. 9, s. 235
345. Section 19.1 of the Act is replaced by the following:
Statements of principle and standards
19.1 Subject to the by-laws and rules, the Board may make any statements of principle and standards that it considers advisable for the attainment of the objects of the Association.
2001, c. 9, s. 235
346. Subsections 19.3(1) and (2) of the Act are replaced by the following:
Directives by Minister
19.3 (1) If the Minister is of the opinion that it is in the public interest to do so, the Minister may issue a written directive to the Association, including a directive to make, amend or repeal a by-law, rule or standard.
Consultation
(2) Before a directive is given to the Association, the Minister shall consult the Board, and may consult any interested party, with respect to the content and effect of the directive. If the directive relates to the operation of a clearing and settlement system designated under subsection 4(1) of the Payment Clearing and Settlement Act, the Minister shall also consult the Governor of the Bank of Canada.
2001, c. 9, ss. 236 and 237(E) and par. 245(d)(E) and (e)(E); 2007, c. 6, s. 431(F)
347. Section 20 of the Act and the heading before it are replaced by the following:
Notice of developments
19.5 The President shall, as soon as feasible, notify the Minister of any financial or other developments that have or are likely to have a material adverse effect on the business of the Association.
Committees of the Board
Nominating committee
20. (1) The Board shall establish a nominating committee to identify and propose qualified candidates for the election of directors.
Composition
(2) The nominating committee shall consist of elected directors, a majority of whom shall be directors referred to in paragraph 8(1)(d).
Representative character
(3) When the nominating committee is identifying qualified candidates for the election of directors referred to in paragraph 8(1)(c), it shall endeavour to identify candidates that are broadly representative of the diversity of the membership of the Association.
348. The Act is amended by adding the following after section 21.1:
Stakeholder Advisory Council
2001, c. 9, s. 238
349. (1) Subsection 21.2(3) of the Act is replaced by the following:
Appointment of directors
(3) The Board shall appoint up to two elected directors to be members of the Council.
2001, c. 9, s. 238
(2) Subsection 21.2(5) of the Act is replaced by the following:
Representative character
(5) The Council shall be broadly representative of users and payment service providers.
350. The Act is amended by adding the following after section 21.2:
Report of Council
21.3 The Chairperson of the Stakeholder Advisory Council shall, as soon as feasible after the end of each fiscal year, submit a report on its activities in that fiscal year to the Board.
Member Advisory Council
Member Advisory Council
21.4 (1) There shall be a Member Advisory Council consisting of persons appointed by the Board.
Object
(2) The object of the Council is to provide counsel and advice to the Board on the Association’s operation of clearing and settlement systems, the interaction of those systems with other systems involved in the exchange, clearing or settlement of payments and the development of new technologies.
Representative character
(3) The Council shall be broadly representative of the diversity of the membership of the Association.
2007, c. 6, s. 433(F)
351. Sections 22 to 24 of the Act are replaced by the following:
Budgets
22. (1) In each year, the Board shall cause an operating budget and a budget setting out proposed capital expenditures of the Association to be prepared.
Consultation
(2) The Board shall consult the members before establishing the operating budget and capital expenditures budget.
Corporate Plan and Annual Report
Corporate plan
23. (1) In each year, the Board shall, within the time prescribed by the regulations, submit to the Minister for approval a five-year corporate plan for the Association.
Contents of corporate plan
(2) The corporate plan shall include
(a) the Association’s objectives;
(b) the strategies that the Association intends to use to achieve its objectives, including operational, financial and human resource strategies;
(c) the Association’s expected performance over the five-year period;
(d) the Association’s operating and capital expenditures budgets;
(e) any material changes that have occurred in respect of information provided in the previous corporate plan; and
(f) any other information that the Minister may require.
Annual report
24. (1) The Board shall, within the time prescribed by the regulations, prepare a report on the Association’s operations for each fiscal year and the Association shall publish it on its Internet site.
Contents
(2) The report shall include
(a) the financial statements of the Association and the report of the auditor;
(b) an evaluation of the Association’s performance with respect to the objectives established in the corporate plan;
(c) the annual report of the Stakeholder Advisory Council; and
(d) a statement of the Association’s priorities for the following fiscal year.
352. Section 25 of the Act is replaced by the following:
Annual meeting
25. The Board shall call an annual meeting of members not later than six months after the end of each fiscal year of the Association for the purpose of
(a) receiving the financial statements of the Association for the preceding fiscal year and the report of the auditor respecting those statements;
(b) electing directors; and
(c) considering any other matter respecting the operations of the Association.
353. Subsections 26(2) and (3) of the Act are replaced by the following:
Remuneration
(2) The remuneration of the auditor may be fixed by resolution at the annual meeting of members. However, if the remuneration of the auditor is not fixed at the annual meeting, the Board may do so.
2001, c. 9, s. 239
354. Subsection 28(1) of the Act is replaced by the following:
Electronic meetings
28. (1) Subject to the by-laws, a meeting of the Board or of a committee of the Board, a meeting of the members or a meeting of the Stakeholder Advisory Council or Member Advisory Council may be held by means of any telephonic, electronic or other communications facilities that permit all persons participating in the meeting to communicate adequately with each other during the meeting.
1994, c. 24, par. 34(1)(g)(F)
355. Subsection 34(1) of the Act is replaced by the following:
Application of Canada Business Corporations Act
34. (1) Subsections 16(1) and 21(1), sections 23, 116, 155, 158, 159, 161, 164 to 166 and 168, subsection 169(1), section 170, subsections 171(7) and (8), section 172 and subsections 257(1) and (2) of the Canada Business Corporations Act apply, with such modifications as the circumstances require, to the Association as if it were a corporation incorporated under that Act.
2001, c. 9, s. 243
356. (1) Paragraphs 35(1)(a) to (c) of the Act are replaced by the following:
(a) providing for the mandate of committees established under section 20 or 21, eligibility criteria for membership in those committees and their number of members;
(b) respecting the election of directors of the Association, including the eligibility of persons to be elected as directors, and defining “independent” for the purposes of paragraph 8(1)(d);
(c) prescribing the form and content of the Association’s corporate plans and annual reports, and the time and manner in which they must be prepared or submitted;
2001, c. 9, s. 243
(2) Subsection 35(2) of the Act is repealed.
357. The Act is amended by adding the following after section 48:
Review
49. Three years after the day on which this section comes into force, the Minister shall cause to be conducted a review of this Act and its operation and cause a report on the review to be laid before each House of Parliament on any of the first 15 days on which that House is sitting after the review is completed.
Transitional Provisions
Meeting of members to be held
358. (1) Within 30 days after the day on which section 337 comes into force, the Board of Directors of the Canadian Payments Association shall cause a meeting of the members to be held at which a new Board of Directors shall be established.
Former directors cease to hold office
(2) The persons who hold office as directors of the Board of the Canadian Payments Association on the day on which section 337 comes into force cease to hold office at the close of the meeting of the members referred to in subsection (1).
New Board of Directors
(3) Despite subsections 8(2) and 9.1(1) of the Canadian Payments Act, the directors of the new Board of Directors, other than the President of the Association, shall be appointed under subsection (4) or elected under subsection (5) for the terms of office provided for under those subsections.
Appointment of directors
(4) At the commencement of the meeting of the members referred to in subsection (1), the Board of Directors shall appoint
(a) two directors from among the directors in office who represent the classes described in subsection 9(3) of the Canadian Payments Act, as it read immediately before the coming into force of section 337, to act as directors described in paragraph 8(1)(b) or (c) of the Canadian Payments Act for a term of one year;
(b) one director from among the directors in office who represent the classes described in subsection 9(3) of the Canadian Payments Act, as it read immediately before the coming into force of section 337, to act as a director described in paragraph 8(1)(b) or (c) of the Canadian Payments Act for a term of two years;
(c) two directors from among the directors in office who were appointed by the Minister under subsection 9(1.1) of the Canadian Payments Act, as it read immediately before the coming into force of section 337, to act as directors described in paragraph 8(1)(d) of the Canadian Payments Act for a term of one year;
(d) one director from among the directors in office who were appointed by the Minister under subsection 9(1.1) of the Canadian Payments Act, as it read immediately before the coming into force of section 337, to act as a director described in paragraph 8(1)(d) of the Canadian Payments Act for a term of two years; and
(e) one director from among those described in paragraph 8(1)(d) of the Canadian Payments Act for a term of three years.
Election of directors
(5) Immediately after seven directors have been appointed under subsection (4), the members shall elect
(a) one director from among those described in paragraph 8(1)(b) or (c) of the Canadian Payments Act, for a term of two years;
(b) one director from among those described in paragraph 8(1)(b) or (c) of the Canadian Payments Act, for a term of three years;
(c) one director from among those described in paragraph 8(1)(d) of the Canadian Payments Act, for a term of two years; and
(d) two directors from among those described in paragraph 8(1)(d) of the Canadian Payments Act, for a term of three years.
List of qualified candidates
(6) For the purposes of the election of directors under paragraph (5)(a) or (b), the Board shall endeavour to identify candidates that are broadly representative of the diversity of the membership of the Association and, at least 15 days before the meeting of the members referred to in subsection (1), the Board shall provide to members a list of qualified candidates.
Chairperson
(7) Despite subsection 15(1) of the Canadian Payments Act, as enacted by section 339 of this Act, the directors appointed under subsection (4) or elected under subsection (5) shall elect a Chairperson of the Board from among those who were appointed under paragraph (4)(d) or (e) or elected under (5)(c) or (d).
Deeming
(8) For the purposes of the Canadian Payments Act, the directors appointed under subsection (4) or elected under subsection (5) are deemed to be directors who have been elected under subsection 8(2) of that Act. For greater certainty, they are eligible to be elected for only one further term.
Coming into Force
Order in council
359. The provisions of this Division, except section 358, come into force on a day or days to be fixed by order of the Governor in Council.
Division 27
1996, c. 6, sch.
Payment Clearing and Settlement Act
Amendments to the Act
360. (1) The definition “systemic risk” in section 2 of the Payment Clearing and Settlement Act is replaced by the following:
“systemic risk”
« risque systémique »
“systemic risk” means the risk that the inability of a participant to meet its obligations in a clearing and settlement system as they become due, or a disruption to or a failure of a clearing and settlement system, could, by transmitting financial problems through the system, cause
(a) other participants in the clearing and settlement system to be unable to meet their obligations as they become due,
(b) financial institutions in other parts of the Canadian financial system to be unable to meet their obligations as they become due,
(c) the clearing and settlement system’s clearing house or the clearing house of another clearing and settlement system within the Canadian financial system to be unable to meet its obligations as they become due, or
(d) an adverse effect on the stability or integrity of the Canadian financial system.
(2) Section 2 of the Act is amended by adding the following in alphabetical order:
“payments system risk”
« risque pour le système de paiement »
“payments system risk” means the risk that a disruption to or a failure of a clearing and settlement system could cause a significant adverse effect on economic activity in Canada by
(a) impairing the ability of individuals, businesses or government entities to make payments, or
(b) producing a general loss of confidence in the overall Canadian payments system, which includes payment instruments, infrastructure, organizations, market arrangements and legal frameworks that allow for the transfer of monetary value.
361. Section 3 of the Act is replaced by the following:
Application
3. This Part applies in respect of clearing and settlement systems designated under subsection 4(1).
2007, c. 6, s. 441
362. Subsections 4(1) and (2) of the Act are replaced by the following:
Designation by Governor
4. (1) If the Governor of the Bank is of the opinion that a clearing and settlement system could be operated in a manner that poses a systemic risk or payments system risk and the Minister is of the opinion that it is in the public interest to do so, the Governor may designate the clearing and settlement system as a clearing and settlement system that is subject to this Part.
Revocation
(2) If the Governor of the Bank is of the opinion that the designated clearing and settlement system could no longer be operated in a manner that poses a systemic risk or payments system risk and the Minister is of the opinion that it is in the public interest to do so, the Governor may revoke the designation.
363. Section 5 of the Act and the heading before it are replaced by the following:
Information
Information to be provided to Bank
5. A clearing house shall, in respect of the designated clearing and settlement system, provide the Bank with any information that the Bank may request in writing, at any time and in any form and manner that is specified by the Bank.
364. Section 6 of the Act is replaced by the following:
Directive to clearing house
6. (1) The Governor of the Bank may issue a directive in writing to a clearing house of a designated clearing and settlement system that requires the clearing house, within any period that may be specified in the directive, to take — and to have the participants take — any corrective measures that the Governor considers necessary, if the Governor is of the opinion that systemic risk or payments system risk is being or is likely to be inadequately controlled because of
(a) the operation of the clearing and settlement system; or
(b) any actual or anticipated acts or omissions of the clearing house or of a participant.
Directive to participants
(2) The Governor of the Bank may issue a directive in writing to a participant that requires the participant, within any period that may be specified in the directive, to take any corrective measures that the Governor considers necessary if the Governor has formed an opinion referred to in subsection (1) that systemic risk is being inadequately controlled and
(a) the clearing house fails to comply with a directive that has been issued to it under subsection (1);
(b) the designated clearing and settlement system does not have a clearing house located in Canada; or
(c) in the opinion of the Governor,
(i) the risk is being inadequately controlled because of an act or omission by a participant, and
(ii) the act or omission is not subject to the by-laws, agreements, rules, procedures, guides or other documentation governing the designated clearing and settlement system.
Clarification
(3) For greater certainty, a directive issued under this section must not be made in respect of
(a) the capital adequacy of a participant;
(b) the management of a participant’s investments;
(c) a participant’s corporate governance;
(d) a participant’s relations with customers who are not themselves participants in the designated clearing and settlement system;
(e) a participant’s ownership structure; or
(f) any other matter that is not directly related to a participant’s participation in the designated clearing and settlement system.
Directive may apply to statutory system
(4) Subject to the approval of the Minister, a directive, if it so provides, applies to a designated clearing and settlement system that is established under a statute.
365. The heading before section 9 of the Act is replaced by the following:
Notice of Changes
366. Subsection 9(3) of the Act is repealed.
367. Section 11 of the Act and the heading before it are repealed.
368. Section 12 of the Act is replaced by the following:
Other powers
12. The Bank may do all or any of the following:
(a) be a participant in a clearing and settlement system and participate in its loss-sharing mechanism;
(b) act as a custodian of financial assets or act as a settlement agent, or both, for a clearing house;
(c) despite section 23 of the Bank of Canada Act, accept and pay interest on deposits from a clearing house, participant or central counter-party.
Bank may impose fees
12.1 (1) The Bank may annually impose a fee on a clearing house for the reasonable costs to the Bank of the administration of this Act for that year in respect of the clearing house’s designated clearing and settlement system.
Recovery of fees
(2) A fee imposed under subsection (1) constitutes a debt due to the Bank and may be recovered as such in any court of competent jurisdiction.
369. The Act is amended by adding the following after section 13.1:
Agreements
Clearing house or participant
13.2 The Bank may enter into an agreement with a clearing house or a participant, or both, in respect of
(a) netting arrangements;
(b) risk-sharing and risk-control mechanisms;
(c) certainty of settlement and finality of payment;
(d) the nature of financial arrangements among participants;
(e) the operational systems and financial soundness of the clearing house; and
(f) any other matters pertaining to systemic risk or payments system risk.
Cooperation
13.3 The Bank may enter into an agreement or arrangement with any government authority or regulatory body for the purpose of consulting, sharing information and coordinating their actions with respect to clearing and settlement systems.
370. (1) The portion of subsection 14(3) of the Act before paragraph (a) is replaced by the following:
Risk information
(3) Every clearing house shall provide the Bank with any information and documents that the Bank may require to enable the Bank to determine whether the clearing and settlement system poses a systemic risk or payments system risk, including
(2) Paragraph 14(3)(d) of the Act is replaced by the following:
(d) copies of its reports, statements or other documents that are required to be filed with any government authority or regulatory body; and
2012, c. 5. s. 214
371. Section 15 of the Act is replaced by the following:
Compliance orders
15. (1) The Bank or the Governor of the Bank may apply to a superior court for an order
(a) directing a clearing house or participant to comply with this Act, a directive issued under this Act or an agreement that it has entered into under section 13.2, if the clearing house or participant has failed to comply with this Act, the directive or the agreement, as the case may be;
(b) directing a person to comply with a request made under subsection 14(1), if the person has failed to comply with the request; or
(c) directing a person to comply with a prohibition or to respect a condition imposed under this Act, if the person has failed to comply with the prohibition or to respect the condition.
Powers of the court
(2) The court may make any order referred to in subsection (1) and may also make any further order that it considers appropriate.
372. (1) Subsection 18(1) of the English version of the Act is replaced by the following:
Information confidential
18. (1) Information obtained under this Act is confidential and shall be treated accordingly.
2012, c. 5. s. 215(1)
(2) Subsection 18(2) of the Act is replaced by the following:
Disclosure permitted
(2) Nothing in subsection (1) prevents the Bank from disclosing any information, if the Bank is satisfied that the information will be treated as confidential by the authority, body or person to which it is disclosed,
(a) to any government authority or regulatory body charged with the regulation of
(i) financial institutions, as defined in section 2 of the Trust and Loan Companies Act, for purposes related to that regulation, or
(ii) entities that provide clearing or settlement services in connection with securities transactions or eligible financial contracts, for purposes related to that regulation; and
(b) to the Deputy Minister of Finance or any officer of the Department of Finance authorized in writing by the Deputy Minister of Finance or to the Chairperson of the Canada Deposit Insurance Corporation or any officer of that Corporation authorized in writing by the Chairperson.
2012, c. 5, s. 215(2)
(3) Subsection 18(3) of the Act is replaced by the following:
Disclosure permitted
(3) Nothing in subsection (1) prevents the Bank from disclosing any information regarding a clearing and settlement system that the Bank has designated under subsection 4(1) to any government authority or regulatory body charged with the regulation of systems or arrangements for the clearing or settlement of payment obligations or payment messages, for purposes related to that regulation, if the Bank is satisfied that the information will be treated as confidential by the authority or body to which it is disclosed.
Disclosure outside Canada
(4) Before the Bank discloses information to a government authority or regulatory body outside Canada, the Bank shall enter into an arrangement or agreement with the authority or body regarding the terms of the disclosure.
1999, c. 28, s. 135
373. (1) Subsections 22.1(1) and (2) of the Act are replaced by the following:
Foreign participation
22.1 (1) An authorized foreign bank or foreign institution that is or wishes to be a participant in a designated clearing and settlement system shall provide the Governor of the Bank with any information regarding the application of foreign laws to the authorized foreign bank or foreign institution that the Governor considers necessary.
Prohibition or conditions
(2) The Governor may prohibit the authorized foreign bank or foreign institution from being a participant in the designated clearing and settlement system or may require it to comply with any conditions with respect to its participation that the Governor considers necessary if the Governor is of the opinion, on the basis of the information provided under subsection (1) or of any other information that the Governor considers relevant, that its participation poses, or is likely to pose, a systemic risk or a payments system risk or poses, or is likely to pose, an unacceptable risk to the Bank in guaranteeing settlement of the authorized foreign bank’s or foreign institution’s obligations.
1999, c. 28, s. 135
(2) The definition “designated clearing and settlement system” in subsection 22.1(4) of the Act is repealed.
(3) Subsection 22.1(4) of the Act is amended by adding the following in alphabetical order:
“foreign institution”
« institution étrangère »
“foreign institution” means a foreign institution within the meaning of section 2 of the Bank Act.
Consequential Amendments
R.S., B-2
Bank of Canada Act
2001, c. 9, s. 190(1)
374. Paragraph 10(2)(b) of the French version of the Bank of Canada Act is replaced by the following:
b) une chambre de compensation d’un système de compensation et de règlement assujetti à la partie I de la Loi sur la compensation et le règlement des paiements au titre du paragraphe 4(1) de cette loi;
1991, c. 46
Bank Act
1999, c. 28, s. 35(1)
375. Section 542 of the Bank Act is replaced by the following:
Payment clearing and settlement
542. Subject to section 22.1 of the Payment Clearing and Settlement Act, an authorized foreign bank may be a participant in a clearing and settlement system designated under subsection 4(1) of that Act.
Division 28
Extractive Sector Transparency Measures Act
Enactment of Act
Enactment
376. The Extractive Sector Transparency Measures Act is enacted as follows:
An Act to implement Canada’s international commitments to participate in the fight against corruption through the imposition of measures applicable to the extractive sector
SHORT TITLE
Short title
1. This Act may be cited as the Extractive Sector Transparency Measures Act.
INTERPRETATION AND GENERAL PROVISIONS
Definitions
2. The following definitions apply in this Act.
“category of payment”
« catégorie de paiement »
“category of payment” means a category of payment set out in any one of paragraphs (a) to (h) of the definition “payment”.
“commercial development of oil, gas or minerals”
« exploitation commerciale de pétrole, de gaz ou de minéraux »
“commercial development of oil, gas or minerals” means
(a) the exploration or extraction of oil, gas or minerals;
(b) the acquisition or holding of a permit, licence, lease or any other authorization to carry out any of the activities referred to in paragraph (a); or
(c) any other prescribed activities in relation to oil, gas or minerals.
“entity”
« entité »
“entity” means a corporation or a trust, partnership or other unincorporated organization
(a) that is engaged in the commercial development of oil, gas or minerals in Canada or elsewhere; or
(b) that controls a corporation or a trust, partnership or other unincorporated organization that is engaged in the commercial development of oil, gas or minerals in Canada or elsewhere.
“gas”
« gaz »
“gas” means natural gas and includes all substances, other than oil, that are produced in association with natural gas.
“minerals”
« minéraux »
“minerals” means all naturally occurring metallic and non-metallic minerals, including coal, salt, quarry and pit material, and all rare and precious minerals and metals.
“Minister”
« ministre »
“Minister” means the member of the Queen’s Privy Council for Canada designated under section 5.
“oil”
« pétrole »
“oil” means crude petroleum, bitumen and oil shale.
“payee”
« bénéficiaire »
“payee” means
(a) any government in Canada or in a foreign state;
(b) a body that is established by two or more governments;
(c) any trust, board, commission, corporation or body or authority that is established to exercise or perform, or that exercises or performs, a power, duty or function of government for a government referred to in paragraph (a) or a body referred to in paragraph (b); or
(d) any other prescribed payee.
“payment”
« paiement »
“payment” means a payment — whether monetary or in kind — that is made to a payee in relation to the commercial development of oil, gas or minerals and that falls within any of the following categories of payment:
(a) taxes, other than consumption taxes and personal income taxes;
(b) royalties;
(c) fees, including rental fees, entry fees and regulatory charges as well as fees or other consideration for licences, permits or concessions;
(d) production entitlements;
(e) bonuses, including signature, discovery and production bonuses;
(f) dividends other than dividends paid as ordinary shareholders;
(g) infrastructure improvement payments; or
(h) any other prescribed category of payment.
Rules relating to payments
3. For the purposes of this Act,
(a) a payment that is made to an employee or public office holder of a payee is deemed to have been made to the payee;
(b) a payment that is due to a payee and that is received by a body that is not a payee for the payee is deemed to have been made to the payee;
(c) a payment that is made by an entity, other than an entity referred to in subsection 8(1), that is controlled by another entity is deemed to have been made by the controlling entity;
(d) a payment that is made for an entity is deemed to have been made by the entity; and
(e) the value of a payment in kind is the cost to the entity — or, if the cost cannot be determined, the fair market value — of the goods or services that it provided.
Control
4. (1) Subject to the regulations, an entity is controlled by another entity if it is controlled by the other entity, directly or indirectly, in any manner.
Deemed control
(2) An entity that controls another entity is deemed to control any entity that is controlled, or deemed to be controlled, by the other entity.
DESIGNATION
Designation of Minister
5. The Governor in Council may, by order, designate a member of the Queen’s Privy Council for Canada as the Minister for the purpose of this Act.
PURPOSE OF ACT
Purpose
6. The purpose of this Act is to implement Canada’s international commitments to participate in the fight against corruption through the implementation of measures applicable to the extractive sector, including measures that enhance transparency and measures that impose reporting obligations with respect to payments made by entities. Those measures are designed to deter and detect corruption including any forms of corruption under any of sections 119 to 121 and 341 of the Criminal Code and sections 3 and 4 of the Corruption of Foreign Public Officials Act.
HER MAJESTY
Binding on her Majesty
7. This Act is binding on Her Majesty in right of Canada or a province.
APPLICATION
Entities
8. (1) Subject to subsection (2), sections 9 to 13 apply to
(a) an entity that is listed on a stock exchange in Canada;
(b) an entity that has a place of business in Canada, does business in Canada or has assets in Canada and that, based on its consolidated financial statements, meets at least two of the following conditions for at least one of its two most recent financial years:
(i) it has at least $20 million in assets,
(ii) it has generated at least $40 million in revenue,
(iii) it employs an average of at least 250 employees; and
(c) any other prescribed entity.
Continuation of obligations
(2) An entity that ceases to be an entity referred to in subsection (1) before the end of a period referred to in section 12 or 13, as the case may be, continues to be subject to the obligations of that section until the end of the applicable period.
OBLIGATIONS
Reporting Payments
Annual report
9. (1) Every entity must, not later than 150 days after the end of each of its financial years, provide the Minister with a report that discloses, in accordance with this section, the payments that it has made during that year.
Payments to be disclosed
(2) Subject to any regulations made under paragraph 23(1)(d), an entity must disclose any payments within a category of payment that are made to the same payee, if the total amount of all those payments during the financial year is at least
(a) the amount prescribed by regulation for the category of payment; or
(b) if no amount is prescribed for the category, $100,000.
Deemed payee
(3) For the purpose of subsection (2), a payment that is made to a payee referred to in paragraph (c) of the definition “payee” is deemed to have been made to the government or body for which it is established to exercise or perform, or that for which it exercises or performs, a power, duty or function of government.
Attestation
(4) The report is to include an attestation made by a director or officer of the entity, or an independent auditor or accountant, that the information in the report is true, accurate and complete.
Form and manner
(5) The Minister may specify, in writing, the way in which payments are to be organized or broken down in the report — including on a project basis — and the form and manner in which a report is to be provided. The Minister is to make those requirements available to the public in the manner that he or she considers appropriate.
Substitution
10. (1) If, in the Minister’s opinion, and taking into account any additional conditions that he or she may impose, the payment reporting requirements of another jurisdiction achieve the purposes of the reporting requirements under this Act, the Minister may determine that the requirements of the other jurisdiction are an acceptable substitute for those set out in section 9. The determination is to be in writing and made available to the public in the manner that the Minister considers appropriate.
Provision of substitute report
(2) If the Minister has determined that the requirements of a jurisdiction are an acceptable substitute, an entity that is subject to those requirements is deemed to have provided a report in accordance with section 9 if the entity
(a) provides the report required by the jurisdiction to the jurisdiction’s competent authority;
(b) provides a copy of that report to the Minister, in the form and manner that he or she specifies, within any period specified in the jurisdiction’s reporting requirements for providing the report to the competent authority; and
(c) meets any conditions imposed by the Minister under subsection (1).
Wholly owned subsidiary — consolidated report
11. If an entity and any wholly owned subsidiary of the entity are entities referred to in subsection 8(1), the subsidiary is deemed to have provided a report in accordance with section 9 for a financial year if
(a) the entity provides the Minister with a report with respect to its payments in accordance with section 9 that also contains information with respect to the payments made by the subsidiary during the subsidiary’s financial year or any part of that year, which information must meet the reporting requirements of section 9;
(b) not later than 150 days after the end of its financial year, the subsidiary notifies the Minister in writing that the entity is providing the report; and
(c) the subsidiary provides the Minister with a report in accordance with section 9 with respect to payments that it has made during any part of its financial year that is not covered by the report provided by the entity.
Accessibility of report
12. (1) An entity must, on providing the Minister with a report in accordance with section 9 — or on being deemed to have done so by the operation of subsection 10(2) or section 11 — make any information required by regulations made under paragraph 23(1)(f) available to the public or, if no such regulation is made, make the report and any information provided to the Minister under paragraph 10(2)(c) available to the public.
Manner and period
(2) The report and information must be made available to the public
(a) in the manner specified by the Minister; and
(b) for the period prescribed by regulation or, if no period is prescribed, for a period of five years.
Record Keeping
Records
13. An entity must keep records of its payments made in a financial year for a prescribed period or, if no period is prescribed, for a seven-year period that begins on the day on which the entity provides the report in accordance with section 9 for the financial year or is deemed to have done so by the operation of subsection 10(2) or section 11.
ADMINISTRATION AND ENFORCEMENT
Information and Independent Audit
Order — required information
14. (1) For the purpose of verifying compliance with this Act, the Minister may, by order, require an entity to provide to him or her, within the period specified in the order, any information or documents, including
(a) a list of projects for the commercial development of oil, gas, or minerals in which the entity has an interest and the nature of that interest;
(b) an explanation of how the entity has treated a payment for the purpose of preparing a report referred to in subsection 9(1) or meeting the requirements set out in paragraphs 10(2)(a) to (c);
(c) a statement of any policies that the entity has implemented for the purpose of meeting its obligations under this Act; and
(d) the results of an audit of its report or of the records of payments for the financial year to which the report relates.
Audit
(2) The audit is to be carried out in accordance with the generally accepted auditing standards specified in the order by an independent auditor who meets the requirements specified in it.
Non-application of Statutory Instruments Act
(3) The Statutory Instruments Act does not apply to an order referred to in subsection (1).
Designation
Designation
15. The Minister may designate persons or classes of persons for the purposes of the administration and enforcement of this Act.
Designated Person’s Powers
Entry into a place
16. (1) A designated person may, for a purpose related to verifying compliance with this Act, enter any place in which the person has reasonable grounds to believe there is anything to which this Act applies or any document relating to the administration of this Act.
Powers on entry
(2) The designated person may, for the purpose referred to in subsection (1),
(a) examine anything in the place including any document;
(b) use any means of communication in the place or cause it to be used;
(c) use any computer system in the place, or cause it to be used, to examine data contained in or available to it, or reproduce the data, or cause it to be reproduced, in the form of a printout or other intelligible output and remove any printout or output for examination or copying;
(d) prepare a document, or cause one to be prepared, based on the data;
(e) use any copying equipment in the place, or cause it to be used;
(f) take photographs or make recordings or sketches of anything in the place;
(g) direct any person to put any equipment in the place into operation or to cease operating it;
(h) prohibit or limit access to all or part of the place or to anything in the place; and
(i) remove anything from the place for the purpose of examination.
Persons accompanying designated person
(3) The designated person may be accompanied by any person that they believe is necessary to help them exercise their powers or perform their duties or functions under this section.
Assistance
(4) The owner or person in charge of the place and every person in the place must give all assistance that is reasonably required to enable the designated person to exercise their powers or perform their duties or functions under this section and is to provide any documents or information, and access to any data, that is reasonably required for that purpose.
Warrant to enter dwelling-house
17. (1) If the place referred to in subsection 16(1) is a dwelling-house, the designated person may enter it without the occupant’s consent only under the authority of a warrant issued under subsection (2).
Authority to issue warrant
(2) On ex parte application, a justice of the peace may issue a warrant authorizing the designated person to enter a dwelling-house, subject to any conditions specified in the warrant, if the justice is satisfied by information on oath that
(a) the dwelling-house is a place referred to in subsection 16(1);
(b) entry to the dwelling-house is necessary for a purpose related to verifying compliance with this Act; and
(c) entry was refused by the occupant or there are reasonable grounds to believe that entry will be refused by, or that consent to entry cannot be obtained from, the occupant.
Obstruction
18. A person must not obstruct or hinder a person who is exercising powers or performing duties or functions under this Act.
Order — Corrective Measures
Minister’s power
19. (1) If, on the basis of information obtained under section 14 or 16, the Minister is of the opinion that an entity is not in compliance with section 9 or 12, the Minister may, by order, require the entity to take measures that he or she considers to be necessary to ensure compliance with those provisions.
Non-application of Statutory Instruments Act
(2) The Statutory Instruments Act does not apply to an order referred to in subsection (1).
MINISTER’S POWERS
Agreement with another jurisdiction
20. The Minister may enter into an agreement or arrangement with the government of another jurisdiction relating to the administration or enforcement of this Act or that jurisdiction’s reporting requirements.
Disclosure — powers, duties and functions
21. The Minister may disclose information obtained under this Act for the purpose of exercising powers or performing duties and functions under this Act.
Delegation
22. The Minister may delegate to any person or body any power, duty or function conferred on the Minister under this Act except the power to delegate under this section.
REGULATIONS
Regulations
23. (1) The Governor in Council may make regulations, for carrying the purposes and provisions of this Act into effect, including regulations
(a) defining “exploration” and “extraction”;
(b) respecting the circumstances in which any of the provisions of this Act do not apply to entities, payments or payees;
(c) prescribing the circumstances in which an entity is controlled by another entity;
(d) for the purposes of subsection 9(2), respecting the payments that are to be disclosed under subsection 9(1);
(e) prescribing the rate of exchange for the conversion of payments into Canadian dollars;
(f) respecting the information that must be made available to the public under section 12;
(g) respecting the records to be kept for the purposes of section 13 and the manner in which they are to be kept;
(h) prescribing anything that may, by this Act, be prescribed; and
(i) prescribing the way in which anything that may be prescribed is to be determined.
Incorporation by reference
(2) Regulations made under this section may, in whole or in part, incorporate by reference, as it is amended from time to time or as it exists on a particular date,
(a) a document produced by a person or body other than the Minister; or
(b) a technical or explanatory document produced by the Minister, including specifications, classifications, illustrations, graphs, test methods, procedures, operational standards and performance standards.
Accessibility
(3) The Minister is to ensure that any document that is incorporated by reference in the regulations is accessible.
Not liable to be found guilty
(4) A person is not liable to be found guilty of an offence for any contravention in respect of which a document that is incorporated by reference in the regulations is relevant unless, at the time of the alleged contravention, the document was accessible as required by subsection (3) or it was otherwise accessible to the person.
Registration or publication not required
(5) For greater certainty, a document that is incorporated by reference in a regulation is not required to be transmitted for registration or published in the Canada Gazette under the Statutory Instruments Act by reason only that it is incorporated by reference.
OFFENCES AND PUNISHMENT
Offence
24. (1) Every person or entity that fails to comply with section 9, 12 or 13, an order made under section 14, subsection 16(4) or an order made under section 19, or that contravenes section 18 or the regulations, is guilty of an offence punishable on summary conviction and liable to a fine of not more than $250,000.
False or misleading statement or information
(2) Every person or entity that knowingly makes any false or misleading statement or knowingly provides false or misleading information — including with respect to the category of payment in respect of which a payment was made — to the Minister or a person designated under section 15 is guilty of an offence punishable on summary conviction and liable to a fine of not more than $250,000.
Avoidance
(3) Every entity is guilty of an offence punishable on summary conviction and liable to a fine of not more than $250,000 if it structures any payments — or any other financial obligations or gifts, whether monetary or in kind, that relate to its commercial development of oil, gas or minerals — with the intention of avoiding the requirement to report those payments, obligations or gifts in accordance with this Act.
Continuing offence
(4) If an offence under this section is committed or continued on more than one day, it constitutes a separate offence for each day on which the offence is committed or continued.
Liability of officers, directors, etc.
25. If a person or an entity commits an offence under this Act, any officer, director or agent or mandatary of the person or entity who directed, authorized, assented to, acquiesced in or participated in its commission is a party to and guilty of the offence and liable on conviction to the punishment provided for the offence, whether or not the person or entity has been prosecuted or convicted.
Offence by employee or agent or mandatary
26. In a prosecution for an offence under subsection 24(1),
(a) it is sufficient proof of the offence to establish that it was committed by an employee or agent or mandatary of the accused, whether or not the employee or agent or mandatary is identified or has been prosecuted for the offence; and
(b) no person or entity is to be found guilty of the offence if they establish that they exercised due diligence to prevent its commission.
Time limitation
27. Proceedings under this Act may be instituted within, but not after, five years after the time when the subject matter of the proceedings arose.
Admissibility of evidence
28. (1) In proceedings for an offence under this Act, a document that is purported to have been signed by the Minister or a designated person is admissible in evidence without proof of the signature or official character of the person appearing to have signed it and, in the absence of evidence to the contrary, is proof of the matters asserted in it.
Copies and extracts
(2) In proceedings for an offence under this Act, a copy of or an extract from any document that is made by the Minister or a designated person that appears to have been certified under the signature of the Minister or that person as a true copy or extract is admissible in evidence without proof of the signature or official character of the person appearing to have signed it and, in the absence of evidence to the contrary, has the same probative force as the original would have if it were proved in the ordinary way.
Presumed date of issue
(3) A document referred to in this section is, in the absence of evidence to the contrary, presumed to have been issued on the date that it bears.
Notice
(4) No document referred to in this section is to be received in evidence unless the party intending to produce it has provided reasonable notice of that intention to the party against whom it is intended to be produced together with a copy of the document.
TRANSITIONAL PROVISIONS
Aboriginal government in Canada
29. The provisions of this Act do not apply to any payment made by an entity to the following payees during the two-year period that begins on the day on which section 2 comes into force:
(a) an Aboriginal government in Canada;
(b) a body established by two or more Aboriginal governments in Canada; and
(c) any trust, board, commission, corporation or body or authority that is established to exercise or perform, or that exercises or performs, a power, duty or function of government for a government referred to in paragraph (a) or a body referred to in paragraph (b).
Past and current financial years
30. No entity is required to comply with section 9, 12 or 13 with respect to the financial year in progress on the day on which section 9 comes into force and for any previous financial year.
Coming into Force
Order in council
377. The provisions of the Extractive Sector Transparency Measures Act, as enacted by section 376, come into force on a day or days to be fixed by order of the Governor in Council.
Division 29
2010, c. 12
Jobs and Economic Growth Act
Amendments to the Act
378. (1) Section 2147 of the Jobs and Economic Growth Act and the heading before it are replaced by the following:
Canadian Nuclear Laboratories Ltd.
Agent of Her Majesty
2147. Canadian Nuclear Laboratories Ltd., a corporation incorporated under the Canada Business Corporations Act on May 30, 2014, is an agent of Her Majesty in right of Canada.
(2) Section 2147 of the Act is replaced by the following:
Not an agent
2147. Canadian Nuclear Laboratories Ltd., a corporation incorporated under the Canada Business Corporations Act on May 30, 2014, is not an agent of Her Majesty in right of Canada.
379. Section 2148 of the Act and the heading before it are replaced by the following:
Deeming on sale or disposition
2148. (1) A sale or other disposition by AECL of the securities of Canadian Nuclear Laboratories Ltd. under paragraph 2141(1)(j) is deemed to be a transfer or divestiture of the administration of a service to which subsection 40.1(1) of the Public Service Superannuation Act applies. On the day on which the sale or disposition occurs,
(a) every employee of Canadian Nuclear Laboratories Ltd. is deemed to be a contributor to whom that subsection 40.1(1) applies; and
(b) Canadian Nuclear Laboratories Ltd. is deemed to be the person, referred to in that subsection 40.1(1), to whom the service is transferred or divested who becomes the employer of the employees.
Transitional period
(2) Canadian Nuclear Laboratories Ltd. forms part of the public service for the purposes of the Public Service Superannuation Act, as if the Treasury Board had so directed under paragraph 40.1(2)(a) of that Act, for a period of three years beginning on the day on which the sale or other disposition referred to in subsection (1) takes place.
Monthly payments
(3) As a condition of remaining part of the public service, Canadian Nuclear Laboratories Ltd. must make monthly payments into the Superannuation Account or the Public Service Pension Fund of the amounts determined in accordance with section 9 of the Public Service Superannuation Regulations.
Not required to contribute
(4) An individual who becomes, or again becomes, an employee of Canadian Nuclear Laboratories Ltd. after the day on which the sale or other disposition referred to in subsection (1) takes place is not required to contribute under section 5 of the Public Service Superannuation Act during the period referred to in subsection (2).
For greater certainty
(5) For greater certainty, regulations may be made under paragraph 42.1(1)(u) of the Public Service Superannuation Act with respect to the employees who are deemed to be contributors under paragraph (1)(a).
380. The Act is amended by adding the following after section 2148:
R.S., c. P-36
Public Service Superannuation Act
SOR/2014-188, s. 1
2148.1 Part I of Schedule I to the Public Service Superannuation Act is amended by striking out the following:
Canadian Nuclear Laboratories Ltd.
Laboratoires Nucléaires Canadiens Ltée
Coming into Force
May 30, 2014
381. (1) Subsection 378(1) is deemed to have come into force on May 30, 2014.
Coming into force
(2) Subsection 378(2) and section 380 come into force on the day on which Atomic Energy of Canada Limited sells or otherwise disposes, under paragraph 2141(1)(j) of the Jobs and Economic Growth Act, of the securities of Canadian Nuclear Laboratories Ltd., a corporation incorporated under the Canada Business Corporations Act on May 30, 2014. The Minister must publish notice of that day in the Canada Gazette as soon as feasible after that day.
Division 30
Public Service Labour Relations
2013, c. 40
Economic Action Plan 2013 Act, No. 2
382. Subsection 333(1) of the Economic Action Plan 2013 Act, No. 2 is repealed.
383. (1) Section 351 of the Act is amended by replacing the paragraph 77(1)(a) that it enacts with the following:
(a) an abuse of authority by the Commission or the deputy head in the exercise of its or his or her authority under subsection 30(2);
(2) Section 351 of the Act is amended by replacing the subsection 78(1) that it enacts with the following:
Grounds of complaint — person not meeting qualifications
78. (1) When, in the case of an advertised internal appointment process, the Commission has made or proposed an appointment, a person who is an unsuccessful candidate in the area of selection determined under section 34 and who has been determined by the Commission not to meet the essential qualifications for the work to be performed as established by the deputy head under paragraph 30(2)(a) or the qualifications considered by the deputy head under subparagraph 30(2)(b)(i) to be an asset for that work may, in the manner and within the period provided by the regulations, make a complaint to the Tribunal that
(a) the deputy head has abused his or her authority under paragraph 30(2)(a) in establishing the essential qualifications for the work to be performed;
(b) the deputy head has abused his or her authority under subparagraph 30(2)(b)(i) in determining the qualifications that are considered to be an asset for that work;
(c) the Commission has abused its authority under subsection 30(2) in making that determination in relation to the essential qualifications for the work to be performed or the qualifications considered to be an asset for that work; or
(d) the Commission has failed to assess the complainant in the official language of the complainant’s choice as required by subsection 37(1).
384. Section 354 of the Act is replaced by the following:
354. Paragraphs 83(a) and (b) of the Act are replaced by the following:
(a) the person who made the complaint under section 77 or 78,
(b) the person who was the subject of the appointment or proposed appointment referred to in subsection 77(1) or 78(1), or
385. Subsection 469(6) of the Act is replaced by the following:
(6) If section 376 of this Act comes into force before section 404 of the other Act, then that section 404 is replaced by the following:
404. Paragraph 226(2)(a) of the Act is replaced by the following:
(a) interpret and apply the Canadian Human Rights Act and any other Act of Parliament relating to employment matters, other than the provisions of the Canadian Human Rights Act that are related to the right to equal pay for work of equal value and the Public Sector Equitable Compensation Act, whether or not there is a conflict between the Act being interpreted and applied and the collective agreement, if any;

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