GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Bank Act — B-1.01 845
Definitions 845 The following definitions apply in this section and sections 846 to 864. 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. ( cabinet de comptables ) member , in relation to a firm of accountants, means (a) an accountant who is a partner in a partnership, the members of which are accountants engaged in the practice of accounting; or (b) an accountant who is an employee of a firm of accountants. ( membre ) 2001, c. 9, s. 183
Bank Act — B-1.01
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. ( cabinet de comptables )
Bank Act — B-1.01 (a)
member , in relation to a firm of accountants, means (a) an accountant who is a partner in a partnership, the members of which are accountants engaged in the practice of accounting; or (b) an accountant who is an employee of a firm of accountants. ( membre )
Bank Act — B-1.01 846
Appointment of auditor 846 (1) The shareholders of a bank holding company shall, by ordinary resolution at the first meeting of shareholders and at each succeeding annual meeting, appoint a firm of accountants to be the auditor of the bank holding company until the close of the next annual meeting. Remuneration of auditor (2) The remuneration of the auditor may be fixed by ordinary resolution of the shareholders but, if not so fixed, shall be fixed by the directors. 2001, c. 9, s. 183
Bank Act — B-1.01 848
Duty to resign 848 (1) An auditor that ceases to be qualified under section 847 shall resign forthwith after any member of the firm becomes aware that the firm has ceased to be so qualified. Disqualification order (2) Any interested person may apply to a court for an order declaring that an auditor of a bank holding company has ceased to be qualified under section 847 and declaring the office of auditor to be vacant. 2001, c. 9, s. 183
Bank Act — B-1.01 849
Revocation of appointment 849 (1) The shareholders of a bank holding company may, by ordinary resolution at a special meeting, revoke the appointment of an auditor. Revocation of appointment (2) The Superintendent may at any time revoke the appointment of an auditor made under subsection (3) or 846(1) or section 851 by notice in writing signed by the Superintendent and sent by registered mail to the auditor and to the bank holding company addressed to the usual place of business of the auditor and the bank holding company. Filling vacancy (3) A vacancy created by the revocation of the appointment of an auditor under subsection (1) may be filled at the meeting at which the appointment was revoked and, if not so filled, shall be filled by the directors under section 851. 2001, c. 9, s. 183
Bank Act — B-1.01 850
Ceasing to hold office 850 (1) An auditor of a bank holding company ceases to hold office when (a) the auditor resigns; or (b) the appointment of the auditor is revoked by the shareholders or the Superintendent. Effective date of resignation (2) The resignation of an auditor becomes effective at the time a written resignation is sent to the bank holding company or at the time specified in the resignation, whichever is later. 2001, c. 9, s. 183
Bank Act — B-1.01 851
Filling vacancy 851 (1) Subject to subsection 849(3), where a vacancy occurs in the office of auditor of a bank holding company, the directors shall forthwith fill the vacancy, and the auditor so appointed holds office for the unexpired term of office of the predecessor of that auditor. Where Superintendent may fill vacancy (2) Where the directors fail to fill a vacancy in accordance with subsection (1), the Superintendent may fill the vacancy and the auditor so appointed holds office for the unexpired term of office of the predecessor of that auditor. Designation of member of firm (3) Where the Superintendent has, pursuant to subsection (2), appointed a firm of accountants to fill a vacancy, the Superintendent shall designate the member of the firm who is to conduct the audit of the bank holding company on behalf of the firm. 2001, c. 9, s. 183
Bank Act — B-1.01 852
Right to attend meetings 852 (1) The auditor of a bank holding company is entitled to receive notice of every meeting of shareholders and, at the expense of the bank holding company, to attend and be heard thereat on matters relating to the duties of the auditor. Duty to attend meeting (2) If a director or shareholder of a bank holding company, whether or not the shareholder is entitled to vote at the meeting, gives written notice, not less than ten days before a meeting of shareholders, to an auditor or former auditor of the bank holding company that the director or shareholder wishes the auditor’s attendance at the meeting, the auditor or former auditor shall attend the meeting at the expense of the bank holding company and answer questions relating to the auditor’s or former auditor’s duties as auditor. Notice to bank holding company (3) A director or shareholder who gives notice under subsection (2) shall send concurrently a copy of the notice to the bank holding company and the bank holding company shall forthwith send a copy thereof to the Superintendent. Superintendent may attend (4) The Superintendent may attend and be heard at any meeting referred to in subsection (2). 2001, c. 9, s. 183
Bank Act — B-1.01 853
Statement of auditor 853 (1) An auditor of a bank holding company that (a) resigns, (b) receives a notice or otherwise learns of a meeting of shareholders called for the purpose of revoking the appointment of the auditor, or (c) receives a notice or otherwise learns of a meeting of directors or shareholders at which another firm of accountants is to be appointed in its stead, whether because of the auditor’s resignation or revocation of appointment or because the auditor’s term of office has expired or is about to expire, shall submit to the bank holding company and the Superintendent a written statement giving the reasons for the resignation or the reasons why the auditor opposes any proposed action. Other statements (1.1) In the case of a proposed replacement of an auditor whether because of removal or the expiry of their term, the bank holding company shall make a statement of the reasons for the proposed replacement and the proposed replacement auditor may make a statement in which they comment on those reasons. Statements to be sent (2) The bank holding company shall send a copy of the statements referred to in subsections (1) and (1.1) without delay to every shareholder entitled to vote at the annual meeting of shareholders and to the Superintendent. 2001, c. 9, s. 183; 2005, c. 54, s. 130
Bank Act — B-1.01 854
Duty of replacement auditor 854 (1) Where an auditor of a bank holding company has resigned or the appointment of an auditor has been revoked, no firm of accountants shall accept an appointment as auditor of the bank holding company or consent to be an auditor of the bank holding company until the firm of accountants has requested and received from the other auditor a written statement of the circumstances and reasons why the other auditor resigned or why, in the other auditor’s opinion, the other auditor’s appointment was revoked. Exception (2) Notwithstanding subsection (1), a firm of accountants may accept an appointment or consent to be appointed as auditor of a bank holding company if, within fifteen days after a request under that subsection is made, no reply from the other auditor is received. Effect of non-compliance (3) Unless subsection (2) applies, an appointment as auditor of a bank holding company is void if subsection (1) has not been complied with. 2001, c. 9, s. 183
Bank Act — B-1.01 855
Auditors’ examination 855 (1) The auditor of a bank holding company shall make such examination as the auditor considers necessary to enable the auditor to report on the annual statement and on other financial statements required by this Part to be placed before the shareholders, except such annual statements or parts thereof as relate to the period referred to in subparagraph 840(1)(a)(ii). Auditing standards (2) The examination of the auditor referred to in subsection (1) shall, except as otherwise specified by the Superintendent, be conducted in accordance with generally accepted auditing standards, the primary source of which is the Handbook of the Chartered Professional Accountants of Canada. 2001, c. 9, s. 183; 2017, c. 26, s. 62
Bank Act — B-1.01 856
Right to information 856 (1) On the request of the auditor of a bank holding company, the present or former directors, officers, employees or agents of the bank holding company shall, to the extent that such persons are reasonably able to do so, (a) permit access to such records, assets and security held by the bank holding company or any entity in which the bank holding company has a substantial investment, and (b) provide such information and explanations as are, in the opinion of the auditor, necessary to enable the auditor to perform the duties of the auditor of the bank holding company. Directors to provide information (2) On the request of the auditor of a bank holding company, the directors of the bank holding company shall, to the extent that they are reasonably able to do so, (a) obtain from the present or former directors, officers, employees and agents of any entity in which the bank holding company has a substantial investment the information and explanations that such persons are reasonably able to provide and that are, in the opinion of the auditor, necessary to enable them to perform the duties of the auditor of the bank holding company; and (b) provide the auditor with the information and explanations so obtained. No civil liability (3) 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. 2001, c. 9, s. 183
Bank Act — B-1.01 857
Auditor’s report and extended examination 857 (1) The Superintendent may, in writing, require that the auditor of a bank holding company report to the Superintendent on the extent of the procedures of the auditor in the examination of the annual statement and may, in writing, require that the auditor enlarge or extend the scope of that examination or direct that any other particular procedure be performed in any particular case, and the auditor shall comply with any such requirement of the Superintendent and report to the Superintendent thereon. Special examination (2) The Superintendent may, in writing, require that the auditor of a bank holding company make a particular examination to determine whether any procedures adopted by the bank holding company may be prejudicial to the interests of depositors, policyholders or creditors of any federal financial institution that is affiliated with the bank holding company, or any other examination as, in the Superintendent’s opinion, the public interest may require, and report to the Superintendent thereon. Special examination (3) The Superintendent may direct that a special audit of a bank holding company be made if, in the opinion of the Superintendent, it is so required and may appoint for that purpose a firm of accountants qualified pursuant to subsection 847(1) to be an auditor of the bank holding company. Expenses payable by bank holding company (4) The expenses entailed by any examination or audit referred to in any of subsections (1) to (3) are payable by the bank holding company on being approved in writing by the Superintendent. 2001, c. 9, s. 183
Bank Act — B-1.01 858
Auditor’s report 858 (1) The auditor shall, not less than twenty-one days before the date of the annual meeting of the shareholders of the bank holding company, make a report in writing to the shareholders on the annual statement referred to in subsection 840(1). Audit for shareholders (2) In each report required under subsection (1), the auditor shall state whether, in the opinion of the auditor, the annual statement presents fairly, in accordance with the accounting principles referred to in subsection 840(4), the financial position of the bank holding company as at the end of the financial year to which it relates and the results of the operations and changes in the financial position of the bank holding company for that financial year. Auditor’s remarks (3) In each report referred to in subsection (2), the auditor shall include such remarks as the auditor considers necessary when (a) the examination has not been made in accordance with the auditing standards referred to in subsection 855(2); (b) the annual statement has not been prepared on a basis consistent with that of the preceding financial year; or (c) the annual statement does not present fairly, in accordance with the accounting principles referred to in subsection 840(4), the financial position of the bank holding company as at the end of the financial year to which it relates or the results of the operations or changes in the financial position of the bank holding company for that financial year. 2001, c. 9, s. 183
Bank Act — B-1.01 859
Report on directors’ statement 859 (1) The auditor of a bank holding company shall, if required by the shareholders, audit and report to the shareholders on any financial statement submitted by the directors to the shareholders, and the report shall state whether, in the opinion of the auditor, the financial statement presents fairly the information required by the shareholders. Making of report (2) A report of the auditor made under subsection (1) shall be attached to the financial statement to which it relates and a copy of the statement and report shall be sent by the directors to every shareholder and to the Superintendent. 2001, c. 9, s. 183
Bank Act — B-1.01 860
Auditor of subsidiaries 860 (1) A bank holding company shall take all necessary steps to ensure that (a) its auditor is the auditor of each of its subsidiaries; and (b) in the case of a subsidiary with more than one auditor, the auditor of the bank holding company is one of the subsidiary’s auditors. Subsidiary outside Canada (2) Subsection (1) applies in the case of a subsidiary that carries on its operations in a country other than Canada unless the laws of that country do not permit the appointment of an auditor of the bank holding company as the auditor of that subsidiary. Exception (3) Subsection (1) does not apply in respect of any particular subsidiary where the bank holding company, after having consulted its auditor, is of the opinion that the total assets of the subsidiary are not a material part of the total assets of the bank holding company. 2001, c. 9, s. 183; 2005, c. 54, s. 131
Bank Act — B-1.01 861
Auditor’s attendance 861 (1) The auditor of a bank holding company is entitled to receive notice of every meeting of the audit committee of the bank holding company and, at the expense of the bank holding company, to attend and be heard at that meeting. Attendance (2) If so requested by a member of the audit committee, the auditor shall attend every meeting of the audit committee held during the member’s term of office. 2001, c. 9, s. 183
Bank Act — B-1.01 862
Calling meeting 862 (1) The auditor of a bank holding company or a member of the audit committee may call a meeting of the audit committee. Right to interview (2) The chief internal auditor of a bank holding company or any officer or employee of the bank holding company acting in a similar capacity shall, at the request of the auditor of the bank holding company and on receipt of reasonable notice, meet with the auditor. 2001, c. 9, s. 183
Bank Act — B-1.01 863
Notice of errors 863 (1) A director or an officer of a bank holding company shall forthwith notify the audit committee and the auditor of the bank holding company of any error or misstatement of which the director or officer becomes aware in an annual statement or other financial statement on which the auditor or any former auditor has reported. Error noted by auditor (2) If the auditor or former auditor of a bank holding company is notified or becomes aware of an error or misstatement in an annual statement or other financial statement on which the auditor reported and in the opinion of the auditor the error or misstatement is material, the auditor or former auditor shall inform each director of the bank holding company accordingly. Duty of directors (3) When under subsection (2) the auditor or former auditor of a bank holding company informs the directors of an error or misstatement in an annual statement or other financial statement, the directors shall (a) prepare and issue a revised annual statement or financial statement; or (b) otherwise inform the shareholders and the Superintendent of the error or misstatement. 2001, c. 9, s. 183
Bank Act — B-1.01 864
Qualified privilege for statements 864 Any oral or written statement or report made under this Part by the auditor or former auditor of a bank holding company has qualified privilege. 2001, c. 9, s. 183
Bank Act — B-1.01 865
Sections 334 to 338 apply 865 Sections 334 to 338 apply in respect of bank holding companies, subject to the following: (a) references to “bank” in those sections are to be read as references to “bank holding company”; and (b) references to “this Act” in those sections are to be read as references to “this Part”. 2001, c. 9, s. 183
Bank Act — B-1.01 866
Definition of court ” 866 For the purposes of subsections 346(1) and 347(1) and (2), sections 348 to 352, subsection 353(1), sections 355 and 357 to 359, subsections 363(3) and (4) and section 368, court means a court having jurisdiction in the place where the bank holding company has its head office. 2001, c. 9, s. 183
Bank Act — B-1.01 867
Non-application of certain provisions 867 (1) Subsection (2) and sections 342 to 365, 368 and 868 do not apply to a bank holding company that is an insolvent person or a bankrupt as those terms are defined in subsection 2(1) of the Bankruptcy and Insolvency Act . Staying proceedings on insolvency (2) Any proceedings taken under this Division to dissolve or to liquidate and dissolve a bank holding company shall be stayed if the bank holding company is at any time found, in a proceeding under the Bankruptcy and Insolvency Act , to be an insolvent person as defined in subsection 2(1) of that Act. Winding-up and Restructuring Act does not apply (3) The Winding-up and Restructuring Act does not apply to a bank holding company. 2001, c. 9, s. 183
Bank Act — B-1.01 868
Returns to Superintendent 868 A liquidator appointed under this Division to wind up the business of a bank holding company shall provide the Superintendent with such information relating to the business and affairs of the bank holding company in such form as the Superintendent requires. 2001, c. 9, s. 183
Bank Act — B-1.01 869
Sections 342 to 346 apply 869 Sections 342 to 346 apply in respect of bank holding companies, subject to the following: (a) references to “bank” in those sections are to be read as references to “bank holding company”; and (b) the reference to “sections 143 and 144” in subsection 343(1) is to be read as a reference to “sections 732 and 733”. 2001, c. 9, s. 183
Bank Act — B-1.01 870
Sections 347 to 360 apply 870 Sections 347 to 360 apply in respect of bank holding companies, subject to the following: (a) references to “bank” in those sections are to be read as references to “bank holding company”; (b) the reference to “subsection 308(1)” in subsection 353(1) is to be read as a reference to “subsection 840(1)”; and (c) paragraph 354(a) is to be read without reference to “or auditors”. 2001, c. 9, s. 183
Bank Act — B-1.01 871
Sections 361 to 365 and 368 apply 871 Sections 361 to 365 and 368 apply in respect of bank holding companies, subject to the following: (a) references to “bank” in those sections are to be read as references to “bank holding company”; (b) references to “this Part” in those sections are to be read as references to “this Division”; (c) the reference to “section 632” in subsection 362(2) is to be read as a reference to “section 951”; (d) the reference to “section 366” in section 364 is to be read as a reference to “section 872”; and (e) the reference to “sections 366 and 367” in section 365 is to be read as a reference to “section 872”. 2001, c. 9, s. 183
Bank Act — B-1.01 872
Unknown claimants 872 (1) On the dissolution of a bank holding company under this Act, the portion of the property distributable to a creditor or shareholder who cannot be found shall be converted into money and paid to the Receiver General. Constructive satisfaction (2) A payment under subsection (1) is deemed to be in satisfaction of a debt or claim of such creditor or shareholder. Recovery (3) If at any time a person establishes that he or she is entitled to any moneys paid to the Receiver General under this Act, the Receiver General shall pay an equivalent amount to him or her out of the Consolidated Revenue Fund. 2001, c. 9, s. 183
Bank Act — B-1.01 873
Sections 370 to 371.1 apply 873 Sections 370 to 371.1 apply in respect of bank holding companies, except that references to “bank” in sections 371 and 371.1 are to be read as references to “bank holding company”. 2001, c. 9, s. 183; 2012, c. 19, s. 336
Bank Act — B-1.01 874
Significant interest 874 Except as permitted by this Division, no person shall have a significant interest in any class of shares of a bank holding company. 2001, c. 9, s. 183
Bank Act — B-1.01 875
Acquisition of significant interest 875 (1) Subject to section 876, no person, or entity controlled by a person, shall, without the approval of the Minister, purchase or otherwise acquire any share of a bank holding company or purchase or otherwise acquire control of any entity that holds any share of a bank holding company if (a) the acquisition would cause the person to have a significant interest in any class of shares of the bank holding company; or (b) if the person has a significant interest in a class of shares of the bank holding company, the acquisition would increase the significant interest of the person in that class of shares. Amalgamation, etc., constitutes acquisition (2) If the entity that would result from an amalgamation, a merger or a reorganization would have a significant interest in a class of shares of a bank holding company, the entity is deemed to be acquiring a significant interest in that class of shares of the bank holding company through an acquisition for which the approval of the Minister is required under subsection (1). 2001, c. 9, s. 183; 2007, c. 6, s. 118