GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Financial Administration Act — F-11 105
Appointment of directors 105 (1) Each director, other than an officer-director, of a parent Crown corporation shall be appointed by the appropriate Minister, with the approval of the Governor in Council, to hold office during pleasure for a term not exceeding four years that will ensure, as far as possible, the expiration in any one year of the terms of office of not more than one half of the directors of the corporation. Officer or employee not to be director (2) No officer or employee of a Crown corporation or any of its affiliates, other than the chief executive officer of a parent Crown corporation, shall be a director of the parent Crown corporation. Transitional provision (2.1) Any officer or employee of a Crown corporation or any of its affiliates, other than the chief executive officer of a parent Crown corporation, who was a director of the parent Crown corporation immediately before the day on which this subsection comes into force may continue as a director of that corporation for six months after that day or, if it is shorter, the remainder of his or her term. Re-appointment (3) A director of a parent Crown corporation is eligible for re-appointment on the expiration of his term of office. Continuation in office (4) Despite subsection (1), if a director of a parent Crown corporation is not appointed to take office on the expiration of the term of an incumbent director, other than an officer-director, the incumbent director continues in office until his or her successor is appointed. Appointment of officer-directors (5) Each officer-director of a parent Crown corporation shall be appointed by the Governor in Council to hold office during pleasure for such term as the Governor in Council considers appropriate. Consultation (6) Before an officer-director of a parent Crown corporation is appointed, the appropriate Minister shall consult the board of directors of the corporation with respect to the appointment. Appointment of subordinate officers (7) Subject to any other Act of Parliament that was in force on September 1, 1984, the board of directors of a parent Crown corporation is responsible for the appointment of officers of the corporation, other than officer-directors. Qualifications preserved (8) Nothing in this section is to be construed as empowering the appointment or re-appointment as a director or officer-director of a parent Crown corporation, or the continuation in office as a director of a parent Crown corporation, of any person who does not meet any qualifications for the appointment, re-appointment or continuation established by any other Act of Parliament. Exception (9) This section does not apply to an ex officio director or officer-director of a parent Crown corporation. (10) [Repealed, 1991, c. 24, s. 30] R.S., 1985, c. F-11, s. 105; R.S., 1985, c. 1 (4th Supp.), s. 44(E); 1991, c. 24, s. 30; 2004, c. 16, s. 8; 2006, c. 9, s. 267; 2009, c. 2, s. 371
Financial Administration Act — F-11 106
Validity of acts 106 An act of a director, chairperson, chief executive officer or other officer of a parent Crown corporation is not invalid by reason only of an irregularity in his appointment or a defect in his qualifications. R.S., 1985, c. F-11, s. 106; 2005, c. 30, s. 133(E)
Financial Administration Act — F-11 107
Resignation 107 (1) A resignation of a director, chairperson or chief executive officer of a parent Crown corporation becomes effective at the time the corporation receives a written resignation from him or at the time specified in the resignation, whichever is later. Copy of resignation (2) A parent Crown corporation shall send a copy of the resignation to the Clerk of the Privy Council within fifteen days after the parent Crown corporation receives it. R.S., 1985, c. F-11, s. 107; 1991, c. 24, s. 31; 2005, c. 30, s. 133(E)
Financial Administration Act — F-11 108
Remuneration 108 (1) The rate of any remuneration paid to a director, chairperson or chief executive officer of a parent Crown corporation for his services in respect of that office and, in the case of a chairperson or chief executive officer, any other office of the corporation or an affiliate thereof shall be fixed by the Governor in Council. Other benefits (2) Any benefits, other than remuneration, provided to a director, chairperson or chief executive officer of a parent Crown corporation for his services in respect of that office and, in the case of a chairperson or chief executive officer, any other office of the corporation or an affiliate thereof shall be fixed by the board of directors of the corporation in accordance with the regulations. Wholly-owned subsidiary (2.1) The rate of any remuneration paid to a director, chairperson or chief executive officer of a wholly-owned subsidiary who is not also an officer-director of the parent Crown corporation for the director’s, chairperson’s or officer’s services in respect of that subsidiary shall be fixed by the board of directors of the parent Crown corporation. Regulations (3) For the purposes of this section, the Governor in Council may make regulations (a) defining the term remuneration ; and (b) respecting the provision and fixing of benefits, other than remuneration, to or for any director, chairperson or chief executive officer. R.S., 1985, c. F-11, s. 108; 1991, c. 24, s. 32; 2005, c. 30, s. 133(E)
Financial Administration Act — F-11 109
Management 109 Subject to this Part, the board of directors of a Crown corporation is responsible for the management of the businesses, activities and other affairs of the corporation. 1984, c. 31, s. 11
Financial Administration Act — F-11 110
Resolution in lieu of meeting 110 (1) A resolution in writing, signed by all the directors of a Crown corporation entitled to vote on that resolution at a meeting of the board of directors or a committee of directors of the corporation is as valid as if it had been passed at a meeting of the board of directors or a committee of directors, as the case may be. Filing resolution (2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the board of directors or committee of directors, as the case may be. 1984, c. 31, s. 11
Financial Administration Act — F-11 111
Dissent 111 (1) A director of a Crown corporation who is present at a meeting of the board of directors or a committee of directors of the corporation is deemed to have consented to any resolution passed or action taken at that meeting unless the director (a) requests that written notice of his dissent be or written notice of his dissent is entered in the minutes of the meeting; (b) gives written notice of his dissent to the secretary of the meeting before the meeting is adjourned; or (c) sends written notice of his dissent by registered mail or delivers it to the head office of the corporation immediately after the meeting is adjourned. Loss of right of dissent (2) A director of a Crown corporation who votes for or consents to a resolution is not entitled to dissent in respect of that resolution pursuant to subsection (1). 1984, c. 31, s. 11
Financial Administration Act — F-11 112
Dissent of absent director 112 A director of a Crown corporation who was not present at a meeting of the board of directors or a committee of directors of the corporation at which a resolution was passed or action taken is deemed to have consented thereto unless within seven days after becoming aware of the resolution or action the director (a) causes written notice of his dissent to be placed with the minutes of the meeting; or (b) sends written notice of his dissent by registered mail or delivers it to the head office of the corporation. 1984, c. 31, s. 11
Financial Administration Act — F-11 113
Participation by telephone, etc. 113 A director of a Crown corporation may, subject to the by-laws of the corporation, participate in a meeting of the board of directors or a committee of directors of the corporation by means of such telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a director participating in such a meeting by such means is deemed for the purposes of this Part to be present at the meeting. 1984, c. 31, s. 11
Financial Administration Act — F-11 113.1
Public meeting 113.1 (1) The board of directors of a parent Crown corporation shall hold a public meeting within 18 months after the day on which the board holds its first meeting or, if it is later, the day on which this section comes into force and, subsequently, within 15 months after the day on which the last preceding public meeting was held. By-laws (2) The meeting shall be held in Canada in the manner provided for in the by-laws or, if no manner is provided for, in the manner determined by the board of directors. Notice of meeting (3) The corporation shall publish a notice of the meeting at least 30 days before the day on which the meeting is to be held. The notice shall indicate the location, if any, and the date and time of the meeting, the means of participating in the meeting and how copies of the corporation’s most recent annual report may be obtained. Director and chief executive officer to attend (4) One or more directors of the corporation and its chief executive officer, whether or not he or she is a director of the corporation, shall participate in the meeting to answer questions from the public. 2009, c. 2, s. 372
Financial Administration Act — F-11 114
By-laws 114 (1) The board of directors of a parent Crown corporation may, by resolution, make, amend or repeal any by-laws that regulate the business or affairs of the corporation, unless the charter or by-laws of the corporation otherwise provide. Copy of by-law to appropriate Minister and President of the Treasury Board (2) The board of directors of a parent Crown corporation shall, after making, amending or repealing a by-law, send a copy of that by-law to the appropriate Minister and the President of the Treasury Board. Amendment or repeal (3) The Governor in Council may direct the board of directors of a parent Crown corporation to make, amend or repeal a by-law within such period as is specified in the direction. Regulations (4) The Governor in Council may make regulations (a) prescribing the form or the content of by-laws of parent Crown corporations and the time at, before or within which copies of by-laws are to be sent to the appropriate Minister and the President of the Treasury Board; and (b) exempting a specified parent Crown corporation or a parent Crown corporation of a specified class from the application of subsection (2), either generally or in respect of any specified by-law or any by-law of a specified class. Restriction (5) No direction shall be given pursuant to subsection (3) to the Standards Council of Canada with respect to (a) the manner in which voluntary standardization is promoted; or (b) the provision of financial assistance to or for the benefit of a particular person or group of persons. Provision not applicable (6) Section 103 of the Canada Business Corporations Act does not apply in respect of any parent Crown corporation established under that Act. R.S., 1985, c. F-11, s. 114; 1991, c. 24, s. 33; 1994, c. 24, s. 34(F)
Financial Administration Act — F-11 115
Duty of care of directors and officers 115 (1) Every director and every officer of a Crown corporation in exercising his powers and performing his duties shall (a) act honestly and in good faith with a view to the best interests of the corporation; and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Duty to comply (2) Every director and every officer of a parent Crown corporation or of a wholly-owned subsidiary of a parent Crown corporation shall comply with this Part, the regulations, the charter and by-laws of the corporation or subsidiary and any directive given to the corporation. Reliance on statements (3) A director or officer is not liable for a breach of his duty under subsection (1) or (2) if he relies in good faith on (a) financial statements of the Crown corporation represented to him by an officer of the corporation or in a written report of the auditor of the corporation as fairly reflecting the financial condition of the corporation; or (b) a report of a lawyer, accountant, engineer, appraiser or other person whose position or profession lends credibility to a statement made by him. 1984, c. 31, s. 11
Financial Administration Act — F-11 117
Avoidance standards 117 A material contract between a Crown corporation and one or more of its directors or officers, or between a Crown corporation and another person of which a director or an officer of the Crown corporation is a director or an officer or in which he has a material interest, is neither void nor voidable by reason only of that relationship or by reason only that a director with an interest in the contract is present at or is counted to determine the presence of a quorum at a meeting of the board of directors that authorized the contract, if the director or officer disclosed his interest in accordance with subsection 116(2), (3), (4) or (6), as the case may be, and the contract was approved by the board of directors and it was reasonable and fair to the Crown corporation at the time it was approved. 1984, c. 31, s. 11
Financial Administration Act — F-11 118
Application to court 118 (1) Where a director or an officer of a Crown corporation fails to disclose his interest in a material contract in accordance with section 116, a court may, on application of the corporation or on behalf of the Crown, set aside the contract on such terms as it thinks fit. Definition of court (2) In this section, court means (a) in the Province of Newfoundland and Labrador, the Trial Division of the Supreme Court of the Province; (a.1) in the Province of Ontario, the Superior Court of Justice; (b) in the Province of Quebec, the Superior Court of the Province; (c) in the Province of New Brunswick, Manitoba, Saskatchewan or Alberta, the Court of Queen’s Bench for the Province; (d) in the Provinces of Nova Scotia, British Columbia and Prince Edward Island, the Supreme Court of the Province; and (e) in Yukon or the Northwest Territories, the Supreme Court, and in Nunavut, the Nunavut Court of Justice. R.S., 1985, c. F-11, s. 118; R.S., 1985, c. 27 (2nd Supp.), s. 10; 1990, c. 17, s. 19; 1992, c. 51, s. 49; 1998, c. 30, ss. 13(F), 15(E); 1999, c. 3, s. 63; 2002, c. 7, s. 172(E); 2015, c. 3, s. 95
Financial Administration Act — F-11 119
Obligation to indemnify 119 (1) The Treasury Board shall, in accordance with the regulations, if any, indemnify a present or former director or officer of a Crown corporation or a person who acts or acted at the request of a Minister or a Crown corporation as a director or officer of another corporation, and his or her heirs and legal representatives, against the costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, that are reasonably incurred by him or her in respect of any civil, criminal, administrative or investigative action or proceeding to which he or she is a party by reason of being or having been such a director or officer, if he or she (a) acted honestly and in good faith with a view to the best interests of the Crown corporation or other corporation; and (b) in the case of any criminal or administrative action or proceeding that is enforced by a monetary penalty, believed on reasonable grounds that the director’s or officer’s conduct was lawful. Advance of costs (1.1) The Treasury Board shall, in accordance with the regulations, if any, advance moneys to any individual referred to in subsection (1) for the costs, charges and expenses of an action or proceeding referred to in that subsection unless there are reasonable grounds to believe that the individual does not fulfil the conditions set out in paragraph (1)(a) or (b). The individual shall repay the moneys if he or she does not fulfil those conditions. Entitlement to indemnification (2) Despite anything in this section, a director or officer referred to in subsection (1) is, and his or her heirs and legal representatives are, entitled to indemnity, in accordance with the regulations, if any, from the Treasury Board in respect of the costs, charges and expenses reasonably incurred by him or her in connection with the defence of any civil, criminal, administrative or investigative action or proceeding to which he or she was made a party by reason of being or having been such a director or officer, if he or she (a) was substantially successful on the merits of the defence of the action or proceeding; and (b) fulfils the conditions set out in paragraphs (1)(a) and (b). Regulations (3) The Treasury Board may make regulations (a) respecting indemnification and advances under this section, including terms and conditions governing them; (b) defining, for the purposes of this section, the meaning of any word or expression used in it that is not defined in this Act; (c) prescribing circumstances in which a director or officer is presumed not to have fulfilled the condition set out in paragraph (1)(a); and (d) respecting the determination of the amounts to be paid as indemnification or advances under this section. Payable out of C.R.F. (4) Any amount payable in respect of indemnification under this section may be paid out of the Consolidated Revenue Fund. R.S., 1985, c. F-11, s. 119; 1991, c. 24, s. 34; 1999, c. 31, s. 115(F); 2009, c. 2, s. 373
Financial Administration Act — F-11 120
Definitions 120 In this Division, annual report means a report made pursuant to section 150; ( rapport annuel ) examiner means a person designated by or appointed pursuant to section 142 to carry out a special examination; ( examinateur ) objectives , in relation to a parent Crown corporation, means the objectives of the corporation as set out in a corporate plan or an amendment to a corporate plan that has been approved pursuant to section 122; ( objectifs ) special examination means an examination referred to in subsection 138(1). ( examen spécial ) 1984, c. 31, s. 11
Financial Administration Act — F-11
annual report means a report made pursuant to section 150; ( rapport annuel )
Financial Administration Act — F-11
examiner means a person designated by or appointed pursuant to section 142 to carry out a special examination; ( examinateur )
Financial Administration Act — F-11
objectives , in relation to a parent Crown corporation, means the objectives of the corporation as set out in a corporate plan or an amendment to a corporate plan that has been approved pursuant to section 122; ( objectifs )
Financial Administration Act — F-11
special examination means an examination referred to in subsection 138(1). ( examen spécial )
Financial Administration Act — F-11 121
Financial year 121 (1) The financial year of a parent Crown corporation is the calendar year, unless the Governor in Council otherwise directs. Idem (2) Notwithstanding subsection (1), the financial year of a parent Crown corporation that was in effect on September 1, 1984 continues in effect, unless the Governor in Council has directed or directs otherwise. 1984, c. 31, s. 11
Financial Administration Act — F-11 122
Corporate plans 122 (1) Each parent Crown corporation shall annually submit a corporate plan to the appropriate Minister for the approval of the Governor in Council on the recommendation of the appropriate Minister and, if required by the regulations, on the recommendation of the Minister of Finance. Scope of corporate plan (2) The corporate plan of a parent Crown corporation shall encompass all the businesses and activities, including investments, of the corporation and its wholly-owned subsidiaries, if any. Contents of corporate plan (3) The corporate plan of a parent Crown corporation shall include a statement of (a) the objects or purposes for which the corporation is incorporated, or the restrictions on the businesses or activities that it may carry on, as set out in its charter; (b) the corporation’s objectives for the period to which the plan relates and for each year in that period and the strategy the corporation intends to employ to achieve those objectives; and (c) the corporation’s expected performance for the year in which the plan is required by the regulations to be submitted as compared to its objectives for that year as set out in the last corporate plan or any amendment thereto approved pursuant to this section. Form of corporate plan (4) The corporate plan of a parent Crown corporation shall be prepared in a form that clearly sets out information according to the major businesses or activities of the corporation and its wholly-owned subsidiaries, if any. Restriction on business or activity (5) No parent Crown corporation or wholly-owned subsidiary of a parent Crown corporation shall carry on any business or activity in any period in a manner that is not consistent with the last corporate plan of the parent Crown corporation or any amendment thereto approved pursuant to this section in respect of that period. Amendment to corporate plan (6) Where a parent Crown corporation, or a wholly-owned subsidiary of a parent Crown corporation, proposes to carry on any business or activity in any period in a manner that is not consistent with the last corporate plan of the corporation or any amendment thereto approved pursuant to this section in respect of that period, the corporation shall, before that business or activity is so carried on, submit an amendment to the corporate plan to the appropriate Minister for approval as described in subsection (1). Terms and conditions (6.1) The Governor in Council may specify such terms and conditions as the Governor in Council deems appropriate for the approval of a corporate plan or an amendment to a corporate plan. Regulations (7) The Governor in Council may make regulations prescribing, for the purposes of this section, the circumstances in which the recommendation of the Minister of Finance is required for the approval of a corporate plan or an amendment thereto. R.S., 1985, c. F-11, s. 122; 1991, c. 24, s. 35
Financial Administration Act — F-11 123
Operating budgets 123 (1) Each parent Crown corporation named in Part I of Schedule III shall annually submit an operating budget for the next following financial year of the corporation to the appropriate Minister for the approval of the Treasury Board on the recommendation of the appropriate Minister. Scope of operating budget (2) The operating budget of a parent Crown corporation shall encompass all the businesses and activities, including investments, of the corporation and its wholly-owned subsidiaries, if any. Form of operating budget (3) The operating budget of a parent Crown corporation shall be prepared in a form that clearly sets out information according to the major businesses or activities of the corporation and its wholly-owned subsidiaries, if any. Amendment to operating budget (4) Where a parent Crown corporation anticipates that the total amount of expenditures or commitments to make expenditures in respect of any major business or activity in a financial year will vary significantly from the total amount projected for that major business or activity in an operating budget of the corporation or any amendment thereto that is approved pursuant to this section for that year, the corporation shall submit an amendment to the budget to the appropriate Minister for the approval of the Treasury Board on the recommendation of the appropriate Minister. Terms and conditions (5) The Treasury Board may specify such terms and conditions as it deems appropriate for the approval of an operating budget or an amendment to an operating budget. R.S., 1985, c. F-11, s. 123; 1991, c. 24, s. 36