GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Public Sector Pension Investment Board Act — P-31.7 5.2
Duty of Board 5.2 (1) The Board shall, at the request of the Minister, pay into the Consolidated Revenue Fund (a) any amount that is required for the payment of benefits under subsection 44.2(6) of the Public Service Superannuation Act , subsection 55.2(6) of the Canadian Forces Superannuation Act or regulations made under section 59.1 of that Act, or subsection 29.2(6) of the Royal Canadian Mounted Police Superannuation Act ; (b) any amount that is determined under paragraph 44.4(2)(b) of the Public Service Superannuation Act , paragraph 55.4(2)(b) of the Canadian Forces Superannuation Act or paragraph 29.4(2)(b) of the Royal Canadian Mounted Police Superannuation Act ; and (c) any amount that is required for the payment of the costs determined under section 44.5 of the Public Service Superannuation Act , section 55.5 of the Canadian Forces Superannuation Act or section 29.5 of the Royal Canadian Mounted Police Superannuation Act or the costs for the administration of a fund established by regulations made under section 59.1 of the Canadian Forces Superannuation Act . Consultation (2) Before requesting the payment of an amount referred to in paragraph (1)(a) or (c), the Minister shall consult (a) the Minister of National Defence if the amount is in relation to the Canadian Forces Superannuation Act ; and (b) the Minister of Public Safety and Emergency Preparedness if the amount is in relation to the Royal Canadian Mounted Police Superannuation Act . 2024, c. 17, s. 197
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Board of directors 6 (1) The Board shall be managed by a board of 13 directors, including the Chairperson. Disqualified persons (2) The following persons are disqualified from being directors: (a) a person who is less than 18 years of age; (b) a person who is of unsound mind and has been so found by a court in Canada or elsewhere; (c) a person who has the status of a bankrupt; (d) a person who is not a natural person; (d.1) a person who is an employee of the Board; (e) a person who is an agent or employee of Her Majesty in right of Canada; (f) a person who is a member of the Senate or House of Commons of Canada or a member of a provincial legislature; (g) a person who (i) is entitled to or has been granted a pension benefit under the Public Service Superannuation Act , the Canadian Forces Superannuation Act or the Royal Canadian Mounted Police Superannuation Act , (ii) is entitled to or has been granted a superannuation or pension benefit of a prescribed kind that is payable out of the Consolidated Revenue Fund and is chargeable to a Superannuation Account or another account in the accounts of Canada or is payable out of a fund, or (iii) is subject to a superannuation or pension fund or plan under which he or she may become entitled to a benefit referred to in subparagraph (i) or (ii); (g.1) a person who is a member of an advisory committee established under section 41 of the Public Service Superannuation Act , section 49.1 of the Canadian Forces Superannuation Act or section 25.1 of the Royal Canadian Mounted Police Superannuation Act ; (h) a person who is an agent or employee of the government of a foreign country or any political subdivision of a foreign country; and (i) a person who is not a resident of Canada. 1999, c. 34, s. 6; 2009, c. 2, s. 382; 2010, c. 12, s. 1763 2024, c. 15, s. 320
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Principal duties 7 (1) Subject to this Act, the board of directors shall manage or supervise the management of the business and affairs of the Board. Specific duties (2) Without limiting the generality of subsection (1), the board of directors shall (a) on an annual basis, establish written investment policies, standards and procedures for each fund that the Board manages; (b) monitor the officers and employees of the Board to ensure compliance with the investment policies, standards and procedures established under paragraph (a); (c) prepare or have prepared financial statements for each fund on a quarterly and on an annual basis in accordance with this Act; (d) establish procedures for the identification of real or potential conflicts of interest and procedures to resolve those conflicts; (e) establish a code of conduct for officers and employees of the Board; and (f) designate a committee of the board of directors to monitor application of the conflict of interest procedures and the code of conduct.
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Power to delegate 8 (1) Subject to subsection (2) and the by-laws, the board of directors may delegate to the Chairperson, to a committee of the board of directors or to any officer of the Board any of the powers or duties of the board of directors. Limits on power (2) The board of directors may not delegate the power to (a) adopt, amend or repeal by-laws; (b) establish the Board’s investment policies, standards and procedures; (c) fill a vacancy in a committee of directors; (d) appoint officers to the Board or fix their remuneration; or (e) approve the annual financial statements of the Board and any other financial statements issued by the Board.
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Appointment of directors 9 (1) Each director shall be appointed by the Governor in Council, on the recommendation of the Minister, to hold office during good behaviour for a term, not exceeding four years, that will ensure, as far as possible, the expiry in any one year of the terms of office of not more than one half of the directors. Recommendations from list of nominating committee (2) The recommendation of the Minister under subsection (1) shall be made from the list of qualified candidates proposed by the nominating committee established under section 10. Recommendations for certain directors (3) For two of the directors, the Minister’s recommendation under subsection (1) shall be made from among the candidates who are included on the list in accordance with subsection 10(6). 1999, c. 34, s. 9; 2006, c. 9, s. 296 2024, c. 15, s. 321
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Reappointment of directors 11 (1) A director is eligible for reappointment for one or more additional terms of office. Removal (2) The Governor in Council may remove a director for cause. Continuation in office (3) If no person is appointed to take office as a director on the expiry of the term of an incumbent director, the incumbent director continues in office until a successor is appointed. Vacancy (4) If a person ceases to be a director during the term for which the person was appointed, the Minister shall consult the list established by the nominating committee and shall appoint a qualified person to hold office as a director for the remainder of the term.
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Remuneration of directors 12 A director is entitled to receive from the Board the remuneration that may be fixed by the by-laws, which remuneration shall be fixed having regard to the remuneration received by persons having similar responsibilities and engaged in similar activities.
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Resignation 13 (1) The resignation of a director becomes effective at the time the Board receives a written resignation or at the time specified in the resignation, whichever is later. Copy of resignation (2) The Board shall send a copy of a director’s resignation to the Clerk of the Privy Council within 15 days after receiving it.
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Chairperson 14 (1) The Governor in Council shall, on the recommendation of the Minister after the Minister has consulted with the board of directors, the Minister of National Defence and the Minister of Public Safety and Emergency Preparedness, designate one of the directors as Chairperson to hold office during good behaviour. Removal (2) The Governor in Council may remove the Chairperson for cause. Presiding at meetings (3) The Chairperson shall preside at all meetings of the board of directors and may exercise the powers and perform the duties and functions that are specified by the board of directors. Replacement of Chairperson (4) If the Chairperson is absent at any meeting of the board of directors, one of the directors present who is chosen to so act by the directors present shall preside and have all the powers, duties and functions of the Chairperson. Incapacity of Chairperson (5) If the Chairperson is incapable of performing his or her duties or there is a vacancy in the office of Chairperson, the Minister may designate another director to exercise the powers and perform the duties and functions of the Chairperson. Remuneration of Chairperson (6) The Chairperson is entitled to receive from the Board the remuneration that may be fixed by the by-laws, which remuneration shall be fixed having regard to the remuneration received by persons having similar responsibilities and engaged in similar activities. 1999, c. 34, s. 14; 2005, c. 10, s. 34
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Appointment of officers 15 (1) The board of directors may, subject to the by-laws, designate the offices of the Board, appoint officers of the Board and specify their duties. Directors not officers (2) A director is not eligible to be appointed an officer of the Board. Two or more offices (3) A person may hold two or more offices of the Board.
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Obligation 16 (1) Every director and officer of the Board in exercising any of the powers of a director or an officer and in discharging any of the duties of a director or an officer shall (a) act honestly and in good faith with a view to the best interests of the Board; and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Special knowledge or skill (2) A director or officer of the Board who in fact possesses, or by reason of profession or business ought to possess, a particular level of knowledge or skill relevant to the director’s or officer’s powers or duties shall employ that particular level of knowledge or skill in the exercise of those powers or the discharge of those duties. Reliance on statements (3) A director or an officer of the Board is deemed to comply with subsections (1) and (2) if he or she relies in good faith on (a) financial statements of the Board represented by an officer of the Board, or represented in a written report of the Board’s auditor, to be a fair reflection of the financial condition of the Board; or (b) a report of an accountant, lawyer, notary or other professional person whose profession lends credibility to a statement made by the person.
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Duty to comply 17 (1) Every director, officer and employee of the Board shall comply with this Act and the by-laws. No exculpation (2) No provision in any contract, in any resolution of the Board or in the by-laws relieves any director, officer or employee of the Board from the duty to act in accordance with this Act or relieves a director, officer or employee from liability for a breach of the Act.
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Directors’ and officers’ insurance 18 (1) The Board may purchase and maintain insurance for the benefit of a director or officer of the Board, a former director or officer of the Board, or any person who acts or acted at the Board’s request as a director or officer of an entity of which the Board is or was a shareholder or in which the Board has or had a financial interest — and the personal representatives of that person — against any liability incurred by the person in that capacity unless the liability relates to a failure to act honestly and in good faith. If no insurance (2) If the Board does not purchase and maintain insurance under subsection (1), the Board shall indemnify each person referred to in that subsection, out of the funds, against any liability incurred by the person in that capacity, so long as the person acted honestly and in good faith.
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Decisions 19 Apart from the meeting required by section 49, the board of directors, or any committee of the board of directors, need not have any meetings unless required to do so by the by-laws. It shall make decisions by majority vote of a quorum of members, either in person or otherwise, in accordance with the by-laws.
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e transaction was reasonable and fair to the Board at the time it was approved. Application to court (8) If a director or officer of the Board fails to disclose an interest in a transaction in accordance with this section, a court may, on the application of the Board, set aside the transaction on any terms that it thinks fit. Meaning of transaction (9) In this section, transaction includes a contract, a guarantee and an investment.
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No constructive notice 21 No person dealing with the Board or with any person who has acquired rights from the Board is deemed to have notice or knowledge of the contents of a document, other than an Act of Parliament or any instrument required to be published in the Canada Gazette pursuant to the Statutory Instruments Act , concerning the Board by reason only that the document is available at the head office of the Board or has been made public.
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Validity of acts 22 An act of the Chairperson or other director of the Board, or of the chief executive officer or other officer of the Board, is not invalid by reason only of an irregularity in that person’s appointment or a defect in that person’s qualifications.
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Assertions 23 The Board may not assert against a person dealing with the Board — or with a person who has acquired rights from the Board — other than one who has knowledge that the facts asserted are true (a) that this Act or the by-laws have not been complied with; or (b) that a document issued by a director, officer or an agent or mandatary of the Board having apparent authority to issue the document is not valid or genuine by reason only that the person who issued the document lacked actual authority to issue the document.
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By-laws 24 (1) The board of directors may make by-laws that are consistent with this Act to govern the conduct and management of the Board’s business and affairs, including by-laws (a) for the administration, management and control of the Board’s property; (b) governing the calling of meetings of the board of directors and its committees, the time and place of those meetings and the quorum and procedure in all matters relating to those meetings; (c) respecting the functions, duties and remuneration of the directors, officers and employees of the Board; and (d) respecting the establishment of committees of the board of directors and the appointment of members to those committees. Effective date (2) A by-law is effective as soon as it is made or on a later date that may be stated in the by-law to be its effective date.
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Copy to ministers 25 (1) The board of directors shall provide a copy of every by-law and every amendment to or repeal of any by-law to the Minister, the Minister of National Defence and the Minister of Public Safety and Emergency Preparedness within 14 days after its effective date. By-laws available to the public (2) A copy of every by-law shall be kept at the head office of the Board. Anyone is entitled, during the usual business hours of the Board, to examine the by-laws and, on payment of a reasonable fee, to make copies of or take extracts from them. 1999, c. 34, s. 25; 2005, c. 10, s. 34
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Statutory Instruments Act does not apply 26 The Statutory Instruments Act does not apply in respect of by-laws.
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Audit and investment committees 27 (1) The board of directors shall establish an audit committee and an investment committee. Restriction — audit committee (1.1) None of the members of the audit committee may be officers or employees of the Board or any of its affiliates, within the meaning of section 83 of the Financial Administration Act . Other committees (2) The board of directors may establish the other committees that it considers necessary and assign to them the duties that it considers appropriate. 1999, c. 34, s. 27; 2006, c. 9, s. 297
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Duties of audit committee 28 The audit committee shall (a) require the Board’s management to implement and maintain appropriate internal control procedures; (b) review, evaluate and approve those internal control procedures; (c) review and approve the Board’s annual financial statements and report to the board of directors before those statements are approved by the board of directors; (d) meet with the Board’s auditor to discuss the Board’s annual financial statements and the auditor’s report; (e) review all investments and transactions that could adversely affect the return on the Board’s investments that are brought to the committee’s attention by the Board’s auditor or officers; (f) meet with the chief internal auditor of the Board, or with the person acting in a similar capacity, and with the Board’s management, to discuss the effectiveness of the internal control procedures; and (g) perform the other duties that the board of directors assigns to it.
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Audit committee may request consideration of matters 29 The board of directors shall consider, on request of the audit committee, a matter of concern to the committee.
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Auditor’s right to attend meetings 30 (1) The Board’s auditor is entitled to receive notice of and to attend meetings of the board of directors and meetings of the audit committee, at the Board’s expense, and to be heard at those meetings on matters relating to the auditor’s duties. Rights if no meeting (2) If the board of directors or the audit committee proposes to make a decision with respect to matters referred to in subsection (1) without holding a meeting, the auditor is entitled to notice of a proposed decision to be made by the board or the committee and the proposed decision shall not be made until the auditor has been given the opportunity to make submissions on the matter in writing, in accordance with the by-laws. Requiring auditor’s attendance (3) The Board’s auditor shall attend meetings of the audit committee, if requested to do so by a member of the audit committee — and shall attend meetings of the board of directors, if requested to do so by a director — at the Board’s expense.
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Duties of investment committee 31 The investment committee shall (a) perform the duties that are assigned to it by the board of directors; (b) approve the engagement of investment managers empowered with discretionary authority to invest the assets of the Board; (c) meet with the officers and employees of the Board to discuss the effectiveness of the Board’s investment policies and the achievement of the Board’s objects; (d) require management to implement and maintain appropriate procedures to (i) monitor the application of the Board’s investment policies, standards and procedures, and (ii) ensure that the Board’s agents and mandataries comply with this Act and the Board’s investment policies, standards and procedures; and (e) review, evaluate and approve management’s procedures referred to in paragraph (d).
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Investment policies, standards and procedures 32 Subject to the regulations, the board of directors shall establish, and the Board and its subsidiaries shall adhere to, investment policies, standards and procedures that a person of ordinary prudence would exercise in dealing with the property of others.
Public Sector Pension Investment Board Act — P-31.7 32.1
Non-application — investment management services 32.1 The investment policies, standards and procedures established under section 32 do not apply in respect of a subsidiary incorporated for the purpose of providing investment management services to the Canada Growth Fund Inc. 2023, c. 26, s. 512
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Duty of investment managers 33 Every investment manager who invests the assets of the Board shall do so in accordance with this Act and the Board’s investment policies, standards and procedures.
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Financial year 34 The financial year of the Board is the period beginning on April 1 in one calendar year and ending on March 31 in the next calendar year.
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Books and systems 35 (1) The Board shall, in respect of itself and each of its subsidiaries, cause (a) books of account and records to be kept for each fund; (b) financial and management control and information systems and management practices to be maintained; and (c) a record of the investments held by each fund during the financial year to be kept, showing (i) the book value of each investment, (ii) the market value of each investment and the information that would permit the verification of that value, and (iii) the information that would permit the determination of whether the requirements of this Act and the investment policies, standards and procedures have been met. Manner in which books, etc., to be kept (2) The books, records, systems and practices required by subsection (1) shall be kept and maintained in a manner that will provide reasonable assurance that (a) the Board’s assets and those of its subsidiaries are safeguarded and controlled; (b) the Board’s transactions and those of its subsidiaries are in accordance with this Act and the by-laws, or the by-laws of its subsidiaries; and (c) the Board’s financial, human and physical resources and those of its subsidiaries are managed economically and efficiently and that the Board’s operations and those of its subsidiaries are carried out effectively. Internal audit (3) The Board shall cause internal audits to be conducted, in respect of itself and each of its subsidiaries, to assess compliance with subsections (1) and (2). Annual financial statements (4) The Board shall cause annual financial statements, in respect of itself and each of its subsidiaries, to be prepared in accordance with generally accepted accounting principles. Contents of statements (5) The annual financial statements shall show the information and particulars that in the opinion of the directors are necessary to present fairly, in accordance with generally accepted accounting principles, the primary source of which is the Handbook of the Chartered Professional Accountants of Canada, the financial position for each fund as at the end of the financial year to which it relates and the results of the operations of the Board for that financial year. Quarterly financial statements (6) During each financial year, the Board shall cause quarterly financial statements to be prepared for each three-month period of the year. The quarterly statements shall (a) show the same information for the most recent three-month period as is required to be set out in the Board’s annual financial statements; and (b) show the same information in respect of the part of the year up to the date of the statements in relation to the corresponding period in the preceding financial year. Approval by board of directors (7) The board of directors shall approve the annual financial statements and that approval shall be evidenced by the signature of at least one director of the Board. 1999, c. 34, s. 35; 2017, c. 26, s. 62