GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Canada Pension Plan Investment Board Act — C-8.3 14
Duty of care 14 (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 they rely 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 15 (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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Indemnification 16 (1) Except in respect of an action by or on behalf of the Board to procure a judgment in its favour, the Board may indemnify a director or officer of the Board, a former director or officer of the Board, or any person who acts or acted at the Board’s request as a director or officer of an entity of which the Board is or was a shareholder or in which the Board has or had a financial interest, against all costs and expenses reasonably incurred by the person, including amounts paid in settlement or to satisfy a judgment, in respect of any civil, criminal or administrative action or proceeding to which the person is made a party by reason of being or having been such a person, if (a) the person acted honestly and in good faith with a view to the best interests of the Board or the entity; and (b) in the case of a criminal or administrative action or proceeding enforced by a monetary penalty, the person had reasonable grounds for believing that the impugned conduct was lawful. Indemnification in derivative action (2) The Board may, with the approval of a court, indemnify a person referred to in subsection (1), in respect of an action by or on behalf of the Board or an entity referred to in that subsection to procure a judgment in its favour to which the person is made a party by reason of being or having been a director or an officer of the Board or entity, against all costs and expenses reasonably incurred by the person, including an amount paid in settlement or to satisfy a judgment, in respect of that action if the person fulfils the conditions set out in paragraphs (1)(a) and (b). Right to indemnity (3) Notwithstanding the other subsections of this section, a person referred to in subsection (1) is entitled to indemnity from the Board in respect of all costs and expenses, including an amount paid in settlement or to satisfy a judgment, reasonably incurred by the person in respect of the defence of any civil, criminal or administrative action or proceeding to which the person is made a party by reason of being or having been a director or an officer of the Board or of an entity referred to in that subsection, if the person seeking indemnity (a) was substantially successful on the merits in the defence of the action or proceeding; and (b) fulfils the conditions set out in paragraphs (1)(a) and (b). Personal representatives (4) Where the Board could indemnify a person under any of subsections (1) to (3), the Board may to the same extent indemnify the heirs or personal representatives of the person. Definition of proceeding (5) For the purposes of this section, proceeding includes an investigation that (a) pertains to the administration or enforcement of an Act of Parliament or of the legislature of a province; (b) is authorized by or pursuant to an Act of Parliament or of the legislature of a province; or (c) is within a class of investigations prescribed in the regulations.
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Directors’ and officers’ insurance 17 The Board may purchase and maintain insurance for the benefit of any person referred to in subsection 16(1) and the personal representatives of that person against any liability incurred by the person (a) in the capacity of a director or officer of the Board, except where the liability relates to a failure to act honestly and in good faith with a view to the best interests of the Board; or (b) in the capacity of a director or officer of another entity where the person acts or acted in that capacity at the Board’s request, except where the liability relates to a failure to act honestly and in good faith with a view to the best interests of the entity.
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Application to court for indemnification 18 (1) A court may order an indemnity under section 16 on the application of the Board or a person referred to in subsection 16(1) or (4) and may make any further order that it thinks fit. Notice of application (2) Where an application is made for an order under subsection (1), the court may order notice to be given to any interested person, and that person is entitled to appear and be heard in person or by counsel.
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Resolution in lieu of meeting 19 (1) A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of the board of directors or of one of its committees, is as valid as if it had been passed at a meeting of the board of directors or of one of its committees. 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 its committees.
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Participation by telephone 20 A director may, subject to the by-laws, participate in a meeting of the board of directors or of one of its committees by means of any telephone or other communications facilities that permit all persons participating in the meeting to communicate with each other, and a director who participates in that way is deemed for the purposes of this Act to be present at the meeting.
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Dissent 21 (1) A director who is present at a meeting of the board of directors or of one of its committees is deemed to have consented to any resolution passed or action taken at the meeting unless (a) the director’s dissent is entered in the minutes of the meeting or the director requests that the director’s dissent be entered in the minutes of the meeting; (b) the director sends a written dissent to the secretary of the meeting before the meeting is adjourned; or (c) the director sends a dissent by registered mail or delivers it to the head office of the Board immediately after the meeting is adjourned. Loss of right to dissent (2) A director who votes for or consents to a resolution is not entitled to dissent under subsection (1). Dissent of absent director (3) A director who was not present at a meeting at which a resolution was passed or an action was taken is deemed to have consented to the resolution or the action unless, within seven days after becoming aware of the resolution or the action, the director (a) causes a dissent to be placed with the minutes of the meeting; or (b) sends a dissent by registered mail or delivers it to the head office of the Board.
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c) the transaction was reasonable and fair to the Board at the time it was approved. Application to court (8) Where 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 23 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 24 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 25 The Board may not assert against a person dealing with the Board or with any person who has acquired rights from the Board (a) that this Act or the by-laws have not been complied with, or (b) that a document issued by any director, officer or agent of the Board having apparent authority to issue the document is not valid or genuine by reason only that the person who issued the document lacked actual authority to issue the document, except where the person has knowledge that the facts asserted are true.
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Corporate seal 26 The Board may, but need not, have a corporate seal, and an instrument or agreement executed on behalf of the Board is not invalid merely because a corporate seal is not affixed to it.
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By-laws 27 (1) The board of directors may make by-laws that are consistent with this Act to govern the conduct and management of the Board’s business and affairs, including by-laws (a) for the administration, management and control of the Board’s property; (b) governing the calling of meetings of the board of directors and its committees, the time and place of those meetings and the quorum and procedure in all matters relating to those meetings; (c) respecting the functions, duties and remuneration of the officers and employees of the Board; and (d) respecting the establishment of committees of the board of directors and the appointment of members to those committees. Effective date (2) A by-law is effective as soon as it is made or on such later date as may be stated in the by-law to be its effective date.
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Copy to Minister 28 (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 and the appropriate provincial Ministers 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.
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Statutory Instruments Act does not apply 29 The Statutory Instruments Act does not apply in respect of by-laws.
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Audit and investment committees 30 (1) The board of directors shall establish an audit committee and an investment committee. Other committees (2) The board of directors may establish other committees as it deems necessary and assign to them such duties as it considers appropriate.
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Duties of audit committee 31 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; and (f) meet with the chief internal auditor of the Board, or with the person acting in any similar capacity, and with the Board’s management, to discuss the effectiveness of the internal control procedures.
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Meeting of audit committee 32 (1) The Board’s auditor or any member of the audit committee may call a meeting of the committee. Meeting of directors (2) The audit committee may call a meeting of the board of directors to consider any matter of concern to the committee.
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Auditor’s right to attend meetings 33 (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. Requiring auditor’s attendance (2) The Board’s auditor shall attend meetings of the audit committee, if requested to do so by a member of the audit committee, at the Board’s expense, and shall attend meetings of the board of directors, if requested to do so by a director.
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Duties of investment committee 34 The investment committee shall (a) perform the duties that are delegated to it by the board of directors; (b) approve the engagement of investment managers empowered with discretionary authority to invest the assets of the Board; (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 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 35 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.
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Duty of investment managers 36 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 38 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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Annual auditor’s report 40 (1) The Board shall cause an annual auditor’s report to be prepared, in respect of itself and each of its subsidiaries, on (a) the annual financial statements referred to in section 39; (b) any revised financial statement referred to in subsection 41(3); and (c) the record of investments referred to in paragraph 39(1)(c). Contents (2) A report under subsection (1) shall be addressed to the Board and shall (a) include separate statements indicating whether, in the auditor’s opinion, (i) the financial statements are presented fairly in accordance with generally accepted accounting principles applied on a basis consistent with that of the preceding year, (ii) the Board’s transactions and those of its subsidiaries that have come to the auditor’s notice in the course of the auditor’s examination for the report were in accordance with this Act and the by-laws, and the by-laws of the subsidiaries, as the case may be, and (iii) the record of investments kept in accordance with paragraph 39(1)(c) fairly presents the information required by that paragraph; and (b) call attention to any other matter falling within the scope of the auditor’s examination for the report that, in the auditor’s opinion, should be brought to the attention of the Board. Examination (3) An auditor preparing a report under subsection (1) shall make such examination as the auditor considers necessary for the purpose. Auditing standards (4) An auditor’s examination shall be conducted in accordance with generally accepted auditing standards, the primary source of which is the Handbook of the Chartered Professional Accountants of Canada. Reliance on internal audit (5) In conducting an audit under this Act, an auditor shall rely on any internal audit conducted under subsection 39(3), to the extent that the auditor considers that reliance to be practicable. 1997, c. 40, s. 40; 2017, c. 26, s. 62
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Notice of errors and omissions 41 (1) A director or officer of the Board shall without delay notify the Board’s auditor and the audit committee of any error or omission of which the director or officer becomes aware in a financial statement that the auditor or a former auditor has reported on or in a report prepared by the auditor or a former auditor under section 40. Duty of auditor (2) Where the Board’s auditor, or a former auditor of the Board, is notified or becomes aware of any error or omission in a financial statement that the auditor or former auditor has reported on or in a report prepared by the auditor or former auditor under section 40, the auditor or former auditor shall without delay notify each director of the Board of the error or omission if the auditor or former auditor is of the opinion that the error or omission is material. Correction (3) Where the directors receive a notification under subsection (2) of an error or omission in a financial statement or a report, the Board shall prepare a revised financial statement or the auditor or former auditor shall issue a correction to the report, as the case may be, and a copy of it shall be given to the Minister and the appropriate provincial Ministers.
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Appointment of auditor 42 (1) The auditor of the Board shall be appointed annually by the board of directors, and may be removed at any time by the board of directors. Re-appointment (2) On the expiration of the appointment of the auditor of the Board, the auditor is eligible for re-appointment. Continuation in office (3) Notwithstanding subsection (1), if an auditor of the Board is not appointed to take office on the expiration of the appointment of an incumbent auditor, the incumbent auditor continues in office until a successor is appointed.
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Right to information 44 (1) On the request of the Board’s auditor, the present or former directors, officers, employees or agents of the Board shall provide to the auditor all information and explanations, and all access to records, documents, books, accounts and vouchers of the Board and its subsidiaries, that the auditor considers necessary to prepare any report required by this Act and that they are reasonably able to furnish. Directors’ duties (2) On the request of the Board’s auditor, the directors shall (a) obtain from the present or former directors, officers, employees or agents of any of its subsidiaries all information and explanations that (i) the auditor considers necessary to enable the auditor to prepare any report required by this Act, and (ii) the present or former directors, officers, employees or agents are reasonably able to furnish; and (b) furnish the auditor with the information and explanations so obtained. Reliance on reports (3) The Board’s auditor may reasonably rely on any report of any other auditor of the Board. No civil liability (4) A person who in good faith makes an oral or written communication under subsection (1) or (2) shall not be liable in any civil action arising from having made the communication.
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Qualified privilege 45 Any oral or written statement or report made under this Act by the Board’s auditor or a former auditor of the Board has qualified privilege.
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Special audit 46 (1) The Minister may, if the Minister considers it necessary, appoint an auditor to conduct a special audit of the Board or any of its subsidiaries. Costs of audit (2) The costs of a special audit are payable by the Board. Other sections to apply (3) Sections 43 to 45 apply in respect of a special auditor, with any modifications that the circumstances require.
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Special examination 47 (1) The Minister shall cause a special examination to be carried out at least once every six years in respect of the Board or any of its subsidiaries to determine if the systems and practices referred to in paragraph 39(1)(b) were, in the period under examination, maintained in a manner that provided reasonable assurance that they met the requirements of paragraphs 39(2)(a) and (c). Consultation required (2) Before causing a special examination to be carried out, the Minister shall consult with the appropriate provincial Ministers of the participating provinces. Plan (3) Before an examiner commences a special examination, the examiner shall survey the systems and practices of the Board or of the subsidiary being examined, as the case may be, and submit a plan to the audit committee for the examination, including a statement of the criteria to be applied in the examination. Resolution of disagreements (4) Disagreements, if any, between the examiner and the audit committee with respect to a plan referred to in subsection (3) may be resolved by the Minister. Reliance on internal audit (5) An examiner shall rely on any internal audit conducted under subsection 39(3), to the extent that the examiner considers that reliance to be practicable.
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Report 48 (1) An examiner shall, on completion of the special examination, submit a report on the examiner’s findings to the Minister and the appropriate provincial Ministers. Contents (2) The report of an examiner shall include (a) a statement indicating whether, in the examiner’s opinion, with respect to the criteria established under subsection 47(3), there is reasonable assurance that there are no significant deficiencies in the systems and practices examined; and (b) a statement of the extent to which the examiner relied on internal audits.
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Who conducts examination 49 (1) Subject to subsection (2), a special examination referred to in section 47 shall be carried out by the Board’s auditor or, where the Minister has consulted the board of directors and is of the opinion that it is necessary, by an auditor appointed by the Minister. Sections 43 to 45 apply (2) Sections 43 to 45 apply in respect of an examiner as though the references in that section to an auditor were references to an examiner.