C-20
First Session, Thirty-ninth Parliament,
55 Elizabeth II, 2006
HOUSE OF COMMONS OF CANADA
BILL C-20
An Act respecting airports, airport authorities and other airport operators and amending the Transportation Appeal Tribunal of Canada Act
first reading, June 15, 2006
THE MINISTER OF TRANSPORT
90377
RECOMMENDATION
Her Excellency the Governor General recommends to the House of Commons the appropriation of public revenue under the circumstances, in the manner and for the purposes set out in a measure entitled “An Act respecting airports, airport authorities and other airport operators and amending the Transportation Appeal Tribunal of Canada Act”.
SUMMARY
This enactment establishes an economic framework for airports and the operators of significant airports in the national network of airports, with a focus on airport authorities. It provides for
(a) a declaration of a Canadian airport policy;
(b) an enunciation of certain powers, duties and functions of the Minister of Transport in respect of airports;
(c) a number of basic obligations of airport operators, including equitable access of air carriers to airport facilities, disclosure of operational and financial information and transparency in the establishment of fees;
(d) the continuation under this enactment of airport authorities as not-for-profit corporations without share capital;
(e) the powers and capacity of airport authorities and the scope of their activities, including investments in other corporations;
(f) a complete corporate governance and accountability framework for airport authorities that addresses matters such as the structure and duties of their board of directors, director eligibility, conflict of interest rules, enhanced disclosure of operational and financial information, and consultation with users and with the public in the region served by the airport;
(g) a framework for the fees imposed by the largest airport authorities, including a set of charging principles to be observed, a requirement for a transparent charging methodology and special conditions for the imposition of fees directly on passengers;
(h) a process to ensure the transparency of fees that are imposed by the largest airport authorities and the compliance of those fees with the framework, including requirements for public notice of a fee proposal and its justification, consultation with users and other stakeholders and with the public in the region served by the airport, consideration of representations received and an opportunity for users to appeal, in certain circumstances, new or increased fees to the Canadian Transportation Agency;
(i) certain obligations of airport authorities, including a requirement to have a land use plan and to report environmental incidents; and
(j) compliance and enforcement mechanisms based on proceedings either by way of summary conviction or by way of administrative monetary penalty, with an opportunity for persons subject to an administrative monetary penalty to appeal to the Transportation Appeal Tribunal of Canada.
Also available on the Parliament of Canada Web Site at the following address:http://www.parl.gc.ca
TABLE OF PROVISIONS
AN ACT RESPECTING AIRPORTS, AIRPORT AUTHORITIES AND OTHER AIRPORT OPERATORS AND AMENDING THE TRANSPORTATION APPEAL TRIBUNAL OF CANADA ACT
SHORT TITLE
1.       Canada Airports Act
INTERPRETATION
2.       Definitions
3.       Passenger threshold
4.       Related persons
5.       Control of a corporation
HER MAJESTY
6.       Binding on Her Majesty
APPLICATION OF ACT
7.       Military airports excluded
CANADIAN AIRPORT POLICY
8.       Declaration
PART 1
AIRPORTS
Powers, Duties and functions of Minister and Governor in Council
9.       Minister’s responsibility
10.       Monitoring
11.       Audit
12.       Ministerial directions
13.       Ministerial approvals
14.       Review
15.       Powers exercisable only by Minister
16.       Emergency orders by Governor in Council
Slots
17.       Ownership of slots
18.       Slot coordinator
19.       Designation of airports requiring slot allocation
20.       Allocation, renewal or withdrawal of slots
21.       Providing information about slots
22.       Ministerial order
23.       Transfer of slots prohibited
24.       Regulations
PART 2
PROVISIONS APPLICABLE TO CERTAIN AIRPORT OPERATORS
General
25.       Application
26.       Canada’s international obligations
27.       Airports serving international traffic
28.       Foreign dignitaries
29.       Provision of information to Minister
30.       Protection of confidential information
Equitable Access
31.       Application
32.       Obligation — equitable access
33.       Ministerial direction
Fees
34.       Application
35.       Establishing or increasing fees
36.       Information about fees
Disclosure
37.       Application
38.       Annual report
39.       Annual meeting
PART 3
AIRPORT AUTHORITIES
Powers of Governor in Council
40.       Amendment of schedule
Continuance
41.       Corporations set out in Part 1 of schedule
42.       Corporations set out in Part 2 of schedule
43.       Other corporations
Application
44.       Application
Effect of Continuance
45.       Effect of continuance
46.       Rights preserved
47.       Further continuance
By-laws
48.       Filing of by-laws — corporations in Part 1 of schedule
49.       Content of by-laws
50.       Ministerial direction
51.       Cessation
52.       Duty to inform
Office
53.       Office for service or delivery of documents
Records
54.       Duty — corporate records
55.       Directors’ access to records
56.       Precautions
Powers, Capacity and Activities
57.       Airport authority’s objects
58.       Carrying on business as air carrier not permitted
59.       Business or activity not permitted
60.       Partnership or joint venture not permitted
61.       Not agent of Her Majesty
62.       Legal capacity
63.       Use of revenues
64.       Issue of debt obligations
65.       Regulations — debt obligations or trust indentures
66.       Authorized investments
67.       Loans and guarantees
68.       Indemnities
69.       Acquiring interest in land
70.       Amounts payable for goods and services
71.       Distribution of traffic
72.       Donations
73.       Prohibited arguments
74.       Interest or right in entities
Ownership Interests in Corporations
75.       Ownership interests
76.       Subsidiaries
77.       Ministerial direction
78.       Business transactions
79.       Maximum financial exposure
80.       Indemnity
81.       Minister’s approval
Corporate Governance and Accountability
Board
82.       Skills, knowledge and experience
83.       General duty
84.       Number of directors
85.       Election of chairperson
Appointment, Removal and Resignation of Directors
86.       Term of office
87.       Appointments by Minister
88.       Nominations — province
89.       Nominations — regional authorities and municipalities
90.       Nominations — non-governmental organization
91.       Number of entities to be designated
92.       Nominations — national association of domestic air carriers
93.       Maximum number
94.       Consent
95.       Appointment of other directors
96.       Providing information in case of vacancy
97.       By-laws — nomination of candidates
98.       Cessation as nominating body
99.       Insufficient number of directors
100.       Information session
101.       Removal by Minister
102.       Resolution requiring removal by Minister
103.       Resignation
104.       Director’s statement
Ineligibility for Office of Director
105.       Ineligible persons
106.       Limitation on other directorships
Duties, Liabilities and Indemnification of Directors and Officers
107.       Duty of care
108.       Directors — good faith
109.       Officers — good faith
110.       Independent advice
111.       Insurance
112.       Indemnification
113.       Application to court
114.       Directors’ liability
115.       Directors’ liability
Meetings
116.       Minutes
117.       Calling of meetings
118.       Quorum
119.       Chief executive officer
120.       Exclusion of chief executive officer
121.       Participation by telephone, etc.
122.       Resolution in lieu of meeting
123.       Dissent
Committees
124.       Establishment of committees of the board
125.       Governance committee
126.       Audit committee
127.       Duties
128.       Calling of meetings
Auditor
129.       Appointment of auditor
130.       Auditor’s qualifications
131.       Maximum period
Conflict of Interest
132.       Conflict with authority’s interests
133.       Disclosure requirements
134.       Conflict of interest rules
135.       Conflict of interest declaration
Fees
Imposition of Fees
136.       Airport authority
137.       Fee information
138.       Establishing or increasing fees
Application
139.       Sections 140 to 173
Charging Principles
140.       Charging principles for fees
Methodology for Determining Fees
141.       Methodology
142.       Contents
143.       Other charges imposed on air carriers
Notice of Proposals
144.       Notice of proposal
145.       Adjustment
146.       Content of notice
147.       Copy of notice
Consultations and Representations
148.       Information
149.       Meeting with air carriers
150.       Representations
Announcements
151.       Announcement — methodology or fee
152.       Methodology announcement — contents
153.       Fees announcement — contents
154.       Copy of announcement
155.       Reduction or elimination of fees
Effective Date of Fees
156.       Aeronautical fee
Additional Provisions — Passenger Fees
157.       Use of revenues
158.       Information — existing passenger fee
159.       Elimination of fee
Appeals
160.       Grounds of appeal
161.       Additional ground of appeal — aeronautical fees
162.       No appeal
163.       Filing of appeal
164.       Filing with Agency
165.       Joining of appeals
166.       Limitation
167.       Effect of appeal
168.       Order — non-compliance
169.       Manner of refund
170.       Time limit for deciding appeal
171.       Notification of decision
172.       Decision final
173.       Non-application of Canada Transportation Act
Disclosure
Business Plan
174.       Requirement
Financial Statements
175.       Preparation
176.       Auditing of financial statements
177.       Right to information
178.       Required approval
179.       Annual financial statements of subsidiaries
180.       Ministerial direction — financial statements
181.       Ministerial direction — audit
Performance Indicators
182.       Duty to measure performance
Annual Report
183.       Annual report
184.       Contents
Annual Meeting
185.       Annual meeting
Consultations
186.       Annual meeting with Minister and nominating bodies
187.       Power to request special meetings
188.       Meeting with air carriers
189.       Consultation with public
190.       Discussion forum
Public Access to Documents
191.       Examination of records, reports, etc.
Performance Reviews
192.       Five-year performance review
193.       Performance reviews
194.       Selection of reviewer
195.       Reviewer’s report
196.       Distribution of reviewer’s report
197.       Response
198.       Notice to public
Contracts Without Competitive Bidding
199.       Contracts over $100,000
Other Obligations
Name of Principal Airport
200.       Change of name
Land Use Plan and Master Plan
201.       Land use plan
202.       Master plan
Environment
203.       Environmental management plan
204.       Notice of spill or release
Acquiring Land
205.       Interest in land or right relating to immovable
206.       Transfer to Her Majesty
207.       Compensation and reimbursement
208.       Deeming provision — premises leased to the authority
209.       Environmental assessment
210.       Expropriation
Leases in respect of a Principal Airport
211.       Leases — no compensation or damages
212.       Power of Governor in Council
Dissolution
213.       Dissolution
Statutory Instruments Act
214.       Non-application of Statutory Instruments Act
PART 4
COMPLIANCE AND ENFORCEMENT
Inspection
215.       Designation of inspectors
216.       Powers of inspection
217.       Duty to assist
Offences and Punishment
218.       False information, etc.
219.       Obstruction
220.       Offences with respect to reports
221.       Contravention of emergency orders by Governor in Council
222.       Contravention of Act or regulations
223.       Separate offence
224.       Defence of due diligence available
225.       Directors and officers of corporations
226.       Offences by employees, agents or mandataries
Administrative Monetary Penalties
227.       Violations
228.       Regulations
229.       Criteria for penalty
230.       Notice of violation
231.       Option
232.       Payment of penalty
233.       Request for review of determination
234.       Failure to pay penalty or request review
235.       Determination by Tribunal member
236.       Right of appeal
237.       Debts due to Her Majesty
238.       Certificate
239.       Directors and officers of corporations
240.       Vicarious liability — acts of employees, agents and mandataries
241.       Violations not offences
242.       Due diligence available
General Provisions
243.       How act or omission may be proceeded with
244.       Time limit
245.       Restraining or compliance order
PART 5
TRANSITIONAL PROVISIONS, RELATED AND COORDINATING AMENDMENTS AND COMING INTO FORCE
Transitional Provisions
246.       Interest or right in any entity
247.       Ministerial direction
248.       Slots under contract
249.       Non-application of certain sections
250.       Auditors — calculation of maximum period
Related Amendment
251.       Transportation Appeal Tribunal of Canada Act
Coordinating Amendment
252.       Bill C-11
Coming into Force
253.       Order in council
SCHEDULE
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1st Session, 39th Parliament,
55 Elizabeth II, 2006
house of commons of canada
BILL C-20
An Act respecting airports, airport authorities and other airport operators and amending the Transportation Appeal Tribunal of Canada Act
Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:
SHORT TITLE
Short title
1. This Act may be cited as the Canada Airports Act.
INTERPRETATION
Definitions
2. The following definitions apply in this Act.
“aeronautical fee”« redevance aéronautique »
“aeronautical fee” means a charge that is imposed on aircraft operators for services and the use of facilities that are provided by or on behalf of an airport operator 
(a) for the landing, taking off, movement or parking of aircraft;
(b) for the enplaning or deplaning of persons, including their movement between an aircraft and an air terminal building or through an air terminal building; or
(c) for the loading on aircraft or the unloading off aircraft of baggage or cargo or the processing of baggage or cargo.
For the purposes of paragraphs (b) and (c), the reference to facilities does not include facilities that are leased to an air carrier.
“Agency”« Office »
“Agency” means the Canadian Transportation Agency referred to in subsection 7(1) of the Canada Transportation Act.
“air carrier”« transporteur aérien »
“air carrier” means the operator of an aircraft whose services for the transportation of passengers or cargo are available to the public.
“aircraft operator”« exploitant d’aéronef »
“aircraft operator”, in respect of an airport, means an air carrier, or any other operator of an aircraft, who uses the airport.
“airport authority”« administration aéroportuaire »
“airport authority” means a corporation set out in the schedule.
“airport operator”« exploitant »
“airport operator” means 
(a) an airport authority;
(b) the Government of Yukon, in respect of the airport it owns in Whitehorse, the Government of the Northwest Territories, in respect of the airport it owns in Yellowknife, and the Government of Nunavut, in respect of the airport it owns in Iqaluit; or
(c) anyone who is not referred to in paragraph (a) or (b) and who operates an airport in Canada.
“common-law partner”« conjoint de fait »
“common-law partner”, in respect of an individ-ual, means a person who is cohabiting with the individual in a conjugal relationship, having so cohabited for a period of at least one year.
“entity”« entité »
“entity” includes a corporation, a partnership, a trust, a joint venture or an unincorporated association or organization.
“fee”« redevance »
“fee” means an aeronautical fee or a passenger fee.
“financial requirements”« besoins financiers »
“financial requirements” means the amount of money that is required by an airport operator for the following purposes, with no amount being counted as required under more than one paragraph:
(a) to cover all of the operator’s costs, determined in accordance with generally accepted accounting principles;
(b) to meet debt servicing requirements and other contractual obligations related to the borrowing of money; and
(c) to provide reserves that are necessary, in the operator’s opinion, for future expenditures.
“Minister”« ministre »
“Minister” means the Minister of Transport.
“nominating body”« organisme de mise en candidature »
“nominating body” means an entity that nominates candidates for the office of director of an airport authority under any of sections 88 to 90 and 92.
“officer”« dirigeant »
“officer” means a person who acts as chief executive officer or chief financial officer of an airport authority or of another entity or any other person who is designated as an officer by the board of the authority or by the entity.
“passenger fee”« redevance passagers »
“passenger fee” means a charge imposed by an airport operator that is payable only by persons who travel on aircraft that land or take off at the operator’s airport, regardless of the manner in which and by whom the charge is collected.
“principal airport”« aéroport principal »
“principal airport”, in respect of an airport authority, means an airport set out in column 2 of the schedule opposite the name of the authority.
“slot”« créneau »
“slot” means a period of time that is allocated to any person during which an aircraft operated by that person is authorized to land at or take off from an airport.
“transfer date”« date de transfert »
“transfer date”, in respect of an airport authority, means the date, as set out in the schedule opposite the name of the authority, on which the Minister transferred to the authority the operation, management, maintenance and development of the authority’s principal airport.
“Tribunal”« Tribunal »
“Tribunal” means the Transportation Appeal Tribunal of Canada established by subsection 2(1) of the Transportation Appeal Tribunal of Canada Act.
“users”« usagers »
“users” means aircraft operators and passengers.
Passenger threshold
3. (1) For the purposes of this Act, an airport is considered to have met a particular passenger threshold if, for each of three consecutive calendar years, the sum of the annual number of passengers enplaned at the airport and the annual number of passengers deplaned at the airport is equal to or greater than that threshold. An airport that has attained a particular passenger threshold is considered to continue to meet the threshold until, for each of three consecutive calendar years, that sum falls below that threshold.
Deemed passenger threshold
(2) If an airport authority operates more than one principal airport, each of those airports is deemed to meet the threshold of the principal airport that meets the highest threshold.
Related persons
4. (1) For the purposes of this Act, persons are related if
(a) they are close relatives;
(b) they carry on business together;
(c) one is the employer of the other;
(d) one is a director or officer of the other; or
(e) they are both directors or officers of the same for-profit entity, other than a corporation in which the airport authority has an ownership interest.
Meaning of “close relative”
(2) For the purposes of paragraph (1)(a), “close relative”, in relation to an individual, means
(a) a spouse or common-law partner of the individual;
(b) a child, grandchild, parent or grandparent of the individual or of the individual’s spouse or common-law partner;
(c) a child of the individual’s parent or a child of a parent of the individual’s spouse or common-law partner;
(d) the spouse or common-law partner of any person referred to in paragraph (b) or (c); or
(e) any other person who is a member of a class of persons prescribed by the regulations for the purposes of this subsection.
Regulations
(3) The Governor in Council may make regulations prescribing classes of persons for the purposes of paragraph (2)(e).
Control of a corporation
5. (1) For the purposes of this Act, a corporation is controlled by a person if
(a) shares or memberships in the corporation to which are attached more than 50% of the votes that may be cast to elect directors of the corporation are held, other than by way of security only, by or for the benefit of that person; and
(b) the votes attached to those shares or memberships are sufficient, if exercised, to elect a majority of the directors of the corporation.
Subsidiary
(2) For the purposes of this Act, a corporation is a subsidiary of another corporation if
(a) it is controlled by
(i) that other corporation,
(ii) that other corporation and one or more corporations that are themselves controlled by that other corporation, or
(iii) two or more corporations that are themselves controlled by that other corporation; or
(b) it is a subsidiary of a corporation that is itself a subsidiary of that other corporation.
Ownership interest
(3) For the purposes of this Act, the ownership interest of a subsidiary of an airport authority in a corporation is deemed to be an ownership interest of the authority in that corporation.
HER MAJESTY
Binding on Her Majesty
6. This Act is binding on Her Majesty in right of Canada or a province.
APPLICATION OF ACT
Military airports excluded
7. This Act does not apply in respect of airports operated under the authority of the Minister of National Defence.
CANADIAN AIRPORT POLICY
Declaration
8. It is in the public interest that Canada have a national network of airports that supports the achievement of national, regional and local economic and social objectives and promotes Canada’s international competitiveness and trade objectives, which objectives are most likely to be achieved if each airport in the national network is operated in a manner that
(a) provides for a high level of safety, security and environmental protection;
(b) is efficient and economically sustainable and responds effectively to the needs of users;
(c) takes into account the importance of the airport to the economic needs and priorities of the communities and region that it serves;
(d) is transparent and provides users, and the public in the region served by that airport, with the opportunity to express their views on airport operations, airport development and fees;
(e) is businesslike and reflects the high degree of autonomy that airport operators have in the management of facilities and services;
(f) provides air carriers with equitable access to facilities and services;
(g) permits Canada to meet its international obligations and compete in global markets; and
(h) takes into account the role played by airports in linking the air transportation system with other modes of transportation.
PART 1
AIRPORTS
Powers, Duties and functions of Minister and Governor in Council
Minister’s responsibility
9. The Minister is responsible for the protection of the public interest in respect of airports.
Monitoring
10. The Minister shall monitor the operation and performance of airports and the national network of airports.
Audit
11. (1) The Minister may audit or review, or cause to be audited or reviewed, the business and affairs and the records and procedures of airport authorities.
Powers of auditor or reviewer
(2) The person conducting the audit or review has all the powers of an inspector under this Act.
Ministerial directions
12. (1) The Minister may impose any terms and conditions that the Minister considers appropriate on any direction that the Minister is empowered to make under this Act and may specify in the direction the time within which the direction is required to be complied with.
Service of the direction
(2) The direction shall be sent by registered mail to the individual or entity to which it is directed or shall be served on that individual or entity.
Non-application of Statutory Instruments Act
(3) The Statutory Instruments Act does not apply to the direction.
Ministerial approvals
13. (1) The Minister may impose any terms and conditions that the Minister considers appropriate on any approval that the Minister is empowered to give under this Act.
Non-application of Statutory Instruments Act
(2) The Statutory Instruments Act does not apply to the approval.
Review
14. The Minister shall appoint one or more persons to conduct a comprehensive review of the operation of this Act and the performance of airport operators and airports for the five-year period after the day on which this section comes into force. The review shall address, among other things, any matters specified by the Minister. A report of the review shall be submitted to the Minister within 18 months after the end of that five-year period.
Powers exercisable only by Minister
15. Only the Minister may exercise the powers conferred on the Minister under section 14, subsection 18(3), section 19, subsections 22(1) and (2), sections 33 and 50, paragraphs 57(3)(e) and 69(b), sections 77, 81, 87 and 99, subsections 101(1), 102(1), 105(5) and 157(2), sections 180 and 181, subsection 187(1), section 200, subsections 201(1) and 202(2), sections 205 and 206, subsections 210(1) and (4) and section 247.
Emergency orders by Governor in Council
16. (1) The Governor in Council may, by order, take any steps or direct an airport operator or any other person to take any steps that the Governor in Council considers necessary for the effective continued operation of the national network of airports or of any airport, if the Governor in Council is of the opinion that
(a) an extraordinary disruption to the effective continued operation of the network or the airport exists or is imminent, other than a disruption caused by a labour dispute;
(b) failure to act under this section would be contrary to the interests of users of the national network of airports or any airport, or contrary to the public interest; and
(c) no other provision of this Act or provision of any other Act of Parliament is sufficient and appropriate to avoid or remedy the disruption and counter the actual or anticipated damage caused by it.
Order temporary
(2) An order made under this section has effect for no more than 90 days after it is made.
Renewal of order
(3) The Governor in Council may renew the order for one further period of not more than 90 days.
Reference to Parliament
(4) The Minister shall cause an order made under this section to be laid before each House of Parliament within the first seven days on which that House is sitting after the order is made.
Reference to committee
(5) Every order so laid before a House of Parliament stands referred to the committee of the House that the House considers appropriate.
Repeal of order
(6) If a resolution directing that an order made under this section be repealed is adopted by each House of Parliament within the first 30 days on which that House is sitting after the order is laid before it, the order ceases to have effect
(a) on the later of the days on which the resolutions are adopted;
(b) if one resolution specifies that the order will cease to have effect on a later day, on that specified day; or
(c) if both of the resolutions specify that the order will cease to have effect on a later day, on the later of those specified days.
Slots
Ownership of slots
17. Slots are the property of Her Majesty in right of Canada.
Slot coordinator
18. (1) The air carriers operating at an airport and the airport operator may, in accord-ance with the regulations or, if there are no regulations, by agreement, select a slot coordinator if
(a) the air carriers, after consultation with the operator, decide that slot allocation is desirable; or
(b) the Minister designates the airport, under section 19, as an airport requiring slot allocation.
Agreement
(2) The air carriers and the airport operator may agree on the terms for engaging a slot coordinator, including the coordinator’s remuneration and the responsibilities of the air carriers and the airport operator for paying the remuneration.
Selection by Minister
(3) If the air carriers and the airport operator do not agree on the selection of a slot coordinator or the terms of the engagement, the Minister may select the coordinator or decide the terms, as the case may be.
Not agent of Her Majesty
(4) For greater certainty, a slot coordinator is not an agent of Her Majesty in right of Canada.
Designation of airports requiring slot allocation
19. (1) If, in the Minister’s opinion, the demand for slots at an airport exceeds the supply, the Minister may, by order, designate the airport as one requiring slot allocation.
Terms of order
(2) The Minister may specify in the order, after consultation with the airport operator and NAV CANADA, a corporation incorporated on May 26, 1995 under Part II of the Canada Corporations Act, the periods for which the order applies and the maximum number of slots that may be allocated over a specified period.
Allocation, renewal or withdrawal of slots
20. (1) A slot coordinator shall allocate, renew and withdraw slots in accordance with the regulations or, if there are no regulations, in a manner consistent with the slot allocation procedures applied by the international air transport industry.
Availability of facilities and services
(2) The slot coordinator for an airport may allocate or renew slots at the airport only if the necessary facilities and services are available at the airport’s air terminal building.
Providing information about slots
21. (1) The air carriers operating at an airport and the airport operator shall provide the slot coordinator with any information in their possession that, in the slot coordinator’s opinion, is required to carry out the slot coordinator’s functions.
Protection of confidential information
(2) Unless required under subsection (3) or otherwise required by law, a slot coordinator shall not disclose any confidential information supplied to them by an air carrier or airport operator that is treated consistently in a confidential manner by the carrier or operator except if the disclosure is made in a way that does not identify or permit the identification of the source of the information.
Provision of information to Minister
(3) A slot coordinator shall provide to the Minister, in the form and manner and within the time that the Minister specifies, any information that the Minister considers necessary to exercise the Minister’s powers or carry out the Minister’s duties and functions under this Act.
Ministerial order
22. (1) The Minister may, by order, require a slot coordinator for an airport or, if there is no slot coordinator, the person who is responsible for the allocation of slots at an airport, to allocate, renew or withdraw any slot at the airport if, in the Minister’s opinion, doing so is necessary for ensuring equitable access to slots by air carriers that provide domestic air services.
Order in respect of foreign air carriers
(2) The Minister may, by order, with the concurrence of the Minister of Foreign Affairs, require a slot coordinator for an airport or, if there is no slot coordinator, the person who is responsible for the allocation of slots at an airport, to withdraw any slot at the airport from a foreign air carrier.
Inconsistency
(3) The Minister’s order prevails over any regulations made under section 24 to the extent of any inconsistency.
Order not a regulation
(4) The order is not a regulation for the purposes of the Statutory Instruments Act.
Transfer of slots prohibited
23. (1) No person to whom a slot has been allocated may transfer the slot. Any transfer of a slot is without effect.
Permitted lending and exchange of slots
(2) Despite subsection (1), a person to whom a slot has been allocated may, as long as they do not receive any consideration, lend the slot or exchange it for one other slot in accordance with the regulations or, if there are no regulations, by agreement. The loan or exchange may be made only after notice is given to the slot coordinator, or, if there is no slot coordinator, the person who is responsible for the allocation of slots at an airport.
Regulations
24. The Governor in Council may make regulations respecting slots, including regulations respecting
(a) the selection of slot coordinators;
(b) the allocation, renewal and withdrawal of slots; and
(c) the loan or exchange of slots.
PART 2
PROVISIONS APPLICABLE TO CERTAIN AIRPORT OPERATORS
General
Application
25. Sections 26 to 30 apply to an airport operator referred to in paragraph (a) or (b) of the definition “airport operator” in section 2 and to any airport operator referred to in paragraph (c) of that definition who operates an airport that meets a passenger threshold of 300,000.
Canada’s international obligations
26. Airport operators shall take any measures that are necessary to permit Canada to meet its international obligations under bilateral and multilateral agreements in respect of aeronautics and of trade.
Airports serving international traffic
27. Airport operators of airports serving international traffic shall display the national flag of Canada, and erect signs welcoming passengers to Canada, in prominent places.
Foreign dignitaries
28. Airport operators shall, at their airports, assist the Government of Canada in welcoming and facilitating state visits to Canada by foreign dignitaries.
Provision of information to Minister
29. Airport operators shall provide to the Minister, in the form and manner and within the time that the Minister specifies, any information and any documents that the Minister considers necessary to exercise the Minister’s powers or carry out the Minister’s duties and functions under this Act.
Protection of confidential information
30. Unless required under section 29 or otherwise required by law, an airport operator shall not disclose confidential information supplied to it by an air carrier that is treated consistently in a confidential manner by the carrier except if the disclosure is made in a way that does not identify or permit the identification of the source of the information.
Equitable Access
Application
31. Sections 32 and 33 apply to an airport operator referred to in paragraph (a) or (b) of the definition “airport operator” in section 2 and to any airport operator referred to in paragraph (c) of that definition who operates an airport that meets a passenger threshold of 300,000.
Obligation — equitable access
32. (1) Every airport operator shall give all air carriers who operate or wish to operate aircraft at the operator’s airport equitable access to the air terminal buildings and facilities for the landing, taking off, movement or parking of aircraft.
Limitation
(2) No airport operator is required to construct or expand an air terminal building or facilities for the landing, taking off, movement or parking of aircraft in order to comply with subsection (1).
Exception
(3) Subsection (1) does not apply in respect of
(a) a runway at an airport designated under section 19 as an airport requiring slot allocation; or
(b) an air terminal building, or part of one, or facilities for the landing, taking off, movement or parking of aircraft, that is under the control of a person, other than an airport operator, under a contract that is in effect on June 15, 2006 until the earliest of any of the following days, as determined by the contract as it read on June 15, 2006,
(i) the day on which the airport operator has the right to terminate the contract,
(ii) the day on which an extension to the contract takes effect, if the airport operator could have refused that extension but did not, and
(iii) the expiry date of the contract.
Ministerial direction
33. The Minister may direct an airport operator to take any measures that, in the Minister’s opinion, are necessary in order for the operator to meet its obligations under section 32.
Fees
Application
34. Sections 35 and 36 apply to an airport operator referred to in paragraph (b) of the definition “airport operator” in section 2 and to any airport operator referred to in paragraph (c) of that definition who operates an airport that meets a passenger threshold of 300,000.
Establishing or increasing fees
35. (1) An airport operator who proposes to establish or increase a fee shall
(a) ensure that any differences in the fee among users of particular facilities and services are based on objective criteria that are applied in the same manner to all users;
(b) ensure that the fee does not differentiate among users on the basis of their nationality;
(c) if it is an aeronautical fee, ensure that it is structured in such a way that an aircraft operator would not, for the purpose of avoiding the fee, be encouraged to engage in practices that would adversely affect aviation safety or security;
(d) inform aircraft operators and the public in the region served by the airport of the proposal and explain how the fee has been determined, including its relationship to the airport operator’s financial requirements;
(e) provide opportunities for aircraft operators and the public in the region served by the airport to obtain additional information about the proposal and to express their views on it;
(f) consider the views that have been expressed; and
(g) inform aircraft operators and the public in the region served by the airport of the airport operator’s decision in respect of the proposal.
Reduction or elimination
(2) An airport operator shall inform aircraft operators and the public in the region served by the airport of any reduction in or elimination of a fee.
Information about fees
36. An airport operator shall make available to anyone on request, and post on the operator’s website, if it has one, the following information:
(a) the amount of each fee;
(b) the conditions under which persons become subject to each fee;
(c) the method used to collect each fee; and
(d) the use of revenues generated by each passenger fee.
Disclosure
Application
37. Sections 38 and 39 apply to an airport operator referred to in paragraph (b) of the definition “airport operator” in section 2 and to any airport operator referred to in paragraph (c) of that definition who operates an airport that meets a passenger threshold of 300,000.
Annual report
38. An airport operator shall prepare an annual report on the operation of its airport in respect of each of the operator’s fiscal years. The annual report shall include
(a) a narrative and statistical summary of aircraft, passenger and cargo traffic at the airport;
(b) the financial results for the operation of the airport, including
(i) the amount of revenues, broken down into revenues from aeronautical fees, revenues from passenger fees and revenues from other sources,
(ii) the amount of operating expenditures, and
(iii) the amount of capital expenditures;
(c) a description of any financial information related to the operation of the airport that the airport operator is required by law to make available to the public;
(d) information on the use of revenues generated by passenger fees;
(e) a list of grants, contributions and subsidies received in respect of the airport and the purpose for which they were given;
(f) a summary of initiatives for the next five years that have been approved by the airport operator, including capital projects;
(g) a summary of consultations with aircraft operators and with the public in the region served by the airport; and
(h) a description of the types of documents respecting the airport that are available to the public and a description of how copies of these documents may be obtained.
Annual meeting
39. An airport operator shall hold an annual meeting, to which the public is invited, in respect of the operation of its airport in each of the operator’s fiscal years. The operator shall present its annual report at the meeting and give members of the public an opportunity to express their views and to ask questions.
PART 3
AIRPORT AUTHORITIES
Powers of Governor in Council
Amendment of schedule
40. The Governor in Council may, by order, amend the schedule by adding, amending or deleting the name of a corporation or an airport or by adding or deleting a transfer date.
Continuance
Corporations set out in Part 1 of schedule
41. The corporations that are, on the day on which this section comes into force, set out in column 1 of Part 1 of the schedule are continued, on that day, as not-for-profit corporations without share capital under this Act, under the names set out in that column.
Corporations set out in Part 2 of schedule
42. A corporation set out in column 1 of Part 2 of the schedule is continued as a not-for-profit corporation without share capital under this Act, under the name set out in that column, on the day on which the corporations’s name is deleted from Part 2 of the schedule and that name is added to column 1 of Part 1 of the schedule.
Other corporations
43. On the day on which the name of a corporation, other than a corporation set out in the schedule on the day on which section 42 comes into force, is added to column 1 of Part 1 of the schedule, the corporation is continued as a not-for-profit corporation without share capital under this Act, under the name set out in that column.
Application
Application
44. Sections 45 to 135 apply to airport authorities set out in Part 1 of the schedule.
Effect of Continuance
Effect of continuance
45. On continuance of a corporation under any of sections 41 to 43, the corporation’s constating documents cease to have effect. However, its by-laws remain in effect until the day on which the corporation files with the Minister by-laws replacing them.
Rights preserved
46. When a corporation is continued under any of sections 41 to 43,
(a) its property becomes the property of the continued corporation;
(b) the continued corporation becomes liable for its obligations;
(c) any existing cause of action, claim or liability to prosecution is unaffected;
(d) any civil, criminal or administrative action or proceeding pending by or against it may be continued by or against the continued corporation; and
(e) a conviction against it, or a ruling, order or judgment in favour of or against it, may be enforced by or against the continued corporation.
Further continuance
47. (1) No airport authority shall, unless authorized by the Governor in Council, be continued as a body corporate under any other Act of Parliament or any Act of a provincial legislature or under the laws of a foreign state.
Duty of directors
(2) The directors of an airport authority shall ensure that the airport authority complies with subsection (1).
By-laws
Filing of by-laws — corporations in Part 1 of schedule
48. (1) An airport authority whose name is set out in Part 1 of the schedule on the day on which this section comes into force shall, within 90 days after that day, adopt by-laws that comply with this Act and file them with the Minister. Any subsequent amendment to those by-laws shall be filed with the Minister within 30 days after the day on which the amendment is made.
Filing of by-laws — other corporations
(2) A corporation whose name is added to Part 1 of the schedule shall, within 90 days after the day on which its name is added to Part 1, adopt by-laws that comply with this Act and file them with the Minister. Any subsequent amendment to those by-laws shall be filed with the Minister within 30 days after the day on which the amendment is made.
Content of by-laws
49. The by-laws shall provide for the regulation of the business and affairs of the airport authority, including provisions
(a) stating the board’s duties and responsibilities;
(b) governing the nomination, appointment, removal and resignation of directors;
(c) governing the appointment, removal and resignation of the chief executive officer;
(d) establishing a code of conduct for the directors and officers, including conflict of interest rules and rules for the protection of confidential information; and
(e) respecting the retention by the board or a director of the services of professionals who are independent from the authority, and the payment of their fees and expenses.
Ministerial direction
50. If, in the Minister’s opinion, the by-laws of an airport authority do not comply with this Act, the Minister may, within 90 days after the day on which the by-laws or any amendments to them are filed, direct the authority to amend its by-laws to ensure that they are in compliance with this Act.
Cessation
51. A by-law or an amendment to a by-law that is not filed with the Minister in accordance with section 48 or that is not amended as directed by the Minister under section 50 ceases to be in force.
Duty to inform
52. The airport authority shall send without delay a copy of its by-laws and any amendments to them to all nominating bodies.
Office
Office for service or delivery of documents
53. An airport authority shall have an office at or near its principal airport at which documents may be served on or delivered to the authority.
Records
Duty — corporate records
54. (1) An airport authority shall prepare, and maintain at its office, adequate accounting records and adequate records of its business and affairs. The records of its business and affairs shall include
(a) the by-laws and any amendments to them;
(b) a register of nominating bodies;
(c) a register of directors and officers;
(d) the minutes of meetings of its board of directors and of any committee of the board;
(e) the resolutions of its board of directors and of any committee of the board;
(f) the minutes of meetings with air carriers, with the public in the region served by the airport and with the nominating bodies; and
(g) a register of the debt obligations issued by the authority.
Retention of records
(2) Subject to any other Act of Parliament, or any Act of the legislature of a province, that provides for a longer retention period, an airport authority shall retain its accounting records for at least 12 years. The authority shall also retain records of its business and affairs for the term of the lease of the principal airport granted by Her Majesty to the airport authority.
Records of continued corporations
(3) The records referred to in subsection (2) include similar records that the airport authority was retaining before its continuance.
Directors’ access to records
55. The records shall at all reasonable times be open to inspection by the directors. An airport authority shall provide to a director, on request, free of charge, any extract of the records.
Precautions
56. An airport authority and its agents and mandataries shall take reasonable precautions to prevent the loss or destruction of the records required under this Act, to prevent the falsification of entries in those records and to facilitate the detection and correction of inaccuracies in them.
Powers, Capacity and Activities
Airport authority’s objects
57. (1) The objects of an airport authority are to operate, manage, maintain and develop its principal airport in accordance with this Act and, in particular, with the Canadian airport policy set out in paragraphs 8(a) to (h).
Specifics
(2) The objects include
(a) the administration of the lands comprising the principal airport and of buildings and facilities on those lands;
(b) the participation in the operation and development of elements of a public transportation system that are on and serve the principal airport; and
(c) the operation, management, maintenance or development of facilities that are not on the principal airport but that are used solely for the operation of that airport.
Additional activities
(3) An airport authority may also
(a) conduct any activity at the principal airport that is related to air transportation, if that activity benefits users of the principal airport or persons who provide goods or services to those users;
(b) provide any services related to airport activities, including consulting or training, if those services are provided by means of resources that are normally used in the operation, management, maintenance or development of the principal airport;
(c) grant a licence for intellectual property developed by the authority by means of resources that are normally used in the operation, management, maintenance or development of the principal airport;
(d) operate, manage, maintain and develop the airports set out in column 3 of the schedule opposite the authority’s name; and
(e) with the Minister’s approval, conduct any other activity that is related to the operation, management, maintenance or development of an airport other than one that is set out in the schedule opposite the authority’s name.
Carrying on business as air carrier not permitted
58. An airport authority shall not carry on business as an air carrier.
Business or activity not permitted
59. An airport authority shall not carry on any business or engage in any activity unless it is permitted by this Act.
Partnership or joint venture not permitted
60. An airport authority shall not carry out its objects or do any of the activities described in subsection 57(3) in a partnership or a joint venture.
Not agent of Her Majesty
61. An airport authority is not an agent of Her Majesty in right of Canada.
Legal capacity
62. Subject to this Act, an airport authority has the capacity of a natural person.
Use of revenues
63. An airport authority may apply its revenues only for carrying out its objects, for doing any of the activities described in subsection 57(3) or as otherwise permitted under this Act. It shall not distribute any surplus.
Issue of debt obligations
64. (1) Subject to the by-laws, an airport authority may issue bonds, debentures or other debt obligations for consideration consisting of money, other property or past services.
Consideration
(2) The monetary value of the property or services shall not be less than the fair equivalent of the monetary amount that the airport authority would have received if the debt obligation had been issued for money.
Definition of “property”
(3) For the purposes of this section, “property” does not include a promissory note or a promise to pay.
Regulations — debt obligations or trust indentures
65. The Governor in Council may make regulations that make applicable, to airport authorities, any provision, if the provision concerns debt obligations or trust indentures, of an Act of Parliament allowing for the creation of corporations or of any regulation made under such an Act and that make any adaptations to that provision, only for the purpose of applying that provision to airport authorities, that the Governor in Council considers appropriate.
Authorized investments
66. An airport authority may invest any money that it has in its reserves, or any money that it does not require in the short term, only in bonds, debentures or other debt obligations of or guaranteed by
(a) a bank set out in Schedule I to the Bank Act; or
(b) a government or corporation whose credit rating is in one of the three highest rating categories as established by an internationally recognized credit rating agency.
Loans and guarantees
67. An airport authority may loan money only to a subsidiary, and may guarantee a loan only on behalf of a subsidiary.
Indemnities
68. An airport authority may not indemnify a corporation in which the authority has an ownership interest for any amount, unless the corporation is a subsidiary and the subsidiary is liable to pay that amount.
Acquiring interest in land
69. An airport authority may acquire an interest in land or, in Quebec, a right relating to an immovable, only if the acquisition
(a) is necessary for the operation or development, on its principal airport, of an air terminal building, parking facilities abutting an air terminal building or facilities for the landing, taking off, movement or parking of aircraft; or
(b) is approved by the Minister.
Amounts payable for goods and services
70. The total amount payable by an airport authority in a calendar year to any one supplier of goods and services, other than any amount payable for a capital project, may not exceed 25% of the authority’s operating expenses for the previous calendar year.
Distribution of traffic
71. An airport authority may distribute airport traffic among airports or air terminal buildings that it operates.
Donations
72. (1) An airport authority may make a donation to a charitable or educational organization.
Political contributions
(2) An airport authority may not make a political contribution.
Prohibited arguments
73. (1) No airport authority and no guarantor of an obligation of an airport authority may assert against a person dealing with the authority or against a person who acquired rights from the authority
(a) that the by-laws of the authority have not been complied with;
(b) that a person held out by the authority as a director, officer, agent or mandatary of the authority has not been duly appointed or is not authorized to exercise the powers and perform the duties that are customary in the activities of the authority or usual for a director, an officer, an agent or a mandatary; or
(c) that a document issued by any director, officer, agent or mandatary of the authority with actual or usual authority to issue the document is not valid.
Exception
(2) Subsection (1) does not apply in respect of a person dealing with the authority, or who acquired rights from the authority, who has, or ought to have, knowledge of a situation described in that subsection by virtue of their relationship with the airport authority.
Interest or right in entities
74. Except as otherwise permitted by this Act, an airport authority may not have an interest or a right in any entity.
Ownership Interests in Corporations
Ownership interests
75. (1) An airport authority may have an ownership interest in any corporation other than an air carrier if
(a) the corporation is primarily engaged in activities related to the operation, management, maintenance or development of airports;
(b) the corporation prepares annual financial statements;
(c) the corporation has a policy for the payment of dividends;
(d) an agreement referred to in section 80 has been entered into in respect of the corporation;
(e) in the case of a corporation that operates in Canada, the corporation is subject to a federal or provincial law of incorporation; and
(f) in the case of a corporation that carries on business at the airport authority’s principal airport, the corporation does not have an ownership interest in any entity.
Air carriers
(2) An airport authority may, on a short-term basis, have an ownership interest in an air carrier that is undergoing a financial reorganization, solely for the purpose of recovering amounts owed to the authority by the air carrier.
Subsidiaries
76. An airport authority shall ensure that its subsidiaries do not have an ownership interest in any entity except a corporation.
Ministerial direction
77. If, in the Minister’s opinion, an airport authority is in contravention of section 74, 75, 76, 79, 80 or 179 or in contravention of an approval made or given under section 81, the Minister may direct the authority to take any measures that the Minister considers necessary to bring the authority into compliance with that provision or approval, including requiring the authority to divest itself of any ownership interest in an entity.
Business transactions
78. (1) An airport authority shall not enter into a transaction or agreement with a corporation in which it has an ownership interest unless the transaction or agreement is on commercial terms.
Procurement of goods and services
(2) An airport authority may procure goods or services from such a corporation only if it does so by way of a competitive bidding process.
Maximum financial exposure
79. (1) An airport authority shall not acquire an ownership interest in a corporation or increase its financial exposure in a corporation in which it has an ownership interest if
(a) without taking the acquisition or increase into account, the total financial exposure of the authority in corporations in which it has an ownership interest exceeds 10% of the authority’s net assets at the end of the previous calendar year; or
(b) the acquisition or increase would cause the authority’s total financial exposure in corporations in which it has an ownership interest to exceed 10% of the authority’s net assets at the end of the previous calendar year.
Financial exposure
(2) For the purposes of subsection (1), the airport authority’s financial exposure in a corporation is the sum of the following:
(a) the positive or negative amount determined by subtracting, from the sum of the amount provided by the authority to the corporation in equity and the value of contributions in kind made by the authority to the corporation, the sum of any dividends received by the authority from the corporation and any proceeds received by the authority from the sale of shares of the corporation,
(b) the amount of any debt obligation owed to the authority by the corporation, including earned but unpaid interest,
(c) the amount of any debt obligation, including earned but unpaid interest, that has never been paid to the authority by the corporation but whose collection is no longer sought by the authority,
(d) 25% of the amount outstanding on any loans made by a third party to the corporation, including earned but unpaid interest, whose repayment is guaranteed by the authority,
(e) the amount of payments or the value of property provided in fulfilment of those guarantees, and
(f) any amounts paid or required to be paid by the authority in respect of the activities of the corporation, other than for the purchase by the authority of goods or services from the corporation, minus any amounts recovered by the authority.
Interpretation
(3) The amounts determined under paragraphs (2)(a), (c), (e) and (f) are aggregate amounts for the period beginning on the transfer date.
Development of lands
(4) The calculation of an airport authority’s total financial exposure does not include the authority’s financial exposure in a corporation whose sole purpose is to develop lands on the authority’s principal airport.
Indemnity
80. An airport authority shall not have an ownership interest in a corporation unless an agreement to indemnify the authority for any amounts that the authority is required to pay in respect of that corporation, other than amounts referred to in paragraphs 79(2)(a), (b) and (d), is signed by
(a) the corporation; or
(b) any other corporation in which the authority has an ownership interest, if that corporation itself has an ownership interest in the corporation.
Minister’s approval
81. (1) Subsection 79(1) does not apply in respect of the acquisition of an ownership interest in a corporation, or an increase in an airport authority’s financial exposure in a corporation in which it has an ownership interest, that is approved by the Minister.
Terms and conditions
(2) The terms and conditions to which an approval may be subject include limits on the airport authority’s financial exposure in the corporation.
Corporate Governance and Accountability
Board
Skills, knowledge and experience
82. The directors shall collectively have the skills, knowledge and experience, including the knowledge and experience in the aviation industry, that are necessary to carry out the duties of the board.
General duty
83. (1) The board of an airport authority is responsible for establishing the authority’s strategic direction, for taking major decisions for the authority and for overseeing the management of the authority’s business and affairs.
Duties that may not be delegated
(2) The board may not delegate, to a committee of the board or otherwise, the duty
(a) to adopt by-laws;
(b) to appoint or remove directors, the chief executive officer and the auditor and to fix their remuneration;
(c) to approve the responsibilities of the chief executive officer and the chairperson;
(d) to approve the responsibilities of committees of the board and to appoint directors to them;
(e) to approve plans for the orientation and training of the directors, the chief executive officer and the chairperson and to approve succession planning;
(f) to review the assessment of the principal risks to the airport authority and the measures proposed to manage those risks;
(g) to approve plans that the authority is required to prepare under this Act;
(h) to approve the methodology for determining fees;
(i) to approve the authority’s major policies, including policies on borrowing, on audits and on the distribution of airport traffic among airports or air terminal buildings operated by the authority;
(j) to approve financial statements, the annual budget, significant borrowings, the establishing or revising of fees, the acquisition of an interest in land or, in Quebec, a right relating to an immovable, the acquisition of an ownership interest in any corporation and any increase in financial exposure in a corporation, and any other major decisions;
(k) to periodically assess the performance of the board, the committees of the board, the directors and the chief executive officer; and
(l) to appoint the individual or firm conducting a performance review under section 192 or 193, to fix their remuneration and to approve the terms of reference for the review.
Non-application of subsection (2)
(3) If an airport authority defaults under a trust indenture that was in effect on June 15, 2006, subsection (2) does not prevent a trustee from exercising the duties that have been expressly delegated to the trustee by the airport authority under the trust indenture as it read on that day.
Number of directors
84. The board of an airport authority consists of a number of directors that is fixed in the authority’s by-laws and that number shall not be less than nine or more than 15.
Election of chairperson
85. (1) The board of an airport authority shall elect a chairperson from among its members for a term not exceeding two years. The chairperson’s term may be renewed more than once.
Limitation
(2) A director who is also the airport authority’s chief executive officer may not be the chairperson.
Chairperson — other offices
(3) The chairperson may not be a director or chief executive officer of a corporation in which the airport authority has an ownership interest.
Appointment, Removal and Resignation of Directors
Term of office
86. (1) The directors are appointed to hold office during good behaviour for terms of not more than three years, which shall be staggered so that the number of terms that expire in a year is, as much as possible, the same from year to year.
Total years in office
(2) No person shall hold office as a director of any given airport authority for more than nine years in their lifetime. However, the period that a person held office as director before the transfer date shall not be counted.
Exception
(3) Despite subsection (2), one director of any given airport authority may hold office for more than nine years but not for more than 12 years.
Appointments by Minister
87. The Minister shall appoint two directors.
Nominations — province
88. The airport authority’s by-laws shall
(a) provide that one director is to be appointed by the board from candidates nominated by the government of the province in which the authority’s principal airport is located;
(b) provide for the number of candidates that the government of that province is required to nominate for that office; and
(c) provide for the process to be followed if that government, on being notified of a vacancy under subsection 96(1), does not nominate candidates in accordance with this Act and the by-laws.
Nominations — regional authorities and municipalities
89. (1) The airport authority’s by-laws shall provide for a number of not less than two and not more than five directors to be appointed by the board from candidates nominated by regional authorities or municipalities that are designated by the by-laws as nominating bodies. The nominating bodies designated by the by-laws shall include
(a) the municipality in which the principal airport is located; and
(b) the principal municipality served by the principal airport, if it is not the municipality in which the airport is located.
Appointment of local residents
(2) The board shall appoint, from the candidates nominated,
(a) at least one director from persons who reside in the municipality in which the principal airport is located; and
(b) at least one director from persons who reside in the principal municipality served by the principal airport, if it is not the municipality in which the airport is located.
Nominations — non-governmental organization
90. (1) The airport authority’s by-laws shall provide for a number of not less than two and not more than five directors to be appointed by the board from candidates nominated by non-governmental organizations that are designated by the by-laws as nominating bodies.
Designated organizations
(2) The designated organizations shall be chosen from at least two of the following:
(a) an economic organization;
(b) a community organization;
(c) a provincial association of lawyers, notaries, engineers or accountants;
(d) a labour organization, other than a bargaining agent for any employees of the airport authority or an air carrier; and
(e) the national association of domestic air carriers, in the case of an airport authority that does not operate a principal airport that meets a passenger threshold of two million.
Directors appointed
(3) The directors shall be appointed by the board from candidates nominated by designated organizations and shall be chosen from at least two of the organizations and associations referred to in paragraphs (2)(a) to (d) or, in the case of an airport authority that does not operate a principal airport that meets a passenger threshold of two million, paragraphs (2)(a) to (e).
Number of entities to be designated
91. The number of entities designated as nominating bodies under section 89 or 90 may exceed the number of directors that are to be appointed under that section.
Nominations — national association of domestic air carriers
92. (1) The by-laws of an airport authority that operates a principal airport that meets a passenger threshold of two million but does not operate a principal airport that meets a passenger threshold of 10 million shall designate the national association of domestic air carriers as a nominating body and provide for one director to be appointed by the board from the candidates nominated by that association.
Nominations — national association of domestic air carriers
(2) The by-laws of an airport authority that operates a principal airport that meets a passenger threshold of 10 million shall designate the national association of domestic air carriers as a nominating body and provide for two directors to be appointed by the board from the candidates nominated by that association.
Maximum number
93. No more than three directors who have been nominated by the same nominating body may serve on a board at any time.
Consent
94. An entity may become a nominating body under sections 89, 90 or 92 only with its consent and may cease to be a nominating body by resigning.
Appointment of other directors
95. (1) The directors appointed under sections 87 to 90 and section 92 may appoint up to three other directors who have the particular skills, knowledge or experience needed by the board to carry out its duties.
Chief executive officer
(2) The chief executive officer may be appointed as a director only in accordance with subsection (1).
Successors
(3) The board shall appoint the successors for any directors appointed under subsection (1).
Providing information in case of vacancy
96. (1) At least three months before the expected date of a vacancy on the board or, in the case of an unexpected vacancy, without delay after it occurs, an airport authority shall, if the vacancy is in respect of an office for which the Minister makes the appointment, notify the Minister or shall, if the vacancy is in respect of an office for which nominating bodies are authorized to nominate candidates, notify those nominating bodies. The notification shall set out the qualifications required for becoming a director and the particular skills, knowledge and experience needed by the board at that time.
Consultation
(2) Before nominating a person to be a director, the nominating bodies shall consider the information contained in the notification and consult with the governance committee established by the board under section 124.
By-laws — nomination of candidates
97. The airport authority’s by-laws shall
(a) provide for the number of candidates that a nominating body designated under section 89, 90 or 92 is required to nominate for each office for which that body is authorized to nominate candidates; and
(b) provide a process to be followed to appoint a director if the nominating bodies authorized to nominate candidates for that office, on being notified of a vacancy under subsection 96(1), do not nominate a candidate that, in the board’s opinion, meets the qualifications, skills, knowledge and experience set out in the notification.
Cessation as nominating body
98. (1) A nominating body designated under section 89 or 90 that does not exercise its power to nominate in respect of two consecutive vacancies ceases to be a nominating body, if it has been notified of each of those vacancies under subsection 96(1).
Exception
(2) Subsection (1) does not apply to a nominating body that is a municipality in which the principal airport is located or that is the principal municipality served by the principal airport.
Insufficient number of directors
99. If the number of directors on a board is less than nine for a period of three months, the Minister may appoint the number of directors required to bring that number to nine. The appointments are for a term of one year.
Information session
100. Before a person takes office as a director, the airport authority shall conduct an information session, which the person shall attend, on the authority’s objects and obligations, the Minister’s role and the director’s powers, duties and functions, including duties imposed by any law and the authority’s by-laws.
Removal by Minister
101. (1) The Minister may remove, for cause, any director whom the Minister has appointed.
Removal by board
(2) The board may remove, for cause, any director whom it has appointed, by means of a resolution approved by two thirds of the board excluding the director in question.
Resolution requiring removal by Minister
102. (1) The Minister shall remove any director whom the Minister has appointed, if the board determines, by means of a resolution approved by two thirds of the board excluding the director in question, that the director
(a) ceases to be eligible under section 105;
(b) has breached the conflict of interest rules contained in the by-laws; or
(c) has disclosed confidential information contrary to the by-laws.
Resolution requiring removal by board
(2) The board shall remove any director whom it has appointed if the board determines, by means of a resolution approved by two thirds of the board excluding the director in question, that any of paragraphs (1)(a) to (c) apply in respect of the director.
Resignation
103. (1) A director may resign by sending a letter of resignation to the chairperson of the board.
Effective date of resignation
(2) A director’s resignation becomes effective on the day on which the letter of resignation is received by the chairperson or on the day specified in the letter of resignation, whichever is later.
Copy
(3) The director shall also send a copy of their letter of resignation without delay to the Minister, if the Minister made the appointment, or to their nominating body, if any.
Director’s statement
104. (1) A director of an airport authority is entitled to submit to the authority a written statement giving reasons for resigning or for opposing their removal.
Copy
(2) The airport authority shall without delay send a copy of the statement to the Minister and all nominating bodies.
Immunity
(3) No airport authority or person acting on its behalf incurs any liability by reason only of complying with subsection (2).
Ineligibility for Office of Director
Ineligible persons
105. (1) A person is not eligible to hold office as a director of an airport authority if the person
(a) is not independent within the meaning of subsections (2) to (4);
(b) is the spouse, the common-law partner or a child of a director of the authority or is a child of such a director’s spouse or common-law partner;
(c) is neither a Canadian citizen, nor a permanent resident within the meaning of subsection 2(1) of the Immigration and Refugee Protection Act;
(d) maintains their principal residence outside Canada;
(e) is less than 18 years of age;
(f) has been declared incompetent by a court in Canada or elsewhere; or
(g) has the status of an undischarged bankrupt.
Relationships or interests
(2) A person is not independent if the person has a relationship or interest that, in the board’s opinion, interferes with, or gives the appearance of interfering with, the person’s ability to act in the airport authority’s best interests.
Senators and elected officials
(3) A person is not independent if they are, or within the two years before their appointment have been,
(a) a member of the Senate, the House of Commons or the legislature of a province; or
(b) an elected official of a regional authority or municipality.
Other grounds
(4) A person is not independent if they are, or within the year before their appointment have been,
(a) an employee or agent of Her Majesty in right of Canada or a province, or an employee or agent of a federal or provincial Crown corporation;
(b) an employee of a regional authority or municipality;
(c) a director, officer or employee of an air carrier;
(d) a director, officer or employee of a labour organization that is a bargaining agent for employees of the airport authority or an air carrier;
(e) an officer, other than the chief executive officer, or employee of the airport authority;
(f) a shareholder of a corporation in which the airport authority has an ownership interest;
(g) a director, officer or employee of another airport authority;
(h) in receipt of remuneration or financial benefit from the airport authority, other than any remuneration or financial benefit received in their capacity as a director or chief executive officer; or
(i) a spouse or common-law partner of any person referred to in subsection (3) or in any of paragraphs (a) to (h).
Exemption from paragraphs (1)(b) and (4)(i)
(5) The Minister may exempt a person from the application of paragraphs (1)(b) and (4)(i) if, in the Minister’s opinion, the person’s exercise of the powers, duties and functions of a director is unlikely to be affected by the spousal, common-law or parent-child relationship in question.
Limitation on other directorships
106. An airport authority shall ensure that a majority of the directors of the airport authority are not directors or officers of any of the corporations in which the authority has an ownership interest.
Duties, Liabilities and Indemnification of Directors and Officers
Duty of care
107. (1) Directors and officers of an airport authority shall, in exercising their powers and carrying out their duties and functions,
(a) act honestly and in good faith with a view to the authority’s best interests; 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 officer of an airport authority shall comply with this Act and the airport authority’s by-laws.
No exculpation
(3) No provision in a contract, the by-laws or a resolution of the board or a committee of the board relieves a director or an officer from the duty to act in accordance with this Act or a direction, order or approval made or given under this Act, or relieves them from liability for a failure to comply with this Act or the direction, order or approval.
No duty to Minister or nominating body
(4) In carrying out their duties and functions, directors appointed by the Minister have no duty toward, and do not represent the interests of, the Minister, and directors nominated by a nominating body have no duty toward, and do not represent the interests of, the nominating body.
Directors — good faith
108. (1) A director is considered to have discharged their duty under subsection 107(1) if the director has relied in good faith on
(a) the airport authority’s financial statements that are represented to the director by the authority’s chief executive officer or chief financial officer or in a written report of the authority’s auditor as fairly reflecting the authority’s financial condition; or
(b) a report by a person whose profession lends credibility to a statement made by them.
Directors — reasonable diligence
(2) A director is considered to have complied with subsection 107(2) if the director has exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on a document described in paragraph (1)(a) or (b).
Officers — good faith
109. (1) An officer is considered to have discharged their duty under subsection 107(1) if the officer has relied in good faith on a report by a person whose profession lends credibility to a statement made by them.
Officers — reasonable diligence
(2) An officer is considered to have complied with subsection 107(2) if the officer has exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on a report by a person whose profession lends credibility to a statement made by them.
Independent advice
110. The board or a director may, in accordance with the airport authority’s by-laws and at the authority’s expense, retain the services of a professional who is independent from the authority to enable the board or director to exercise their powers and carry out their duties and functions.
Insurance
111. An airport authority may purchase and maintain insurance for the benefit of present or former directors or officers against any liability incurred by them in their capacity as directors or officers of the authority.
Indemnification
112. (1) An airport authority may indemnify its present or former directors or officers against all costs, including an amount paid to settle an action or satisfy a judgment, that are reasonably incurred in respect of any civil, criminal, administrative, investigative or other proceeding in which they are involved by reason of being or having been a director or officer of the authority.
Limitation
(2) An airport authority may not indemnify a person under subsection (1) unless the person
(a) acted honestly and in good faith with a view to the best interests of the authority; and
(b) had, in the case of a criminal or administrative action or proceeding that is enforced by a fine or an administrative monetary penalty, as the case may be, reasonable grounds for believing that their conduct was lawful.
Right to indemnity
(3) Despite subsection (1), a person referred to in that subsection is entitled to an indemnity from the airport authority in respect of all costs reasonably incurred by the person in connection with the defence of any civil, criminal, administrative, investigative or other proceeding to which they are subject by reason of being or having been a director or officer, if the person seeking the indemnity
(a) was not judged by the court or other competent authority to have committed any wrong or to have omitted to do anything that they ought to have done; and
(b) fulfils the conditions set out in subsection (2).
Advance of costs
(4) An airport authority may advance money to a person referred to in subsection (1) for the costs of a proceeding referred to in that subsection. The person shall repay the money if they do not fulfil the conditions set out in subsection (2).
Application to court
113. (1) An airport authority or a person referred to in subsection 112(1) may apply to a court for an order approving an indemnity under section 112, and the court may so order and make any further order that it sees fit.
Notice
(2) On an application under subsection (1), the court may order notice to be given to any interested person and the person is entitled to appear and be heard.
Directors’ liability
114. Directors of an airport authority who vote for or consent to a resolution authorizing the application of revenues, or a distribution of any surplus of the authority, contrary to section 63, or the payment of an indemnity contrary to section 112, are jointly and severally, or solidarily, liable to restore to the authority any amounts so distributed or paid and not otherwise recovered by the authority.
Directors’ liability
115. Directors of an airport authority who vote for or consent to a resolution authorizing the issue of a bond, debenture or other debt obligation for a consideration consisting of property or past services are jointly and severally, or solidarily, liable to the authority to make good any amount by which the consideration received is less than the fair equivalent of the money that the authority would have received if that debt obligation had been issued for money on the date of the resolution.
Meetings
Minutes
116. The board and each committee of the board shall keep minutes of their meetings, which include all resolutions taken at the meetings.
Calling of meetings
117. (1) The chairperson may call a meeting of the board at any time. The board shall also meet if the chairperson receives a request from one third of the directors or if a meeting is requested under section 187.
Frequency of meetings
(2) The board shall meet at least four times a year.
Quorum
118. A majority of the number of the board’s directors fixed by the by-laws constitutes a quorum of the board and a majority of the number of the members of a committee of the board fixed by the by-laws constitutes a quorum of the committee.
Chief executive officer
119. If the airport authority’s chief executive officer is not a director, they may attend meetings of the board and, at the request of the chairperson, shall do so.
Exclusion of chief executive officer
120. The board may exclude the chief executive officer from attending meetings of the board — whether or not the chief executive officer is a director — when the board is discussing the performance or compensation of the chief executive officer or when the board considers that it is necessary to preserve its independence from the chief executive officer.
Participation by telephone, etc.
121. (1) Participation in a meeting of the board or a committee of the board may be by means of telephonic, electronic or other communication facilities that permit all participants to communicate adequately with each other during the meeting. The participants are deemed for the purposes of this Act to be present at that meeting.
Exception
(2) Subsection (1) does not apply to a mandatory meeting referred to in subsection 117(2), 125(5) or 128(2) unless the number of directors physically present at that meeting constitutes a quorum and does not apply to a meeting requested under section 187 unless subsection 187(2) is respected.
Resolution in lieu of meeting
122. (1) A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of the board or a committee of the board, is as valid as if it had been passed at a meeting of the board or committee.
Filing of resolution
(2) The resolution shall be kept with the minutes of the meetings of the board or that committee.
Dissent
123. (1) A director who is present at a meeting of the board or a committee of the board is deemed to have consented to any resolution passed and action taken at the meeting unless the director
(a) requests a dissent to be entered in the minutes of the meeting, or the dissent has been entered in the minutes;
(b) sends a written dissent to the secretary of the meeting before the meeting is adjourned; or
(c) sends a dissent by registered mail or delivers it to the office referred to in section 53 without delay 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.
Dissent of absent director
(3) A director who was not present at a meeting of the board or a committee of the board at which a resolution was passed or action taken is deemed to have consented to it unless within seven days after becoming aware of the resolution or 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 office referred to in section 53.
Excluded director
(4) Despite subsection (3), a director who is excluded from a meeting of the board or a committee of the board at which a resolution was passed or action taken is not deemed to have consented to it.
Committees
Establishment of committees of the board
124. The board of an airport authority shall establish a governance committee and an audit committee and may establish any other committees that it considers necessary to fulfil its duties.
Governance committee
125. (1) The governance committee consists of a number of directors that is less than a majority of the directors of the board fixed by the by-laws but is not less than three.
Chief executive officer
(2) A director who is also the chief executive officer of the airport authority may not be a member of the governance committee.
Duties
(3) The duties of the governance committee include
(a) reviewing the airport authority’s corporate governance policies;
(b) reviewing the corporate governance of the authority, including the effectiveness of the board, the other committees of the board and individual directors;
(c) identifying the skills, knowledge and experience requirements for the board as a whole;
(d) in the case of a vacancy on the board
(i) identifying the skills, knowledge and experience required of the person who will fill the vacancy, and
(ii) if the vacancy is in respect of an office for which the Minister makes the appointment, communicating those requirements to the Minister, or, if the vacancy is in respect of an office for which one or more nominating bodies are authorized to nominate candidates, communicating those requirements to those nominating bodies;
(e) consulting with each nominating body on the qualifications of the persons being considered by that body as candidates for nomination as director; and
(f) recommending to the board an orientation program for new directors and a succession plan for directors and the chief executive officer.
Calling of meetings
(4) The chairperson of the governance committee may call a meeting of the committee at any time, but shall call a meeting at the request of a member of the committee.
Frequency of meetings
(5) The governance committee shall meet at least four times a year.
Audit committee
126. (1) The audit committee consists of a number of directors that is less than a majority of the directors of the board fixed by the by-laws but is not less than three.
Chief executive officer
(2) A director who is also the chief executive officer of the airport authority may not be a member of the audit committee.
Members’ qualifications
(3) The members of the audit committee shall be familiar with basic accounting principles and be able to read and understand financial statements.
Chairperson
(4) The chairperson of the board may not be the chairperson of the audit committee.
Duties
127. The duties of the audit committee include
(a) reviewing the airport authority’s accounting policies;
(b) providing an assessment of the financial risks to the airport authority and recommendations to the board regarding the management of those risks;
(c) reviewing the implementation by management of an effective system of internal controls;
(d) reviewing the authority’s financial statements and providing recommendations to the board regarding those statements;
(e) determining whether an auditor or a candidate for the position of auditor is independent, in particular by examining any existing or past relationship, whether contractual or otherwise, between the auditor or candidate and the authority or any corporation in which the authority has an ownership interest;
(f) making recommendations to the board regarding the appointment, removal and remuneration of the auditor;
(g) approving the scope of internal and external audits and approving non-audit services to be performed for the authority by the auditor; and
(h) reviewing the findings of the internal and external audits and management’s response to them, making recommendations to the board regarding the findings and response and reviewing the implementation of any of the board’s decisions regarding the committee’s recommendations.
Calling of meetings
128. (1) The chairperson of the audit committee may call a meeting of the committee at any time, but shall call a meeting at the request of the auditor or a member of the committee.
Frequency of meetings
(2) The audit committee shall meet at least four times a year.
Mandatory attendance
(3) The auditor shall attend any meeting of the audit committee held during the auditor’s term of office if so requested by a member of the committee.
Right to be heard
(4) The auditor has the right to attend and to be heard at every meeting of the audit committee except when the audit committee is discussing the auditor’s performance or compensation.
Copy of resolution
(5) If the audit committee adopts a resolution under section 122, the committee shall give the auditor a copy of it without delay.
Auditor
Appointment of auditor
129. (1) The board of an airport authority shall appoint an individual or a firm of accountants as auditor for the authority to hold office for a renewable term of one year.
Vacancy
(2) The board shall without delay fill a vacancy in the office of auditor.
Auditor’s qualifications
130. (1) An auditor who is an individual shall
(a) be a member in good standing of an institute or association of accountants incorporated under provincial law;
(b) be a participant in the Canadian Public Accountability Board oversight program, or a similar program of any successor organization;
(c) have at least five years’ experience at a senior level in conducting audits;
(d) not be subject to any influence, interest or relationship that may impair, or be perceived to impair, the auditor’s independence or objectivity in conducting the audit; and
(e) meet the standards for independence established by the Canadian Institute of Chartered Accountants for auditors who perform audits of corporations whose securities are publicly traded.
Firm of accountants
(2) An auditor that is a firm of accountants shall
(a) meet the requirements of paragraphs (1)(b), (d) and (e);
(b) designate an individual who meets the requirements of paragraphs (1)(a) and (c) to (e) to conduct the audit; and
(c) disclose, before becoming the auditor, the name of any partner, associate or employee of the firm who provides similar services and who does not meet the requirements of paragraph (1)(d) or (e).
Maximum period
131. (1) An individual may not exercise the functions of auditor for more than five consecutive years. A firm of accountants may not exercise the functions of auditor for more than 10 consecutive years, and an individual designated to conduct an audit under paragraph 130(2)(b) may not exercise their functions as the designated individual for more than five consecutive years.
Waiting period
(2) An individual may only be reappointed as auditor three or more years after the day on which the individual ceases to exercise their functions as auditor. A firm of accountants may only be reappointed as auditor five or more years after the day on which the firm ceases to exercise its functions as auditor, and an individual designated to conduct an audit under paragraph 130(2)(b) may only be re-designated three or more years after the day on which the individual ceases to exercise their functions as the designated individual.
Conflict of Interest
Conflict with authority’s interests
132. Directors and officers of an airport authority may not allow any interests that they have, or any interests that, to the best of their knowledge after having made reasonable inquiries, a related person has, to conflict with or give rise to the appearance of a conflict with the authority’s interests.
Disclosure requirements
133. (1) Directors and officers of an airport authority shall, without delay, disclose in writing to the authority the nature and extent of any interest that they have, or any interests that, to the best of their knowledge after having made reasonable inquiries, a related person has, in a transaction that is proposed, on-going or completed with the authority. If disclosure is made at a meeting of the board, it shall be entered in the minutes of that meeting and if disclosure is not made at a meeting, it shall be entered into the minutes of the next meeting.
Directors appointed by the Minister
(2) Directors appointed by the Minister shall disclose to the Minister the nature and extent of any interest that they are required to disclose to the airport authority under subsection (1).
Conflict of interest rules
134. (1) The conflict of interest rules contained in an airport authority’s by-laws shall establish procedures for the disclosure, by directors and officers, of interests that they, or related persons, have that conflict with or may give rise to the appearance of a conflict with the authority’s interests, including the time and manner of disclosure and the consequences of disclosure or non-disclosure. The rules shall also prohibit a director from participating in discussions related to any matter, or from voting on any matter, in relation to which they have or, to the best of their knowledge after having made reasonable inquiries, a related person has, an interest that gives rise to a conflict or the appearance of a conflict with the authority’s interests.
Gifts
(2) The conflict of interest rules shall establish procedures for directors and officers to report to the board any gifts that they, or related persons, have received or have been offered which may give rise to the appearance of a conflict, including gifts of goods, services, benefits, hospitality and promises of a favour.
Conflict of interest declaration
135. Every director and officer of an airport authority shall, before they take office as a director or officer and then at each of the following times, provide a written declaration to the board acknowledging that they have read the conflict of interest rules contained in the authority’s by-laws and that, to the best of their knowledge after having made reasonable inquiries, they are in compliance with them:
(a) within 30 days after the authority files its first by-laws with the Minister;
(b) within 30 days after any amendment to the rules; and
(c) within 30 days after the beginning of each calendar year.
Fees
Imposition of Fees
Airport authority
136. Only an airport authority may impose fees in respect of a principal airport.
Fee information
137. An airport authority shall make available to anyone on request, and post on its website, if it has one, the following information:
(a) the amount of each fee;
(b) the conditions under which persons become subject to each fee;
(c) the method used to collect each fee; and
(d) the use of revenues generated by each passenger fee.
Establishing or increasing fees
138. (1) If an airport authority proposes to establish or increase a fee in respect of a principal airport that does not meet a passenger threshold of two million or in respect of any airport set out in column 3 of the schedule opposite its name that meets a passenger threshold of 300,000, the authority shall
(a) ensure that any differences in the fee among users of particular facilities and services are based on objective criteria that are applied in the same manner to all users;
(b) ensure that the fee does not differentiate among users on the basis of their nationality;
(c) if it is an aeronautical fee, ensure that it is structured in such a way that an aircraft operator would not, for the purpose of avoiding the fee, be encouraged to engage in practices that would adversely affect aviation safety or security;
(d) inform aircraft operators and the public in the region served by the airport of the proposal and explain how the fee has been determined, including its relationship to the authority’s financial requirements;
(e) provide opportunities for aircraft operators and the public in the region served by the airport to obtain additional information about the proposal and to express their views on it;
(f) consider the views that have been expressed; and
(g) inform aircraft operators, and the public in the region served by the airport, of its decision in respect of the proposal.
Reduction or elimination
(2) The airport authority shall inform aircraft operators and the public in the region served by the airport of any reduction in or elimination of a fee.
Application
Sections 140 to 173
139. Sections 140 to 173 apply to an airport authority in respect of a principal airport operated by the authority that meets a passenger threshold of two million.
Charging Principles
Charging principles for fees
140. (1) Every airport authority shall observe the following charging principles when establishing or revising fees:
(a) fees shall be consistent with the authority’s methodology for determining fees, once one is established under section 141;
(b) any differences in fees among users of particular facilities and services shall be based on objective criteria that are applied in the same manner to all users;
(c) fees shall not differentiate among users on the basis of their nationality;
(d) aeronautical fees shall not be set at a level that, based on reasonable and prudent projections of revenues and financial requirements, would generate revenues exceeding the portion of the financial requirements that is to be met from those fees; and
(e) aeronautical fees shall be structured in such a way that an aircraft operator would not, for the purpose of avoiding a fee, be encouraged to engage in practices that would adversely affect aviation safety or security.
Change in unit of measurement
(2) A change in the unit of measurement of a fee is deemed to be an increase in a fee.
Methodology for Determining Fees
Methodology
141. An airport authority shall establish a methodology for determining fees before the first anniversary of the day on which this section becomes applicable to it. The authority may revise the methodology at any time.
Contents
142. (1) The methodology shall explain how the airport authority will determine
(a) its financial requirements; and
(b) the portion of the financial requirements that is to be met from aeronautical fees and the portion that is to be met from passenger fees.
Aeronautical fees
(2) In the case of aeronautical fees, the methodology shall
(a) list each fee;
(b) describe the unit of measurement to be used for each fee and the rationale for the use of that unit;
(c) explain how each fee is to be set, including how it will relate, individually or in combination with other aeronautical fees, to the whole or any part of the portion of the financial requirements that is to be met from aeronautical fees; and
(d) describe the rationale for the use of different fees, or for any differences in a fee, in respect of particular facilities and services.
Passenger fees
(3) In the case of passenger fees, the methodology shall explain how the fee relates to the funding of expenditures for purposes referred to in section 157 and provide the rationale for any differences in a fee.
Other charges imposed on air carriers
143. An airport authority shall also explain how it determines any charges, other than fees, that it imposes on air carriers.
Notice of Proposals
Notice of proposal
144. An airport authority shall give notice of any proposal to establish or revise its methodology for determining fees or to establish or increase a fee.
Adjustment
145. A proposal to establish or increase a fee may provide for the fee’s adjustment once within six months after it is established or increased, by the application of a mathematical formula that is set out in the notice. For the purposes of this Act, the adjustment is considered to be part of the establishment of, or increase in, the fee.
Content of notice
146. (1) The notice shall include
(a) a summary of the proposal and a justification in relation to each of the charging principles;
(b) the date, time and place of meetings on the proposal; and
(c) an explanation of how representations on the proposal may be made and the deadline for receiving them.
Passenger fee notices
(2) A notice to establish or increase a passenger fee shall also include
(a) a description of the purposes for which revenues from the fee are to be used, including a forecast of the amount of money required for those purposes during the 10-year period following the establishment or increase;
(b) a forecast of the revenues from the fee during the period; and
(c) an estimate of the period for which the fee will be required for the purposes referred to in paragraph (a).
Copy of notice
147. (1) The airport authority shall send a copy of the notice to
(a) air carriers operating at the principal airport and organizations representing them; and
(b) every person who has, at least 10 days before the notice is sent, notified the authority of their desire to receive notices or announcements respecting fees.
Website
(2) The airport authority shall post the notice on its website.
Passenger fees — postings
(3) In the case of a passenger fee, the airport authority shall also post, in prominent places in every air terminal building at the principal airport, statements indicating that a copy of the notice is posted on the authority’s website and is also available from the authority on request.
Obligation to publicize through local media
(4) The airport authority shall, after meeting the requirements set out in subsections (1) to (3), publicize through local media — including each daily newspaper published and circulated in the principal municipality served by the authority’s principal airport — the information that the notice is available from the authority on request and is also posted on the authority’s website.
Consultations and Representations
Information
148. An airport authority shall provide to anyone, on request, any information that it is reasonable to believe would assist them in understanding a proposal to establish or revise the authority’s methodology for determining fees, or to establish or increase a fee, and in making representations on the proposal.
Meeting with air carriers
149. (1) An airport authority shall invite, in writing, the air carriers operating at the principal airport to a meeting, to be held at least 30 days before the deadline for receiving representations on the proposal, to explain the proposal, answer questions and obtain the air carriers’ views on it.
Public meeting
(2) If the proposal is to establish or increase a passenger fee, the airport authority shall also hold a public meeting, at least 30 days before the deadline for receiving representations, to explain the proposal, answer questions and obtain the views of persons who are present at the meeting.
Representations
150. Representations on proposals shall be made in writing. The deadline for the receipt of representations — as set out in the notice of the proposal — shall be at least the following number of days after the authority meets its obligation under subsection 147(4) to publicize in daily newspapers the information relating to the notice:
(a) in the case of a proposal to establish or revise a methodology for determining fees, 90 days; and
(b) in the case of a proposal to establish or increase a fee, 60 days.
Announcements
Announcement — methodology or fee
151. An airport authority shall, after considering any representations received before the applicable deadline, announce its methodology for determining fees or announce the fee being established or increased, as the case may be.
Methodology announcement — contents
152. The announcement of the methodology for determining fees shall include
(a) a statement of the methodology;
(b) a justification of the methodology that demonstrates its conformity with each of the charging principles; and
(c) a justification of any substantial differences between any representations received and the methodology.
Fees announcement — contents
153. The announcement of a fee shall include
(a) the date that the fee is to take effect, if it is known;
(b) a justification of the fee in relation to each of the charging principles;
(c) a justification of any substantial differences between the representations received and the fee;
(d) in the case of a passenger fee, the information referred to in subsection 146(2); and
(e) the manner in which the fee may be appealed to the Agency.
Copy of announcement
154. (1) The airport authority shall send a copy of the announcement to
(a) air carriers operating at the principal airport and organizations representing them;
(b) every person who has, at least 10 days before the announcement is sent, notified the authority of their desire to receive notices or announcements respecting fees; and
(c) anyone who has made representations in respect of the proposal to which the announcement relates.
Website
(2) The airport authority shall post the announcement on its website.
Passenger fees — postings
(3) In the case of a passenger fee, the airport authority shall also post, in prominent places in every air terminal building at the principal airport, statements indicating that a copy of the announcement is posted on the authority’s website and is also available from the authority on request.
Obligation to publicize through local media
(4) The airport authority shall, after satisfying the requirements set out in subsections (1) to (3), publicize through local media — including each daily newspaper published and circulated in the principal municipality served by the authority’s principal airport — the information that the announcement is available from the authority on request and is also posted on the authority’s website.
Reduction or elimination of fees
155. An airport authority shall inform aircraft operators and the public in the region served by the principal airport of any reduction in or elimination of a fee.
Effective Date of Fees
Aeronautical fee
156. (1) An airport authority may only establish or increase an aeronautical fee 10 or more days after the day on which the authority meets its obligation under subsection 154(4) to publicize in daily newspapers the information relating to the announcement.
Passenger fee
(2) An airport authority shall not establish or increase a passenger fee before the appeal period referred to in subsection 163(1) expires or, in the case of an appeal, before the day on which it is dismissed by the Agency.
Fee information
(3) An airport authority may only establish or increase a fee after informing the persons and organizations referred to in subsection 154(1) of the date on which the fee or increase in the fee, as the case may be, takes effect.
Additional Provisions — Passenger Fees
Use of revenues
157. (1) An airport authority may only use the revenues from a passenger fee for the following purposes:
(a) the construction, replacement or improvement, on the principal airport, of
(i) facilities for the landing, taking off, movement or parking of aircraft,
(ii) facilities for the refuelling and de-icing of aircraft,
(iii) an air terminal building and the facilities that support its operation,
(iv) a road network, or a public transportation system, serving that airport,
(v) facilities for airport security and emergency services,
(vi) garages for airport maintenance vehicles, or
(vii) facilities for the parking of motor vehicles;
(b) the alteration, removal or rebuilding of any facility in order to construct, replace or improve a facility referred to in paragraph (a);
(c) environmental protection or remediation in respect of a facility referred to in paragraph (a);
(d) the acquisition of any vehicle or information technology system necessary for the operation, on the principal airport, of an air terminal building or facilities for the landing, taking off, movement or parking of aircraft;
(e) the acquisition of an interest in land or, in Quebec, of a right relating to an immovable, if the acquisition is necessary for the operation or development, on the principal airport, of an air terminal building, parking facilities abutting an air terminal building or facilities for the landing, taking off, movement or parking of aircraft; and
(f) the collection of the passenger fee.
Ministerial approval
(2) An airport authority may, with the Minister’s approval, also use the revenues from a passenger fee for the following purposes:
(a) the acquisition of an interest in land or, in Quebec, of a right relating to an immovable, if the acquisition is necessary for the development of a road network whose sole purpose is to serve the principal airport;
(b) the construction, replacement or improvement of facilities for the landing, taking off, movement or parking of aircraft at an airport set out in column 3 of the schedule opposite the authority’s name, if the construction, replacement or improvement will benefit users of the principal airport; and
(c) the development of an airport other than one that is set out in the schedule opposite the authority’s name.
Payment of interest
(3) The use of revenues from a passenger fee to pay interest on debt incurred for a purpose referred to in this section is considered to be use of the revenues for that purpose.
Information — existing passenger fee
158. In respect of a passenger fee that is in existence on the day on which this section becomes applicable to an airport authority, the authority shall, within one year after that day, provide the following information to air carriers, to the organizations representing them and to the public in the region served by the principal airport:
(a) a description of the purposes for which revenues from the fee are to be used, including a forecast of the amount of money required for those purposes during the 10-year period following the day on which this section becomes applicable to the authority;
(b) a forecast of the revenues from the fee during the period; and
(c) an estimate of the period for which the fee will be required for the purposes referred to in paragraph (a).
Elimination of fee
159. An airport authority shall eliminate a passenger fee when the fee is no longer required for the purposes referred to in paragraph 146(2)(a) or 158(a), as the case may be.
Appeals
Grounds of appeal
160. (1) The establishment of, or increase in, a fee may be appealed to the Agency on the ground that an airport authority, in establishing or increasing the fee, did not have a methodology for determining fees or did not comply with a charging principle or a requirement under any of sections 144 to 156.
Who may appeal
(2) Any person may appeal in respect of a passenger fee, but only an aircraft operator who is subject to an aeronautical fee may appeal in respect of that fee on a ground referred to in subsection (1).
Limitation
(3) An appeal on the ground that an airport authority did not have a methodology or did not comply with a charging principle may be made only if
(a) the appellant has made a representation to the authority to that effect;
(b) the fee announced by the authority is higher than the fee described in the notice for the fee, or is based on a different unit of measurement; or
(c) the airport authority does not meet the requirements set out in section 147.
Additional ground of appeal — aeronautical fees
161. (1) An aircraft operator may appeal the establishment of, or increase in, an aeronautical fee, regardless of whether the aircraft operator is subject to the fee, on the ground that any aeronautical fee that took effect before the earlier of the date of the announcement of the methodology for determining fees and the expiry of the period for establishing the methodology does not comply with a charging principle.
Limitation
(2) An appeal may be made on the ground referred to in subsection (1) only if
(a) the appellant has made a representation to the authority in respect of that ground; or
(b) the airport authority does not meet the requirements set out in section 147.
Subsequent appeals
(3) An appeal may be made on the ground referred to in subsection (1) until either
(a) the authority establishes or increases an aeronautical fee after the earlier of the date of the announcement of its methodology and the expiry of the period for establishing a methodology, and that establishment or increase has not been appealed on that ground; or
(b) all appeals filed on that ground in respect of one of the authority’s aeronautical fees are dismissed by the Agency.
No appeal
162. No appeal may be brought in respect of the establishment of, or increase in, a fee on a ground referred to in subsection 160(1) or 161(1) if the fee or increase in the fee, as the case may be, takes effect before the earlier of the date of the announcement of the methodology and the expiry of the period for establishing the methodology.
Filing of appeal
163. (1) The appeal may be filed no later than 30 days after the day on which the airport authority meets its obligation under subsection 154(4) to publicize in daily newspapers the information relating to the announcement.
Written appeal
(2) The appeal shall be in writing and set out the grounds for appeal. The appellant shall file the appeal with the Agency and, on the same day, send a copy to the airport authority.
Filing with Agency
164. The Agency may require an airport authority to file, with respect to the fee being appealed,
(a) a copy of any notice, announcement or statement;
(b) a list of the persons and organizations to whom the notices or announcements were sent;
(c) a certificate signed by the chief executive officer that the authority has met the requirements for notices, announcements and statements; and
(d) evidence that the authority has fulfilled its obligations under subsections 147(4) and 154(4) to publicize in local media.
Joining of appeals
165. The Agency may join two or more appeals.
Limitation
166. In deciding an appeal, the Agency shall accept the airport authority’s methodology for determining fees and shall accept the authority’s projections of reserves that are necessary for future expenditures as being reasonable and prudent.
Effect of appeal
167. The Agency may not make an order that prevents an aeronautical fee from taking effect, or that suspends one, pending its decision on the appeal.
Order — non-compliance
168. (1) If the Agency decides that an airport authority does not have a methodology for determining fees or has not complied with a charging principle, the Agency shall
(a) in the case of the establishment of an aeronautical fee, if the fee has already taken effect, order the authority to cancel the fee and to refund to aircraft operators the amounts paid by them;
(b) in the case of an increase in an aeronautical fee, if the increase has already taken effect, order the authority to re-establish the previous fee and to refund any excess amount paid by aircraft operators; and
(c) in the case of the establishment of or an increase in a fee, if the fee or the increase in the fee has not already taken effect, order the authority to refrain from establishing or increasing the fee, as the case may be.
Appeal under subsection 161(1)
(2) If the Agency finds in respect of an appeal made under subsection 161(1) that a fee that took effect before the earlier of the date of the announcement of its methodology for determining fees and the expiry of the period for establishing a methodology does not comply with a charging principle, the Agency shall make an order under one of paragraphs (1)(a), (b) and (c) in respect of the fee being established or increased.
Non-compliance with procedural requirements
(3) If the Agency finds that an airport authority has not complied with a requirement set out in any of sections 144 to 156 in respect of the establishment of, or increase in, a fee, the Agency may make any order that it considers appropriate in the circumstances, including an order that the authority cancel and refund the fee.
Manner of refund
169. (1) If an airport authority is ordered to refund an amount, it may do so by way of credit or payment to the aircraft operator.
90-day maximum
(2) Payment of the amount, including the amount of any unused credit, shall be made within 90 days after the date of the order.
Time limit for deciding appeal
170. The Agency shall decide an appeal without delay, but no later than 60 days after the expiry of the appeal period, unless the Agency is of the opinion that there are special circumstances, in which case the Agency has a maximum of 30 more days to decide the appeal.
Notification of decision
171. The Agency shall without delay notify the airport authority and the appellant of its decision and provide written reasons for it.
Decision final
172. Despite subsection 41(1) of the Canada Transportation Act, a decision of the Agency on an appeal is final and may not be appealed to or reviewed by any court.
Non-application of Canada Transportation Act
173. (1) Sections 24, 25.1 to 29, 32, 34 and 37 of the Canada Transportation Act do not apply to the Agency in respect of the powers, duties and functions assigned to it under this Act.
Powers of Governor in Council
(2) The powers of the Governor in Council under sections 40 and 43 of the Canada Transportation Act do not apply in respect of the powers, duties and functions of the Agency under this Act.
Disclosure
Business Plan
Requirement
174. (1) Every airport authority shall, before the beginning of each calendar year, adopt a business plan for the following five calendar years that states the authority’s strategic objectives for that period, and, for each of those calendar years, states its business objectives and financial projections and describes its major initiatives.
Summary of business plan
(2) An airport authority shall make available to anyone on request and post on the authority’s website, if it has one, a summary of the business plan. The authority may exclude any information the disclosure of which would be harmful to the authority’s commercial interests.
Financial Statements
Preparation
175. (1) Every airport authority shall prepare annual financial statements in accordance with generally accepted accounting principles.
Authority that has subsidiary
(2) An airport authority that has a subsidiary shall prepare annual consolidated and unconsol-idated statements.
Disclosure of revenues and expenses
(3) The annual financial statements of an airport authority shall disclose separately the major categories of revenues and expenses and the total amount for each category.
Notes to financial statements
(4) The notes to the annual financial statements shall include
(a) a statement of the revenues derived from each fee;
(b) a statement of grants, contributions and subsidies received by the airport authority and the purpose for which they were given;
(c) a description of transactions between the authority and each corporation in which it has an ownership interest;
(d) the financial exposure of the authority, as determined under section 79, in each corporation in which it has an ownership interest; and
(e) in the case of an authority that operates more than one airport, the disclosure referred to in subsection (3) set out separately for each airport.
Disclosure — passenger fees
(5) An airport authority that imposes a passenger fee at a principal airport that meets a passenger threshold of two million shall also disclose in its annual financial statements or in the notes to those statements, for the calendar year and on a cumulative basis from the year in which the fee was established,
(a) gross revenues from the passenger fee, without any deduction of the cost of collecting the fee;
(b) gross revenues from any other source that are used to fund expenditures for purposes referred to in paragraph 146(2)(a) or 158(a), as the case may be;
(c) the amount of any grant, contribution or subsidy that is used to fund those expenditures; and
(d) the amount expended for purposes referred to in paragraph 146(2)(a) or 158(a), as the case may be.
Regulations
(6) The Governor in Council may make regulations respecting the annual financial statements and notes to those statements, including specifying additional information to be contained in those statements or notes.
Certification
(7) The chief executive officer and the chief financial officer of the airport authority shall certify that, to the best of their knowledge, the annual financial statements fairly present in all material respects the financial position of the authority, disclose all the material facts and do not contain any untrue statements. The chief executive officer shall give to the auditor of the authority a certified copy of the statements. If any material errors are subsequently detected in those statements, the chief executive officer shall give to the auditor of the authority, without delay, certified revised annual financial statements.
Auditing of financial statements
176. (1) An airport authority shall have its annual financial statements audited.
Auditor’s report
(2) The auditor shall conduct the audit in accordance with generally accepted auditing standards for the audit of financial statements of corporations whose securities are publicly-traded.
Right to information
177. (1) The present and former directors, officers, employees, agents and mandataries of an airport authority shall, to the extent reasonably possible, provide to the auditor, on request, any information and explanations, and access to any records, documents, books, accounts and vouchers of the authority or any of its subsidiaries, that the auditor considers necessary to enable the auditor to exercise their powers and carry out their duties and functions.
Subsidiaries
(2) At the request of the auditor, the directors of the airport authority shall request from the present or former directors, officers, employees, agents or mandataries of any of the authority’s subsidiaries the information and explanations that they are reasonably able to provide and that the auditor considers necessary to enable the auditor to exercise their powers and carry out their duties and functions, and those persons shall provide the requested information and explanations. The directors shall provide the auditor with the information and explanations so obtained.
Required approval
178. An airport authority may not publish or circulate copies of its annual financial statements unless those statements are approved by its board and accompanied by the auditor’s report.
Annual financial statements of subsidiaries
179. (1) An airport authority shall ensure that its subsidiaries prepare annual financial statements in accordance with generally accepted accounting principles.
Consolidated and unconsolidated financial statements — subsidiaries
(2) An airport authority shall ensure that any subsidiary in which the authority holds shares, which itself has a subsidiary, prepares annual consolidated and unconsolidated financial statements.
Consolidated and unconsolidated financial statements — subsidiaries of holding company
(3) If a subsidiary in which an airport authority holds shares is a corporation whose assets are composed primarily of shares of other corporations, the airport authority shall ensure that any subsidiary of that corporation in which that corporation holds shares, if that subsidiary itself has a subsidiary, also prepares annual consolidated and unconsolidated financial statements.
Policy on payment of dividends
(4) An airport authority shall ensure that each of its subsidiaries includes in the notes to its annual financial statements its policy for the payment of dividends.
Dividend
(5) If a subsidiary of an airport authority pays a dividend that is not consistent with its policy, or does not pay a dividend when its policy indicates that it should do so, the authority shall ensure that the notes to the subsidiary’s annual financial statements explain why.
Ministerial direction — financial statements
180. The Minister may direct an airport authority to send to the Minister the financial statements of any corporation in which the authority has an ownership interest. The Minister may also direct the authority to make those financial statements available to the public if the Minister believes that doing so is in the public interest.
Ministerial direction — audit
181. The Minister may direct an airport authority to cause an audit of the annual financial statements of any of its subsidiaries to be conducted and to send to the Minister a copy of the auditor’s report and of any related documents that may be requested by the Minister. The Minister may also direct the authority to make the auditor’s report available to the public if the Minister believes that doing so is in the public interest.
Performance Indicators
Duty to measure performance
182. (1) An airport authority that operates a principal airport that meets a passenger threshold of two million shall use performance indicators to measure the authority’s perform-ance in relation to the objectives set out in paragraphs 8(a) to (h).
Regulations
(2) The Governor in Council may make regulations respecting performance indicators, including the establishment of those indicators.
Annual Report
Annual report
183. Every airport authority shall prepare an annual report for each calendar year.
Contents
184. (1) The annual report shall contain a general summary of the airport authority’s business and affairs during the calendar year, including the following information:
(a) the extent to which the business objectives in the authority’s business plan have been met or undertaken;
(b) a narrative and statistical summary of aircraft, passenger and cargo traffic at the authority’s principal airport;
(c) a report on the authority’s corporate governance, including the activities of the board and the committees of the board;
(d) a report on the compliance of directors and officers with the conflict of interest rules contained in the by-laws, including a description of any agreement or arrangement to which the authority is a party under which a director, an officer or a person related to one of them derives a benefit of a financial nature;
(e) audited annual financial statements and the corresponding auditor’s report;
(f) a summary of capital expenditures and the related capital projects;
(g) for each of its directors, the amount of remuneration, including any bonuses, a description and estimated value of any taxable benefits and the amount of severance, if any;
(h) the amount of remuneration, including any bonuses, paid to its lowest paid officer and the amount paid to its highest paid officer and, for each of its officers, a description and estimated value of any taxable benefits and the amount of severance, if any;
(i) the amount or estimated value of any gift, donation, grant or contribution made by the authority, the name of the recipient and any conditions imposed;
(j) a report on the consultations undertaken under this Act;
(k) a report on environmental issues;
(l) the information required to be disclosed under subsection 199(1);
(m) a summary of the findings and recommendations arising from a performance review referred to in section 192 or 193;
(n) a summary of all fines and penalties assessed against the authority or its directors or officers under this Act; and
(o) a description of the types of documents that are available under subsections 191(1) and (2) and how the public may obtain copies of the documents or have access to them.
Airport authorities operating certain principal airports
(2) In the case of an airport authority that operates a principal airport that meets a passenger threshold of two million, the annual report shall also contain
(a) a comparison of the revenues from aeronautical fees — itemized either individually or in any combination as set out in the authority’s methodology for determining fees — with the financial requirements that according to the methodology are to be met from the individual fee or combination of fees; and
(b) a measurement of its performance in accordance with subsection 182(1) and any regulations made under subsection 182(2).
Other airport authorities
(3) In the case of any other airport authority, the annual report shall also contain a statement of the revenues from aeronautical fees, the revenues from passenger fees and the revenues from other sources, and a comparison of the aggregate of those revenues with the authority’s financial requirements.
Authorities with ownership interest in any corporation
(4) If an airport authority has an ownership interest in any corporation, the annual report shall also contain
(a) for each such corporation, a narrative summary of that interest, the amount invested, the percentage of each class and series of shares held by the authority and a description of the corporation’s corporate structure and activities;
(b) for each director and officer of the authority, a statement of the amount of any remuneration, including any bonuses, paid by each such corporation, and a description and estimated value of any taxable benefits and the amount of severance, if any, provided by the corporation; and
(c) a list of directors of each subsidiary of the authority.
Annual Meeting
Annual meeting
185. (1) Every airport authority shall, within 150 days after the end of each calendar year, hold an annual meeting that is open to the public to report on its business and affairs during that calendar year, including the authority’s investments in any corporations.
Notice to Minister and nominating bodies
(2) An airport authority shall, at least 30 days before the annual meeting, send to the Minister and the nominating bodies a notice of the date, time and place of the annual meeting and, at least seven days before the meeting, shall also send to them a copy of the annual report.
Notice of annual meeting
(3) An airport authority shall, at least 21 days before the annual meeting, inform the public in the region served by the principal airport of the date, time and place of the annual meeting and of the fact that the annual report will be available on request at least seven days before the meeting
(a) by publicizing that information in the local media, including in each daily newspaper published and circulated in the principal municipality served by the authority’s principal airport;
(b) by posting notices in prominent places in every air terminal building on the principal airport; and
(c) by posting a notice on its website, if it has one.
Representation of airport authority
(4) An airport authority shall ensure that the chief executive officer and at least two thirds of the directors, including the chairperson, attend the annual meeting in person.
Representation of Minister and nominating bodies
(5) The Minister and each nominating body shall ensure that they are represented at the annual meeting.
Proceedings
(6) At the annual meeting, the airport authority shall present its audited annual financial statements and the corresponding auditor’s report and a summary of its most recent business plan. It shall also make available copies of the annual report.
Public participation
(7) An airport authority shall ensure that members of the public are able to ask questions and express their views at the annual meeting.
Consultations
Annual meeting with Minister and nominating bodies
186. (1) Every airport authority shall invite, in writing, the Minister and the nominating bodies to meet collectively at least once a year with its board. The authority shall ensure that the chief executive officer and at least two thirds of the directors, including the chairperson, attend in person.
Representation of Minister and nominating bodies
(2) The Minister and each nominating body shall ensure that they are represented at the meeting.
Power to request special meetings
187. (1) At the request of four nominating bodies, or the Minister and three nominating bodies, if in either case at least one of the nominating bodies is a regional authority or municipality and at least one of them is a non-governmental organization or the national association of domestic air carriers, the board shall, without delay, hold a special meeting to discuss the issues described in the request and invite the Minister and all nominating bodies to send representatives to that meeting.
Attendance
(2) The airport authority shall ensure that at least two thirds of the directors, including the chairperson, attend in person.
Meeting with air carriers
188. (1) Every airport authority shall invite, in writing, each air carrier operating at the authority’s principal airport to meet collectively with the authority once a year. The authority shall be represented by its chief executive officer, one other officer and one director.
Purpose of meeting
(2) The meeting is a forum for the airport authority and the air carriers to discuss strategic issues related to the airport.
Consultation with public
189. The by-laws of an airport authority shall provide a mechanism for the authority to consult with the public in the region served by the authority’s principal airport.
Discussion forum
190. The mechanism under section 189 shall include a discussion forum at which, at least two times a year, the public in the region served by the principal airport may receive information and discuss matters related to that airport with the chief executive officer and one other officer of the airport authority.
Public Access to Documents
Examination of records, reports, etc.
191. (1) Every airport authority shall make available at the office referred to in section 53 the following documents:
(a) all airport transfer agreements relating to the authority’s principal airport and the lease of the principal airport granted by Her Majesty, and any amendments to these agreements and the lease;
(b) the records of its business and affairs referred to in paragraphs 54(1)(a) to (c), (f) and (g);
(c) all financial statements and reports that are required under this Act;
(d) all land use plans, master plans, environmental management plans and summaries of business plans;
(e) all contracts relating to borrowing or lending by the authority;
(f) all notices and announcements respecting fees that are required to be given or made under this Act;
(g) all reports referred to in section 196 and all responses referred to in section 197; and
(h) all press releases that are issued by the authority.
Authorities operating certain principal airports
(2) An airport authority that operates a principal airport that meets a passenger threshold of two million shall also make available at that office a statement of its methodology for determining fees.
Exception
(3) Despite subsections (1) and (2), an airport authority is not required to make available documents that relate only to airports other than its principal airport.
Financial statements of corporations
(4) An airport authority shall make available to anyone on request
(a) the financial statements of any corporation in which the authority holds shares;
(b) if the authority holds shares in a corporation whose assets are composed primarily of shares of other corporations, the financial statements of those other corporations; and
(c) the financial statements of any other corporation in which the authority has an ownership interest, if the Minister has directed the authority to make them available to the public.
Copy to be provided
(5) An airport authority shall, on payment of a reasonable fee, provide anyone with a copy of any of the documents referred to in subsections (1), (2) or (4).
Website
(6) An airport authority that operates a principal airport that meets a passenger threshold of two million shall have a website that includes
(a) the authority’s annual reports for the previous five calendar years; and
(b) a description of the types of documents that are available to the public and how they may be obtained.
Performance Reviews
Five-year performance review
192. An airport authority that operates a principal airport that meets a passenger threshold of two million shall cause a review of the authority’s operation, management and financial performance to be undertaken in respect of each successive five-year period after the transfer date, beginning with the five-year period that ends after the coming into force of this section.
Performance reviews
193. (1) Every airport authority other than one described in section 192 shall cause a review of its operation, management and financial performance to be undertaken
(a) if no similar review has been undertaken before the coming into force of this subsection, for the five-year period beginning on the transfer date; or
(b) in any other case, for the 10-year period following the period covered by the most recent similar review undertaken before the coming into force of this subsection.
Successive reviews
(2) The airport authority shall cause a review to be undertaken in respect of every 10-year period following the period covered by the most recent review, whether that review was undertaken under this subsection or subsection (1) or (3).
Review on request
(3) On or after the fifth anniversary of the end of the period covered by the most recent review, four nominating bodies, or the Minister and three nominating bodies, if in either case at least one of the nominating bodies is a regional authority or municipality and at least one of them is a non-governmental organization, may request that a review be undertaken earlier than required under paragraph (1)(b) or subsection (2). In that case, the airport authority shall cause a review to be undertaken in respect of the period beginning at the end of the period covered by the most recent review.
Selection of reviewer
194. (1) An airport authority shall choose an individual or a firm to conduct its review through a competitive bidding process.
Reviewer’s qualifications
(2) The reviewer shall be a qualified individual or firm who is not subject to any influence, interest or relationship that may impair, or be perceived to impair, the independence or objectivity of the reviewer in carrying out the review.
Disqualification
(3) The reviewer may not be
(a) an individual or firm who is, at the time of the review, or was, during the period covered by the review, the auditor of the airport authority; or
(b) an individual who participates in an audit of the authority at the time of the review, or participated in such an audit during the period covered by the review.
Prohibition
(4) A reviewer that is a firm may not designate an individual to carry out the review if the individual participates in an audit of the authority at the time of the review, or participated in such an audit during the period covered by the review.
Reviewer’s report
195. (1) The reviewer’s report shall include the reviewer’s assessment, with reasons, of the extent to which the airport authority
(a) meets the objects of an airport authority;
(b) operates its principal airport in a manner that is consistent with the Canadian airport policy set out in paragraphs 8(a) to (h);
(c) operates its principal airport in accord-ance with the lease of that airport granted by Her Majesty to the airport authority and with any applicable legislation;
(d) manages its financial, human and physical resources effectively and efficiently;
(e) has adequate governance and accountability mechanisms for the management of public property; and
(f) takes appropriate measures to manage risks and has financial and management controls, systems and practices in place to safeguard property of Her Majesty in right of Canada that is on the principal airport and property of the authority.
Reviewer’s report
(2) The reviewer’s report shall also include
(a) a review of any matter raised by the board, a director, the Minister or any nominating body;
(b) a description of any matter that in the reviewer’s opinion should be brought to the attention of the board;
(c) in the case of an airport authority that operates a principal airport that meets a passenger threshold of two million, an analysis of the authority’s performance as measured by the performance indicators; and
(d) any recommendations that, in the opinion of the reviewer, are appropriate.
Interest in corporation
(3) In the case of an airport authority that has an ownership interest in a corporation, the reviewer’s report shall also assess the benefits and risks related to the interest and the adequacy of measures taken to manage those risks.
Distribution of reviewer’s report
196. The reviewer’s report shall be sent to the board within six months after the end of the period covered by the review. The board shall, within 30 days after the report is received by the board, send a copy of the report to the Minister and each nominating body and make the report available to the public.
Response
197. An airport authority shall send a copy of its response to the reviewer’s report to the Minister and each nominating body and the reviewer within 120 days after the expiry of the six-month period referred to in section 196. The authority shall also make a copy of the response available to the public within that period.
Notice to public
198. The airport authority shall publicize through its website, if it has one, and the local media — including each daily newspaper published and circulated in the principal municipality served by the authority’s principal airport — the information that the reviewer’s report and the authority’s response are available from the authority on request.
Contracts Without Competitive Bidding
Contracts over $100,000
199. (1) An airport authority shall disclose any contracts involving expenditures in excess of $100,000 that were not awarded under a competitive bidding process, including the name of the contracting party, the purpose and value of the contract and the reasons why a competitive bidding process was not used.
Prohibition
(2) An airport authority may not engage in contract splitting to avoid the application of subsection (1).
Other Obligations
Name of Principal Airport
Change of name
200. No airport authority may change the name of its principal airport without the written consent of the Minister.
Land Use Plan and Master Plan
Land use plan
201. (1) Every airport authority shall have a land use plan in respect of its principal airport that has been approved by the Minister.
Activities to be in conformity
(2) An airport authority shall ensure that all activities carried out at its principal airport are in accordance with the land use plan.
Master plan
202. (1) Every airport authority shall have a master plan setting out its strategy for the long-term operation and development of its principal airport. The master plan shall be consistent with the land use plan.
Ministerial direction
(2) The Minister may direct an airport authority to change its master plan for the purpose of eliminating any inconsistencies that in the Minister’s opinion exist between the master plan and the land use plan.
Environment
Environmental management plan
203. Every airport authority shall have an environmental management plan for its principal airport.
Notice of spill or release
204. (1) Every airport authority shall, without delay, give written notice to the Minister of a spill or release, at the principal airport, of a substance into the environment, in a quantity or concentration or under conditions that
(a) have or may have an immediate or long-term harmful effect on the environment or its biological diversity;
(b) constitute or may constitute a danger to an environment on which life depends; or
(c) constitute or may constitute a danger to human life or health.
Operation of aircraft or motor vehicles
(2) For the purposes of subsection (1), the normal operation of aircraft or motor vehicles at an airport does not, in itself, constitute the release of a substance referred to in that subsection.
Obligation to inform Minister
(3) The airport authority shall keep the Minister informed of the measures it is taking to stop the spill or release of the substance and to mitigate or remediate any damage to the environment.
Record
(4) The airport authority shall keep a record of the spill or release, the clean-up, any mitigation or remedial measures and any follow-up or monitoring undertaken. A copy of the record shall be sent to the Minister on request.
Acquiring Land
Interest in land or right relating to immovable
205. (1) If an airport authority acquires an interest in land or, in Quebec, a right relating to an immovable, to be used for the operation, management, maintenance or development of its principal airport, the authority shall acquire it in its own name or, with the Minister’s approval, in the name of Her Majesty in right of Canada.
Ministerial approval
(2) If the airport authority acquires the interest or right in its own name, it may not transfer that interest or right without the approval of the Minister.
Transfer to Her Majesty
206. If the airport authority acquires the interest or right in its own name, the authority shall, at the request of the Minister, transfer that interest or right to Her Majesty in right of Canada, on any terms and conditions that the Minister may specify, free of all charges or security, including mortgages or hypothecs, liens or other encumbrances, priorities, rights of retention, claims or other restrictions.
Compensation and reimbursement
207. If an airport authority acquires the interest or right in the name of Her Majesty in right of Canada or transfers an interest or right to Her Majesty,
(a) no compensation is payable by Her Majesty in respect of the acquisition nor in respect of the transfer;
(b) the airport authority shall reimburse Her Majesty for any costs incurred in acquiring the interest or right or effecting the transfer; and
(c) Her Majesty shall be indemnified by the airport authority in respect of all claims resulting from the acquisition or transfer or from the fact that Her Majesty owns the interest or right.
Deeming provision — premises leased to the authority
208. If an airport authority acquires an interest in land or, in Quebec, a right relating to an immovable, in the name of Her Majesty in right of Canada, or if an airport authority transfers an interest or right to Her Majesty in right of Canada, or if an interest or right is expropriated under section 210, the land or immovable that is the subject of the interest or right is deemed to be part of the premises leased to the airport authority by Her Majesty in right of Canada for the principal airport, and is subject to the terms and conditions set out in the lease.
Environmental assessment
209. (1) An airport authority shall not acquire an interest or right referred to in subsection 205(1) unless it has had an environmental assessment of the land and any improvements carried out by an independent, qualified person.
Copy of assessment to Minister
(2) The airport authority shall send a copy of the assessment to the Minister before the authority acquires the interest or right.
Remedial work
(3) If the airport authority acquires the interest or right, it shall undertake and pay for any remedial work identified in the assessment.
Indemnification
(4) The airport authority shall indemnify Her Majesty in right of Canada for any remedial work that Her Majesty undertakes on the land and improvements, whether or not the work was identified in the assessment.
Expropriation
210. (1) The Minister may, at the request of an airport authority, request the appropriate minister in relation to Part I of the Expropriation Act to expropriate an interest in land or, in Quebec, a right relating to an immovable, if
(a) the authority, after making reasonable efforts, has not been able to acquire the interest or right; and
(b) in the Minister’s opinion, an expropriation is required for the operation or development, on the principal airport, of an air terminal building, parking facilities abutting an air terminal building, a road network or facilities for the landing, taking off, movement or parking of an aircraft.
Interpretation
(2) For the purposes of the Expropriation Act, if the appropriate minister referred to in subsection (1) is of the opinion that the interest in land or the right relating to the immovable is required for a purpose referred to in paragraph (1)(b),
(a) the interest or right is deemed to be required for a public work or other public purpose; and
(b) the airport authority is liable to pay any amounts required to be paid under that Act in respect of the land or the right relating to the immovable.
Liability to Crown
(3) Compensation, interest and costs resulting from the expropriation and the costs incurred in carrying out any function of the Attorney General of Canada under the Expropriation Act in relation to any interest in land or right relating to an immovable referred to in subsection (2) constitute a debt due to Her Majesty in right of Canada payable by the airport authority and recoverable in a court of competent jurisdiction.
Security
(4) The Minister may require the airport authority to provide security, in an amount determined by the Minister and subject to any terms and conditions that the Minister may specify, for the payment of
(a) any amount that is or may become payable as a result of the expropriation; and
(b) the costs incurred in the carrying out of any function of the Attorney General of Canada in respect of the expropriation.
Indemnity
(5) The airport authority shall indemnify Her Majesty in right of Canada in respect of all claims and costs resulting from the expropriation or from the fact that Her Majesty owns the interest or right.
Leases in respect of a Principal Airport
Leases — no compensation or damages
211. No compensation and no damages are payable by Her Majesty in right of Canada in respect of any change that is made under this Act to a right or obligation under a lease of the principal airport granted by Her Majesty to an airport authority.
Power of Governor in Council
212. (1) The Governor in Council may, by order, take any of the following measures that, in the opinion of the Governor in Council, are necessary on the termination, resiliation or expiry of the lease of the principal airport granted by Her Majesty to an airport authority:
(a) measures for the continued operation, management, maintenance or development of the principal airport; and
(b) measures for the transfer of any property of the authority that is used for the operation, management, maintenance or development of that airport.
No compensation
(2) No compensation is payable by Her Majesty in right of Canada in respect of the measures taken or the property transferred.
Dissolution
Dissolution
213. (1) The Governor in Council may, by order, dissolve an airport authority by deleting its name from Part 1 of the schedule
(a) before the termination, resiliation or expiry of the lease of the principal airport granted by Her Majesty to the airport authority, if the authority requests it and the Governor in Council is satisfied that the authority has adequately provided for the payment or discharge of all of its obligations; or
(b) after the termination, resiliation or expiry of that lease.
Continued operation
(2) The order may provide for any measures that, in the opinion of the Governor in Council, are necessary for the continued operation, management, maintenance or development of the principal airport.
Effect of dissolution
(3) In the event of dissolution of an airport authority, all of the authority’s property shall be transferred to the Minister, in the name of Her Majesty in right of Canada, except to the extent that the Governor in Council, by order, provides that it is to be transferred to a particular entity.
No compensation
(4) No compensation is payable by Her Majesty in right of Canada in respect of the dissolution of the airport authority, any measures taken or the property transferred.
Statutory Instruments Act
Non-application of Statutory Instruments Act
214. The Statutory Instruments Act does not apply to a by-law adopted by an airport authority or to any other instrument issued, made or established by an airport authority under this Part.
PART 4
COMPLIANCE AND ENFORCEMENT
Inspection
Designation of inspectors
215. (1) The Minister may designate as an inspector for the administration of this Act any person or class of persons that the Minister considers qualified. The Minister shall give each inspector a designation document specifying the terms and conditions of the designation.
Designation document to be produced
(2) When exercising any powers under this Act, an inspector shall, on request, show their designation document.
Powers of inspection
216. (1) For the purpose of administering this Act, an inspector may
(a) enter and inspect any place, other than a dwelling-place, where the inspector has reasonable grounds to believe that there is any thing, or any record, book of account or other document or data, relevant to the administration of this Act;
(b) require any person to present anything referred to in paragraph (a) for inspection in the manner and under any conditions that the inspector considers necessary to carry out the inspection;
(c) examine anything referred to in paragraph (a) that the inspector has reasonable grounds to believe is relevant to the administration of this Act and make copies of the document or data, using the equipment available at the place being inspected; and
(d) take samples of the air, soil, ground water and surface water and conduct tests and analyses of those samples.
Access to computers
(2) In exercising any of the powers referred to in subsection (1), an inspector may
(a) use or cause to be used any computer or data processing system in order to examine any data contained in or available to the computer or system; and
(b) reproduce the data, in the form of a print-out or other intelligible output, and remove the print-out or other output for examination.
Duty to assist
217. The owner or person in charge of a place that is entered by an inspector and every person found there shall give the inspector all reasonable assistance to enable the inspector to exercise their powers and carry out their duties and provide the inspector with anything referred to in paragraph 216(1)(a), or any information, that the inspector requires for the purposes of this Act.
Offences and Punishment
False information, etc.
218. No individual or entity shall knowingly make any false or misleading statement or knowingly provide false or misleading information to the Minister, to any individual or entity acting on behalf of the Minister in connection with any matter under this Act, to an inspector or to a slot coordinator.
Obstruction
219. No individual or entity shall wilfully obstruct or hinder the Minister, any individual or entity acting on behalf of the Minister in connection with any matter under this Act or an inspector, while they are carrying out their duties under this Act.
Offences with respect to reports
220. No individual or entity shall make or assist another individual or entity in making a document that is required to be made, or made public, under this Act knowing that the document
(a) contains an untrue statement of a material fact; or
(b) omits to state a material fact that is necessary to prevent a statement contained in the document from being misleading, in the light of the circumstances in which the statement was made.
Contravention of emergency orders by Governor in Council
221. An individual or entity commits an offence if the individual or entity contravenes an order of the Governor in Council under subsection 16(1) and that individual or entity is liable on summary conviction
(a) in the case of an individual, to a fine of not more than $20,000; and
(b) in the case of an entity, to a fine of not more than $100,000.
Contravention of Act or regulations
222. (1) An individual or entity commits an offence if the individual or entity contravenes
(a) an order of the Governor in Council under this Act, other than an order under subsection 16(1);
(b) a direction, order or approval of the Minister under this Act;
(c) any provision of this Act, other than sections 74 to 76, 79, 80, 140, 144 to 156 and 179;
(d) any provision of the regulations; or
(e) an order of the Agency under section 168.
Punishment
(2) If an individual or entity commits an offence referred to in subsection (1), the individual or entity is liable on summary conviction
(a) in the case of an individual, to a fine of not more than $5,000; and
(b) in the case of an entity, to a fine of not more than $25,000.
Separate offence
223. An offence under section 221 or subsection 222(1) that is continued on more than one day constitutes a separate offence in respect of each day during which the offence is continued.
Defence of due diligence available
224. No individual or entity shall be found guilty of an offence under this Act, other than an offence for the contravention of any of sections 218 to 220, if the individual or entity establishes that they exercised due diligence to prevent the commission of the offence.
Directors and officers of corporations
225. If a corporation commits an offence under this Act, other than an offence for the contravention of any of sections 218 to 220, every person who at the time of the commission of the offence was a director or officer of the corporation is guilty of the same offence unless the act or omission constituting the offence took place without the person’s knowledge or consent or the person exercised due diligence to prevent the commission of the offence.
Offences by employees, agents or mandataries
226. In a prosecution for an offence under this Act, other than an offence for the contravention of any of sections 218 to 220, it is sufficient proof of the offence to establish that it was committed by the accused’s employee acting within the scope of their employment, or the accused’s agent or mandatary acting within the scope of their authority, whether or not the employee, agent or mandatary is identified or prosecuted for the offence, unless the accused establishes that the offence was committed without the knowledge or consent of the accused.
Administrative Monetary Penalties
Violations
227. Every individual or entity who contravenes a provision, order, direction or approval designated under paragraph 228(a) commits a violation and is liable to an administrative monetary penalty not exceeding the maximum established by regulation.
Regulations
228. The Governor in Council may make regulations
(a) designating any of the following as a provision, order, direction or approval whose contravention may be proceeded with as a violation, namely,
(i) an order of the Governor in Council under this Act, other than an order under subsection 16(1),
(ii) a direction, order or approval of the Minister under this Act,
(iii) any provision of this Act, other than sections 74 to 76, 79, 80, 140, 144 to 156, 179 and 218 to 220,
(iv) any provision of the regulations, or
(v) an order of the Agency under section 168;
(b) establishing the maximum administrative monetary penalty for a particular violation, which may not exceed $5,000 in the case of an individual and $25,000 in the case of an entity;
(c) establishing criteria to be taken into account in determining the penalty;
(d) designating provisions, orders, directions or approvals the contravention of which, if continued on more than one day, constitutes a separate violation in respect of each day during which the violation is continued;
(e) respecting the service of documents that are required or authorized to be served under subsection 230(1) or 233(2), including the manner and proof of service and the circumstances under which those documents are deemed to be served; and
(f) generally, for carrying out the purposes and provisions of this section and sections 229 to 242.
Criteria for penalty
229. The administrative monetary penalty imposed is, in each case, to be determined taking into account
(a) the purpose of the penalty, which is to promote compliance with this Act and not to punish;
(b) the seriousness of the violation;
(c) the history of the individual or entity who has been served with the notice of violation with respect to any prior violation or conviction under this Act within the five-year period immediately before the violation; and
(d) any other criteria established by regulation.
Notice of violation
230. (1) If an inspector believes on reasonable grounds that an individual or entity has committed a violation, the inspector may issue, and shall cause to be served on the individual or entity, a notice of violation.
Content of notice
(2) The Minister may establish the form and content of notices of violation, but each notice of violation shall
(a) name the individual or entity believed to have committed the violation;
(b) identify the violation;
(c) set out the administrative monetary penalty that the individual or entity is liable to pay;
(d) set out the particulars concerning the time for and manner of paying the penalty and the time for and manner of requesting a review of the facts of the alleged violation or of the amount of the penalty; and
(e) inform the individual or entity that, if they do not pay the penalty or request a review in accordance with the particulars set out in the notice, they will be deemed to have committed the violation and the penalty set out in the notice will be imposed.
Option
231. An individual or entity who has been served with a notice of violation shall either pay the penalty set out in the notice or file with the Tribunal a written request for a review of the facts of the alleged violation or of the amount of the penalty.
Payment of penalty
232. If the individual or entity pays the penalty in accordance with the particulars set out in the notice of violation, the individual or entity is deemed to have committed the violation and proceedings in respect of the violation are ended.
Request for review of determination
233. (1) A request for a review shall be filed with the Tribunal at the address set out in the notice of violation on or before the date specified in the notice or within any further time that the Tribunal on application may allow.
Service on Minister
(2) An individual or entity who files a request with the Tribunal shall without delay serve a copy of the request on the Minister.
Time and place for review
(3) On receipt of the request, the Tribunal shall appoint a time and place for the review and shall notify, in writing, the Minister and the individual or entity who filed the request of the time and place.
Review procedure
(4) The member of the Tribunal who is assigned to conduct the review shall provide the Minister and the individual or entity who filed the request with an opportunity that is consistent with procedural fairness and natural justice to present evidence and make representations.
Burden of proof
(5) The burden of establishing that an individual or entity has committed the violation identified in the notice is on the Minister.
Individual or entity not compelled to testify
(6) An individual or entity who is alleged to have committed a violation is not required, and may not be compelled, to give any evidence or testimony in the matter.
Failure to pay penalty or request review
234. An individual or entity who neither pays the penalty nor files a request for a review in accordance with the particulars set out in the notice of violation is deemed to have committed the violation.
Determination by Tribunal member
235. (1) At the conclusion of a review under section 233, the member of the Tribunal who conducts the review shall without delay inform the individual or entity and the Minister of the member’s determination on the review.
No violation
(2) If the member determines that the individual or entity has not committed the alleged violation, then, subject to section 236, no further proceedings may be taken against the individual or entity in respect of the alleged violation.
Violation
(3) If the member determines that the individual or entity has committed the alleged violation, then the member shall also inform the individual or entity and the Minister of the administrative monetary penalty determined by the member to be payable by the individual or entity in respect of the violation.
Right of appeal
236. (1) The Minister or an individual or entity affected by a determination made under section 235 may, within 30 days after the determination, appeal it to the Tribunal.
Loss of right of appeal
(2) A party that does not appear at a review hearing is not entitled to appeal a determination, unless they establish that there was sufficient reason to justify their absence.
Disposition of appeal
(3) The appeal panel of the Tribunal that is assigned to hear the appeal may dispose of the appeal by dismissing it or allowing it and, in allowing the appeal, the panel may substitute its decision for the determination appealed against.
Obligation to inform
(4) If the appeal panel finds that an individual or entity has committed the alleged violation, the panel shall without delay inform the individual or entity of the finding and of the administrative monetary penalty determined by the panel to be payable by the individual or entity in respect of the violation.
Debts due to Her Majesty
237. The following amounts constitute debts due to Her Majesty in right of Canada that may be recovered in a court of competent jurisdiction:
(a) unless a review of the facts of the alleged violation or the amount of the penalty is requested in accordance with the particulars set out in the notice of violation, the amount of a penalty set out in the notice, beginning on the day on which the notice was served;
(b) the amount of a penalty determined by a member of the Tribunal under section 235 or decided by the appeal panel of the Tribunal under section 236, beginning on the day on which the respective determination or decision was made; and
(c) the amount of any reasonable expenses incurred in attempting to recover an amount referred to in paragraph (a) or (b).
Certificate
238. (1) All or part of a debt referred to in section 237 in respect of which there is a default of payment may be certified by the Minister or the Tribunal, as the case may be.
Judgments
(2) On production in any superior court, a certificate made under subsection (1) is to be registered in that court and, when registered, has the same force and effect, and all proceedings may be taken on it, as if it were a judgment obtained in that court for a debt of the amount specified in it and all reasonable costs and charges attendant in its registration.
Directors and officers of corporations
239. If a corporation commits a violation under this Act, every person who at the time of the commission of the violation was a director or officer of the corporation is a party to and liable for the violation unless the act or omission constituting the violation took place without the person’s knowledge or consent or the person exercised due diligence to prevent the commission of the violation.
Vicarious liability — acts of employees, agents and mandataries
240. An individual or entity is liable for a violation that is committed by the individual’s or entity’s employee acting within the scope of their employment or the individual’s or entity’s agent or mandatary acting within the scope of their authority, whether or not the employee, agent or mandatary who actually committed the violation is identified or proceeded against, unless the individual or entity establishes that the violation was committed without the individual’s or entity’s knowledge or consent.
Violations not offences
241. For greater certainty, a violation is not an offence. Accordingly, section 126 of the Criminal Code does not apply in respect of a violation.
Due diligence available
242. Due diligence is a defence in a proceeding in respect of a violation.
General Provisions
How act or omission may be proceeded with
243. If an act or an omission can be proceeded with either as a violation or as an offence, proceeding in one manner precludes proceeding in the other.
Time limit
244. (1) No proceedings in respect of a violation or a prosecution for an offence may be commenced later than one year after the subject-matter of the proceedings became known to the Minister.
Certification by Minister
(2) A document appearing to have been issued by the Minister, certifying the day on which the subject-matter of any proceedings became known to the Minister, is admissible in evidence without proof of the signature or official character of the person appearing to have signed the document and is, in the absence of evidence to the contrary, proof that the Minister became aware of the subject-matter on that day.
Restraining or compliance order
245. If an airport operator or any director, officer, employee, agent, mandatary, auditor, trustee, receiver, receiver-manager or liquidator of the airport operator contravenes any provision of this Act or any direction, order or approval made or given under this Act, or any provision of the operator’s by-laws, the Minister may apply to a court of competent jurisdiction for an order directing the individual or entity to comply with it, or restraining any such individual or entity from acting in breach of it, and on the application the court may so order and make any further order that it thinks fit.
PART 5
TRANSITIONAL PROVISIONS, RELATED AND COORDINATING AMENDMENTS AND COMING INTO FORCE
Transitional Provisions
Interest or right in any entity
246. (1) If a corporation that has been continued under this Act held an interest or right in an entity on June 15, 2006, the corporation may, despite section 74, continue to hold that interest or right for three years after the day on which that section comes into force.
Ownership interest of subsidiaries
(2) Section 76 does not apply to a corporation that has been continued under this Act, in respect of any ownership interest that its subsidiaries have on June 15, 2006, for three years after the day on which that section comes into force.
Ministerial direction
247. If a corporation that has been continued under this Act had, on or after June 15, 2006 but before the day on which subsection 79(1) comes into force, acquired an ownership interest in a corporation or increased its financial exposure in a corporation in which it had an ownership interest, and the acquisition or increase would have been prohibited under subsection 79(1) had that subsection been in force, the Minister may direct it to take the measures that the Minister considers necessary to reduce its financial exposure in the corporation to what it was on the day before June 15, 2006.
Slots under contract
248. An order under subsection 22(1) or (2) in respect of a slot allocated under a contract entered into by an airport operator that was in effect on June 15, 2006 may not have effect on or before the earliest of the following dates, as determined under the terms of the contract as it read on June 15, 2006:
(a) the day on which the airport operator has the right to terminate the contract,
(b) the day on which an extension to the contract takes effect, if the airport operator could have refused that extension but did not, and
(c) the expiry date of the contract.
Non-application of certain sections
249. (1) A corporation that has been continued under this Act is not required, on or before the third anniversary of the day on which this section comes into force, to comply with sections 84, 86, 88 to 90, 92, 93 and 95.
Removal of director
(2) Neither the corporation nor the Minister is required, on or before the third anniversary of the day on which this section comes into force, to remove a director who held office on the day on which the corporation was continued by reason of the director being ineligible under section 105.
Transitional plan
(3) A corporation that has been continued under this Act shall submit to the Minister, within 90 days after the day on which it was so continued, a transitional plan indicating how it intends to meet the requirements of the Act in respect of the composition of the board on or before the third anniversary of the day on which this section comes into force.
Auditors — calculation of maximum period
250. (1) For the purpose of subsection 131(1), the period during which an individual or a firm of accountants exercised their functions as auditor before the day on which that subsection comes into force shall be counted.
Individual designated to conduct audit
(2) For the purpose of subsection 131(1), in respect of an individual who is designated by an auditor that is a firm of accountants to conduct an audit of an airport authority, the period during which the individual exercised their functions before the day on which subsection 131(1) comes into force shall be counted.
Auditors may continue to exercise functions
(3) An individual who, on the day on which subsection 131(1) comes into force, has exercised their functions as auditor for five consecutive years or more or a firm of accountants that, on that day, has exercised their functions as auditor for 10 consecutive years or more, may continue to exercise their functions as auditor until the end of the first calendar year after that day.
Individual designated to conduct audit
(4) An individual who is designated by an auditor that is a firm of accountants to conduct an audit of an airport authority and who, on the day on which subsection 131(1) comes into force, has exercised their functions for five consecutive years or more may continue to exercise their functions until the end of the first calendar year after that day.
Related Amendment
2001, c. 29
Transportation Appeal Tribunal of Canada Act
251. Section 2 of the Transportation Appeal Tribunal of Canada Act is amended by adding the following after subsection (3):
Explanatory NotesTransportation Appeal Tribunal of Canada Act
Clause 251: New.
Notes explicativesLoi sur le Tribunal d’appel des transports du Canada
Article 251 : Nouveau.
Jurisdiction in respect of Canada Airports Act
(4) The Tribunal also has jurisdiction in respect of reviews and appeals in connection with administrative monetary penalties provided for under sections 227 to 242 of the Canada Airports Act.
Coordinating Amendment
Bill C-11
252. If Bill C-11, introduced in the 1st Session of the 39th Parliament and entitled An Act to amend the Canada Transportation Act and the Railway Safety Act and to make consequential amendments to other Acts (the “other Act”), receives royal assent, then, on the later of the day on which section 7 of the other Act comes into force and the day on which subsection 173(1) of this Act comes into force — or, if those days are the same day, then on that day — subsection 173(1) of this Act is replaced by the following:
Powers of Agency under Canada Transportation Act
173. (1) Sections 24, 25.1 to 29, 32, 34, 36.1 and 37 of the Canada Transportation Act do not apply to the Agency in respect of the powers, duties and functions assigned to it under this Act.
Coming into Force
Order in council
253. The provisions of this Act, other than section 252, come into force on a day or days to be fixed by order of the Governor in Council.
SCHEDULE 
(Sections 2, 40 to 44, 48, 57, 138, 157 and 213)
PART 1
Published under authority of the Speaker of the House of CommonsAvailable from:Publishing and Depository ServicesPublic Works and Government Services Canada