Physical Activity and Sport Act (S.C. 2003, c. 2)

Marginal note:Audit committee

• 27. (1) The board of directors shall establish an audit committee consisting of at least three directors.

• Marginal note:Duties of audit committee

  (2) The audit committee shall

  • (a) require the Centre to implement and maintain appropriate internal control procedures;

  • (b) review, evaluate and approve those internal control procedures;

  • (c) review the Centre’s annual financial statements and report to the Centre before those statements are approved by the board of directors;

  • (d) meet with the Centre’s auditor to discuss the Centre’s annual financial statements and the auditor’s report; and

  • (e) meet with the Centre’s auditor and the Centre’s management to discuss the effectiveness of the internal control procedures.

• Marginal note:Special report

  (3) If the audit committee is of the opinion that there is any information that should be brought to the attention of the Minister, it shall make a report of that information to the Minister and furnish the board with a copy of the report.

• Marginal note:Meeting of directors

  (4) The audit committee may call a meeting of the board of directors to consider any matter of concern to the committee.

• Marginal note:Technical assistance

  (5) The audit committee may engage, on a temporary basis, the services of persons having technical or specialized knowledge to assist the committee in carrying out its duties under this Act.

Marginal note:Independent audit

28. The accounts and financial transactions of the Centre shall be audited annually by an independent auditor designated by the board of directors, and a written report of the audit shall be made to that board.

Marginal note:Responsibilities of the Centre

29. The Centre shall ensure that arbitrators and mediators who provide dispute resolution services under the auspices of the Centre

• (a) meet the qualifications established by its by-laws;

• (b) are independent of the Centre; and

• (c) are, as a group, able to provide services in one or the other of the official languages of Canada or in both, according to the needs of the parties.

Marginal note:Duty of care

• 30. (1) Every director and officer of the Centre, in exercising their powers and performing their duties and functions, must

  • (a) act honestly and in good faith with a view to the best interests of the Centre;

  • (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances; and

  • (c) comply with this Act and the by-laws of the Centre.

• Marginal note:No exculpation

  (2) No provision in a contract or resolution relieves a director or officer from the duty to act in accordance with this Act, the regulations or the by-laws or relieves a director or officer from liability for a breach of any of them.

• Marginal note:Reliance on statements

  (3) A director or officer is not liable for a breach of duty under subsection (1) if the director or officer relies in good faith on

  • (a) financial statements of the Centre represented to the director or officer by an officer of the Centre or in a written report of the auditor of the Centre as fairly reflecting the financial condition of the Centre; or

  • (b) a report of a lawyer, notary, accountant, engineer, appraiser or other person whose position or profession lends credibility to a statement made by that person.