Trust and Loan Companies Act (S.C. 1991, c. 45)

Marginal note:Committees

197. The directors of a company may appoint from their number, in addition to the committees referred to in subsection 161(2), such other committees as they deem necessary and, subject to section 202, delegate to those committees such powers of the directors, and assign to those committees such duties, as the directors consider appropriate.

Marginal note:Audit committee

• 198. (1) The audit committee of a company shall consist of at least three directors.

• Marginal note:Membership

  (2) A majority of the members of the audit committee must consist of directors who are not persons affiliated with the company and none of the members of the audit committee may be officers or employees of the company or a subsidiary of the company.

• Marginal note:Duties of audit committee

  (3) The audit committee of a company shall

  • (a) review the annual statement of the company before the annual statement is approved by the directors;

  • (b) review such returns of the company as the Superintendent may specify;

  • (c) require the management of the company to implement and maintain appropriate internal control procedures;

  • (c.1) review, evaluate and approve those procedures;

  • (d) review such investments and transactions that could adversely affect the well-being of the company as the auditor or any officer of the company may bring to the attention of the committee;

  • (e) meet with the auditor to discuss the annual statement and the returns and transactions referred to in this subsection; and

  • (f) meet with the chief internal auditor of the company, or the officer or employee of the company acting in a similar capacity, and with management of the company, to discuss the effectiveness of the internal control procedures established for the company.

• Marginal note:Report

  (4) In the case of the annual statement and returns of a company that under this Act must be approved by the directors of the company, the audit committee of the company shall report thereon to the directors before the approval is given.

• Marginal note:Required meeting of directors

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

Marginal note:Conduct review committee

• 199. (1) The conduct review committee of a company shall consist of at least three directors.

• Marginal note:Membership

  (2) A majority of the members of the conduct review committee of a company must consist of directors who are not persons affiliated with the company and none of the members of the conduct review committee may be officers or employees of the company or a subsidiary of the company.

• Marginal note:Duties of conduct review committee

  (3) The conduct review committee of a company shall

  • (a) require the management of the company to establish procedures for complying with Part XI;

  • (b) review those procedures and their effectiveness in ensuring that the company is complying with Part XI;

  • (b.1) if a widely held bank holding company or a widely held insurance holding company has a significant interest in any class of shares of the company,

    • (i) establish policies for entering into transactions referred to in subsection 483.1(1), and

    • (ii) review transactions referred to in subsection 483.3(1); and

  • (c) review the practices of the company to ensure that any transactions with related parties of the company that may have a material effect on the stability or solvency of the company are identified.

• Marginal note:Company report to Superintendent

  (4) A company shall report to the Superintendent on the mandate and responsibilities of the conduct review committee and the procedures referred to in paragraph (3)(a).

• Marginal note:Committee report to directors

  (5) After each meeting of the conduct review committee of a company, the committee shall report to the directors of the company on matters reviewed by the committee.

• Marginal note:Directors’ report to Superintendent

  (6) Within ninety days after the end of each financial year, the directors of a company shall report to the Superintendent on what the conduct review committee did during the year in carrying out its responsibilities under subsection (3).