An Act to amend certain Acts in relation to financial institutions (S.C. 2005, c. 54)
Full Document:
Assented to 2005-11-25
67. Paragraph 291(4)(a) of the Act is replaced by the following:
(a) fix the amount of money or other consideration that is deemed to be held in a fiduciary capacity under subsection 287(2) or section 287.1;
68. The Act is amended by adding the following after section 292:
Marginal note:Obligation to acquire shares
292.1 (1) If a shareholder who holds shares of an offeree bank does not receive the notice referred to in subsection 285(1), the shareholder may require the offeror to acquire the shares
(a) within 90 days after the date of termination of the take-over bid; or
(b) if the shareholder did not receive an offer under the take-over bid, within 90 days after the later of
(i) the date of termination of the take-over bid, and
(ii) the day on which the shareholder learned of the take-over bid.
Marginal note:Acquisition on same terms
(2) If the shareholder requires the offeror to acquire shares, the offeror shall acquire them on the same terms as those on which the offeror acquires shares from offerees who accept the take-over bid.
69. Subsection 308(2) of the Act is replaced by the following:
Marginal note:Annual statement — contents
(2) With respect to each of the financial years to which it relates, the annual statement of a bank must contain the prescribed statements and any information that is in the opinion of the directors necessary to present fairly, in accordance with the accounting principles referred to in subsection (4), the financial position of the bank as at the end of the financial year to which it relates and the results of the operations and changes in the financial position of the bank for that financial year.
70. The portion of subsection 309(1) of the Act before paragraph (a) is replaced by the following:
Marginal note:Annual statement — approval
309. (1) The directors of a bank shall approve the annual statement and their approval shall be evidenced by the signature or a printed or otherwise mechanically reproduced facsimile of the signature of
71. Subsection 311(1) of the Act is replaced by the following:
Marginal note:Annual statement — distribution
311. (1) A bank shall, no later than 21 days before the date of each annual meeting or before the signing of a resolution under paragraph 152(1)(b) in lieu of the annual meeting, send to each shareholder a copy of the documents referred to in subsections 308(1) and (3) unless that time period is waived by the shareholder.
72. (1) The portion of paragraph 315(2)(b) of the Act before subparagraph (ii) is replaced by the following:
(b) a member of a firm of accountants is deemed not to be independent of a bank if that member, a business partner of that member or the firm of accountants
(i) is a business partner, director, officer or employee of the bank or of any affiliate of the bank or is a business partner of any director, officer or employee of the bank or of any affiliate of the bank,
(2) Section 315 of the Act is amended by adding the following after subsection (2):
Marginal note:Business partners
(2.1) For the purposes of subsection (2), a business partner of a member of a firm of accountants includes
(a) another member of the firm; and
(b) a shareholder of the firm or of a business partner of the member.
73. Subsection 321(2) of the Act is replaced by the following:
Marginal note:Other statements
(1.1) In the case of a proposed replacement of an auditor whether because of removal or the expiry of their term, the bank shall make a statement of the reasons for the proposed replacement and the proposed replacement auditor may make a statement in which they comment on those reasons.
Marginal note:Statements to be sent
(2) The bank shall send a copy of the statements referred to in subsections (1) and (1.1) without delay to every shareholder entitled to vote at the annual meeting of shareholders and to the Superintendent.
74. Paragraph 328(2)(d) of the Act is replaced by the following:
(d) the auditor or auditors shall, at the time of transmitting the report to the chief executive officer and chief financial officer, provide the audit committee of the bank and the Superintendent with a copy.
75. Paragraph 334(2)(a) of the Act is replaced by the following:
(a) the complainant has, not less than 14 days before bringing the application or as otherwise ordered by the court, given notice to the directors of the bank or the bank’s subsidiary of the complainant’s intention to apply to the court under subsection (1) if the directors of the bank or the bank’s subsidiary do not bring, diligently prosecute or defend or discontinue the action;
76. Subsection 337(1) of the French version of the Act is replaced by the following:
Marginal note:Absence de cautionnement
337. (1) Les plaignants ne sont pas tenus de fournir de cautionnement pour les frais.
77. Paragraph 349(b) of the French version of the Act is replaced by the following:
b) nommer un liquidateur en exigeant ou non un cautionnement, fixer sa rémunération et le remplacer;
78. Section 354 of the Act is replaced by the following:
Marginal note:Due diligence
354. A liquidator is not liable if they exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on
(a) financial statements of the bank represented to the liquidator by an officer of the bank or in a written report of the auditor or auditors of the bank fairly to reflect the financial condition of the bank; or
(b) a report of a person whose profession lends credibility to a statement made by them.
Marginal note:1999, c. 28, s. 35(1)
79. Paragraph 527(1)(b) of the Act is replaced by the following:
(b) the province in which the principal office of the authorized foreign bank is to be situated;
Marginal note:1999, c. 28, s. 35(1)
80. Paragraph 528(1)(a) of the Act is replaced by the following:
(a) change the name under which it is permitted to carry on business in Canada or the province in which its principal office is to be situated as that name or province is set out in the order made under subsection 524(1) or in any other order made under this section;
Marginal note:1999, c. 28, s. 35(1)
81. Subsections 535(1) and (2) of the Act are replaced by the following:
Marginal note:Principal office
535. (1) An authorized foreign bank shall at all times have a principal office in the province specified in the order made under subsection 524(1) or 528(1) with respect to it.
Marginal note:Change of principal office
(2) An authorized foreign bank may change the address of its principal office within the province specified in the order made under subsection 524(1) or 528(1) with respect to it.
Marginal note:1999, c. 28, s. 35(1)
82. (1) The portion of paragraph 585(3)(b) of the Act before subparagraph (ii) is replaced by the following:
(b) a member of a firm of accountants is deemed not to be independent of an authorized foreign bank if that member, a business partner of that member or the firm of accountants
(i) is a business partner, director, officer or employee of the authorized foreign bank or of any affiliate of the authorized foreign bank or is a business partner of any director, officer or employee of the authorized foreign bank or of any affiliate of the authorized foreign bank,
(2) Section 585 of the Act is amended by adding the following after subsection (3):
Marginal note:Business partners
(3.1) For the purposes of subsection (3), a business partner of a member of a firm of accountants includes
(a) another member of the firm; and
(b) a shareholder of the firm or of another business partner of the member.
Marginal note:2001, c. 9, s. 183
83. Section 669 of the Act is replaced by the following:
Marginal note:Authority of directors, officers and representatives
669. (1) No bank holding company and no guarantor of an obligation of a bank holding company may assert against a person dealing with the bank holding company or against a person who has acquired rights from the bank holding company that
(a) the bank holding company’s incorporating instrument or any by-laws of the bank holding company have not been complied with;
(b) the persons named as directors of the bank holding company in the most recent return sent to the Superintendent under section 951 are not the directors of the bank holding company;
(c) the place named in the incorporating instrument or by-laws of the bank holding company is not the place where the head office of the bank holding company is situated;
(d) a person held out by the bank holding company as a director, officer or representative of the bank holding company has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the bank holding company or usual for a director, officer or representative; or
(e) a document issued by any director, officer or representative of the bank holding company with actual or usual authority to issue the document is not valid or not genuine.
Marginal note:Exception — knowledge
(2) Subsection (1) does not apply in respect of a person who has or ought to have knowledge of a situation described in that subsection by virtue of their relationship to the bank holding company.
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