Canada Pension Plan Investment Board Act (S.C. 1997, c. 40)

Marginal note:Power to delegate

• 9 (1) Subject to subsection (2) and the by-laws, the board of directors may delegate to the Chairperson, to a committee of the board of directors or to any officer of the Board any of the powers or duties of the board of directors.

• Marginal note:Limits on power

  (2) The board of directors may not delegate the power to

  • (a) adopt, amend or repeal by-laws;

  • (b) establish the Board’s investment policies, standards and procedures;

  • (c) fill a vacancy in a committee of directors or in the office of auditor of the Board;

  • (d) appoint officers to the Board or fix their remuneration; or

  • (e) approve the annual financial statements of the Board and any other financial statements issued by the Board.

Directors

Marginal note:Appointment of directors

• 10 (1) Each director shall be appointed by the Governor in Council, on the recommendation of the Minister, to hold office during good behaviour for such term, not exceeding three years, as will ensure, as far as possible, the expiration in any one year of the terms of office of not more than one half of the directors.

• Marginal note:Committee to advise Minister

  (2) The Minister may establish a committee to advise the Minister on the appointment of directors. The committee shall consist of a representative designated by the Minister and a representative of each participating province designated by the appropriate provincial Minister for that province.

• Marginal note:Consultation with participating provinces

  (3) The Minister shall consult with the appropriate provincial Ministers of the participating provinces before making any recommendation to the Governor in Council with respect to the appointment of directors and before making an appointment under subsection (8).

• Marginal note:Appointment factors

  (4) Before making a recommendation to the Governor in Council with respect to the appointment of directors and before making an appointment under subsection (8), the Minister shall

  • (a) have regard to the desirability of having on the board of directors

    • (i) directors who are representative of the various regions of Canada, and

    • (ii) a sufficient number of directors with proven financial ability or relevant work experience to enable the Board to effectively achieve its objects; and

  • (b) endeavour to ensure that no more than three of the 12 directors reside outside Canada.

• Marginal note:Reappointment

  (5) A director is eligible for reappointment for one or more additional terms of office.

• Marginal note:Removal

  (6) The Governor in Council may remove a director for cause.

• Marginal note:Continuation in office

  (7) If no person is appointed to take office as a director on the expiration of the term of an incumbent director, the incumbent director continues in office until a successor is appointed.

• Marginal note:Vacancy

  (8) Where a person ceases to be a director during the term for which the person was appointed, the Minister shall appoint a qualified person to hold office as a director for the remainder of the term.

• Marginal note:Disqualified persons

  (9) The following persons are disqualified from being directors:

  • (a) a person who is less than 18 years of age;

  • (b) a person who is of unsound mind and has been so found by a court in Canada or elsewhere;

  • (c) a person who has the status of a bankrupt;

  • (d) a person who is not a natural person;

  • (e) a person who is an agent or employee of Her Majesty in right of Canada or in right of a province;

  • (f) a person who is a member of the Senate or House of Commons of Canada or a member of a provincial legislature; and

  • (g) a person who is an agent or employee of the government of a foreign country or any political subdivision of a foreign country.

  • (h) [Repealed, 2013, c. 40, s. 277]

• Marginal note:Remuneration and benefits of directors

  (10) A director is entitled to receive from the Board such remuneration and benefits as may be fixed by the by-laws, which remuneration and benefits shall be fixed having regard to the remuneration and benefits received by persons having similar responsibilities and engaged in similar activities.

Marginal note:Resignation

• 11 (1) The resignation of a director becomes effective at the time the Board receives a written resignation or at the time specified in the resignation, whichever is later.

• Marginal note:Copy of resignation

  (2) The Board shall send a copy of a director’s resignation to the Clerk of the Privy Council within 15 days after receiving it.

Chairperson

Marginal note:Chairperson

• 12 (1) The Governor in Council shall, on the recommendation of the Minister made after the Minister has consulted with the board of directors and the appropriate provincial Ministers of the participating provinces, designate one of the directors as Chairperson to hold office during good behaviour for such term as the Governor in Council deems appropriate.

• Marginal note:Removal

  (2) The Governor in Council may remove the Chairperson for cause.

• Marginal note:Presiding at meetings

  (3) The Chairperson shall preside at all meetings of the board of directors and may exercise such powers and perform such duties and functions as are specified by the board of directors.

• Marginal note:Replacement of Chairperson

  (4) Where the Chairperson is absent at any meeting of the board of directors, one of the directors present who is chosen to so act by the directors present shall preside and have all the powers, duties and functions of the Chairperson.

• Marginal note:Remuneration of Chairperson

  (5) The Chairperson is entitled to receive from the Board such remuneration and benefits as may be fixed by the by-laws, which remuneration and benefits shall be fixed having regard to the remuneration and benefits received by persons having similar responsibilities and engaged in similar activities.

Officers

Marginal note:Appointment of officers

• 13 (1) The board of directors may, subject to the by-laws, designate the offices of the Board, appoint officers of the Board and specify their duties.

• Marginal note:Directors not officers

  (2) A director is not eligible to be appointed an officer of the Board.

• Marginal note:Two or more offices

  (3) A person may hold two or more offices of the Board.

Duty of Care

Marginal note:Duty of care

• 14 (1) Every director and officer of the Board in exercising any of the powers of a director or an officer and in discharging any of the duties of a director or an officer shall

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

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

• Marginal note:Special knowledge or skill

  (2) A director or officer of the Board who in fact possesses, or by reason of profession or business ought to possess, a particular level of knowledge or skill relevant to the director’s or officer’s powers or duties shall employ that particular level of knowledge or skill in the exercise of those powers or the discharge of those duties.

• Marginal note:Reliance on statements

  (3) A director or an officer of the Board is deemed to comply with subsections (1) and (2) if they rely in good faith on

  • (a) financial statements of the Board represented by an officer of the Board, or represented in a written report of the Board’s auditor, to be a fair reflection of the financial condition of the Board; or

  • (b) a report of an accountant, lawyer, notary or other professional person whose profession lends credibility to a statement made by the person.

Marginal note:Duty to comply

• 15 (1) Every director, officer and employee of the Board shall comply with this Act and the by-laws.

• Marginal note:No exculpation

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

Indemnification

Marginal note:Indemnification

• 16 (1) Except in respect of an action by or on behalf of the Board to procure a judgment in its favour, the Board may indemnify a director or officer of the Board, a former director or officer of the Board, or any person who acts or acted at the Board’s request as a director or officer of an entity of which the Board is or was a shareholder or in which the Board has or had a financial interest, against all costs and expenses reasonably incurred by the person, including amounts paid in settlement or to satisfy a judgment, in respect of any civil, criminal or administrative action or proceeding to which the person is made a party by reason of being or having been such a person, if

  • (a) the person acted honestly and in good faith with a view to the best interests of the Board or the entity; and

  • (b) in the case of a criminal or administrative action or proceeding enforced by a monetary penalty, the person had reasonable grounds for believing that the impugned conduct was lawful.

• Marginal note:Indemnification in derivative action

  (2) The Board may, with the approval of a court, indemnify a person referred to in subsection (1), in respect of an action by or on behalf of the Board or an entity referred to in that subsection to procure a judgment in its favour to which the person is made a party by reason of being or having been a director or an officer of the Board or entity, against all costs and expenses reasonably incurred by the person, including an amount paid in settlement or to satisfy a judgment, in respect of that action if the person fulfils the conditions set out in paragraphs (1)(a) and (b).

• Marginal note:Right to indemnity

  (3) Notwithstanding the other subsections of this section, a person referred to in subsection (1) is entitled to indemnity from the Board in respect of all costs and expenses, including an amount paid in settlement or to satisfy a judgment, reasonably incurred by the person in respect of the defence of any civil, criminal or administrative action or proceeding to which the person is made a party by reason of being or having been a director or an officer of the Board or of an entity referred to in that subsection, if the person seeking indemnity

  • (a) was substantially successful on the merits in the defence of the action or proceeding; and

  • (b) fulfils the conditions set out in paragraphs (1)(a) and (b).

• Marginal note:Personal representatives

  (4) Where the Board could indemnify a person under any of subsections (1) to (3), the Board may to the same extent indemnify the heirs or personal representatives of the person.

• Definition of proceeding

  (5) For the purposes of this section, proceeding includes an investigation that

  • (a) pertains to the administration or enforcement of an Act of Parliament or of the legislature of a province;

  • (b) is authorized by or pursuant to an Act of Parliament or of the legislature of a province; or

  • (c) is within a class of investigations prescribed in the regulations.

Marginal note:Directors’ and officers’ insurance

17 The Board may purchase and maintain insurance for the benefit of any person referred to in subsection 16(1) and the personal representatives of that person against any liability incurred by the person

• (a) in the capacity of a director or officer of the Board, except where the liability relates to a failure to act honestly and in good faith with a view to the best interests of the Board; or

• (b) in the capacity of a director or officer of another entity where the person acts or acted in that capacity at the Board’s request, except where the liability relates to a failure to act honestly and in good faith with a view to the best interests of the entity.