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

Marginal note:Application to court for indemnification

• 18 (1) A court may order an indemnity under section 16 on the application of the Board or a person referred to in subsection 16(1) or (4) and may make any further order that it thinks fit.

• Marginal note:Notice of application

  (2) Where an application is made for an order under subsection (1), the court may order notice to be given to any interested person, and that person is entitled to appear and be heard in person or by counsel.

Meetings

Marginal note:Resolution in lieu of meeting

• 19 (1) A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of the board of directors or of one of its committees, is as valid as if it had been passed at a meeting of the board of directors or of one of its committees.

• Marginal note:Filing resolution

  (2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the board of directors or its committees.

Marginal note:Participation by telephone

20 A director may, subject to the by-laws, participate in a meeting of the board of directors or of one of its committees by means of any telephone or other communications facilities that permit all persons participating in the meeting to communicate with each other, and a director who participates in that way is deemed for the purposes of this Act to be present at the meeting.

Marginal note:Dissent

• 21 (1) A director who is present at a meeting of the board of directors or of one of its committees is deemed to have consented to any resolution passed or action taken at the meeting unless

  • (a) the director’s dissent is entered in the minutes of the meeting or the director requests that the director’s dissent be entered in the minutes of the meeting;

  • (b) the director sends a written dissent to the secretary of the meeting before the meeting is adjourned; or

  • (c) the director sends a dissent by registered mail or delivers it to the head office of the Board immediately after the meeting is adjourned.

• Marginal note:Loss of right to dissent

  (2) A director who votes for or consents to a resolution is not entitled to dissent under subsection (1).

• Marginal note:Dissent of absent director

  (3) A director who was not present at a meeting at which a resolution was passed or an action was taken is deemed to have consented to the resolution or the action unless, within seven days after becoming aware of the resolution or the 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 head office of the Board.

Conflicts of Interest

Marginal note:Disclosure of director’s interest

• 22 (1) A director or officer of the Board shall disclose in writing to the Board or request to have entered in the minutes of a meeting of the board of directors or one of its committees the nature and extent of the director’s or officer’s interest

  • (a) as a party to a transaction or proposed transaction with the Board; or

  • (b) as a director or an officer of any entity that is a party to a transaction or proposed transaction with the Board or as a person who holds a material interest in any such entity.

• Marginal note:Time of disclosure for director

  (2) The disclosure must be made, in the case of a director,

  • (a) at the meeting at which a proposed transaction is first considered;

  • (b) if the director was not at the time of that meeting interested in a proposed transaction, at the first meeting after the director becomes so interested;

  • (c) if the director becomes interested after a transaction is made, at the first meeting after the director becomes so interested; or

  • (d) if a person who is interested in a transaction later becomes a director, at the first meeting after the person becomes a director.

• Marginal note:Time of disclosure for officer

  (3) The disclosure must be made, in the case of an officer,

  • (a) without delay after the officer becomes aware that the transaction or proposed transaction is to be considered or has been considered at a meeting of the board of directors or one of its committees;

  • (b) if the officer becomes interested after a transaction is made, without delay after the officer becomes so interested; or

  • (c) if a person who is interested in a transaction later becomes an officer, without delay after the person becomes an officer.

• Marginal note:Time of disclosure for director or officer

  (4) If a transaction or proposed transaction is one that, in the ordinary course of the Board’s business, would not require approval by the board of directors, a director or officer shall disclose in writing to the Board or request to have entered in the minutes of a meeting of the board of directors or one of its committees the nature and extent of the interest of the director or officer without delay after the director or officer becomes aware of the transaction or proposed transaction.

• Marginal note:Voting

  (5) A director referred to in subsection (1) shall not vote on a resolution or participate in a discussion to approve the transaction mentioned in that subsection unless the transaction is

  • (a) one relating primarily to the director’s remuneration as a director of the Board or one of its subsidiaries;

  • (b) one for indemnity or insurance under section 16 or 17; or

  • (c) one with a subsidiary.

• Marginal note:Continuing disclosure

  (6) For the purposes of this section, a general notice to the board of directors or to one of its committees by a director or officer, declaring that the director or officer is a director or officer of, or has a material interest in, an entity and is to be regarded as interested in any transaction made with that entity, is a sufficient declaration of interest in relation to any transaction so made.

• Marginal note:Avoidance standards

  (7) A transaction between the Board and one or more of its directors or officers, or between the Board and another entity of which a director or officer of the Board is a director or officer or in which a director or officer of the Board has a material interest, is neither void nor voidable by reason only of that relationship or by reason only that a director with an interest in the transaction is present at or is counted to determine the presence of a quorum at a meeting of the board of directors or on one its committees that authorized the transaction, if

  • (a) the director or officer disclosed the interest in accordance with subsection (2), (3), (4) or (6), as the case may be;

  • (b) the transaction was approved by the directors; and

  • (c) the transaction was reasonable and fair to the Board at the time it was approved.

• Marginal note:Application to court

  (8) Where a director or officer of the Board fails to disclose an interest in a transaction in accordance with this section, a court may, on the application of the Board, set aside the transaction on any terms that it thinks fit.

• Meaning of transaction

  (9) In this section, transaction includes a contract, a guarantee and an investment.

General

Marginal note:No constructive notice

23 No person dealing with the Board or with any person who has acquired rights from the Board is deemed to have notice or knowledge of the contents of a document, other than an Act of Parliament or any instrument required to be published in the Canada Gazette pursuant to the Statutory Instruments Act, concerning the Board by reason only that the document is available at the head office of the Board or has been made public.

Marginal note:Validity of acts

24 An act of the Chairperson or other director of the Board, or of the chief executive officer or other officer of the Board, is not invalid by reason only of an irregularity in that person’s appointment or a defect in that person’s qualifications.

Marginal note:Assertions

25 The Board may not assert against a person dealing with the Board or with any person who has acquired rights from the Board

• (a) that this Act or the by-laws have not been complied with, or

• (b) that a document issued by any director, officer or agent of the Board having apparent authority to issue the document is not valid or genuine by reason only that the person who issued the document lacked actual authority to issue the document,

except where the person has knowledge that the facts asserted are true.

Marginal note:Corporate seal

26 The Board may, but need not, have a corporate seal, and an instrument or agreement executed on behalf of the Board is not invalid merely because a corporate seal is not affixed to it.

By-laws

Marginal note:By-laws

• 27 (1) The board of directors may make by-laws that are consistent with this Act to govern the conduct and management of the Board’s business and affairs, including by-laws

  • (a) for the administration, management and control of the Board’s property;

  • (b) governing the calling of meetings of the board of directors and its committees, the time and place of those meetings and the quorum and procedure in all matters relating to those meetings;

  • (c) respecting the functions, duties and remuneration of the officers and employees of the Board; and

  • (d) respecting the establishment of committees of the board of directors and the appointment of members to those committees.

• Marginal note:Effective date

  (2) A by-law is effective as soon as it is made or on such later date as may be stated in the by-law to be its effective date.

Marginal note:Copy to Minister

• 28 (1) The board of directors shall provide a copy of every by-law and every amendment to or repeal of any by-law to the Minister and the appropriate provincial Ministers within 14 days after its effective date.

• Marginal note:By-laws available to the public

  (2) A copy of every by-law shall be kept at the head office of the Board. Anyone is entitled, during the usual business hours of the Board, to examine the by-laws and, on payment of a reasonable fee, to make copies of or take extracts from them.

Marginal note:Statutory Instruments Act does not apply

29 The Statutory Instruments Act does not apply in respect of by-laws.

Committees

Establishment

Marginal note:Audit and investment committees

• 30 (1) The board of directors shall establish an audit committee and an investment committee.

• Marginal note:Other committees

  (2) The board of directors may establish other committees as it deems necessary and assign to them such duties as it considers appropriate.

Audit Committee

Marginal note:Duties of audit committee

31 The audit committee shall

• (a) require the Board’s management to implement and maintain appropriate internal control procedures;

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

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

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

• (e) review all investments and transactions that could adversely affect the return on the Board’s investments that are brought to the committee’s attention by the Board’s auditor or officers; and

• (f) meet with the chief internal auditor of the Board, or with the person acting in any similar capacity, and with the Board’s management, to discuss the effectiveness of the internal control procedures.

Marginal note:Meeting of audit committee

• 32 (1) The Board’s auditor or any member of the audit committee may call a meeting of the committee.

• Marginal note:Meeting of directors

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