Canada Pension Plan Investment Board Regulations (SOR/99-190)

9 [Repealed, SOR/2005-150, s. 1]

10 [Repealed, SOR/2001-522, s. 2]

Quantitative Limits

• 11 (1) The Board shall not directly or indirectly invest more than 10 per cent of the total book value of the Board’s assets in the securities of

  • (a) any one person;

  • (b) two or more associated persons; or

  • (c) two or more affiliated corporations.

• (2) Subsection (1) does not apply in respect of investments in

  • (a) a subsidiary of the Board;

  • (b) securities issued or fully guaranteed by the Government of Canada, the government of a province, or an agency of either of them;

  • (c) a fund composed of mortgage-backed securities that are fully guaranteed by the Government of Canada, the government of a province, or an agency of either of them;

  • (d) a fund that replicates the composition of a widely recognized index of a broad class of securities traded on a public exchange; or

  • (e) a segregated fund or mutual or pooled fund that complies with the requirements applicable to a plan under the Pension Benefits Standards Regulations, 1985.

12 [Repealed, SOR/2012-296, s. 2]

• 13 (1) The Board shall not directly or indirectly invest in the securities of a corporation to which are attached more than 30 per cent of the votes that may be cast to elect the directors of the corporation.

• (2) Subsection (1) does not apply in respect of investments in securities issued by a subsidiary of the Board.

14 [Repealed, SOR/2007-13, s. 1]

Related Party Transactions

15 For the purposes of sections 16 and 17

• (a) if a transaction is entered into by, or on behalf of, the Board with a person who the Board, or any person acting on the Board’s behalf, knows will become a related party to the Board, the person shall be considered to be a related party of the Board in respect of the transaction; and

• (b) the fulfilment of an obligation under the terms of any transaction, including the payment of interest on a loan or deposit, is part of the transaction and not a separate transaction.

• 16 (1) Subject to sections 17 and 18, the Board shall not directly or indirectly enter into a transaction with a related party.

• (2) Subject to sections 17 and 18, within the 12-month period after the day on which a person ceases to be a related party, the Board shall not directly or indirectly enter into a transaction with that person.

• 17 (1) The Board may enter into a transaction with a related party if

  • (a) the transaction is required for the operation or administration of the Board; and

  • (b) the terms and conditions of the transaction are not less favourable to the Board than market terms and conditions.

• (2) The Board may invest the moneys of the Board in the securities of a related party if those securities are acquired at a public exchange.

• (3) The Board may enter into a transaction with a related party if the value of the transaction is nominal.

• (4) For the purposes of subsection (3), in assessing whether the value of a transaction is nominal, two or more transactions with the same related party shall be considered as a single transaction.

18 Sections 11 to 16 do not apply in respect of

• (a) investments in a corporation that are held as a result of an arrangement, within the meaning of subsection 192(1) of the Canada Business Corporations Act, for the reorganization or liquidation of the corporation or for the amalgamation of the corporation with another corporation, if the investments are to be exchanged for shares or debt obligations; or

• (b) assets that are acquired through the realization of a security interest held by the Board and that are held for a period not exceeding two years after the day on which the assets were acquired.

General

• 19 (1) The moneys of the Board are to be invested

  • (a) in a name that clearly indicates that the investment is held in trust for the Board and, where the investment is capable of being registered, registered in that name;

  • (b) in the name of a financial institution, or a nominee of one, in accordance with a custodial agreement or trust agreement, entered into with the financial institution, that clearly indicates that the investment is held for the Board; or

  • (c) in the name of CDS Clearing and Depository Services Inc., or its nominee, in accordance with a custodial or trust agreement that is entered into with a financial institution and clearly indicates that the investment is held for the Board.

• (2) For the purposes of subsection (1), custodial agreement means an agreement providing that

  • (a) an investment made or held on behalf of the Board pursuant to the agreement

    • (i) constitutes part of the Board’s assets, and

    • (ii) shall not at any time constitute an asset of the custodian or nominee; and

  • (b) records shall be maintained by the custodian that are sufficient to allow the ownership of any investment to be traced to the Board at any time.

20 The Board shall maintain a current record that clearly identifies every investment held by the Board in its name and every investment held in the name of a third party on behalf of the Board, the name in which the investment is made and, where appropriate, the name in which the investment is registered.

PART 2Annual Report

21 The definitions in this section apply in this Part.

compensation

compensation includes annual salary, bonuses, non-cash remuneration, termination arrangements, and deferred compensation, including pension benefits funded by the Board, for service rendered by an individual in all capacities to the Board and its subsidiaries. (rémunération)

executive officers

executive officers means the five most highly compensated officers of the Board or its subsidiaries. (principaux dirigeants)

• 22 (1) The annual report must include a statement of the corporate governance practices of the board of directors that sets out

  • (a) its duties, objectives and mandate;

  • (b) its committees, their composition, mandates and activities;

  • (c) the decisions requiring its prior approval;

  • (d) the procedures in place for the assessment of its performance; and

  • (e) its expectations in respect of the Board’s management.

• (2) The Board shall include, in its annual report, information disclosing the total compensation awarded to, earned by, or paid to the directors and executive officers during the financial year.

• (3) Where a special audit has been conducted pursuant to section 46 of the Act or a special examination has been conducted pursuant to section 47 of the Act, the results must be included in the next annual report.

• (4) The annual report must include a summary of the procedures established under paragraph 8(2)(b) of the Act and of the code of conduct established under paragraph 8(2)(c) of the Act.

Coming into Force

23 These Regulations come into force on the day on which they are registered.