Marginal note:Chairperson to preside

29. The Chairperson shall preside at meetings of the Board, but in the event of the absence or incapacity of the Chairperson or a vacancy in that office, the Chief Executive Officer shall preside.

Marginal note:Authority of Chief Executive Officer

• 30. (1) The Chief Executive Officer of the Corporation has, on behalf of the Board, the direction and control of the business of the Corporation with authority to act in the conduct of that business in all matters that are not by this Part or by the by-laws of the Corporation specifically reserved to be done by the Board.

• Marginal note:Absence or incapacity

  (2) In the event of the absence or incapacity of the Chief Executive Officer or a vacancy in that office, the Board shall authorize another officer or director of the Corporation to act as the Chief Executive Officer, but no person may act as such for a period exceeding sixty days without the approval of the Governor in Council.

Marginal note:Appointment of directors

• 4. (1) Each director, other than the Chairperson and the President, shall be appointed by the Minister, with the approval of the Governor in Council, to hold office during pleasure for a term not exceeding four years that 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:Appointment

  (2) The directors, other than the Chairperson and the President, shall be appointed by the Minister of Agriculture and Agri-Food, with the approval of the Governor in Council, for a term not exceeding four years that 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:Committees

• 8. (1) The Board may establish an executive committee and any other committees that the Board considers advisable, and may determine their composition and duties and the tenure of their members.

• Marginal note:Schedule VI

  (10) The Governor in Council may, by order,

  • (a) add to Part I of Schedule VI the name of any department named in Schedule I;

  • (b) add to Part II or III of Schedule VI the name of any department and a reference to the accounting officer for the department;

  • (c) amend Part II or III of Schedule VI by replacing a reference to the accounting officer for a department with a new reference;

  • (d) move from Part II to Part III of Schedule VI, or from Part III to Part II of that Schedule, the name of a department and the reference to its accounting officer;

  • (e) amend Part I, II or III of Schedule VI by replacing the former name of a department with the new name; and

  • (f) delete the name of a department and the reference to its accounting officer from Part I, II or III of Schedule VI, where the department has ceased to exist or become part of another department.

• (e.2) internal audit in the federal public administration;

PART I.1INTERNAL AUDIT AND ACCOUNTING OFFICERS

Marginal note:Audit capacity

16.1 The deputy head or chief executive officer of a department is responsible for ensuring an internal audit capacity appropriate to the needs of the department.

Marginal note:Audit committees

16.2 Subject to and except as otherwise provided in any directives issued by the Treasury Board under paragraph 7(1)(e.2), the deputy head or chief executive officer of a department shall establish an audit committee for the department.

Marginal note:Appointment

• 16.21 (1) A person who does not occupy a position in the federal public administration but who meets the qualifications established by directive of the Treasury Board may be appointed to an audit committee by the Treasury Board on the recommendation of the President of the Treasury Board.

• Marginal note:Term of office

  (2) A member of an audit committee so appointed holds office during pleasure for a term not exceeding four years, which may be renewed for a second term.

• Marginal note:Remuneration

  (3) A member of an audit committee so appointed shall be paid the remuneration and expenses fixed by the Treasury Board.

Definition of “accounting officer”

16.3 In sections 16.4 and 16.5, “accounting officer”

• (a) with respect to a department named in Part I of Schedule VI, means its deputy minister; and

• (b) with respect to a department named in Part II or III of Schedule VI, means the person occupying the position set out opposite that name.

Marginal note:Accountability of accounting officers within framework of ministerial accountability

• 16.4 (1) Within the framework of the appropriate minister’s responsibilities and his or her accountability to Parliament, and subject to the appropriate minister’s management and direction of his or her department, the accounting officer of a department named in Part I of Schedule VI is accountable before the appropriate committees of the Senate and the House of Commons for

  • (a) the measures taken to organize the resources of the department to deliver departmental programs in compliance with government policies and procedures;

  • (b) the measures taken to maintain effective systems of internal control in the department;

  • (c) the signing of the accounts that are required to be kept for the preparation of the Public Accounts pursuant to section 64; and

  • (d) the performance of other specific duties assigned to him or her by or under this or any other Act in relation to the administration of the department.

• Marginal note:Accountability of accounting officers within framework of ministerial accountability

  (2) Within the framework of the appropriate minister’s responsibilities under the Act or order constituting the department and his or her accountability to Parliament, the accounting officer of a department named in Part II or III of Schedule VI is accountable before the appropriate committees of the Senate and the House of Commons for

  • (a) the measures taken to organize the resources of the department to deliver departmental programs in compliance with government policies and procedures;

  • (b) the measures taken to maintain effective systems of internal control in the department;

  • (c) the signing of the accounts that are required to be kept for the preparation of the Public Accounts pursuant to section 64; and

  • (d) the performance of other specific duties assigned to him or her by or under this or any other Act in relation to the administration of the department.

• Marginal note:Appearance before committee

  (3) The obligation of an accounting officer under this section is to appear before the appropriate committee of the Senate or the House of Commons and answer questions put to him or her by members of the committee in respect of the carrying out of the responsibilities and the performance of the duties referred to in subsection (1) or (2), as the case may be.

Marginal note:Written guidance from Secretary

• 16.5 (1) Where the appropriate minister and the accounting officer for a department named in Part I or II of Schedule VI are unable to agree on the interpretation or application of a policy, directive or standard issued by the Treasury Board, the accounting officer shall seek guid­ance in writing on the matter from the Secretary of the Treasury Board.

• Marginal note:Referral to Treasury Board

  (2) Where guidance is provided under subsection (1) and the matter remains unresolved, the appropriate minister shall refer the matter to the Treasury Board for a decision.

• Marginal note:Copy to Auditor General

  (3) A decision by the Treasury Board shall be in writing and a copy shall be provided to the Auditor General of Canada.

• Marginal note:Cabinet confidence

  (4) The copy of a decision provided to the Auditor General of Canada is a confidence of the Queen’s Privy Council for Canada for the purposes of any Act of Parliament.