Budget Implementation Act, 2018, No. 2 (S.C. 2018, c. 27)

Marginal note:No waiver

• 999.2 (1) For greater certainty, the disclosure by an insurance holding company — or by a person who controls an insurance holding company or by an entity that is affiliated with an insurance holding company — to the Superintendent of any information that is subject to a privilege under the law of evidence, solicitor-client privilege or the professional secrecy of advocates and notaries or to litigation privilege does not constitute a waiver of any of those privileges or that secrecy.

• Marginal note:No disclosure

  (2) The Superintendent shall not disclose any information referred to in subsection (1) to any person whose powers, duties or functions include

  • (a) the investigation or prosecution of an offence under any Act of Parliament or of the legislature of a province; or

  • (b) the investigation of, or conduct of proceedings in respect of, a violation under an Act referred to in paragraph (a).

Marginal note:Remittance of fees and charges: shared

• 29.3 (1) Subject to subsection (2), one half of the amounts of the fees and charges obtained in accordance with regulations made under section 29.1 shall be paid to the credit of the Receiver General and the other half shall be paid to the credit of Her Majesty in right of the Province, in the time and manner prescribed under those regulations.

• Marginal note:Remittance of fees and charges to the Province

  (2) If the fees and charges referred to in subsection (1) are related to the powers, duties or functions of the Board for the administration of the pricing mechanisms for greenhouse gas emissions referred to in subsection 164.3(1), they shall be paid in their entirety to the credit of Her Majesty in right of the Province.

Pricing for Greenhouse Gas Emissions

Marginal note:Definitions

164.1 The following definitions apply in sections 164.2 and 164.3.

greenhouse gas

greenhouse gas has the same meaning as the definition of greenhouse gas in paragraph 2(f) of the Management of Greenhouse Gas Act, S.N.L. 2016, c. M-1.001. (gaz à effet de serre)

Management of Greenhouse Gas Act

Management of Greenhouse Gas Act means the Management of Greenhouse Gas Act, S.N.L. 2016, c. M-1.001, and its regulations, as amended from time to time. (texte provincial)

Marginal note:Application

• 164.2 (1) Subject to subsection (2), the provisions of the Management of Greenhouse Gas Act relating to greenhouse gas emissions pricing apply, with any modifications that the circumstances require and that may be prescribed, to a work or activity authorized under this Part that is carried out within the offshore area.

• Marginal note:Limitation

  (2) Subsection (1) does not apply to any provision of the Management of Greenhouse Gas Act that imposes a tax.

• Marginal note:Statutory Instruments Act

  (3) The Statutory Instruments Act does not apply to any instrument made by a provincial official or body under the authority of the provisions of the Management of Greenhouse Gas Act that are incorporated by reference under subsection (1).

• Marginal note:Service Fees Act

  (4) For greater certainty, the Service Fees Act does not apply to any fee, charge or levy that is fixed under the provisions of the Management of Greenhouse Gas Act that are incorporated by reference under subsection (1).

• Marginal note:Federal Courts Act

  (5) Any official or body that exercises a power or performs a duty or function under the provisions of the Management of Greenhouse Gas Act that are incorporated by reference under subsection (1) is not a federal board, commission or other tribunal for the purposes of the Federal Courts Act.

• Marginal note:Review or appeal in Provincial courts

  (6) If a power is conferred or a duty or function is imposed by the provisions of the Management of Greenhouse Gas Act that are incorporated by reference under subsection (1), the exercise of the power or the performance of the duty or function is subject to review by, or appeal to, the courts of the Province in the same manner and to the same extent as if the laws of the Province applied.

• Marginal note:Amounts collected

  (7) Payments collected by an official or body under the provisions of the Management of Greenhouse Gas Act that are incorporated by reference under subsection (1) belong to Her Majesty in right of the Province and are not public money for the purposes of the Financial Administration Act.

Marginal note:Powers, duties and functions of Board

• 164.3 (1) The Board may, under an agreement with the appropriate provincial Minister or in accordance with the Management of Greenhouse Gas Act, exercise any power or perform any duty or function set out in that agreement or Act to ensure, within the offshore area, the administration and enforcement of the pricing mechanisms for greenhouse gas emissions set out in the provisions of that Act that are incorporated by reference under subsection 164.2(1).

• Marginal note:Liability for acts and omissions

  (2) In respect of any act or omission occurring in the exercise of a power or the performance of a duty or function under subsection (1),

  • (a) Her Majesty in right of Canada is entitled to the same limits on liability, defences and immunities as those that would apply to Her Majesty in right of the Province when Her Majesty in right of the Province exercises such a power or performs such a duty or function under the law that applies in the Province; and

  • (b) any person or body exercising the power or performing the duty or function is entitled to the same limits on liability, defences and immunities as those that would apply to a person or body when the person or body exercises such a power or performs such a duty or function under the law that applies in the Province.

• Marginal note:Disclosure of information

  (3) In exercising its powers and performing its duties and functions under subsection (1), the Board may obtain from the appropriate provincial Minister and disclose to that Minister any information with respect to the administration of the Management of Greenhouse Gas Act.

Marginal note:Non-application

189.1 Despite section 164.2 of the Canada–Newfoundland and Labrador Atlantic Accord Implementation Act, if the offshore area, as defined in section 2 of that Act, is mentioned in Part 2 of Schedule 1 to this Act, section 164.2 of that Act does not apply.

• Marginal note:Repeal

  (5) Unless repealed on an earlier date, the Canada–Newfoundland and Labrador Offshore Marine Installations and Structures Occupational Health and Safety Transitional Regulations, the Canada–Newfoundland and Labrador Offshore Marine Installations and Structures Transitional Regulations and the Canada–Newfoundland and Labrador Offshore Area Diving Operations Safety Transitional Regulations are repealed on the expiry of six years after the day on which this section comes into force.

• Marginal note:Repeal

  (5) Unless repealed on an earlier date, the Canada–Nova Scotia Offshore Marine Installations and Structures Occupational Health and Safety Transitional Regulations, the Canada–Nova Scotia Offshore Marine Installations and Structures Transitional Regulations and the Canada–Nova Scotia Offshore Area Diving Operations Safety Transitional Regulations are repealed on the expiry of six years after the day on which this section comes into force.

Marginal note:Individual with significant control

• 2.1 (1) For the purposes of this Act, any of the following individuals is an individual with significant control over a corporation:

  • (a) an individual who has any of the following interests or rights, or any combination of them, in respect of a significant number of shares of the corporation:

    • (i) the individual is the registered holder of them,

    • (ii) the individual is the beneficial owner of them, or

    • (iii) the individual has direct or indirect control or direction over them;

  • (b) an individual who has any direct or indirect influence that, if exercised, would result in control in fact of the corporation; or

  • (c) an individual to whom prescribed circumstances apply.

• Marginal note:Joint ownership or control

  (2) Two or more individuals are each considered to be an individual with significant control over a corporation if, in respect of a significant number of shares of the corporation,

  • (a) an interest or right, or a combination of interests or rights, referred to in paragraph (1)(a) is held jointly by those individuals; or

  • (b) a right, or combination of rights, referred to in paragraph (1)(a) is subject to any agreement or arrangement under which the right or rights are to be exercised jointly or in concert by those individuals.

• Marginal note:Significant number of shares

  (3) For the purposes of this section, a significant number of shares of a corporation is

  • (a) any number of shares that carry 25% or more of the voting rights attached to all of the corporation’s outstanding voting shares; or

  • (b) any number of shares that is equal to 25% or more of all of the corporation’s outstanding shares measured by fair market value.

Marginal note:Register

• 21.1 (1) The corporation shall prepare and maintain, at its registered office or at any other place in Canada designated by the directors, a register of individuals with significant control over the corporation that contains

  • (a) the names, the dates of birth and the latest known address of each individual with significant control;

  • (b) the jurisdiction of residence for tax purposes of each individual with significant control;

  • (c) the day on which each individual became or ceased to be an individual with significant control, as the case may be;

  • (d) a description of how each individual is an individual with significant control over the corporation, including, as applicable, a description of their interests and rights in respect of shares of the corporation;

  • (e) any other prescribed information; and

  • (f) a description of each step taken in accordance with subsection (2).

• Marginal note:Updating of information

  (2) At least once during each financial year of the corporation, the corporation shall take reasonable steps to ensure that it has identified all individuals with significant control over the corporation and that the information in the register is accurate, complete and up-to-date.

• Marginal note:Recording of information

  (3) If the corporation becomes aware of any information referred to in paragraphs (1)(a) to (e) as a result of steps taken in accordance with subsection (2) or through any other means, the corporation shall record that information in the register within 15 days of becoming aware of it.

• Marginal note:Information from shareholders

  (4) If the corporation requests information referred to in any of paragraphs (1)(a) to (e) from one of its shareholders, the shareholder shall, to the best of their knowledge, reply accurately and completely as soon as feasible.

• Marginal note:Disposal of personal information

  (5) Within one year after the sixth anniversary of the day on which an individual ceases to be an individual with significant control over the corporation, the corporation shall — subject to any other Act of Parliament and to any Act of the legislature of a province that provides for a longer retention period — dispose of any of that individual’s personal information, as defined in subsection 2(1) of the Personal Information Protection and Electronic Documents Act, that is recorded in the register.

• Marginal note:Offence

  (6) A corporation that, without reasonable cause, contravenes this section is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars.

• Marginal note:Non-application

  (7) This section does not apply to a corporation that

  • (a) is a reporting issuer or an émetteur assujetti under an Act of the legislature of a province relating to the regulation of securities;

  • (b) is listed on a designated stock exchange, as defined in subsection 248(1) of the Income Tax Act; or

  • (c) is a member of a prescribed class.

Marginal note:Inability to identify individuals

21.2 A corporation to which section 21.1 applies shall take prescribed steps if it is unable to identify any individuals with significant control over the corporation.

Marginal note:Disclosure to Director

• 21.3 (1) A corporation to which section 21.1 applies shall disclose to the Director, on request, any information in its register of individuals with significant control.

• Marginal note:Access — affidavit

  (2) Shareholders and creditors of the corporation or their personal representatives, on sending to the corporation or its agent or mandatary the affidavit referred to in subsection (3), may on application require the corporation or its agent or mandatary to allow the applicant access to the register of the corporation referred to in subsection 21.1(1) during the usual business hours of the corporation and, on payment of a reasonable fee, provide the applicant with an extract from that register.

• Marginal note:Affidavit

  (3) The affidavit required under subsection (2) shall contain

  • (a) the name and address of the applicant;

  • (b) the name and address for service of the body corporate, if the applicant is a body corporate; and

  • (c) a statement that any information obtained under subsection (2) will not be used except as permitted under subsection (5).

• Marginal note:Application by body corporate

  (4) If the applicant is a body corporate, the affidavit shall be made by a director or officer of the body corporate.

• Marginal note:Use of information

  (5) Information obtained under subsection (2) shall not be used by any person except in connection with

  • (a) an effort to influence the voting of shareholders of the corporation;

  • (b) an offer to acquire securities of the corporation; or

  • (c) any other matter relating to the affairs of the corporation.

• Marginal note:Offence

  (6) A person who, without reasonable cause, contravenes subsection (5) is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months, or to both.

Marginal note:Offence — preparation and maintenance of register

• 21.4 (1) Every director or officer of a corporation who knowingly authorizes, permits or acquiesces in the contravention of subsection 21.1(1) by that corporation commits an offence, whether or not the corporation has been prosecuted or convicted.

• Marginal note:Offence — recording of false or misleading information

  (2) Every director or officer of a corporation who knowingly records or knowingly authorizes, permits or acquiesces in the recording of false or misleading information in the register of the corporation referred to in subsection 21.1(1) commits an offence.

• Marginal note:Offence — provision of false or misleading information

  (3) Every director or officer of a corporation who knowingly provides or knowingly authorizes, permits or acquiesces in the provision to any person or entity of false or misleading information in relation to the register of the corporation referred to in subsection 21.1(1) commits an offence.

• Marginal note:Offence — subsection 21.1(4)

  (4) Every shareholder who knowingly contravenes subsection 21.1(4) commits an offence.

• Marginal note:Penalty

  (5) A person who commits an offence under any of subsections (1) to (4) is liable on summary conviction to a fine not exceeding $200,000 or to imprisonment for a term not exceeding six months, or to both.