Budget Implementation Act, 2023, No. 1 (S.C. 2023, c. 26)

Alternative Title

Marginal note:Alternative title

1 This Act may be cited as the Canada Innovation Corporation Act.

Interpretation

Marginal note:Definitions

2 The following definitions apply in this Act.

appropriate Minister

appropriate Minister has the same meaning as in section 2 of the Financial Administration Act. (ministre compétent)

Board

Board means the board of directors of the Corporation. (conseil)

Corporation

Corporation means the Canada Innovation Corporation continued under section 5. (Corporation)

federal institution

federal institution means

• (a) a department, as defined in section 2 of the Financial Administration Act; or

• (b) a Crown corporation, as defined in subsection 83(1) of that Act. (institution fédérale)

Minister

Minister means the Minister of Industry or, if another federal minister is designated under section 4, that minister.‍ (ministre)

Marginal note:Inconsistency

3 In the event of any inconsistency between this Act and Part X of the Financial Administration Act, this Act prevails to the extent of the inconsistency.

Designation of Minister

Marginal note:Order in council

4 The Governor in Council may, by order, designate any federal minister to be the Minister referred to in this Act.

Continuation and Status

Marginal note:Continuation

5 The Canada Innovation Corporation, incorporated under the Canada Business Corporations Act, is continued as a corporation under this Act.

Marginal note:Head office

6 The head office of the Corporation is to be at a place in Canada that is designated by the Governor in Council.

Marginal note:Not Crown agent

7 The Corporation is not an agent of His Majesty in right of Canada, except when

• (a) providing advice to a federal institution at the request of the appropriate Minister;

• (b) developing, delivering or administering programs under paragraph 10(e);

• (c) negotiating arrangements or agreements or carrying out any activities related to such arrangements or agreements under paragraph 10(f); or

• (d) carrying out any activity conducive to the carrying out of its purpose that the Governor in Council may, by order, specify.

Marginal note:Capacity

8 In carrying out its purpose, the Corporation has the capacity, rights, powers and privileges of a natural person.

Purpose and Functions

Marginal note:Purpose

9 The purpose of the Corporation is to maximize business investment in research and development across all sectors of the economy and in all regions of Canada to promote innovation-driven economic growth.

Marginal note:Functions

10 In carrying out its purpose, the Corporation may

• (a) act as a centre of expertise on national and international industrial and technology trends;

• (b) promote the ownership and retention of intangible assets in Canada;

• (c) monitor, analyze and disseminate information on research and development in Canada, including for the purposes of supporting the evaluation of programs related to its purpose and improving those programs;

• (d) provide financial support, including in the form of grants, or advice;

• (e) at the request of the appropriate Minister, made after consultation by the appropriate Minister with the Minister, develop, deliver or administer a program on behalf of a federal institution to the extent that the Corporation is able to recover the incurred costs that are specified by the Board;

• (f) at the request of the appropriate Minister, made after consultation by the appropriate Minister with the Minister, negotiate arrangements or agreements with foreign entities on behalf of a federal institution or carry out any activities related to such arrangements or agreements on behalf of a federal institution; and

• (g) carry out any other function conducive to the carrying out of its purpose that the Governor in Council may, by order, specify.

Board, Chief Executive Officer and Employees

Marginal note:Composition of Board

11 The Board consists of a chairperson and not fewer than four and not more than 11 other directors.

Marginal note:Appointment of directors

• 12 (1) Each director, other than the chairperson, is to be appointed by the Minister, after consultation by the Minister with the Minister of Finance and the Board and with the approval of the Governor in Council, for a term of not more than four years that will ensure, to the extent possible, the expiry in any one year of the terms of office of not more than one half of the directors.

• Marginal note:Federal public administration

  (2) No more than two of the directors appointed under subsection (1) may be appointed from among persons who occupy a position in the federal public administration.

• Marginal note:Appointment of chairperson

  (3) The chairperson is to be appointed by the Minister, after consultation by the Minister with the Minister of Finance and the Board and with the approval of the Governor in Council, for a term that the Governor in Council considers appropriate.

• Marginal note:Ineligibility — chairperson

  (4) A person is not eligible to be appointed or to continue as the chairperson if they occupy a position in the federal public administration.

• Marginal note:Continuation in office

  (5) The chairperson may, with the authorization of the Board, continue in office after the expiration of their term of office until the earlier of

  • (a) the 180th day after the day on which their term of office ends, and

  • (b) the day on which they are reappointed or their successor is appointed.

• Marginal note:Absence or incapacity — chairperson

  (6) If the chairperson is absent or unable to act or the office of chairperson is vacant, the Board may authorize one of the other directors to act as chairperson, but that person is not authorized to act as chairperson for a period of more than 180 days without the approval of the Governor in Council.

• Marginal note:Removal from office

  (7) The chairperson and each of the other directors holds office during pleasure and may be removed by the Minister after consultation by the Minister with the Minister of Finance and the Board and with the approval of the Governor in Council.

Marginal note:Appointment of chief executive officer

• 13 (1) The chief executive officer of the Corporation is to be appointed by the Minister, after consultation by the Minister with the Minister of Finance, from among persons nominated by the Board, for a term that the Minister considers appropriate.

• Marginal note:No overlapping offices

  (2) A person is not entitled to hold the offices of director and chief executive officer at the same time.

• Marginal note:Reappointment

  (3) The chief executive officer is eligible to be reappointed at the end of their term of office.

• Marginal note:Continuation in office

  (4) The chief executive officer may, with the authorization of the Board, continue in office after the expiration of their term of office until the earlier of

  • (a) the 180th day after the day on which their term of office ends, and

  • (b) the day on which they are reappointed or their successor is appointed.

• Marginal note:Absence or incapacity — chief executive officer

  (5) If the chief executive officer is absent or unable to act or the office of chief executive officer is vacant, the Board may authorize an officer or employee of the Corporation to act as chief executive officer, but that person is not authorized to act as chief executive officer for a period of more than 180 days unless the Minister, after consultation by that Minister with the Minister of Finance, approves a longer period.

• Marginal note:Removal from office

  (6) The chief executive officer holds office during pleasure and may be removed by the Minister after consultation by the Minister with the Minister of Finance and the Board.

Marginal note:Attendance of chief executive officer at meetings

14 Subject to any by-law of the Board, the chief executive officer may attend meetings of the Board or any committee of the Board.

Marginal note:Accident compensation

15 The directors, chief executive officer and employees of the Corporation are deemed to be employees for the purposes of the Government Employees Compensation Act and to be employed in the federal public administration for the purposes of any regulations made under section 9 of the Aeronautics Act.

Marginal note:Guidelines

• 16 (1) The Board must establish guidelines respecting conflicts of interest and confidential information.

• Marginal note:Copy to Minister

  (2) The Board must, after establishing or modifying the guidelines, provide a copy of the guidelines to the Minister.

• Marginal note:Modifications

  (3) The Minister may, after consulting the Board, modify the guidelines respecting conflicts of interest as they apply to the chief executive officer.

• Marginal note:Sections 116 and 117 of Financial Administration Act

  (4) The guidelines respecting conflicts of interest must be consistent with sections 116 and 117 of the Financial Administration Act.

Marginal note:Evaluation committee

• 17 (1) The Board must establish an evaluation committee that is responsible for advising the Corporation on matters relating to the provision of financial support by the Corporation.

• Marginal note:Directors not eligible

  (2) Directors are not eligible to be members of the committee.

• Marginal note:By-laws

  (3) The Board may make by-laws respecting the committee, including respecting the matters relating to the provision of financial support on which it is to advise the Corporation and respecting the expertise of its members.

Miscellaneous Provisions

Marginal note:Restriction on directives

18 A directive must not be given to the Corporation under subsection 89(1) of the Financial Administration Act requiring the Corporation to provide financial support to a specific entity or a group of specific entities or requiring the Corporation to provide advice to a specific entity or a group of specific entities.

Marginal note:Disclosure of information to federal institutions

• 19 (1) The Corporation may disclose any information in its possession to a federal institution if that disclosure is related to the carrying out of the Corporation’s purpose.

• Marginal note:Disclosure of information to Corporation

  (2) A federal institution may disclose any information in its possession to the Corporation if that disclosure is related to the carrying out of the Corporation’s purpose.

Marginal note:Payments out of Consolidated Revenue Fund

• 20 (1) Subject to subsection (2), the Minister must pay out of the Consolidated Revenue Fund the following amounts, or any greater amounts specified in an appropriation Act, to the Corporation:

  • (a) for the financial year ending March 31, 2024, $198,000,000;

  • (b) for the financial year ending March 31, 2025, $775,000,000;

  • (c) for the financial year ending March 31, 2026, $800,000,000;

  • (d) for the financial year ending March 31, 2027, $800,000,000; and

  • (e) for each subsequent financial year, $525,000,000.

• Marginal note:Withholding of payment

  (2) The Minister may, with the approval of the Minister of Finance, withhold all or part of the payment for a financial year.

• Marginal note:Consultation with Board

  (3) The Minister must consult the Board before withholding all or part of a payment.

• Marginal note:Report

  (4) If the Minister withholds a payment, the Minister must cause a report setting out the reasons for withholding the payment to be tabled in each House of Parliament on any of the first 15 days on which that House is sitting after the payment has been withheld.

Marginal note:Payments to Receiver General

• 21 (1) Within three months after the end of each financial year, the Corporation must pay to the Receiver General the money of the Corporation that was in excess of $66,000,000 at the end of that financial year.

• Marginal note:Non-application

  (2) Sections 130 to 130.2 of the Financial Administration Act do not apply in respect of the Corporation.

Marginal note:Financial year

22 The financial year of the Corporation is the period of 12 months beginning on April 1 and ending on the next March 31.

Marginal note:Quarterly financial reports

23 The following information must be included in the quarterly financial report that the Corporation is required to cause to be prepared under subsection 131.1(1) of the Financial Administration Act:

• (a) the name of each entity with which the Corporation entered into an agreement or arrangement in that quarter to provide financial support; and

• (b) the amount of the financial support provided for in each agreement or arrangement.

Marginal note:Annual reports

24 The following information must be included in the annual report that the Corporation is required to submit under subsection 150(1) of the Financial Administration Act:

• (a) information relating to each program that it developed, delivered or administered under paragraph 10(e) in the financial year;

• (b) the name of each entity to which it provided financial support of $100,000 or more in that year and the amount of that financial support; and

• (c) the number of entities to which it provided financial support of less than $100,000 in that year and the total amount of the financial support provided to those entities.

Transitional Provisions

Marginal note:Definitions

25 The following definitions apply in sections 26 to 35.

Director

Director has the same meaning as in subsection 2(1) of the Canada Business Corporations Act. (directeur)

former Corporation

former Corporation means the Canada Innovation Corporation incorporated under the Canada Business Corporations Act. (ancienne Corporation)

new Corporation

new Corporation means the Canada Innovation Corporation continued under section 5. (nouvelle Corporation)

Marginal note:Copy of order provided to Director

• 26 (1) The Minister must provide the Director with a copy of the order made under subsection 241(1) of the Budget Implementation Act, 2023, No. 1.

• Marginal note:Deeming

  (2) For the purposes of the Canada Business Corporations Act, the copy of the order is deemed to be a notice referred to in subsection 188(7) of that Act, satisfactory to the Director, that the former Corporation has been continued under one of the Acts referred to in subsection 188(2) of that Act.

Marginal note:Transfer of shares

27 All the shares of the former Corporation are transferred to the Minister to hold in trust for His Majesty in Right of Canada.

Marginal note:Chairperson’s interim powers

28 During the period beginning on the day on which this section comes into force and ending on the day on which at least four other directors are in office, the chairperson comprises the Board and may exercise all the powers of the Board.

Marginal note:Rights preserved

29 For greater certainty,

• (a) subject to subsections 12(7) and 13(6), the chairperson, directors and chief executive officer of the former Corporation who hold office immediately before the day on which this section comes into force continue to hold office as the chairperson, directors and chief executive officer, respectively, of the new Corporation for the remainder of the term for which they were appointed;

• (b) the property and rights of the former Corporation continue to be the property and rights of the new Corporation;

• (c) the new Corporation continues to be liable for the obligations of the former Corporation;

• (d) unless the context otherwise requires, every reference to the former Corporation in any contract, instrument or act or other document executed or signed by the former Corporation is to be read as a reference to the new Corporation;

• (e) an existing cause of action, claim or liability to prosecution relating to the former Corporation is unaffected;

• (f) a civil, criminal or administrative action or proceeding pending by or against the former Corporation may be continued by or against the new Corporation; and

• (g) a conviction against, or ruling, order or judgment in favour of or against, the former Corporation may be enforced by or against the new Corporation.

Marginal note:Industrial Research Assistance Program

• 30 (1) Any person who, immediately before the day on which this section comes into force, occupied a position within the Industrial Research Assistance Program of the National Research Council of Canada, beginning on that day, occupies their position within the new Corporation.

• Marginal note:No change in status

  (2) Nothing in subsection (1) or in any regulations made under section 35 is to be construed as affecting the status of such a person except that, beginning on the day on which this section comes into force, the person occupies their position within the new Corporation.

• Marginal note:Managerial or confidential position

  (3) For greater certainty, a person’s status includes whether or not they occupy a managerial or confidential position.

Marginal note:Transfer of appropriations

31 If this section comes into force before March 31, 2024, any money that is appropriated by an Act of Parliament, for the financial year in which this section comes into force, to defray any expenditure of the National Research Council of Canada that is related to the Industrial Research Assistance Program and that, on the day on which this section comes into force, is unexpended is deemed, on that day, to be an amount appropriated to defray any expenditure of the new Corporation. The Minister must pay that amount to the new Corporation.

Marginal note:Transfer of rights, property and obligations

32 All rights and property of the National Research Council of Canada that are related to the Industrial Research Assistance Program and of His Majesty in right of Canada that are under the administration and control of the National Research Council of Canada and are related to the Industrial Research Assistance Program and all obligations of the National Research Council of Canada that are related to the Industrial Research Assistance Program are transferred to the new Corporation.

Marginal note:Transfer of powers, duties and functions

33 If a power, duty or function is, under any contract, lease, licence or other document, vested in or exercisable by a person who, immediately before the day on which this section comes into force, occupied a position within the Industrial Research Assistance Program of the National Research Council of Canada, the power, duty or function is vested in and is to be exercised by the new Corporation.

Marginal note:Information about Industrial Research Assistance Program

34 The National Research Council of Canada may disclose any information that is under its control and that is related to the Industrial Research Assistance Program to the new Corporation.

Marginal note:Regulations

35 The Governor in Council may make regulations respecting the transfer of the Industrial Research Assistance Program of the National Research Council of Canada to the new Corporation, including regulations respecting the manner in which rights, property and obligations are to be transferred under section 32 and any restrictions on those transfers.