Board of Directors
Marginal note:Board of directors
7 The Board shall be managed by a board of directors of 12 directors, including the Chairperson.
Marginal note:Principal duties
Marginal note:Specific duties
(2) Without limiting the generality of subsection (1), the board of directors shall
(a) establish written investment policies, standards and procedures in accordance with section 35;
(b) establish procedures for the identification of potential conflicts of interest and procedures to resolve those conflicts;
(c) establish a code of conduct for officers and employees of the Board; and
(d) designate a committee of the board of directors to monitor application of the conflict of interest procedures and the code of conduct.
Marginal note:Power to delegate
9 (1) Subject to subsection (2) and the by-laws, the board of directors may delegate to the Chairperson, to a committee of the board of directors or to any officer of the Board any of the powers or duties of the board of directors.
Marginal note:Limits on power
(2) The board of directors may not delegate the power to
(a) adopt, amend or repeal by-laws;
(b) establish the Board’s investment policies, standards and procedures;
(c) fill a vacancy in a committee of directors or in the office of auditor of the Board;
(d) appoint officers to the Board or fix their remuneration; or
(e) approve the annual financial statements of the Board and any other financial statements issued by the Board.
Marginal note:Appointment of directors
10 (1) Each director shall be appointed by the Governor in Council, on the recommendation of the Minister, to hold office during good behaviour for such term, not exceeding three years, as 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:Committee to advise Minister
(2) The Minister may establish a committee to advise the Minister on the appointment of directors. The committee shall consist of a representative designated by the Minister and a representative of each participating province designated by the appropriate provincial Minister for that province.
Marginal note:Consultation with participating provinces
(3) The Minister shall consult with the appropriate provincial Ministers of the participating provinces before making any recommendation to the Governor in Council with respect to the appointment of directors and before making an appointment under subsection (8).
Marginal note:Appointment factors
(4) Before making a recommendation to the Governor in Council with respect to the appointment of directors and before making an appointment under subsection (8), the Minister shall
(a) have regard to the desirability of having on the board of directors
(b) endeavour to ensure that no more than three of the 12 directors reside outside Canada.
(5) A director is eligible for reappointment for one or more additional terms of office.
(6) The Governor in Council may remove a director for cause.
Marginal note:Continuation in office
(7) If no person is appointed to take office as a director on the expiration of the term of an incumbent director, the incumbent director continues in office until a successor is appointed.
(8) Where a person ceases to be a director during the term for which the person was appointed, the Minister shall appoint a qualified person to hold office as a director for the remainder of the term.
Marginal note:Disqualified persons
(9) The following persons are disqualified from being directors:
(a) a person who is less than 18 years of age;
(b) a person who is of unsound mind and has been so found by a court in Canada or elsewhere;
(c) a person who has the status of a bankrupt;
(d) a person who is not a natural person;
(e) a person who is an agent or employee of Her Majesty in right of Canada or in right of a province;
(f) a person who is a member of the Senate or House of Commons of Canada or a member of a provincial legislature; and
(g) a person who is an agent or employee of the government of a foreign country or any political subdivision of a foreign country.
(h) [Repealed, 2013, c. 40, s. 277]
Marginal note:Remuneration and benefits of directors
(10) A director is entitled to receive from the Board such remuneration and benefits as may be fixed by the by-laws, which remuneration and benefits shall be fixed having regard to the remuneration and benefits received by persons having similar responsibilities and engaged in similar activities.
- 1997, c. 40, s. 10
- 2013, c. 40, s. 277
Marginal note:Copy of resignation
(2) The Board shall send a copy of a director’s resignation to the Clerk of the Privy Council within 15 days after receiving it.
12 (1) The Governor in Council shall, on the recommendation of the Minister made after the Minister has consulted with the board of directors and the appropriate provincial Ministers of the participating provinces, designate one of the directors as Chairperson to hold office during good behaviour for such term as the Governor in Council deems appropriate.
(2) The Governor in Council may remove the Chairperson for cause.
Marginal note:Presiding at meetings
(3) The Chairperson shall preside at all meetings of the board of directors and may exercise such powers and perform such duties and functions as are specified by the board of directors.
Marginal note:Replacement of Chairperson
(4) Where the Chairperson is absent at any meeting of the board of directors, one of the directors present who is chosen to so act by the directors present shall preside and have all the powers, duties and functions of the Chairperson.
Marginal note:Remuneration of Chairperson
(5) The Chairperson is entitled to receive from the Board such remuneration and benefits as may be fixed by the by-laws, which remuneration and benefits shall be fixed having regard to the remuneration and benefits received by persons having similar responsibilities and engaged in similar activities.
Marginal note:Appointment of officers
Marginal note:Directors not officers
(2) A director is not eligible to be appointed an officer of the Board.
Marginal note:Two or more offices
(3) A person may hold two or more offices of the Board.
Duty of Care
Marginal note:Duty of care
Marginal note:Special knowledge or skill
(2) A director or officer of the Board who in fact possesses, or by reason of profession or business ought to possess, a particular level of knowledge or skill relevant to the director’s or officer’s powers or duties shall employ that particular level of knowledge or skill in the exercise of those powers or the discharge of those duties.
Marginal note:Reliance on statements
(3) A director or an officer of the Board is deemed to comply with subsections (1) and (2) if they rely in good faith on
(a) financial statements of the Board represented by an officer of the Board, or represented in a written report of the Board’s auditor, to be a fair reflection of the financial condition of the Board; or
(b) a report of an accountant, lawyer, notary or other professional person whose profession lends credibility to a statement made by the person.
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