Public Sector Pension Investment Board Act (S.C. 1999, c. 34)

Short Title

Marginal note:Short title

1 This Act may be cited as the Public Sector Pension Investment Board Act.

Interpretation

Marginal note:Definitions

2 The definitions in this section apply in this Act.

Board

Board means the Public Sector Pension Investment Board established by section 3. (Office)

by-law

by-law means a by-law of the Board. (Version anglaise seulement)

entity

entity means a body corporate, a trust, a partnership, an unincorporated association or organization, Her Majesty in right of Canada or of a province or an agency of Her Majesty in right of Canada or of a province and the government of a foreign country or any political subdivision or agency of the government of a foreign country. (entité)

fund

fund means

• (a) the Canadian Forces Pension Fund or the Canadian Forces Superannuation Investment Fund within the meaning of the Canadian Forces Superannuation Act, or, if regulations are made under section 59.1 of that Act, a fund established under the regulations;

• (b) the Public Service Pension Fund or the Public Service Superannuation Investment Fund, within the meaning of the Public Service Superannuation Act; or

• (c) the Royal Canadian Mounted Police Pension Fund or the Royal Canadian Mounted Police Superannuation Investment Fund, within the meaning of the Royal Canadian Mounted Police Superannuation Act. (fonds)

Minister

Minister means the President of the Treasury Board. (ministre)

prescribed

prescribed means prescribed by regulation. (Version anglaise seulement)

subsidiary

subsidiary means a corporation that is wholly owned by the Board directly or indirectly through any number of subsidiaries each of which is wholly owned directly or indirectly by the Board. (filiale)

Constitution of the Board

Marginal note:Board established

• 3 (1) There is established a body corporate to be known as the Public Sector Pension Investment Board.

• Marginal note:Not agent of Her Majesty

  (2) The Board is not an agent of Her Majesty.

• Marginal note:Not part of federal public administration

  (3) Directors, officers, employees, and agents and mandataries, of the Board are not part of the federal public administration.

• Marginal note:Head office

  (4) The head office of the Board shall be in the National Capital Region as described in the schedule to the National Capital Act.

• Marginal note:Canada Not-for-profit Corporations Act

  (5) The Canada Not-for-profit Corporations Act does not apply to the Board.

• Marginal note:Financial Administration Act

  (6) Part X of the Financial Administration Act, except for sections 89.8 to 89.92, 113.1, 132 to 147 and 154.01, does not apply to the Board. For the purposes of those sections, any reference to section 131 of that Act shall be read as a reference to section 35 of this Act.

• Marginal note:Reports and special examination

  (7) Any report or information in respect of the Board that is provided to the Minister under sections 132 to 147 of the Financial Administration Act shall also be provided to the Minister of National Defence and the Minister of Public Safety and Emergency Preparedness. The Minister may only require a special examination under subsection 138(2) of that Act if the Minister has consulted with those Ministers.

Capital and Shares

Marginal note:Capital

• 3.1 (1) The capital of the Board is $100. The Minister shall pay the capital of the Board out of the Consolidated Revenue Fund.

• Marginal note:Shares

  (2) The capital is divided into 10 shares having a par value of $10 each. The shares shall be issued to the Minister to be held on behalf of Her Majesty in right of Canada.

• Marginal note:Registration

  (3) The shares issued to the Minister shall be registered by the Board in the name of the Minister.

Objects and Powers

Marginal note:Objects

• 4 (1) The objects of the Board are

  • (a) to manage amounts that are transferred to it under subsections 54(2) and 55.2(5) and section 59.4 of the Canadian Forces Superannuation Act, subsections 43(2) and 44.2(5) of the Public Service Superannuation Act and subsections 28(2) and 29.2(5) of the Royal Canadian Mounted Police Superannuation Act in the best interests of the contributors and beneficiaries under those Acts; and

  • (b) to invest its assets with a view to achieving a maximum rate of return, without undue risk of loss, having regard to the funding, policies and requirements of the pension plans established under the Acts referred to in paragraph (a) and the ability of those plans to meet their financial obligations.

• Marginal note:Costs of operation

  (2) The costs associated with the operation of the Board shall be paid out of the funds.

• Marginal note:Consultation

  (3) The Minister shall determine from which funds the costs shall be paid, but no amount shall be taken out of the Canadian Forces Pension Fund or the Canadian Forces Superannuation Investment Fund — or, if regulations are made under section 59.1 of the Canadian Forces Superannuation Act, from the fund referred to in section 59.3 of that Act — without consulting the Minister of National Defence, or from the Royal Canadian Mounted Police Pension Fund or the Royal Canadian Mounted Police Superannuation Investment Fund without consulting the Minister of Public Safety and Emergency Preparedness.

Marginal note:Powers of Board

• 5 (1) The Board has the capacity and, subject to this Act, the rights, powers and privileges of a natural person.

• Marginal note:No inconsistent business or activity

  (2) The Board and its subsidiaries shall not, directly or indirectly, carry on any business or activity or exercise any power that is inconsistent with the Board’s objects, or that the Board is restricted by this Act from carrying on or exercising, and shall not, directly or indirectly, exercise any of its powers in a manner contrary to this Act.

• Marginal note:No invalidity

  (3) No act of the Board, including a transfer of property, is invalid by reason only that the Board was without the capacity or power to so act.

• Marginal note:Consultation

  (4) The Minister shall consult the Board if changes to pension plan design or funding are proposed with respect to the pension plans created under the Acts referred to in paragraph 4(1)(a).

Marginal note:Investment management services

• 5.1 (1) Without limiting the generality of subsection 5(1) and despite subsection 5(2), the Board may incorporate a subsidiary for the purpose of providing investment management services to the Canada Growth Fund Inc. in accordance with any terms agreed to by the subsidiary and the Canada Growth Fund Inc.

• Marginal note:Costs

  (2) Despite subsection 4(2), the costs associated with the establishment and operation of the subsidiary and with the provision of investment management services are to be paid by the Canada Growth Fund Inc.

Payment into Consolidated Revenue Fund

Marginal note:Duty of Board

• 5.2 (1) The Board shall, at the request of the Minister, pay into the Consolidated Revenue Fund

  • (a) any amount that is required for the payment of benefits under subsection 44.2(6) of the Public Service Superannuation Act, subsection 55.2(6) of the Canadian Forces Superannuation Act or regulations made under section 59.1 of that Act, or subsection 29.2(6) of the Royal Canadian Mounted Police Superannuation Act;

  • (b) any amount that is determined under paragraph 44.4(2)(b) of the Public Service Superannuation Act, paragraph 55.4(2)(b) of the Canadian Forces Superannuation Act or paragraph 29.4(2)(b) of the Royal Canadian Mounted Police Superannuation Act; and

  • (c) any amount that is required for the payment of the costs determined under section 44.5 of the Public Service Superannuation Act, section 55.5 of the Canadian Forces Superannuation Act or section 29.5 of the Royal Canadian Mounted Police Superannuation Act or the costs for the administration of a fund established by regulations made under section 59.1 of the Canadian Forces Superannuation Act.

• Marginal note:Consultation

  (2) Before requesting the payment of an amount referred to in paragraph (1)(a) or (c), the Minister shall consult

  • (a) the Minister of National Defence if the amount is in relation to the Canadian Forces Superannuation Act; and

  • (b) the Minister of Public Safety and Emergency Preparedness if the amount is in relation to the Royal Canadian Mounted Police Superannuation Act.

Management

Board of Directors

Marginal note:Board of directors

• 6 (1) The Board shall be managed by a board of 13 directors, including the Chairperson.

• Marginal note:Disqualified persons

  (2) 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;

  • (d.1) a person who is an employee of the Board;

  • (e) a person who is an agent or employee of Her Majesty in right of Canada;

  • (f) a person who is a member of the Senate or House of Commons of Canada or a member of a provincial legislature;

  • (g) a person who

    • (i) is entitled to or has been granted a pension benefit under the Public Service Superannuation Act, the Canadian Forces Superannuation Act or the Royal Canadian Mounted Police Superannuation Act,

    • (ii) is entitled to or has been granted a superannuation or pension benefit of a prescribed kind that is payable out of the Consolidated Revenue Fund and is chargeable to a Superannuation Account or another account in the accounts of Canada or is payable out of a fund, or

    • (iii) is subject to a superannuation or pension fund or plan under which he or she may become entitled to a benefit referred to in subparagraph (i) or (ii);

  • (g.1) a person who is a member of an advisory committee established under section 41 of the Public Service Superannuation Act, section 49.1 of the Canadian Forces Superannuation Act or section 25.1 of the Royal Canadian Mounted Police Superannuation Act;

  • (h) a person who is an agent or employee of the government of a foreign country or any political subdivision of a foreign country; and

  • (i) a person who is not a resident of Canada.

Marginal note:Principal duties

• 7 (1) Subject to this Act, the board of directors shall manage or supervise the management of the business and affairs of the Board.

• Marginal note:Specific duties

  (2) Without limiting the generality of subsection (1), the board of directors shall

  • (a) on an annual basis, establish written investment policies, standards and procedures for each fund that the Board manages;

  • (b) monitor the officers and employees of the Board to ensure compliance with the investment policies, standards and procedures established under paragraph (a);

  • (c) prepare or have prepared financial statements for each fund on a quarterly and on an annual basis in accordance with this Act;

  • (d) establish procedures for the identification of real or potential conflicts of interest and procedures to resolve those conflicts;

  • (e) establish a code of conduct for officers and employees of the Board; and

  • (f) 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

• 8 (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;

  • (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.

Directors

Marginal note:Appointment of directors

• 9 (1) Each director shall be appointed by the Governor in Council, on the recommendation of the Minister, to hold office during good behaviour for a term, not exceeding four years, that will ensure, as far as possible, the expiry in any one year of the terms of office of not more than one half of the directors.

• Marginal note:Recommendations from list of nominating committee

  (2) The recommendation of the Minister under subsection (1) shall be made from the list of qualified candidates proposed by the nominating committee established under section 10.

• Marginal note:Recommendations for certain directors

  (3) For two of the directors, the Minister’s recommendation under subsection (1) shall be made from among the candidates who are included on the list in accordance with subsection 10(6).

Marginal note:Nominating committee

• 10 (1) The Minister shall establish a nominating committee to establish a list of qualified candidates for proposed appointment as directors. The committee shall consist of eight members appointed as follows:

  • (a) an independent chairperson appointed by the Minister after consulting with the Minister of National Defence and the Minister of Public Safety and Emergency Preparedness who, at the time of appointment,

    • (i) is not entitled to nor has been granted a pension benefit under the Public Service Superannuation Act, the Canadian Forces Superannuation Act or the Royal Canadian Mounted Police Superannuation Act,

    • (ii) is neither entitled to nor has been granted a superannuation or pension benefit of a prescribed kind that is payable out of the Consolidated Revenue Fund and is chargeable to a Superannuation Account or another account in the accounts of Canada or is payable out of a fund, and

    • (iii) is not subject to a superannuation or pension fund or plan under which he or she may become entitled to a benefit referred to in subparagraph (i) or (ii);

  • (b) two members appointed by the Minister, after the Minister has received recommendations from the advisory committee referred to in section 41 of the Public Service Superannuation Act, one of whom must represent persons employed in the public service within the meaning of that Act;

  • (c) one member appointed by the Minister who is in receipt of a pension under any of the Canadian Forces Superannuation Act, the Public Service Superannuation Act and the Royal Canadian Mounted Police Superannuation Act;

  • (d) two members appointed by the Minister of National Defence after that minister has received recommendations from the advisory committee referred to in section 49.1 of the Canadian Forces Superannuation Act; and

  • (e) two members appointed by the Minister of Public Safety and Emergency Preparedness after that minister has received recommendations from the advisory committee referred to in section 25.1 of the Royal Canadian Mounted Police Superannuation Act.

• Marginal note:Term of office

  (2) The members of the nominating committee hold office for five years and are eligible for reappointment for one or more additional terms.

• Marginal note:Removal

  (3) The Minister who appoints a member may remove that member at any time.

• Marginal note:Disqualified persons

  (4) When the nominating committee is establishing a list of suitable candidates for appointment as directors, it shall take into account that the persons referred to in subsection 6(2) are not eligible to be directors.

• Marginal note:Factors for consideration

  (5) When the nominating committee is establishing a list of qualified candidates for proposed appointment as directors, it shall have regard to the desirability of having on the board of directors a sufficient number of directors with proven financial ability or relevant work experience such that the Board will be able to effectively achieve its objects.

• Marginal note:Inclusion of certain candidates

  (6) When including a candidate who the Minister may recommend under subsection 9(3) on a list of qualified candidates for proposed appointment as directors, the nominating committee shall consult the portion of the National Joint Council of the Public Service that represents employees and shall have regard to any factors for consideration provided by that portion of the National Joint Council.

Marginal note:Reappointment of directors

• 11 (1) A director is eligible for reappointment for one or more additional terms of office.

• Marginal note:Removal

  (2) The Governor in Council may remove a director for cause.

• Marginal note:Continuation in office

  (3) If no person is appointed to take office as a director on the expiry of the term of an incumbent director, the incumbent director continues in office until a successor is appointed.

• Marginal note:Vacancy

  (4) If a person ceases to be a director during the term for which the person was appointed, the Minister shall consult the list established by the nominating committee and shall appoint a qualified person to hold office as a director for the remainder of the term.

Marginal note:Remuneration of directors

12 A director is entitled to receive from the Board the remuneration that may be fixed by the by-laws, which remuneration shall be fixed having regard to the remuneration received by persons having similar responsibilities and engaged in similar activities.

Marginal note:Resignation

• 13 (1) The resignation of a director becomes effective at the time the Board receives a written resignation or at the time specified in the resignation, whichever is later.

• 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.

Chairperson

Marginal note:Chairperson

• 14 (1) The Governor in Council shall, on the recommendation of the Minister after the Minister has consulted with the board of directors, the Minister of National Defence and the Minister of Public Safety and Emergency Preparedness, designate one of the directors as Chairperson to hold office during good behaviour.

• Marginal note:Removal

  (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 the powers and perform the duties and functions that are specified by the board of directors.

• Marginal note:Replacement of Chairperson

  (4) If 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:Incapacity of Chairperson

  (5) If the Chairperson is incapable of performing his or her duties or there is a vacancy in the office of Chairperson, the Minister may designate another director to exercise the powers and perform the duties and functions of the Chairperson.

• Marginal note:Remuneration of Chairperson

  (6) The Chairperson is entitled to receive from the Board the remuneration that may be fixed by the by-laws, which remuneration shall be fixed having regard to the remuneration received by persons having similar responsibilities and engaged in similar activities.

Officers

Marginal note:Appointment of officers

• 15 (1) The board of directors may, subject to the by-laws, designate the offices of the Board, appoint officers of the Board and specify their duties.

• 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.

Standard

Marginal note:Obligation

• 16 (1) Every director and officer of the Board in exercising any of the powers of a director or an officer and in discharging any of the duties of a director or an officer shall

  • (a) act honestly and in good faith with a view to the best interests of the Board; and

  • (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

• 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 he or she relies 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.

Marginal note:Duty to comply

• 17 (1) Every director, officer and employee of the Board shall comply with this Act and the by-laws.

• Marginal note:No exculpation

  (2) No provision in any contract, in any resolution of the Board or in the by-laws relieves any director, officer or employee of the Board from the duty to act in accordance with this Act or relieves a director, officer or employee from liability for a breach of the Act.

Marginal note:Directors’ and officers’ insurance

• 18 (1) The Board may purchase and maintain insurance for the benefit of a director or officer of the Board, a former director or officer of the Board, or any person who acts or acted at the Board’s request as a director or officer of an entity of which the Board is or was a shareholder or in which the Board has or had a financial interest — and the personal representatives of that person — against any liability incurred by the person in that capacity unless the liability relates to a failure to act honestly and in good faith.

• Marginal note:If no insurance

  (2) If the Board does not purchase and maintain insurance under subsection (1), the Board shall indemnify each person referred to in that subsection, out of the funds, against any liability incurred by the person in that capacity, so long as the person acted honestly and in good faith.

Decisions of Board of Directors

Marginal note:Decisions

19 Apart from the meeting required by section 49, the board of directors, or any committee of the board of directors, need not have any meetings unless required to do so by the by-laws. It shall make decisions by majority vote of a quorum of members, either in person or otherwise, in accordance with the by-laws.

Conflicts of Interest

Marginal note:Disclosure of director’s interest

• 20 (1) A director or officer of the Board shall disclose in writing to the Board or request to have entered in the minutes of a meeting of the board of directors or one of its committees the nature and extent of the director’s or officer’s interest, as prescribed,

  • (a) as a party to a transaction or proposed transaction with the Board; or

  • (b) as a director or an officer of any entity that is a party to a transaction or proposed transaction with the Board or as a person who holds a material interest in any such entity.

• Marginal note:Time of disclosure for director

  (2) The disclosure must be made, in the case of a director,

  • (a) at the meeting at which a proposed transaction is first considered;

  • (b) if the director was not at the time of that meeting interested in a proposed transaction, at the first meeting after the director becomes so interested;

  • (c) if the director becomes interested after a transaction is made, at the first meeting after the director becomes so interested; or

  • (d) if a person who is interested in a transaction later becomes a director, at the first meeting after the person becomes a director.

• Marginal note:Time of disclosure for officer

  (3) The disclosure must be made, in the case of an officer,

  • (a) without delay after the officer becomes aware that the transaction or proposed transaction is to be considered or has been considered at a meeting of the board of directors or one of its committees;

  • (b) if the officer becomes interested after the transaction is made, without delay after the officer becomes so interested; or

  • (c) if a person who is interested in the transaction later becomes an officer, without delay after the person becomes an officer.

• Marginal note:Time of disclosure for director or officer

  (4) If a transaction or proposed transaction is one that, in the ordinary course of the Board’s business, would not require approval by the board of directors, a director or officer shall disclose in writing to the Board or request to have entered in the minutes of a meeting of the board of directors or one of its committees the nature and extent of the interest of the director or officer without delay after the director or officer becomes aware of the transaction or proposed transaction.

• Marginal note:Voting

  (5) A director referred to in subsection (1) shall not vote on a resolution or participate in a discussion to approve the transaction mentioned in that subsection unless the transaction is

  • (a) one relating primarily to the director’s remuneration as a director of the Board or one of its subsidiaries;

  • (b) one for insurance or indemnity under section 18; or

  • (c) one with a subsidiary.

• Marginal note:Continuing disclosure

  (6) For the purposes of this section, a general notice to the board of directors or to one of its committees by a director or officer, declaring that the director or officer is a director or officer of, or has a material interest in, an entity and is to be regarded as interested in any transaction made with that entity, is a sufficient declaration of interest in relation to any transaction so made.

• Marginal note:Avoidance standards

  (7) A transaction between the Board and one or more of its directors or officers, or between the Board and another entity of which a director or officer of the Board is a director or officer or in which a director or officer of the Board has a material interest, is not null, void or voidable by reason only of that relationship or by reason only that a director with an interest in the transaction is present at or is counted to determine the presence of a quorum at a meeting of the board of directors or on one its committees that authorized the transaction, if

  • (a) the director or officer disclosed the interest in accordance with subsection (2), (3), (4) or (6);

  • (b) the transaction was approved by the directors; and

  • (c) the transaction was reasonable and fair to the Board at the time it was approved.

• Marginal note:Application to court

  (8) If a director or officer of the Board fails to disclose an interest in a transaction in accordance with this section, a court may, on the application of the Board, set aside the transaction on any terms that it thinks fit.

• Marginal note:Meaning of transaction

  (9) In this section, transaction includes a contract, a guarantee and an investment.

General

Marginal note:No constructive notice

21 No person dealing with the Board or with any person who has acquired rights from the Board is deemed to have notice or knowledge of the contents of a document, other than an Act of Parliament or any instrument required to be published in the Canada Gazette pursuant to the Statutory Instruments Act, concerning the Board by reason only that the document is available at the head office of the Board or has been made public.

Marginal note:Validity of acts

22 An act of the Chairperson or other director of the Board, or of the chief executive officer or other officer of the Board, is not invalid by reason only of an irregularity in that person’s appointment or a defect in that person’s qualifications.

Marginal note:Assertions

23 The Board may not assert against a person dealing with the Board — or with a person who has acquired rights from the Board — other than one who has knowledge that the facts asserted are true

• (a) that this Act or the by-laws have not been complied with; or

• (b) that a document issued by a director, officer or an agent or mandatary of the Board having apparent authority to issue the document is not valid or genuine by reason only that the person who issued the document lacked actual authority to issue the document.

By-laws

Marginal note:By-laws

• 24 (1) The board of directors may make by-laws that are consistent with this Act to govern the conduct and management of the Board’s business and affairs, including by-laws

  • (a) for the administration, management and control of the Board’s property;

  • (b) governing the calling of meetings of the board of directors and its committees, the time and place of those meetings and the quorum and procedure in all matters relating to those meetings;

  • (c) respecting the functions, duties and remuneration of the directors, officers and employees of the Board; and

  • (d) respecting the establishment of committees of the board of directors and the appointment of members to those committees.

• Marginal note:Effective date

  (2) A by-law is effective as soon as it is made or on a later date that may be stated in the by-law to be its effective date.

Marginal note:Copy to ministers

• 25 (1) The board of directors shall provide a copy of every by-law and every amendment to or repeal of any by-law to the Minister, the Minister of National Defence and the Minister of Public Safety and Emergency Preparedness within 14 days after its effective date.

• Marginal note:By-laws available to the public

  (2) A copy of every by-law shall be kept at the head office of the Board. Anyone is entitled, during the usual business hours of the Board, to examine the by-laws and, on payment of a reasonable fee, to make copies of or take extracts from them.

Marginal note:Statutory Instruments Act does not apply

26 The Statutory Instruments Act does not apply in respect of by-laws.

Committees

Establishment

Marginal note:Audit and investment committees

• 27 (1) The board of directors shall establish an audit committee and an investment committee.

• Marginal note:Restriction — audit committee

  (1.1) None of the members of the audit committee may be officers or employees of the Board or any of its affiliates, within the meaning of section 83 of the Financial Administration Act.

• Marginal note:Other committees

  (2) The board of directors may establish the other committees that it considers necessary and assign to them the duties that it considers appropriate.

Audit Committee

Marginal note:Duties of audit committee

28 The audit committee shall

• (a) require the Board’s management to implement and maintain appropriate internal control procedures;

• (b) review, evaluate and approve those internal control procedures;

• (c) review and approve the Board’s annual financial statements and report to the board of directors before those statements are approved by the board of directors;

• (d) meet with the Board’s auditor to discuss the Board’s annual financial statements and the auditor’s report;

• (e) review all investments and transactions that could adversely affect the return on the Board’s investments that are brought to the committee’s attention by the Board’s auditor or officers;

• (f) meet with the chief internal auditor of the Board, or with the person acting in a similar capacity, and with the Board’s management, to discuss the effectiveness of the internal control procedures; and

• (g) perform the other duties that the board of directors assigns to it.

Marginal note:Audit committee may request consideration of matters

29 The board of directors shall consider, on request of the audit committee, a matter of concern to the committee.

Marginal note:Auditor’s right to attend meetings

• 30 (1) The Board’s auditor is entitled to receive notice of and to attend meetings of the board of directors and meetings of the audit committee, at the Board’s expense, and to be heard at those meetings on matters relating to the auditor’s duties.

• Marginal note:Rights if no meeting

  (2) If the board of directors or the audit committee proposes to make a decision with respect to matters referred to in subsection (1) without holding a meeting, the auditor is entitled to notice of a proposed decision to be made by the board or the committee and the proposed decision shall not be made until the auditor has been given the opportunity to make submissions on the matter in writing, in accordance with the by-laws.

• Marginal note:Requiring auditor’s attendance

  (3) The Board’s auditor shall attend meetings of the audit committee, if requested to do so by a member of the audit committee — and shall attend meetings of the board of directors, if requested to do so by a director — at the Board’s expense.

Investment Committee

Marginal note:Duties of investment committee

31 The investment committee shall

• (a) perform the duties that are assigned to it by the board of directors;

• (b) approve the engagement of investment managers empowered with discretionary authority to invest the assets of the Board;

• (c) meet with the officers and employees of the Board to discuss the effectiveness of the Board’s investment policies and the achievement of the Board’s objects;

• (d) require management to implement and maintain appropriate procedures to

  • (i) monitor the application of the Board’s investment policies, standards and procedures, and

  • (ii) ensure that the Board’s agents and mandataries comply with this Act and the Board’s investment policies, standards and procedures; and

• (e) review, evaluate and approve management’s procedures referred to in paragraph (d).

Investments

Marginal note:Investment policies, standards and procedures

32 Subject to the regulations, the board of directors shall establish, and the Board and its subsidiaries shall adhere to, investment policies, standards and procedures that a person of ordinary prudence would exercise in dealing with the property of others.

Marginal note:Non-application — investment management services

32.1 The investment policies, standards and procedures established under section 32 do not apply in respect of a subsidiary incorporated for the purpose of providing investment management services to the Canada Growth Fund Inc.

Marginal note:Duty of investment managers

33 Every investment manager who invests the assets of the Board shall do so in accordance with this Act and the Board’s investment policies, standards and procedures.

Financial Management

Financial Year

Marginal note:Financial year

34 The financial year of the Board is the period beginning on April 1 in one calendar year and ending on March 31 in the next calendar year.

Financial Statements

Marginal note:Books and systems

• 35 (1) The Board shall, in respect of itself and each of its subsidiaries, cause

  • (a) books of account and records to be kept for each fund;

  • (b) financial and management control and information systems and management practices to be maintained; and

  • (c) a record of the investments held by each fund during the financial year to be kept, showing

    • (i) the book value of each investment,

    • (ii) the market value of each investment and the information that would permit the verification of that value, and

    • (iii) the information that would permit the determination of whether the requirements of this Act and the investment policies, standards and procedures have been met.

• Marginal note:Manner in which books, etc., to be kept

  (2) The books, records, systems and practices required by subsection (1) shall be kept and maintained in a manner that will provide reasonable assurance that

  • (a) the Board’s assets and those of its subsidiaries are safeguarded and controlled;

  • (b) the Board’s transactions and those of its subsidiaries are in accordance with this Act and the by-laws, or the by-laws of its subsidiaries; and

  • (c) the Board’s financial, human and physical resources and those of its subsidiaries are managed economically and efficiently and that the Board’s operations and those of its subsidiaries are carried out effectively.

• Marginal note:Internal audit

  (3) The Board shall cause internal audits to be conducted, in respect of itself and each of its subsidiaries, to assess compliance with subsections (1) and (2).

• Marginal note:Annual financial statements

  (4) The Board shall cause annual financial statements, in respect of itself and each of its subsidiaries, to be prepared in accordance with generally accepted accounting principles.

• Marginal note:Contents of statements

  (5) The annual financial statements shall show the information and particulars that in the opinion of the directors are necessary to present fairly, in accordance with generally accepted accounting principles, the primary source of which is the Handbook of the Chartered Professional Accountants of Canada, the financial position for each fund as at the end of the financial year to which it relates and the results of the operations of the Board for that financial year.

• Marginal note:Quarterly financial statements

  (6) During each financial year, the Board shall cause quarterly financial statements to be prepared for each three-month period of the year. The quarterly statements shall

  • (a) show the same information for the most recent three-month period as is required to be set out in the Board’s annual financial statements; and

  • (b) show the same information in respect of the part of the year up to the date of the statements in relation to the corresponding period in the preceding financial year.

• Marginal note:Approval by board of directors

  (7) The board of directors shall approve the annual financial statements and that approval shall be evidenced by the signature of at least one director of the Board.

36 [Repealed, 2005, c. 30, s. 48]

37 [Repealed, 2005, c. 30, s. 48]

38 [Repealed, 2005, c. 30, s. 48]

39 [Repealed, 2005, c. 30, s. 48]

40 [Repealed, 2005, c. 30, s. 48]

41 [Repealed, 2005, c. 30, s. 48]

42 [Repealed, 2005, c. 30, s. 48]

43 [Repealed, 2005, c. 30, s. 48]

44 [Repealed, 2005, c. 30, s. 48]

45 [Repealed, 2005, c. 30, s. 48]

46 [Repealed, 2005, c. 30, s. 48]

Reporting

Quarterly Statements

Marginal note:Statements to go to ministers

47 The Board shall send copies of the quarterly financial statements prepared in accordance with subsection 35(6) to the Minister, the Minister of National Defence and the Minister of Public Safety and Emergency Preparedness within 45 days after the end of the three-month period to which they relate.

Annual Report

Marginal note:Annual report required

• 48 (1) The Board shall as soon as possible, but in any case within 90 days after the end of each financial year, provide the Minister, the Minister of National Defence and the Minister of Public Safety and Emergency Preparedness with an annual report on the operations of the Board in that year.

• Marginal note:Report available to contributors

  (2) The Board shall make the report available to contributors under the Canadian Forces Superannuation Act, the Public Service Superannuation Act, and the Royal Canadian Mounted Police Superannuation Act as soon as is feasible after it is provided to the ministers under subsection (1).

• Marginal note:Tabling in Parliament

  (3) After receiving the annual report, the Minister shall cause it to be laid before each House of Parliament on any of the next 15 days during which that House is sitting.

• Marginal note:Contents

  (4) The annual report shall contain

  • (a) the financial statements for the financial year prepared as required under section 35;

  • (b) the annual auditor’s report referred to in section 132 of the Financial Administration Act;

  • (c) a certificate, signed by a director on behalf of the board of directors, stating that the investments of the Board held during the financial year were in accordance with this Act and the Board’s investment policies, standards and procedures;

  • (d) a statement of the Board’s objectives for the financial year and a statement of the extent to which the Board met those objectives;

  • (e) a statement of the Board’s objectives for the next financial year and for the foreseeable future;

  • (f) a statement of the corporate governance practices of the Board;

  • (g) a summary of the Board’s investment policies, standards and procedures established under paragraph 7(2)(a) and a comparison of its most recent investment policies with investments actually held by it;

  • (h) a summary of the code of conduct for officers and employees of the Board established under paragraph 7(2)(e);

  • (i) a report of any special examination referred to in subsection 139(1) of the Financial Administration Act; and

  • (j) any prescribed information or other information that the Minister may require.

Meetings

Marginal note:Meetings

49 The Board shall meet once a year with the members of the three advisory committees established respectively under section 49.1 of the Canadian Forces Superannuation Act, section 41 of the Public Service Superannuation Act and section 25.1 of the Royal Canadian Mounted Police Superannuation Act in order to discuss the Board’s most recent annual report.

Regulations

Marginal note:Regulations

50 The Governor in Council may make regulations

• (a) respecting the application to the Board and its subsidiaries of provisions of the Pension Benefits Standards Act, 1985 and regulations made under that Act;

• (b) adapting provisions of the Pension Benefits Standards Act, 1985 and regulations made under that Act in the manner that the Governor in Council considers appropriate for the purpose of applying them to the Board and its subsidiaries;

• (c) respecting the limitations to which the Board is subject when it makes investments, so long as those limitations relate to

  • (i) borrowing and the use of derivatives,

  • (ii) the establishment of a percentage of the funds that must be held available for investment in Government of Canada bonds and the procedure used to determine that percentage, or

  • (iii) the period during which the Board must, in acquiring securities other than debt obligations of Canadian corporations for investment, substantially replicate the composition of one or more widely-recognized broad market indexes of securities traded on a recognized stock exchange in Canada; and

• (d) prescribing anything that this Act provides may be prescribed or may be determined by regulation.

Marginal note:Non-application of regulations — investment management services

50.1 Regulations made under section 50 do not apply in respect of a subsidiary incorporated for the purpose of providing investment management services to the Canada Growth Fund Inc.

Offence

Marginal note:False statements

• 51 (1) Every director, officer, employee, agent, mandatary or auditor of the Board or of any of its subsidiaries who, in carrying out a duty under this Act or the by-laws, prepares, signs, approves or concurs in any statement, report or other document respecting the affairs of the Board or the subsidiary that contains any false or deceptive information is guilty of an offence.

• Marginal note:Punishment

  (2) Every person who commits an offence under subsection (1) is liable on summary conviction

  • (a) in the case of a natural person, to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 12 months, or to both; or

  • (b) in any other case, to a fine not exceeding $500,000.

Winding-up

Marginal note:Insolvency and winding-up

52 No Act relating to the insolvency or winding-up of any corporation applies to the Board and in no case shall the affairs of the Board be wound up unless Parliament so provides.

Amendments to the Public Service Superannuation Act

53 to 114 [Amendments]

Amendments to the Canadian Forces Superannuation Act

115 to 117 [Amendments]

• 118 (1) [Amendment]

• (2) [Repealed, 2003, c. 26, s. 38]

119 [Amendment]

• 120 (1) and (2) [Amendments]

• (3) [Repealed, 2003, c. 26, s. 39]

121 to 127 [Amendments]

128 to 132 [Repealed, 2003, c. 26, s. 40]

133 to 168 [Amendments]

Amendments to the Royal Canadian Mounted Police Superannuation Act

169 to 171 [Amendments]

• 172 (1) and (2) [Amendments]

• (3) [Repealed, 2009, c. 13, s. 15]

• (4) [Amendment]

173 to 206 [Amendments]

Amendments to Other Acts

207 to 227 [Amendments]

Consequential Amendment

228 [Amendment]

Transitional Provisions

Marginal note:Transitional — application of certain provisions

• 229 (1) Subsections 64(5) and (6) and 65(4), section 75, subsection 76(3), sections 82, 133, 135, 136, 139, 141, 180, 181, 183 and 185, subsection 186(3) and section 188 apply only with respect to contributors who die on or after the day on which this subsection comes into force.

• Marginal note:Transitional — application of certain provisions

  (2) Sections 208, 209, 214, 215, 218, 219, 222 and 223 apply only with respect to officers and former officers who die on or after the day on which this subsection comes into force.

• Marginal note:Transitional — application of certain provisions

  (3) Sections 225 and 226 apply only with respect to members and former members who die on or after the day on which this subsection comes into force.

Coming into Force

Marginal note:Coming into force

• 230 (1) Subsection 65(5) comes into force on June 21, 1999.

• Marginal note:Coming into force

  (2) Section 103 comes into force on October 1, 1999.

• Marginal note:Coming into force

  Footnote ^*(3) The definition contributor in subsection 53(2), sections 55 to 60, subsections 62(1) and (3), section 63, subsection 64(4), sections 67, 69, 73, 74, 78, 79, 85 and 86, subsections 91(1), (2) and (6), 92(1) and 95(1), sections 96, 107 to 110 and 114, subsection 115(1), sections 117 to 120, 125 and sections 127 to 129, subsections 130(1) and (2), sections 131, 132 and 134, subsection 142(2), section 143, subsections 146(1), 147(1) and 151(1), sections 152, 154, 155, 157, 158 and 160, subsections 161(1) and (4) and 162(1), sections 163, 164 and 168, the definition contributor in subsection 169(1), sections 171 to 174, subsection 176(3), sections 177 to 179, 182, 190 and 191, subsections 193(1) and 194(1), section 195, subsection 198(1), section 199, subsection 201(1) and sections 202, 203 and 227 come into force on a day or days to be fixed by order of the Governor in Council.

  • Return to footnote ^*[Note: The definition contributor in subsection 3(1) of the Public Service Superannuation Act, as enacted by subsection 53(2), sections 55 to 60, subsections 62(1) and (3), section 63, subsection 64(4), sections 67, 69, 73, 74, 78, 79, 85 and 86, subsections 91(1), (2) and (6) and 92(1), sections 107 to 110, subsection 115(1), section 117, subsection 118(1), section 119, subsections 120(1) and (2), sections 127 and 134, subsection 142(2), section 143, subsections 146(1), 147(1) and 162(1), sections 163 and 164, the definition contributor in subsection 3(1) of the Royal Canadian Mounted Police Superannuation Act, as enacted by subsection 169(1), section 171, subsection 172(1), section 173, subsection 174(1), sections 177, 182 and 190, subsections 193(1) and 194(1), section 195, subsection 201(1) and sections 202 and 203 in force January 1, 2000, subsection 95(1), section 96, subsection 151(1), section 152, subsection 198(1) and section 199 in force April 1, 2000, sections 114 and 227 in force October 1, 2000, section 125 and subsection 176(3) in force January 1, 2001, see SI/99-138; sections 178 and 179 in force September 1, 2003, see SI/2003-145; clauses 6(b)(ii)(M) and (N) of the Royal Canadian Mounted Police Superannuation Act, as enacted by subsection 172(4) and subsection 174(2) in force October 26, 2006, see SI/2006-116; section 154 in force March 1, 2007, see SI/2007-21; subsection 172(2), clauses 6(b)(ii)(L), (O) and (P) of the Royal Canadian Mounted Police Superannuation Act, as enacted by subsection 172(4) and section 191 in force June 18, 2009, see 2009, c. 13, s. 17.]

Marginal note:Authority to substitute actual date

231 On or after the day on which a provision of this Act, or a provision of an Act enacted by this Act, comes into force, the Governor in Council may, by order, amend that provision or any other provision that makes reference to that provision, by replacing references to the day on which that provision comes into force with references to the actual date on which that provision came into force.