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.
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.
(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.
- 1999, c. 34, s. 25
- 2005, c. 10, s. 34
Marginal note:Statutory Instruments Act does not apply
Marginal note:Audit and investment committees
Marginal note:Restriction — audit committee
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.
- 1999, c. 34, s. 27
- 2006, c. 9, s. 297
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.
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
(e) review, evaluate and approve management’s procedures referred to in paragraph (d).
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: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.
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.
Marginal note:Books and systems
(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.
- 1999, c. 34, s. 35
- 2017, c. 26, s. 62
- Date modified: