950. A bank holding company shall provide the Superintendent with such information, at such times and in such form as the Superintendent may require.

2001, c. 9, s. 183.

951. (1) A bank holding company shall, within thirty days after each annual meeting of the bank holding company, provide the Superintendent with a return showing

(a) the name, residence and citizenship of each director holding office immediately following the meeting;

(b) the mailing address of each director holding office immediately following the meeting;

(c) the bodies corporate of which each director referred to in paragraph (a) is an officer or director and the firms of which each director is a member;

(d) the names of the directors referred to in paragraph (a) who are officers or employees of the bank holding company or any affiliate of the bank holding company, and the positions they occupy;

(e) the name of each committee of the bank holding company on which each director referred to in paragraph (a) serves;

(f) the date of expiration of the term of each director referred to in paragraph (a); and

(g) the name, address and date of appointment of the auditor of the bank holding company.

(2) Where

(a) any information relating to a director or an auditor of a bank holding company shown in the latest return made to the Superintendent under subsection (1), other than information referred to in paragraph (1)(c), becomes inaccurate or incomplete,

(b) a vacancy in the office of auditor of the bank holding company occurs or is filled by another person, or

(c) a vacancy on the board of directors of the bank holding company occurs or is filled,

the bank holding company shall forthwith provide the Superintendent with such information as is required to maintain the return in a complete and accurate form.

2001, c. 9, s. 183.

952. A bank holding company shall send to the Superintendent within thirty days after the coming into effect of a by-law or an amendment to a by-law, a copy of the by-law or amendment.

2001, c. 9, s. 183.

953. (1) The Superintendent shall, in respect of each bank holding company, cause a register to be maintained containing a copy of

(a) the incorporating instrument of the bank holding company; and

(b) the information referred to in paragraphs 951(1)(a) and (c) to (g) contained in the latest return sent to the Superintendent pursuant to section 951.

(2) The register may be maintained in

(a) a bound or loose-leaf form or in a photographic film form; or

(b) a system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time.

(3) Persons are entitled to reasonable access to the register and may make copies of or take extracts from the information in it.

(4) A statement containing information in the register and purporting to be certified by the Superintendent is admissible in evidence in all courts as proof, in the absence of evidence to the contrary, of the facts stated in the statement without proof of the appointment or signature of the Superintendent.

2001, c. 9, s. 183.

954. (1) The Superintendent may, by order, direct a person who controls a bank holding company or any entity that is affiliated with a bank holding company to provide the Superintendent with the information or documents that are specified in the order if the Superintendent believes that the production of the information or documents is necessary in order to

(a) determine whether the bank holding company is complying with the provisions of this Act; or

(b) ascertain the financial condition of the bank holding company.

(2) Any person to whom a direction has been issued under subsection (1) shall provide the information or documents specified in the order within the time specified in the order and, where the order does not specify a time, the person shall provide the information or documents within a reasonable time.

(3) Subsection (1) does not apply in respect of an entity that controls a bank holding company or is affiliated with a bank holding company where that entity is a financial institution regulated

(a) by or under an Act of Parliament; or

(b) by or under an Act of the legislature of a province where the Superintendent has entered into an agreement with the appropriate official or public body responsible for the supervision of financial institutions in that province concerning the sharing of information on such financial institutions.

2001, c. 9, s. 183.

955. (1) All information regarding the business or affairs of a bank holding company, or regarding a person dealing with a bank holding company, that is obtained by the Superintendent, or by any person acting under the direction of the Superintendent, as a result of the administration or enforcement of any Act of Parliament, and all information prepared from that information, is confidential and shall be treated accordingly.

(2) Nothing in subsection (1) prevents the Superintendent from disclosing any information

(a) to any government agency or body that regulates or supervises financial institutions, for purposes related to that regulation or supervision,

(b) to any other agency or body that regulates or supervises financial institutions, for purposes related to that regulation or supervision,

(c) to the Canada Deposit Insurance Corporation or any compensation association designated by order of the Minister pursuant to subsection 449(1) of the Insurance Companies Act, for purposes related to its operation, and

(d) to the Deputy Minister of Finance or any officer of the Department of Finance authorized in writing by the Deputy Minister of Finance or to the Governor of the Bank of Canada or any officer of the Bank of Canada authorized in writing by the Governor of the Bank of Canada, for the purposes of policy analysis related to the regulation of financial institutions,

if the Superintendent is satisfied that the information will be treated as confidential by the agency, body or person to whom it is disclosed.

2001, c. 9, s. 183.

956. The Governor in Council may make regulations prohibiting, limiting or restricting the disclosure by bank holding companies of prescribed supervisory information.

2001, c. 9, s. 183.

957. (1) The Superintendent, from time to time, shall make or cause to be made any examination and inquiry into the business and affairs of each bank holding company that the Superintendent considers to be necessary or expedient to determine whether the bank holding company is complying with the provisions of this Act and to ascertain the financial condition of the bank holding company.

(2) The Superintendent or a person acting under the Superintendent’s direction

(a) has a right of access to any records, cash, assets and security held by or on behalf of a bank holding company; and

(b) may require the directors, officers and the auditor of a bank holding company to provide information and explanations, to the extent that they are reasonably able to do so, in respect of the condition and affairs of the bank holding company or any entity in which the bank holding company has a substantial investment.

2001, c. 9, s. 183.

958. The Superintendent has all the powers of a person appointed as a commissioner under Part II of the Inquiries Act for the purpose of obtaining evidence under oath, and may delegate those powers to any person acting under the Superintendent’s direction.

2001, c. 9, s. 183.

959. The Superintendent may enter into an agreement, called a “prudential agreement”, with a bank holding company for the purposes of implementing any measure designed to protect the interests of depositors, policyholders and creditors of any federal financial institution affiliated with it.

2001, c. 9, s. 183.

960. (1) If, in the opinion of the Superintendent, a bank holding company, one of its affiliates or any person with respect to a bank holding company is committing, or is about to commit, an act — or is pursuing or is about to pursue a course of conduct — that may directly or indirectly be prejudicial to the interest of depositors, policyholders or creditors of a federal financial institution that is affiliated with the bank holding company, the Superintendent may direct the bank holding company to

(a) cease or refrain from committing the act or pursuing the course of conduct;

(b) cause the affiliate or person to cease or refrain from committing the act or pursuing the course of conduct, to the extent that the bank holding company is able to do so;

(c) perform any act that in the opinion of the Superintendent is necessary to remedy the situation or to minimize the prejudice; or

(d) cause the affiliate or person to perform any act that in the opinion of the Superintendent is necessary to remedy the situation or to minimize the prejudice, to the extent that the bank holding company is able to do so.

(2) Subject to subsection (4), no direction shall be issued unless the bank holding company is provided with a reasonable opportunity to make representations in respect of the matter.

(3) If, in the opinion of the Superintendent, the length of time required for representations to be made might be prejudicial to the public interest, the Superintendent may make a temporary direction with respect to the matters referred to in paragraphs (1)(a) to (d) having effect for a period of not more than fifteen days.

(4) A temporary direction made under subsection (3) continues to have effect after the expiration of the fifteen day period referred to in that subsection if no representations are made to the Superintendent within that period or, if representations have been made, the Superintendent notifies the bank holding company that the Superintendent is not satisfied that there are sufficient grounds for revoking the direction.

2001, c. 9, s. 183.

961. (1) If a bank holding company is contravening or has failed to comply with a prudential agreement entered into under section 959 or a direction of the Superintendent issued to the bank holding company under section 960 or is contravening this Act or has omitted to do any thing under this Act that it is required to do, the Superintendent may, in addition to any other action that may be taken under this Act, apply to a court for an order requiring the bank holding company to comply with the prudential agreement or the direction, cease the contravention or do any thing that is required to be done, and on such application the court may so order and make any other order it thinks fit.

(2) An appeal from a decision of a court under subsection (1) lies in the same manner, and to the same court, as an appeal from any other order of the court.

2001, c. 9, s. 183.

962. In sections 963 and 964, “senior officer” means the chief executive officer, secretary, treasurer or controller of a bank holding company or any other officer reporting directly to the bank holding company’s board of directors or chief executive officer.

2001, c. 9, s. 183.

963. (1) This section applies only in respect of a bank holding company

(a) that has been notified by the Superintendent that this section applies to it where the bank holding company is subject to measures designed to protect the interests of depositors, policyholders and creditors of any federal financial institution affiliated with it, which measures are contained in a prudential agreement entered into under section 959 or an undertaking given by the bank holding company to the Superintendent; or

(b) that is the subject of a direction made under section 960, or an order made under subsection 949(3).

(2) A bank holding company shall provide the Superintendent with the name of

(a) each person who has been nominated for election or appointment as a member of its board of directors,

(b) each person who has been selected by the bank holding company for appointment as a senior officer, and

(c) each person who is newly elected as a director of the bank holding company at a meeting of shareholders and who was not proposed for election by anyone involved in the management of the bank holding company,

together with such other information about the background, business record and experience of the person as the Superintendent may require.

(3) The information required by subsection (2) shall be provided to the Superintendent

(a) at least 30 days prior to the date or proposed date of the election or appointment or within such shorter period as the Superintendent may allow; or

(b) in the case of a person referred to in paragraph (2)(c), within 15 days after the date of the election of the person.

(4) If the Superintendent is of the opinion that, on the basis of the competence, business record, experience, conduct or character of a person, he or she is not suitable to hold that position, the Superintendent may, by order,

(a) in the case of a person referred to in paragraph (2)(a) or (b), disqualify the person from being elected or appointed as a director of a bank holding company or from being appointed as a senior officer; or

(b) in the case of a person referred to in paragraph (2)(c), remove the person from office as a director of the bank holding company.

(4.1) In forming an opinion under subsection (4), the Superintendent must consider whether the interests of the depositors, policyholders and creditors of any federal financial institution affiliated with the bank holding company would likely be prejudiced if the person were to take office or continue to hold office, as the case may be.

(5) The Superintendent must in writing notify the person concerned and the bank holding company of any action that the Superintendent proposes to take under subsection (4) and must afford them an opportunity within 15 days after the date of the notice, or within any longer period that the Superintendent allows, to make representations to the Superintendent in relation to the matter.

(6) Where an order has been made under subsection (4)

(a) disqualifying a person from being elected or appointed to a position, the person shall not be, and the bank holding company shall not permit the person to be, elected or appointed to the position; or

(b) removing a director from office, the person shall not continue to hold, and the bank holding company shall not permit the person to continue to hold, office as a director.

2001, c. 9, s. 183.

964. (1) The Superintendent may, by order, remove a person from office as a director or senior officer of a bank holding company if the Superintendent is of the opinion that the person is not suitable to hold that office

(a) on the basis of the competence, business record, experience, conduct or character of the person; or

(b) because the person has contravened or, by action or negligence, has contributed to the contravention of

(i) this Act or the regulations made under it,

(ii) a direction made under section 960,

(iii) an order made under subsection 949(3), or

(iv) a prudential agreement entered into under section 959 or an undertaking given by the bank holding company to the Superintendent.

(2) In forming an opinion under subsection (1), the Superintendent must consider whether the interests of the depositors, policyholders and creditors of any federal financial institution affiliated with the bank holding company have been or are likely to be prejudiced by the person’s holding office as a director or senior officer.

(3) The Superintendent must in writing notify the person concerned and the bank holding company of any removal order that the Superintendent proposes to make under subsection (1) and must afford them an opportunity within 15 days after the date of the notice, or within any longer period that the Superintendent allows, to make representations to the Superintendent in relation to the matter.

(4) If the Superintendent is of the opinion that the public interest may be prejudiced by the director or senior officer continuing to exercise the powers or carry out the duties and functions of that office during the period for making representations, the Superintendent may make an order suspending the director or senior officer. The suspension may not extend beyond 10 days after the expiration of that period.

(5) The Superintendent shall, without delay, notify the director or senior officer, as the case may be, and the bank holding company of a removal order or suspension order.

(6) The director or senior officer, as the case may be, ceases to hold that office as of the date the removal order is made or any later date specified in the order.

(7) The director or senior officer, as the case may be, or the bank holding company may, within 30 days after the date of receipt of notice of the removal order under subsection (5), or within any longer period that the Court allows, appeal the matter to the Federal Court.

(8) The Federal Court, in the case of an appeal, may dismiss the appeal or set aside the removal order.

(9) A removal order is not stayed by an appeal.

2001, c. 9, s. 183.

965. A notice or document required by this Act or the regulations or by the incorporating instrument or by-laws of a bank or a bank holding company to be sent to a shareholder or director of the bank or bank holding company may be sent by prepaid mail addressed to, or may be delivered personally to,

(a) the shareholder at the shareholder’s latest address as shown in the records of the bank or bank holding company, or its transfer agent; and

(b) the director at the director’s latest address as shown in the records of the bank or bank holding company, or in the latest return made under section 632 or 951.

2001, c. 9, s. 183.

966. A director named in the latest return sent by a bank or a bank holding company to the Superintendent under section 632 or 951 is presumed for the purposes of this Act to be a director of the bank or bank holding company referred to in the return.

2001, c. 9, s. 183.

967. (1) A notice or document sent by mail in accordance with section 965 to a shareholder or director is deemed to be received by the shareholder or director at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the shareholder or director did not receive the notice or document at that time or at all.

(2) If a bank or a bank holding company sends a notice or document to a shareholder in accordance with section 965 and the notice or document is returned on three consecutive occasions because the shareholder cannot be found, the bank or bank holding company is not required to send any further notices or documents to the shareholder until informed in writing of the shareholder’s new address.

2001, c. 9, s. 183.

968. A notice or document required by this Act to be sent to or served on a bank, a bank holding company or an authorized foreign bank may be sent by registered mail to the head office of the bank or bank holding company, or to the principal office of the authorized foreign bank, as the case may be, and, if sent, is deemed to be received or served at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the bank, bank holding company or authorized foreign bank did not receive it at that time or at all.

2001, c. 9, s. 183.

969. (1) A certificate issued on behalf of a bank or a bank holding company stating any fact that is set out in the incorporating instrument, the by-laws, the minutes of the meetings of the directors, a committee of directors or the shareholders, or in a contract to which the bank or bank holding company is a party, may be signed by a director or an officer of the bank or bank holding company.

(2) When introduced as evidence in any civil, criminal or administrative action or proceeding, the following are, in the absence of evidence to the contrary, proof of the facts so certified without proof of the signature or official character of the person appearing to have signed the certificate:

(a) a fact stated in a certificate referred to in subsection (1);

(b) a certified extract from a securities register of a bank or a bank holding company; or

(c) a certified copy of, or an extract from, minutes of a meeting of shareholders, directors or a committee of directors of a bank or a bank holding company.

2001, c. 9, s. 183.

970. An entry in the securities register of, or on a security certificate issued by, a bank or a bank holding company is evidence that the person in whose name the security is registered is the owner of the securities described in the register or in the certificate.

2001, c. 9, s. 183.

971. (1) The Superintendent may require that a document or a fact stated in a document that is required by or under this Act to be sent to the Superintendent or to the Minister be verified in accordance with subsection (2).

(2) A document or fact required by this Act or by the Superintendent to be verified may be verified by affidavit made under oath or by statutory declaration under the Canada Evidence Act before any commissioner for oaths or for taking affidavits.

2001, c. 9, s. 183.

972. (1) Anything that is required by a provision of this Act to be published in the Canada Gazette or to be published in any other way may, instead of being published in that way, be published in any manner that may be prescribed for the purpose of that provision.

(2) Anything that is required by a provision of this Act to be summarized in a publication may instead be summarized and published in any manner that may be prescribed for the purpose of that provision.

(3) Any condition under a provision of this Act that something be published in the Canada Gazette or in any other way is satisfied if that thing is published instead in any manner that may be prescribed for the purpose of that provision.

(4) If a provision of this Act provides for consequences to follow the publication of something in the Canada Gazette or in any other manner, the same consequences follow the publication of that thing in any other manner that may be prescribed for the purpose of that provision.

2001, c. 9, s. 183.

973. (1) In this section, “approval” includes any consent, order, exemption, extension or other permission granted by the Minister or the Superintendent under this Act, and includes the issuance of letters patent.

(2) In addition to any other action that may be taken under this Act, the Minister may, in granting an approval, impose such terms and conditions or require such undertaking as the Minister considers necessary, including any terms, conditions or undertaking specified by the Superintendent to maintain or improve the safety and soundness of any financial institution regulated under an Act of Parliament and to which the approval relates or that may be affected by it.

(3) In addition to any other action that may be taken under this Act, the Superintendent may, in granting an approval, impose such terms and conditions or require such undertaking as the Superintendent considers necessary.

(4) Unless otherwise expressly provided in this Act, a failure to comply with a term or condition or an undertaking imposed or required under any provision of this Act does not invalidate the approval to which the term, condition or undertaking relates.

(5) In addition to any other action that may be taken under this Act, in the case of non-compliance by a person with a term, condition or undertaking imposed or required under any provision of this Act, the Minister or the Superintendent, as the case may be, may

(a) revoke, suspend or amend the approval to which the term, condition or undertaking relates; or

(b) apply to a court for an order directing the person to comply with the term, condition or undertaking, and on such application the court may so order and make any other order it thinks fit.

(6) Before taking any action under subsection (5), the Minister or the Superintendent, as the case may be, shall afford the person concerned a reasonable opportunity to make representations.

(7) At the request of the person concerned, the Minister or the Superintendent, as the case may be, may revoke, suspend or amend any terms or conditions imposed by him or her or may revoke or suspend an undertaking given to him or her or approve its amendment.

2001, c. 9, s. 183.

973.1 (1) Despite sections 378.1 and 378.2, paragraph 522.32(2)(b), subsection 522.32(4), paragraphs 522.32(7)(c) and (d) and sections 524.1, 524.2, 885 and 886, the Minister may, by order, provide that any of those provisions do not apply in respect of a person specified in the order for a period of up to twelve months, subject to any terms and conditions that the Minister considers appropriate.

(2) If section 516 or 517 applies in respect of a foreign bank or an entity associated with a foreign bank, the Minister may only make an order under subsection (1) to the extent that the aggregate of the period that applied under that section and the period specified in the order under subsection (1) does not exceed twelve months.

2001, c. 9, s. 183.

974. An instrument issued or made under this Act and directed to a single bank, bank holding company, authorized foreign bank or person, other than an order referred to in section 499, is not a statutory instrument for the purposes of the Statutory Instruments Act.

2001, c. 9, s. 183.

975. The Superintendent may, by order, establish the form of any application to be made to the Minister or the Superintendent under this Act.

2001, c. 9, s. 183.

976. (1) The following applications to the Superintendent must contain the information, material and evidence that the Superintendent may require:

(a) applications for approval under subsection 65(1), 72(2), 75(4), 79(5), 80(1), 170(1), 217(3), 421(1), 468(6) or (11), 471(1) or (2) or 482(1), subparagraph 487(2)(a)(vi), section 490 or subsection 494(3) or (4), 495.3(1), 553.1(1), 709(1), 716(2), 718(4), 723(1), 758(1), 924(1), 930(6) or (11), 933(1) or 944(1);

(b) applications for consent under subsection 71(1) or 715(1);

(c) applications for exemptions under subsection 156.05(3), 245(1) or 822(1); and

(d) applications for extensions of time under subsection 471(3) or (5), 472(4), 473(4), 933(2) or (4), 934(3) or 935(3).

(2) Without delay after receiving the application, the Superintendent shall send a receipt to the applicant certifying the date on which it was received.

(3) Subject to subsection (4), the Superintendent shall, within a period of thirty days after the receipt of the application, send to the applicant

(a) a notice approving the application, subject to any terms and conditions that the Superintendent considers appropriate; or

(b) if the Superintendent is not satisfied that it should be approved, a notice to that effect.

(4) If the Superintendent is unable to complete the consideration of the application within the period referred to in subsection (3), the Superintendent shall, within that period, send a notice to the applicant informing the applicant that the Superintendent has extended the period for a further period set out in the notice.

(5) If the applicant does not receive the notice required by subsection (3) and, where applicable, subsection (4), within the required period, the Superintendent is deemed to have approved the application and granted the approval, consent, extension or exemption to which the application relates, regardless of whether the approval, consent, extension or exemption is to be in writing or not.

2001, c. 9, s. 183.

977. (1) An appeal lies to the Federal Court from any direction of the Minister made under subsection 402(1) or 915(1).

(2) The Federal Court may, in an appeal under subsection (1),

(a) dismiss the appeal;

(b) set aside the direction or decision; or

(c) set aside the direction or decision and refer the matter back for re-determination.

(3) For the purposes of an appeal under subsection (1), the Minister shall, at the request of the bank, bank holding company or person making the appeal, provide the bank, bank holding company or person with a certificate in writing setting out the direction or decision appealed from and the reasons why the direction or decision was made.

2001, c. 9, s. 183.

978. The Governor in Council may make regulations

(a) prescribing anything that is required or authorized by this Act to be prescribed;

(b) prescribing the way in which anything that is required or authorized by this Act to be prescribed is to be determined;

(c) respecting, for any purpose of any provision of the Act, the determination of the equity of a bank or a bank holding company;

(d) defining words and expressions to be defined for the purposes of this Act;

(e) requiring the payment of a fee in respect of the filing, examining or issuing of any document or in respect of any action that the Superintendent is required or authorized to take under this Act, and fixing the amount of the fee or the manner of determining its amount;

(f) respecting the regulatory capital and total assets of a bank or a bank holding company;

(g) respecting the retention, in Canada, of assets of a bank or a bank holding company;

(h) respecting the value of assets of a bank or a bank holding company to be held in Canada and the manner in which those assets are to be held;

(i) respecting the protection and maintenance of assets of a bank or a bank holding company, including regulations respecting the bonding of directors, officers and employees of a bank or a bank holding company;

(j) respecting the holding of shares and ownership interests for the purposes of sections 70, 74 and 714;

(k) respecting information, in addition to the information required by section 634 or 953, to be maintained in the register referred to in that section; and

(l) generally for carrying out the purposes and provisions of this Act.

2001, c. 9, s. 183.

979. The Minister may delegate any of the Minister’s powers, duties and functions under this Act to any Minister of State appointed under the Ministries and Ministers of State Act to assist the Minister.

2001, c. 9, s. 183.