108.1 In this section and in sections 108.2 to 108.8,

“form of proxy” means a written or printed form that, upon completion and execution by or on behalf of a shareholder, becomes a proxy;

“information circular” means the circular referred to in paragraph 108.4(1)(a);

“proxy” means a completed and executed form of proxy by means of which a shareholder has appointed a person as his nominee to attend and act for him and on his behalf at a meeting of shareholders;

“registrant” means a person registered or required to be registered to trade in corporate securities under the laws of any jurisdiction;

“solicit” or “solicitation” includes

(a) any request for a proxy whether or not accompanied by or included in a form of proxy,

(b) any request to execute or not to execute a form of proxy or to revoke a proxy,

(c) the sending or delivery of a form of proxy or other communication to a shareholder under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy, and

(d) the sending of a form of proxy to a shareholder pursuant to section 108.3,

but does not include

(e) the sending of a form of proxy to a shareholder in response to an unsolicited request made by him or on his behalf, or

(f) the performance by any person of administrative acts or professional services on behalf of a person soliciting a proxy;

“solicitation by or on behalf of the management of a company” means any solicitation by any person pursuant to a resolution of or on the instructions of or with the acquiescence of the board of directors of the company or of the executive committee of the board of, directors thereof.

R.S., 1970, c. 10(1st Supp.), s. 9.

108.2 (1) Every shareholder entitled to vote in person or by proxy at a meeting of shareholders may, by means of a proxy, appoint a person, who need not be a shareholder, as his nominee to attend and act at the meeting in the manner, to the extent and with the power conferred by the proxy.

(2) A proxy shall be executed by the shareholder or his attorney authorized in writing or, if the shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized.

(3) A proxy ceases to be valid one year from its date but no proxy shall confer authority to vote at any meeting other than the meeting in respect of which it is given or any adjournment thereof.

(4) In addition to the requirements, where applicable, of section 108.6, a proxy shall contain the date thereof and state the appointment and name of the nominee and may contain a revocation of a former proxy and restrictions, limitations or instructions as to the manner in which the shares in respect of which the proxy is given are to be voted or that may be necessary to comply with the laws of any jurisdiction in which the shares of the company are held or listed on a stock exchange or with a restriction or limitation as to the number of shares in respect of which the proxy is given.

(5) In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the shareholder or by his attorney authorized in writing or, if the shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized, and deposited either at the head office of the company at any time up to and including the last business day preceding the day of the meeting, or any adjournment thereof, at which the proxy is to be used or with the chairman of such meeting on the day of the meeting, or adjournment thereof, and upon either of such deposits the proxy is revoked.

(6) The directors may by resolution fix a time not exceeding forty-eight hours, excluding Saturdays and holidays, preceding any meeting or adjourned meeting of shareholders before which time proxies to be used at that meeting must be deposited with the company or an agent thereof, and any period of time so fixed shall be specified in the notice calling the meeting or in the information circular or explanatory memorandum relating thereto.

R.S., 1970, c. 10(1st Supp.), s. 9.

108.3 (1) Subject to section 108.5, the management of a company shall, concurrently with or prior to giving notice of a meeting of shareholders of the company, send by prepaid mail to each shareholder who is entitled to a notice of the meeting at his latest address as shown on the books of the company a form of proxy that complies with section 108.6 for use at such meeting.

(2) If the management of a company fails to comply with subsection (1), the company is guilty of an offence and is liable on summary conviction to a fine of not more than one thousand dollars, and every director or officer of the company who knowingly authorized, permitted or acquiesced in such failure is also guilty of an offence and is liable on summary conviction to a like fine.

R.S., 1970, c. 10(1st Supp.), s. 9.

108.4 (1) Subject to subsection (2) and section 108.5, no person shall solicit proxies unless,

(a) in the case of solicitation by or on behalf of the management of a company, an information circular as prescribed by regulation, either as an appendix to or as a separate document accompanying the notice of the meeting, is sent by prepaid mail to each shareholder of the company whose proxy is solicited at his latest address as shown on the books of the company; or

(b) in the case of any other solicitation, the person making the solicitation, concurrently with or prior thereto, delivers or sends to each shareholder of the company whose proxy is solicited a written explanation of the purposes of the solicitation, hereinafter referred to as an “explanatory memorandum”, in such form and containing such information as may be prescribed by regulation.

(2) Subsection (1) does not apply to

(a) any solicitation, otherwise than by or on behalf of the management of a company, where the total number of shareholders whose proxies are solicited is not more than fifteen, two or more persons who are the joint registered owners of one or more shares being counted as one shareholder;

(b) any solicitation by a person made pursuant to section 108.7; and

(c) any solicitation by a person in respect of shares of which he is the beneficial owner.

(3) In any solicitation to which subsection (1) applies, the person making the solicitation shall, concurrently with the delivery or sending of an information circular or explanatory memorandum, send by mail a copy of the information circular or explanatory memorandum to the Department of Consumer and Corporate Affairs.

(4) Any documents sent by mail under subsection (3) shall be filed in the Department of Consumer and Corporate Affairs and, upon payment of the fee prescribed therefor by the regulations, be open to public inspection during ordinary business hours, and the Minister may provide copies of any such documents upon payment of the fee prescribed therefor by the regulations.

(5) A person who wilfully fails to comply with subsection (1) or (3) is guilty of an offence and is liable on summary conviction to a fine not exceeding one thousand dollars or to imprisonment for a term not exceeding six months or to both, and where that person is a corporation, every director or officer of the corporation who knowingly authorized, permitted or acquiesced in such failure is also guilty of an offence and is liable on summary conviction to a like penalty.

(6) A person who effects a solicitation to which subsection (1) applies by means of a form of proxy, information circular, explanatory memorandum or other communication that contains an untrue statement of a material fact or omits to state a material fact necessary in order to make any statement contained therein not misleading in the light of the circumstances in which it was made is guilty of an offence and is liable on summary conviction to a fine not exceeding one thousand dollars or to imprisonment for a term not exceeding six months or to both, and, where such person is a corporation, every director or officer of the corporation who knowingly authorized, permitted or acquiesced in the offence is also guilty of an offence and is liable on summary conviction to a like penalty.

(7) No person is guilty of an offence under subsection (6) in respect of any untrue statement of a material fact or omission to state a material fact in a form of proxy, information circular, explanatory memorandum or other communication, if the untruth of such statement or the fact of such omission was not known to the person who effected the solicitation and in the exercise of reasonable diligence could not have been known to such person.

R.S., 1970, ch. 10(1st Supp.), s. 9.

108.5 (1) Section 108.3 and subsection 108.4(1) do not apply to a private company or to a public company that has fewer than fifteen shareholders, two or more persons who are the joint registered owners of one or more shares being counted as one shareholder.

(2) Upon the application of any interested person, the Minister may, if satisfied that in the circumstances of the particular case there is adequate justification for so doing, make an order, on such terms and conditions as seem just and reasonable to him, exempting, in whole or in part, any person from the requirements of section 108.3 or from the requirements of subsection 108.4(1).

(3) The Minister shall cause to be set out in the periodical mentioned in section 100.2 every application for an exemption under this section and its disposition.

R.S., 1970, ch. 10(1st Supp.), s. 9.

108.6 (1) Where section 108.3 or 108.4 is applicable to a solicitation of proxies, the form of proxy sent to a shareholder shall

(a) indicate in bold-face type whether the proxy is solicited by or on behalf of the management of the company and provide a specifically designated blank space for dating the form of proxy;

(b) indicate in bold-face type that the shareholder has the right to appoint a person to attend and act for him and on his behalf at the meeting other than the person, if any, designated in the form of proxy, and shall contain instructions as to the manner in which the shareholder may exercise such right;

(c) if the form of proxy contains a designation of a named person as nominee, provide means whereby the shareholder may designate in the form of proxy some other person as his nominee for the purpose of subsection 108.2(1);

(d) provide means whereby the person whose proxy is solicited is afforded an opportunity to specify that the shares registered in his name shall be voted by the nominee in favour of or against, in accordance with such person’s choice, each matter or group of related matters identified therein or in the information circular or explanatory memorandum as intended to be acted upon, other than the appointment of auditors, the fixing of their remuneration and the appointment of directors; but a proxy may confer authority with respect to matters for which a choice is not so specified by such means if the form of proxy or the information circular or explanatory memorandum states in bold-face type how it is intended to vote the shares represented by the proxy in each such case; and

(e) provide means whereby the person whose proxy is solicited is afforded an opportunity to specify that the shares registered in his name shall be voted by the nominee or withheld from voting in the election of the directors and auditors; but no proxy shall confer authority to vote for the election of any person as a director or auditor of the company unless abona fide proposed nominee for such election is named in the information circular, explanatory memorandum or in any proposal under section 108.8.

(2) A proxy may confer discretionary authority with respect to amendments or variations to matters identified in the notice of meeting, or other matters that may properly come before the meeting, if

(a) the person by whom or on whose behalf the solicitation is made is not aware a reasonable time prior to the time the solicitation is made that any such amendments, variations or other matters are to be presented for action at the meeting, and

(b) a specific statement is made in the information circular, explanatory memorandum or in the form of proxy that the proxy is conferring such discretionary authority.

(3) The information circular, explanatory memorandum or form of proxy shall state that the shares represented by the proxy will be voted or withheld from voting on any ballot that may be called for and that, where the person whose proxy is solicited specifies a choice with respect to any matter to be acted upon pursuant to paragraph (1)(d) or (e), the shares shall be voted in accordance with the specifications so made.

(4) Where a person who has accepted a designation as a nominee in a proxy wilfully fails to comply with the directions of a shareholder under this section on any ballot that is called for he is guilty of an offence and is liable on summary conviction to a fine not exceeding one thousand dollars or to imprisonment for a term not exceeding six months or to both.

(5) A person who has been designated as a nominee in a proxy as the result of his soliciting proxies shall be deemed to have accepted such designation for the purposes of subsection (4).

R.S., 1970, ch. 10(1st Supp.), s. 9.

108.7 (1) In the absence of written instructions to the contrary from the beneficial owner, and subject to subsection (4), shares of a company that are registered in the name of a registrant or in the name of his nominee that are not beneficially owned by the registrant shall not be voted at any meeting of shareholders of the company unless the registrant forthwith after receipt of the material referred to in paragraph (a) sends or delivers to each person who is the beneficial owner of the shares,

(a) a copy of the notice of the meeting, the financial statements, the information circular, explanatory memorandum and any other material, other than the form of proxy, sent to shareholders by or on behalf of any person for use in connection with the meeting, and

(b) a written request for voting instructions from the beneficial owner which shall state that, if voting instructions are not received at least twenty-four hours, excluding Saturdays and holidays, prior to the expiry of the time within which proxies may be deposited with the company as specified in the notice calling the meeting or otherwise or, if not so specified, twenty-four hours, excluding Saturdays and holidays, prior to the time fixed for holding the meeting, a proxy in respect of those shares may be given or the shares otherwise voted at the meeting at the discretion of the registrant.

(2) A registrant shall not vote or cause to be voted shares registered in his name or in the name of his nominee that he does not beneficially own if he does not know who is the beneficial owner of the shares.

(3) A company shall, at the request of a registrant, forthwith furnish to the registrant at the company’s expense the requisite number of copies of the material referred to in paragraph (1)(a).

(4) A registrant shall vote or give a proxy requiring a nominee to vote any shares referred to in subsection (1) in accordance with any written voting instructions received from the beneficial owner.

(5) A registrant shall, if requested by a beneficial owner, give to the beneficial owner or his nominee a proxy enabling the beneficial owner or his nominee to vote any shares referred to in subsection (1).

(6) The failure of a registrant to comply with this section does not affect the validity of any meeting of share holders or any proceedings taken thereat.

(7) Nothing in this section gives a registrant the right to vote shares that he is otherwise prohibited from voting.

(8) A registrant who wilfully fails to comply with this section is guilty of an offence and is liable on summary conviction to a fine not exceeding one thousand dollars or to imprisonment for a term not exceeding six months or to both.

R.S., 1970, c. 10(1st Supp.), s. 9.

108.8 (1) Subject to subsection (2), any shareholder entitled to vote at a meeting of shareholders of the company may submit to the company, within the time hereinafter specified, a notice of any matter that he proposes to raise at the meeting, hereinafter called a “proposal”, together with the statement referred to in subsection (4) if any.

(2) The company, if it makes a solicitation of proxies to which section 108.4 applies, shall set forth the proposal in its information circular, identify it in the form of proxy, and provide means by which shareholders can make the specifications provided for in paragraphs 108.6(1)(d) and (e).

(3) A company shall not be required to comply with subsection (2) unless the proposal is submitted to the company not less than ninety days before the last day on which notice of the meeting must be given.

(4) If the directors of the company oppose the proposal, the company shall include in the information circular a statement of the shareholder, in not more than two hundred words, in support of the proposal, which statement shall be accompanied by or contain the name and address of and the number of shares owned by the shareholder.

(5) A proposal may include nominations for a director or directors of a company if the proposal is submitted by at least ten shareholders of the company holding, at the date the proposal is submitted to the company, not less than one-fifth of the issued shares of the company carrying the right to vote at the meeting at which the proposal is to be presented.

(6) Notwithstanding subsections (1) to (5), the company may omit a proposal and any statement in support thereof from its information circular and form of proxy, other than a proposal pursuant to subsection (5) if

(a) it clearly appears that the proposal is submitted by the shareholder primarily for the purpose of enforcing a personal claim or redressing a personal grievance against the company or its directors, or primarily for the purpose of promoting general economic, political, racial, religious, social or similar causes;

(b) the proposal as submitted is not a proper subject for action by shareholders;

(c) the proposal consists of a recommendation or request that the directors of the company take action with respect to a matter relating to the conduct of the ordinary business operations of the company; or

(d) the company has at the shareholder’s request included a proposal in its information circular relating to either of the last two annual meetings of shareholders or any special meeting held subsequent to the earlier of such two annual meetings and the shareholder has failed without good cause to present the proposal, in person or by proxy, at the meeting.

(7) Notwithstanding subsections (1) to (4), where substantially the same proposal has previously been submitted to shareholders in the information circular and form of proxy relating to any annual or special meeting of shareholders held within the preceding two calendar years, the proposal may be omitted from the information circular.

(8) Whenever a company asserts that a proposal and any statement in support thereof may properly be omitted from its information circular and form of proxy, the company shall, within fourteen days after its receipt of the proposal, notify the shareholder submitting the proposal of its intention to omit the proposal from the information circular and form of proxy and shall forward to him a statement of the reasons why the company deems the omission of the proposal to be proper.

(9) Whenever, pursuant to subsection (8), a company makes an assertion based on matters of law, the directors and officers of the company may, subject to section 108.9, rely on an opinion of counsel in making such an assertion.

(10) A shareholder who, within the five calendar years preceding the meeting at which any further proposal of his is to be presented, has submitted two or more proposals that have not received the favourable vote of a majority of the votes cast in regard thereto, shall be required to deposit with any such further proposal a sum reasonably sufficient to meet the expenses of the company in submitting any such further proposal; and

(a) if such further proposal receives the favourable vote of a majority of the votes cast in regard thereto at the meeting of shareholders at which it is presented, the sum deposited shall be returned to the person who deposited the same; or

(b) if such further proposal does not receive the favourable vote of a majority of the votes cast in regard thereto at the meeting of shareholders at which it is presented, the sum deposited shall be used by the company to meet its expenses in connection with such proposal, and the surplus, if any, of the sum deposited shall be returned to the person who made the deposit.

R.S., 1970, c. 10(1st Supp.), s. 9.

108.9 (1) Whenever it appears to the Minister that any person has failed to comply with sections 105 and 108.1 to 108.8, the Minister may apply to the chief justice or acting chief justice of the court of the province in which the head office of the company is situated or a judge of such court designated by either of them, for an order requiring such person to comply therewith and for such other relevant order as to the judge seems fit.

(2) An interested person may appeal to the appellate court of the province in which the head office of the company is situated from any order made under subsection (1).

R.S., 1970, c. 10(1st Supp.), s. 9.

109. (1) The company shall cause a book or books to be kept by the secretary, or some other officer specially charged with that duty, wherein shall be kept recorded

(a) a copy of the letters patent, all by-laws of the company and any supplementary letters patent issued to the company and a copy of the memorandum of agreement of the company, if any;

(b) the names, alphabetically arranged of all persons who are and have been shareholders of the company;

(c) the address and calling of every such person, while such shareholder, as far as can be ascertained;

(d) the names, addresses and callings of all persons who are or have been directors of the company, with the several dates at which each became or ceased to be such director;

(e) the number of shares of each class held by each shareholder; and

(f) the amounts paid in and remaining unpaid, respectively, on the shares of each shareholder.

(2) The book or books of the company shall be kept at the head office of the company, except that where the register of transfers and the books in which the particulars mentioned in paragraphs (1)(b), (c), (e) and (f) are recorded are kept by an agent appointed by the company for the purpose of recording the transfer of its shares and who has an established place of business in Canada at which the right of inspection conferred by section 111 can be exercised, such last-mentioned books need not be kept at the head office of the company but may be kept at the place of business of such agent in Canada where the register of transfers is kept.

R.S., 1952, c. 53, s. 107; 1967-68, c. 9, s. 4.

110. (1) The company shall cause the secretary or such other officer or officers as may be specially charged with that duty, or such other agent or agents as may from time to time be appointed for that purpose by the company, to keep, in Canada, a register of transfers, in which shall be recorded particulars of every transfer of shares in the capital of the company entered on such register.

(2) Unless otherwise provided in the letters patent, supplementary letters patent or bylaws of the company, the register of transfers may be kept at the head office of the company or at such other office or place in Canada as may from time to time be appointed by resolution of the directors; and one or more branch registers of transfers may be kept at such office or offices of the company or other place or places within Canada or elsewhere as may from time to time be appointed by resolution of the directors.

(3) Entry of the transfer of any share in the capital of the company in the register of transfers or a branch register of transfers, whether kept at the head office of the company or elsewhere, is, for all purposes of this Part, a complete and valid transfer.

(4) In each branch register of transfers shall be recorded particulars of every transfer of shares in the capital of the company entered on such branch register of transfers.

(5) A book or books shall be kept at the head office of the company or at the place within Canada where the register of transfers is kept, in which shall be recorded a copy of particulars of every transfer of shares in the capital of the company entered on every branch register of transfers.

(6) [Repealed, R.S., 1970, c. 10(1st Supp.), s. 10]

R.S., 1970, c. C-32, s. 110; R.S., 1970, c. 10(1st Supp.), s. 10.

111. (1) The books mentioned in section 109 and the register of transfers and branch registers of transfers and the books mentioned in section 110 during reasonable business hours of every day, except Sundays and holidays, shall, at the place or places where they are respectively kept as authorized by said sections 109 and 110, be open to the inspection of shareholders and creditors of the company and their personal representatives and of any judgment creditor of a shareholder, any of whom may make extracts therefrom.

(2) Any director, officer or employee of a company including any person acting as agent for the purpose of recording transfers of the company’s shares, who refuses or fails to permit the exercise of the right of inspection and making extracts conferred by subsection (1) is liable to a penalty of two hundred dollars.

R.S., 1952, c. 53, s. 109.

111.1 (1) Any person, upon payment of the costs thereof and upon filing with the company or its transfer agent such declaration as may be prescribed by regulation, is entitled to obtain from a company, other than a private company, or its transfer agent within ten days from the filing of such declaration a list setting out the names of all persons who are shareholders of the company, the number of shares owned by each such person and the address of each such person as shown on the books of the company made up to a date not more than ten days prior to the date of filing the declaration.

(2) Where the applicant is a corporation, the prescribed declaration shall be made by the president or other officer authorized by resolution of the board of directors thereof.

(3) Every person who, for the purpose of communicating to any shareholders any information relating to any goods, services, publications or securities except securities of the company, and except securities of any other company offered in exchange for the securities of the company pursuant to a take-over bid made pursuant to sections 135.1 to 135.93 or on an amalgamation pursuant to section 137, uses a list of shareholders obtained under this section is guilty of an offence and is liable on summary conviction to a fine not exceeding one thousand dollars or to imprisonment for a term not exceeding six months or to both and where that person is a corporation, every director or officer of the corporation who knowingly authorized, permitted or acquiesced in the offence is also guilty of an offence and is liable on summary conviction to a like penalty.

(4) Every company or transfer agent that fails to furnish a list in accordance with subsection (1) when so required is guilty of an offence and is liable on summary conviction to a fine not exceeding one thousand dollars and every director or officer of such company or transfer agent who knowingly authorized, permitted or acquiesced in the offence is also guilty of an offence and is liable on summary conviction to a like fine, or to imprisonment for a term not exceeding six months or to both.

(5) Every person who offers for sale, sells, purchases or otherwise traffics in a list or a copy of a list of all or any of the shareholders of a company is guilty of an offence and is liable on summary conviction to a fine not exceeding one thousand dollars or to imprisonment for a term not exceeding six months or to both, and where that person is a corporation, every director or officer of the corporation who knowingly authorized, permitted or acquiesced in the offence is also guilty of an offence and is liable on summary conviction to a like penalty.

R.S., 1970, c. 10(1st Supp.), s. 11.

112. (1) Every company shall cause minutes of all proceedings at meetings of the shareholders and of the directors and of any executive committee to be entered in books kept for that purpose.

(2) Any such minutes if purporting to be signed by the chairman of the meeting at which the proceedings were had, or by the chairman of the next succeeding meeting are evidence of the proceedings.

(3) Where minutes, in accordance with this section, have been made of the proceedings of any meeting of the shareholders or of the directors or executive committee, then, until the contrary is proved, the meeting shall be deemed to have been duly called and held and all proceedings had thereat to have been duly had and all appointments of directors, managers or other officers shall be deemed to have been duly made.

R.S., 1952, c. 53, s. 110.

113. Every company that neglects to keep any book or books required by this Part to be kept by the company, is guilty of an offence and liable on summary conviction to a penalty not exceeding twenty dollars for each day that such neglect continues.

R.S., 1952, c. 53, s. 111.

114. [Repealed, 1986, c. 26, s. 51]

114.1 (1) Where it appears to the Minister that, for the purposes of sections 100 to 100.6, and sections 135.1 to 135.93, there is reason to inquire into the ownership of any securities of a company, the Minister or his authorized representative may require any person whom the Minister has reasonable cause to believe

(a) is interested or has been interested in those securities, or

(b) is acting or has acted in relation to those securities as the agent or financial or investment adviser of someone interested therein,

to give him any information that such person has or can reasonably be expected to obtain as to the present and past interests in those securities and the names and addresses of the persons interested and of any persons who act or have acted on their behalf in relation to the securities.

(2) For the purposes of subsection (1), a person shall be deemed to have an interest in any securities if he has any right to acquire or dispose of them, or any interest therein, or to vote in respect thereof, or if his consent is necessary for the exercise of any of the rights of other persons interested therein, or if other persons interested therein can be required or are accustomed to exercise their rights in accordance with his instructions.

(3) The Minister may

(a) forward to such person or persons as he thinks fit a copy of such part of any report made to him that relates to the ownership of any securities of a company and may cause any such report or any part thereof to be published;

(b) divulge as he thinks fit any information relating to the ownership of any securities of a company obtained by him as a result of his investigation and may cause any such information to be published; and

(c) cause to be published monthly in the periodical referred to in section 100.2, such part of such report as relates to the ownership of any securities of the company.

(4) Any person who wilfully fails to give any information required of him under this section, or who in giving any such information knowingly makes any statement that is false in a material particular is guilty of an offence and is liable on summary conviction to a fine not exceeding one thousand dollars or to imprisonment for a term not exceeding six months or to both.

R.S., 1970, c. 10(1st Supp.), s. 12.

114.2 (1) Where pursuant to this Act a company or any officer thereof is required to file or deposit with the Department of Consumer and Corporate Affairs any report, return, record, bylaw, statement or other document, or any copy thereof, and the company or officer defaults in doing so, the Minister may

(a) cause an inspection to be made of the affairs and management of the company by a person authorized by him in that behalf to determine the reasons for such default, and to report thereon to the Minister, or

(b) by notice require any company or any director thereof to make a return upon any subject connected with its default within the time specified in the notice.

(2) Subject to subsection (2.1), any person (in this section called an “inspector”) authorized pursuant to subsection (1) to carry out an inspection pursuant to this section may at any reasonable time enter the premises of any company in respect of whose affairs and management an inspection has been authorized pursuant to subsection (1) and may examine any thing on the premises and may, for further examination, copy, or have a copy made of, any book or paper, or other document or record that in the opinion of the inspector is relevant to his inspection.

(2.1) Where onex parte application a justice of the peace is satisfied by information on oath that there are reasonable grounds to believe that there is in any premises referred to in subsection (2) any evidence relevant to the matters being investigated under this section, he may issue a warrant under his hand authorizing the inspector named therein to enter those premises and to exercise any of the other powers referred to in subsection (2), subject to such conditions as may be specified in the warrant.

(2.2) In executing a warrant issued under subsection (2.1), an inspector shall not use force unless he is accompanied by a peace officer and the use of force has been specifically authorized in the warrant.

(2.3) An inspector may exercise any of the powers referred to in subsection (2) without a warrant issued under subsection (2.1) if the conditions for obtaining the warrant exist but by reason of exigent circumstances it would not be practical to obtain the warrant.

(2.4) For the purposes of subsection (2.3), exigent circumstances include circumstances in which the delay necessary to obtain a warrant under subsection (2.1) would result in danger to human life or safety or the loss or destruction of evidence.

(2.5) The person in charge of any premises entered pursuant to this section and all directors, officers, agents and employees of any company investigated pursuant to this section shall give all reasonable assistance to enable an inspector to carry out his inspection.

(3) On entering any premises pursuant to this section, an inspector shall, if so requested, produce the authorization of the Minister to the person in charge thereof.

(4) A person who

(a) fails to permit an inspector to enter upon any premises or to make any inspection in pursuance of his duties under this section, or

(b) in any manner obstructs an inspector in the execution of his duties under this section,

is guilty of an offence and is liable on summary conviction to a fine not exceeding one thousand dollars or to imprisonment for a term not exceeding six months or to both.

(5) Every director and officer of the company who knowingly authorizes or permits a default in making a return required under paragraph (1)(b) is guilty of an offence and is liable on summary conviction to a fine not exceeding fifty dollars for every day during which the default continues.

R.S., 1970, c. 10(1st Supp.), s. 12; 1985, c. 26, s. 36.

114.3 (1) No person shall be excused from attending and giving evidence and producing books, papers, documents or records in accordance with section 114.2 on the grounds that the oral evidence or documents required of him may tend to criminate him or subject him to any proceeding or penalty, but no such oral evidence so required shall be used or is receivable against him in any criminal proceedings thereafter instituted against him, other than a prosecution for perjury in giving the evidence.

(2) Nothing in section 114.2 or this section compels the production by a solicitor of a document containing a privileged communication made by or to him in that capacity or authorizes the taking of possession of any document in his possession without the consent of his client or an order of a court.

R.S., 1970, c. 10(1st Supp.), s. 12; 1986, c. 26, s. 52.

114.4 (1) The expenses of, and incidental to, an investigation, inquiry or inspection under section 114, 114.1 or 114.2 shall be defrayed out of moneys provided by Parliament therefor, but the following persons are, to the extent mentioned, liable to pay those expenses as a debt owing to Her Majesty in right of Canada:

(a) a person who is convicted on a prosecution arising out of facts disclosed by an investigation under section 114 or who is ordered to restore property or pay damages or compensation in proceedings brought under subsection 114(27) may in the same proceeding be ordered to pay to the Receiver General such expenses to such extent as may be specified in the order;

(b) a company in whose name proceedings are brought under subsection 114(27) is liable to Her Majesty in right of Canada for the amount or value of any sums or property recovered by it as a result of those proceedings, and the expenses are a first charge on such sums or property.

(2) For the purposes of this section, any costs or expenses incurred by the Minister in connection with proceedings brought under subsection 114(27) shall be treated as expenses of the investigation giving rise to the proceedings.

(3) Upon the recommendation of the Minister, the Commission may require any or all shareholders applying for an investigation to give such security as the Commission deems appropriate for the payment of the costs of the investigation and any resulting inquiry and inspection.

(4) Upon the termination of the investigation, the Commission may order that any security given pursuant to subsection (3) be returned to the applicant but if the Commission holds that the application was vexatious or malicious it may

(a) order the applicant to pay to the Receiver General any or all of the costs of such investigation and any resulting inquiry or inspection,

(b) order the applicant to pay to the company any or all of the costs that it has incurred in connection with the investigation and any resulting inquiry or inspection, and

(c) order that any security given pursuant to subsection (3) be applied toward the payment of the costs referred to in paragraphs (a) and (b), in that order, and that the residue, if any, of such security not so applied, be returned to the applicant.

(5) Any costs ordered by the Commission to be paid to the Receiver General pursuant to subsection (4) shall be a debt owing to Her Majesty in right of Canada.

R.S., 1970, c. 10(1st Supp.), s. 12; 1986, c. 26, s. 53.

115. (1) A company may by resolution of its shareholders at any annual or special general meeting called for that purpose appoint inspectors to investigate its affairs.

(2) Inspectors so appointed have the same powers and duties as inspectors appointed by the Minister, except that, instead of reporting to the Minister, they shall report in such manner and to such persons as the shareholders by resolution may direct.

(3) Officers and agents of the company shall incur the like penalties in ease of refusal to produce any book or document required to be produced to inspectors so appointed, or to answer any question, as they would have incurred if the inspectors had been appointed by the Minister.

R.S., 1952, c. 53, s. 113.

116. A copy of the report of any inspectors appointed under this Act, authenticated by the seal of the company whose affairs they have investigated or by the seal of the Minister, is admissible in any legal proceeding as evidence of the opinion of the inspectors in relation to any matter contained in the report.

R.S., 1952, c. 53, s. 114.