584. In sections 585 to 596, the expressions “firm of accountants” and “member” have the meanings assigned to those expressions by section 313.

1991, c. 46, s. 584; 1999, c. 28, s. 35.

585. (1) An authorized foreign bank shall appoint a firm of accountants as auditor for its business in Canada and shall notify the Superintendent in writing of the name and address and date of appointment of the auditor without delay after making the appointment.

(2) A firm of accountants is qualified to be an auditor if

(a) two or more of its members are accountants who

(i) are members in good standing of an institute or association of accountants incorporated by or under an Act of the legislature of a province,

(ii) have at least five years experience at a senior level in performing audits of a financial institution,

(iii) are ordinarily resident in Canada, and

(iv) are independent of the authorized foreign bank; and

(b) the member of the firm jointly designated by the firm and the authorized foreign bank to conduct the audit of the authorized foreign bank on behalf of the firm is qualified in accordance with paragraph (a).

(3) For the purposes of subsection (2),

(a) independence is a question of fact; and

(b) a member of a firm of accountants is deemed not to be independent of an authorized foreign bank if that member, the firm or any other member of the firm

(i) is a director, officer or employee of the authorized foreign bank or of any of its affiliates or is a business partner of any of those directors, officers or employees,

(ii) beneficially owns or controls, directly or indirectly, a material interest in the shares of the authorized foreign bank or of any of its affiliates, or

(iii) has been a liquidator, trustee in bankruptcy, receiver or receiver and manager of any affiliate of the authorized foreign bank within the two years immediately preceding the proposed appointment of the firm of accountants as auditor, other than an affiliate that is a subsidiary of the authorized foreign bank acquired pursuant to subsection 519(2).

(4) Within fifteen days after the appointment of a firm of accountants as auditor, the authorized foreign bank and the firm shall jointly designate a member of the firm who meets the qualifications described in paragraph (2)(a) to conduct an audit under subsection 592(1) on behalf of the firm and shall without delay notify the Superintendent in writing of the designation.

(5) Where for any reason the member designated under subsection (4) to conduct an audit ceases to conduct the audit, the authorized foreign bank and the firm of accountants may jointly designate another member of the same firm who meets the qualifications described in paragraph (2)(a) to conduct the audit and the authorized foreign bank shall without delay notify the Superintendent in writing of the designation.

(6) In any case where subsection (5) applies and a designation is not made pursuant to that subsection within thirty days after the designated member ceases to conduct the audit, there shall be deemed to be a vacancy in the office of auditor of the authorized foreign bank.

1991, c. 46, s. 585; 1999, c. 28, s. 35.

586. (1) An auditor that ceases to be qualified under subsection 585(2) shall resign without delay after any member of the firm of accountants becomes aware that the firm has ceased to be qualified.

(2) Any interested person may apply to a court for an order declaring that an authorized foreign bank’s auditor has ceased to be qualified under subsection 585(2) and declaring the office of auditor to be vacant.

1991, c. 46, s. 586; 1999, c. 28, s. 35.

587. (1) An authorized foreign bank may at any time revoke the appointment of its auditor.

(2) The Superintendent may at any time revoke the appointment of an auditor made under subsection 585(1) or 589(1) by notice in writing signed by the Superintendent and sent by registered mail to the auditor and to the principal officer of the authorized foreign bank addressed to the usual place of business of the auditor and to the principal office of the authorized foreign bank, respectively.

1991, c. 46, s. 587; 1999, c. 28, s. 35.

588. (1) An auditor ceases to hold office when

(a) the auditor resigns; or

(b) the appointment of the auditor is revoked by the authorized foreign bank or the Superintendent.

(2) The resignation of an auditor becomes effective at the time a written resignation is sent to the authorized foreign bank or at the time specified in the resignation, whichever is later.

1991, c. 46, s. 588; 1999, c. 28, s. 35.

589. (1) Where a vacancy occurs in the office of auditor of an authorized foreign bank under any of sections 585 to 588, the authorized foreign bank shall without delay fill the vacancy and, where it fails to do so, the Superintendent may fill the vacancy.

(2) Where the Superintendent has appointed a firm of accountants to fill a vacancy, the Superintendent shall designate the member of the firm who is to conduct the audit on behalf of the firm.

1991, c. 46, s. 589; 1999, c. 28, s. 35.

590. An auditor of an authorized foreign bank who

(a) resigns, or

(b) receives a notice or otherwise learns that another person is to be appointed in the auditor’s stead, whether because of the auditor’s resignation or revocation of appointment or because the auditor’s term of office has expired or is about to expire,

shall submit to the principal officer of the authorized foreign bank and the Superintendent a written statement giving the reasons for the resignation or the reasons why the auditor opposes any proposed action.

1991, c. 46, s. 590; 1999, c. 28, s. 35.

591. (1) Where an auditor of an authorized foreign bank has resigned or the appointment of an auditor has been revoked, no firm of accountants shall accept an appointment or consent to be appointed as auditor of the authorized foreign bank until the firm has requested and received from the other auditor a written statement of the circumstances and reasons why the other auditor resigned or why, in the other auditor’s opinion, the other auditor’s appointment was revoked.

(2) Notwithstanding subsection (1), a firm of accountants may accept an appointment or consent to be appointed as auditor of an authorized foreign bank if, within fifteen days after a request under that subsection is made, no reply from the other auditor is received.

(3) Unless subsection (2) applies, an appointment as auditor of an authorized foreign bank is void if subsection (1) has not been complied with.

1991, c. 46, s. 591; 1999, c. 28, s. 35.

592. (1) The auditor of an authorized foreign bank shall make any examination that the auditor considers necessary to enable the auditor to report on the annual return.

(2) The auditor’s examination shall, except as otherwise specified by the Superintendent, be conducted in accordance with the auditing standards referred to in subsection 323(2).

(3) The auditor’s report shall be filed with the Superintendent within five months after the end of the financial year of the authorized foreign bank.

(4) The Superintendent may, in writing, require that an authorized foreign bank’s auditor report to the Superintendent on the extent of the auditor’s procedures in the examination of the authorized foreign bank’s annual return and may, in writing, require that the auditor enlarge or extend the scope of that examination or direct that any other particular procedure be performed in any particular case, and the auditor shall comply with any requirement of the Superintendent and report to the Superintendent on it.

(5) The Superintendent may, in writing, require that the auditor of the authorized foreign bank make a particular examination relating to the adequacy of the procedures adopted by the authorized foreign bank in respect of its business in Canada for the safety of its depositors and creditors, or any other examination that, in the Superintendent’s opinion, the public interest may require, and report to the Superintendent on it.

(6) The Superintendent may direct that a special audit or report be made if, in the opinion of the Superintendent, it is so required and may appoint for that purpose a firm of accountants qualified under subsection 585(2) to be the auditor.

(7) The expenses entailed by any examination, audit or report referred to in any of subsections (4) to (6) are payable by the authorized foreign bank on being approved in writing by the Superintendent.

1991, c. 46, s. 592; 1999, c. 28, s. 35.

593. (1) On the request of the auditor of an authorized foreign bank, the present or former principal officers, directors, officers, employees or representatives of the authorized foreign bank shall, to the extent that they are reasonably able to do so,

(a) permit access to any records, assets and security held by the authorized foreign bank, or any entity in which the authorized foreign bank has a substantial investment under Part XII, and

(b) provide any information and explanations

that are, in the opinion of the auditor, necessary to enable the auditor to perform the duties of auditor of the authorized foreign bank.

(2) A person who in good faith makes an oral or written communication under subsection (1) shall not be liable in any civil action arising from having made the communication.

1991, c. 46, s. 593; 1999, c. 28, s. 35.

594. (1) The auditor of an authorized foreign bank shall make a report to the principal officer of the authorized foreign bank in writing on the annual return not later than five months after the end of the financial year in respect of which the annual return is prepared.

(2) In the report, the auditor shall state whether, in the auditor’s opinion, the annual return presents fairly, in accordance with the accounting principles referred to in subsection 308(4), the financial position of the business in Canada of the authorized foreign bank as at the end of the financial year to which it relates and the results of the operations and changes in the financial position of the business in Canada of the authorized foreign bank for that financial year.

(3) In the report, the auditor shall include any remarks that the auditor considers necessary when

(a) the examination has not been made in accordance with the auditing standards referred to in subsection 592(2);

(b) the annual return has not been prepared on a basis consistent with that of the preceding financial year; or

(c) the annual return does not present fairly, in accordance with the accounting principles referred to in subsection 308(4), the financial position of the business in Canada of the authorized foreign bank as at the end of the financial year to which it relates or the results of the operations or changes in the financial position of the authorized foreign bank for that financial year.

1991, c. 46, s. 594; 1999, c. 28, s. 35; 2001, c. 9, s. 162.

595. (1) It is the duty of the auditor of an authorized foreign bank to report in writing to the principal officer of the authorized foreign bank any transactions or conditions in respect of the business in Canada of the authorized foreign bank that have come to the auditor’s attention affecting the well-being of the authorized foreign bank that in the auditor’s opinion are not satisfactory and require rectification and, without restricting the generality of the foregoing, the auditor shall, as occasion requires, make a report to the principal officer in respect of transactions in respect of the business in Canada of the authorized foreign bank that have come to the auditor’s attention and that in the auditor’s opinion have not been within the powers of the authorized foreign bank.

(2) The auditor shall, at the time of transmitting the report to the principal officer, provide the Superintendent with a copy of it.

1991, c. 46, s. 595; 1999, c. 28, s. 35.

596. Any oral or written statement or report made under this Act by the auditor or a former auditor of an authorized foreign bank has qualified privilege.

1991, c. 46, s. 596; 1999, c. 28, s. 35.

597. (1) An authorized foreign bank shall prepare and maintain

(a) records containing copies of all orders of the Minister or the Superintendent in relation to the authorized foreign bank;

(b) accounting records respecting its business in Canada;

(c) with respect to its business in Canada, records showing, for each of its customers, on a daily basis, particulars of the transactions with that customer and the balance owing to or by the authorized foreign bank in respect of that customer;

(d) records containing information set out in Schedule III, as that information exists from time to time, in relation to the authorized foreign bank; and

(e) records containing the name, address and date of appointment of the authorized foreign bank’s auditor.

(2) The records described in subsection (1) shall be kept at the principal office of the authorized foreign bank or at any other place in Canada that its principal officer thinks fit.

(3) Where any of the records described in subsection (1) are not kept at the principal office of an authorized foreign bank, the authorized foreign bank shall notify the Superintendent of the place where they are kept.

(4) Records required by this Act to be prepared and maintained by an authorized foreign bank

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

(b) may be entered or recorded by any 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.

(5) Records kept in one form may be converted to any other form and, notwithstanding section 246, an authorized foreign bank may destroy the record at any time after it has been converted.

(6) Creditors in respect of the business in Canada of an authorized foreign bank and their personal representatives may examine a record referred to in any of paragraphs (1)(a), (d) or (e) during the usual business hours of the authorized foreign bank, and may take extracts from it, free of charge, or have copies made of it on payment of a reasonable fee.

(7) An authorized foreign bank may make the information contained in records referred to in subsection (1) available to persons by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing the records in intelligible written form within a reasonable time.

1991, c. 46, s. 597; 1999, c. 28, s. 35; 2001, c. 9, s. 163.

598. Section 244, subsections 245(1), (2) and (4) to (7) and sections 246 and 247 apply, with any modifications that the circumstances require, to an authorized foreign bank as if

(a) the reference in subsection 245(1) to “records referred to in section 238” were a reference to “records referred to in section 597”; and

(b) the reference in subsection 246(1) to “records of the bank referred to in subsection 238(1)” were a reference to “records of the authorized foreign bank referred to in subsection 597(1)”.

1991, c. 46, s. 598; 1999, c. 28, s. 35.

599. (1) An authorized foreign bank that discontinues its business in Canada may apply in writing to the Superintendent for the release of its assets maintained on deposit under paragraph 534(3)(a) or subsection 582(1).

(2) Except as otherwise provided in this Act, the assets may not be released unless

(a) the authorized foreign bank discharges, provides for the discharge of, or transfers, all its liabilities in respect of its business in Canada to a bank, to another authorized foreign bank in respect of its business in Canada or to a body corporate to which the Trust and Loan Companies Act applies; and

(b) the authorized foreign bank provides the Superintendent with proof of the publication, for four consecutive weeks, in at least one newspaper of general circulation at or near the place where the principal office of the authorized foreign bank is situated and the Canada Gazette of a notice that it will apply to the Superintendent for the release of its assets on a day specified in the notice, which must be at least six weeks after the date of the notice, and calling on any of its depositors or creditors opposing that release to file their opposition with the Superintendent on or before the day.

(3) After the day specified in the notice, the Superintendent may authorize the release of the assets if the Superintendent is satisfied that the authorized foreign bank has discharged, provided for the discharge of, or transferred, all of its liabilities in respect of its business in Canada.

(4) Notwithstanding subsections (1) to (3), the assets on deposit of an authorized foreign bank that is in liquidation may, on the order of any court having jurisdiction under the Winding-up and Restructuring Act, be released to the liquidator.

(5) An order made under subsection 524(1), 528(1) or 534(1) in respect of an authorized foreign bank is deemed to be revoked when the Superintendent authorizes the release of the assets of the authorized foreign bank under subsection (3).

1991, c. 46, s. 599; 1999, c. 28, s. 35.

600. An authorized foreign bank shall provide the Superintendent with any information, at the times and in the form, that the Superintendent may require.

1991, c. 46, s. 600; 1999, c. 28, s. 35.

601. (1) An authorized foreign bank, in respect of its business in Canada, shall prepare annually a return of the condition and affairs of the authorized foreign bank as at the end of each financial year, showing its assets and liabilities and its income and expenditures during that financial year together with any other information that the Superintendent considers appropriate.

(2) The annual return shall be in the form that the Superintendent determines and shall be filed with the Superintendent on or before sixty days after the end of the financial year in respect of which it is prepared.

(3) The annual return shall be prepared in accordance with the accounting principles referred to in subsection 308(4).

1991, c. 46, s. 601; 1999, c. 28, s. 35.

602. (1) An authorized foreign bank shall, within sixty days after the end of each calendar year, provide the Superintendent with a return, in the form that the Superintendent may determine, as of the end of that calendar year, in respect of all deposits made with it in Canada in Canadian currency for which no transaction has taken place and no statement of account has been requested or acknowledged by the depositors during a period of nine years or more.

(2) The period referred to in subsection (1) shall be calculated

(a) in the case of a deposit made for a fixed period, from the day on which the fixed period terminated until the date of the return; and

(b) in the case of any other deposit, from the day on which the last transaction took place or a statement of account was last requested or acknowledged by the depositor, whichever is later, until the date of the return.

(3) The return shall show, in so far as is known to the authorized foreign bank,

(a) the name of each depositor in whose name each deposit is held;

(b) the recorded address of each of those depositors;

(c) the outstanding amount of each deposit; and

(d) the branch of the authorized foreign bank at which the last transaction took place in respect of the deposit, and the date of the transaction.

(4) Where the total outstanding amount of deposits in the name of a depositor is less than one hundred dollars, the authorized foreign bank may omit from the return the particulars in respect of the deposits required by subsection (3).

1991, c. 46, s. 602; 1999, c. 28, s. 35.

603. (1) An authorized foreign bank shall, within sixty days after the end of each calendar year, provide the Superintendent with a return, in the form that the Superintendent may determine, as of the end of that calendar year, in respect of all negotiable instruments (including instruments drawn by one branch of the authorized foreign bank on another of its branches but not including instruments issued in payment of a dividend on the capital of the authorized foreign bank) payable in Canada in Canadian currency that have been issued, certified or accepted by the authorized foreign bank at branches of the authorized foreign bank and for which no payment has been made for a period of nine years or more calculated from the date of issue, certification, acceptance or maturity, whichever is the latest, until the date of the return.

(2) The return shall show, in so far as is known to the authorized foreign bank,

(a) the name of each person to whom or at whose request each instrument was issued, certified or accepted;

(b) the recorded address of each of those persons;

(c) the name of the payee of each instrument;

(d) the amount and date of each instrument;

(e) the name of the place where each instrument was payable; and

(f) the branch of the authorized foreign bank at which each instrument was issued, certified or accepted.

(3) Where the amount of an instrument is less than one hundred dollars, the authorized foreign bank may omit from the return the particulars required by subsection (2) in respect of the instrument.

(4) An authorized foreign bank may omit from a return the particulars required by subsection (2) in respect of any money order in respect of which subsection (1) applies.

1991, c. 46, s. 603; 1999, c. 28, s. 35.

604. Where an authorized foreign bank, pursuant to subsection 602(4) or 603(3) or (4), omits from a return required by subsection 602(1) or 603(1) the particulars of any deposit or instrument, the total of the amounts of all deposits or instruments that have been so omitted shall be reported in the return.

1991, c. 46, s. 604; 1999, c. 28, s. 35.

605. (1) The Superintendent may, by order, direct a person who controls an authorized foreign bank or any entity that is affiliated with an authorized foreign bank to provide the Superintendent with any information or documents that may be specified in the order if the Superintendent believes that the production of the information or documents is necessary in order to be satisfied that the provisions of this Act are being duly observed.

(2) A person to whom an order is issued 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 is affiliated with an authorized foreign bank 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 those financial institutions.

1991, c. 46, s. 605; 1999, c. 28, s. 35.

606. (1) Subject to sections 608 and 609, all information regarding the business or affairs of an authorized foreign bank, or regarding a person dealing with an authorized foreign bank, 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 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.

1999, c. 28, s. 35; 2001, c. 9, s. 164.

607. The Governor in Council may make regulations prohibiting, limiting or restricting the disclosure by authorized foreign banks of prescribed supervisory information.

1999, c. 28, s. 35.

608. The Superintendent shall cause to be published in the Canada Gazette the information contained in each of the returns made under sections 602 and 603 within sixty days after the expiration of the time provided by this Act for providing the return.

1999, c. 28, s. 35.

609. (1) The Superintendent shall disclose, at the times and in the manner that the Minister may determine, any information obtained by the Superintendent under this Act that the Minister considers ought to be disclosed for the purposes of the analysis of the business in Canada of an authorized foreign bank and that

(a) is contained in returns filed pursuant to the Superintendent’s financial regulatory reporting requirements in respect of authorized foreign banks; or

(b) has been obtained as a result of an industry-wide or sectoral survey conducted by the Superintendent in relation to an issue or circumstances that could have an impact on the business in Canada of authorized foreign banks.

(2) The Minister shall consult with the Superintendent before making any determination under subsection (1).

1999, c. 28, s. 35.

610. (1) An authorized foreign bank shall make available to the public any information concerning

(a) the compensation of its executives, as that expression is defined by the regulations, and

(b) its business and affairs for the purposes of the analysis of its business in Canada,

in the form and manner and at the times that may be required by or under regulations that the Governor in Council may make for the purpose.

(2) Paragraph (1)(a) does not apply to an authorized foreign bank that is within any class or classes of authorized foreign banks that may be prescribed.

1999, c. 28, s. 35.

611. Subject to any regulations made under section 576, information obtained by an authorized foreign bank regarding any of its customers shall not be disclosed or made available under subsection 609(1) or section 610.

1999, c. 28, s. 35.

612. The Superintendent shall prepare a report respecting the disclosure of information by authorized foreign banks and describing the state of progress made in enhancing the disclosure of information in the financial services industry. The report is to be included in the report referred to in section 40 of the Office of the Superintendent of Financial Institutions Act.

1999, c. 28, s. 35; 2001, c. 9, s. 165.

613. (1) The Superintendent, from time to time, but, in the case of an authorized foreign bank that is not subject to the restrictions and requirements referred to in subsection 524(2), at least once in each calendar year, shall make or cause to be made any examination and inquiry into the business and affairs of each authorized foreign bank that the Superintendent considers to be necessary or expedient to determine whether the authorized foreign bank is complying with the provisions of this Act and, after the conclusion of each examination and inquiry, shall report on it to the Minister.

(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 an authorized foreign bank; and

(b) may require the directors, officers and the auditor of an authorized foreign bank 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 authorized foreign bank or any entity in which it has a substantial investment under Part XII.

1999, c. 28, s. 35; 2001, c. 9, s. 166.

614. 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.

1999, c. 28, s. 35.