120. In this Division,

“annual report” means a report made pursuant to section 150;

“examiner” means a person designated by or appointed pursuant to section 142 to carry out a special examination;

“objectives”, in relation to a parent Crown corporation, means the objectives of the corporation as set out in a corporate plan or an amendment to a corporate plan that has been approved pursuant to section 122;

“special examination” means an examination referred to in subsection 138(1).

1984, c. 31, s. 11.

121. (1) The financial year of a parent Crown corporation is the calendar year, unless the Governor in Council otherwise directs.

(2) Notwithstanding subsection (1), the financial year of a parent Crown corporation that was in effect on September 1, 1984 continues in effect, unless the Governor in Council has directed or directs otherwise.

1984, c. 31, s. 11.

122. (1) Each parent Crown corporation shall annually submit a corporate plan to the appropriate Minister for the approval of the Governor in Council on the recommendation of the appropriate Minister and, if required by the regulations, on the recommendation of the Minister of Finance.

(2) The corporate plan of a parent Crown corporation shall encompass all the businesses and activities, including investments, of the corporation and its wholly-owned subsidiaries, if any.

(3) The corporate plan of a parent Crown corporation shall include a statement of

(a) the objects or purposes for which the corporation is incorporated, or the restrictions on the businesses or activities that it may carry on, as set out in its charter;

(b) the corporation’s objectives for the period to which the plan relates and for each year in that period and the strategy the corporation intends to employ to achieve those objectives; and

(c) the corporation’s expected performance for the year in which the plan is required by the regulations to be submitted as compared to its objectives for that year as set out in the last corporate plan or any amendment thereto approved pursuant to this section.

(4) The corporate plan of a parent Crown corporation shall be prepared in a form that clearly sets out information according to the major businesses or activities of the corporation and its wholly-owned subsidiaries, if any.

(5) No parent Crown corporation or wholly-owned subsidiary of a parent Crown corporation shall carry on any business or activity in any period in a manner that is not consistent with the last corporate plan of the parent Crown corporation or any amendment thereto approved pursuant to this section in respect of that period.

(6) Where a parent Crown corporation, or a wholly-owned subsidiary of a parent Crown corporation, proposes to carry on any business or activity in any period in a manner that is not consistent with the last corporate plan of the corporation or any amendment thereto approved pursuant to this section in respect of that period, the corporation shall, before that business or activity is so carried on, submit an amendment to the corporate plan to the appropriate Minister for approval as described in subsection (1).

(6.1) The Governor in Council may specify such terms and conditions as the Governor in Council deems appropriate for the approval of a corporate plan or an amendment to a corporate plan.

(7) The Governor in Council may make regulations prescribing, for the purposes of this section, the circumstances in which the recommendation of the Minister of Finance is required for the approval of a corporate plan or an amendment thereto.

R.S., 1985, c. F-11, s. 122; 1991, c. 24, s. 35.

123. (1) Each parent Crown corporation named in Part I of Schedule III shall annually submit an operating budget for the next following financial year of the corporation to the appropriate Minister for the approval of the Treasury Board on the recommendation of the appropriate Minister.

(2) The operating budget of a parent Crown corporation shall encompass all the businesses and activities, including investments, of the corporation and its wholly-owned subsidiaries, if any.

(3) The operating budget of a parent Crown corporation shall be prepared in a form that clearly sets out information according to the major businesses or activities of the corporation and its wholly-owned subsidiaries, if any.

(4) Where a parent Crown corporation anticipates that the total amount of expenditures or commitments to make expenditures in respect of any major business or activity in a financial year will vary significantly from the total amount projected for that major business or activity in an operating budget of the corporation or any amendment thereto that is approved pursuant to this section for that year, the corporation shall submit an amendment to the budget to the appropriate Minister for the approval of the Treasury Board on the recommendation of the appropriate Minister.

(5) The Treasury Board may specify such terms and conditions as it deems appropriate for the approval of an operating budget or an amendment to an operating budget.

R.S., 1985, c. F-11, s. 123; 1991, c. 24, s. 36.

124. (1) Each parent Crown corporation shall annually submit a capital budget for the next following financial year of the corporation to the appropriate Minister for the approval of the Treasury Board on the recommendation of the appropriate Minister.

(2) The capital budget of a parent Crown corporation shall encompass all the businesses and activities, including investments, of the corporation and its wholly-owned subsidiaries, if any.

(3) The Treasury Board may approve any item in a capital budget submitted pursuant to subsection (1) for any financial year or years after the financial year for which the budget is submitted.

(4) The capital budget of a parent Crown corporation shall be prepared in a form that clearly sets out information according to the major businesses or activities of the corporation and its wholly-owned subsidiaries, if any.

(5) No parent Crown corporation or wholly-owned subsidiary of a parent Crown corporation shall incur, or make a commitment to incur, a capital expenditure in any financial year for which the corporation is required to submit a budget pursuant to this section, unless

(a) a budget for that year has been approved pursuant to this section; or

(b) the expenditure or commitment

(i) is included in an item for that year that has been approved pursuant to subsection (3) as part of a budget for a previous year,

(ii) has been specifically approved pursuant to this section as though it were a capital budget, or

(iii) is, in the opinion of the board of directors of the corporation or subsidiary, essential to continue a current business or activity of the corporation or subsidiary as set out in a corporate plan or budget of the corporation that has been approved pursuant to this section or section 122 or 123.

(6) Where, by reason of any one or more proposed expenditures or commitments to make expenditures, a parent Crown corporation anticipates that the total amount of expenditures or commitments to make expenditures in respect of any major business or activity in a financial year will vary significantly from the total amount projected for that major business or activity in a capital budget of the corporation or any amendment thereto that is approved pursuant to this section for that year, the corporation shall submit an amendment to the budget to the appropriate Minister for the approval of the Treasury Board on the recommendation of the appropriate Minister, and the expenditure or expenditures shall not be incurred or commitments made before that approval is obtained.

(7) The Minister of Finance may require that his recommendation, in addition to that of the appropriate Minister, be obtained before a capital budget or an amendment to a capital budget is submitted to the Treasury Board for approval under this section.

(8) The Treasury Board may specify such terms and conditions as it deems appropriate for the approval of a capital budget or an amendment to a capital budget.

R.S., 1985, c. F-11, s. 124; 1991, c. 24, s. 37.

125. (1) After a corporate plan, operating budget or capital budget, or an amendment thereto, is approved pursuant to section 122, 123 or 124, the parent Crown corporation shall submit a summary of the plan or budget, or the plan or budget as so amended, to the appropriate Minister for his approval.

(2) A summary shall encompass all the businesses and activities, including investments, of the parent Crown corporation and its wholly-owned subsidiaries, if any, and shall set out the major business decisions taken with respect thereto.

(3) A summary shall be prepared in a form that clearly sets out information according to the major businesses or activities of the parent Crown corporation and its wholly-owned subsidiaries, if any.

(4) The appropriate Minister shall cause a copy of every summary he approves pursuant to this section to be laid before each House of Parliament.

(5) A summary laid before Parliament pursuant to subsection (4) stands permanently referred to such committee of Parliament as may be designated or established to review matters relating to the businesses and activities of the corporation submitting the summary.

1984, c. 31, s. 11.

126. In addition to any other requirements under this Act or any other Act of Parliament with respect thereto, the Treasury Board may make regulations

(a) prescribing the form in which corporate plans, budgets, summaries or amendments required under section 122, 123, 124 or 125 shall be prepared, the information to be included therein and the time at, before or within which they are to be submitted and summaries are to be laid before each House of Parliament;

(b) prescribing the period to be covered by corporate plans under section 122, either generally or in respect of any specified parent Crown corporation or any parent Crown corporation of a specified class; and

(c) defining for the purpose of this Division the expression “vary significantly”.

R.S., 1985, c. F-11, s. 126; 1991, c. 24, s. 38.

127. (1) Where a parent Crown corporation or a wholly-owned subsidiary of a parent Crown corporation intends to borrow money, the corporation shall so indicate in its corporate plan or an amendment thereto under section 122 for the period in which the corporation or subsidiary intends to borrow and shall give a general indication therein of the borrowing plans and strategy of the corporation or subsidiary for that period.

(2) Where a parent Crown corporation indicates in a corporate plan or an amendment to a corporate plan an intention to borrow money, the Minister of Finance may require that his recommendation, in addition to that of the appropriate Minister, be obtained before the plan or amendment is submitted to the Governor in Council for approval.

(3) No Crown corporation shall enter into any particular transaction to borrow money without the approval of the Minister of Finance with respect to the time and the terms and conditions of the transaction.

(4) The Governor in Council may, on the recommendation of the Minister of Finance, make regulations

(a) exempting a specified Crown corporation or a Crown corporation of a specified class from the application of subsection (3), either generally or in respect of any specified borrowing or any borrowing of a specified class;

(b) deeming a specified transaction or a transaction of a specified class to be, for the purposes of this Part, a transaction to borrow money; and

(c) specifying the manner of granting approvals under subsection (3) and the circumstances in which an approval under that subsection is deemed to have been granted in respect of borrowing by Crown corporations.

(5) Nothing in this section shall be construed as authorizing a Crown corporation to borrow money in excess of any limit established by any other Act of Parliament on the amount of money the corporation may borrow.

1984, c. 31, s. 11.

128. A Crown corporation may, directly or indirectly, deposit funds with or acquire deposit receipts from

(a) any member of the Canadian Payments Association;

(b) any local cooperative credit society that is a member of a central cooperative credit society having membership in the Canadian Payments Association; and

(c) any financial institution outside Canada that is not a member of the Canadian Payments Association, but only with the approval of the Minister of Finance.

R.S., 1985, c. F-11, s. 128; 1991, c. 24, s. 39.

129. (1) A parent Crown corporation shall, if directed by the Minister of Finance with the concurrence of the appropriate Minister, and may, if the Minister of Finance and the appropriate Minister approve, pay or cause to be paid all or any part of the money of the corporation or a wholly-owned subsidiary of the corporation to the Receiver General to be paid into the Consolidated Revenue Fund and credited to a special account in the accounts of Canada in the name of the corporation or subsidiary, and the Receiver General, subject to such terms and conditions as the Minister of Finance may prescribe, may pay out, for the purposes of the corporation or subsidiary, or repay to the corporation or subsidiary, all or any part of the money credited to the special account.

(2) Interest may be paid from the Consolidated Revenue Fund in respect of money credited to a special account pursuant to subsection (1), in accordance with and at rates fixed by the Minister of Finance with the approval of the Governor in Council.

1984, c. 31, s. 11.

130. Subject to any other Act of Parliament, where the appropriate Minister and the Minister of Finance, with the approval of the Governor in Council, so direct, a parent Crown corporation shall pay or cause to be paid to the Receiver General so much of the money of the corporation or of a wholly-owned subsidiary of the corporation as the appropriate Minister and the Minister of Finance consider to be in excess of the amount required for the purposes of the corporation or subsidiary, and any money so paid may be applied toward the discharge of any obligation of the corporation or subsidiary to the Crown or may be applied as revenues of Canada.

R.S., 1985, c. F-11, s. 130; 1999, c. 31, s. 116(F).

130.1 Each parent Crown corporation named in Part II of Schedule III shall annually submit a dividend proposal to the appropriate Minister as part of its corporate plan submitted pursuant to section 122.

1991, c. 24, s. 40.

130.2 The Governor in Council may prescribe, waive or vary the dividends to be paid by any parent Crown corporation named in Schedule III.

1991, c. 24, s. 40.

131. (1) Each parent Crown corporation shall cause

(a) books of account and records in relation thereto to be kept, and

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

in respect of itself and each of its wholly-owned subsidiaries, if any.

(2) The books, records, systems and practices referred to in subsection (1) shall be kept and maintained in such manner as will provide reasonable assurance that

(a) the assets of the corporation and each subsidiary are safeguarded and controlled;

(b) the transactions of the corporation and each subsidiary are in accordance with this Part, the regulations, the charter and by-laws of the corporation or subsidiary and any directive given to the corporation; and

(c) the financial, human and physical resources of the corporation and each subsidiary are managed economically and efficiently and the operations of the corporation and each subsidiary are carried out effectively.

(3) Each parent Crown corporation shall cause internal audits to be conducted, in respect of itself and each of its wholly-owned subsidiaries, if any, to assess compliance with subsections (1) and (2), unless the Governor in Council is of the opinion that the benefits to be derived from those audits do not justify their cost.

(4) Each parent Crown corporation shall cause financial statements to be prepared annually, in respect of itself and its wholly-owned subsidiaries, if any, in accordance with generally accepted accounting principles as supplemented or augmented by regulations made pursuant to subsection (6), if any.

(5) The financial statements of a parent Crown corporation and of a wholly-owned subsidiary shall be prepared in a form that clearly sets out information according to the major businesses or activities of the corporation or subsidiary.

(6) The Treasury Board may, for the purposes of subsection (4), make regulations respecting financial statements either generally or in respect of any specified parent Crown corporation or any parent Crown corporation of a specified class, but such regulations shall, in respect of the preparation of financial statements, only supplement or augment generally accepted accounting principles.

R.S., 1985, c. F-11, s. 131; 1991, c. 24, s. 41; 1999, c. 31, s. 117(F).

132. (1) Each parent Crown corporation shall cause an annual auditor’s report to be prepared, in respect of itself and its wholly-owned subsidiaries, if any, in accordance with the regulations, on

(a) the financial statements referred to in section 131 and any revised financial statement referred to in subsection 133(3); and

(b) any quantitative information required to be audited pursuant to subsection (5).

(2) A report under subsection (1) shall be addressed to the appropriate Minister and shall

(a) include separate statements whether in the auditor’s opinion

(i) the financial statements are presented fairly in accordance with generally accepted accounting principles applied on a basis consistent with that of the preceding year,

(ii) the quantitative information is accurate in all material respects and, if applicable, was prepared on a basis consistent with that of the preceding year, and

(iii) the transactions of the corporation and of each subsidiary that have come to the auditor’s notice in the course of his examination for the report were in accordance with this Part, the regulations, the charter and by-laws of the corporation or subsidiary and any directive given to the corporation; and

(b) call attention to any other matter falling within the scope of the auditor’s examination for the report that, in his opinion, should be brought to the attention of Parliament.

(3) The Treasury Board may make regulations prescribing the form and manner in which the report referred to in subsection (1) is to be prepared.

(4) Notwithstanding any other provision of this Part, the auditor of a parent Crown corporation may prepare separate annual auditor’s reports on the statements referred to in paragraph (1)(a) and on the information referred to in paragraph (1)(b) if, in the auditor’s opinion, separate reports would be more appropriate.

(5) The Treasury Board may require that any quantitative information required to be included in a parent Crown corporation’s annual report pursuant to subsection 150(3) be audited.

(6) The auditor of a parent Crown corporation shall prepare such other reports respecting the corporation or any wholly-owned subsidiary of the corporation as the Governor in Council may require.

(7) An auditor shall make such examination as he considers necessary to enable him to prepare a report under subsection (1) or (6).

(8) An auditor shall, to the extent he considers practicable, rely on any internal audit of the corporation being audited that is conducted pursuant to subsection 131(3).

R.S., 1985, c. F-11, s. 132; 1991, c. 24, s. 42; 1999, c. 31, s. 118(F).

133. (1) A director or officer of a Crown corporation shall forthwith notify the auditor and the audit committee of the corporation, if any, of any error or omission of which the director or officer becomes aware in a financial statement that the auditor or a former auditor has reported on or in a report prepared by the auditor or a former auditor pursuant to section 132.

(2) Where an auditor or former auditor of a Crown corporation is notified or becomes aware of any error or omission in a financial statement that the auditor or former auditor has reported on or in a report prepared by the auditor or former auditor pursuant to section 132, he shall forthwith notify each director of the corporation of the error or omission if he is of the opinion that the error or omission is material.

(3) Where an auditor or former auditor of a Crown corporation notifies the directors of an error or omission in a financial statement or report pursuant to subsection (2), the corporation shall prepare a revised financial statement or the auditor or former auditor shall issue a correction to the report, as the case may be, and a copy thereof shall be given to the appropriate Minister.

1984, c. 31, s. 11.

134. (1) Subject to subsection (2), the auditor of a Crown corporation shall be appointed annually by the Governor in Council, after the appropriate Minister has consulted the board of directors of the corporation, and may be removed at any time by the Governor in Council, after the appropriate Minister has consulted the board.

(2) The Auditor General of Canada shall be appointed by the Governor in Council as the auditor, or a joint auditor, of each Crown corporation, unless the Auditor General waives the requirement of being so appointed.

(3) Subsections (1) and (2) do not apply in respect of any parent Crown corporation the auditor of which is specified by any other Act of Parliament to be the Auditor General of Canada, but the Auditor General is eligible to be appointed as the auditor, or a joint auditor, of a parent Crown corporation pursuant to subsection (1) and section 135 does not apply to him.

(4) [Repealed, 2005, c. 30, s. 36]

(5) The Governor in Council may make regulations prescribing the criteria to be applied in selecting an auditor for appointment pursuant to subsection (1).

(6) An auditor of a Crown corporation is eligible for re-appointment on the expiration of the auditor’s appointment.

(7) Notwithstanding subsection (1), if an auditor of a Crown corporation is not appointed to take office on the expiration of the appointment of an incumbent auditor, the incumbent auditor continues in office until a successor is appointed.

R.S., 1985, c. F-11, s. 134; 2005, c. 30, s. 36.

135. (1) A person is disqualified from being appointed or re-appointed or continuing as an auditor of a Crown corporation pursuant to section 134 if that person is not independent of the corporation, any of its affiliates, or the directors or officers of the corporation or any of its affiliates.

(2) For the purposes of this section,

(a) independence is a question of fact; and

(b) a person is deemed not to be independent if that person or any of that person’s business partners

(i) is a business partner, director, officer or employee of the Crown corporation or any of its affiliates, or a business partner of any director, officer or employee of the corporation or any of its affiliates,

(ii) beneficially owns or controls, directly or indirectly through a trustee, legal representative, agent or other intermediary, a material interest in the shares or debt of the Crown corporation or any of its affiliates, or

(iii) has been a receiver, receiver-manager, liquidator or trustee in bankruptcy of the Crown corporation or any of its affiliates within two years of the person’s proposed appointment as auditor of the corporation.

(3) An auditor of a Crown corporation who becomes disqualified under this section shall resign immediately after becoming aware of the disqualification.

R.S., 1985, c. F-11, s. 135; 2005, c. 30, s. 37.

136. Nothing in sections 134 and 135 shall be construed as empowering the appointment, re-appointment or continuation in office as an auditor of a Crown corporation of any person who does not meet any qualifications for such appointment, re-appointment or continuation established by any other Act of Parliament.

R.S., 1985, c. F-11, s. 136; 2005, c. 30, s. 37.

137. A resignation of an auditor of a Crown corporation becomes effective at the time the corporation receives a written resignation from the auditor or at the time specified in the resignation, whichever is later.

R.S., 1985, c. F-11, s. 137; 2005, c. 30, s. 37.

138. (1) Each parent Crown corporation shall cause a special examination to be carried out in respect of itself and its wholly-owned subsidiaries, if any, to determine if the systems and practices referred to in paragraph 131(1)(b) were, in the period under examination, maintained in a manner that provided reasonable assurance that they met the requirements of paragraphs 131(2)(a) and (c).

(2) A special examination shall be carried out at least once every five years and at such additional times as the Governor in Council, the appropriate Minister or the board of directors of the corporation to be examined may require.

(3) Before an examiner commences a special examination, he shall survey the systems and practices of the corporation to be examined and submit a plan for the examination, including a statement of the criteria to be applied in the examination, to the audit committee of the corporation, or if there is no audit committee, to the board of directors of the corporation.

(4) Any disagreement between the examiner and the audit committee or board of directors of a corporation with respect to a plan referred to in subsection (3) may be resolved

(a) in the case of a parent Crown corporation, by the appropriate Minister; and

(b) in the case of a wholly-owned subsidiary, by the parent Crown corporation that wholly owns the subsidiary.

(5) An examiner shall, to the extent he considers practicable, rely on any internal audit of the corporation being examined conducted pursuant to subsection 131(3).

1984, c. 31, s. 11.

139. (1) An examiner shall, on completion of the special examination, submit a report on his findings to the board of directors of the corporation examined.

(2) The report of an examiner under subsection (1) shall include

(a) a statement whether in the examiner’s opinion, with respect to the criteria established pursuant to subsection 138(3), there is reasonable assurance that there are no significant deficiencies in the systems and practices examined; and

(b) a statement of the extent to which the examiner relied on internal audits.

1984, c. 31, s. 11.

140. Where the examiner of a parent Crown corporation, or a wholly-owned subsidiary of a parent Crown corporation, is of the opinion that the report under subsection 139(1) contains information that should be brought to the attention of the appropriate Minister, the examiner shall, after consultation with the board of directors of the corporation, or with the boards of the subsidiary and corporation, as the case may be, report that information to the Minister and furnish the board or boards with a copy of the report.

R.S., 1985, c. F-11, s. 140; 2005, c. 30, s. 38.

141. Where the examiner of a parent Crown corporation, or a wholly-owned subsidiary of a parent Crown corporation, is of the opinion that the report under subsection 139(1) contains information that should be brought to the attention of Parliament, the examiner shall, after consultation with the appropriate Minister and the board of directors of the corporation, or with the boards of the subsidiary and corporation, as the case may be, prepare a report on that information for inclusion in the next annual report of the corporation and furnish the board or boards, the appropriate Minister and the Auditor General of Canada with copies of the report.

R.S., 1985, c. F-11, s. 141; 2005, c. 30, s. 38.

142. (1) Subject to subsection (2), a special examination referred to in section 138 shall be carried out by the auditor of a Crown corporation.

(2) Where, in the opinion of the Governor in Council, a person other than the auditor of a Crown corporation should carry out a special examination, the Governor in Council may, after the appropriate Minister has consulted the board of directors of the corporation, appoint an auditor who is qualified for the purpose to carry out the examination in lieu of the auditor of the corporation and may, after the appropriate Minister has consulted the board, remove that qualified auditor at any time.

(3) [Repealed, 2005, c. 30, s. 39]

(4) Subject to subsection (5), sections 135 and 137 apply in respect of an examiner as though the references therein to an auditor were references to an examiner.

(5) The Auditor General of Canada is eligible to be appointed an examiner and section 135 does not apply to the Auditor General of Canada in respect of such an appointment.

R.S., 1985, c. F-11, s. 142; 2005, c. 30, s. 39.

143. The auditor or examiner of a Crown corporation may at any time consult the Auditor General of Canada on any matter relating to his audit or special examination and shall consult the Auditor General with respect to any matter that, in the opinion of the auditor or examiner, should be brought to the attention of Parliament pursuant to paragraph 132(2)(b) or section 141.

1984, c. 31, s. 11.

144. (1) On the demand of the auditor or examiner of a Crown corporation, the present or former directors, officers, employees or agents of the corporation shall furnish such

(a) information and explanations, and

(b) access to records, documents, books, accounts and vouchers of the corporation or any of its subsidiaries

as the auditor or examiner considers necessary to enable him to prepare any report as required by this Division and that the directors, officers, employees or agents are reasonably able to furnish.

(2) On the demand of the auditor or examiner of a Crown corporation, the directors of the corporation shall

(a) obtain from the present or former directors, officers, employees or agents of any subsidiary of the corporation such information and explanations as the auditor or examiner considers necessary to enable him to prepare any report as required by this Division and that the present or former directors, officers, employees or agents are reasonably able to furnish; and

(b) furnish the auditor or examiner with the information and explanations so obtained.

(3) An auditor or examiner of a Crown corporation may reasonably rely on any report of any other auditor or examiner.

R.S., 1985, c. F-11, s. 144; 1991, c. 24, s. 50(F).

145. Nothing in this Part or the regulations shall be construed as authorizing the auditor or examiner of a Crown corporation to express any opinion on the merits of matters of policy, including the merits of

(a) the objects or purposes for which the corporation is incorporated, or the restrictions on the businesses or activities that it may carry on, as set out in its charter;

(b) the objectives of the corporation; and

(c) any business or policy decision of the corporation or of the Government of Canada.

1984, c. 31, s. 11.

146. Any oral or written statement or report made under this Part or the regulations by the auditor or a former auditor, or the examiner or a former examiner, of a Crown corporation has qualified privilege.

R.S., 1985, c. F-11, s. 146; 1991, c. 24, s. 43; 2005, c. 30, s. 40.

147. (1) The amounts paid to an auditor or examiner of a Crown corporation for preparing any report under section 132, 139, 140 or 141 shall be reported to the President of the Treasury Board.

(2) Where the Auditor General of Canada is the auditor or examiner of a Crown corporation, the costs incurred by him in preparing any report under section 132, 139, 140 or 141 shall be disclosed in the next annual report of the Auditor General and be paid out of the moneys appropriated for his office.

1984, c. 31, s. 11.

148. (1) Each parent Crown corporation that has four or more directors shall establish an audit committee composed of not less than three directors of the corporation, the majority of whom are not officers or employees of the corporation or any of its affiliates.

(2) In the case of a parent Crown corporation that has less than four directors, the board of directors of the corporation constitutes the audit committee of the corporation and shall perform the duties and functions assigned to an audit committee by any provision of this Part and the provision shall be construed accordingly.

(3) The audit committee of a parent Crown corporation shall

(a) review, and advise the board of directors with respect to, the financial statements that are to be included in the annual report of the corporation;

(b) oversee any internal audit of the corporation that is conducted pursuant to subsection 131(3);

(c) review, and advise the board of directors with respect to, the annual auditor’s report of the corporation referred to in subsection 132(1);

(d) in the case of a corporation undergoing a special examination, review, and advise the board of directors with respect to, the plan and reports referred to in sections 138 to 141; and

(e) perform such other functions as are assigned to it by the board of directors or the charter or by-laws of the corporation.

(4) The auditor and any examiner of a parent Crown corporation are entitled to receive notice of every meeting of the audit committee and, at the expense of the corporation, to attend and be heard at each meeting, and, if so requested by a member of the audit committee, the auditor or examiner shall attend any or every meeting of the committee held during his term of office.

(5) The auditor or examiner of a parent Crown corporation or a member of the audit committee may call a meeting of the committee.

(6) Where the report referred to in subsection 132(1) is to be prepared in respect of a wholly-owned subsidiary separately, subsections (1) to (5) apply, with such modifications as the circumstances require, in respect of the subsidiary as though

(a) the references in subsections (1) to (5) to a parent Crown corporation were references to the subsidiary; and

(b) the reference in paragraph (3)(a) to the annual report of the corporation were a reference to the annual report of the parent Crown corporation that wholly owns the subsidiary.

R.S., 1985, c. F-11, s. 148; 1991, c. 24, s. 50(F).

149. (1) A parent Crown corporation shall provide the Treasury Board or the appropriate Minister with such accounts, budgets, returns, statements, documents, records, books, reports or other information as the Board or appropriate Minister may require.

(2) The chief executive officer of a parent Crown corporation shall, as soon as reasonably practicable, notify the appropriate Minister, the President of the Treasury Board and any director of the corporation not already aware thereof of any financial or other developments that, in the chief executive officer’s opinion, are likely to have a material effect on the performance of the corporation, including its wholly-owned subsidiaries, if any, relative to the corporation’s objectives or on the corporation’s requirements for funding.

(3) Each parent Crown corporation shall forthwith notify the appropriate Minister and the President of the Treasury Board of the name of any corporation that becomes or ceases to be a wholly-owned subsidiary of the corporation.

1984, c. 31, s. 11.

150. (1) Each parent Crown corporation shall, as soon as possible, but in any case within three months, after the termination of each financial year submit an annual report on the operations of the corporation in that year concurrently to the appropriate Minister and the President of the Treasury Board, and the appropriate Minister shall cause a copy of the report to be laid before each House of Parliament on any of the first fifteen days on which that House is sitting after he receives it.

(2) An annual report laid before Parliament pursuant to subsection (1) stands permanently referred to such committee of Parliament as may be designated or established to review matters relating to the businesses and activities of the corporation submitting the report.

(3) The annual report of a parent Crown corporation shall include

(a) the financial statements of the corporation referred to in section 131,

(b) the annual auditor’s report referred to in subsection 132(1),

(c) a statement on the extent to which the corporation has met its objectives for the financial year,

(d) such quantitative information respecting the performance of the corporation, including its wholly-owned subsidiaries, if any, relative to the corporation’s objectives as the Treasury Board may require to be included in the annual report, and

(e) such other information as is required by this Act or any other Act of Parliament, or by the appropriate Minister, the President of the Treasury Board or the Minister of Finance, to be included in the annual report,

and shall be prepared in a form that clearly sets out information according to the major businesses or activities of the corporation and its wholly-owned subsidiaries, if any.

(4) In addition to any other requirements under this Act or any other Act of Parliament, the Treasury Board may, by regulation, prescribe the information to be included in annual reports and the form in which that information is to be prepared.

R.S., 1985, c. F-11, s. 150; 1991, c. 24, s. 49(E).

151. (1) The President of the Treasury Board shall, not later than December 31 of each year, cause a copy of an annual consolidated report on the businesses and activities of all parent Crown corporations for their financial years ending on or before the previous July 31 to be laid before each House of Parliament.

(2) An annual consolidated report laid before Parliament pursuant to subsection (1) stands permanently referred to such committee of Parliament as may be designated or established to review matters relating to Crown corporations.

(3) The annual consolidated report referred to in subsection (1) shall include

(a) a list naming, as of a specified date, all Crown corporations and all corporations of which any shares are held by, on behalf of or in trust for the Crown or any Crown corporation;

(b) employment and financial data, including aggregate borrowings of parent Crown corporations; and

(c) such other information as the President of the Treasury Board may determine.

1984, c. 31, s. 11.

152. (1) The President of the Treasury Board shall, not later than December 31 of each year, cause to be laid before each House of Parliament a copy of a report indicating the summaries and annual reports that under this Part were to be laid before that House by July 31 in that year, the time at, before or within which they were to be laid, and the time they were laid before that House.

(2) The accuracy of the information contained in the report referred to in subsection (1) shall be attested by the Auditor General of Canada in the Auditor General’s annual report to the House of Commons.

R.S., 1985, c. F-11, s. 152; 1991, c. 24, s. 44.

153. (1) Nothing in this Part or the Statutory Instruments Act shall be construed as requiring the tabling before either House of Parliament of any information the publication of which, in the opinion of the appropriate Minister, would be detrimental to the commercial interests of a parent Crown corporation or a wholly-owned subsidiary of a parent Crown corporation.

(2) Where information in a directive is not tabled pursuant to subsection (1), the appropriate Minister shall cause that information to be laid before each House of Parliament on any of the first fifteen days on which that House is sitting after he is notified that the directive has been implemented.

(3) Before forming an opinion whether the publication of any information would be detrimental as described in subsection (1), the appropriate Minister shall consult the board of directors of the parent Crown corporation concerned or whose wholly-owned subsidiary is concerned, as the case may be.

(4) Subsection (1) does not apply in respect of the annual auditor’s report referred to in subsection 132(1) or the report of an examiner referred to in section 141.

1984, c. 31, s. 11.

154. Where a director, chairperson or chief executive officer of a Crown corporation has wilfully contravened this Part or the regulations, or has wilfully caused the corporation to contravene this Part or the regulations, the Governor in Council may suspend him, with or without remuneration, for such period as the Governor in Council deems appropriate.

R.S., 1985, c. F-11, s. 154; 2005, c. 30, s. 133(E).

154.1 (1) In exercising its powers and performing its duties, a Crown corporation shall give effect to those provisions of the Agreement that pertain to that corporation.

(2) The Governor in Council may, on the recommendation of the Treasury Board and the appropriate Minister made at the request of a Crown corporation, make such regulations in relation to that corporation as the Governor in Council considers necessary for the purpose of implementing any provision of the Agreement that pertains to that corporation.

(3) In subsections (1) and (2), “Agreement” has the same meaning as in subsection 2(1) of the North American Free Trade Agreement Implementation Act.

1993, c. 44, s. 157.