4 Nominating
committee
4.1 Notice of expiry of first or 2nd term
4.2 Provision of names to Board
5 Remuneration
and expenses
6 Audit committee
7 Conduct review
committee
8 Winding-up
9 Appointment of actuary
10 Financial statements
11 Audit function
Part 2
Alberta Blue Cross Plan
12 Alberta Blue Cross Plan
Part 3
Payment in Lieu of Taxes
13 Interpretation
14 Payment to the Crown in right of Alberta
15 Taxable amount defined
16 Payment to the Crown in right of Alberta
17 Refund from the Crown in right of Alberta
18 Duty to file annual return
19 Duty to keep records
20 Penalties and interest
21 Application of tax Acts
22 Application of section 149(10) of the
Income Tax Act (Canada)
23 Use and disclosure of information
Part 4
Expiry
24 Expiry
Definitions
1 In this Regulation,
(a) “Board”
means the board of the Corporation;
(b) “Corporation”
means the ABC Benefits Corporation;
(c) “nominating
committee” means the nominating committee established under section 4.
Part 1
General Provisions
Composition and appointment
of Board
2(1) The
Board shall consist of not fewer than 5 and not more than 9 members.
(2) The
members of the Board shall be appointed by the members of the Board then in
office from a list of persons nominated by the nominating committee.
(3) In
making appointments to the Board, the Board
(a) shall
make its best efforts to ensure that the membership of the Board represents a
broad and diverse cross‑section of Albertans, and
(b) shall
ensure that the membership of the Board meets the requirements of the Canadian
Association of Blue Cross Plans respecting public directors.
(4) A
member of the Board shall be appointed for a term of not more than 3 years.
(5) A
member of the Board is eligible for reappointment, but no person shall serve
more than 3 consecutive terms on the Board.
(6) Membership
on the Board of Trustees of the Alberta Blue Cross Plan shall be counted in
determining the number of terms served for the purposes of subsection (5).
(7) Despite
the expiry of the term of office of a member of the Board, the member remains
in office until
(a) the
member is reappointed or a successor is appointed, or
(b) a
period of 4 months passes after the expiry of the term of office,
whichever happens
first.
(8) Subject
to subsection (1), a vacancy in the membership of the Board does not invalidate
the constitution of the Board or impair the right of members of the Board to
act.
Eligibility
3(1) The following persons are not eligible to
become or remain members of the Board:
(a) a
person who has, within the preceding 5 years, been convicted of an indictable
offence;
(b) a
person who is an officer or employee of the Corporation;
(c) a
person who has the status of bankrupt;
(d) a
person who
(i) is a dependent adult as defined in the Dependent Adults Act
or is the subject of a certificate of incapacity under that Act,
(ii) is a formal patient as defined in the Mental Health Act,
or
(iii) has been found to be a person of unsound mind by a court
elsewhere than in Alberta.
(2) A
member of the Board ceases to hold office when
(a) the
member dies or resigns,
(b) the
member becomes ineligible under subsection (1), or
(c) the
member’s appointment expires, subject to section 2(7).
(3) A
resignation of a member of the Board becomes effective at the time a written
resignation is sent to the Board or at the time specified in the resignation,
whichever is later.
Nominating committee
4(1) There is hereby established a nominating
committee consisting of the following persons:
(a) the
current Chair of the Board, or if there is no Chair then in office, the current
Vice‑chair;
(b) one
person appointed by the Provincial Health Authorities of Alberta;
(c) one
person who is a member of the Institute of Chartered Accountants of Alberta and
is appointed by the Council of the Institute;
(d) one
person appointed by the Alberta Association of Municipal Districts and
Counties.
(2) The
Chair of the Board shall give the nominating committee reasonable advance
notice of the expiry of the term of a member, and the nominating committee
shall provide a list of at least 2 nominees to the Board within a reasonable
time before the expiry of the term.
(3) When
a vacancy occurs unexpectedly, the Chair of the Board shall notify the
nominating committee, and the nominating committee shall, within 60 days of
being so notified, provide a list of at least 2 nominees to the Board.
(4) In
making nominations, the nominating committee
(a) shall
make its best efforts to ensure that the persons nominated are such that the
membership of the Board will represent a broad and diverse cross‑section
of Albertans, and
(b) shall
ensure that the persons nominated meet the requirements of the Canadian
Association of Blue Cross Plans respecting public directors.
(4.1) The
nominating committee may establish terms of reference and, subject to the
Board’s approval, nominating policies relating to its process and procedures
for nominating persons pursuant to this Regulation.
(5) Despite section 2(2), if the nominating
committee fails to provide nominees as required by this section, the Board may
appoint a person it chooses.
AR 272/96 s4;232/2001
Notice of expiry of
first or 2nd term
4.1(1) A notice to the nominating committee under
section 4(2) relating to the expiry of a Board member’s first or 2nd term must
be accompanied by a review and assessment of the member where the member is
willing to be reappointed for a further term.
(2) If, in the opinion of the nominating committee,
there is no reason not to nominate the member referred to in subsection (1),
the nominating committee may nominate the member and need not nominate any
other person, despite section 4(2) and (3).
AR 232/2001 s3
Provision of names to
Board
4.2 The nominating committee must provide the
names of nominees to the Board in accordance with
(a) this
Regulation, and
(b) the terms of reference and nominating
policies of the nominating committee.
AR 232/2001 s3
Remuneration and
expenses
5 Members of the Board are entitled to be
paid remuneration and reasonable expenses for carrying out their duties as
members in the amounts set by the Board in the by‑laws.
Audit committee
6(1) The
audit committee to be established by the Board must consist of at least 3
persons, and all members of the audit committee must be members of the Board.
(2) The audit committee must
(a) review
the annual financial statements of the Corporation before they are approved by
the Board,
(b) ensure
that appropriate internal control procedures are in place,
(c) meet
with the chief internal auditor of the Corporation, or the officer or employee
of the Corporation acting in a similar capacity, and with management of the
Corporation, to discuss the effectiveness of the internal control procedures
established for the Corporation,
(d) review
the investments and transactions that could adversely affect the well‑being
of the Corporation that the auditor or any officer of the Corporation brings to
the attention of the committee,
(e) meet
with the auditor of the Corporation to discuss the annual financial statements,
and
(f) meet
with the actuary of the Corporation to discuss the valuation of the policy
liabilities prepared by the actuary under section 9(3).
(3) The audit committee must report on
the annual financial statements to the Board before the Board approves the
statements.
(4) The
audit committee may call a meeting of the Board to consider any matter of
concern to the committee.
AR 5/2006 s3
Conduct review
committee
7(1) In
this section, a person is a related party with respect to the Corporation if
the person
(a) is
a member of the Board or a senior officer of the Corporation appointed in
accordance with the bylaws,
(b) is
a spouse, adult interdependent partner or child under the age of 18 years of a
person referred to in clause (a), or
(c) is
a corporation or an unincorporated body that is controlled by a person referred
to in clause (a) or (b).
(2) For the purposes of this section,
(a) a
corporation is controlled by a person if
(i) securities of the corporation to which are attached more than 50%
of the votes that may be cast to elect directors of the corporation are held,
other than by way of security only, by or for the benefit of that person, and
(ii) the votes attached to those securities are sufficient, if
exercised, to elect a majority of the directors of the corporation,
and
(b) an
unincorporated body is controlled by a person if the person holds or
beneficially owns more than 50% of the beneficial interest, however designated,
into which the body is divided and the person is able to direct the affairs of
the entity.
(3) Despite subsection (2), a person
controls a corporation or an unincorporated body if the person has, in relation
to the corporation or unincorporated body, any direct or indirect influence
that, if exercised, would result in control in fact of the corporation or
unincorporated body.
(4) The conduct review committee to be
established by the Board must consist of at least 3 persons, and all members of
the conduct review committee must be members of the Board.
(5) Officers and employees of the
Corporation are not eligible to be members of the conduct review committee.
(6) The conduct review committee must
(a) establish
procedures for the review of transactions with related parties of the
Corporation,
(b) review
all proposed transactions with related parties of the Corporation, and
(c) review
the practices of the Corporation to ensure that any transactions with related
parties of the Corporation that may have a material effect on the stability or
solvency of the Corporation are identified.
(7) After each meeting of the conduct
review committee, the committee must report to the Board on all transactions
and other matters reviewed by the committee.
(8) In
this section, “unincorporated body” means a trust, partnership, fund or other
unincorporated association or organization.
AR 5/2006 s3
Winding‑up
8 If the Corporation is wound up, the
property of the Corporation must be used
(a) firstly,
to pay all costs incurred in the winding‑up of the Corporation, and
(b) secondly,
to discharge all liabilities of the Corporation,
and the balance, if any, must be disposed of by order of
the Lieutenant Governor in Council.
AR 272/96 s6;5/2006
Appointment of
actuary
9(1) An
individual is not eligible to be appointed or remain an actuary under section
4.2(b) of the Act unless that person is
(a) ordinarily
resident in Canada, and
(b) a
Fellow in good standing of the Canadian Institute of Actuaries.
(2) Where the actuary appointed by the
Corporation under section 4.2(b) of the Act is not an individual, the actuary
must appoint an individual who is responsible for acting on behalf of the
actuary and has and maintains the qualifications set out in subsection (1).
(3) The actuary shall value the policy
liabilities with respect to the Alberta Blue Cross Plan in accordance with
generally accepted actuarial standards.
AR 5/2006 s3
Financial statements
10 In addition to the requirement of section
9.1(2) of the Act, Alberta Government funded programs, as defined in section
13(1)(b), must be reported as segregated information in the notes to the
Corporation’s financial statements.
AR 5/2006 s3
Audit function
11 The Corporation and its auditor must
certify
(a) that
the expenses and income in respect of the operations of the Corporation were
allocated in accordance with the policy established by the Corporation under
section 9.1(3) of the Act, and
(b) that
the allocation of expenses and income was fair and reasonable.
AR 5/2006 s3
Part 2
Alberta Blue Cross Plan
Alberta Blue Cross Plan
12(1) In
this section,
(a) “group
plan” means a single contract between the Corporation and an employer or an
association in which the well‑being of a number of persons is covered and
a subscription rate is charged;
(b) “individual
health plan” means a contract between the Corporation and an individual or an
individual and the individual’s dependants in which the well‑being of the
individual or the individual and the individual’s dependants is covered and a
subscription rate is charged;
(c) “subscription
rate” means the amount the Corporation charges in respect of a group plan or an
individual health plan and which amount is not subject to adjustment by the
Corporation except as authorized by the terms of the group plan or the
individual health plan.
(2) The Alberta Blue Cross Plan
constitutes all of the present and future programs and services of the
Corporation relating to
(a) administering,
marketing and distributing health benefit plans and services and related or
associated benefit plans and services that are underwritten or sponsored by
third parties, including governments,
(b) providing,
marketing and distributing insurance benefits, including life, disability and
critical illness insurance that are underwritten by an insurance company
licensed in Alberta, and
(c) underwriting,
administering, marketing and distributing the following health benefit plans
and services and related or associated benefit plans and services:
(i) group plans that provide for any or all of the following:
(A) prescription drug benefits;
(B) health benefits and services;
(C) dental benefits;
(D) vision benefits;
(E) out of province emergency travel coverage,
where adequate reinsurance arrangements exist with an insurer authorized to
carry on insurance business in Canada;
(F) health spending accounts;
(G) employee assistance benefits;
(H) expatriate benefits;
(ii) individual health plans that provide for any or all of the
following:
(A) prescription drug benefits;
(B) health benefits and services;
(C) dental benefits;
(D) vision benefits;
(E) out of province emergency travel coverage,
where adequate reinsurance arrangements exist with an insurer authorized to
carry on insurance business in Canada;
(F) health spending accounts.
AR 5/2006 s3
Part 3
Payment in Lieu of Taxes
Interpretation
13(1) In
this Part,
(a) “Act”
means the ABC Benefits Corporation Act;
(b) “Alberta
Government funded programs” means programs for which funding is directly
received from the Government of Alberta, but does not include the employer
group plan for the employees of the Alberta Government;
(c) “cumulative
account balance at the end of the immediately preceding year” means the amount
determined by the formula
A ‑ B
where
A is the aggregate of the taxable incomes from the operation of
Alberta Government funded programs in any of the 10 taxation years immediately
preceding the year in respect of which the calculation is made, and
B is the aggregate of the absolute values of the non‑capital
losses from the operation of Alberta Government funded programs in any of the
10 taxation years immediately preceding the year in respect of which the
calculation is made
except that A and B are
deemed to be nil for taxation years ending prior to 2005;
(d) “Minister”
means the Minister of Finance;
(e) “tax
Acts” means
(i) the Income Tax Act (Canada) and the regulations made under
that Act, and
(ii) the Alberta Corporate Tax Act and the regulations made
under that Act.
(2) Words and phrases used in this Part
and not defined in the Act or this Part have the meaning given to them in the
tax Acts.
(3) For the purposes of this Part, the
reference to “this Act” in section 245(1) and (4) of the Income Tax Act
(Canada) must be read as if it were a reference to the ABC Benefits
Corporation Act.
AR 5/2006 s3
Payment to the Crown
in right of Alberta
14(1) Each
taxation year the Corporation shall make a payment to the Crown in right of
Alberta calculated under subsection (2), unless the Corporation is entitled to
a refund under section 17.
(2) The payment amount is equal to that
proportion of the taxable amount that the Corporation would be required to pay
as tax for that year pursuant to
(a) Parts
I and I.3 of the Income Tax Act (Canada), and
(b) the
Alberta Corporate Tax Act,
if the Corporation
were not exempt from taxation under section 149 of the Income Tax Act
(Canada) and section 35 of the Alberta Corporate Tax Act.
AR 5/2006 s3
Taxable amount
defined
15(1) The
taxable amount or loss for a taxation year is the amount calculated by the
formula
A ‑ B + C ‑ D + E
where
A is
the amount that would be taxable for the year under the tax Acts;
B is
the amount, if any, of taxable income for the year from the operation of
Alberta Government funded programs during the year;
C is
the absolute value of amount, if any, of the non‑capital loss for the
year from the operation of Alberta Government funded programs during the year;
D is,
where a non‑capital loss amount is included in this calculation pursuant
to C,
(i) the value of C if the cumulative account balance at the end of
the immediately preceding year is zero or negative;
(ii) zero, if the cumulative account balance at the end of the
immediately preceding year is positive and equal to or greater than the value
of C;
(iii) the difference between the value of C and the cumulative account
balance at the end of the immediately preceding year if the cumulative account
balance at the end of the immediately preceding year is positive and less than
the value of C;
E is,
where an amount is included in this calculation pursuant to B and the
cumulative account balance at the end of the immediately preceding year is
negative,
(i) the lesser of
(A) the value of B, and
(B) the absolute value of the cumulative account
balance at the end of the immediately preceding year,
or
(ii) the value of B where the value of B and the cumulative account
balance at the end of the immediately preceding year are equal.
(2) The taxable income or non‑capital
loss in respect of the operation of the Alberta Government funded programs during
the taxation year referred to in subsection (1) shall not include any
investment income or losses or any capital gains or losses.
(3) The Corporation must, in a fair and
reasonable manner, allocate its revenues and costs for the taxation year and
its assets, liabilities and equity at the end of the year, between the
operation of the Alberta Government funded programs and its other operations.
AR 5/2006 s3
Payment to the Crown
in right of Alberta
16(1) Where
the Corporation is required to make a payment to the Crown in right of Alberta
in respect of a taxation year, it must make monthly instalments in respect of
the payment in accordance with the tax Acts, except that instalments are
required for the first taxation year to which this Part applies.
(2) Not later than the last day of the
2nd month following the end of a taxation year, the Corporation must
(a) calculate
the actual amount that it must pay to the Crown in right of Alberta for the
year, and
(b) if
the actual amount required to be paid to the Crown in right of Alberta is
greater than the total of the instalments paid by the Corporation in the year,
pay the difference to the Crown in right of Alberta.
AR 5/2006 s3
Refund from the Crown
in right of Alberta
17(1) The
Corporation is entitled to receive a refund from the Crown in right of Alberta
(a) where
the total of the instalments paid by the Corporation in a taxation year is
greater than the actual payment calculated under section 16(2) for that year,
(b) where
the Corporation elects, in accordance with the tax Acts, to carry back to a
previous taxation year a loss reported on a return filed under section 18, or
(c) where,
after the Corporation has paid an amount required under this Part for a
taxation year, it is assessed a tax pursuant to
(i) Parts I and I.3 of the Income Tax Act (Canada), or
(ii) the Alberta Corporate Tax Act.
(2) The amount of a refund under
subsection (1) is the difference between
(a) the
amount actually paid by the Corporation under this Part for the year, and
(b) the
amount required to be paid by the Corporation under this Part for the year.
(3) If the Corporation is entitled to
receive a refund under this section, it is entitled to interest in the amount
that would be payable and on the terms that would apply if a refund were
payable to the Corporation under the Alberta Corporate Tax Act.
AR 5/2006 s3
Duty to file annual
return
18 Not later than the last day of the 6th
month following the end of each taxation year, the Corporation must file with
the Minister a return or returns that it would be required to file if it were
not exempt from taxation under section 149 of the Income Tax Act
(Canada) and section 35 of the Alberta Corporate Tax Act.
AR 5/2006 s3
Duty to keep records
19 The Corporation must keep all records in
support of the calculation of payments or refunds under this Part in respect of
a particular year for at least 6 years after the end of that year.
AR 5/2006 s3
Penalties and
interest
20(1) If
the Corporation fails to comply with an obligation
(a) under
the tax Acts that would have applied to it if it were not exempt from taxation
under those Acts, or
(b) under
this Part,
it is subject to the
penalty or interest, or both, that is payable under the tax Acts for that type
of failure.
(2) Any penalty or interest payable
pursuant to this section must be paid to the Minister within the same time or
times by which the penalties and interest are payable under the tax Acts.
AR 5/2006 s3
Application of tax
Acts
21(1) The
Minister
(a) may
take any action with respect to returns and payments required under this Part
that the Canada Revenue Agency or the Minister is authorized to take with
respect to returns and payments of tax under the tax Acts, and
(b) is
subject to the obligations of the Canada Revenue Agency and the Minister under
the tax Acts with respect to the administration of this Part.
(2) Except as modified by this Part, the
Corporation
(a) is
entitled to the benefit of the rights, processes, procedures and remedies
available to taxpayers under the tax Acts, and
(b) is
subject to the obligations of taxpayers under the tax Acts.
(3) A decision of the Minister that
under the tax Acts would be subject to appeal to a court may be appealed to the
Court of Queen’s Bench of Alberta.
AR 5/2006 s3
Application of
section 149(10) of the
Income Tax Act (Canada)
22 Subsection 149(10) of the Income Tax
Act (Canada) applies when this Part comes into force.
AR 5/2006 s3
Use and disclosure of
information
23 Section 77 of the Alberta Corporate
Tax Act applies to information in the custody or under the control of the
Minister.
AR 5/2006 s3
Part 4
Expiry
Expiry
24 For the purpose of ensuring that this
Regulation is reviewed for ongoing relevancy and necessity, with the option
that it may be repassed in its present or an amended form following a review,
this Regulation expires on June 1, 2015.
AR 272/96
s8;232/2001;5/2006
