|
|
1st Session, 36th Parliament,
46 Elizabeth II, 1997
|
|
|
|
The House of Commons of Canada
|
|
|
|
BILL C-4
|
|
|
|
An Act to amend the Canadian Wheat Board
Act and to make consequential
amendments to other Acts
|
|
|
|
Her Majesty, by and with the advice and
consent of the Senate and House of Commons
of Canada, enacts as follows:
|
|
| R.S., c. C-24;
R.S., cc. 37,
38 (4th
Supp.); 1988,
c. 65; 1991,
cc. 33, 46, 47;
1993, c. 44;
1994, cc. 39,
47; 1995, c.
31
|
canadian wheat board act
|
|
|
|
1. (1) The definition ``Board'' in subsec
tion 2(1) of the English version of the
Canadian Wheat Board Act is repealed.
|
|
|
|
(2) The definition ``ordonnance'' in sub
section 2(1) of the French version of the Act
is repealed.
|
|
|
|
(3) The definition ``designated area'' in
subsection 2(1) of the Act is replaced by the
following:
|
|
``designated
area''
« région
désignée »
|
``designated area'' means that area comprised
by the Provinces of Manitoba, Saskatche
wan and Alberta, and that part of the Prov
ince of British Columbia known as the
Peace River District, and any other areas
that the Board may designate under subsec
tion (3);
|
|
|
|
(4) The definition ``Commission'' in sub
section 2(1) of the French version of the Act
is replaced by the following:
|
|
« Commission
»
``Corpora-
tion''
|
« Commission » La Commission canadienne
du blé prorogée par l'article 3.
|
|
|
|
(5) Subsection 2(1) of the Act is amended
by adding the following in alphabetical
order:
|
|
``board''
« conseil »
|
``board'' means the board of directors of the
Corporation referred to in section 3.01;
|
|
|
|
(6) Subsection 2(1) of the English version
of the Act is amended by adding the
following in alphabetical order:
|
|
``Corpora-
tion''
« Commission
»
|
``Corporation'' means The Canadian Wheat
Board continued by section 3;
|
|
|
|
(7) Subsection 2(1) of the French version
of the Act is amended by adding the
following in alphabetical order:
|
|
« arrêté »
``order''
|
« arrêté » Tout arrêté pris par la Commission
sous le régime de la présente loi; y sont assi
milées les « instructions aux com
merçants » qu'elle publie.
|
|
|
|
(8) Subsection 2(3) of the Act is replaced
by the following:
|
|
| Designating
parts included
in designated
area
|
(3) The Corporation may, by order, desig
nate parts of the Province of British Columbia,
other than the Peace River District, and parts
of the Province of Ontario lying in the Western
Division that are included in the designated
area, for the purposes of this Act.
|
|
|
|
2. The Act is amended by adding the
following after section 2:
|
|
|
|
|
|
| Binding on
Her Majesty
|
2.1 This Act is binding on Her Majesty in
right of Canada or a province.
|
|
|
|
3. Section 3 of the Act and the heading
``Constitution of the Board'' before it are
replaced by the following:
|
|
|
|
|
|
| Corporation
continued
|
3. (1) The Canadian Wheat Board is hereby
continued .
|
|
| Headquarters
|
(2) The headquarters of the Corporation are
in the city of Winnipeg in the Province of
Manitoba.
|
|
|
|
|
|
| Board of
directors
|
3.01 (1) The board of directors shall direct
and manage the business and affairs of the
Corporation and is for those purposes vested
with all the powers of the Corporation.
|
|
| Composition
of the board
|
(2) The board consists of fifteen directors,
including a chairperson and a president.
|
|
| Directors
|
3.02 (1) Four directors are appointed by the
Governor in Council on the recommendation
of the Minister. Ten directors are elected in
accordance with sections 3.06 to 3.08 and the
regulations. The president is appointed by the
Governor in Council on the recommendation
of the Minister after consultation with the
other directors.
|
|
| Term
|
(2) The directors, with the exception of the
president, hold office for a maximum term of
three years, up to a maximum of three terms.
|
|
| Part-time
directors
|
(3) Unless the Governor in Council directs
otherwise, the directors, with the exception of
the president, shall perform their functions on
a part-time basis.
|
|
| Powers, duties
and functions
of directors
|
(4) For greater certainty, the appointed
directors and the elected directors have the
same powers, duties and functions.
|
|
Remunera-
tion
|
3.03 (1) The directors are paid the remuner
ation that is fixed by resolution of the board.
|
|
| Travel and
living
expenses
|
(2) The directors, with the exception of the
president, are entitled to be paid reasonable
travel and living expenses incurred by them in
the course of their duties under this Act while
absent from their ordinary place of residence.
|
|
| Chairperson
|
3.04 (1) The board designates one director
to be the chairperson and may fix the remuner
ation of the chairperson.
|
|
| Duties
|
(2) The chairperson performs the duties
conferred on the chairperson by the by-laws,
calls and presides at meetings of the board and
determines the agenda at those meetings.
|
|
| Absence or
incapacity
|
(3) If the chairperson is absent or unable to
act, the board may designate one of the
directors to act as chairperson.
|
|
| By-laws
|
3.05 The board may make by-laws respect
ing the administration and management of the
business and affairs of the Corporation, in
cluding
|
|
|
|
(a) the convening, frequency and conduct
of meetings of the board, the participation
of directors in those meetings by telephone
or other communication facilities, the quo
rum at the meetings and the confidentiality
of the board's deliberations;
|
|
|
|
(b) the holding of annual meetings and any
other method by which the board may
demonstrate its accountability to produc
ers;
|
|
|
|
(c) the conditions under which elected
directors may be removed from office;
|
|
|
|
(d) the periodic review of the performance
of the president by the board;
|
|
|
|
(e) the manner in which the board may
recommend to the Minister the removal of
the president;
|
|
|
|
(f) the establishment of committees of the
board and the powers, duties and functions
of the committees; and
|
|
|
|
(g) the exercise of the powers set out in
subsection 6(1).
|
|
|
|
|
|
| Regulations
|
3.06 (1) The Governor in Council may, on
the recommendation of the Minister, make
regulations respecting the election of direc
tors.
|
|
| Limitation
|
(2) After the date referred to in section 3.08,
the Minister shall not make the recommenda
tion referred to in subsection (1) unless he or
she has consulted with the board, including
consulting with respect to geographical repre
sentation on the board and the staggering of
the terms of office of directors.
|
|
Administra-
tion of
election
|
3.07 Subject to the regulations, the Corpo
ration shall take any measures that the Minis
ter may determine for the proper conduct and
supervision of an election of directors, includ
ing
|
|
|
|
(a) employing the persons necessary to
conduct or manage the election and the
payment of any fees, costs, allowances and
expenses of any person so employed, that
the Minister may determine; and
|
|
|
|
(b) paying the costs of the election incurred
by or on behalf of the Corporation, includ
ing the costs incurred in the preparation,
printing and distribution of material provid
ing information on candidates.
|
|
| Publication
|
3.08 The Minister shall determine the date
on which the first directors elected shall
assume office, which date shall not be later
than December 31, 1998. At least thirty days
before that date, the Minister shall publish a
notice of that date in the Canada Gazette.
|
|
|
|
|
|
| Term of office
|
3.09 The president holds office during
pleasure for the term that the Governor in
Council may determine.
|
|
Remunera-
tion
|
3.1 (1) The president is paid the remunera
tion fixed by resolution of the board.
|
|
| Travel and
living
expenses
|
(2) The president is entitled to be paid
reasonable travel and living expenses incurred
during the course of the president's duties
under this Act while absent from the presi
dent's ordinary place of work.
|
|
| Duties
|
3.11 (1) The president is the chief executive
officer of the Corporation and has, on behalf
of the board, responsibility for the direction
and management of the business and day-to-
day operations of the Corporation with author
ity to act, subject to resolution of the board, in
all matters that are not by this Act or the
by-laws specifically reserved to be done by
the board or the chairperson.
|
|
| Absence or
incapacity
|
(2) If the president is absent or unable to act
or the office of president is vacant, the
Minister may appoint an interim president. An
interim president shall not act for more than
ninety days without the approval of the
Governor in Council.
|
|
|
|
|
|
| Duty of care
|
3.12 (1) The directors and officers of the
Corporation in exercising their powers and
performing their duties shall
|
|
|
|
(a) act honestly and in good faith with a
view to the best interests of the Corporation;
and
|
|
|
|
(b) exercise the care, diligence and skill that
a reasonably prudent person would exercise
in comparable circumstances.
|
|
| Duty to
comply
|
(2) The directors and officers of the Corpo
ration shall comply with this Act, the regula
tions, the by-laws of the Corporation and any
directions given to the Corporation under this
Act.
|
|
| Limit of
liability
|
(3) Directors and officers are not liable
under subsection (1) or (2) if they rely in good
faith on
|
|
|
|
(a) financial statements of the Corporation
represented to them by an officer of the
Corporation or in a written report of the
auditor of the Corporation as fairly reflect
ing the financial condition of the Corpora
tion; or
|
|
|
|
(b) a report of a lawyer, notary, accountant,
engineer, appraiser or other person whose
position or profession lends credibility to a
statement made by that person.
|
|
| Indemnity
|
3.13 The Corporation shall indemnify a
present or former director or officer of the
Corporation or a person who acts or acted at
the request of the Corporation, and their heirs
and legal representatives, against all costs,
charges and expenses, including an amount
paid to settle an action or satisfy a judgment,
that are reasonably incurred by them in respect
of any civil, criminal or administrative action
or proceeding to which they are a party by
reason of being or having been such a director,
officer or person if they
|
|
|
|
(a) acted honestly and in good faith with a
view to the best interests of the Corporation;
and
|
|
|
|
(b) in the case of a criminal or administra
tive action or proceeding that is enforced by
a monetary penalty, believed on reasonable
grounds that their conduct was lawful.
|
|
|
|
|
|
|
|
4. Subsections 4(2) and (3) of the Act are
replaced by the following:
|
|
| Status
|
(2) The Corporation is not an agent of Her
Majesty and is not a Crown corporation within
the meaning of the Financial Administration
Act .
|
|
| Legal
proceedings
|
(3) Actions taken by or against the Corpora
tion in respect of rights and obligations
acquired or incurred by the Corporation on
behalf of Her Majesty before the date referred
to in section 3.08, for all purposes, are deemed
to have been taken by or against Her Majesty,
as the case may be.
|
|
|
|
5. The heading before section 5 of the Act
is repealed.
|
|
|
|
6. (1) Section 6 of the Act is renumbered
as subsection 6(1).
|
|
| R.S., c. 38
(4th Supp.),
s. 2
|
(2) Paragraphs 6(1)(c) and (c.1) of the Act
are replaced by the following:
|
|
|
|
(c) subject to the approval of the Minister of
Finance, to enter into commercial banking
arrangements;
|
|
|
|
(c.01) subject to section 19 , to borrow
money by any means, including the issuing,
reissuing, selling and pledging of bonds,
debentures, notes and other evidences of
indebtedness of the Corporation ;
|
|
|
|
(c.1) subject to the approval of the Minister
of Finance, to invest moneys of the Corpo
ration in bonds, debentures, notes or other
evidences of indebtedness of or guaranteed
by
|
|
|
|
(i) the Government of Canada or of any
province of Canada,
|
|
|
|
(ii) the government of a foreign country
or of any province or state of that
country , or
|
|
|
|
(iii) a financial institution whether in or
outside Canada;
|
|
|
|
(c.2) in the course of its operations, to enter
into and deal with any contracts and
transactions that the Corporation considers
necessary for risk management purposes,
including options, futures contracts, for
ward contracts and currency, commodity
and interest rate swaps;
|
|
|
|
(c.3) to establish a contingency fund con
sisting of the amounts specified by the
regulations, that may be used
|
|
|
|
(i) to guarantee adjustments to initial
payments provided for in subparagraph
32(1)(b)(ii), or
|
|
|
|
(ii) to provide for potential losses from
operations under section 33.01 or 39.1;
|
|
|
|
(c.4) to issue negotiable certificates in
accordance with this Act;
|
|
|
|
(3) Section 6 of the Act is amended by
adding the following after subsection (1):
|
|
| Regulations
|
(2) The Governor in Council may make
regulations authorizing the Corporation to
deduct an amount from any amount it receives
in the course of its operations under this Act
and to credit the amount so deducted to the
contingency fund established under paragraph
(1)(c.3).
|
|
| Sufficiency of
contingency
fund
|
(3) The Minister shall publish in the Cana
da Gazette a notice of the date on which, in the
Minister's opinion, the amount in the contin
gency fund established under paragraph
(1)(c.3) is sufficient to guarantee adjustments
to initial payments provided for in subpara
graph 32(1)(b)(ii).
|
|
| Contingency
fund balance
|
(4) For greater certainty, the balance at any
particular time of the contingency fund estab
lished under paragraph (1)(c.3) need not be
positive.
|
|