Canada Pension Plan Investment Board Act

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Sections386

• 1Short title

  This Act may be cited as the Canada Pension Plan Investment Board Act.

• 2Definitions

  The definitions in this section apply in this Act.

• 2[p2]

  appropriate provincial Minister, in respect of a province, means the province’s minister of the Crown who has primary responsibility for that province’s finances. (ministre provincial compétent)

• 2[p3]

  Board means the Canada Pension Plan Investment Board established by section 3. (Office)

• 2[p4]

  by-law means a by-law of the Board. (Version anglaise seulement)

• 2[p5]

  court means

• 2[p5](a)

  in the Province of Ontario, the Ontario Court (General Division);

• 2[p5](b)

  in the Province of Quebec, the Superior Court of the Province;

• 2[p5](c)

  in the Provinces of Nova Scotia and British Columbia, the Supreme Court of the Province;

• 2[p5](d)

  in the Provinces of New Brunswick, Manitoba, Saskatchewan and Alberta, the Court of Queen’s Bench for the Province;

• 2[p5](e)

  in the Provinces of Prince Edward Island and Newfoundland, the trial division of the Supreme Court of the Province; and

• 2[p5](f)

  the Supreme Court of Yukon, the Supreme Court of the Northwest Territories and the Nunavut Court of Justice. (tribunal)

• 2[p12]

  designated security means

• 2[p12](a)

  an obligation

• 2[p12](a)(i)

  that, before April 1, 1998, was held to the credit of the Canada Pension Plan Investment Fund, as established under subsection 109(1) of the Canada Pension Plan,

• 2[p12](a)(ii)

  that, as applied to Canada, is an obligation of the Government of Canada and, as applied to a province, is an obligation of the government of the province or an obligation of any agent of Her Majesty in right of the province that is guaranteed as to principal and interest by that government, and

• 2[p12](a)(iii)

  that complies with the conditions that were set out in section 111 of the Canada Pension Plan as that section read immediately before April 1, 1998; or

• 2[p12](b)

  an obligation that

• 2[p12](b)(i)

  on or after April 1, 1998, was purchased by the Minister of Finance under section 110 of the Canada Pension Plan or is purchased by the Board under section 6.1, and

• 2[p12](b)(ii)

  is an obligation of the government of a province or an obligation of any agent of Her Majesty in right of a province that is guaranteed as to principal and interest by that government. (titre désigné)

• 2[p20]

  entity means a body corporate, a trust, a partnership, a fund, an unincorporated association or organization, Her Majesty in right of Canada or of a province or an agency of Her Majesty in right of Canada or of a province and the government of a foreign country or any political subdivision or agency of the government of a foreign country. (entité)

• 2[p21]

  Minister means the Minister of Finance. (ministre)

• 2[p22]

  participating province means a province other than

• 2[p22](a)

  a territory; and

• 2[p22](b)

  a province providing a comprehensive pension plan as defined in subsection 3(1) of the Canada Pension Plan. (province participante)

• 2[p25]

  subsidiary means a corporation that is wholly owned by the Board directly or indirectly through any number of subsidiaries each of which is wholly owned directly or indirectly by the Board. (filiale)

• 3Board established
• 3(1)

  There is established a corporation to be known as the Canada Pension Plan Investment Board.

• 3(2)Not agent of Her Majesty

  The Board is not an agent of Her Majesty.

• 3(3)Not part of federal public administration

  Directors, officers, employees and agents of the Board are not part of the federal public administration.

• 3(4)Act not applicable to Board

  The Canada Not-for-profit Corporations Act does not apply to the Board.

• 4Capital
• 4(1)

  The capital of the Board is $100. The Minister shall pay the capital of the Board out of the Consolidated Revenue Fund.

• 4(2)Shares

  The capital is divided into 10 shares having a par value of $10 each. The shares shall be issued to the Minister to be held on behalf of Her Majesty in right of Canada.

• 4(3)Registration

  The shares issued to the Minister shall be registered by the Board in the name of the Minister.

• 5Objects

  The objects of the Board are

• 5(a)

  to assist the Canada Pension Plan in meeting its obligations to contributors and beneficiaries under the Canada Pension Plan;

• 5(b)

  to manage any amounts transferred to it under sections 108.1 and 108.3 of the Canada Pension Plan, and its right, title or interest in any designated securities, in the best interests of the contributors and beneficiaries under that Act; and

• 5(c)

  to invest its assets with a view to achieving a maximum rate of return, without undue risk of loss, having regard to the factors that may affect the funding of the Canada Pension Plan and the ability of the Canada Pension Plan to meet its financial obligations on any given business day.

• 6Powers of Board
• 6(1)

  The Board has the capacity and, subject to this Act, the rights, powers and privileges of a natural person.

• 6(2)No inconsistent business or activity

  The Board and its subsidiaries shall not, directly or indirectly, carry on any business or activity or exercise any power that is inconsistent with the Board’s objects, or that the Board is restricted by this Act from carrying on or exercising, and shall not, directly or indirectly, exercise any of its powers in a manner contrary to this Act.

• 6(3)No invalidity

  No act of the Board, including a transfer of property, is invalid by reason only that the Board was without the capacity or power to so act.

• 6.1Replacement security
• 6.1(1)

  On the maturity of a designated security of a province that was issued before January 1, 1998, the Board shall purchase another security issued by that province if the Board is requested to do so, in writing, by the appropriate provincial Minister of that province at least 30 days before the date of maturity.

• 6.1(2)Principal amount

  The principal amount of the replacement security shall be not more than the principal outstanding under the maturing designated security.

• 6.1(3)Term to maturity

  The replacement security shall be for a term of 20 years.

• 6.1(4)Interest

  The replacement security shall bear interest at a rate fixed by the Board, in accordance with any agreement entered into between the Board and the Minister. The rate shall be substantially the same as the interest rate that the province would be required to pay if it were to borrow the same amount for the same term through the issuance of a security on the public capital market.

• 6.1(5)Features of replacement security

  The replacement security shall be issued to or payable to the Board and shall be expressed to be not negotiable and not transferable or assignable.

• 6.1(6)Redemption at request of province

  The Board shall redeem a designated security in whole or in part before maturity if

• 6.1(6)(a)

  the Board is requested to do so, in writing, by the appropriate provincial Minister of a province at least 30 days before the proposed redemption date; and

• 6.1(6)(b)

  the appropriate provincial Minister has agreed to pay on the proposed redemption date

• 6.1(6)(b)(i)

  any payments of principal or interest due on or before the proposed redemption date but not yet paid,

• 6.1(6)(b)(ii)

  interest on the principal amount being redeemed accrued to the proposed redemption date, and

• 6.1(6)(b)(iii)

  an amount equal to the present value of the remaining instalments of principal being redeemed and interest on that principal.

• 6.1(7)Calculation of present value

  For the purposes of subparagraph (6)(b)(iii), the present value shall be calculated by discounting the instalments of principal being redeemed and interest on that principal using an interest rate fixed by the Board, in accordance with any agreement entered into between the Board and the Minister of Finance. In fixing that rate, the Board shall choose a rate that

• 6.1(7)(a)

  if the designated security to be redeemed was issued before January 1, 1998, is substantially the same as the rate that the Government of Canada would be required to pay if it were to borrow the principal amount being redeemed for a term equal to the remaining term of that designated security through the issuance of a security on the public capital market; or

• 6.1(7)(b)

  if the designated security to be redeemed was issued on or after January 1, 1998, is substantially the same as the rate that the province would be required to pay if it were to borrow the principal amount being redeemed for a term equal to the remaining term of that designated security through the issuance of a security on the public capital market.

• 6.1(8)Consolidation of securities

  At the request of the provincial treasurer or other similar officer of a province, the Board may accept in the place of any series of designated securities of that province acquired during any consecutive period of not more than twelve months, on payment of any interest then accrued on the securities, another security of that province that is in an amount equal to the aggregate amount then outstanding of the designated securities of that series, and that bears interest at a rate determined by the Board.

• 6.1(9)Obligation guaranteed by the provincial government

  Any security purchased by the Board under this section must be an obligation of the government of a province or an obligation of an agent of Her Majesty in right of a province that is guaranteed as to principal and interest by that government.

• 7Board of directors

  The Board shall be managed by a board of directors of 12 directors, including the Chairperson.

• 8Principal duties
• 8(1)

  Subject to this Act, the board of directors shall manage or supervise the management of the business and affairs of the Board.

• 8(2)Specific duties

  Without limiting the generality of subsection (1), the board of directors shall

• 8(2)(a)

  establish written investment policies, standards and procedures in accordance with section 35;

• 8(2)(b)

  establish procedures for the identification of potential conflicts of interest and procedures to resolve those conflicts;

• 8(2)(c)

  establish a code of conduct for officers and employees of the Board; and

• 8(2)(d)

  designate a committee of the board of directors to monitor application of the conflict of interest procedures and the code of conduct.

• 9Power to delegate
• 9(1)

  Subject to subsection (2) and the by-laws, the board of directors may delegate to the Chairperson, to a committee of the board of directors or to any officer of the Board any of the powers or duties of the board of directors.

• 9(2)Limits on power

  The board of directors may not delegate the power to

• 9(2)(a)

  adopt, amend or repeal by-laws;

• 9(2)(b)

  establish the Board’s investment policies, standards and procedures;

• 9(2)(c)

  fill a vacancy in a committee of directors or in the office of auditor of the Board;

• 9(2)(d)

  appoint officers to the Board or fix their remuneration; or

• 9(2)(e)

  approve the annual financial statements of the Board and any other financial statements issued by the Board.

• 10Appointment of directors
• 10(1)

  Each director shall be appointed by the Governor in Council, on the recommendation of the Minister, to hold office during good behaviour for such term, not exceeding three years, as will ensure, as far as possible, the expiration in any one year of the terms of office of not more than one half of the directors.

• 10(2)Committee to advise Minister

  The Minister may establish a committee to advise the Minister on the appointment of directors. The committee shall consist of a representative designated by the Minister and a representative of each participating province designated by the appropriate provincial Minister for that province.

• 10(3)Consultation with participating provinces

  The Minister shall consult with the appropriate provincial Ministers of the participating provinces before making any recommendation to the Governor in Council with respect to the appointment of directors and before making an appointment under subsection (8).

• 10(4)Appointment factors

  Before making a recommendation to the Governor in Council with respect to the appointment of directors and before making an appointment under subsection (8), the Minister shall

• 10(4)(a)

  have regard to the desirability of having on the board of directors

• 10(4)(a)(i)

  directors who are representative of the various regions of Canada, and

• 10(4)(a)(ii)

  a sufficient number of directors with proven financial ability or relevant work experience to enable the Board to effectively achieve its objects; and

• 10(4)(b)

  endeavour to ensure that no more than three of the 12 directors reside outside Canada.

• 10(5)Reappointment

  A director is eligible for reappointment for one or more additional terms of office.

• 10(6)Removal

  The Governor in Council may remove a director for cause.

• 10(7)Continuation in office

  If no person is appointed to take office as a director on the expiration of the term of an incumbent director, the incumbent director continues in office until a successor is appointed.

• 10(8)Vacancy

  Where a person ceases to be a director during the term for which the person was appointed, the Minister shall appoint a qualified person to hold office as a director for the remainder of the term.

• 10(9)Disqualified persons

  The following persons are disqualified from being directors:

• 10(9)(a)

  a person who is less than 18 years of age;

• 10(9)(b)

  a person who is of unsound mind and has been so found by a court in Canada or elsewhere;

• 10(9)(c)

  a person who has the status of a bankrupt;

• 10(9)(d)

  a person who is not a natural person;

• 10(9)(e)

  a person who is an agent or employee of Her Majesty in right of Canada or in right of a province;

• 10(9)(f)

  a person who is a member of the Senate or House of Commons of Canada or a member of a provincial legislature; and

• 10(9)(g)

  a person who is an agent or employee of the government of a foreign country or any political subdivision of a foreign country.

• 10(9)(h)Repealed

  [Repealed, 2013, c. 40, s. 277]

• 10(10)Remuneration and benefits of directors

  A director is entitled to receive from the Board such remuneration and benefits as may be fixed by the by-laws, which remuneration and benefits shall be fixed having regard to the remuneration and benefits received by persons having similar responsibilities and engaged in similar activities.

• 11Resignation
• 11(1)

  The resignation of a director becomes effective at the time the Board receives a written resignation or at the time specified in the resignation, whichever is later.

• 11(2)Copy of resignation

  The Board shall send a copy of a director’s resignation to the Clerk of the Privy Council within 15 days after receiving it.

• 12Chairperson
• 12(1)

  The Governor in Council shall, on the recommendation of the Minister made after the Minister has consulted with the board of directors and the appropriate provincial Ministers of the participating provinces, designate one of the directors as Chairperson to hold office during good behaviour for such term as the Governor in Council deems appropriate.

• 12(2)Removal

  The Governor in Council may remove the Chairperson for cause.

• 12(3)Presiding at meetings

  The Chairperson shall preside at all meetings of the board of directors and may exercise such powers and perform such duties and functions as are specified by the board of directors.

• 12(4)Replacement of Chairperson

  Where the Chairperson is absent at any meeting of the board of directors, one of the directors present who is chosen to so act by the directors present shall preside and have all the powers, duties and functions of the Chairperson.

• 12(5)Remuneration of Chairperson

  The Chairperson is entitled to receive from the Board such remuneration and benefits as may be fixed by the by-laws, which remuneration and benefits shall be fixed having regard to the remuneration and benefits received by persons having similar responsibilities and engaged in similar activities.

• 13Appointment of officers
• 13(1)

  The board of directors may, subject to the by-laws, designate the offices of the Board, appoint officers of the Board and specify their duties.

• 13(2)Directors not officers

  A director is not eligible to be appointed an officer of the Board.

• 13(3)Two or more offices

  A person may hold two or more offices of the Board.

• 14Duty of care
• 14(1)

  Every director and officer of the Board in exercising any of the powers of a director or an officer and in discharging any of the duties of a director or an officer shall

• 14(1)(a)

  act honestly and in good faith with a view to the best interests of the Board; and

• 14(1)(b)

  exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

• 14(2)Special knowledge or skill

  A director or officer of the Board who in fact possesses, or by reason of profession or business ought to possess, a particular level of knowledge or skill relevant to the director’s or officer’s powers or duties shall employ that particular level of knowledge or skill in the exercise of those powers or the discharge of those duties.

• 14(3)Reliance on statements

  A director or an officer of the Board is deemed to comply with subsections (1) and (2) if they rely in good faith on

• 14(3)(a)

  financial statements of the Board represented by an officer of the Board, or represented in a written report of the Board’s auditor, to be a fair reflection of the financial condition of the Board; or

• 14(3)(b)

  a report of an accountant, lawyer, notary or other professional person whose profession lends credibility to a statement made by the person.

• 15Duty to comply
• 15(1)

  Every director, officer and employee of the Board shall comply with this Act and the by-laws.

• 15(2)No exculpation

  No provision in any contract, in any resolution of the Board or in the by-laws relieves any director, officer or employee of the Board from the duty to act in accordance with this Act or relieves a director, officer or employee from liability for a breach of the Act.

• 16Indemnification
• 16(1)

  Except in respect of an action by or on behalf of the Board to procure a judgment in its favour, the Board may indemnify a director or officer of the Board, a former director or officer of the Board, or any person who acts or acted at the Board’s request as a director or officer of an entity of which the Board is or was a shareholder or in which the Board has or had a financial interest, against all costs and expenses reasonably incurred by the person, including amounts paid in settlement or to satisfy a judgment, in respect of any civil, criminal or administrative action or proceeding to which the person is made a party by reason of being or having been such a person, if

• 16(1)(a)

  the person acted honestly and in good faith with a view to the best interests of the Board or the entity; and

• 16(1)(b)

  in the case of a criminal or administrative action or proceeding enforced by a monetary penalty, the person had reasonable grounds for believing that the impugned conduct was lawful.

• 16(2)Indemnification in derivative action

  The Board may, with the approval of a court, indemnify a person referred to in subsection (1), in respect of an action by or on behalf of the Board or an entity referred to in that subsection to procure a judgment in its favour to which the person is made a party by reason of being or having been a director or an officer of the Board or entity, against all costs and expenses reasonably incurred by the person, including an amount paid in settlement or to satisfy a judgment, in respect of that action if the person fulfils the conditions set out in paragraphs (1)(a) and (b).

• 16(3)Right to indemnity

  Notwithstanding the other subsections of this section, a person referred to in subsection (1) is entitled to indemnity from the Board in respect of all costs and expenses, including an amount paid in settlement or to satisfy a judgment, reasonably incurred by the person in respect of the defence of any civil, criminal or administrative action or proceeding to which the person is made a party by reason of being or having been a director or an officer of the Board or of an entity referred to in that subsection, if the person seeking indemnity

• 16(3)(a)

  was substantially successful on the merits in the defence of the action or proceeding; and

• 16(3)(b)

  fulfils the conditions set out in paragraphs (1)(a) and (b).

• 16(4)Personal representatives

  Where the Board could indemnify a person under any of subsections (1) to (3), the Board may to the same extent indemnify the heirs or personal representatives of the person.

• 16(5)Definition of proceeding

  For the purposes of this section, proceeding includes an investigation that

• 16(5)(a)

  pertains to the administration or enforcement of an Act of Parliament or of the legislature of a province;

• 16(5)(b)

  is authorized by or pursuant to an Act of Parliament or of the legislature of a province; or

• 16(5)(c)

  is within a class of investigations prescribed in the regulations.

• 17Directors’ and officers’ insurance

  The Board may purchase and maintain insurance for the benefit of any person referred to in subsection 16(1) and the personal representatives of that person against any liability incurred by the person

• 17(a)

  in the capacity of a director or officer of the Board, except where the liability relates to a failure to act honestly and in good faith with a view to the best interests of the Board; or

• 17(b)

  in the capacity of a director or officer of another entity where the person acts or acted in that capacity at the Board’s request, except where the liability relates to a failure to act honestly and in good faith with a view to the best interests of the entity.

• 18Application to court for indemnification
• 18(1)

  A court may order an indemnity under section 16 on the application of the Board or a person referred to in subsection 16(1) or (4) and may make any further order that it thinks fit.

• 18(2)Notice of application

  Where an application is made for an order under subsection (1), the court may order notice to be given to any interested person, and that person is entitled to appear and be heard in person or by counsel.

• 19Resolution in lieu of meeting
• 19(1)

  A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of the board of directors or of one of its committees, is as valid as if it had been passed at a meeting of the board of directors or of one of its committees.

• 19(2)Filing resolution

  A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the board of directors or its committees.

• 20Participation by telephone

  A director may, subject to the by-laws, participate in a meeting of the board of directors or of one of its committees by means of any telephone or other communications facilities that permit all persons participating in the meeting to communicate with each other, and a director who participates in that way is deemed for the purposes of this Act to be present at the meeting.

• 21Dissent
• 21(1)

  A director who is present at a meeting of the board of directors or of one of its committees is deemed to have consented to any resolution passed or action taken at the meeting unless

• 21(1)(a)

  the director’s dissent is entered in the minutes of the meeting or the director requests that the director’s dissent be entered in the minutes of the meeting;

• 21(1)(b)

  the director sends a written dissent to the secretary of the meeting before the meeting is adjourned; or

• 21(1)(c)

  the director sends a dissent by registered mail or delivers it to the head office of the Board immediately after the meeting is adjourned.

• 21(2)Loss of right to dissent

  A director who votes for or consents to a resolution is not entitled to dissent under subsection (1).

• 21(3)Dissent of absent director

  A director who was not present at a meeting at which a resolution was passed or an action was taken is deemed to have consented to the resolution or the action unless, within seven days after becoming aware of the resolution or the action, the director

• 21(3)(a)

  causes a dissent to be placed with the minutes of the meeting; or

• 21(3)(b)

  sends a dissent by registered mail or delivers it to the head office of the Board.

• 22Disclosure of director’s interest
• 22(1)

  A director or officer of the Board shall disclose in writing to the Board or request to have entered in the minutes of a meeting of the board of directors or one of its committees the nature and extent of the director’s or officer’s interest

• 22(1)(a)

  as a party to a transaction or proposed transaction with the Board; or

• 22(1)(b)

  as a director or an officer of any entity that is a party to a transaction or proposed transaction with the Board or as a person who holds a material interest in any such entity.

• 22(2)Time of disclosure for director

  The disclosure must be made, in the case of a director,

• 22(2)(a)

  at the meeting at which a proposed transaction is first considered;

• 22(2)(b)

  if the director was not at the time of that meeting interested in a proposed transaction, at the first meeting after the director becomes so interested;

• 22(2)(c)

  if the director becomes interested after a transaction is made, at the first meeting after the director becomes so interested; or

• 22(2)(d)

  if a person who is interested in a transaction later becomes a director, at the first meeting after the person becomes a director.

• 22(3)Time of disclosure for officer

  The disclosure must be made, in the case of an officer,

• 22(3)(a)

  without delay after the officer becomes aware that the transaction or proposed transaction is to be considered or has been considered at a meeting of the board of directors or one of its committees;

• 22(3)(b)

  if the officer becomes interested after a transaction is made, without delay after the officer becomes so interested; or

• 22(3)(c)

  if a person who is interested in a transaction later becomes an officer, without delay after the person becomes an officer.

• 22(4)Time of disclosure for director or officer

  If a transaction or proposed transaction is one that, in the ordinary course of the Board’s business, would not require approval by the board of directors, a director or officer shall disclose in writing to the Board or request to have entered in the minutes of a meeting of the board of directors or one of its committees the nature and extent of the interest of the director or officer without delay after the director or officer becomes aware of the transaction or proposed transaction.

• 22(5)Voting

  A director referred to in subsection (1) shall not vote on a resolution or participate in a discussion to approve the transaction mentioned in that subsection unless the transaction is

• 22(5)(a)

  one relating primarily to the director’s remuneration as a director of the Board or one of its subsidiaries;

• 22(5)(b)

  one for indemnity or insurance under section 16 or 17; or

• 22(5)(c)

  one with a subsidiary.

• 22(6)Continuing disclosure

  For the purposes of this section, a general notice to the board of directors or to one of its committees by a director or officer, declaring that the director or officer is a director or officer of, or has a material interest in, an entity and is to be regarded as interested in any transaction made with that entity, is a sufficient declaration of interest in relation to any transaction so made.

• 22(7)Avoidance standards

  A transaction between the Board and one or more of its directors or officers, or between the Board and another entity of which a director or officer of the Board is a director or officer or in which a director or officer of the Board has a material interest, is neither void nor voidable by reason only of that relationship or by reason only that a director with an interest in the transaction is present at or is counted to determine the presence of a quorum at a meeting of the board of directors or on one its committees that authorized the transaction, if

• 22(7)(a)

  the director or officer disclosed the interest in accordance with subsection (2), (3), (4) or (6), as the case may be;

• 22(7)(b)

  the transaction was approved by the directors; and

• 22(7)(c)

  the transaction was reasonable and fair to the Board at the time it was approved.

• 22(8)Application to court

  Where a director or officer of the Board fails to disclose an interest in a transaction in accordance with this section, a court may, on the application of the Board, set aside the transaction on any terms that it thinks fit.

• 22(9)Meaning of transaction

  In this section, transaction includes a contract, a guarantee and an investment.

• 23No constructive notice

  No person dealing with the Board or with any person who has acquired rights from the Board is deemed to have notice or knowledge of the contents of a document, other than an Act of Parliament or any instrument required to be published in the Canada Gazette pursuant to the Statutory Instruments Act, concerning the Board by reason only that the document is available at the head office of the Board or has been made public.

• 24Validity of acts

  An act of the Chairperson or other director of the Board, or of the chief executive officer or other officer of the Board, is not invalid by reason only of an irregularity in that person’s appointment or a defect in that person’s qualifications.

• 25Assertions

  The Board may not assert against a person dealing with the Board or with any person who has acquired rights from the Board except where the person has knowledge that the facts asserted are true.

• 25(a)

  that this Act or the by-laws have not been complied with, or

• 25(b)

  that a document issued by any director, officer or agent of the Board having apparent authority to issue the document is not valid or genuine by reason only that the person who issued the document lacked actual authority to issue the document,

• 26Corporate seal

  The Board may, but need not, have a corporate seal, and an instrument or agreement executed on behalf of the Board is not invalid merely because a corporate seal is not affixed to it.

• 27By-laws
• 27(1)

  The board of directors may make by-laws that are consistent with this Act to govern the conduct and management of the Board’s business and affairs, including by-laws

• 27(1)(a)

  for the administration, management and control of the Board’s property;

• 27(1)(b)

  governing the calling of meetings of the board of directors and its committees, the time and place of those meetings and the quorum and procedure in all matters relating to those meetings;

• 27(1)(c)

  respecting the functions, duties and remuneration of the officers and employees of the Board; and

• 27(1)(d)

  respecting the establishment of committees of the board of directors and the appointment of members to those committees.

• 27(2)Effective date

  A by-law is effective as soon as it is made or on such later date as may be stated in the by-law to be its effective date.

• 28Copy to Minister
• 28(1)

  The board of directors shall provide a copy of every by-law and every amendment to or repeal of any by-law to the Minister and the appropriate provincial Ministers within 14 days after its effective date.

• 28(2)By-laws available to the public

  A copy of every by-law shall be kept at the head office of the Board. Anyone is entitled, during the usual business hours of the Board, to examine the by-laws and, on payment of a reasonable fee, to make copies of or take extracts from them.

• 29Statutory Instruments Act does not apply

  The Statutory Instruments Act does not apply in respect of by-laws.

• 30Audit and investment committees
• 30(1)

  The board of directors shall establish an audit committee and an investment committee.

• 30(2)Other committees

  The board of directors may establish other committees as it deems necessary and assign to them such duties as it considers appropriate.