Payment Clearing and Settlement Act

An Act respecting the regulation of systems for the clearing and settlement of payment obligations

Canada (Federal)· P-4.4· 446 sections· current to 2021-06-29In force

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1Short title
This Act may be cited as the Payment Clearing and Settlement Act.
2Definitions
The following definitions apply in this Act.
2[p2]
Bank means the Bank of Canada. (banque)
2[p3]
bridge clearing house means a corporation or company that is designated as a bridge clearing house under subsection 11.13(1). (chambre de compensation-relais)
2[p4]
Canadian participant means a participant that is incorporated or formed under an enactment of Canada or a province. (participant canadien)
2[p5]
central counter-party means a corporation, association, partnership, agency or other entity in a clearing and settlement system with whom all participant’s payment rights and obligations are netted to produce a single amount owing as between each participant and the central counter-party. (intermédiaire)
2[p6]
clearing and settlement system means a system or arrangement for the clearing or settlement of payment obligations or for the exchange of payment messages for the purpose of clearing or settlement of payment obligations that meets the following conditions: For greater certainty, it includes a system or arrangement for the clearing or settlement of securities transactions, derivatives contracts, foreign exchange transactions or other transactions if the system or arrangement also clears or settles payment obligations arising from those transactions or exchanges payment messages for the purpose of clearing or settlement of such obligations. (système de compensation et de règlement)
2[p6](a)
there are at least three participants, at least one of which is a Canadian participant and at least one of which has its head office in a jurisdiction other than the jurisdiction where the head office of the clearing house is located;
2[p6](b)
the clearing or settlement is wholly or partly in Canadian dollars; and
2[p6](c)
except in the case in which the payment obligations arise from derivatives contracts, the settlement is ultimately effected through adjustments to the account or accounts of one or more of the participants at the Bank.
2[p10]
clearing house means a corporation, association, partnership, agency or other entity that provides clearing, settlement or payment message exchange services for a clearing and settlement system. It includes a securities and derivatives clearing house, as defined in subsection 13.1(3), but does not include a stock exchange or the Bank. (chambre de compensation)
2[p11]
eligible financial contract has the same meaning as in subsection 22.1(2) of the Winding-up and Restructuring Act. (contrat financier admissible)
2[p12]
Minister means the Minister of Finance. (ministre)
2[p13]
oversight information has the meaning assigned by the regulations. (renseignements relatifs à la surveillance)
2[p14]
participant means a party to an arrangement that establishes a clearing and settlement system. (établissement participant)
2[p15]
payments system risk means the risk that a disruption to or a failure of a clearing and settlement system could cause a significant adverse effect on economic activity in Canada by
2[p15](a)
impairing the ability of individuals, businesses or government entities to make payments, or
2[p15](b)
producing a general loss of confidence in the overall Canadian payments system, which includes payment instruments, infrastructure, organizations, market arrangements and legal frameworks that allow for the transfer of monetary value. (risque pour le système de paiement)
2[p18]
receiver includes a receiver-manager and a sequestrator. (séquestre)
2[p19]
share includes
2[p19](a)
a conversion or exchange privilege that is convertible at any time into a share; and
2[p19](b)
an option or a right to acquire a share or a privilege referred to in paragraph (a). (action)
2[p22]
systemic risk means the risk that the inability of a participant to meet its obligations in a clearing and settlement system as they become due, or a disruption to or a failure of a clearing and settlement system, could, by transmitting financial problems through the system, cause
2[p22](a)
other participants in the clearing and settlement system to be unable to meet their obligations as they become due,
2[p22](b)
financial institutions in other parts of the Canadian financial system to be unable to meet their obligations as they become due,
2[p22](c)
the clearing and settlement system’s clearing house or the clearing house of another clearing and settlement system within the Canadian financial system to be unable to meet its obligations as they become due, or
2[p22](d)
an adverse effect on the stability or integrity of the Canadian financial system. (risque systémique)
3Application
This Part applies in respect of clearing and settlement systems designated under subsection 4(1).
4Designation by Governor
4(1)
If the Governor of the Bank is of the opinion that a clearing and settlement system could be operated in a manner that poses a systemic risk or payments system risk and the Minister is of the opinion that it is in the public interest to do so, the Governor may designate the clearing and settlement system as a clearing and settlement system that is subject to this Part.
4(2)Revocation
If the Governor of the Bank is of the opinion that the designated clearing and settlement system could no longer be operated in a manner that poses a systemic risk or payments system risk and the Minister is of the opinion that it is in the public interest to do so, the Governor may revoke the designation.
4(3)Notice
If a designation is made or revoked, the Governor of the Bank shall, in writing, so inform in advance the clearing and settlement system’s clearing house and shall cause a copy of the designation or revocation, as the case may be, to be published in the Canada Gazette.
5Information to be provided to Bank
A clearing house shall, in respect of the designated clearing and settlement system, provide the Bank with any information that the Bank may request in writing, at any time and in any form and manner that is specified by the Bank.
6Directive to clearing house
6(1)
The Governor of the Bank may issue a directive in writing to a clearing house of a designated clearing and settlement system that requires the clearing house, within any period that may be specified in the directive, to take — and to have the participants take — any corrective measures that the Governor considers necessary, if the Governor is of the opinion that systemic risk or payments system risk could be inadequately controlled because of
6(1)(a)
the design or operation of the clearing and settlement system;
6(1)(b)
the ownership or control of the clearing and settlement system;
6(1)(c)
aspects of organizational structure or corporate governance of the clearing house that are related to risk management;
6(1)(d)
the management or operation of the clearing house; or
6(1)(e)
actual or anticipated acts or omissions of the clearing house or of a participant.
6(2)Directive to participants
The Governor of the Bank may issue a directive in writing to a participant that requires the participant, within any period that may be specified in the directive, to take any corrective measures that the Governor considers necessary if the Governor has formed an opinion referred to in subsection (1) that systemic risk or payments system risk could be inadequately controlled and
6(2)(a)
the clearing house fails to comply with a directive that has been issued to it under subsection (1);
6(2)(b)
the designated clearing and settlement system does not have a clearing house located in Canada; or
6(2)(c)
in the opinion of the Governor,
6(2)(c)(i)
the risk could be inadequately controlled because of an actual or anticipated act or omission by a participant, and
6(2)(c)(ii)
the actual or anticipated act or omission is not subject to the by-laws, agreements, rules, procedures, guides or other documentation governing the designated clearing and settlement system.
6(2.1)Factors to be taken into account
In determining the corrective measures that are necessary, the Governor of the Bank shall take into account the nature, severity and imminence of the risk and any other risk-related factors that the Governor considers appropriate.
6(3)Clarification
For greater certainty, a directive issued under this section must not be made in respect of
6(3)(a)
the capital adequacy of a participant;
6(3)(b)
the management of a participant’s investments;
6(3)(c)
a participant’s corporate governance;
6(3)(d)
a participant’s relations with customers who are not themselves participants in the designated clearing and settlement system;
6(3)(e)
a participant’s ownership structure; or
6(3)(f)
any other matter that is not directly related to a participant’s participation in the designated clearing and settlement system.
6(4)Directive may apply to statutory system
Subject to the approval of the Minister, a directive, if it so provides, applies to a designated clearing and settlement system that is established under a statute.
6.1Representations
6.1(1)
Before issuing a directive to a clearing house or a participant, the Governor of the Bank shall provide the clearing house or participant, as the case may be, with an opportunity to make representations.
6.1(2)Exception
If, in the opinion of the Governor of the Bank, providing the clearing house or participant with an opportunity to make representations would undermine the effectiveness of the directive, the Governor of the Bank may, without providing that opportunity, issue a directive under section 6 to the clearing house or participant that has effect for a period of not more than 15 days and may extend the directive once, in writing, for a further period of not more than 15 days.
7General powers
The Bank may do all or any of the following things in relation to a designated clearing and settlement system and its clearing house:
7(a)
provide a secured or unsecured guarantee of settlement by participants;
7(b)
make liquidity loans to the clearing house and the central counter-party; and
7(c)
act as the central counter-party to the participants.
8Validity, etc.
8(1)
Despite anything in any statute or other law of Canada or a province, but subject to paragraph 11.07(1)(a) and subject to an order made under section 11.11,
8(1)(a)
the settlement rules of a designated clearing and settlement system are valid and are binding on the clearing house, the participants, a central counter-party and the Bank and any action may be taken or payment made in accordance with the settlement rules;
8(1)(b)
the obligation of a participant, a clearing house or a central counter-party to make payment to a participant and the right of a participant, a clearing house or a central counter-party to receive payment from a participant, a clearing house or a central counter-party shall be netted and a net settlement or close-out amount shall be determined in accordance with the settlement rules, if they so provide; and
8(1)(c)
if a payment is made, property is delivered or an interest in, or in Quebec a right to, property is transferred in accordance with the settlement rules of a designated clearing and settlement system, the payment, delivery or transfer shall not be required to be reversed, repaid or set aside.
8(2)Payments not subject to set aside provisions
An entry to or a payment out of the account of a participant, a clearing house or a central counter-party at the Bank to settle a payment obligation in a designated clearing and settlement system shall not be the subject of any provision or order that operates as a stay of that activity.
8(3)Rights, etc., not subject to stay
The rights and remedies of a participant, a clearing house, a central counter-party or the Bank in respect of collateral granted to it as security for a payment or the performance of an obligation incurred in a designated clearing and settlement system may not be the subject of any stay provision or order affecting the ability of creditors to exercise rights and remedies with respect to the collateral.
8(3.1)Sections 39.15 and 39.152 of Canada Deposit Insurance Corporation Act
Despite subsections (1) to (3) and the settlement rules,
8(3.1)(a)
no action may be taken in respect of an eligible financial contract, as defined in subsection 39.15(9) of the Canada Deposit Insurance Corporation Act, if it is prevented by subsection 39.15(7.1), (7.104), (7.11), (7.12) or (7.2) or section 39.152 of that Act; and
8(3.1)(b)
a clearing house, as defined in subsection 39.15(9) of the Canada Deposit Insurance Corporation Act, shall comply with subsection 39.15(3.3) of that Act, shall take any action required by subsection 39.15(7.12) of that Act and shall not take any action prevented by that subsection 39.15(7.12).
8(4)Application of Canadian law
Notwithstanding that all or part of the administration or operation of a designated clearing and settlement system is conducted outside Canada or that its settlement rules are governed by the laws of a foreign jurisdiction, where in any judicial proceedings in Canada a court determines that the rights and obligations of any person arising out of or in connection with the operation of the designated clearing and settlement system are governed in whole or in part by Canadian law, the provisions of this section shall be applied to the extent that the Canadian law applies in determining those rights and obligations.
8(5)Interpretation
In this section, settlement rules means the rules, however established, that provide the basis on which payment obligations, delivery obligations or other transfers of property or interests in, or in Quebec rights to, property are made, calculated, netted or settled and includes rules for the taking of action in the event that a participant is unable or likely to become unable to meet its obligations to the clearing house, a central counter-party, other participants or the Bank.
9Significant change
9(1)
For the purposes of this section, a change is significant if it could reasonably be expected to have a material impact on the efficiency, safety or soundness of the designated clearing and settlement system.
9(2)Notice required
A clearing house shall provide the Bank with reasonable notice before making
9(2)(a)
any significant change in relation to the designated clearing and settlement system;
9(2)(b)
any change in relation to the design or operation of the system or to the by-laws, agreements, rules, procedures, guides or other documentation governing the system; or
9(2)(c)
any change to the constating documents and by-laws of the clearing house.
9(3)Approval required
If the Governor of the Bank is of the opinion that a significant change that the clearing house intends to make in relation to the designated clearing and settlement system would have an effect on the control of risk for the system, the clearing house, the participants or the financial system in Canada, that change shall not take effect unless it is approved in writing by the Governor, subject to any conditions that the Governor considers appropriate.
9(4)Notice required of other changes
A clearing house shall, without delay after it makes any change in relation to the designated clearing and settlement system, other than a change referred to in subsection (2), provide the Bank with written notice of the change, including any change affecting
9(4)(a)
the composition of a board of directors of the clearing house due to resignation or otherwise; or
9(4)(b)
the appointed auditor of the clearing house.
10Powers of Bank
10(1)
The Bank may, for the purposes of carrying out its functions under this Act, conduct audits and inspections of a clearing house, and every clearing house shall, as required, assist the Bank to the extent necessary to enable the Bank to carry out an audit or inspection.
10(2)Powers of Bank
For the purpose of obtaining evidence under oath in relation to an audit or inspection under subsection (1), the Bank has all the powers of a person appointed as a commissioner under Part II of the Inquiries Act.
11Application
This Part applies in respect of a clearing and settlement system that is designated under subsection 4(1) if its clearing house is located in Canada.
11.01Resolution Authority
The Bank is the resolution authority for clearing and settlement systems and clearing houses.
11.02Objects
The objects of the Bank as the resolution authority are to
11.02(a)
pursue the stability of the financial system in Canada;
11.02(b)
allow for the continuity of critical clearing and settlement system functions; and
11.02(c)
pursue the objects set out in paragraphs (a) and (b) in a manner that minimizes the exposure of public moneys to loss.
11.03Powers
While a clearing and settlement system or a clearing house is in resolution, the Bank may, despite paragraphs 23(a), (c) and (d) of the Bank of Canada Act, do all things necessary or incidental to carrying out its objects as the resolution authority, including
11.03(a)
acquire assets from a clearing house;
11.03(b)
make or guarantee loans or advances, with or without security, to a clearing house or a participant on the terms and conditions specified by the Bank;
11.03(c)
assume liabilities of a clearing house;
11.03(d)
act as receiver of a clearing house, when appointed by order under subsection 11.09(1);
11.03(e)
acquire, by way of security or otherwise, shares of a clearing house and hold and alienate those shares;
11.03(f)
acquire, hold and alienate real and personal property or immovable or movable property; and
11.03(g)
incorporate a corporation under the Canada Business Corporations Act for the purpose of designating the corporation as a bridge clearing house.
11.04Membership
11.04(1)
There is established a committee consisting, subject to subsection (6), of the following persons:
11.04(1)(a)
the Governor of the Bank;
11.04(1)(b)
the Superintendent of Financial Institutions;
11.04(1)(c)
the Chief Executive Officer of the Canada Deposit Insurance Corporation; and
11.04(1)(d)
the Deputy Minister of Finance.
11.04(2)Chairperson
The Governor of the Bank is the chairperson of the committee.
11.04(3)Object
The object of the committee is to facilitate consultations and the exchange of information among its members on all matters relating to the resolution of clearing and settlement systems and clearing houses.
11.04(4)Consultation
In carrying out its object, the committee may consult with any government authority or regulatory body that has entered into an agreement or arrangement with the Bank under section 13.3.
11.04(5)Information confidential
Information received by any member of the committee in carrying out the committee’s object is confidential and shall be treated accordingly. The Governor of the Bank may disclose that information to the Bank and the Bank may in turn disclose it to a person or entity in accordance with subsections 18(2) to (4).
11.04(6)Conflicts of interest
The members of the committee shall comply with rules concerning conflicts of interest provided for in the regulations.
11.05Resolution plans
11.05(1)
The Bank shall develop and maintain, in accordance with the regulations, a resolution plan for each clearing and settlement system.
11.05(2)Consultation
In developing the resolution plan, the Bank shall consult with the committee established under subsection 11.04(1) and any government authority or regulatory body that has entered into an agreement or arrangement with the Bank under section 13.3 related to the clearing and settlement system.
11.06Declaration of non-viability
11.06(1)
The Governor of the Bank may make a declaration in writing of non-viability for a clearing and settlement system or a clearing house and enter it into resolution if the Governor is of the opinion that
11.06(1)(a)
the clearing and settlement system or clearing house has ceased, or is about to cease, to be viable; and
11.06(1)(b)
the clearing and settlement system or clearing house cannot restore or preserve its viability on its own initiative.
11.06(2)Matters to consider
The Governor of the Bank, in determining whether to make a declaration under subsection (1), shall take into account all matters that the Governor considers relevant, including whether, in his or her opinion,
11.06(2)(a)
the clearing house has exhausted the measures to address financial loss, shortfalls in liquidity or capital adequacy that are specified in its by-laws or rules, or in an arrangement that relates to the clearing and settlement system;
11.06(2)(b)
the measures described in paragraph (a) will not be sufficient to sustain the operation of the clearing and settlement system or the clearing house;
11.06(2)(c)
the clearing and settlement system or the clearing house has lost the confidence of the participants; and
11.06(2)(d)
systemic risk or payments system risk is, or is likely to be, inadequately controlled.
11.06(3)Notice
After a declaration of non-viability is made with respect to a clearing and settlement system or a clearing house, the Governor of the Bank shall, without delay, notify
11.06(3)(a)
the Minister;
11.06(3)(b)
the committee established under subsection 11.04(1);
11.06(3)(c)
the clearing house; and
11.06(3)(d)
any government authority or regulatory body that has entered into an agreement or arrangement with the Bank under section 13.3 related to the clearing and settlement system or related to the system whose clearing house is the subject of the declaration.
11.06(4)Bankruptcy, default or insolvency
A declaration of non-viability does not constitute an act of bankruptcy or default by the clearing house, and the clearing house shall not be considered insolvent by reason only of a declaration of non-viability.
11.06(5)Publication
The Governor of the Bank shall cause a copy of the declaration to be published in the Canada Gazette.
11.07Stay
11.07(1)
Despite subsection 8(3), a declaration of non-viability shall have the effect of a stay and, during the period of the stay,
11.07(1)(a)
no person or entity shall terminate or amend any contract with the clearing house or the central counter-party or claim an accelerated payment, or forfeiture of the term, under such a contract by reason only of the making of a declaration of non-viability;
11.07(1)(b)
no action or other civil proceeding before a judicial or quasi-judicial body and no arbitration may be commenced or continued against the clearing house or in respect of its assets other than a proceeding under the Winding-up and Restructuring Act commenced by the Bank or the Attorney General of Canada;
11.07(1)(c)
no attachment, garnishment, execution, seizure or other method of enforcement of a judgment or order against the clearing house or its assets may take place or continue;
11.07(1)(d)
no creditor of the clearing house has any remedy against the clearing house or its assets;
11.07(1)(e)
except in the normal course of clearing and settlement processes, including the consolidation of accounts in respect of those processes, no creditor has any right of set-off or compensation against the clearing house; and
11.07(1)(f)
no early termination right or right to amend a contract in respect of a service that is provided to the clearing house and that is critical to the operation of the clearing and settlement system or of the clearing house may be exercised by a service provider.
11.07(2)Period of stay
The period of the stay begins at the time a declaration of non-viability is made and ends on the day specified in the notice referred to in section 11.24.
11.07(3)No force or effect
During the period of the stay, any notice given that a person or entity proposes to take an action referred to in paragraph (1)(a) is of no force or effect.
11.08Eligible financial contracts
11.08(1)
Nothing in subsection 11.07(1) prevents the following actions from being taken in accordance with the provisions of an eligible financial contract, as defined in subsection 39.15(9) of the Canada Deposit Insurance Corporation Act:
11.08(1)(a)
the termination or amendment of the contract;
11.08(1)(b)
the accelerated payment or forfeiture of the term under the contract;
11.08(1)(c)
the exercise of remedies for a failure to satisfy an obligation under or in connection with the contract, including the payment of an amount payable — or the delivery of property deliverable — under or in connection with the contract;
11.08(1)(d)
the netting or setting off or compensation of an amount payable under or in connection with the contract;
11.08(1)(e)
any dealing with financial collateral
11.08(1)(e)(i)
to satisfy an amount payable — or the delivery of property deliverable — under or in connection with the contract,
11.08(1)(e)(ii)
for the purpose of calculating an amount payable under or in connection with the contract by way of netting, setting off or compensation of the financial collateral or application of the proceeds or value of the financial collateral, or
11.08(1)(e)(iii)
as a remedy for a failure described in paragraph (c); or
11.08(1)(f)
any dealing with financial collateral, other than a dealing set out in paragraph (e).
11.08(2)Interpretation
For the purposes of paragraphs (1)(e) and (f), dealings with financial collateral include
11.08(2)(a)
the sale or foreclosure or, in Quebec, the surrender of financial collateral; and
11.08(2)(b)
the netting, setting off or compensation of financial collateral or the application of the proceeds or value of financial collateral.
11.08(3)Stay — eligible financial contracts
During the period that begins at the time a declaration of non-viability is made and ends on the expiration of the second day following the day on which the declaration is made, the actions referred to in paragraphs (1)(a), (b) and (f) are not to be taken by reason only of the making of a declaration of non-viability.
11.08(4)Agreements overridden
Any provision in an eligible financial contract is of no force or effect if the provision has the effect of providing for or permitting anything that, in substance, is contrary to subsection (3).
11.08(5)Definition of financial collateral
In this section, financial collateral has the same meaning as in subsection 13(2).
11.09Order
11.09(1)
The Governor of the Bank may, after having made a declaration of non-viability for a clearing and settlement system or a clearing house, by order,
11.09(1)(a)
if the declaration is for the Canadian Payments Association or a clearing and settlement system that it operates, appoint the Bank as receiver in respect of the Association; or
11.09(1)(b)
in any other case,
11.09(1)(b)(i)
appoint the Bank as receiver in respect of the clearing house, or
11.09(1)(b)(ii)
vest in the Bank the shares of the clearing house that are specified in the order.
11.09(2)Effect of receivership order
An order made under paragraph (1)(a) or subparagraph (1)(b)(i) constitutes the Bank as the exclusive receiver of the assets and undertaking of the clearing house and gives the Bank the power to
11.09(2)(a)
take possession and control of the assets and undertaking and require any person or entity to account for and deliver up to the Bank possession and control of the assets;
11.09(2)(b)
subject to paragraph (c), sell or otherwise alienate the assets in the manner and on the terms and conditions that the Bank considers appropriate;
11.09(2)(c)
sell or otherwise alienate any asset that is subject to an agreement creating a security to any person or entity who agrees to assume the obligation secured by the security;
11.09(2)(d)
arrange for the assumption by any person or entity of all or any part of the clearing house’s liabilities;
11.09(2)(e)
carry on the business of the clearing house;
11.09(2)(f)
sue for, defend, compromise and settle, in the name of the clearing house, any claim made by or against it;
11.09(2)(g)
do all acts and execute or, in Quebec, sign any documents in the name of the clearing house; and
11.09(2)(h)
do all other things necessary or incidental to the exercise of the Bank’s rights, powers, privileges and immunities as receiver.
11.09(3)Effect of vesting order
An order made under subparagraph (1)(b)(ii)
11.09(3)(a)
vests in the Bank the shares that are subject to the order, free from any adverse claim, including any claim that a transfer was wrongful or that a particular adverse person or entity was the owner of or had an interest or right in the shares, even though the clearing house knows of the adverse claim;
11.09(3)(b)
extinguishes any such adverse claim to the extent that the claim is a claim that a person or entity other than the Bank is the owner of or has an interest or right in the shares; and
11.09(3)(c)
does not extinguish any such adverse claim to the extent that the claim is a personal claim against a person or entity other than the Bank or an assignee or successor of the Bank.
11.09(4)For greater certainty — bankruptcy
For greater certainty, shares that are subject to an order made under subparagraph (1)(b)(ii) and that, immediately before the making of the order, are vested in a trustee in bankruptcy under the Bankruptcy and Insolvency Act are vested in the Bank.
11.09(5)For greater certainty — not a Crown corporation
For greater certainty, the vesting in the Bank of the clearing house’s shares does not cause the clearing house to be a Crown corporation, as defined in subsection 83(1) of the Financial Administration Act.
11.09(6)For greater certainty — exercising rights
For greater certainty, an order made under subsection (1) prevents any person or entity, other than the Bank, who is the holder of shares, debts or other liabilities of the clearing house or who is a party to or a beneficiary of a contract with the clearing house, and any secured creditor or assignee or successor of such a person or entity, from exercising any voting or other rights arising from the person’s or entity’s status in any manner that could defeat or interfere with the rights, powers, privileges and immunities of the Bank as holder of shares or as receiver, as the case may be.
11.09(7)Receiver’s powers
If an order is made under paragraph (1)(a) or subparagraph (1)(b)(i),
11.09(7)(a)
the Bank, as receiver, may exercise its powers, rights, privileges and immunities without leave of a court, but may seek the assistance of a superior court in exercising those powers, rights, privileges and immunities, including by applying to a superior court for an order requesting assistance from a Canadian or foreign court, tribunal, government authority or regulatory body;
11.09(7)(b)
an asset of the clearing house that is acquired from the Bank, as receiver, shall, except to the extent that it is an asset referred to in paragraph (2)(c), be acquired free of any adverse claim of the clearing house or any other person or entity; and
11.09(7)(c)
the Bank, as receiver, may cause or refrain from causing any obligation of the clearing house to be performed and may cause the clearing house to incur an obligation or do so on its behalf.
11.09(8)Effect of appointment as receiver
The Bank shall not, by reason of its appointment as receiver or any action taken by it as receiver, be held to have assumed or incurred any obligation or liability of the clearing house for its own account.
11.09(9)Non-liability — employees
Despite anything in federal or provincial law, the Bank, as receiver, is not liable in respect of an obligation or liability, including one as a successor employer,
11.09(9)(a)
that is in respect of the employees or former employees of the clearing house or a predecessor of the clearing house or in respect of a pension plan for the benefit of those employees or former employees; and
11.09(9)(b)
that existed before the Bank’s appointment as receiver or that is calculated by reference to a period before that appointment.
11.09(10)Liability of other successor employers
Subsection (9) does not affect the liability of a successor employer other than the Bank, as receiver.
11.09(11)Order and action final
An order made under subsection (1) and any action taken or decision made in furtherance of the order are for all purposes final.
11.09(12)Notice
After an order is made under subsection (1), the Governor of the Bank shall, without delay, notify
11.09(12)(a)
the Minister;
11.09(12)(b)
the committee established under subsection 11.04(1);
11.09(12)(c)
the clearing house; and
11.09(12)(d)
any government authority or regulatory body that has entered into an agreement or arrangement with the Bank under section 13.3 related to the clearing and settlement system whose clearing house is the subject of the order.
11.09(13)Publication
The Governor of the Bank shall cause a copy of the order to be published in the Canada Gazette.
11.1Transfer of powers to Bank
11.1(1)
If an order is made under subsection 11.09(1), the powers, duties, functions, rights and privileges of the directors of the clearing house and those of its officers who are responsible for its management are suspended except to the extent that is specified in writing by the Bank. The Bank may exercise those powers, rights and privileges and perform those duties and functions.
11.1(2)Suspension of members’ rights
If an order is made under paragraph 11.09(1)(a), the rights of the members of the Canadian Payments Association to vote or give approvals are suspended and the Bank may exercise those rights.
11.1(3)Suspension of shareholders’ rights
If an order is made under subparagraph 11.09(1)(b)(ii) in respect of a clearing house, the powers, rights and privileges of its shareholders to vote or give approvals are suspended and the Bank may exercise those powers, rights and privileges.