Canadian Public Accountability Board Act (Ontario), 2006

Bills that amended this Act0

No published amendment links yet for this Act.

Sections38

• 1Purpose of Act

  1 The purpose of this Act is to promote the integrity of financial reporting in Ontario’s capital markets. 2006, c. 33, Sched. D, s. 1.

• 1.
• 2Definitions

  2 (1) In this Act, “audit” means an examination by a public accounting firm that is intended to be in compliance with generally accepted auditing standards of financial statements of a reporting issuer that are intended to be filed with a Canadian or foreign securities regulator; (“vérification”) “Board” means the Canadian Public Accountability Board as described in section 3; (“Conseil”) “Commission” means the Ontario Securities Commission; (“Commission”) “designated professional” means an officer of a participating audit firm, or a partner, employee or independent contractor of a participating audit firm who is involved in a professional capacity in audits of the financial statements of reporting issuers; (“professionnel désigné”) “document” means any physical embodiment of information or ideas and includes written or electronic documents, electronic or computerized data compilations a…

• 2.
• 3Board’s mandate in Ontario established

  3 The Canadian Public Accountability Board, a corporation without share capital incorporated under the Canada Corporations Act by letters patent dated April 15, 2003, with the object of contributing to public confidence in the integrity of financial reporting by public companies, among other things, is hereby authorized to, (a) maintain a register of public accounting firms that audit reporting issuers; and (b) oversee the audit of the financial statements of reporting issuers. 2006, c. 33, Sched. D, s. 3.

• 3.
• 4Chair of OSC, member of Governing Council

  4 The Chair of the Commission may be a member of the Board’s Council of Governors so long as the Board’s by-laws provide that he or she is a member of the Council. 2006, c. 33, Sched. D, s. 4; 2021, c. 8, Sched. 9, s. 38. Section Amendments with date in force (d/m/y) 2021, c. 8, Sched. 9, s. 38 - 29/04/2022

• 4.
• 5Not a Crown agency

  5 (1) The Board is not an agent of the Crown nor a Crown agent for the purposes of the Crown Agency Act. 2006, c. 33, Sched. D, s. 5 (1). Independent from but accountable to the Government of Ontario (2) The Board, in carrying out its mandate and in exercising its powers and duties under this Act, is independent from, but accountable to, the Commission and the Government of Ontario as set out in this Act. 2006, c. 33, Sched. D, s. 5 (2). Section Amendments with date in force (d/m/y) CTS 6 FE 25 - 1 Powers and duties

• 5.
• 6General

  6 (1) The Board may, subject to this Act, its by-laws and its rules, do such things as are necessary to carry out its functions under section 3. 2006, c. 33, Sched. D, s. 6 (1). Specific duties (2) Without limiting the generality of subsection (1), the Board shall, subject to this Act, its by-laws and its rules, (a) establish and maintain requirements for the participation of public accounting firms that audit reporting issuers in the Board’s oversight program; (b) publish and maintain on its website a register of public accounting firms that are participants in the Board’s oversight program; (c) conduct inspections of participating audit firms directly or through or in co-operation with professional regulatory authorities in order to assess the compliance of each participating audit firm with professional standards, the Board’s rules and the firm’s own quality control policies in connec…

• 6.
• 7Board’s letters patent, by-laws, rules

  7 (1) The Board, in carrying out its mandate and in exercising its powers and carrying out its duties under this Act, shall operate in accordance with its letters patent, its by-laws and its rules, all as amended from time to time. 2006, c. 33, Sched. D, s. 7 (1). Rule changes (2) No rule made by the Board after the coming into force of this Act, including any amendment or repeal of any rule of the Board, takes effect in Ontario until it has been approved by the Minister and notice of the approval has been published in The Ontario Gazette and on the Board’s website. 2006, c. 33, Sched. D, s. 7 (2). Repeal of Act (3) The Lieutenant Governor, on the recommendation of the Minister, may by proclamation repeal this Act if the Board’s letters patent or its by-laws are amended and the Minister is of the opinion that the amendments have a negative effect on the operation of this Act. 2006, c. 33…

• 7.
• 8Duty of audit firms

  8 Every participating audit firm shall comply with the applicable by-laws and rules of the Board, the terms of its participation agreement, the terms of any inspection report or investigation report made by the Board as a result of an inspection or investigation of the firm and the decision of any review panel under the Board’s oversight program. 2006, c. 33, Sched. D, s. 8.

• 8.
• 9Annual report

  9 (1) Within 90 days of the end of its fiscal year, the Board shall prepare and submit to the Commission, in accordance with this section and the regulations made under this Act, an annual report on the affairs of the Board for that fiscal year. 2006, c. 33, Sched. D, s. 9 (1). Contents of report (2) The annual report shall contain, (a) information regarding the register of public accounting firms in the Board’s oversight program, including the number of firms that were registered in the year and the number whose registration was terminated; (b) the aggregate amount of fees collected by the Board from participating audit firms and the method used by the Board in the determination of those fees; (c) the number of inspections and the number of investigations of participating audit firms carried out by the Board during the year and a summary of the results of the inspections and investigati…

• 9.
• 10Rules

  10 (1) The Board shall govern the conduct of its oversight program in accordance with its rules. 2006, c. 33, Sched. D, s. 10 (1). Same (2) In addition to any matters that the Board is entitled to deal with in its rules, for the purposes of, and subject to the provisions of, this Act, the rules shall deal with the following aspects of its oversight program: 1. The participation and withdrawal or termination of participation by participating audit firms, including the application process, the form of the participation agreement and eligibility for audit firms to become participating audit firms. 2. The collection of personal information from designated professionals. 3. The designation of professional standards applicable to participating audit firms. 4. Procedures to be followed by the Board in conducting inspections, including the persons entitled to be present, co-operation obligations…

• 10.
• 11Board’s access to information

  11 (1) The Board may require a participating audit firm to provide it with all the documents and information that the audit firm obtained or prepared in order to perform the audit firm’s audit of a reporting issuer and that, (a) in the case of a reporting issuer to which the Business Corporations Act applies, are required to be supplied by the reporting issuer to the auditor under subsections 153 (5), (6) and (7) of that Act or under any other Act; or (b) in the case of any other reporting issuer, are required to be supplied by the reporting issuer to the auditor under the laws of the jurisdiction under which it is incorporated or organized. 2006, c. 33, Sched. D, s. 11 (1). Confidentiality of documents, etc. (2) All documents and other information prepared for or received by the Board in the exercise of its mandate and all deliberations of the Board and its employees and agents, in conn…

• 11.
• 12Appeal to Divisional Court

  12 (1) A party to a hearing before a review panel established by the Board may appeal from the panel’s decision to the Divisional Court in accordance with the rules of court. 2006, c. 33, Sched. D, s. 12 (1). Question of law only (2) An appeal under subsection (1) may be made on a question of law only. 2006, c. 33, Sched. D, s. 12 (2). Arbitration (3) In lieu of an appeal under subsection (1), a party, other than the Board, may refer the matter to binding arbitration. 2006, c. 33, Sched. D, s. 12 (3). Application of Arbitration Act, 1991 (4) Subject to the regulations made under this Act, the Arbitration Act, 1991 applies to an arbitration proceeding under this Act. 2006, c. 33, Sched. D, s. 12 (4). Board a party (5) The Board is a party to an appeal or arbitration. 2006, c. 33, Sched. D, s. 12 (5). Right to be heard (6) The Minister is entitled to be heard, by counsel or otherwise, upon…

• 12.
• 13Notification of securities regulators

  13 (1) Despite subsection 11 (2), if the Board is provided with any document or other information that provides reasonable grounds to believe that any person or company may have contravened any law, the Board may notify the Commission, any regulatory authority, law enforcement agency or professional regulatory authority as the Board considers appropriate that it has discovered evidence of a contravention of the law, but the Board shall not disclose, (a) privileged documents, privileged information or information based on privileged information or documents; or (b) any specific information relating to the business, affairs or financial condition of a participating audit firm or of the client of any participating audit firm except to the extent that the disclosure is authorized in writing by all persons and companies whose interests might reasonably be affected by the disclosure. 2006, c. …

• 13.
• 14Disclosure to foreign auditor oversight bodies

  14 (1) Despite subsection 11 (2), the Board may provide documents or other information to a foreign auditor oversight body relevant to that body’s review of an audit carried out on a reporting issuer that carries on business in that body’s jurisdiction. 2006, c. 33, Sched. D, s. 14 (1). Exception (2) The Board shall not provide privileged documents, privileged information or information based on privileged information or documents to a foreign auditor oversight body. 2006, c. 33, Sched. D, s. 14 (2); 2020, c. 11, Sched. 2, s. 2. Section Amendments with date in force (d/m/y) 2020, c. 11, Sched. 2, s. 2 - 08/07/2020

• 14.
• 15Immunity from liability

  15 (1) No action or other proceeding for damages may be instituted against any member of the Council of Governors, any industry member as defined in the by-laws of the Board, any member of the Board’s board of directors or any officer, employee or agent of the Board for any act done in good faith in the performance or intended performance of any duty or in the exercise or the intended exercise of any power under this Act, or for any neglect or default in the performance or exercise in good faith of such duty or power. 2006, c. 33, Sched. D, s. 15 (1). Liability of Board (2) Subsection (1) does not relieve the Board of liability in respect of a tort committed by a person mentioned in subsection (1) to which it would otherwise be subject. 2006, c. 33, Sched. D, s. 15 (2).

• 15.
• 16Regulations

  16 (1) The Minister may make regulations, (a) governing the preparation and submission of annual reports and budgets under section 9 and prescribing information to be included in the reports; (b) naming instruments for the purposes of clause 9 (3) (a); (c) prescribing rules in relation to the oversight program of the Board and providing that they shall be deemed to be rules of the Board; (d) governing arbitrations under section 12. 2006, c. 33, Sched. D, s. 16 (1). Same (2) A regulation made under subsection (1) has effect only in Ontario. 2006, c. 33, Sched. D, s. 16 (2).

• 16.
• 17

  17 Omitted (provides for amendments to this Act). 2006, c. 33, Sched. D, s. 17.

• 17.
• 18

  18 Omitted (provides for coming into force of provisions of this Act). 2006, c. 33, Sched. D, s. 18.

• 18.
• 19

  19 Omitted (enacts short title of this Act). 2006, c. 33, Sched. D, s. 19. ______________

• 19.