Bank Act (S.C. 1991, c. 46)

PART XIIIRegulation of Banks — Superintendent

Supervision

Returns

Marginal note:Required information

• 628 (1) A bank shall provide the Superintendent with such information, at such times and in such form as the Superintendent may require.

• (2) [Repealed, 1997, c. 15, s. 86]

629 [Repealed, 2007, c. 6, s. 102]

630 [Repealed, 2007, c. 6, s. 102]

631 [Repealed, 2007, c. 6, s. 102]

Marginal note:Names of directors and auditors

• 632 (1) A bank shall, within thirty days after each annual meeting of the bank, provide the Superintendent with a return showing

  • (a) the name, residence and citizenship of each director holding office immediately following the meeting;

  • (b) the mailing address of each director holding office immediately following the meeting;

  • (c) the bodies corporate of which each director referred to in paragraph (a) is an officer or director and the firms of which each director is a member;

  • (d) the affiliation, within the meaning of section 162, with the bank of each director referred to in paragraph (a);

  • (e) the names of the directors referred to in paragraph (a) who are officers or employees of the bank or any affiliate of the bank, and the positions they occupy;

  • (f) the name of each committee of the bank on which each director referred to in paragraph (a) serves;

  • (g) the date of expiration of the term of each director referred to in paragraph (a); and

  • (h) the name, address and date of appointment of the auditor or auditors of the bank.

• Marginal note:Changes

  (2) Where

  • (a) any information relating to a director or an auditor of a bank shown in the latest return made to the Superintendent under subsection (1), other than information referred to in paragraph (1)(c) or (d), becomes inaccurate or incomplete,

  • (b) a vacancy in the office of auditor of the bank occurs or is filled by another person, or

  • (c) a vacancy on the board of directors of the bank occurs or is filled,

  the bank shall forthwith provide the Superintendent with such information as is required to maintain the return in a complete and accurate form.

Marginal note:Copy of by-laws

633 A bank shall send to the Superintendent, within thirty days after the coming into effect of a by-law or an amendment to a by-law, a copy of the by-law or amendment.

Marginal note:Register of banks

• 634 (1) The Superintendent shall, in respect of each bank for which an order approving the commencement and carrying on of business has been made, cause a register to be maintained containing a copy of

  • (a) the incorporating instrument of the bank; and

  • (b) the information referred to in paragraphs 632(1)(a), (c) and (e) to (h) contained in the latest return sent to the Superintendent under section 632.

• Marginal note:Form

  (2) The register may be maintained in

  • (a) a bound or loose-leaf form or in a photographic film form; or

  • (b) a system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time.

• Marginal note:Access

  (3) Persons are entitled to reasonable access to the register and may make copies of or take extracts from the information in it.

• Marginal note:Evidence

  (4) A statement containing information in the register and purporting to be certified by the Superintendent is admissible in evidence in all courts as proof, in the absence of evidence to the contrary, of the facts stated in the statement without proof of the appointment or signature of the Superintendent.

Marginal note:Certificate

634.1 On the application of a bank that has been incorporated by a special Act of Parliament, the Superintendent may issue a certificate stating that the bank was incorporated by a special Act of Parliament, and may include with the certificate any information in the Superintendent’s possession that relates to the bank’s incorporation.

Marginal note:Production of information and documents

• 635 (1) The Superintendent may, by order, direct a person who controls a bank or any entity that is affiliated with a bank to provide the Superintendent with any information or documents that may be specified in the order if the Superintendent believes that the production of the information or documents is necessary in order to be satisfied that

  • (a) the provisions of this Act are being duly observed and that the bank is in a sound financial condition; or

  • (b) the bank has adequate policies and procedures to protect itself against threats to its integrity or security.

• Marginal note:Time

  (2) Any person to whom a direction has been issued under subsection (1) shall provide the information or documents specified in the order within the time specified in the order and, where the order does not specify a time, the person shall provide the information or documents within a reasonable time.

• Marginal note:Exemption

  (3) Subsection (1) does not apply in respect of an entity that controls a bank or is affiliated with a bank where that entity is a financial institution regulated

  • (a) by or under an Act of Parliament; or

  • (b) by or under an Act of the legislature of a province where the Superintendent has entered into an agreement with the appropriate official or public body responsible for the supervision of financial institutions in that province concerning the sharing of information on such financial institutions.

Marginal note:Confidential information

• 636 (1) Subject to section 639, all information regarding the business or affairs of a bank or a foreign bank, or regarding a person dealing with a bank or a foreign bank, that is obtained by the Superintendent, or by any person acting under the direction of the Superintendent, as a result of the administration or enforcement of any Act of Parliament, and all information prepared from that information, is confidential and shall be treated accordingly.

• Marginal note:Disclosure permitted

  (2) Nothing in subsection (1) prevents the Superintendent from disclosing any information

  • (a) to any government agency or body that regulates or supervises financial institutions, for purposes related to that regulation or supervision,

  • (a.01) to any other agency or body that regulates or supervises financial institutions, for purposes related to that regulation or supervision,

  • (a.1) to the Canada Deposit Insurance Corporation for purposes related to its operation, and

  • (b) to the Deputy Minister of Finance or any officer of the Department of Finance authorized in writing by the Deputy Minister of Finance or to the Governor of the Bank of Canada or any officer of the Bank of Canada authorized in writing by the Governor of the Bank of Canada, for the purposes of policy analysis related to the regulation of financial institutions,

  if the Superintendent is satisfied that the information will be treated as confidential by the agency, body or person to whom it is disclosed.

Marginal note:Regulations

637 The Governor in Council may make regulations prohibiting, limiting or restricting the disclosure by banks of prescribed supervisory information.

Marginal note:Evidentiary privilege

• 638 (1) Prescribed supervisory information shall not be used as evidence in any civil proceedings and is privileged for that purpose.

• Marginal note:No testimony or production

  (2) No person shall by an order of any court, tribunal or other body be required in any civil proceedings to give oral testimony or to produce any document relating to any prescribed supervisory information.

• Marginal note:Exceptions to subsection (1)

  (3) Despite subsection (1),

  • (a) the Minister, the Superintendent or the Attorney General of Canada may, in accordance with the regulations, if any, use prescribed supervisory information as evidence in any proceedings; and

  • (b) a bank may, in accordance with the regulations, if any, use prescribed supervisory information as evidence in any proceedings in relation to the administration or enforcement of this Act or the Winding-up and Restructuring Act that are commenced by the bank, the Minister, the Superintendent or the Attorney General of Canada.

• Marginal note:Exceptions to subsections (1) and (2)

  (4) Despite subsections (1) and (2) and section 39.1 of the Office of the Superintendent of Financial Institutions Act, a court, tribunal or other body may, by order, require the Minister, the Superintendent or a bank to give oral testimony or to produce any document relating to any prescribed supervisory information in any civil proceedings in relation to the administration or enforcement of this Act that are commenced by the Minister, the Superintendent, the Attorney General of Canada or the bank.

• Marginal note:No waiver

  (5) The disclosure of any prescribed supervisory information, other than under subsection (3) or (4), does not constitute a waiver of the privilege referred to in subsection (1).

• Marginal note:Regulations

  (6) The Governor in Council may, for the purposes of subsection (3), make regulations respecting the circumstances in which prescribed supervisory information may be used as evidence.

Marginal note:No waiver

• 638.1 (1) For greater certainty, the disclosure by a bank — or by a person who controls a bank or by an entity that is affiliated with a bank — to the Superintendent of any information that is subject to a privilege under the law of evidence, solicitor-client privilege or the professional secrecy of advocates and notaries or to litigation privilege does not constitute a waiver of any of those privileges or that secrecy.

• Marginal note:No disclosure

  (2) The Superintendent shall not disclose any information referred to in subsection (1) to any person whose powers, duties or functions include

  • (a) the investigation or prosecution of an offence under any Act of Parliament or of the legislature of a province; or

  • (b) the investigation of, or conduct of proceedings in respect of, a violation under an Act referred to in paragraph (a).

Marginal note:Disclosure by Superintendent

• 639 (1) The Superintendent shall disclose, at such times and in such manner as the Minister may determine, such information obtained by the Superintendent under this Act as the Minister considers ought to be disclosed for the purposes of the analysis of the financial condition of a bank and that

  • (a) is contained in returns filed pursuant to the Superintendent’s financial regulatory reporting requirements in respect of banks; or

  • (b) has been obtained as a result of an industry-wide or sectoral survey conducted by the Superintendent in relation to an issue or circumstances that could have an impact on the financial condition of banks.

• Marginal note:Prior consultation required

  (2) The Minister shall consult with the Superintendent before making any determination under subsection (1).

Marginal note:Disclosure by a bank

• 640 (1) A bank shall make available to the public such information concerning

  • (a) the compensation of its executives, as that expression is defined by the regulations, and

  • (b) its business and affairs for the purposes of the analysis of its financial condition,

  in such form and manner and at such times as may be required by or pursuant to such regulations as the Governor in Council may make for the purpose.

• Marginal note:Exemption by regulation

  (2) Paragraph (1)(a) does not apply to a bank that is within such class or classes of banks as may be prescribed.

Marginal note:Exceptions to disclosure

641 Subject to any regulations made under paragraph 627.998(n), no information obtained by a bank regarding any of its customers shall be disclosed or made available under subsection 639(1) or section 640.

Marginal note:Report respecting disclosure

642 The Superintendent shall prepare a report, to be included in the report referred to in section 40 of the Office of the Superintendent of Financial Institutions Act, respecting the disclosure of information by banks and describing the state of progress made in enhancing the disclosure of information in the financial services industry.

Inspection of Banks

Marginal note:Examination of banks

• 643 (1) The Superintendent, from time to time, but at least once in each calendar year, shall make or cause to be made any examination and inquiry into the business and affairs of each bank that the Superintendent considers to be necessary or expedient to determine whether the bank is complying with the provisions of this Act, whether the bank is in a sound financial condition and whether the bank has adequate policies and procedures to protect itself against threats to its integrity or security. After the conclusion of each examination and inquiry, the Superintendent shall report on it to the Minister.

• (1.1) [Repealed, 2023, c. 26, s. 556]

• Marginal note:Access to records of bank

  (2) The Superintendent or a person acting under the Superintendent’s direction

  • (a) has a right of access to any records, cash, assets and security held by or on behalf of a bank; and

  • (b) may require the directors, officers and the auditor or auditors of a bank to provide information and explanations, to the extent that they are reasonably able to do so, in respect of the condition and affairs of the bank or any entity in which the bank has a substantial investment.