Canada Infrastructure Bank Act (S.C. 2017, c. 20, s. 403)

Short Title

Marginal note:Short title

1 This Act may be cited as the Canada Infrastructure Bank Act.

Interpretation

Marginal note:Definitions

2 The following definitions apply in this Act.

Bank

Bank means the Canada Infrastructure Bank established by subsection 5(1). (Banque)

Board

Board means the board of directors of the Bank. (conseil)

Chairperson

Chairperson means the Chairperson of the Board. (président)

Chief Executive Officer

Chief Executive Officer means the chief executive officer of the Bank. (premier dirigeant)

designated Minister

designated Minister means the member of the Queen’s Privy Council for Canada who is designated as the Minister under section 3. (ministre désigné)

director

director means a member of the Board. (administrateur)

infrastructure projects

infrastructure projects means projects described in section 6. (projets d’infrastructures)

joint venture

joint venture means an association of persons, when the relationship among those associated persons does not constitute a corporation, partnership or trust. (coentreprise)

person

person includes a trust, a partnership, a joint venture and an association of natural persons or corporations. (personne)

subsidiary

subsidiary means a subsidiary within the meaning of subsection 83(6) of the Financial Administration Act. (filiale)

wholly-owned subsidiary

wholly-owned subsidiary has the same meaning as in subsection 83(1) of the Financial Administration Act. (filiale à cent pour cent)

Designation and Appropriate Minister

Marginal note:Designation of Minister

3 The Governor in Council may designate a member of the Queen’s Privy Council for Canada to be the Minister for the purposes of this Act.

Marginal note:Appropriate Minister

4 The designated Minister is the appropriate Minister for the Bank for the purposes of Part X of the Financial Administration Act.

Establishment and Organization of the Bank

Status of the Bank

Marginal note:Establishment

• 5 (1) A corporation is established to be known as the Canada Infrastructure Bank.

• Marginal note:Head office

  (2) The head office of the Bank is to be at a place in Canada that is designated by the Governor in Council.

• Marginal note:Capacity

  (3) The Bank has the capacity and, subject to the provisions of this Act and of the regulations, the rights, powers and privileges of a natural person.

• Marginal note:Not a Crown agent

  (4) The Bank is not an agent of Her Majesty in right of Canada, except when

  • (a) giving advice about investments in infrastructure projects to ministers of Her Majesty in right of Canada, to departments, boards, commissions and agencies of the Government of Canada and to Crown corporations as defined in subsection 83(1) of the Financial Administration Act;

  • (b) collecting and disseminating data in accordance with paragraph 7(1)(g);

  • (c) acting on behalf of the government of Canada in the provision of services or programs, and the delivery of financial assistance, specified in paragraph 18(h); and

  • (d) carrying out any activity conducive to the carrying out of its purpose that the Governor in Council may, by order, specify.

Purpose and Functions

Marginal note:Purpose of Bank

6 The purpose of the Bank is to invest, and seek to attract investment from private sector investors and institutional investors, in infrastructure projects in Canada or partly in Canada that will generate revenue and that will be in the public interest by, for example, supporting conditions that foster economic growth or by contributing to the sustainability of infrastructure in Canada.

Marginal note:Functions of Bank

• 7 (1) In order to carry out its purpose, the Bank may do only the following:

  • (a) structure proposals and negotiate agreements, with the proponents of infrastructure projects and with investors in infrastructure projects, with regard to the Government of Canada’s support of those projects;

  • (b) invest in infrastructure projects, including by means of innovative financial tools, and seek to attract investment from private sector investors and institutional investors in infrastructure projects;

  • (c) receive unsolicited proposals for infrastructure projects that come from private sector investors or from institutional investors;

  • (d) support infrastructure projects by, among other things, fostering evidence-based decision making;

  • (e) act as a centre of expertise on infrastructure projects in which private sector investors or institutional investors are making a significant investment;

  • (f) provide advice to all levels of governments with regard to infrastructure projects;

  • (g) collect and disseminate data, in collaboration with the federal, provincial and municipal governments, in order to monitor and assess the state of infrastructure in Canada and to better inform investment decisions in regards to infrastructure projects; and

  • (h) perform any other function conducive to the carrying out of its purpose that the Governor in Council may, by order, specify.

• Marginal note:Cessation of order’s effect

  (2) An order made under paragraph (1)(h) ceases to have effect on the second anniversary of the day on which it is made.

Board and Chief Executive Officer

Marginal note:Membership of Board

• 8 (1) The Bank has a board of directors composed of the Chairperson and not fewer than eight, but not more than 11, other directors.

• Marginal note:Appointment of directors

  (2) Each director, other than the Chairperson, is to be appointed by the Governor in Council to hold office during pleasure for a term of not more than four years that will ensure, to the extent possible, the expiry in any one year of the terms of office of not more than one half of the directors.

• Marginal note:Appointment of Chairperson

  (3) The Chairperson is to be appointed by the Governor in Council to hold office during pleasure for a term that the Governor in Council considers appropriate.

• Marginal note:Committee to advise designated Minister

  (4) The designated Minister may establish a committee to provide him or her with advice on the appointment of directors. The committee is to include representation from the Board.

• Marginal note:Consultation

  (5) The designated Minister may undertake any other consultations as to the appointment of directors that he or she considers appropriate, including with the provinces.

• Marginal note:Termination of appointment

  (6) The Governor in Council may terminate the appointment of, or remove or suspend, any director. However, before terminating the appointment of or removing or suspending the Chairperson, the Governor in Council must consult with the Board. The Board may also, with the approval of the Governor in Council, terminate the appointment of or remove or suspend any director.

• Marginal note:Reappointment

  (7) A director is eligible for reappointment.

• Marginal note:Continuation in office

  (8) Despite subsection (2), if a director is not appointed to take office on the expiry of the term of an incumbent director, other than the Chairperson, the incumbent director continues in office until their successor is appointed.

• Marginal note:Absence or incapacity

  (9) If the Chairperson is absent or unable to act or the office of Chairperson is vacant, the Board may authorize one of the other directors to act as Chairperson, but that person is not authorized to act as Chairperson for a period of more than 180 days without the approval of the Governor in Council.

Marginal note:Appointment of Chief Executive Officer

• 9 (1) A Chief Executive Officer is to be appointed by the Board to hold office during pleasure for a term to be fixed by the Board. The appointment and term of office are subject to the approval of the Governor in Council.

• Marginal note:Termination of appointment

  (2) The Governor in Council may, after consulting with the Board, terminate the appointment of or remove or suspend the Chief Executive Officer. The Board may also, with the approval of the Governor in Council, terminate the appointment of or remove or suspend the Chief Executive Officer.

• Marginal note:Full-time office

  (3) The Chief Executive Officer must carry out the duties and functions of his or her office on a full-time basis.

• Marginal note:Absence or incapacity

  (4) If the Chief Executive Officer is absent or unable to act or the office of Chief Executive Officer is vacant, the designated Minister may appoint a person to act as Chief Executive Officer.

• Marginal note:Attendance at Board meetings

  (5) Subject to any by-law of the Board, the Chief Executive Officer may attend meetings of the Board or any committee of the Board.

Marginal note:Ineligibility for appointment

10 An individual is not eligible to be appointed as the Chief Executive Officer, the Chairperson or a director if the individual

• (a) is less than 18 years of age;

• (b) has the status of bankrupt;

• (c) is employed in the federal public administration or by a provincial, municipal or local authority; or

• (d) is a member of the Senate or House of Commons or a member of the legislature of a province.

Marginal note:No overlapping offices

11 An individual is not entitled to hold the offices of Chairperson and Chief Executive Officer at the same time.

Marginal note:Remuneration

• 12 (1) The Chief Executive Officer, the Chairperson and each of the other directors are to be paid by the Bank remuneration for their services in respect of that office.

• Marginal note:Rate of remuneration — directors

  (2) The rate of any remuneration paid to the Chairperson and the other directors is to be fixed by the Governor in Council.

• Marginal note:Rate of remuneration — Chief Executive Officer

  (3) The rate of any remuneration paid to the Chief Executive Officer is to be fixed by the Governor in Council on the recommendation of the Board. In making its recommendation, the Board is to take into account the skills required for the position and the remuneration paid to persons in comparable positions.

Marginal note:Expenses of directors

• 13 (1) Each director is to be paid by the Bank reasonable travel and living expenses incurred in connection with their services in respect of that office while absent from their ordinary place of residence.

• Marginal note:Expenses of Chief Executive Officer

  (2) The Chief Executive Officer is to be paid by the Bank reasonable travel and living expenses incurred in connection with his or her services in respect of that office while absent from his or her ordinary place of work.

Marginal note:Accident compensation

14 The directors and the officers and the employees of the Bank are deemed to be employees for the purposes of the Government Employees Compensation Act and to be employed in the federal public administration for the purposes of any regulations made under section 9 of the Aeronautics Act.

Marginal note:Committees of Board

• 15 (1) The Board may establish any committee of the Board that it considers advisable and may determine the committee’s composition and duties and the tenure of its members.

• Marginal note:Delegation of powers

  (2) The Board may delegate powers to any of its committees to act in all matters that are not by this Act or any by-law or resolution specifically reserved to the Board.

Financial Management and Control

Marginal note:Corporate plans

16 The Bank must annually submit a corporate plan to the designated Minister, who may, with the concurrence of the Minister of Finance, recommend it for the approval of the Governor in Council.

Marginal note:Operating budgets

• 17 (1) The Bank must annually submit an operating budget for its next financial year to the designated Minister, who may, with the concurrence of the Minister of Finance, recommend it for the approval of the Treasury Board.

• Marginal note:Capital budgets

  (2) The Bank must annually submit a capital budget for its next financial year to the designated Minister, who may, with the concurrence of the Minister of Finance, recommend it for the approval of the Treasury Board.

Certain Bank Powers

Marginal note:Investments, etc.

18 In particular, the Bank may

• (a) make investments in any person, including by way of equity investment in, or by making a loan to or acquiring a derivative from, the person;

• (b) extend credit or provide liquidity to, or in relation to, any person;

• (c) acquire and deal with as its own any investment made by another person;

• (d) acquire and hold security or a security interest, including, in Quebec, a right in a security, of any kind and in any form for the due discharge of obligations under an investment or agreement that it makes;

• (e) surrender the security, security interest or right in the security and acquire and hold, in exchange, security or a security interest, including, in Quebec, a right in a security, of any kind and in any form;

• (f) realize the security, security interest or right in the security made, acquired or held by it on the investment or agreement;

• (g) exchange, sell, assign, convey or otherwise dispose of, or lease, the investment, agreement, security, security interest or right in a security;

• (h) enter into arrangements or agreements with, and act as agent or mandatary for, any department or agency of the government of Canada or a province, or any other body or person, for the provision of services or programs to, by, on behalf of or jointly with that body or person, and deliver financial assistance on their behalf under the arrangement or agreement;

• (i) accept any interest or rights in real property or personal property or any rights in immovables or movables as security for the due performance of any arrangement or agreement with the Bank;

• (j) determine and charge interest and any other form of compensation for services provided by the Bank in the exercise of its powers or the performance of its functions under this Act;

• (k) acquire and dispose of any interest or right in any entity by any means; and

• (l) acquire, hold, exchange, sell or otherwise dispose of, or lease, any interest or rights in real property or personal property or any right in immovables or movables and retain and use the proceeds of disposition.