Public Sector Pension Investment Board Act (S.C. 1999, c. 34)

Marginal note:Nominating committee

• 10 (1) The Minister shall establish a nominating committee to establish a list of qualified candidates for proposed appointment as directors. The committee shall consist of eight members appointed as follows:

  • (a) an independent chairperson appointed by the Minister after consulting with the Minister of National Defence and the Minister of Public Safety and Emergency Preparedness who, at the time of appointment,

    • (i) is not entitled to nor has been granted a pension benefit under the Public Service Superannuation Act, the Canadian Forces Superannuation Act or the Royal Canadian Mounted Police Superannuation Act,

    • (ii) is neither entitled to nor has been granted a superannuation or pension benefit of a prescribed kind that is payable out of the Consolidated Revenue Fund and is chargeable to a Superannuation Account or another account in the accounts of Canada or is payable out of a fund, and

    • (iii) is not subject to a superannuation or pension fund or plan under which he or she may become entitled to a benefit referred to in subparagraph (i) or (ii);

  • (b) two members appointed by the Minister, after the Minister has received recommendations from the advisory committee referred to in section 41 of the Public Service Superannuation Act, one of whom must represent persons employed in the public service within the meaning of that Act;

  • (c) one member appointed by the Minister who is in receipt of a pension under any of the Canadian Forces Superannuation Act, the Public Service Superannuation Act and the Royal Canadian Mounted Police Superannuation Act;

  • (d) two members appointed by the Minister of National Defence after that minister has received recommendations from the advisory committee referred to in section 49.1 of the Canadian Forces Superannuation Act; and

  • (e) two members appointed by the Minister of Public Safety and Emergency Preparedness after that minister has received recommendations from the advisory committee referred to in section 25.1 of the Royal Canadian Mounted Police Superannuation Act.

• Marginal note:Term of office

  (2) The members of the nominating committee hold office for five years and are eligible for reappointment for one or more additional terms.

• Marginal note:Removal

  (3) The Minister who appoints a member may remove that member at any time.

• Marginal note:Disqualified persons

  (4) When the nominating committee is establishing a list of suitable candidates for appointment as directors, it shall take into account that the persons referred to in subsection 6(2) are not eligible to be directors.

• Marginal note:Factors for consideration

  (5) When the nominating committee is establishing a list of qualified candidates for proposed appointment as directors, it shall have regard to the desirability of having on the board of directors a sufficient number of directors with proven financial ability or relevant work experience such that the Board will be able to effectively achieve its objects.

• Marginal note:Inclusion of certain candidates

  (6) When including a candidate who the Minister may recommend under subsection 9(3) on a list of qualified candidates for proposed appointment as directors, the nominating committee shall consult the portion of the National Joint Council of the Public Service that represents employees and shall have regard to any factors for consideration provided by that portion of the National Joint Council.

Marginal note:Reappointment of directors

• 11 (1) A director is eligible for reappointment for one or more additional terms of office.

• Marginal note:Removal

  (2) The Governor in Council may remove a director for cause.

• Marginal note:Continuation in office

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

• Marginal note:Vacancy

  (4) If a person ceases to be a director during the term for which the person was appointed, the Minister shall consult the list established by the nominating committee and shall appoint a qualified person to hold office as a director for the remainder of the term.

Marginal note:Remuneration of directors

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

Marginal note:Resignation

• 13 (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.

• Marginal note:Copy of resignation

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

Chairperson

Marginal note:Chairperson

• 14 (1) The Governor in Council shall, on the recommendation of the Minister after the Minister has consulted with the board of directors, the Minister of National Defence and the Minister of Public Safety and Emergency Preparedness, designate one of the directors as Chairperson to hold office during good behaviour.

• Marginal note:Removal

  (2) The Governor in Council may remove the Chairperson for cause.

• Marginal note:Presiding at meetings

  (3) The Chairperson shall preside at all meetings of the board of directors and may exercise the powers and perform the duties and functions that are specified by the board of directors.

• Marginal note:Replacement of Chairperson

  (4) If 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.

• Marginal note:Incapacity of Chairperson

  (5) If the Chairperson is incapable of performing his or her duties or there is a vacancy in the office of Chairperson, the Minister may designate another director to exercise the powers and perform the duties and functions of the Chairperson.

• Marginal note:Remuneration of Chairperson

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

Officers

Marginal note:Appointment of officers

• 15 (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.

• Marginal note:Directors not officers

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

• Marginal note:Two or more offices

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

Standard

Marginal note:Obligation

• 16 (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

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

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

• Marginal note:Special knowledge or skill

  (2) 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.

• Marginal note:Reliance on statements

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

  • (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

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

Marginal note:Duty to comply

• 17 (1) Every director, officer and employee of the Board shall comply with this Act and the by-laws.

• Marginal note:No exculpation

  (2) 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.

Marginal note:Directors’ and officers’ insurance

• 18 (1) The Board may purchase and maintain insurance for the benefit of 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 — and the personal representatives of that person — against any liability incurred by the person in that capacity unless the liability relates to a failure to act honestly and in good faith.

• Marginal note:If no insurance

  (2) If the Board does not purchase and maintain insurance under subsection (1), the Board shall indemnify each person referred to in that subsection, out of the funds, against any liability incurred by the person in that capacity, so long as the person acted honestly and in good faith.

Decisions of Board of Directors

Marginal note:Decisions

19 Apart from the meeting required by section 49, the board of directors, or any committee of the board of directors, need not have any meetings unless required to do so by the by-laws. It shall make decisions by majority vote of a quorum of members, either in person or otherwise, in accordance with the by-laws.

Conflicts of Interest

Marginal note:Disclosure of director’s interest

• 20 (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, as prescribed,

  • (a) as a party to a transaction or proposed transaction with the Board; or

  • (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.

• Marginal note:Time of disclosure for director

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

  • (a) at the meeting at which a proposed transaction is first considered;

  • (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;

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

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

• Marginal note:Time of disclosure for officer

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

  • (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;

  • (b) if the officer becomes interested after the transaction is made, without delay after the officer becomes so interested; or

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

• Marginal note:Time of disclosure for director or officer

  (4) 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.

• Marginal note:Voting

  (5) 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

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

  • (b) one for insurance or indemnity under section 18; or

  • (c) one with a subsidiary.

• Marginal note:Continuing disclosure

  (6) 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.

• Marginal note:Avoidance standards

  (7) 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 not null, void or 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

  • (a) the director or officer disclosed the interest in accordance with subsection (2), (3), (4) or (6);

  • (b) the transaction was approved by the directors; and

  • (c) the transaction was reasonable and fair to the Board at the time it was approved.

• Marginal note:Application to court

  (8) If 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.

• Marginal note:Meaning of transaction

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

General

Marginal note:No constructive notice

21 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.