Canada Development Investment Corporation Act

An Act to continue the Canada Development Investment Corporation Short title This Act may be cited as the Canada Development Investment Corporation Act. Definitions The following definitions apply in this Act. agent corporation has the same meaning as in subsection 83(1) of the Financial Administration Act. (société mandataire) Board means the board of directors of the Corporation. (conseil) Corporation means the Canada Development Investment Corporation continued under section 5. (Corporation) director means a member of the Board. (administrateur) designated Minister means the Minister of Finance or, if another federal minister is designated under section 4, that minister. (ministre désigné) wholly-owned subsidiary has the same meaning as in subsection 83(1) of the Financial Administration Act. (filiale à cent pour cent) Inconsistency In the event of any inconsistency between this Act and Part X of the Financial Administration Act, this Act prevails to the extent of the inconsistency. Order in council The Governor in Council may, by order, designate any federal minister to be the designated Minister referred to in this Act. Continuation The Canada Development Investment Corporation, incorporated under the Canada Business Corporations Act, is continued as a corporation under this Act. Head office The head office of the Corporation is to be in Toronto unless the Governor in Council by order designates another place in Canada. Agent of His Majesty The Corporation is for all purposes an agent of His Majesty in right of Canada. Contracts The Corporation, or any of its subsidiaries that are an agent of His Majesty in right of Canada, may enter into contracts with His Majesty as though they were not an agent of His Majesty. Capacity In carrying out its purpose, the Corporation has the capacity, rights, powers and privileges of a natural person. Mandate The mandate of the Corporation is to assist in the creation and development of businesses, resources, property and industries of Canada. Commercial manner In carrying out its mandate, the Corporation must conduct all of its activities in the best interests of Canada and must do so in a commercial manner. Scope of activities In carrying out its mandate, the Corporation may provide advice and support to the Government of Canada, including to ministers of His Majesty in right of Canada, to departments, commissions, boards and agencies of the Government of Canada and to Crown corporations as defined in subsection 83(1) of the Financial Administration Act, respecting financial, commercial, economic and strategic matters arising in Canada or relating to Canada’s interests; may invest in entities owning property or carrying on business related to the economic interests of Canada, including by acquiring their shares or securities; may invest in ventures or enterprises, including through the acquisition of property, likely to benefit Canada; may do all things that are necessary for the management, control or disposal of its assets or those assigned to it by the Government of Canada; and is to perform any duties or functions required to be performed by the Corporation under any other Act. Composition of Board The Board consists of a chairperson, the chief executive officer and at least 2 but not more than 10 other directors. Appointment — directors Each director, other than the chairperson and the chief executive officer, is to be appointed by the designated Minister, with the approval of the Governor in Council, to hold office during pleasure for a term of not more than four years such that, to the extent possible, the terms of office of not more than one half of the directors end in any one year. Appointment — chairperson and chief executive officer The chairperson and chief executive officer are to be appointed by the Governor in Council, after consultation by the designated Minister with the Board, to hold office during pleasure for terms that the Governor in Council considers appropriate. Absence or incapacity — chairperson If the chairperson is absent or unable to act or if 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 90 days without the approval of the Governor in Council. Absence or incapacity — chief executive officer If the chief executive officer is absent or unable to act or if the office of chief executive officer is vacant, the Board may authorize an officer or employee of the Corporation to act as chief executive officer, but that person is not authorized to act as chief executive officer for a period of more than 90 days without the approval of the Governor in Council. Ceasing to hold office The Governor in Council may terminate the appointment of, or remove or suspend, any director. No overlapping offices A person is not entitled to hold the offices of chairperson and chief executive officer at the same time. Reappointment The chairperson and chief executive officer are eligible to be reappointed. Continuation in office Despite subsection (1), if a director, other than the chairperson and chief executive officer, is not appointed to take office when the term of an incumbent director ends, the incumbent director continues in office until their successor is appointed. Compensation The directors and employees of the Corporation, or of any of its wholly-owned subsidiaries that are agent corporations, 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. Non-application Section 91 of the Financial Administration Act does not apply in respect of the Corporation or any of its wholly-owned subsidiaries. Concurrence required The Corporation and any of its wholly-owned subsidiaries must not procure the incorporation, dissolution or amalgamation of their subsidiaries, or acquire or dispose of any shares in their subsidiaries, without the concurrence of the designated Minister, unless they are already exempted under another Act of Parliament from the application of section 91 of the Financial Administration Act in respect of that transaction. Guarantees The Corporation and any of its wholly-owned subsidiaries that are agent corporations are authorized to give guarantees in relation to any person in accordance with any terms or conditions specified by the Minister of Finance. Exclusion In calculating any applicable limit on the total value of the guarantees that the Corporation or any of its wholly-owned subsidiaries that are agent corporations are authorized to give under subsection (1) or under any other Act of Parliament, the value of any guarantees that the Corporation or subsidiary has insured or reinsured or with respect to which the Corporation or subsidiary has a right, by agreement, to be indemnified must not be taken into account. Disposal and lease of property The Corporation, or any of its wholly-owned subsidiaries that are agent corporations, may sell or otherwise dispose of or lease any property they hold and may retain and use the proceeds of the disposal or lease. Not an agent If a subsidiary of the Corporation is not expressly declared by or under any other Act of Parliament to be an agent of the Crown, the Governor in Council may, by order, declare that it is not an agent of His Majesty in right of Canada. Wholly-owned subsidiary — delay Despite the definition wholly-owned subsidiary in subsection 83(1) of the Financial Administration Act, any entity that becomes a wholly-owned subsidiary of the Corporation — through the realization of a security interest or through anything done under the Companies’ Creditors Arrangement Act or any other similar Act of Parliament or law of any foreign jurisdiction — is deemed not to be a wholly-owned subsidiary of the Corporation for 180 days, or any longer period specified by the Governor in Council, beginning on the day on which it becomes a wholly-owned subsidiary of the Corporation. Privileged information Subject to subsection (2), any information obtained by the Corporation or any of its subsidiaries in relation to entities in which they hold investments, other than wholly-owned subsidiaries, is privileged and a director, officer, employee or agent or mandatary of or adviser or consultant to the Corporation or any of its subsidiaries must not knowingly communicate, disclose or make available the information or permit it to be communicated, disclosed or made available. Authorized disclosure Privileged information may be communicated, disclosed or made available if it is communicated, disclosed or made available for the purpose of the administration or enforcement of this Act and any related legal proceedings; it is communicated, disclosed or made available for the purpose of prosecuting an offence under any other Act of Parliament; it is communicated, disclosed or made available to the Minister of National Revenue solely for the purpose of administering or enforcing the Income Tax Act or the Excise Tax Act; or it is communicated, disclosed or made available with the written consent of the person to which it relates. Authorized capital The authorized capital of the Corporation is an amount determined by the Minister of Finance, divided into shares with a par value of $100 each. Subscription and payment for shares If the Board recommends that the designated Minister subscribe for unissued shares of the Corporation, the designated Minister may, with the concurrence of the Minister of Finance if the designated Minister is not the Minister of Finance, subscribe at par for the number of shares that the designated Minister considers desirable, and the amount of each subscription is to be paid to the Corporation out of the Consolidated Revenue Fund at the times and in the amounts that the Board requires. Shares not transferable The shares of the capital stock of the Corporation are not transferable and are to be held in trust for His Majesty in right of Canada. Loans to Corporation At the request of the Corporation, the Minister of Finance may lend money to the Corporation out of the Consolidated Revenue Fund on the terms and conditions that the Minister of Finance fixes. Definition of former Corporation In sections 26 and 27, former Corporation means the Canada Development Investment Corporation incorporated under the Canada Business Corporations Act. Copy of order provided to Director The designated Minister must provide the Director, as defined in subsection 2(1) of the Canada Business Corporations Act, with a copy of the order made under section 388 of the Budget 2025 Implementation Act, No. 1. Deeming For the purposes of the Canada Business Corporations Act, the copy of the order is deemed to be a satisfactory notice referred to in subsection 188(7) of that Act. Transfer of shares If the designated Minister is not the Minister of Finance, the Minister of Finance must transfer all the shares of the former Corporation to the designated Minister to hold in trust for His Majesty in right of Canada. Rights preserved For greater certainty, subject to subsection 13(5), the directors of the former Corporation, including the chairperson and chief executive officer, who hold office immediately before the day on which this section comes into force continue to hold that office in the Corporation for the remainder of the term for which they were appointed; the property and rights of the former Corporation are the property and rights of the Corporation; the Corporation is liable for the obligations of the former Corporation; unless the context otherwise requires, every reference to the former Corporation in any contract, instrument or act or other document executed or signed by the former Corporation is to be read as a reference to the Corporation; an existing cause of action, claim or liability to prosecution relating to the former Corporation is unaffected; a civil, criminal or administrative action or proceeding pending by or against the former Corporation may be continued by or against the Corporation; a conviction against, or ruling, order or judgment in favour of or against, the former Corporation may be enforced by or against the Corporation; and the by-laws of the former Corporation continue as the by-laws of the Corporation. Retroactivity Section 8 and subsection 17(2) are deemed to have applied to the subsidiary referred to in section 261 of the Budget Implementation Act, 2024, No. 1 as of December 16, 2024.