Canada Infrastructure Bank Act

An Act to establish the Canada Infrastructure Bank Short title This Act may be cited as the Canada Infrastructure Bank Act. Definitions The following definitions apply in this Act. Bank means the Canada Infrastructure Bank established by subsection 5(1). (Banque) Board means the board of directors of the Bank. (conseil) Chairperson means the Chairperson of the Board. (président) Chief Executive Officer means the chief executive officer of the Bank. (premier dirigeant) 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 means a member of the Board. (administrateur) infrastructure projects means projects described in section 6. (projets d’infrastructures) joint venture means an association of persons, when the relationship among those associated persons does not constitute a corporation, partnership or trust. (coentreprise) person includes a trust, a partnership, a joint venture and an association of natural persons or corporations. (personne) subsidiary means a subsidiary within the meaning of subsection 83(6) of the Financial Administration Act. (filiale) wholly-owned subsidiary has the same meaning as in subsection 83(1) of the Financial Administration Act. (filiale à cent pour cent) Designation of Minister 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. Appropriate Minister The designated Minister is the appropriate Minister for the Bank for the purposes of Part X of the Financial Administration Act. Establishment A corporation is established to be known as the Canada Infrastructure Bank. Head office The head office of the Bank is to be at a place in Canada that is designated by the Governor in Council. Capacity 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. Not a Crown agent The Bank is not an agent of Her Majesty in right of Canada, except when 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; collecting and disseminating data in accordance with paragraph 7(1)(g); 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 carrying out any activity conducive to the carrying out of its purpose that the Governor in Council may, by order, specify. Purpose of Bank 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. Functions of Bank In order to carry out its purpose, the Bank may do only the following: 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; 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; receive unsolicited proposals for infrastructure projects that come from private sector investors or from institutional investors; support infrastructure projects by, among other things, fostering evidence-based decision making; act as a centre of expertise on infrastructure projects in which private sector investors or institutional investors are making a significant investment; provide advice to all levels of governments with regard to infrastructure projects; 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 perform any other function conducive to the carrying out of its purpose that the Governor in Council may, by order, specify. Cessation of order’s effect An order made under paragraph (1)(h) ceases to have effect on the second anniversary of the day on which it is made. Membership of Board The Bank has a board of directors composed of the Chairperson and not fewer than eight, but not more than 11, other directors. Appointment of directors 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. Appointment of Chairperson 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. Committee to advise designated Minister 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. Consultation The designated Minister may undertake any other consultations as to the appointment of directors that he or she considers appropriate, including with the provinces. Termination of appointment 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. Reappointment A director is eligible for reappointment. Continuation in office 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. Absence or incapacity 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. Appointment of Chief Executive Officer 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. 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. Full-time office The Chief Executive Officer must carry out the duties and functions of his or her office on a full-time basis. 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. Attendance at Board meetings Subject to any by-law of the Board, the Chief Executive Officer may attend meetings of the Board or any committee of the Board. Ineligibility for appointment An individual is not eligible to be appointed as the Chief Executive Officer, the Chairperson or a director if the individual is less than 18 years of age; has the status of bankrupt; is employed in the federal public administration or by a provincial, municipal or local authority; or is a member of the Senate or House of Commons or a member of the legislature of a province. No overlapping offices An individual is not entitled to hold the offices of Chairperson and Chief Executive Officer at the same time. Remuneration 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. Rate of remuneration — directors The rate of any remuneration paid to the Chairperson and the other directors is to be fixed by the Governor in Council. Rate of remuneration — Chief Executive Officer 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. Expenses of directors 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. Expenses of Chief Executive Officer 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. Accident compensation 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. Committees of Board 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. Delegation of powers 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. Corporate plans 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. Operating budgets 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. Capital budgets 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. Investments, etc. In particular, the Bank may 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; extend credit or provide liquidity to, or in relation to, any person; acquire and deal with as its own any investment made by another person; 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; 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; realize the security, security interest or right in the security made, acquired or held by it on the investment or agreement; exchange, sell, assign, convey or otherwise dispose of, or lease, the investment, agreement, security, security interest or right in a security; 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; 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; 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; acquire and dispose of any interest or right in any entity by any means; and 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. Loan guarantees — limitation The Bank may provide loan guarantees only in accordance with this section. Recommendation The Bank may recommend to the designated Minister that the Minister of Finance approve a loan guarantee with respect to an infrastructure project. If the designated Minister concurs with the recommendation, he or she is to recommend to the Minister of Finance that the Minister of Finance approve the loan guarantee. Power to provide The Bank may provide a loan guarantee with respect to an infrastructure project only if the Minister of Finance approves the loan guarantee. Non-application of provision Section 91 of the Financial Administration Act does not apply to or in respect of the Bank or a wholly-owned subsidiary of the Bank. Subsidiaries — Ministerial authorization The Bank or a wholly-owned subsidiary of the Bank may procure the incorporation, dissolution or amalgamation of its subsidiaries, and acquire or dispose of any shares in its subsidiaries, only with the concurrence of the designated Minister. Recommendation for loan or loan guarantee The Bank may recommend to the designated Minister that the Minister of Finance make a loan or provide a loan guarantee with respect to an infrastructure project. If the designated Minister concurs with the recommendation, he or she is to recommend to the Minister of Finance that the Minister of Finance make the loan or provide the loan guarantee. Power to make loan or provide loan guarantee The Minister of Finance, on the recommendation of the designated Minister, may make a loan or provide a loan guarantee with respect to the infrastructure project. Capital payments The Minister of Finance may pay to the Bank, out of the Consolidated Revenue Fund, amounts of not more than $45,000,000,000 in the aggregate, or any greater aggregate amount that may be authorized from time to time under an appropriation Act. Loans to the Bank At the request of the Bank, the Minister of Finance may lend money to the Bank, on the recommendation of the designated Minister, out of the Consolidated Revenue Fund, on any terms and conditions that the Minister of Finance may fix. Capital and shares The capital of the Bank is $100, divided into 10 shares having a par value of $10 each. The shares are to be issued to the designated Minister to be held on behalf of Her Majesty in right of Canada. Registration The shares issued to the designated Minister are to be registered by the Bank in the name of the designated Minister. Financial year The financial year of the Bank is the period of 12 months beginning on April 1 and ending on the next March 31, unless the Governor in Council directs otherwise. Five-year review Every five years beginning on the day on which this Act comes into force, the designated Minister must have a review of the provisions and operation of this Act undertaken. Report to Parliament Within one year after the review is undertaken, the designated Minister must cause a copy of the report on the review to be laid before each House of Parliament. Review of report The report must be reviewed by any committee of the Senate or of the House of Commons, or any joint committee, that may be designated or established for the purpose of reviewing the report. Privileged information Subject to subsection (2), all information obtained by the Bank, by any of the Bank’s subsidiaries or by any of the subsidiaries of the Bank’s wholly-owned subsidiaries in relation to the proponents of, or private sector investors or institutional investors in, infrastructure projects is privileged and a director, officer, employee, or agent or mandatary of, or adviser or consultant to, the Bank, any of its subsidiaries, or any of the subsidiaries of its wholly-owned 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 in the following circumstances: it is communicated, disclosed or made available for the purpose of the administration or enforcement of this Act and legal proceedings related to it; it is communicated, disclosed or made available for the purpose of prosecuting an offence under this Act or 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 whom the information relates. Use of Bank’s name, initials or acronyms Except with the written consent of the Bank, a person must not in any prospectus or advertisement, or for any other business purpose, use the name of the Bank, the initials “C.I.B.” or “B.I.C.” or the acronyms “CIB” or “BIC” in reference to any function of the Bank under section 7. Auditors The Auditor General of Canada and an auditor appointed annually by the Governor in Council under subsection 134(1) of the Financial Administration Act are the auditors of the Bank. Offence A person who contravenes section 28 or 29 is guilty of an offence and liable on summary conviction to a fine of not more than $10,000 or to imprisonment for a term of not more than six months, or to both. Regulations The Governor in Council may make regulations for the purpose of carrying out the purposes and provisions of this Act, including regulations setting out requirements in respect of the exercise of the Bank’s powers under this Act. 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. First Chief Executive Officer The first Chief Executive Officer is to be appointed by the Governor in Council to hold office during pleasure for a term that the Governor in Council considers appropriate. Before the first Chief Executive Officer is appointed, the designated Minister must consult with any directors then in office. Chairperson’s interim powers During the period before the first day on which there is a Chairperson and at least eight other directors in office, the Chairperson, once appointed, comprises the Board and may exercise all the powers of the Board, and during the period before the first Chief Executive Officer is appointed, the Chairperson may exercise all the powers of the Chief Executive Officer.