Export Development Act

An Act to establish Export Development Canada, to support and develop trade between Canada and other countries and Canada’s competitiveness in the international market-place and to provide development financing and other forms of development support Short title This Act may be cited as the Export Development Act. Definitions In this Act, Board means the Board of Directors of the Corporation; (conseil) body corporate means an incorporated body wherever or however incorporated; (personne morale) Chairman[Repealed, 2001, c. 33, s. 3] Chairperson means the Chairperson of the Board; (Version anglaise seulement) Corporation means Export Development Canada, the corporation established by section 3; (Société) director means a director of the Corporation; (administrateur) entity means a body corporate, a trust, a partnership, a fund, an unincorporated association or organization, Her Majesty in right of Canada or of a province, an agency of Her Majesty in either of such rights and the government of a foreign country or any political subdivision thereof and any agency thereof; (entité) Executive Committee means the Executive Committee of the Board; (comité de direction) Minister means such member of the Queen’s Privy Council for Canada as is designated by the Governor in Council as the Minister for the purposes of this Act; (ministre) person means a natural person, an entity or a personal representative; (personne) personal representative means a person who stands in the place of and represents another person and, without limiting the generality of the foregoing, includes, as the circumstances require, a trustee, an executor, an administrator, a committee, a guardian, a tutor, a curator, an assignee, a receiver, an agent and an attorney of any person; (représentant personnel) President means the President of the Corporation; (président) property includes money, goods, things in action, land and every description of property, whether real or personal, legal or equitable, and whether situated in Canada or elsewhere, and includes obligations, easements and every description of estate, interest and profit, present and future, vested or contingent, in, arising out of or incident to property; (biens) security interest means an interest in or a charge on property by way of mortgage, lien, pledge or otherwise taken to secure the payment or performance of an obligation; (sûreté) Vice-Chairman[Repealed, 2001, c. 33, s. 3] Vice-chairperson means the Vice-chairperson of the Board. (Version anglaise seulement) Corporation established A corporation is established, to be known as Export Development Canada, consisting of a Board of Directors composed of 13 directors, including a Chairperson and a President. Appointment of directors Each director, other than the Chairperson and the President, shall be appointed by the Minister, with the approval of the Governor in Council, to hold office during pleasure for a term not exceeding four years that will ensure, as far as possible, the expiration in any one year of the terms of office of not more than one half of the directors. Appointment of Chairperson The Chairperson shall be appointed by the Governor in Council to hold office during pleasure for such term as the Governor in Council considers appropriate. Vice-chairperson The Board shall elect a Vice-chairperson of the Board from among the directors. Alternate directors The Governor in Council may appoint a person to be an alternate director for any director who is selected from among persons employed in the federal public administration and the alternate director so appointed shall act as a director during any period in which the director for whom he is an alternate is, by reason of absence or incapacity, unable to act. Chairperson to preside at meetings The Chairperson shall preside at meetings of the Board and of the Executive Committee. Absence, etc., of Chairperson In the event of the absence or incapacity of the Chairperson, or if the office of Chairperson is vacant, the Vice-chairperson shall perform the functions of the Chairperson during the absence, incapacity or vacancy. Absence, etc., of Chairperson and Vice-chairperson Where the Vice-chairperson is, by reason of circumstances referred to in subsection (2), authorized by that subsection to act as Chairperson but the Vice-chairperson is himself absent or incapacitated or the office of Vice-chairperson is vacant, such of the other directors as are present at a meeting shall, if they constitute a quorum of the Board or of the Executive Committee, select a director to act as Chairperson and the director so selected shall perform the functions of the Chairperson until such time as the Chairperson or Vice-chairperson is available to perform them. Executive Committee There shall be an Executive Committee of the Board consisting of the Chairperson and four other directors selected by the Board. Powers The Executive Committee may exercise any powers and perform any duties of the Board delegated to it by the Board. Other committees The Board may establish any other committee and that committee may exercise any powers and perform any duties of the Board delegated to it by the Board. Appointment of President The President shall be appointed by the Governor in Council to hold office during pleasure for such term as the Governor in Council considers appropriate. Management of Corporation vested in President The President is the chief executive officer of the Corporation and has on behalf of the Board the direction and management of the business of the Corporation, with authority to act in the conduct of the business of the Corporation in all matters that are not by this Act or the by-laws of the Corporation specifically reserved to the Board or any committee of the Board. Absence or incapacity of President In the event of the absence or incapacity of the President, or if the office of President is vacant, the Board shall authorize a director or an officer of the Corporation to act as the President for the time being and shall fix the terms and conditions of his appointment and his remuneration, but no person so authorized by the Board has authority to act as President for a period exceeding sixty days without the approval of the Governor in Council. Salaries, etc., of directors Subject to subsection (2), each of the directors not selected from among persons employed in the federal public administration shall be paid by the Corporation such salary, fees or other remuneration as is fixed by the Governor in Council and each director is entitled to be paid by the Corporation reasonable travel and other expenses incurred by him in the course of his duties under this Act. Salaries The Chairperson and, if the President is a person other than the Chairperson, the President shall be paid by the Corporation a salary to be fixed by the Governor in Council. Purposes The Corporation is established for the purposes of supporting and developing, directly or indirectly, domestic business, at the request of the Minister and the Minister of Finance for a period specified by those Ministers; supporting and developing, directly or indirectly, Canada’s export trade and Canadian capacity to engage in that trade and to respond to international business opportunities; and providing, directly or indirectly, development financing and other forms of development support in a manner that is consistent with Canada’s international development priorities. Publication in Canada Gazette As soon as feasible after a request is made under paragraph (1)(a), the Minister shall publish in the Canada Gazette a notice of that fact as well as the dates on which the period to which the request relates begins and ends. Complementary to commercial products and services The Corporation shall carry out its purposes, with regard to domestic business, in a manner that complements the products and services available from commercial financial institutions and commercial insurance providers. Subject to any regulations that may be made under subsection (6), in carrying out its purposes under subsection (1), the Corporation may acquire and dispose of any interest in any property by any means; enter into any arrangement that has the effect of providing, to any person, any insurance, reinsurance, indemnity or guarantee; enter into any arrangement that has the effect of extending credit to any person or providing an undertaking to pay money to any person; take any security interest in any property; prepare, compile, publish and distribute information and provide consulting services; procure the incorporation, dissolution or amalgamation of subsidiaries; acquire and dispose of any interest in any entity by any means; make any investment or enter into any transaction, including any transaction whose object is the management of portfolio risks, that is necessary or desirable for the financial management of the Corporation; act as agent for any person or authorize any person to act as agent for the Corporation; take such steps and do all such things as to it appear necessary or desirable to protect the interests of the Corporation; and generally, do all such other things as are incidental or conducive to the exercise of its powers, the performance of its functions and the conduct of its business. Use of services and facilities of departments, etc. In exercising its powers under this Act, the Corporation shall, where appropriate, make use of the services and facilities of departments, boards and agencies of the Government of Canada. Limit of liability Subject to subsection (4), the contingent liability of the Corporation in respect of the principal amount owing under all outstanding arrangements entered into under paragraph (1.1)(b) shall at no time exceed for the period beginning on the day on which this subsection comes into force and ending on September 30, 2020, the amount that the Minister of Finance determines during that period, or, if that Minister redetermines the amount during that period, the most recently determined amount; and on and after October 1, 2020, an amount equal to the amount determined by the Minister of Finance under paragraph (a), or, if that Minister redetermined the amount under that paragraph, an amount equal to the last amount so determined. As soon as feasible after determining or redetermining an amount under paragraph (3)(a), the Minister of Finance shall publish a notice of that amount in the Canada Gazette. Exclusion The amount of the contingent liability referred to in subsection (3) that the Corporation has insured or reinsured or with respect to which the Corporation has a right, by agreement, to be indemnified shall not be taken into account in calculating the contingent liability under that subsection. Minister of Finance may prescribe conditions The Corporation shall, in exercising the powers conferred on it by paragraph (1.1)(h), comply with such conditions of general application as the Minister of Finance may prescribe. Regulations The Governor in Council may, on the recommendation of the Minister and the Minister of Finance, make regulations governing the disposal by sale or lease of property acquired by the Corporation for the purpose of such disposal; the entering into by the Corporation of arrangements that have the effect of providing, to any person, any insurance, reinsurance, indemnity or guarantee, extending credit to any person, or providing an undertaking to pay money to any person, and are made in respect of transactions not relating, directly or indirectly, to the carrying on of business or other activities outside Canada; the entering into by the Corporation of arrangements that have the effect of extending credit to a person in respect of the acquisition by that person of any interest, other than a security interest, in any entity; the entering into by the Corporation of arrangements that have the effect of providing to a person any insurance, indemnity or guarantee, in respect of the financing, by that person, of an acquisition by another person of any interest, other than a security interest, in any entity; the provision by the Corporation of consulting services on a fee basis; and the acquisition by the Corporation of any interest, other than a security interest or an interest resulting from the realization of a security interest, in any entity. Approval For greater certainty, the regulations made pursuant to subsection (6) may specify that certain transactions or classes of transactions of the Corporation require the approval of the Minister, the Minister jointly with the Minister of Finance, or the Governor in Council and, where so specified, the Minister, the Minister jointly with the Minister of Finance, or the Governor in Council is authorized to give that approval. Publication of proposed regulations Subject to subsection (9), the Minister shall cause to be published in the Canada Gazette at least sixty days before the proposed effective date thereof a copy of every regulation that the Governor in Council proposes to make under this Act and a reasonable opportunity shall be afforded to interested persons to make representations with respect thereto. Exceptions The Minister is not required to cause to be published a proposed regulation if the proposed regulation has been published pursuant to subsection (8) whether or not it has been amended as a result of representations made by interested persons as provided in that subsection; or in the opinion of the Minister, makes no material substantive change in an existing regulation. Requirement Before entering, in the exercise of its powers under subsection 10(1.1), into a transaction that is related to a project, the Corporation must determine, in accordance with the directive referred to in subsection (2), whether the project is likely to have adverse environmental effects despite the implementation of mitigation measures; and if such is the case, whether the Corporation is justified in entering into the transaction. Directive The Board shall issue a directive respecting the determination referred to in subsection (1), which directive may define the words and expressions that the Board considers necessary for the application of that subsection, including the words and expressions “transaction”, “project”, “adverse environmental effects” and “mitigation measures”; establish the criteria that the Corporation must apply in making the determination; and establish exceptions specifically or by any class, as defined by the Board, to the Corporation’s obligation to make the determination. Statutory Instruments Act The directive is not a statutory instrument for the purposes of the Statutory Instruments Act. Authorized capital The authorized capital of the Corporation is Each share has a par value of $100. As soon as feasible after determining or redetermining an amount under paragraph (1)(a), the Minister of Finance shall publish a notice of that amount in the Canada Gazette. Subscription and payment for shares Where the Board recommends that the Minister subscribe for unissued shares of the Corporation, the Minister may, if the Minister of Finance concurs, subscribe at par for such number of shares as he considers desirable and the amount of each subscription shall be paid to the Corporation out of the Consolidated Revenue Fund at such times and in such amounts as the Board requires. Shares not transferable The shares of the capital stock of the Corporation are not transferable and shall be held in trust for Her Majesty. Borrowing The Corporation may borrow money by any means, including issuing and selling bonds, debentures, notes and other evidences of indebtedness of the Corporation. Loans to Corporation At the request of the Corporation, the Minister of Finance may, out of the Consolidated Revenue Fund, lend money to the Corporation on such terms and conditions as are fixed by him. Maximum borrowings of Corporation The aggregate amount of borrowings of the Corporation pursuant to sections 12 and 13 and outstanding shall at no time exceed an amount equal to fifteen times the aggregate of the paid-in capital of the Corporation, and the retained earnings of the Corporation, determined in accordance with the most recent statements of accounts of the Corporation for a financial year that have been audited by the Auditor General of Canada. Calculation of maximum borrowings For the purpose of calculating the aggregate amount of outstanding borrowings of the Corporation under subsection (1), accumulated deficits, and the retained earnings of the Corporation, where the Corporation and its auditor are unable to agree on the amount of the retained earnings, shall not be taken into account. Reserves or provisions The Corporation may establish one or more reserves or provisions out of which may be paid any losses sustained by the Corporation in the conduct of its business. By-laws The Board may make by-laws for the regulation of its proceedings, including the delegation of any of its powers and duties to any committee of the Board and the fixing of quorums for meetings of the Board and any committee of the Board; prescribing the duties of any officers and employees of the Corporation; delegating to the President the conduct of any business of the Board; delegating, subject to any terms and conditions specified in the by-laws and despite any delegation of such authority to any committee of the Board, to any one or more officers of the Corporation, jointly or severally, any authority to authorize the Corporation to exercise a power under this Act that is given specifically to the Board by any provision of this Act; respecting the establishment, management and administration of a pension plan for the officers and employees of the Corporation and their dependants, the contributions to be made by the Corporation to the associated pension fund, the provision of benefits under the pension plan, the payment of pensions, and the investment of the assets of the fund; and generally, for the conduct and management of its activities. Offices The Corporation may establish offices in and outside Canada, and the Corporation’s head office shall be in the National Capital Region as described in the schedule to the National Capital Act. The Corporation shall obtain the approval of the Minister and the Minister of Foreign Affairs before establishing any office outside Canada. Conditions The approval may be of a limited duration and may be subject to conditions. Revocation Either the Minister or the Minister of Foreign Affairs may, if he or she considers it appropriate, revoke the approval by giving notice to the Corporation of the revocation and of its effective date. Agent of Her Majesty The Corporation is for all purposes an agent of Her Majesty in right of Canada. Terms and conditions The Board may, subject to this Act and any by-law of the Board, determine the terms and conditions on which the Corporation may exercise any power under this Act. Staff The Corporation may employ such officers and employees and such consultants and advisers as it deems necessary to carry out its purposes and shall fix the terms and conditions of their employment and their remuneration, which shall be paid by the Corporation. Auditor The Auditor General of Canada is the auditor of the Corporation. Report re directive As auditor of the Corporation, the Auditor General must, at least once every five years, audit the design and the implementation of the directive referred to in subsection 10.1(2) and submit a report on the audit to the Board and to the Minister. The Auditor General must submit the report to each House of Parliament on any of the first thirty days on which it is sitting after the report is completed. Exemption from income tax Section 27 of the Income Tax Act does not apply to the Corporation. Authorization of the Minister If the Corporation advises the Minister that it will not, without an authorization made under this section, enter into any transaction or class of transactions that it has the power to enter into under subsection 10(1.1) and the Minister is of the opinion that it is in the national interest that the Corporation enter into any such transaction or class of transactions, the Minister, with the concurrence of the Minister of Finance, may authorize the Corporation to do so. Amendment without authorization The Corporation may amend any agreement entered into pursuant to an authorization of the Minister made under subsection (1), without further authorization of the Minister, if the amendment in no way results in the agreement being inconsistent with the Minister’s authorization. Moneys required to discharge obligations to be paid out of C.R.F. All moneys required by the Corporation to discharge its obligations under any transaction entered into under this section shall be paid to the Corporation by the Minister of Finance out of the Consolidated Revenue Fund. Separate account The Corporation shall maintain a separate account of all moneys received by way of receipts and recoveries, and of all disbursements made, in connection with all transactions entered into under this section and shall, subject to subsections (5) and (6), pay to the Receiver General all such receipts and recoveries. Expenses and overhead The Minister of Finance may authorize the Corporation to retain from any receipts and recoveries described in subsection (4) such part thereof as the Minister of Finance considers to be required to meet the expenses and overhead of the Corporation arising out of transactions described in that subsection. Financial management The Minister, with the concurrence of the Minister of Finance, may authorize the Corporation to make any investment or enter into any transaction or any class of transactions — including the forgiveness in whole or in part of any debt or obligation — that is necessary or desirable for the management of assets and liabilities arising out of any transaction that may be entered into under this section. Subject to subsection (2), in respect of transactions entered into under section 23, the total of the following liabilities and obligations must not at any time exceed $100,000,000,000: the contingent liability of the Corporation in respect of the principal amount owing under all outstanding arrangements giving rise to contingent liabilities, the obligation of the Corporation to advance funds in respect of any outstanding arrangement that has the effect of extending credit or to pay money to any person in respect of any outstanding arrangement, and the outstanding principal amount of obligations owed to the Corporation in respect of any arrangement that has the effect of extending credit. [Repealed, 2024, c. 17, s. 178] The amount of the contingent liability referred to in paragraph (1)(a) that the Corporation has insured or reinsured or with respect to which the Corporation has a right, by agreement, to be indemnified, and the obligations referred to in paragraphs (1)(b) and (c) that the Corporation has sold, assigned or otherwise transferred on a non-recourse basis shall not be taken into account in calculating the total liabilities and obligations under subsection (1). Impact Assessment Act Section 83 of the Impact Assessment Act does not apply when the Minister or the Minister of Finance exercises a power or performs a duty or function under this Act or any regulation made under it, or exercises a power of authorization or approval with respect to the Corporation under any other Act of Parliament or any regulation made under it. Use of Corporation’s name or initials Except with the written consent of the Corporation, no person shall in any prospectus or advertisement, or for any other business purpose, use the following names and initials: “Export Development Canada”, “Exportation et développement Canada”, “Export Development Corporation”, “Société pour l’expansion des exportations”, “E.D.C.”, “EDC”, “S.E.E.” and “SEE”. Offence A person who contravenes subsection (1) is guilty of an offence and liable on summary conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding six months, or to both. Privileged information Subject to subsection (2), all information obtained by the Corporation in relation to its customers is privileged and a director, officer, employee or agent of, or adviser or consultant to, the Corporation 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 for the purpose of the administration or enforcement of this Act and legal proceedings related to it; for the purpose of prosecuting an offence under this Act or any other Act of Parliament; to the Minister of National Revenue solely for the purpose of administering or enforcing the Excise Tax Act, the Income Tax Act, the Select Luxury Items Tax Act or the Global Minimum Tax Act; or with the written consent of the person to whom the information relates. Review Five years after the coming into force of this section and every ten years thereafter, the Minister shall cause a review of the provisions and operation of this Act to be undertaken in consultation with the Minister of Finance. Report to Parliament The Minister shall, within one year after causing a review to be undertaken pursuant to subsection (1), submit a report on the review to Parliament. Study Each report submitted to Parliament pursuant to subsection (2) shall be reviewed by such committee of the Senate and of the House of Commons or such joint committee as is designated or established for the purpose of reviewing such report. Minister for International Development Before the Minister takes an action under this Act or Part X of the Financial Administration Act that is aimed at the Corporation’s carrying out its purpose under paragraph 10(1)(c), the Minister shall consult the Minister for International Development. Transitional Transactions entered into under sections 24, 29, 33, 34 and 39 of the Export Development Act, as those provisions read immediately before the coming into force of section 8 of this Act, are deemed to have been entered into under section 10 of that Act, as amended by section 4 of this Act. Idem Transactions entered into under sections 27, 31 and 35 of the Export Development Act, as those provisions read immediately before the coming into force of section 8 of this Act, are deemed to have been entered into under section 23 of that Act, as enacted by section 8 of this Act. Powers, duties and functions Wherever, under any Act of Parliament, any instrument made under an Act of Parliament or any contract, lease, licence or other document, a power, duty or function is vested in or exercisable by the Export Development Corporation, that power, duty or function is vested in or exercisable by Export Development Canada. References Every reference to the Export Development Corporation in any deed, contract or other document executed by the Export Development Corporation in its own name shall, unless the context otherwise requires, be read as a reference to Export Development Canada. Rights and obligations transferred All rights and property of the Export Development Corporation, rights and property held in its name or held in trust for it and all its obligations and liabilities are deemed to be rights, property, obligations and liabilities of Export Development Canada. Continuation of legal proceedings Any legal proceeding to which the Export Development Corporation is party pending in any court immediately before the day on which this section comes into force may be continued by or against Export Development Canada in the same manner and to the same extent as it could have been continued by or against the Export Development Corporation. [Note: Section 17 in force December 21, 2001, see SI/2002-15.] Extension The Governor in Council may, by order, extend the period referred to in subsection (1). Arrangement entered into before repeal The repeal of paragraph 10(1)(a) of the Act, as enacted by subsection 260(1), has no effect on any arrangement Export Development Canada entered into in order to carry out its purpose referred to in that paragraph. Despite the repeal, Export Development Canada may take any steps and do anything that it considers necessary or desirable to implement the arrangement or that it considers related to the arrangement. Suspension If the Minister, as defined in section 2 of the Export Development Act, and the Minister of Finance specify a period under paragraph 10(1)(a) of that Act, subsections 5(2) and 6(2) and (3) of the Export Development Canada Exercise of Certain Powers Regulations do not apply for that period. Transactions entered into during specified period Subsections 5(2) and 6(2) and (3) of the Export Development Canada Exercise of Certain Powers Regulations do not apply to a new transaction that Export Development Canada enters into during a period referred to in subsection (1), even after the expiry of that period. Even after the expiry of that period, Export Development Canada may take any steps and do anything that it considers necessary or desirable to implement the transaction or that it considers related to the transaction. Arrangement entered into before expiry of specified period The expiry of a period referred to in subsection (1) has no effect on any arrangement Export Development Canada entered into in order to carry out its purpose referred to in paragraph 10(1)(a) of the Export Development Act. Even after the expiry of that period, Export Development Canada may take any steps and do anything that it considers necessary or desirable to implement the arrangement or that it considers related to the arrangement.