Bill C-54
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Chairperson |
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Designation
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18. The Minister, after consulting with the
directors, other than the executive director,
shall designate one of them as chairperson to
hold office during good behaviour for any
term of not more than three years. The
chairperson may be designated for not more
than two consecutive terms and may be
removed by the Minister for cause.
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Duties
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19. The chairperson shall determine the
times and places of the meetings of the board
of directors and presides at those meetings.
The chairperson may perform any other duties
or functions that are assigned to the
chairperson by the board of directors.
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Absence, etc.,
of chairperson
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20. If the chairperson is absent or
incapacitated or if the office of chairperson is
vacant, the board of directors may designate a
director to exercise the powers and perform
the duties and functions of the chairperson
during the absence, incapacity or vacancy, but
no person may be so designated for a period
exceeding 90 days without the approval of the
Minister.
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Executive Director |
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Appointment
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21. (1) The Minister, after consulting with
the directors, shall appoint an executive
director of the Centre.
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Term of office
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(2) The executive director holds office
during good behaviour for a term of not more
than five years, which term may be renewed
for one or more further terms, but may be
removed by the Minister for cause.
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Duties
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22. The executive director is the chief
executive officer of the Centre and has, on
behalf of the board of directors, responsibility
for the direction and management of the
business and day-to-day operations of the
Centre.
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Absence, etc.,
of executive
director
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23. If the executive director is absent or
incapacitated or if the office of executive
director is vacant, the chairperson may
designate any person to exercise the powers
and perform the duties and functions of the
executive director during the absence,
incapacity or vacancy, but no person may be
so designated for a period exceeding 90 days
without the approval of the Minister.
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Delegation
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24. The executive director may delegate to
any person any power, duty or function
conferred on the executive director under this
Act.
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Personnel |
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Personnel
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25. The Centre may engage any employees
and any technical and professional advisers
that it considers necessary for the proper
conduct of its activities.
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Status
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26. Directors, officers and employees of the
Centre are deemed not to be employees of the
public service of Canada and, for the purposes
of the Public Service Superannuation Act, are
deemed not to be employed in the Public
Service.
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Audit |
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Audit
committee
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27. (1) The board of directors shall establish
an audit committee consisting of at least three
directors.
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Duties of
audit
committee
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(2) The audit committee shall
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Special report
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(3) If the audit committee is of the opinion
that there is any information that should be
brought to the attention of the Minister, it shall
make a report of that information to the
Minister and furnish the board with a copy of
the report.
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Meeting of
directors
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(4) The audit committee may call a meeting
of the board of directors to consider any matter
of concern to the committee.
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Technical
assistance
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(5) The audit committee may engage, on a
temporary basis, the services of persons
having technical or specialized knowledge to
assist the committee in carrying out its duties
under this Act.
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Independent
audit
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28. The accounts and financial transactions
of the Centre shall be audited annually by an
independent auditor designated by the board
of directors, and a written report of the audit
shall be made to that board.
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Arbitrators and Mediators |
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Responsibi- lities of the Centre
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29. The Centre shall ensure that arbitrators
and mediators who provide dispute resolution
services under the auspices of the Centre
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General Provisions |
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Duty of care
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30. (1) Every director and officer of the
Centre, in exercising their powers and
performing their duties and functions, must
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No
exculpation
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(2) No provision in a contract or resolution
relieves a director or officer from the duty to
act in accordance with this Act, the
regulations or the by-laws or relieves a
director or officer from liability for a breach of
any of them.
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Reliance on
statements
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(3) A director or officer is not liable for a
breach of duty under subsection (1) if the
director or officer relies in good faith on
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Provisions of
Canada
Business
Corporations
Act apply
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31. (1) The following provisions of the
Canada Business Corporations Act apply,
with any modifications that the circumstances
require, to the Centre and its directors, officers
and employees as if the Centre were a
corporation incorporated under that Act and
the provisions of this Act were its articles of
incorporation:
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Description
with
cross-refer- ences
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(2) The descriptive words in parentheses
that follow the reference to a provision of the
Canada Business Corporations Act in
subsection (1) form no part of that subsection
but are inserted for convenience of reference
only.
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Canada
Corporations
Act does not
apply
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(3) The Canada Corporations Act, chapter
C-32 of the Revised Statutes of Canada, 1970,
does not apply to the Centre.
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Corporate Plan and Annual Report |
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Corporate
plan
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32. (1) The Centre shall prepare a corporate
plan for each fiscal year, and deliver a copy of
that plan to the Minister at least 30 days before
the start of that fiscal year.
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Scope and
content of
corporate plan
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(2) The corporate plan shall encompass all
the business and activities of the Centre and
shall include a statement of
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Corporate
plan to be
made public
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(3) After the corporate plan is delivered to
the Minister, the Centre shall make the plan
public.
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Annual report
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33. (1) The chairperson of the board of
directors shall, within four months after the
end of each fiscal year, deliver a report on the
operations of the Centre in that fiscal year to
the Minister.
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Contents
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(2) The report shall include
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Remunera- tion
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(3) The total remuneration that each officer
receives in a fiscal year from the Centre,
including any reimbursements or monetary
benefits, and the amount of any
reimbursements or monetary benefits that
each director receives in a fiscal year from the
Centre, shall be set out in the annual financial
statements for that year.
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Distribution
of report
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(4) After its annual report is delivered to the
Minister, the Centre shall make the report
public.
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Public
meeting
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34. (1) Within 60 days after the delivery of
its annual report to the Minister, the Centre
shall convene a public meeting at a city in
Canada selected by the Centre to consider the
report and other matters relating to the
Centre's activities during the current fiscal
year.
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Notice of
meeting
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(2) At least 30 days before the date of a
meeting convened under subsection (1), the
Centre shall give notice of the time and place
of the meeting in accordance with its by-laws.
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