PART III - CANADIAN BROADCASTING CORPORATION

Interpretation

Definitions

35. (1) In this Part,

"auditor"
"vérificateur"

means the auditor of the Corporation;

"Board"
"conseil..."

means the Board of Directors of the Corporation;

"Chairperson"
"président du conseil"

means the Chairperson of the Board;

"director"
"administrateur"

means a director of the Corporation;

"President"
"président-directeur général"

means the President of the Corporation;

"wholly-owned subsidiary"
"filiale à cent pour cent"

has the same meaning as in Part X of the Financial Administration Act.

Interpretation

(2) This Part shall be interpreted and applied so as to protect and enhance the freedom of expression and the journalistic, creative and programming independence enjoyed by the Corporation in the pursuit of its objects and in the exercise of its powers.

Continuation of Corporation

Corporation continued

36. (1) The corporation known as the Canadian Broadcasting Corporation is hereby continued and shall consist of those directors who from time to time compose the Board.

Board of Directors

(2) There shall be a Board of Directors of the Corporation consisting of fifteen directors, including the Chairperson and the President, to be appointed by the Governor in Council.

Tenure

(3) A director shall be appointed to hold office during good behaviour for a term not exceeding five years and may be removed at any time by the Governor in Council for cause.

Reappointment

(4) Subject to section 38 , the Chairperson and the President are eligible for reappointment on the expiration of any term of office but any other director who has served two consecutive terms is not, during the twelve months following the completion of the second term, eligible for appointment, except as Chairperson or President.

Continuation in office

(5) Notwithstanding subsections (3) and (4), if a director is not appointed to take office on the expiration of the term of office of an incumbent director, the incumbent director continues in office until a successor is appointed.

Oath of office

37. Every director shall, before entering on the director's duties, take and subscribe, before the Clerk of the Privy Council, an oath or solemn affirmation, which shall be filed in the office of the Clerk, in the following form:

I, ...................., do solemnly swear (or affirm) that I will faithfully, truly and impartially, to the best of my judgment, skill and ability, execute and perform the office of

..................... (Add, in the case where an oath is taken, "So help me God".)

Outside interests of directors

38. (1) A person is not eligible to be appointed or to continue as a director if the person is not a Canadian citizen who is ordinarily resident in Canada or if, directly or indirectly, as owner, shareholder, director, officer, partner or otherwise, the person

(a) is engaged in the operation of a broadcasting undertaking;

(b) has any pecuniary or proprietary interest in a broadcasting undertaking; or

(c) is principally engaged in the production or distribution of program material that is primarily intended for use by a broadcasting undertaking.

Disposing of interest

(2) A director in whom any interest prohibited by subsection (1) vests by will or succession for the director's own benefit shall, within three months thereafter, absolutely dispose of that interest.

Responsibility of directors

39. Subject to this Part, the Board is responsible for the management of the businesses, activities and other affairs of the Corporation.

Accountability of Corporation to Parliament

40. The Corporation is ultimately accountable, through the Minister, to Parliament for the conduct of its affairs.

Chairperson

Powers, duties and functions

41. (1) The Chairperson shall preside at meetings of the Board and may exercise such powers and shall perform such other duties and functions as are assigned to the Chairperson by the by-laws of the Corporation.

Part-time

(2) The Chairperson shall perform the duties and functions of the office on a part-time basis.

Absence, incapacity or vacancy of office

(3) If the Chairperson is absent or incapacitated or if the office of Chairperson is vacant, the President shall act as Chairperson, and if both are absent or incapacitated or if both those offices are vacant, the Board may authorize a director to act as Chairperson, but no person so authorized by the Board has authority to act as Chairperson for a period exceeding sixty days without the approval of the Governor in Council.

President

Powers, duties and functions

42. (1) The President is the chief executive officer of the Corporation and has supervision over and direction of the work and staff of the Corporation and may exercise such powers and shall perform such other duties and functions as are assigned to the President by the by-laws of the Corporation.

Full-time

(2) The President shall perform the duties and functions of the office on a full-time basis.

Absence, incapacity or vacancy of office

(3) If the President is absent or incapacitated or if the office of President is vacant, the Board may authorize an officer of the Corporation to act as President, 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.

Remuneration

Chairperson's and President's remuneration

43. (1) The Chairperson and the President shall be paid by the Corporation remuneration at the rate fixed by the Governor in Council.

Fees of other directors

(2) Each director, other than the Chairperson and the President, shall be paid by the Corporation such fees for attendance at meetings of the Board or any committee of directors as are fixed by the by-laws of the Corporation.

Expenses

(3) Each director is entitled to be paid by the Corporation such travel and living expenses incurred by the director in the performance of the duties of that director as are fixed by the by-laws of the Corporation.

Staff

Employment of staff

44. (1) The Corporation may, on its own behalf, employ such officers and employees as it considers necessary for the conduct of its business.

Terms, etc., of employment

(2) The officers and employees employed by the Corporation under subsection (1) shall, subject to any by-laws made under section 51 , be employed on such terms and conditions and at such rates of remuneration as the Board deems fit.

Not servants of Her Majesty

(3) The officers and employees employed by the Corporation under subsection (1) are not officers or servants of Her Majesty.

Standing Committees

English and French language broadcasting committees

45. (1) The Board shall establish a standing committee of directors on English language broadcasting and a standing committee of directors on French language broadcasting, each consisting of the Chairperson, the President and such other directors as the Board may appoint.

Chairperson or President shall preside

(2) The Chairperson, or in the absence of the Chairperson, the President, shall preside at meetings of each standing committee established pursuant to subsection (1).

Absence of Chairperson and President

(3) In respect of each standing committee established pursuant to subsection (1), the Chairperson shall designate one of the directors to preside at meetings thereof in the event of the absence of both the Chairperson and the President.

Duties of committees

(4) The standing committee on English language broadcasting shall perform such duties in relation to English language broadcasting, and the standing committee on French language broadcasting shall perform such duties in relation to French language broadcasting, as are delegated to the committee by the by-laws of the Corporation.

Objects and Powers

Objects and powers

46. (1) The Corporation is established for the purpose of providing the programming contemplated by paragraphs 3(1)(l) and (m) , in accordance with the conditions of any licence or licences issued to it by the Commission and subject to any applicable regulations of the Commission, and for that purpose the Corporation may

(a) establish, equip, maintain and operate broadcasting undertakings;

(b) make operating agreements with licensees for the broadcasting of programs;

(c) originate programs, secure programs from within or outside Canada by purchase, exchange or otherwise and make arrangements necessary for their transmission;

(d) make contracts with any person, within or outside Canada, in connection with the production or presentation of programs originated or secured by the Corporation;

(e) make contracts with any person, within or outside Canada, for performances in connection with the programs of the Corporation;

(f) with the approval of the Governor in Council, make contracts with any person for the provision by the Corporation of consulting or engineering services outside Canada;

(g) with the approval of the Governor in Council, distribute or market outside Canada programming services originated by the Corporation;

(h) with the approval of the Minister, act as agent for or on behalf of any person in providing programming to any part of Canada not served by any other licensee;

(i) collect news relating to current events in any part of the world and establish and subscribe to news agencies;

(j) publish, distribute and preserve, whether for a consideration or otherwise, such audio-visual material, papers, periodicals and other literary matter as may seem conducive to the attainment of the objects of the Corporation;

(k) produce, distribute and sell such consumer products as may seem conducive to the attainment of the objects of the Corporation;

(l) acquire copyrights and trade-marks;

(m) acquire and use any patent, patent rights, licences or concessions that the Board considers useful for the purposes of the Corporation;

(n) make arrangements or agreements with any organization for the use of any rights, privileges or concessions that the Board considers useful for the purposes of the Corporation;

(o) acquire broadcasting undertakings either by lease or by purchase;

(p) make arrangements or agreements with any organization for the provision of broadcasting services;

(q) subject to the approval of the Governor in Council, acquire, hold and dispose of shares of the capital stock of any company or corporation that is authorized to carry on any business incidental or conducive to the attainment of the objects of the Corporation; and

(r) do all such other things as the Board deems incidental or conducive to the attainment of the objects of the Corporation.

International service

(2) The Corporation shall, within the conditions of any licence or licences issued to it by the Commission and subject to any applicable regulations of the Commission, provide an international service in accordance with such directions as the Governor in Council may issue.

Power to act as agent

(3) The Corporation may, within the conditions of any licence or licences issued to it by the Commission and subject to any applicable regulations of the Commission, act as an agent of Her Majesty in right of Canada or a province in respect of any broadcasting operations that it may be directed by the Governor in Council to carry out.

Extension of services

(4) In planning extensions of broadcasting services, the Corporation shall have regard to the principles and purposes of the Official Languages Act.

Independence

(5) The Corporation shall, in the pursuit of its objects and in the exercise of its powers, enjoy freedom of expression and journalistic, creative and programming independence.

Agent of Her Majesty

Corporation an agent of Her Majesty

47. (1) Except as provided in subsections 44(1) and 46(2) , the Corporation is, for all purposes of this Act, an agent of Her Majesty, and it may exercise its powers under this Act only as an agent of Her Majesty.

Contracts

(2) The Corporation may, on behalf of Her Majesty, enter into contracts in the name of Her Majesty or in the name of the Corporation.

Property

(3) Property acquired by the Corporation is the property of Her Majesty and title thereto may be vested in the name of Her Majesty or in the name of the Corporation.

Proceedings

(4) Actions, suits or other legal proceedings in respect of any right or obligation acquired or incurred by the Corporation on behalf of Her Majesty, whether in its name or in the name of Her Majesty, may be brought or taken by or against the Corporation in the name of the Corporation in any court that would have jurisdiction if the Corporation were not an agent of Her Majesty.

Acquisition and disposition of property

48. (1) Subject to subsection (2), the Corporation may purchase, lease or otherwise acquire any real or personal property that the Corporation deems necessary or convenient for carrying out its objects and may sell, lease or otherwise dispose of all or any part of any property acquired by it.

Restriction

(2) The Corporation shall not, without the approval of the Governor in Council, enter into

(a) any transaction for the acquisition of any real property or the disposition of any real or personal property, other than program material or rights therein, for a consideration in excess of four million dollars or such greater amount as the Governor in Council may by order prescribe; or

(b) a lease or other agreement for the use or occupation of real property involving an expenditure in excess of four million dollars or such greater amount as the Governor in Council may by order prescribe.

Retaining proceeds

(3) Subject to subsection (4), the Corporation may retain and use all of the proceeds of any transaction for the disposition of real or personal property.

Idem

(4) In the case of a transaction for the disposition of real or personal property requiring the approval of the Governor in Council under subsection (2), the Corporation may retain and use all or any part of the proceeds therefrom unless otherwise directed by the Governor in Council.

Expropriation

49. (1) Where, in the opinion of the Corporation, the taking or acquisition of any land or interest therein by the Corporation without the consent of the owner is required for the purpose of carrying out its objects, the Corporation shall so advise the appropriate Minister in relation to Part I of the Expropriation Act.

Application of Expropriation Act

(2) For the purposes of the Expropriation Act, any land or interest therein that, in the opinion of the Minister referred to in subsection (1), is required for the purpose of carrying out the objects of the Corporation shall be deemed to be land or an interest therein that, in the opinion of the Minister, is required for a public work or other public purpose and, in relation thereto, a reference to the Crown in that Act shall be construed as a reference to the Corporation.

Head Office and Meetings

Head office

50. (1) The head office of the Corporation shall be in the National Capital Region as described in the schedule to the National Capital Act or at such other place in Canada as the Governor in Council may specify.

Meetings

(2) The Board shall meet at least six times in each year.

Telephone conferences

(3) A director may, subject to the by-laws of the Corporation, participate in a meeting of the Board or a committee of directors by means of such telephone or other communication facilities as permit all persons participating in the meeting to hear each other, and a director who participates in such a meeting by those means is deemed for the purposes of this Part to be present at the meeting.

By-laws

By-laws

51. (1) The Board may make by-laws

(a) respecting the calling of meetings of the Board;

(b) respecting the conduct of business at meetings of the Board, the establishment of special and standing committees of directors, the delegation of duties to special and standing committees of directors, including the committees referred to in section 45 , and the fixing of quorums for meetings thereof;

(c) fixing the fees to be paid to directors, other than the Chairperson and the President, for attendance at meetings of the Board or any committee of directors, and the travel and living expenses to be paid to directors;

(d) respecting the duties and conduct of the directors, officers and employees of the Corporation and the terms and conditions of employment and of termination of employment of officers and employees of the Corporation, including the payment of any gratuity to those officers and employees or any one or more of them, whether by way of retirement allowance or otherwise;

(e) respecting the establishment, management and administration of a pension fund for the directors, officers and employees of the Corporation and their dependants, the contributions thereto to be made by the Corporation and the investment of the pension fund moneys thereof; and

(f) generally for the conduct and management of the affairs of the Corporation.

Certain by-laws subject to Minister's approval

(2) No by-law made under paragraph (1)(c) or (e), and no by-law made under paragraph (1)(d) that provides for the payment of any gratuity referred to in that paragraph, has any effect unless it is approved by the Minister.

Financial Provisions

Independence of the Corporation

52. (1) Nothing in sections 53 to 70 shall be interpreted or applied so as to limit the freedom of expression or the journalistic, creative or programming independence enjoyed by the Corporation in the pursuit of its objects and in the exercise of its powers.

Idem

(2) Without limiting the generality of subsection (1), and notwithstanding sections 53 to 70 or any regulation made under any of those sections, the Corporation is not required to

(a) submit to the Treasury Board or to the Minister or the Minister of Finance any information the provision of which could reasonably be expected to compromise or constrain the journalistic, creative or programming independence of the Corporation; or

(b) include in any corporate plan or summary thereof submitted to the Minister pursuant to section 54 or 55 any information the provision of which could reasonably be expected to limit the ability of the Corporation to exercise its journalistic, creative or programming independence.

Financial year

53. The financial year of the Corporation is the period beginning on April 1 in one year and ending on March 31 in the next year, unless the Governor in Council otherwise directs.

Corporate plan

54. (1) The Corporation shall annually submit a corporate plan to the Minister.

Scope of corporate plan

(2) The corporate plan of the Corporation shall encompass all the businesses and activities, including investments, of the Corporation and its wholly-owned subsidiaries, if any.

Contents of corporate plan

(3) The corporate plan of the Corporation shall include

(a) a statement of

(i) the objects for which the Corporation is incorporated, as set out in this Act,

(ii) the Corporation's objectives for the next five years and for each year in that period and the strategy the Corporation intends to employ to achieve them, and

(iii) the Corporation's expected performance for the year in which the plan is submitted as compared to its objectives for that year, as set out in the last corporate plan;

(b) the capital budget of the Corporation for the next following financial year of the Corporation; and

(c) an operating budget for the next following financial year of the Corporation.

Capital budgets

(4) The Corporation shall submit the capital budget to the Minister in a corporate plan pursuant to paragraph (3)(b) for the approval of the Treasury Board.

Notification of business activity

(5) Where the Corporation or a wholly-owned subsidiary of the Corporation proposes to carry out a substantial change to business activities in any period in a manner that is not consistent with the last corporate plan of the Corporation in respect of that period, the Corporation shall forthwith notify the Minister in writing of the inconsistency in the manner of carrying on the business activity.

Scope of budgets

(6) The budgets of the Corporation referred to in paragraphs (3)(b) and (c) shall encompass all the businesses and activities, including investments, of the Corporation and its wholly-owned subsidiaries, if any.

Form of budgets

(7) The budgets of the Corporation referred to in paragraphs (3)(b) and (c) shall be prepared in a form that clearly sets out information according to the major businesses or activities of the Corporation and its wholly-owned subsidiaries, if any.

Approval of multi-year items

(8) The Treasury Board may approve any item in a capital budget submitted pursuant to paragraph (3)(b) for any financial year or years following the financial year for which the budget is submitted.

Summary of plan

55. (1) The Corporation shall submit to the Minister, in respect of each financial year, a summary of the corporate plan submitted pursuant to section 54 that summarizes the information referred to in subsection 54(3) , modified so as to be based on the financial resources proposed to be allocated to the Corporation as set out in the Estimates for that financial year that have been tabled in the House of Commons.

Scope of summary

(2) A summary shall encompass all the businesses and activities, including investments, of the Corporation and its wholly-owned subsidiaries, if any, and shall set out the major business decisions taken with respect thereto.

Form of summary

(3) A summary shall be prepared in a form that clearly sets out information according to the major businesses or activities of the Corporation and its wholly-owned subsidiaries, if any.

Tabling in Parliament

(4) The Minister shall cause a copy of every summary received pursuant to this section to be laid before each House of Parliament.

Reference to committee

(5) A summary laid before a House of Parliament pursuant to subsection (4) stands permanently referred to such committee of that House or of both Houses of Parliament as may be designated or established to review matters relating to the business and activities of the Corporation.

Regulations

56. The Treasury Board may make regulations prescribing the form in which corporate plans and summaries required pursuant to sections 54 and 55 shall be prepared, the information to be included therein, the information to accompany corporate plans and the time at, before or within which they are to be submitted and summaries are to be laid before each House of Parliament.

Bank accounts

57. (1) The Corporation shall maintain in its own name one or more accounts with

(a) any member of the Canadian Payments Association;

(b) any local Cooperative Credit Society that is a member of a Central Cooperative Credit Society having membership in the Canadian Payments Association; and

(c) subject to the approval of the Minister of Finance, any financial institution outside Canada.

Administration of Corporation funds

(2) All money received by the Corporation through the conduct of its operations or otherwise shall be deposited to the credit of the accounts established pursuant to subsection (1) and shall be administered by the Corporation exclusively in the exercise of its powers and the performance of its duties and functions.

Investments

(3) The Corporation may invest any money administered by it in bonds or other securities of, or guaranteed by, the Government of Canada.

Proprietor's Equity Account

(4) The Corporation shall, in its books of account, establish a Proprietor's Equity Account and shall credit thereto the amount of all money paid to the Corporation for capital purposes out of parliamentary appropriations.

Receiver General account

58. (1) The Corporation shall, if so directed by the Minister of Finance with the concurrence of the Minister, and may, if the Minister of Finance and the Minister approve, pay or cause to be paid all or any part of the money of the Corporation or of a wholly-owned subsidiary of the Corporation to the Receiver General to be paid into the Consolidated Revenue Fund and credited to a special account in the accounts of Canada in the name of the Corporation or subsidiary, and the Receiver General, subject to such terms and conditions as the Minister of Finance may prescribe, may pay out, for the purposes of the Corporation or subsidiary, or repay to the Corporation or subsidiary, all or any part of the money credited to the special account.

Interest

(2) Interest may be paid in respect of money credited to a special account pursuant to subsection (1), in accordance with and at rates fixed by the Minister of Finance with the approval of the Governor in Council.

Payment over surplus money

59. Subject to any other Act of Parliament, where the Minister and the Minister of Finance, with the approval of the Governor in Council, so direct, the Corporation shall pay or cause to be paid to the Receiver General so much of the money of the Corporation or of a wholly-owned subsidiary of the Corporation as those Ministers consider to be in excess of the amount that is required for the purposes of the Corporation or subsidiary, and any money so paid may be applied toward the discharge of any obligation of the Corporation or subsidiary to the Crown or may be applied as revenues of Canada.

Books and systems

60. (1) The Corporation shall cause

(a) books of account and records in relation thereto to be kept, and

(b) financial and management control and information systems and management practices to be maintained,

in respect of itself and each of its wholly-owned subsidiaries, if any.

Idem

(2) The books of account, records, systems and practices referred to in subsection (1) shall be kept and maintained in such manner as will provide reasonable assurance that

(a) the assets of the Corporation and of each subsidiary are safeguarded and controlled;

(b) the transactions of the Corporation and of each subsidiary are in accordance with this Part and the by-laws of the Corporation or subsidiary and, in the case of a subsidiary of the Corporation, its charter or any other document by or in accordance with which it is established; and

(c) the financial, human and physical resources of the Corporation and of each subsidiary are managed economically and efficiently and the operations of the Corporation and of each subsidiary are carried out effectively.

Internal audit

(3) The Corporation shall cause internal audits to be conducted in respect of itself and each of its wholly-owned subsidiaries, if any, to assess compliance with subsections (1) and (2).

Financial statements

(4) The Corporation shall cause financial statements to be prepared annually in respect of itself and its wholly-owned subsidiaries, if any, in accordance with generally accepted accounting principles, as supplemented or augmented by regulations made under subsection (6).

Form of financial statements

(5) The financial statements of the Corporation and of a wholly-owned subsidiary shall be prepared in a form that clearly sets out information according to the major businesses or activities of the Corporation or subsidiary.

Regulations

(6) The Treasury Board may, for the purposes of subsection (4), make regulations respecting financial statements of the Corporation, but those regulations shall only supplement or augment generally accepted accounting principles.

Reports to Minister

(7) The Board shall make to the Minister such reports of the financial affairs of the Corporation as the Minister requires.

Auditor of the Corporation

61. The Auditor General of Canada is the auditor of the Corporation.

Annual auditor's report

62. (1) The Corporation shall cause an annual auditor's report to be prepared in respect of itself and its wholly-owned subsidiaries, if any, in accordance with the regulations, on the accounts and financial statements of the Corporation and of each subsidiary, and the report shall be made to the Board and to the Minister.

Contents

(2) A report prepared pursuant to subsection (1) shall

(a) include separate statements indicating whether, in the auditor's opinion,

(i) the financial statements are presented fairly in accordance with generally accepted accounting principles applied on a basis consistent with that of the preceding year,

(ii) any quantitative information in the Corporation's annual report in respect of which the Board has requested the auditor's opinion is accurate in all material respects and, if applicable, was prepared on a basis consistent with that of the preceding year, and

(iii) the transactions of the Corporation and of each subsidiary that have come to the auditor's notice in the course of the examination for the report were in accordance with this Part and the by-laws of the Corporation or subsidiary; and

(b) call attention to any other matter falling within the scope of the examination for the report that, in the opinion of the auditor, should be brought to the attention of Parliament.

Regulations

(3) The Treasury Board may make regulations prescribing the form and manner in which the report referred to in subsection (1) is to be prepared.

Other reports

(4) The auditor shall prepare such other reports respecting the Corporation or any wholly-owned subsidiary of the Corporation as the Governor in Council may require.

Examination

(5) The auditor shall make such examination as the auditor considers necessary to enable the auditor to prepare a report pursuant to subsection (1) or (3).

Reliance on internal audit

(6) The auditor shall, to the extent that the auditor considers practicable, rely on any internal audit of the Corporation that is conducted pursuant to subsection 60(3) .

Errors and omissions

63. (1) A director or officer of the Corporation shall forthwith notify the auditor and the audit committee of the Corporation established under subsection 69(1) of any error or omission of which the director or officer becomes aware in a financial statement on which the auditor has reported or in a report prepared by the auditor pursuant to subsection 62(1) .

Idem

(2) Where the auditor is notified or becomes aware of any error or omission in a financial statement on which the auditor has reported or in a report prepared by the auditor pursuant to subsection 62(1) and is of the opinion that the error or omission is material, the auditor shall forthwith notify each director of the error or omission.

Correction

(3) Where the auditor notifies the directors of an error or omission in a financial statement or report pursuant to subsection (2), the Corporation shall prepare a revised financial statement or the auditor shall issue a correction to the report, as the case may be, and a copy thereof shall be given to the Minister.

Special examination

64. (1) The Corporation shall cause a special examination to be carried out by the auditor in respect of itself and its wholly-owned subsidiaries, if any, to determine if the systems and practices referred to in paragraph 60(1)(b) were, in the period under examination, maintained in a manner that provided reasonable assurance that

(a) the assets of the Corporation and of each subsidiary were safeguarded and controlled; and

(b) the financial, human and physical resources of the Corporation and of each subsidiary were managed economically and efficiently, and the operations of the Corporation and of each subsidiary were carried out effectively.

Time for examination

(2) A special examination shall be carried out at least once every five years and at such additional times as the Governor in Council, the Minister or the Board may require.

Plan

(3) Before the auditor begins a special examination, the auditor shall survey the systems and practices of the Corporation to be examined and submit a plan for the examination, including a statement of the criteria to be applied in the examination, to the audit committee of the Corporation.

Resolution of disagreements

(4) Any disagreement between the auditor and the audit committee or the Board over a plan referred to in subsection (3) may be resolved

(a) in the case of the Corporation, by the Minister; and

(b) in the case of a wholly-owned subsidiary, by the Corporation.

Reliance on internal audit

(5) The auditor shall, to the extent considered practicable, rely on any internal audit of the Corporation conducted pursuant to subsection 60(3) .

Report

(6) The auditor shall, on completion of the special examination, submit a report on the findings of the auditor to the Board.

Contents

(7) The report referred to in subsection (6) shall include

(a) a statement whether in the auditor's opinion, with respect to the criteria established pursuant to subsection (3), there is reasonable assurance that there are no significant deficiencies in the systems and practices examined; and

(b) a statement of the extent to which the auditor relied on internal audits.

Special report to Minister

(8) Where the auditor is of the opinion that the report referred to in subsection (6) contains information that should be brought to the attention of the Minister, the auditor shall, after consultation with the Board, report that information to the Minister and furnish the directors with a copy of the report.

Idem

(9) Where the auditor is of the opinion that the report referred to in subsection (6) contains information that should be brought to the attention of Parliament, the auditor shall, after consultation with the Minister and the Board, prepare a report thereon for inclusion in the next annual report of the Corporation and furnish the Board and the Minister with copies of the report.

Right to information

65. (1) On the demand of the auditor, the present or former directors, officers, employees or agents of the Corporation shall furnish the auditor with such

(a) information and explanations, and

(b) access to records, documents, books, accounts and vouchers of the Corporation or any of its subsidiaries

as the auditor considers necessary to enable the auditor to prepare any report required by this Part and that the directors, officers, employees or agents are reasonably able to furnish.

Idem

(2) On the demand of the auditor, the Board shall

(a) obtain from the present or former directors, officers, employees or agents of any subsidiary of the Corporation such information and explanations as the auditor considers necessary to enable the auditor to prepare any report required by this Part and that the present or former directors, officers, employees or agents are reasonably able to furnish; and

(b) furnish the information and explanations so obtained to the auditor.

Restriction

66. Nothing in this Part shall be construed as authorizing the auditor to express any opinion on the merits of matters of policy, including the merits of

(a) the objects for which the Corporation is incorporated, or the restrictions on the businesses or activities that it may carry on;

(b) the objectives of the Corporation; and

(c) any business or policy decision of the Corporation or of the Government of Canada.

Qualified privilege

67. Any oral or written statement or report made under this Part by the auditor has qualified privilege.

Cost of audit and examinations

68. The costs incurred by the auditor in preparing any report under subsection 62(1) or section 64 shall be disclosed in the next annual report of the Auditor General of Canada and be paid out of the moneys appropriated for the office of the Auditor General of Canada.

Audit committee

69. (1) The Corporation shall establish an audit committee composed of not fewer than three directors.

Duties

(2) The audit committee shall

(a) review and advise the Board with respect to the financial statements that are to be included in the annual report of the Corporation;

(b) oversee any internal audit of the Corporation that is conducted pursuant to subsection 60(3) ;

(c) review and advise the Board with respect to the annual auditor's report of the Corporation referred to in subsection 62(1) ;

(d) where the Corporation is undergoing a special examination, review and advise the Board with respect to the plan and reports referred to in section 64 ; and

(e) perform such other functions as are assigned to it by the Board.

Auditor's attendance

(3) The auditor is entitled to receive notice of every meeting of the audit committee and to attend and be heard at each meeting and, if so requested by a member of the audit committee, the auditor shall attend any or every meeting of the committee.

Calling meeting

(4) The auditor or a member of the audit committee may call a meeting of the committee.

Report on wholly-owned subsidiaries

70. The Corporation shall forthwith notify the Minister and the President of the Treasury Board of the name of any corporation that becomes or ceases to be a wholly-owned subsidiary of the Corporation.

Report to Parliament

Annual report

71. (1) The Corporation shall, as soon as possible after, but in any case within three months after, the end of each financial year, submit an annual report on the operations of the Corporation in that year concurrently to the Minister and to the President of the Treasury Board, and the Minister shall cause a copy of the report to be laid before each House of Parliament on any of the first fifteen days on which that House is sitting after the Minister receives it.

Reference to committee

(2) An annual report laid before a House of Parliament pursuant to subsection (1) stands permanently referred to such committee of that House or of both Houses of Parliament as may be designated or established to review matters relating to the business and activities of the Corporation.

Form and contents

(3) The annual report of the Corporation shall include

(a) the financial statements of the Corporation referred to in section 60 ,

(b) the annual auditor's report referred to in subsection 62(1) ,

(c) a statement on the extent to which the Corporation has met its objectives for the financial year,

(d) quantitative information respecting the performance of the Corporation, including its wholly-owned subsidiaries, if any, relative to the Corporation's objectives, and

(e) such other information in respect of the financial affairs of the Corporation as is required by this Part or by the Minister to be included therein, and shall be prepared in a form that clearly sets out information according to the major businesses or activities of the Corporation and its wholly-owned subsidiaries, if any.