Bill C-308: An Act to provide for the incorporation of the Canadian Broadcasting Corporation and to make consequential amendments to other Acts

Short Title Interpretation and Application Authorized Capital and Shares Continuance of Corporation Share Transactions Transitional Provisions Consequential Amendments Access to Information Act Federal-Provincial Fiscal Arrangements Act Financial Administration Act Payments in Lieu of Taxes Act Privacy Act Broadcasting Act Public Servants Disclosure Protection Act Coming into Force First Session, Forty-second Parliament, 64-65 Elizabeth II, 2015-2016 HOUSE OF COMMONS OF CANADA BILL C-308 An Act to provide for the incorporation of the Canadian Broadcasting Corporation and to make consequential amendments to other Acts FIRST READING, September 29, 2016 Mr. Trost 421294 SUMMARY This enactment allocates share capital to the Canadian Broadcasting Corporation and authorizes the issuance of those shares to a member of the Queen’s Privy Council for Canada. It also provides for the continuance of the Canadian Broadcasting Corporation as a corporation to which the Canada Business Corporations Act applies and makes consequential amendments to other Acts. Available on the Parliament of Canada Web Site at the following address: http://www.parl.gc.ca 1st Session, 42nd Parliament, 64-65 Elizabeth II, 2015-2016 HOUSE OF COMMONS OF CANADA BILL C-308 An Act to provide for the incorporation of the Canadian Broadcasting Corporation and to make consequential amendments to other Acts Preamble Whereas Parliament desires to privatize the Canadian Broadcasting Corporation by allowing for its public offering; Now, therefore, Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows: Short Title Short title 1 This Act may be cited as the Canadian Broadcasting Corporation Privatization Act. Interpretation and Application Definitions 2 (1) The following definitions apply in this Act. Corporation means the Canadian Broadcasting Corporation continued under section 6. (Société) Minister means the member of the Queen’s Privy Council for Canada designated under section 3. (ministre) Interpretation (2) Unless a contrary intention appears, words and expressions used in this Act have the same meaning as in the Canada Business Corporations Act. Operation of Canada Business Corporations Act (3) In the event of any inconsistency between this Act and the Canada Business Corporations Act, or anything issued, made or established under that Act, this Act prevails to the extent of the inconsistency. Operation of Competition Act (4) Nothing in, or done under the authority of, this Act affects the operation of the Competition Act in respect of the acquisition of any interest in the Corporation. Power to designate Minister 3 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. Binding on the Crown 4 This Act is binding on Her Majesty in right of Canada or a province. Authorized Capital and Shares Shares 5 (1) The Corporation is allocated an authorized capital consisting of one million shares of the classes determined by the Minister on the recommendation of the Board of Directors. Transfer (2) The shares referred to in subsection (1) are transferred to the Minister, who is authorized to acquire them. Registration and holding of shares (3) The shares transferred to the Minister must be registered in the books of the Corporation in the name of the Minister and are to be held by the Minister in trust for Her Majesty in right of Canada. Continuance of Corporation Application for certificate of continuance 6 (1) The Canadian Broadcasting Corporation, as continued under section 36 of the Broadcasting Act, must submit an application for a certificate of continuance under section 187 of the Canada Business Corporations Act to the Minister for approval within six months after the day on which this Act receives royal assent. Submission to Director (2) As soon as the Minister approves an application submitted under subsection (1), the Corporation must submit it to the Director. Presumption (3) An application submitted to the Director under this section is, subject to this Act, deemed for all purposes to have been made under subsection 187(1) of the Canada Business Corporations Act. Mandatory provisions in articles of continuance 7 The articles of continuance of the Corporation must contain a provision specifying that only a resident Canadian within the meaning of subsection 2(1) of the Canada Business Corporations Act may be a director of the Corporation. Name 8 Despite subsection 10(1) of the Canada Business Corporations Act, the Corporation may continue to use and be legally designated by the name “Canadian Broadcasting Corporation” in English and “Société Radio-Canada” in French on and after the day on which it becomes a corporation to which that Act applies. Publication in the Canada Gazette 9 The Director is not required to comply with subsection 187(6) of the Canada Business Corporations Act in respect of the Corporation, but the Director must, on issuing the certificate of continuance of the Corporation under section 6, cause a notice to be published in the Canada Gazette listing the date on which the certificate was issued. Share Transactions Share transactions 10 (1) The Minister may (a) acquire, hold, dispose of and otherwise deal with shares or debt obligations of, or any security interest in, the Corporation; and (b) enter into any agreement or arrangement necessary or incidental to any activity referred to in paragraph (a). Disposal of shares by the Minister (2) The Minister must sell or otherwise dispose of his or her shares of the Corporation within 36 months after the day on which this section comes into force, but may not sell or otherwise provide a majority of his or her shares to any one individual or entity. The Surplus Crown Assets Act and section 61 of the Financial Administration Act do not apply to the sale or disposition. Report 11 (1) The Minister must cause to be laid before each House of Parliament, within six months after the day on which this Act receives royal assent and every six months after that, a report setting out the number of shares of the Corporation held by the Minister. (2) Subsection (1) does not apply if the Minister ceases to hold shares of the Corporation. Transitional Provisions Continuation in office 12 (1) Subject to subsection (2), the members of the Board of Directors of the Corporation who were appointed under the Broadcasting Act and held office immediately before the day on which the Corporation becomes a corporation to which the Canada Business Corporations Act applies continue to hold office according to the terms of their appointment. Directors cease to hold office (2) The members of the Board of Directors of the Corporation cease to hold office at the close of the first annual meeting of shareholders of the Corporation held after the date on which the Corporation becomes a corporation to which the Canada Business Corporations Act applies, which meeting must be held not later than six months following the end of the Corporation’s financial year in which that date falls. No right to compensation (3) No person has any right to claim or receive any compensation, damages, indemnity or other form of relief from Her Majesty in right of Canada or any of Her serv-ants or agents for ceasing to hold office under, or for the abolition of that office by, this Act. Licences and authorizations 13 Any licence or authorization issued to the Corporation under the Radiocommunication Act or Broadcasting Act is continued, with any modification that the circumstances require, after the date on which the Corporation becomes a corporation to which the Canada Business Corporations Act applies, as if the licence or author-ization had been issued to the Corporation. Consequential Amendments R.‍S.‍, c. A-1 Access to Information Act 14 Section 68.‍1 of the Access to Information Act is repealed. R.‍S.‍, c. F-8; 1995, c. 17, s. 45 Federal-Provincial Fiscal Arrangements Act 15 Schedule I to the Federal-Provincial Fiscal Arrangements Act is amended by striking out the reference to: Canadian Broadcasting Corporation Société Radio-Canada R.‍S.‍, c. F-11 Financial Administration Act 16 Subsection 85(1.‍1) of the Financial Administration Act is replaced by the following: Exempted Crown corporations (1.‍1) Divisions I to IV, except for sections 89.‍8 to 89.‍92, subsection 105(2) and sections 113.‍1, 119, 131 to 148 and 154.‍01, do not apply to the Canada Council for the Arts, the International Development Research Centre or the National Arts Centre Corporation. R.‍S.‍, c. M-13; 2000, c. 8, s. 2 Payments in Lieu of Taxes Act 17 Schedule III to the Payments in Lieu of Taxes Act is amended by striking out the reference to: Canadian Broadcasting Corporation Société Radio-Canada R.‍S.‍, c. P-21 Privacy Act 18 Section 69.‍1 of the Privacy Act is repealed. 1991, c. 11 Broadcasting Act 19 Section 2 of the Broadcasting Act is amended by repealing the definition Corporation. 20 Paragraphs 3(1)‍(l) to (n) of the Act are repealed. 21 Subparagraph 9(1)‍(b)‍(ii) of the Act is repealed. 22 Subsection 11(3) of the Act is replaced by the following: Exceptions (3) Regulations made under subsection (1) do not apply to licensees carrying on programming undertakings on behalf of Her Majesty in right of a province. 23 Subsection 14(1) of the Act is replaced by the following: Research 14 (1) The Commission may undertake, sponsor, promote or assist in research relating to any matter within its jurisdiction under this Act and in so doing it must, wherever appropriate, utilize technical, economic and statistical information and advice from the departments or agencies of the Government of Canada. 24 Section 23 of the Act is repealed. 25 Subsection 24(2) of the Act is repealed. 26 Section 25 of the Act is repealed. 27 Paragraph 26(1)‍(b) of the Act is repealed. 28 Section 30 of the Act is replaced by the following: Amendment of schedule 30 The Governor in Council may, on the recommendation of the Minister made on the request of the Commission, amend the schedule. 29 Part III of the Act is repealed. 30 Section 92 of the Act is repealed. 31 (1) The schedule to the Act is amended by replacing the references after the heading “SCHEDULE” with the following: (Section 30) (2) The schedule to the Act is amended by repealing item 3. 2005, c. 46 Public Servants Disclosure Protection Act 32 Section 18 of the Public Servants Disclosure Protection Act is repealed. 33 Section 31 of the Act is repealed. 34 Schedule 1 to the Act is amended by striking out the reference to: Canadian Broadcasting Corporation Société Radio-Canada Coming into Force Coming into force 35 Sections 10 and 14 to 34 come into force on the day on which the Corporation becomes a corporation to which the Canada Business Corporations Act applies. Published under authority of the Speaker of the House of Commons