His Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:
Short Title
This Act may be cited as the Build Canada Homes Act.
Definitions
The following definitions apply in this Act.
appropriate Minister means the Minister specified as the appropriate Minister in respect of Canada Lands Company Limited for the purposes of Part X of the Financial Administration Act. (ministre de tutelle)
Board means the board of directors established by section 7. (conseil)
Chairperson means the Chairperson appointed under section 8. (président)
Chief Executive Officer means the Chief Executive Officer appointed under section 11. (premier dirigeant)
Corporation means Build Canada Homes, the corporation established by subsection 5(1). (Société)
director means a director appointed under subsection 10(1). (administrateur)
Minister means the member of the King’s Privy Council for Canada who is designated as the Minister under section 3. (ministre)
parent Crown corporation has the same meaning as in subsection 83(1) of the Financial Administration Act. (société d’État mère)
person includes a trust, a partnership, a joint venture and an association of natural persons or corporations. (personne)
wholly-owned subsidiary has the same meaning as in section 83(1) of the Financial Administration Act. (filiale à cent pour cent)
Designation of Minister
The Governor in Council may, by order, designate a member of the King’s Privy Council for Canada to be the Minister for the purposes of this Act.
Purpose
The purpose of the Corporation is to promote, support and develop the supply of affordable housing in Canada and to promote innovative and efficient building techniques in the housing construction sector in Canada.
Establishment of Build Canada Homes
A corporation is established to be known as Build Canada Homes.
The head office of the Corporation is to be at a place in Canada that is designated by the Governor in Council.
The Corporation has the capacity and, subject to this Act, the rights, powers and privileges of a natural person.
The Corporation is an agent of His Majesty.
The Corporation, or any of its wholly-owned subsidiaries that is an agent of His Majesty, may enter into contracts with His Majesty as though it were not an agent of His Majesty.
Despite subsection (1), the Governor in Council may, by order, declare that the Corporation is not an agent of His Majesty when it is carrying out activities specified in the order.
Board of Directors and Chief Executive Officer
The Corporation has a board of directors consisting of a Chairperson and at least eight but not more than 10 other directors.
The Chairperson is to be appointed by the Governor in Council to hold office during pleasure for any term that the Governor in Council considers appropriate.
If the Chairperson is absent or incapacitated or if the office of Chairperson is vacant, the Board may designate one of the other directors to exercise the powers and perform the duties and functions of the Chairperson during the absence, incapacity or vacancy, but that director is not to be designated for a period exceeding 90 days without the approval of the Governor in Council.
Each director of the Board, other than the Chairperson, is to 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 expiry in any one year of the terms of office of not more than one half of the directors.
Despite subsection (1), 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 the office until their successor is appointed.
The Chief Executive Officer is to be appointed by the Governor in Council to hold office during pleasure for any term that the Governor in Council considers appropriate.
The Chief Executive Officer is to carry out the duties and functions of the office on a full-time basis.
If the Chief Executive Officer is absent or incapacitated or if the office of chief executive officer is vacant, the board may designate any individual to exercise the powers and perform the duties and functions of the Chief Executive Officer during the absence, incapacity or vacancy, but that individual is not to be designated for a period exceeding 90 days without the approval of the Governor in Council.
Subject to the by-laws of the Corporation, the Chief Executive Officer may attend meetings of the Board or any of its committees.
The Minister must consult the Board with respect to the appointment of any individual as Chairperson or Chief Executive Officer.
An individual is not eligible to be appointed, or continue in the office, 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; or
is a member of the Senate or House of Commons or a member of the legislature of a province.
The Governor in Council may terminate the appointment of, or remove or suspend, any director, including the Chairperson, and the Chief Executive Officer.
The Chairperson, each of the other directors and the Chief Executive Officer are to be paid by the Corporation remuneration for their services in respect of that office.
The rate of any remuneration paid to the Chairperson, each of the other directors and the Chief Executive Officer is to be fixed by the Governor in Council.
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.
The Board may delegate powers to any of its committees to act in all matters that are not by this Act or by any by-law of the Corporation or resolution of the Board that are not specifically reserved to the Board.
Powers
To carry out its purpose, the Corporation may, among other things,
provide advice to federal ministers, departments, commissions, boards and agencies and to Crown corporations, as defined in subsection 83(1) of the Financial Administration Act, on any matter related to its purpose;
provide financial assistance to any person or entity, including any level of government in Canada;
invest in persons or entities carrying on activities in respect of the supply of affordable housing in Canada, including by acquiring their shares or securities or by making a loan or guarantee to the person or entity;
invest in ventures or enterprises, including through the acquisition and development of property, that are likely to benefit the supply of affordable housing or the adoption of innovative and efficient building techniques in Canada;
develop land and construct housing in Canada;
acquire, hold, manage, exchange, sell or otherwise dispose of or lease any property;
take any security or security interest in any property;
enter into arrangements or agreements with, and act as agent or mandatary for, any person or entity, including any level of government in Canada, for the provision of services or programs to, by, on behalf of or jointly with that person or entity, and deliver financial assistance or make investments on their behalf under the arrangement or agreement;
charge fees for services provided by the Corporation in the exercise of its powers under this Act;
collect and disseminate data, in collaboration with any level of government in Canada, in order to monitor and assess the housing sector in Canada and to better inform investment decisions in respect of that sector; and
do any other thing related to carrying out its purpose that the Governor in Council may, by order, specify.
Despite paragraph 20(c), the Corporation may provide a loan guarantee only with the Minister of Finance’s approval.
The Corporation or any of its wholly-owned subsidiaries may procure the incorporation, dissolution or amalgamation of its subsidiaries, and acquire or dispose of any shares in its subsidiaries, only with the approval of the Minister or under a directive of the Governor in Council under subsection 36(1).
Section 91 of the Financial Administration Act does not apply to or in respect of the Corporation or any of its wholly-owned subsidiaries.
Subsection 99(2) of the Financial Administration Act does not apply in respect of any sale or other disposal or lease of property held by the Corporation or any of its wholly-owned subsidiaries that is an agent of His Majesty.
Subsection 100(1) of the Financial Administration Act does not apply to or in respect of the Corporation or any of its wholly-owned subsidiaries that is an agent of His Majesty.
The Corporation may cooperate with any person or entity, including any level of government in Canada, to carry out its purpose, and for that purpose may enter into agreements and participate in any trust, partnership, joint venture or association of natural persons or corporations.
Financial Provisions
The capital of the Corporation is $100, divided into 10 shares having a par value of $10 each. The shares are to be issued to the Minister to be held on behalf of His Majesty.
The shares issued to the Minister are to be registered by the Corporation in the name of the Minister.
The financial year of the Corporation is the period of 12 months beginning on April 1 and ending on the next March 31, unless the Governor in Council directs otherwise.
The Minister of Finance may make payments out of the Consolidated Revenue Fund in an aggregate amount not exceeding $11.5 billion, or any other amount that is specified in an appropriation Act or any other Act of Parliament, to fund the operations and activities of the Corporation.
At the request of the Corporation, the Minister of Finance may, on the recommendation of the Minister, lend money to the Corporation out of the Consolidated Revenue Fund on any terms and conditions that the Minister of Finance may fix.
The Corporation or any of its wholly-owned subsidiaries may, to carry out its purpose, borrow money from any other source, but the aggregate outstanding amount of all loans from such other sources at any time may not exceed $400 million or any other amount that is specified by order of the Governor in Council on the recommendation of the Minister of Finance.
Any loan guarantee provided by the Corporation or any of its wholly-owned subsidiaries is not considered to be a transaction to borrow money for the purposes of subsection (2).
Miscellaneous
The Governor in Council may make regulations to carry out the purposes and provisions of this Act, including regulations setting out requirements in respect of the exercise of the Corporation’s powers under this Act.
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.
The directors, including the Chairperson, the Chief Executive Officer and the officers and employees of the Corporation 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.
Five years after the day on which this section comes into force, and every 10 years after that, the Minister must have a review of the provisions and operation of this Act undertaken in consultation with the Minister of Finance.
Within one year after the review is undertaken, the Minister must cause a copy of a report on the review to be laid before each House of Parliament.
The report is to 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.
Transfers and Reorganization
The Governor in Council may, on the recommendation of the Minister, by order, transfer or direct to be transferred to the Corporation
the administration, management and control of any property, rights or interests held by Canada Lands Company Limited or any of its wholly-owned subsidiaries; or
any obligation incurred or assumed by Canada Lands Company Limited or any of its wholly-owned subsidiaries.
The Governor in Council may — on the recommendation of the Minister in relation to the Corporation or any wholly-owned subsidiary of the Corporation or of the appropriate Minister in relation to Canada Lands Company Limited or any wholly-owned subsidiary of Canada Lands Company Limited — on any terms and conditions that the Governor in Council considers appropriate, issue a directive to the Corporation or to Canada Lands Company Limited or to any wholly-owned subsidiary of the Corporation or of Canada Lands Company Limited to take any measure referred to in any of sections 37, 39 or 40.
The directors of the Corporation or of Canada Lands Company Limited or of any wholly-owned subsidiary of the Corporation or of Canada Lands Company Limited must comply with a directive issued under subsection (1). Compliance with the issued directive is deemed to be in the best interests of the Corporation, Canada Lands Company Limited or the wholly-owned subsidiary, as the case may be.
As soon as feasible after implementing a directive and completing any actions that are required to be taken in connection with that implementation, the Corporation, Canada Lands Company Limited or the wholly-owned subsidiary must notify the Minister or the appropriate Minister, as the case may be, that it has done so.
The Statutory Instruments Act does not apply to a directive issued under subsection (1).
If a directive is issued under subsection (1), no action or other proceeding, including any action or proceeding in restitution or for damages of any kind, that is based on or is in relation to any agreement in relation to the Corporation or Canada Lands Company Limited or any wholly-owned subsidiary of the Corporation or of Canada Lands Company Limited that existed on or before the directive is issued lies or may be instituted by anyone against His Majesty or any minister or any employee or agent of His Majesty, or any person engaged to provide advice or services to His Majesty in relation to such an agreement, for anything done or omitted to be done or for anything purported to have been done or omitted to be done under the directive, in the exercise of their powers or the performance of their duties or functions.
If directed by the Governor in Council under subsection 36(1), the Corporation may take any of the following measures:
procure the incorporation of a corporation, securities of which, on incorporation, would be held by, on behalf of or in trust for His Majesty;
procure the incorporation of a corporation, securities of which, on incorporation, would be held by, on behalf of or in trust for the Corporation;
acquire securities of a corporation or any other entity that, on acquisition, would be held by, on behalf of or in trust for His Majesty;
acquire securities of a corporation or any other entity that, on acquisition, would be held by, on behalf of or in trust for the Corporation;
acquire all or substantially all of the assets of a corporation or of any other entity;
sell or otherwise dispose of some or all of the securities of a corporation or any other entity that are held by, on behalf of or in trust for the Corporation;
procure an addition to, or other material change in, the objects or purposes for which any of its wholly-owned subsidiaries is incorporated or formed or the restrictions on the businesses or activities that the subsidiary may carry on, as set out in its articles;
procure the amalgamation or dissolution of any of the Corporation’s wholly-owned subsidiaries; and
do anything that is necessary for, or incidental to, a measure taken under any other paragraph of this section.
The appropriate Minister may apply for articles that would add to or otherwise make a material change in the objects or purposes for which Canada Lands Company Limited is incorporated, or the restrictions on the businesses or activities that it may carry on, as set out in its articles.
If directed by the Governor in Council under subsection 36(1), Canada Lands Company Limited may take any of the following measures:
procure an addition to, or other material change in, the objects or purposes for which it or any of its wholly-owned subsidiaries is incorporated, or the restrictions on the businesses or activities that it or any of its wholly-owned subsidiaries may carry on, as set out in their articles;
sell or otherwise dispose of some or all of the securities of a corporation or any other entity that are held by, on behalf of or in trust for it;
sell or otherwise dispose of some or all of the securities of a corporation or any other entity that are held by, on behalf of or in trust for His Majesty;
procure the amalgamation or dissolution of any of its wholly-owned subsidiaries; and
do anything that is necessary for, or incidental to, a measure taken under any other paragraph of this section.
If it is issued a directive by the Governor in Council under subsection 36(1), a wholly-owned subsidiary of the Corporation or Canada Lands Company Limited may take any of the following measures:
procure an addition to, or other material change in, the objects or purposes for which the wholly-owned subsidiary is incorporated or formed, or the restrictions on the businesses or activities that it may carry on, as set out in its articles;
procure the incorporation of a corporation, securities of which, on incorporation, would be held by, on behalf of or in trust for His Majesty;
procure the incorporation of a corporation, securities of which, on incorporation, would be held by, on behalf of or in trust for it;
sell or otherwise dispose of some or all of its assets;
sell or otherwise dispose of some or all of its liabilities;
issue securities and sell or otherwise dispose of some or all of those securities;
reorganize its capital structure;
acquire assets of a corporation or of any other entity;
acquire securities of a corporation or any other entity that, on acquisition, would be held by, on behalf of or in trust for it;
sell or otherwise dispose of some or all of the securities of a corporation or any other entity that are held by, on behalf of or in trust for it;
procure its amalgamation or dissolution or the amalgamation or dissolution of any of its wholly-owned subsidiaries; and
do anything that is necessary for, or incidental to, a measure taken under any other paragraph of this section.
The appropriate Minister may make payments out of the Consolidated Revenue Fund to make a contribution of capital to Canada Lands Company Limited or to acquire shares in Canada Lands Company Limited on behalf of His Majesty.
The Minister of Finance may make payments out of the Consolidated Revenue Fund to fund the operations and activities of any entity designated by the Governor in Council if the Governor in Council is of the opinion that the entity is performing any activity related to carrying out the purpose of the Corporation.
For the purposes of subsection (1), Canada Lands Company Limited may enter into contracts with His Majesty as though it were not an agent of His Majesty.
This section is repealed on a day to be fixed by order of the Governor in Council.
Sections 89, 90 and 91 and subsection 99(2) of the Financial Administration Act do not apply to any measure referred to in sections 37 to 40.
The Governor in Council may, by order, declare that any of the provisions of Part X of the Financial Administration Act do not apply to measures taken by the Corporation or any of its wholly-owned subsidiaries or Canada Lands Company Limited or any of its wholly-owned subsidiaries under a directive made under subsection 36(1).
Transitional Provisions
The Governor in Council may, by order, require that
all rights and property of His Majesty under the administration, management and control of the Minister of Infrastructure and Communities and used for the operations and activities of the special operating agency are transferred to the Corporation;
all obligations and liabilities of His Majesty incurred in respect of the special operating agency are transferred to the Corporation; and
every reference to the special operating agency in a deed, contract, instrument or act or other document is, unless the context requires otherwise, to be read as a reference to the Corporation.
Until the first day on which the Board consists of a Chairperson and at least eight other directors, the Chairperson has all the powers of the Board.
The person who holds the office of Chief Executive Officer of the special operating agency immediately before the day on which this section comes into force continues in the office as the Chief Executive Officer of the Corporation for the remainder of the term for which the person was appointed Chief Executive Officer of the special operating agency.
The Governor in Council may make regulations respecting the transfer of the special operating agency to the Corporation, including regulations respecting the manner in which rights, property, obligations and liabilities are to be transferred under paragraphs 45(a) and (b) and any restrictions on those transfers.
Consequential Amendment to the Financial Administration Act
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Coordinating Amendments
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Coming into Force
The provisions of this Act, except for section 50, come into force on a day or days to be fixed by order of the Governor in Council.[Note: Act, except section 50, not in force.]