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Public Sector Pension Investment Board Regulations (SOR/2000-77)

Regulations are current to 2024-03-06 and last amended on 2021-08-12. Previous Versions

PART 1Investments (continued)

Statement of Investment Policies, Standards and Procedures (continued)

 [Repealed, SOR/2001-463, s. 3]

Quantitative Limits

  •  (1) The Board must not directly or indirectly invest more than 10% of the total market value of the Board’s assets in the securities of

    • (a) any one person;

    • (b) two or more associated persons; or

    • (c) two or more affiliated corporations.

  • (2) Subsection (1) does not apply in respect of investments in

    • (a) a subsidiary of the Board;

    • (b) securities issued or fully guaranteed by the Government of Canada, the government of a province, or an agency of either of them;

    • (b.1) securities issued or fully guaranteed by the Government of the United States or any of its agencies;

    • (c) a fund composed of mortgage-backed securities that are fully guaranteed by the Government of Canada, the government of a province, or an agency of either of them;

    • (d) a fund that substantially replicates the composition of a widely recognized index of a broad class of securities traded on a public exchange; or

    • (e) a segregated fund or mutual or pooled fund that complies with the requirements applicable to a plan under the Pension Benefits Standards Regulations, 1985.

 [Repealed, SOR/2012-295, s. 2]

  •  (1) The Board shall not directly or indirectly invest in the securities of a corporation to which are attached more than 30 per cent of the votes that may be cast to elect the directors of the corporation.

  • (2) Subsection (1) does not apply in respect of investments in securities issued by a subsidiary of the Board.

  • (3) Subsection (1) does not apply in respect of investments in securities issued by an investment corporation if the corporation

    • (a) does not enter into a transaction — with a related party, or with a person who has ceased to be a related party within the 12 month period preceding the transaction — that the Board would be prohibited from entering into under section 16;

    • (b) limits its investments to those that are authorized for the Board under these Regulations;

    • (c) does not invest, or hold an investment, in securities of any other investment corporation to which are attached more than 30 per cent of the votes that may be cast to elect the directors of that corporation, unless the corporation first obtains, and provides to the Board, an undertaking by the other investment corporation

      • (i) not to enter into a transaction — with a related party, or with a person who has ceased to be a related party within the 12 month period preceding the transaction — that the Board would be prohibited from entering into under section 16,

      • (ii) not to invest, or hold an investment, in the securities of any other investment corporation, and

      • (iii) to limit its investments to those that are authorized for the Board under these Regulations; and

    • (d) has provided to the Board an undertaking described in subsection (6).

  • (4) Subsection (1) does not apply in respect of investments in securities issued by a real estate corporation if the corporation

    • (a) limits its activities to acquiring, holding, maintaining, improving, leasing or managing real or immovable property, that is owned by, or held on behalf of, or mortgaged or hypothecated to

      • (i) the Board,

      • (ii) the corporation,

      • (iii) any other real estate corporation in which securities to which are attached more than 30 per cent of the votes that may be cast to elect the directors of that corporation have been invested in by, or on behalf of, the Board pursuant to this subsection, or

      • (iv) any other real estate corporation in which securities to which are attached more than 30 per cent of the votes that may be cast to elect the directors of that corporation are owned by the corporation or by a real estate corporation referred to in subparagraph (iii);

    • (b) restricts its investments and loans, other than investments in real or immovable property or in the securities of other real estate corporations, to those authorized for the Board;

    • (c) does not enter into a transaction — with a related party, or with a person who has ceased to be a related party within the 12 month period preceding the transaction — that the Board would be prohibited from entering into under section 16;

    • (d) does not invest, or hold an investment, in securities of any other real estate corporation to which are attached more than 30 per cent of the votes that may be cast to elect the directors of that corporation, unless the corporation first obtains and deposits with the Board an undertaking by the other real estate corporation

      • (i) not to enter into a transaction — with a related party, or with a person who has ceased to be a related party within the 12 month period preceding the transaction — that the Board would be prohibited from entering into under section 16,

      • (ii) not to invest, or hold an investment, in the securities of any other real estate corporation; and

    • (e) has provided to the Board an undertaking described in subsection (6).

  • (5) Subsection (1) does not apply in respect of investments in securities issued by a resource corporation if the corporation

    • (a) limits its activities to acquiring, holding, exploring, developing, maintaining, improving, managing, operating or disposing of Canadian resource properties that are owned by, or held on behalf of,

      • (i) the Board,

      • (ii) the corporation,

      • (iii) any other resource corporation in which securities to which are attached more than 30 per cent of the votes that may be cast to elect the directors of that corporation have been invested in by, or on behalf of, the Board pursuant to this subsection, or

      • (iv) any other resource corporation in which securities to which are attached more than 30 per cent of the votes that may be cast to elect the directors of that corporation are owned by the corporation or by a resource corporation referred to in subparagraph (iii);

    • (b) restricts its investments and loans — other than investments in Canadian resource properties, investments in property to be used in connection with Canadian resource properties owned by the corporation, loans secured by Canadian resource properties to persons resident in Canada for the exploration or development of these properties, and investments in the securities of other resource corporations — to those authorized for the Board;

    • (c) does not borrow money other than for the purpose of earning income from Canadian resource properties;

    • (d) does not enter into a transaction — with a related party, or with a person who has ceased to be a related party within the 12 month period preceding the transaction — that the Board would be prohibited from entering into under section 16;

    • (e) does not invest, or hold an investment, in securities of any other resource corporation to which are attached more than 30 per cent of the votes that may be cast to elect the directors of that corporation, unless the corporation first obtains, and provides to the Board, an undertaking by the other resource corporation

      • (i) not to enter into a transaction — with a related party, or with a person who has ceased to be a related party within the 12 month period preceding the transaction — that the Board would be prohibited from entering into under section 16,

      • (ii) not to invest, or hold an investment, in the securities of any other resource corporation; and

    • (f) has provided to the Board an undertaking described in subsection (6).

  • (6) An undertaking made by an investment corporation, a real estate corporation or a resource corporation to the Board must provide that for as long as the Board directly or indirectly holds securities to which are attached more than 30 per cent of the votes that may be cast to elect its directors, the corporation will

    • (a) file with the Board, at such intervals or times as the Board directs,

      • (i) copies of its annual financial statements,

      • (ii) copies of its audited financial statements in respect of the immediately preceding 5 fiscal years, or for each year since the corporation was incorporated, if less than 5 years,

      • (iii) a list clearly identifying the assets of the corporation and the market value of each asset,

      • (iv) a list of the names of its officers, directors and shareholders, and

      • (v) a certificate stating that the corporation is complying with its undertaking; and

    • (b) permit the Board or a person authorized by the Board to visit its head office and to examine its books and records.

  • SOR/2000-243, s. 1
  • SOR/2005-416, s. 4
  •  (1) If the Board directly or indirectly invests in the securities of a real estate corporation or resource corporation to which are attached more than 30 per cent of the votes that may be cast to elect the directors of the corporation, the Board shall keep, in respect of each fund that holds common shares of the corporation, a record of the investment that shows the value of the common shares that is obtained by multiplying

    • (a) an amount equal to the assets of the corporation less the sum of its liabilities and its preferred capital stock

    by

    • (b) the number of common shares of the corporation held by the fund, divided by the total number of the issued and outstanding common shares of the corporation.

  • (2) The Board shall keep the record with the record of investments referred in paragraph 35(1)(c) of the Act.

  • SOR/2005-416, s. 5

 [Repealed, SOR/2007-304, s. 1]

Related Party Transactions

 For the purposes of sections 16 and 17

  • (a) if a transaction is entered into by, or on behalf of, the Board with a person who the Board, or any person acting on the Board's behalf, knows will become a related party to the Board, the person shall be considered to be a related party of the Board in respect of the transaction; and

  • (b) the fulfilment of an obligation under the terms of any transaction, including the payment of interest on a loan or deposit, is part of the transaction and not a separate transaction.

  • SOR/2000-243, s. 1

 Subject to sections 17 and 18, the Board shall not directly or indirectly enter into a transaction with a related party or with a person who has ceased to be a related party within the 12-month period preceding the transaction.

  • SOR/2000-243, s. 1
  •  (1) The Board may enter into a transaction with a related party if

    • (a) the transaction is required for the operation or administration of the Board; and

    • (b) the terms and conditions of the transaction are not less favourable to the Board than market terms and conditions.

  • (2) The Board may invest the moneys of the Board in the securities of a related party if those securities are acquired at a public exchange.

  • (3) The Board may enter into a transaction with a related party if the value of the transaction is nominal.

  • (4) For the purposes of subsection (3), in assessing whether the value of a transaction is nominal, two or more transactions with the same related party shall be considered as a single transaction.

  • SOR/2000-243, s. 1

Miscellaneous

 Sections 11 to 16 do not apply in respect of

  • (a) investments in a corporation that are held as a result of an arrangement, within the meaning of subsection 192(1) of the Canada Business Corporations Act, for the reorganization or liquidation of the corporation or for the amalgamation of the corporation with another corporation, if the investments are to be exchanged for shares or debt obligations; or

  • (b) assets that are acquired through the realization of a security interest held by the Board and that are held for a period not exceeding two years after the day on which the assets were acquired.

  • SOR/2000-243, s. 1
  • SOR/2001-463, s. 4
  •  (1) The moneys of the Board are to be invested

    • (a) in a name that clearly indicates that the investment is held in trust for the Board and, where the investment is capable of being registered, registered in that name;

    • (b) in the name of a financial institution, or a nominee of one, in accordance with a custodial agreement or trust agreement, entered into with the financial institution, that clearly indicates that the investment is held for the Board; or

    • (c) in the name of The Canadian Depository for Securities Limited, or a nominee of it, in accordance with a custodial agreement or trust agreement, entered into with a financial institution, that clearly indicates that the investment is held for the Board.

  • (2) For the purposes of subsection (1), "custodial agreement" means an agreement providing that

    • (a) an investment made or held on behalf of the Board pursuant to the agreement

      • (i) constitutes part of the Board's assets, and

      • (ii) shall not at any time constitute an asset of the custodian or nominee; and

    • (b) records shall be maintained by the custodian that are sufficient to allow the ownership of any investment to be traced to the Board at any time.

  • SOR/2000-243, s. 1

 The Board shall maintain a current record that clearly identifies every investment held by the Board in its name and every investment held in the name of a third party on behalf of the Board, the name in which the investment is made and, where appropriate, the name in which the investment is registered.

  • SOR/2000-243, s. 1

PART 2Annual Report

 The definitions in this section apply in this Part.

compensation

compensation includes annual salary, bonuses, non-cash remuneration, termination arrangements, and deferred compensation, including pension benefits funded by the Board, for service rendered by an individual in all capacities to the Board and its subsidiaries. (rémunération)

executive officers

executive officers means the five most highly compensated officers of the Board or its subsidiaries. (principaux dirigeants)

  • SOR/2000-243, s. 1
  •  (1) The annual report must include a statement of the corporate governance practices of the board of directors that sets out

    • (a) its duties, objectives and mandate;

    • (b) its committees, their composition, mandates and activities;

    • (c) the decisions requiring its prior approval;

    • (d) the procedures in place for the assessment of its performance; and

    • (e) its expectations in respect of the Board's management.

  • (2) The Board shall include, in its annual report, information disclosing the total compensation awarded to, earned by, or paid to the directors and executive officers during the financial year.

  • (3) The annual report must include a summary of the procedures established under paragraph 7(2)(d) of the Act.

  • SOR/2000-243, s. 1
 

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