Organization Profile - Bank of Canada (2024)

Bank of Canada

Bank of Canada Act
http://laws-lois.justice.gc.ca/eng/acts/B-2/page-2.html#h-4

The Bank of Canada is managed by a Board of Directors and by the Governor of the Bank, who is Chair of the Board and the Bank's Chief Executive Officer, and the Deputy Governor, who is the alternate to the Governor.

The Board consists of twelve part-time directors and the Governor, the Deputy Governor and the Deputy Minister of Finance (the latter without a vote).

The Governor and Deputy Governor are appointed by the Board of Directors with GIC approval to hold office for a term of seven years during good behaviour and are eligible for reappointment.

The Minister, with the approval of the Governor in Council, shall appoint directors to hold office during good behaviour, subject to removal by the Governor in Council at any time for cause, to replace the directors whose terms of office have expired. The term of a director begins on the day he or she is appointed and ends immediately before March 1 of the year that is three years after the year in which the term of office of the director’s predecessor expired. The directors shall be selected from diversified occupations.

If a person ceases to be a director during the term for which he or she was appointed, the Minister shall, with the approval of the GIC, appoint a qualified person to hold office for the remainder of the term.

If, on the expiry of a director’s term of office, no new director is appointed, the director whose term of office expired may continue in office until a director is appointed.

Where a director, in the opinion of the Board, becomes permanently incapacitated, that director may be removed from office by resolution of the Board approved by the GIC.

If the Governor is absent or unable to act, or the office is vacant, the Deputy Governor has all the powers and functions of the Governor.

The Board may authorize one of the directors of the Board, or one of the persons appointed by the Board, to act as the Governor in the event that the Governor and Deputy Governor are absent or unable to act, or the offices are vacant, but no such person has authority to act as Governor for a period exceeding one month without the approval of the GIC.

No person is eligible to be appointed or to continue as Governor or Deputy Governor who:

• is not a Canadian citizen;
• is a member of the Senate or House of Commons, or a member of a provincial legislature;
• is employed in any capacity in federal public administration or the public service of a province, or holds any office or position for which any salary or other remuneration is payable out of public moneys;
• except as authorized by or under any Act of Parliament, is a director, partner, officer, employee or shareholder of:
  1. a member of the Canadian Payments Association,
  2. a clearing house or participant, as defined in section 2 of the Payment Clearing and Settlement Act,
  3. an investment dealer who acts as a primary distributor of new Government of Canada securities, or
  4. an institution that controls or is controlled by an institution referred to in any of subparagraphs mentioned above.

Neither the Governor nor the Deputy Governor shall:

• directly or indirectly hold any interest or right in membership shares of a federal credit union, within the meaning of section 2 of the Bank Act, in excess of the minimum number of membership shares of the federal credit union that is required for membership; or
• exercise any right he or she has as a member of such a federal credit union, except any right that he or she has as a customer of the federal credit union.

No person is eligible to be appointed or to continue as director who:

• is not a Canadian citizen ordinarily resident in Canada;
• is employed, on a full-time basis, in any capacity in federal public administration or the public service of a province or holds any office or position, other than as a part-time member of any board or advisory body of an agency or department of the government of Canada or of a province, for which any salary or other remuneration is payable out of public moneys, except that a director may perform temporary services for the government of Canada or of a province for which that director may be reimbursed actual travel and living expenses.

No person is eligible to be appointed or to continue as a director if the person is a director, a partner, an officer or an employee of any of the following institutions:

• a direct clearer as defined in the by-laws of the Canadian Payments Association;
• a clearing house of a clearing and settlement system designated under subsection 4(1) of the Payment Clearing and Settlement Act;
• a participant in the Large Value Transfer System, or its successor, operated by the Canadian Payment Association;
• an investment dealer who acts as a distributor of new Government of Canada securities; or
• an institution that controls, or is controlled by, an institution referred to in any of the paragraphs mentioned above.

The following directors shall constitute a quorum at meetings of the Board:

• six directors appointed pursuant to the Bank of Canada Act, and
• one of the Governor or the Deputy Governor. If the Governor and the Deputy Governor are not present at, or have withdrawn from, any meetings of the Board, the directors present shall choose one of their members to be acting Chairperson.