On January 20, 2014, the Office of the Superintendent of
Financial Institutions (OSFI) issued its Draft Advisory Changes
to the Membership of the Board or Senior Management of a
federally-regulated financial institution (FRFI) for public
comment. The Draft Advisory requires a FRFI to provide OSFI
with prior written notification of changes to its board of
directors and senior management team. In the case of a change
of director, the FRFI must notify OSFI as soon as the FRFI
identifies the potential new board candidate, and it must provide
OSFI with written notification at least 30 days prior to the
appointment of a new senior manager. For large, complex
FRFIs, OSFI may also request an introductory meeting with the
candidate shortly following his or her appointment or election.
The Draft Advisory complements OSFI's Corporate Governance
Guideline, published in January 2013, which requires a FRFI to
notify OSFI of any circumstances that may adversely affect the
suitability of a director or senior manager, as well as any
potential changes to its board or senior management team.
Although the Draft Advisory recognizes the importance of a FRFI
making its own decisions in the context of its day-to-day
operations, including with respect to the appointment of senior
managers or the nomination of directors, OSFI will inform a FRFI if
it has any concerns regarding the appropriateness of a specific
candidate. The Draft Advisory is, therefore, one further step in
the direction of a formal corporate governance regulatory
Comments are due by February 28, 2014.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
Under the Income Tax Act, the Employment Insurance Act, the Canada Pension Plan Act and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions.
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