Asia-Pacific Foundation of Canada Act

An Act to establish the Asia-Pacific Foundation of Canada Short title This Act may be cited as the Asia-Pacific Foundation of Canada Act. Foundation established There is hereby established a corporation to be known as the Asia-Pacific Foundation of Canada, in this Act referred to as the “Foundation”. Purpose of Foundation The purpose of the Foundation is to develop closer ties between the peoples and institutions of Canada and the peoples and institutions of the Asia-Pacific region and to promote capacity development in persons and entities that share an interest in the Asia-Pacific region and the building of networks between them by promoting mutual awareness and understanding of the cultures, histories, religions, philosophies, languages, life styles and aspirations in the Asia-Pacific region and Canada and their effects on each other’s societies; promoting dialogue on, and understanding of, foreign policy issues as they relate to Canada and the Asia-Pacific region; supporting development cooperation between organizations, institutions and associations in Canada and in the Asia-Pacific region; promoting collaboration among organizations, institutions and associations in private and public sectors in Canada and in the Asia-Pacific region; promoting closer economic and commercial ties between Canada and the Asia-Pacific region; promoting, in Canada, scholarship in and expertise on economic, cultural, social and other subjects relating to the Asia-Pacific region, and in the Asia-Pacific region, scholarship in and expertise on economic, cultural, social and other subjects relating to Canada; and collecting information and ideas relating to Canada and the Asia-Pacific region and disseminating such information and ideas within Canada and the Asia-Pacific region. Powers The Foundation has the capacity of a natural person and, without restricting the generality of the foregoing, the Foundation may, initiate, finance and administer programs and activities relevant to its purpose; support, assist and implement programs and activities by government, public or private organizations and agencies or by individuals for the furtherance of its purpose; enter into contracts or agreements with governments, public or private organizations and agencies or with individuals; publish or otherwise disseminate information of all kinds related to its purpose; sponsor or support conferences, seminars and other meetings related to its purpose; establish, maintain and operate information and data centres and facilities for research and other activities related to its purpose; establish and award scholarships or fellowships for study related to its purpose; give recognition, by such means as it deems appropriate, for outstanding contributions to the development of Canada’s relationship with countries of the Asia-Pacific region; acquire and hold real property or any interest therein and sell or otherwise dispose of the same; acquire any property, money or securities by gift, bequest or otherwise, and hold, expend, invest, administer or dispose of any such property, money or securities subject to the terms, if any, on which the property, money or securities is given, bequeathed or otherwise made available to the Foundation; expend, for the purpose of the Foundation, such moneys as may be appropriated by Parliament or by any other government for the activities of the Foundation or received by it through the conduct of its operations; expend, for the purpose of the Foundation, all amounts received by it as grants, contributions and donations of money for its activities; and do such other things as are conducive to the fulfilment of its purpose and to the exercise of its powers. Capacity in Canada The Foundation may carry on its activities throughout Canada. Extraterritorial capacity The Foundation has the capacity to carry on its activities and affairs and to exercise its powers in any jurisdiction outside Canada to the extent that the laws of that jurisdiction permit. Board of Directors The affairs of the Foundation are to be managed by a Board of Directors, in this Act referred to as the “Board”. [Repealed, 2005, c. 30, s. 63] Appointment to the Board The Board consists of the following directors: the Chairperson and up to four other directors appointed by the Governor in Council, on the recommendation of the Minister of Foreign Affairs, in this Act referred to as the “Minister”, after the Minister has consulted with the Board; up to eighteen directors appointed by the Board after consultations with the governments of the provinces and any interested individuals, corporations and organizations; and the President of the Foundation appointed under section 17. Appointments from provinces When considering the appointment to the Board under paragraph 9(b) of any person proposed by the government of a province, the Board, subject to the criteria that it may establish for the purpose, is to have regard to the amounts contributed to the Foundation by that province. Representation and experience The appointment of directors is to be made from persons whose background or experience would assist the Foundation in the fulfilment of its purpose and having regard to the following considerations: the need to ensure, as far as possible, that at least one half of the membership has experience or expertise concerning relations between Canada and the Asia-Pacific region; the need for a membership that has sufficient knowledge of corporate governance, investment management, auditing and evaluations; and the importance of having membership that is representative of Canadian society. Ineligibility A person is not eligible to be appointed as a director if the person is a member of the Senate or the House of Commons. Term of office The term of office of every director appointed in accordance with paragraphs 9(a) and (b) may not exceed three years. Re-appointment Subject to section 20, every director, including the Chairperson, whose term of office has expired is eligible for re-appointment to the Board in the same or another capacity but no person may be appointed to the Board more than three times. Removal from office The Chairperson and any director appointed under paragraph 9(a) may be removed for cause by the Governor in Council. Any director appointed under paragraph 9(b) may be removed for cause by the Board. Role of Chairperson The Chairperson shall preside at meetings of the Board and may perform such other duties as are assigned to him by the Board. Vice-Chairperson The Board may elect from among its members a Vice-Chairperson who, in the event of the absence or incapacity of the Chairperson, or if the office of Chairperson is vacant, has all the duties and functions of the Chairperson. Principal office The principal office of the Foundation shall be in Vancouver. Meetings The Board shall meet at such times and places as the Chairperson deems necessary, but it shall meet at least twice in each year, with at least one meeting at the principal office of the Foundation. Directors without voting rights A director who is part of the federal public administration does not have the right to vote on any matter before the Board or a committee of the Board. Duty of care The Chairperson, the President and every other director of the Foundation, in exercising any of their powers and in discharging any of their duties, shall act honestly and in good faith with a view to the best interests of the Foundation; exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances; and comply with this Act and the by-laws of the Foundation. Indemnification Except in respect of an action by or on behalf of the Foundation to procure a judgment in its favour, the Foundation may indemnify a present or former Chairperson, President or other director or officer of the Foundation against all costs, charges and expenses, including amounts paid to settle an action or to satisfy a judgment, that are reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or she is a party by reason of being or having been a director or officer of the Foundation, if he or she acted honestly and in good faith with a view to the best interests of the Foundation; and in the case of a criminal or administrative action or proceeding enforced by a monetary penalty, he or she had reasonable grounds for believing that the impugned conduct was lawful. Restriction The Board or a committee of the Board may not, for the purpose of making a decision other than a decision to appoint a director under paragraph 9(b), be comprised of a majority of directors appointed under paragraph 9(a) who have the right to vote. Delegation by Board The Board may delegate to the Chairperson, a committee of directors or an officer of the Foundation any of the powers or rights of the Board. Restrictions on delegation The Board may not, however, delegate any power or right of the Board to make, amend or repeal by-laws; to appoint directors to, or fill vacancies on, a committee of the Board; to appoint officers of the Foundation or fix their remuneration; to accept grants, contributions and donations; or to approve the annual financial statements or annual reports of the Foundation. Both official languages to be used The Foundation shall offer its services in both official languages. Appointment and role The Board shall appoint a President of the Foundation who shall have supervision over and direction of the activities and staff of the Foundation. Experience, expertise and other qualifications In order to be appointed as President, a person must have experience or expertise concerning relations between Canada and the Asia-Pacific region and must possess any other qualifications specified by the Board. Transparent and competitive process The President must be selected through a transparent and competitive process. If appointed from Board Where the President is appointed from among the members of the Board, another director may be appointed in his place in accordance with paragraphs 9(a) or (b), as the case may be. The term of office of the President may not exceed three years, but the Board may remove the President from office at any time. A President whose term of office has expired is eligible for re-appointment in that capacity but no person may be appointed as President more than three times. Acting President The Board may authorize any director of the Board or any officer or employee of the Foundation to act as President in the event that the President is absent or incapacitated or if the office of the President is vacant. Chairperson and other directors The Chairperson and the other directors, other than the President, shall serve without remuneration, but may be paid such travel and living expenses while absent from their ordinary place of residence in connection with the activities of the Foundation as are fixed by by-law of the Board. President The President shall be paid such remuneration and expenses as are fixed by the Board. An acting President shall be paid such remuneration and expenses as are fixed by the Board. Committees The Board may appoint an Executive Committee or advisory or other committees under such terms and conditions as the Board may by by-law provide. Audit and evaluation committee The Board shall appoint an audit and evaluation committee consisting of not fewer than three directors and fix the duties and functions of the committee and may, by by-law, provide for the payment of expenses to the members of the committee. Internal audit In addition to any other duties and functions that it is required to perform, the audit and evaluation committee shall cause internal audits to be conducted to ensure compliance by the officers and employees of the Foundation with management systems and controls established by the Board. By-laws The Board may make by-laws respecting, the procedure in all business at meetings of the Board or its committees, if any; the expenses to be paid to the members of the Board; the constitution of committees appointed pursuant to section 25, the role and duties of those committees and the expenses, if any, to be paid to the members of those committees; the employment or engagement and the remuneration, expenses and duties of officers, employees and agents of the Foundation; membership in the Foundation; the appointment of patrons and honorary officers of the Foundation; and generally, the conduct and management of the affairs of the Foundation. Not agent of Her Majesty The Foundation is not an agent of Her Majesty and the Chairperson, the other directors, the President and the officers and employees of the Foundation are not, by virtue of their office or employment, part of the federal public administration. Foundation not owned by Crown For greater certainty, the Foundation is not, for the purposes of Part X of the Financial Administration Act or for any other purpose, to be considered to be wholly owned directly by Her Majesty in right of Canada. Foundation deemed registered charity Subject to section 29, the Foundation shall, for the purposes of the Income Tax Act, be deemed to be a registered charity within the meaning of that expression for the purposes of that Act. Ceases to be registered charity The Foundation shall, for all purposes, cease to be deemed to be a registered charity within the meaning of the Income Tax Act if the aggregate of amounts for which it has issued receipts that contain prescribed information pursuant to that Act are not used in accordance with the provisions of that Act governing expenditures by charitable organizations. Profits Subject to any by-law of the Foundation providing for the payment of any expenses to the members of the Board or any remuneration to the officers, employees and agents of the Foundation, any profits of the Foundation or accretions to the value of the property of the Foundation shall be used to further the activities of the Foundation and no part of the property or profits of the Foundation may be distributed, directly or indirectly, to any member of the Board or member of the Foundation. [Repealed, 2005, c. 30, s. 74] Grants, contributions and donations Subject to subsection (3), the Foundation may accept grants, contributions and conditional or unconditional donations of money from any person, including the Government of Canada and the government of a province. Use of grants, contributions and donations All grants, contributions and donations of money received by the Foundation, and any income arising from the investment of those grants, contributions and donations, shall be used by the Foundation in fulfilling its purpose and in accordance with the terms and conditions of any agreement for the provision of funding. Conditional grants, contributions and donations The Foundation may not accept a grant, contribution or donation of money that is made on the condition that the Foundation use the grant, contribution or donation, or any income arising from it, for any purpose that is not consistent with the purpose of the Foundation. Investment policies The Board shall establish investment policies, standards and procedures that a reasonably prudent person would apply in respect of a portfolio of investments to avoid undue risk of loss and obtain a reasonable return, having regard to the Foundation’s obligations and anticipated obligations. Investments Subject to any conditions of a grant, contribution or donation restricting the investment of money, the Foundation shall invest its funds, and reinvest any income from those funds, in accordance with the investment policies, standards and procedures established by the Board. Incorporation of other corporations The Foundation may not, without the prior written authorization of the Minister, cause any corporation to be incorporated or participate in the incorporation of a corporation or become a partner in a partnership. Meaning of eligible recipient In this section, eligible recipient means an entity that is established in Canada; meets the criteria of eligibility established by the Foundation in accordance with any agreement entered into between Her Majesty in right of Canada and the Foundation for the provision of funding by Her Majesty in right of Canada to the Foundation; and has legal capacity or is composed of organizations each of which has legal capacity. Property to be divided If the Foundation is wound up or dissolved its property remaining after its debts and obligations have been satisfied shall be liquidated; the moneys arising from the liquidation shall be distributed among all the eligible recipients that have received funding from the Foundation and that are, as of the day the distribution begins, carrying on projects that are consistent with the purpose of the Foundation, to be used by them for those or any other projects that are so consistent; and each of those eligible recipients shall receive an amount that is the same proportion of the moneys arising from the liquidation as the total funding received by that eligible recipient from the Foundation is of the total of all funding that has been provided by the Foundation to all of those eligible recipients. Repayment out of remaining property Despite subsection (2), the Minister may require the Foundation to repay, out of the moneys arising from the liquidation, to the Receiver General for credit to the Consolidated Revenue Fund any amount that is so repayable under the terms or conditions on which public moneys were provided to the Foundation. Auditor The Board shall appoint an auditor for the Foundation and fix the auditor’s remuneration. Qualifications of auditor In order to be appointed, the auditor must be a natural person who is a member in good standing of an institute or association of accountants incorporated by or under an Act of the legislature of a province, has at least five years experience at a senior level in carrying out audits, is ordinarily resident in Canada, and is independent of the Board, the directors, the officers and, if any, the members of the Foundation; or a firm of accountants of which the member or employee, jointly designated by the Board and the firm to conduct the audit of the books and records of the Foundation on behalf of the firm, meets the qualifications set out in paragraph (a). Audit The accounts and financial transactions of the Foundation shall be audited annually and a report of the audit shall be made to the Board. Annual report The Board shall, within four months after the end of each fiscal year of the Foundation, submit to the Minister a report, in both official languages, of the activities of the Foundation for that year. The report shall include the financial statements of the Foundation for that year, prepared in accordance with generally accepted accounting principles, and the auditor’s report on those financial statements; a detailed statement of its investment activities during that year and its investment portfolio as at the end of that year; a detailed statement of its funding activities; a statement of its plans for fulfilling its purpose for the next fiscal year; and an evaluation of the overall results achieved by the Foundation. Tabling in Parliament The Minister shall cause a copy of the report to be laid before each House of Parliament on any of the first 15 days on which that House is sitting after the Minister receives it. Making report available The Board shall, as soon as is practicable after it is tabled under subsection (2), make the report available for public scrutiny. Review The Board shall, within five years after the coming into force of this section and every five years after that, review the Foundation’s activities and organization and submit a report to the Minister on the activities and organization, including a statement of any changes the Board recommends.