Organization Profile - Business Development Bank of Canada

Minister of Small Business

The Business Development Bank of Canada (BDC) is a Crown corporation created by Parliament and wholly owned by the Government of Canada. It reports to Parliament through the Minister of Industry. BDC fulfills its mandate by providing financing, venture capital and consulting services to entrepreneurs. While operating as a complementary provider of financial services, the BDC must be commercially viable, efficient and environmentally responsible.

Montreal, Quebec

Business Development Bank of Canada Act

The Bank has a Board of Directors comprised of the Chairperson, the President and not fewer than three, but no more than eleven, other directors. No more than two of the directors, excluding the Chairperson and President, may be appointed from the federal public administration.

The Chairperson is to be appointed by the GIC to hold office during pleasure for a term that the GIC considers appropriate.

Notwithstanding subsection 105(5) of the Financial Administration Act, the President is to be appointed by the GIC to hold office during good behaviour for a term that the GIC considers appropriate and may be removed for cause. The President is eligible for reappointment on the expiration of his or her term of office.

The other directors are to be appointed by the Minister, with the approval of the GIC, for a term of no more than four years so as to ensure, as far as possible, the expiration in any one year of the terms of office of not more than half of the directors.  If any director is not appointed to take office on the expiration of the term of an incumbent director, other than an officer-director, the incumbent director continues in office until a successor is appointed.

The GIC may appoint an individual to act as a director if a director is absent or unable to act.

If the President is absent or unable to act, or if the office of President is vacant, the Board may authorize an officer or employee of the Bank to act as President, but that person may not act as President for a period of more than 180 days without the approval of the GIC.

If the Chairperson is absent or unable to act or the office of Chairperson is vacant, the Board may authorize one of the other directors to act as Chairperson, but that person is not authorized to act as Chairperson for a period of more than 180 days without the approval of the GIC.

No individual is eligible to be appointed or to continue as President, Chairperson or a director if the individual is:

• neither a Canadian citizen nor a permanent resident, within the meaning of subsection 2(1) of the Immigration and Refugee Protection Act;
• a Canadian citizen who is not ordinarily resident in Canada;
• a permanent resident, within the meaning of subsection 2(1) of the Immigration and Refugee Protection Act, who has been ordinarily resident in Canada for more than one year after first becoming eligible to apply for Canadian citizenship;
• a member of the Senate or House of Commons or a member of the legislature of a province; or
• employed in the public service of a province.

The Financial Administration Act requires that before an officer-director of a parent Crown corporation is appointed, the Minister shall consult the Board of Directors of the Corporation with respect to the appointment.

A majority of the directors present at a meeting, one of whom shall be the President or any person who is authorized for the time being to exercise the powers and functions of the President. (Article 3 of By-Law No. 2)

The auditor of a Crown Corporation shall be appointed annually by the Governor in Council, after the appropriate Minister has consulted the Board of Directors of the corporation, and may be removed at any time by the Governor in Council, after the appropriate Minister has consulted the Board.

The Auditor General of Canada shall be appointed by the Governor in Council as the auditor, or a joint auditor, of each Crown Corporation, unless the Auditor General waives the requirement of being so appointed.

An auditor of a Crown Corporation is eligible for reappointment on the expiration of the auditor’s appointment.

If an auditor of a Crown Corporation is not appointed to take office on the expiration of the appointment of an incumbent auditor, the incumbent auditor continues in office until a successor is appointed.

A person is disqualified from being appointed or re-appointed or continuing as an auditor of the corporation if that person is not independent of the corporation, any of its affiliates, or the directors or officers of the corporation or any of its affiliates. Expenses reimbursed in accordance with policies and procedures of the Corporation.