S-17 - Act respecting the Société générale de financement du Québec

Updated to 27 November 2003

This document has official status.

chapter S-17

Act respecting the Société générale de financement du Québec

1. This Act may be cited as the Charter of the Société générale de financement du Québec.

1962, c. 54, s. 1.

2. (Repealed).

1962, c. 54, s. 2; 1976, c. 12, s. 1; 1977, c. 5, s. 14; 1978, c. 66, s. 1.

3. A joint stock company is constituted under the name of “Société générale de financement du Québec”. Its head office shall be at Montréal.

The company is hereinafter called “the company”.

1962, c. 54, s. 3; 1977, c. 5, s. 14; 1978, c. 66, s. 2; 1996, c. 44, s. 1; 1999, c. 40, s. 294.

4. The object of the company is to carry out, in cooperation with partners and in accordance with accepted requirements of profitability, economic development projects, in particular, in the industrial sector, in conformity with the economic development policy of the Government.

1962, c. 54, s. 4; 1978, c. 66, s. 3; 1996, c. 44, s. 2.

4.1. (Repealed).

1978, c. 66, s. 3; 1983, c. 18, s. 1; 1996, c. 44, s. 3.

4.2. (Repealed).

1983, c. 18, s. 1; 1996, c. 44, s. 3.

5. The company shall have, in particular, the power:

(a)  to acquire by subscription or otherwise shares, debentures or other securities of any undertaking;

(b)  to create and lease technical administrative and research services for itself or for others;

(c)  to purchase treasury bonds or debentures issued or guaranteed by the federal government or a province and debentures of municipalities or school boards of Québec;

(d)  to resell the shares, debentures, treasury bonds or other securities acquired by the company but not to traffic therein.

1962, c. 54, s. 5.

6. The authorized capital of the company is $2,925,000,000, divided into 292,500,000 common shares of a par value of $10 each.

1962, c. 54, s. 7; 1971, c. 78, s. 1; 1972, c. 52, s. 7; 1976, c. 12, s. 2; 1978, c. 66, s. 4; 1980, c. 35, s. 1; 1983, c. 18, s. 2; 1996, c. 44, s. 4; 1998, c. 45, s. 23.

7. The shares of the company shall form part of the domain of the State and shall be allotted to the Minister of Finance.

1962, c. 54, s. 8; 1972, c. 52, s. 8; 1976, c. 12, s. 3; 1983, c. 18, s. 3; 1996, c. 44, s. 5; 1998, c. 45, s. 24.

8. The Minister of Finance shall subscribe and pay to the company, at the latter’s request, out of the consolidated revenue fund, after 20 July 1998, not more than 244,750,000 common shares. The subscription application must be consistent with the company’s financial needs as stated in its annual operational plan referred to in section 15.1.

Before filing a subscription application with the Minister, the company shall send to the Minister a 30-day advance notice indicating the number of shares for which the subscription application is filed and setting forth the reasons for the application.

1962, c. 54, s. 9; 1966-1967, c. 76, s. 2; 1969, c. 72, s. 1; 1971, c. 78, s. 2; 1972, c. 52, s. 9; 1973, c. 69, s. 1; 1976, c. 12, s. 4; 1978, c. 66, s. 5; 1980, c. 35, s. 2; 1983, c. 18, s. 4; 1996, c. 44, s. 6; 1998, c. 45, s. 25.

8.1. Following a reduction in the share capital of the company and a corresponding reimbursement of capital to the Minister of Finance pursuant to the Act respecting the reduction of the share capital of legal persons established in the public interest and of their subsidiaries (chapter R-2.2.1), the Minister shall also be authorized to subscribe, with the authorization of the Government and subject to the conditions it determines, shares of the company the value of which shall not exceed the amount of the reimbursement. The shares shall be paid out of the consolidated revenue fund. The certificates shall be issued after the shares are fully paid.

1983, c. 18, s. 4; 1996, c. 44, s. 6.

8.2. (Replaced).

1983, c. 18, s. 4; 1996, c. 44, s. 6.

8.3. (Replaced).

1983, c. 18, s. 4; 1996, c. 44, s. 6.

8.4. (Replaced).

1983, c. 18, s. 4; 1996, c. 44, s. 6.

8.5. (Replaced).

1983, c. 18, s. 4; 1996, c. 44, s. 6.

9. (Repealed).

1971, c. 78, s. 3; 1973, c. 69, s. 2; 1976, c. 12, s. 5; 1983, c. 18, s. 5.

9.1. The company is authorized to acquire at book value as at 31 March 1998 the shares of Rexfor, Soquem, Soquia and Soquip that are transferred to the company by the Minister of Finance. In return, the company shall issue to the Minister a certificate for a number of fully paid common shares representing an equivalent value.

1998, c. 45, s. 26.

10. The shares of the company which form part of the domain of the State shall be allotted to the Minister of Finance who shall exercise all the rights attached to the shares; subsection 3 of section 196 of the Companies Act (chapter C-38) does not apply to proxies appointed by the Minister of Finance.

1971, c. 78, s. 3 (part); 1979, c. 77, s. 27; 1984, c. 36, s. 44; 1988, c. 41, s. 89; 1994, c. 16, s. 51; 1996, c. 44, s. 7.

10.1. (Repealed).

1978, c. 66, s. 6; 1996, c. 44, s. 8.

10.2. (Repealed).

1978, c. 66, s. 6; 1996, c. 44, s. 8.

11. Each payment following a subscription for capital stock of the company is allocated to the full payment of a proportional number of shares; upon such a payment, a certificate shall be issued for a corresponding number of paid-up shares.

1962, c. 54, s. 11; 1983, c. 18, s. 6.

12. The Government may, on the conditions it determines

(a)  authorize the Minister of Finance to advance to the company any amount considered necessary for the carrying out of the company’s objects;

(b)  secure the payment in capital and interest of any loan of the company and guarantee the performance of any of its obligations;

(c)  make any commitment in respect of the carrying out or financing of a project.

The sums required for the purposes of this section shall be taken out of the consolidated revenue fund.

1976, c. 12, s. 6; 1977, c. 5, s. 14; 1983, c. 18, s. 7; 1996, c. 44, s. 9.

12.1. (Repealed).

1983, c. 18, s. 8; 1996, c. 44, s. 10.

12.2. (Repealed).

1983, c. 18, s. 8; 1996, c. 44, s. 10.

13. (Repealed).

1962, c. 54, s. 12; 1966-1967, c. 76, s. 4; 1969, c. 72, s. 3; 1976, c. 12, s. 7; 1978, c. 66, s. 7.

14. The affairs of the company are managed by a board of directors of not fewer than seven nor more than thirteen members.

Those members are the directors of the company within the meaning of the Companies Act but they need not be shareholders.

At least two-thirds of the directors must be domiciled in Québec.

1962, c. 54, s. 15; 1966-67, c. 76, s. 5; 1976, c. 12, s. 10; 1978, c. 66, s. 8.

14.0.1. The chief executive officer of the company shall be appointed by the Government for a period of not more than five years. The chief executive officer shall be responsible for the administration and direction of the company within the scope of its by-laws and policies.

The office of chief executive officer is a full-time position.

1998, c. 45, s. 27.

14.0.2. The Government shall determine the remuneration, the benefits and the other conditions of employment of the chief executive officer.

1998, c. 45, s. 27.

14.1. The minutes of the meetings of the board of directors approved by the board and certified by the chairman of the board or by any other person authorized to do so by the company are authentic. The same applies to documents and copies emanating from the company and forming part of its records provided they are thus certified.

1996, c. 44, s. 11.

14.2. Any member of the board of directors, other than a member who exercises full-time functions within the company or any of its subsidiaries, who has a direct or indirect interest in an enterprise which places his personal interest in conflict with that of the company or any of its subsidiaries shall, on pain of forfeiture of office, file a written disclosure with the company, and must abstain from voting on any decision bearing upon the enterprise and avoid influencing the decision relating to it. The board member must also withdraw from the meeting while the matter is discussed or voted on.

No member of the board of directors who exercises full-time functions within the company or any of its subsidiaries and no employee of the company shall, on pain of forfeiture of office, have any direct or indirect interest in an enterprise placing their personal interest in conflict with that of the company or any of its subsidiaries. However, forfeiture is not incurred if such an interest devolves to them by succession or gift, provided they renounce or dispose of it with diligence.

1996, c. 44, s. 11.

14.3. The company shall take up the defence of its directors prosecuted by a third person for an act done in the exercise of their functions and shall pay damages, if any, resulting from that act, unless they have committed a grievous offence or a personal offence separable from the exercise of their functions.

However, in a penal or criminal proceeding, the company shall assume the payment of the expenses of its directors only if they had reasonable grounds to believe that their conduct was in conformity with the law, or if they have been freed or acquitted.

1996, c. 44, s. 11.

14.4. The company shall assume the expenses of its directors if, having prosecuted them for an act done in the exercise of their functions, it loses its case and the court so decides.

If the company wins its case only in part, the court may determine the amount of the expenses it shall assume.

1996, c. 44, s. 11.

14.5. The company shall assume the obligations imposed by sections 14.3 and 14.4 in respect of any person who acted at its request as director for a legal person of which it is a shareholder or creditor.

1996, c. 44, s. 11.

14.6. The directors of the company may, if they all agree, participate in a meeting of the board using any means which allows them to communicate with each other orally, such as the telephone.

1998, c. 45, s. 28.

15. The Minister of Industry and Trade may issue directives respecting the aims and objectives of the company in the carrying out of the functions entrusted to it by the Act.

Such directives shall be submitted to the approval of the Government. If so approved, they are binding on the company which must comply with them.

Any directive issued under this section as well as the relevant documents must be tabled before the National Assembly within 15 days after its approval by the Government. If such directive is issued while the National Assembly is not in session, it must be tabled before it within 15 days after the opening of the next session or resumption, as the case may be.

Third persons are not obliged to see to the observance of this section, which shall not be invoked by or against them.

1962, c. 54, s. 15; 1978, c. 66, s. 8; 1979, c. 77, s. 27; 1983, c. 18, s. 9; 1984, c. 36, s. 44; 1988, c. 41, s. 89; 1994, c. 16, s. 51; 1996, c. 44, s. 12; 1999, c. 8, s. 20.

15.1. The company shall establish a five-year development plan to be submitted for approval to the Government by the Minister of Industry and Trade, after consulting with the Minister of Natural Resources, Wildlife and Parks and the Minister of Agriculture, Fisheries and Food as regards the sectors of activity under each Minister’s responsibility.

The company shall also establish an annual operational plan to be submitted for approval to the Minister of Industry and Trade who shall, before approving it, consult with the Minister of Natural Resources, Wildlife and Parks and the Minister of Agriculture, Fisheries and Food as regards the sectors of activity under their respective responsibilities. The company shall also submit the financial provisions of its operational plan to the Minister of Finance for approval.

The Government shall determine the form and content of the five-year development plan and the time at which it must be submitted. In the case of the annual operational plan, the form, content and time shall be determined by the Minister of Industry and Trade, in cooperation with the Minister of Finance.

1980, c. 35, s. 3; 1996, c. 44, s. 13; 1998, c. 45, s. 29; 1999, c. 8, s. 20; 2003, c. 8, s. 6.

15.2. The Minister shall lay the five-year development plan referred to in the first paragraph of section 15.1 before the National Assembly within 30 days after approval of the plan or, if the National Assembly is not sitting, within 30 days after resumption.

The competent parliamentary committee of the National Assembly shall examine the plan and for that purpose shall hear the representatives designated by the company.

1998, c. 45, s. 30.

16. (Replaced).

1962, c. 54, s. 16; 1978, c. 66, s. 8.

17. The company shall, not later than June 30 each year, make a report of its activities for its preceding fiscal year to the Minister of Industry and Trade. Such report must contain all the information prescribed by the Minister as well as that which the Companies Act (chapter C-38) requires directors to supply each year to shareholders.

Such report shall be laid before the National Assembly if it is in session or, if it is not, within 30 days of the opening of the next session.

The company shall, furthermore, at any time, supply the Minister of Industry and Trade with any information he requires on its activities.

1962, c. 54, s. 18; 1972, c. 52, s. 13; 1973, c. 69, s. 3; 1979, c. 77, s. 27; 1984, c. 36, s. 44; 1988, c. 41, s. 89; 1994, c. 16, s. 51; 1999, c. 8, s. 20.

18. Sections 142, 159 to 162, 179, 184, 188 and 189 of the Companies Act (chapter C-38) do not apply to the company.

1962, c. 54, s. 20; 1976, c. 12, s. 11; 1996, c. 44, s. 14.

19. (This section ceased to have effect on 17 April 1987).

1982, c. 21, s. 1; U. K., 1982, c. 11, Sch. B, Part I, s. 33.

REPEAL SCHEDULES

In accordance with section 17 of the Act respecting the consolidation of the statutes (chapter R-3), chapter 54 of the statutes of 1962, in force on 31 December 1977, is repealed, except section 21, effective from the coming into force of chapter S-17 of the Revised Statutes.

In accordance with section 17 of the Act respecting the consolidation of the statutes and regulations (chapter R-3), the eighth and ninth paragraphs of section 9 of chapter 54 of the statutes of 1962, in force on 1 November 1980, are repealed effective from the coming into force of the updating to 1 November 1980 of chapter S-17 of the Revised Statutes.