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

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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 (Repealed).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 (Repealed).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 (Repealed).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 $3,225,000,000, divided into 322,500,000 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; 2010, c. 20, s. 70.
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. After 12 June 2010, the Minister of Finance shall, at the company’s request, subscribe and pay for a maximum of 55,165,982 additional common shares of the company out of the consolidated revenue fund.
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; 2010, c. 20, s. 71.
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 company is administered by a board of directors consisting of from 9 to 15 members, including the chair and the president and chief executive officer.
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; 2006, c. 59, s. 128.
14.0.1. The Government shall appoint the members of the board of directors, other than the chair of the board and the president and chief executive officer, based on the expertise and experience profiles established by the board. Board members are appointed for a term of up to four years.
1998, c. 45, s. 27; 2006, c. 59, s. 129.
14.0.1.1. Board members other than the president and chief executive officer receive no remuneration, except in the cases, on the conditions and to the extent that may be determined by the Government. They are entitled, however, to the reimbursement of expenses incurred in the exercise of their functions on the conditions and to the extent determined by the Government.
2006, c. 59, s. 130.
14.0.1.2. On the expiry of their term, board members remain in office until replaced or reappointed.
2006, c. 59, s. 130.
14.0.1.3. A vacancy on the board of directors shall be filled for the remainder of the unexpired term in accordance with the rules of appointment to the board.
Non-attendance at a number of board meetings determined by by-law of the company constitutes a vacancy in the cases and circumstances specified by by-law.
2006, c. 59, s. 130.
14.0.2. The Government shall appoint the chair of the board of directors for a term of up to five years.
1998, c. 45, s. 27; 2006, c. 59, s. 131.
14.0.3. On the recommendation of the board of directors, the Government shall appoint the president and chief executive officer based on the expertise and experience profile established by the company.
The president and chief executive officer is appointed for a term of up to five years.
The board shall determine the remuneration and other conditions of employment of the president and chief executive officer in keeping with parameters set by the Government.
2006, c. 59, s. 131.
14.0.4. If the board of directors does not recommend a candidate for the position of president and chief executive officer in accordance with section 14.0.3 within a reasonable time, the Government may appoint the president and chief executive officer after notifying the board members
2006, c. 59, s. 131.
14.0.5. If the president and chief executive officer is absent or unable to act, the board of directors may designate a member of the company’s personnel to exercise the functions of that position.
2006, c. 59, s. 131.
14.1. The minutes of the meetings of the board of directors approved by the board and certified by the chair 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; 2006, c. 59, s. 132.
14.2. (Repealed).
1996, c. 44, s. 11; 2006, c. 59, s. 133.
14.3. (Repealed).
1996, c. 44, s. 11; 2006, c. 59, s. 133.
14.4. (Repealed).
1996, c. 44, s. 11; 2006, c. 59, s. 133.
14.5. The company shall assume the obligations imposed by sections 10 and 11 of the Act respecting the governance of state-owned enterprises (chapter G-1.02) 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; 2006, c. 59, s. 134.
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. (Repealed).
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; 2003, c. 29, s. 135; 2006, c. 8, s. 31; 2006, c. 59, s. 135.
15.1. The company shall establish a strategic plan to be submitted for approval to the Government by the Minister of Economic Development, Innovation and Export Trade, after consultation with the Minister of Natural Resources and Wildlife and the Minister of Agriculture, Fisheries and Food as regards the sectors of activity under their respective responsibility.
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; 2003, c. 29, s. 135; 2006, c. 3, s. 35; 2006, c. 8, s. 31; 2006, c. 59, s. 136.
15.2. The Minister shall lay the strategic plan referred to in the first paragraph of section 15.1 before the National Assembly within 15 days after approval of the plan or, if the National Assembly is not sitting, within 15 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; 2006, c. 59, s. 137.
15.2.1. Within 30 days after the beginning of its fiscal year, the company shall send its annual financial forecasts to the Minister of Finance and the Minister of Economic Development, Innovation and Export Trade.
2010, c. 20, s. 72.
15.3. The books and accounts of the company shall be audited jointly every year by the Auditor General and an external auditor appointed by the Government. The remuneration of the external auditor shall be paid out of the revenues of the company. The joint report must accompany the company’s annual report.
2006, c. 59, s. 138.
16. (Replaced).
1962, c. 54, s. 16; 1978, c. 66, s. 8.
17. The company shall, not later than 30 June each year, send its financial statements and annual report for the preceding fiscal year to the Minister of Economic Development, Innovation and Export 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.
The Minister shall table the financial statements and the annual report in the National Assembly within 15 days after receiving them or, if the Assembly is not sitting, within 15 days of resumption.
In addition, the company must, at any time, submit to the Minister of Economic Development, Innovation and Export Trade any information the Minister requests concerning the company and its subsidiaries.
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; 2003, c. 29, s. 135; 2006, c. 8, s. 31; 2006, c. 59, s. 139.
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.
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