54. Where, by reason of the application of paragraph 6, a Party receives a document on a date other than the date on which this document is received by the other Party, any period of time that is calculated on the basis of the date of receipt of that document shall be calculated from the last date of receipt of that document.
Other procedures
55. The time limits set out in these Rules shall be adjusted in line with the special time limits provided for the adoption of a ruling by the arbitration panel in the proceedings under Articles 29.14 and 29.15.
56. In the event that the original arbitration panel, or some of its arbitrators, are unable to reconvene for the proceedings established under Article 29.14 and 29.15, the procedure set out in Article 29.7 shall apply. The time limit for the notification of the ruling shall be extended by 20 days.
ANNEX 29-B. CODE OF CONDUCT FOR ARBITRATORS AND MEDIATORS
Definitions
1. For this Chapter and under this Code of Conduct:
arbitrator means a member of an arbitration panel established under Article 29.7;
assistant means a natural person who, under the terms of appointment of an arbitrator, conducts research or provides assistance to the arbitrator;
candidate means an individual whose name is on the list of arbitrators referred to in Article 29.8 and who is under consideration for selection as an arbitrator under Article 29.7;
mediator means a natural person who conducts a mediation in accordance with Article 29.5;
proceeding, unless otherwise specified, means an arbitration proceeding;
staff, in respect of an arbitrator, means natural persons under the direction and control of the arbitrator, other than assistants.
Responsibilities of candidates and arbitrators
2. Every candidate and arbitrator shall avoid impropriety and the appearance of impropriety, shall be independent and impartial, shall avoid direct and indirect conflicts of interests and shall observe high standards of conduct so that the integrity and impartiality of the dispute settlement mechanism is preserved. Former arbitrators must comply with the obligations established in paragraphs 16 through 19.
Disclosure obligations
3. Prior to confirmation of her or his selection as an arbitrator under this Chapter, a candidate shall disclose any interest, relationship or matter that is likely to affect her or his independence or impartiality or that might reasonably create an appearance of impropriety or bias in the proceeding. To this end, a candidate shall make all reasonable efforts to become aware of such interests, relationships and matters.
4. Without limiting the generality of the foregoing, candidates shall disclose the following interests, relationships and matters:
(1) any financial interest of the candidate:
(a) in the proceeding or in its outcome, and
(b) in an administrative proceeding, a domestic court proceeding or another panel or committee proceeding that involves issues that may be decided in the proceeding for which the candidate is under consideration;
(2) any financial interest of the candidate's employer, partner, business associate or family member:
(a) in the proceeding or in its outcome, and
(b) in an administrative proceeding, a domestic court proceeding or another panel or committee proceeding that involves issues that may be decided in the proceeding for which the candidate is under consideration;
(3) any past or existing financial, business, professional, family or social relationship with the interested parties in the proceeding, or their counsel, or such relationship involving a candidate's employer, partner, business associate or family member; and
(4) public advocacy or legal or other representation concerning an issue in dispute in the proceeding or involving the same matters.
5. A candidate or arbitrator shall communicate matters concerning actual or potential violations of this Code of Conduct to the CETA Joint Committee for consideration by the Parties.
6. Once selected, an arbitrator shall continue to make all reasonable efforts to become aware of interests, relationships or matters referred to in paragraph 3 and shall disclose them. The disclosure obligation is a continuing duty which requires an arbitrator to disclose such interests, relationships or matters that may arise during all stages of the proceeding. The arbitrator shall disclose such interests, relationships or matters by informing the CETA Joint Committee promptly, in writing, for consideration by the Parties.
Duties of arbitrators
7. Upon selection an arbitrator shall be available to perform and shall perform her or his duties thoroughly and expeditiously throughout the course of the proceeding, and with fairness and diligence.
8. An arbitrator shall consider only those issues raised in the proceeding and necessary for a ruling and shall not delegate this duty to any other person.
9. An arbitrator shall take all appropriate steps to ensure that her or his assistant and staff are aware of, and comply with, paragraphs 2 through 6, and 17 through 19.
10. An arbitrator shall not engage in ex parte contacts concerning the proceeding.
Independence and impartiality of arbitrators
11. An arbitrator shall avoid creating an appearance of bias and shall not be influenced by self-interest, outside pressure, political considerations, public clamour, loyalty to a Party, or fear of criticism.
12. An arbitrator shall not, directly or indirectly, incur any obligation or accept any benefit that would in any way interfere, or appear to interfere, with the proper performance of her or his duties.
13. An arbitrator may not use her or his position on the arbitration panel to advance any personal or private interests and shall avoid actions that may create the impression that others are in a special position to influence her or him.
14. An arbitrator may not allow financial, business, professional, family or social relationships or responsibilities to influence her or his conduct or judgement.
15. An arbitrator must avoid entering into any relationship or acquiring any financial interest that is likely to affect her or his impartiality or that might reasonably create an appearance of impropriety or bias.
Obligations of former arbitrators
16. All former arbitrators must avoid actions that may create the appearance that they were biased in carrying out their duties or derived advantage from the decision or ruling of the arbitration panel.
Confidentiality
17. No arbitrator or former arbitrator shall at any time disclose or use any non-public information concerning a proceeding or acquired during a proceeding except for the purposes of that proceeding and shall not, in any case, disclose or use any such information to gain personal advantage or advantage for others or to adversely affect the interest of others.
18. An arbitrator shall not disclose an arbitration panel ruling or parts thereof prior to its publication in accordance with this Chapter.
19. An arbitrator or former arbitrator shall not at any time disclose the deliberations of an arbitration panel, or any member's view.
Expenses
20. Each arbitrator shall keep a record and render a final account of the time devoted to the procedure and of her or his expenses as well as the time and expenses of her or his assistant.
Mediators
21. This Code of Conduct applies, mutatis mutandis, to mediators.
ANNEX 29-C. RULES OF PROCEDURE FOR MEDIATION
1. Objective
Further to Article 29.5, the objective of this Annex is to facilitate the finding of a mutually agreed solution through a comprehensive and expeditious procedure with the assistance of a mediator.
Section A. Mediation Proceeding
2. Initiation of the Proceeding
1. A Party may request, at any time, that the Parties enter into a mediation proceeding. Such request shall be addressed to the other Party in writing. The request shall be sufficiently detailed to present clearly the concerns of the requesting Party and shall:
(a) identify the specific measure at issue;
(b) provide a statement of the alleged adverse effects that the requesting Party believes the measure has, or will have, on trade or investment between the Parties; and
(c) explain how the requesting Party considers that those effects are linked to the measure.
2. The mediation proceeding may only be initiated by mutual consent of the Parties. When a Party requests mediation pursuant to paragraph 1, the other Party shall give good faith consideration to the request and reply in writing within 10 days of receiving it.
3. Selection of the Mediator
1. Upon the start of the mediation proceeding, the Parties shall agree on a mediator, if possible, no later than 15 days after the receipt of the reply to the request for mediation.
2. A mediator shall not be a citizen of either Party, unless the Parties agree otherwise.
3. The mediator shall assist, in an impartial and transparent manner, the Parties in bringing clarity to the measure and its possible trade effects, and in reaching a mutually agreed solution. Further to paragraph 21 of Annex 29-B, the Code of Conduct of Arbitrators and Mediators applies to mediators. Paragraphs 3 through 7 and 48 through 54 of the Rules of Procedure for Arbitration in Annex 29-A shall also apply, mutatis mutandis.
4. Rules of Procedure for Mediation
1. Within 10 days after the appointment of the mediator, the Party requesting the mediation procedure shall present, in writing, a detailed description of the problem to the mediator and to the other Party, in particular of the operation of the measure at issue and its trade effects. Within 20 days after the date of delivery of this submission, the other Party may provide, in writing, its comments to the description of the problem. Either Party may include in its description or comments any information that it deems relevant.
2. The mediator may decide on the most appropriate way of bringing clarity to the measure concerned and its possible trade-related impact. In particular, the mediator may organise meetings between the Parties, consult the Parties jointly or individually, seek the assistance of or consult with relevant experts (1) and stakeholders and provide any additional support requested by the Parties. However, before seeking the assistance of or consulting with relevant experts and stakeholders, the mediator shall consult with the Parties.
3. The mediator may offer advice and propose a solution for the consideration of the Parties which may accept or reject the proposed solution or may agree on a different solution. However, the mediator may not advise or comment on the consistency of the measure at issue with this Agreement.
4. The procedure shall take place in the territory of the Party to which the request was addressed, or, by mutual consent of the Parties, in any other location or by any other means.
5. The Parties shall endeavour to reach a mutually agreed solution within 60 days from the appointment of the mediator. Pending a final agreement, the Parties may consider possible interim solutions, especially if the measure relates to perishable goods.
6. The solution may be adopted by means of a decision of the CETA Joint Committee. Mutually agreed solutions shall be made publicly available. However, the version disclosed to the public may not contain any information that a Party has designated as confidential.
7. On request of the Parties, the mediator shall issue to the Parties, in writing, a draft factual report, providing a brief summary of the measure at issue in the proceeding, the procedure followed and any mutually agreed solution reached as the final outcome of the proceeding, including possible interim solutions. The mediator shall provide the Parties 15 days to comment on the draft report. After considering the comments of the Parties submitted within the period, the mediator shall submit, in writing, a final factual report to the Parties within 15 days. The factual report shall not include any interpretation of this Agreement.
8. The proceeding shall be terminated:
(a) by the adoption of a mutually agreed solution by the Parties, on the date of adoption.
(b) by a written declaration of the mediator, after consulting with the Parties, that further efforts at mediation would be to no avail;
(c) by a written declaration of a Party after exploring mutually agreed solutions under the mediation proceeding and after having considered any advice and proposed solutions by the mediator. Such declaration may not be issued before the period set out in Article 4.5 has expired; or
(d) at any stage of the procedure by mutual agreement of the Parties.
Section B. Implementation
5. Implementation of a Mutually Agreed Solution
1. Where the Parties have agreed to a solution, each Party shall take the measures necessary to implement the mutually agreed solution within the agreed timeframe.
2. The implementing Party shall inform the other Party in writing of any steps or measures taken to implement the mutually agreed solution.
Section C. General Provisions
6. Confidentiality and Relationship to Dispute Settlement
1. Unless the Parties agree otherwise, and without prejudice to Article 4.6, all stages of the proceeding, including any advice or proposed solution, are confidential. However, any Party may disclose to the public that mediation is taking place. The obligation of confidentiality does not extend to factual information already existing in the public domain.
2. The mediation proceeding is without prejudice to the Parties' rights and obligations under the provisions on Dispute Settlement in this Agreement or any other agreement.
3. Consultations are not required before initiating the mediation proceeding. However, a Party should normally avail itself of the other relevant cooperation or consultation provisions in this Agreement before initiating the mediation proceeding.
4. A Party shall not rely on or introduce as evidence in other dispute settlement proceedings under this Agreement or any other agreement, nor shall an arbitration panel take into consideration:
(a) positions taken by the other Party in the course of the mediation proceeding or information gathered under Article 4.2;
(b) the fact that the other Party has indicated its willingness to accept a solution to the measure subject to mediation; or
(c) advice given or proposals made by the mediator.
5. A mediator may not serve as a panellist in a dispute settlement proceeding under this Agreement or under the WTO Agreement involving the same matter for which she or he has been a mediator.
7. Time Limits
Any time limit referred to in this Annex may be modified by mutual consent between the Parties.
8. Costs
1. Each Party shall bear its costs of participation in the mediation proceeding.
2. The Parties shall share jointly and equally the costs of organisational matters, including the remuneration and expenses of the mediator. Remuneration of the mediator shall be in accordance with that of the chairperson of an arbitration panel in paragraph 8 of Annex 29-A.
9. Review
Five years after the date of entry into force of this Agreement, the Parties shall consult each other on the need to modify the mediation mechanism in light of the experience gained and the development of any corresponding mechanism in the WTO.
ANNEX 30-A. LIST OF BILATERAL INVESTMENT TREATIES BETWEEN CANADA AND MEMBER STATES OF THE EUROPEAN UNION
Agreement between the Government of the Republic of Croatia and the Government of Canada for the Promotion and Protection of Investments, done at Ottawa on 3 February 1997.
Agreement between the Czech Republic and Canada for the Promotion and Protection of Investments, done at Prague on 6 May 2009.
Agreement between the Government of the Republic of Hungary and the Government of Canada for the Promotion and Reciprocal Protection of Investments, done at Ottawa on 3 October 1991.
Agreement between the Government of the Republic of Latvia and the Government of Canada for the Promotion and Protection of Investments, done at Riga on 5 May 2009.
Exchange of Notes between the Government of Canada and the Government of the Republic of Malta Constituting an Agreement Relating to Foreign Investment Insurance, done at Valletta on 24 May 1982.
Agreement between the Government of the Republic of Poland and the Government of Canada for the Promotion and Reciprocal Protection of Investments, done at Warsaw on 6 April 1990.
Agreement between the Government of Romania and the Government of Canada for the Promotion and Reciprocal Protection of Investments, done at Bucharest on 8 May 2009.
Agreement between the Slovak Republic and Canada for the Promotion and Protection of Investments, done at Bratislava on 20 July 2010.
ANNEX I. Headnote
Reservations for existing measures and liberalisation commitments
1. The Schedule of a Party to this Annex sets out, under Articles 8.15 (Reservations and exceptions), 9.7 (Reservations), 14.4 (Reservations), and, for the European Union, Article 13.10 (Reservations and exceptions), the reservations taken by that Party with respect to existing measures that do not conform with obligations imposed by:
(a) Articles 8.6 (National treatment), 9.3 (National treatment) or, for the European Union, Article 13.3 (National treatment);
(b) Articles 8.7 (Most-favoured-nation treatment), 9.5 (Most-favoured-nation treatment) or, for the European Union, Article 13.4 (Most-favoured-nation treatment);
(c) Articles 8.4 (Market access), 9.6 (Market access) or, for the European Union, Article 13.6 (Market access);
(d) Article 8.5 (Performance requirements);
(e) Article 8.8 (Senior management and boards of directors) or, for the European Union, Article 13.8 (Senior management and boards of directors);
(f) For the European Union, Article 13.7 (Cross-border supply of financial services); or
(g) Article 14.3 (Obligations); and, in certain cases, sets out commitments for immediate or future liberalisation.
2. The reservations of a Party are without prejudice to the rights and obligations of the Parties under the GATS.
3. Each reservation sets out the following elements:
(a) Sector refers to the general sector in which the reservation is taken;
(b) Sub-Sector refers to the specific sector in which the reservation is taken;
(c) Industry Classification refers, where applicable, to the activity covered by the reservation according to the CPC, ISIC rev 3.1, or as expressly otherwise described in a Party's reservation;
(d) Type of Reservation specifies the obligation referred to in paragraph 1 for which a reservation is taken;
(e) Level of Government indicates the level of government maintaining the measure for which a reservation is taken;
(f) Measures identifies the laws or other measures, as qualified, where indicated, by the Description element, for which the reservation is taken. A measure cited in the Measures element:
(i) means the measure as amended, continued or renewed as of the date of entry into force of this Agreement;
(ii) includes any subordinate measure adopted or maintained under the authority of and consistent with the measure; and
(iii) includes:
(A) for a European Union Directive, any laws or other measures which implement the Directive at Member State level; and
(B) for Canada, any laws or other measures at the national or sub-national level that implement agreements between the federal government and the provinces and territories; and
(g) Description sets out the non-conforming aspects of the existing measure for which the reservation is taken. It may also set out commitments for liberalisation.
4. In the interpretation of a reservation, all elements of the reservation shall be considered. A reservation shall be interpreted in the light of the relevant obligations of the Chapters, against which the reservation is taken. To the extent that:
(a) the Measures element is qualified by a liberalisation commitment from the Description element, the Measures element as so qualified shall prevail over all other elements; and
(b) the Measures element is not so qualified, the Measures element shall prevail over other elements, unless a discrepancy between the Measures element and the other elements considered in their totality is so substantial and material that it would be unreasonable to conclude that the Measures element prevails, in which case the other elements shall prevail to the extent of that discrepancy.
5. Where a Party maintains a measure that requires that a service supplier be a natural person, citizen, permanent resident or resident of its territory as a condition to the supply of a service in its territory, a reservation for that measure taken with respect to cross-border trade in services shall operate as a reservation with respect to investment, to the extent of that measure.
6. A reservation for a measure that requires a service supplier be a natural person, citizen, permanent resident, or resident of its territory as a condition to the supply of a financial service in its territory taken with respect to Article 13.7 (Cross-border supply of financial services) shall operate as a reservation with respect to Articles 13.3 (National treatment), 13.4 (Most-favoured-nation treatment), 13.6 (Market access), and 13.8 (Senior management and boards of directors), to the extent of that measure.
7. For the purposes of this Annex, including each Party's Schedule to this Annex: ISIC rev 3.1 means the International Standard Industrial Classification of all Economic Activities as set out in Statistical Office of the United Nations, Statistical Papers, Series M, No 4, ISIC rev 3.1, 2002.
8. The following abbreviations are used in the European Union's Schedule to this Annex: AT Austria BE Belgium BG Bulgaria CY Cyprus CZ Czech Republic DE Germany DK Denmark EU European Union ES Spain EE Estonia FI Finland FR France EL Greece HR Croatia HU Hungary IE Ireland IT Italy LV Latvia LT Lithuania LU Luxembourg MT Malta NL Netherlands PL Poland PT Portugal RO Romania SK Slovakia SI Slovenia SE Sweden UK United Kingdom
Schedule of Canada — Federal Reservations applicable in Canada (applicable in all Provinces and Territories)
Reservation I-C-1 Sector: All sectors Sub-Sector: Industry Classification: Type of Reservation: Market access Performance requirements National treatment Senior management and boards of directors Level of Government: National Measures: Investment Canada Act, R.S.C. 1985, c. 28 (1st Supp.) Investment Canada Regulations, S.O.R./85-611 Description: Investment 1. Except as set out in paragraphs 3 and 7, the Director of Investments will review a direct ‘acquisition of control’, as defined in the Investment Canada Act, of a Canadian business by an investor of the European Union if the value of the Canadian business is not less than CAD $1.5 billion, adjusted in accordance with the applicable methodology in January of each subsequent year as set out in the Investment Canada Act. 2. Notwithstanding the definition of ‘investor’ in Article 8.1 (Definitions), only investors who are nationals of the European Union or entities controlled by nationals of the European Union as provided for in the Investment Canada Act may benefit from the higher review threshold. 3. The higher threshold in paragraph 1 does not apply to a direct acquisition of control by a state-owned enterprise of a Canadian business. Such acquisitions are subject to review by the Director of Investments if the value of the Canadian business is not less than CAD $369 million in 2015, adjusted in accordance with the applicable methodology in January of each subsequent year as set out in the Investment Canada Act. 4. An investment subject to review under the Investment Canada Act may not be implemented unless the Minister responsible for the Investment Canada Act advises the applicant that the investment is likely to be of net benefit to Canada. This determination is made in accordance with six factors described in the Act, summarised as follows: (a) the effect of the investment on the level and nature of economic activity in Canada, including the effect on employment, on the use of parts, components and services produced in Canada and on exports from Canada; (b) the degree and significance of participation by Canadians in the investment; (c) the effect of the investment on productivity, industrial efficiency, technological development and product innovation in Canada; (d) the effect of the investment on competition within an industry in Canada; (e) the compatibility of the investment with national industrial, economic and cultural policies, taking into consideration industrial, economic and cultural policy objectives enunciated by the government or legislature of a province likely to be significantly affected by the investment; and (f) the contribution of the investment to Canada's ability to compete in world markets. 5. In making a net benefit determination, the Minister, through the Director of Investments, may review plans under which the applicant demonstrates the net benefit to Canada of the proposed acquisition. An applicant may also submit undertakings to the Minister in connection with a proposed acquisition that is the subject of review. In the event of noncompliance with an undertaking by an applicant, the Minister may seek a court order directing compliance or any other remedy authorised under the Investment Canada Act. 6. A non-Canadian who establishes or acquires a Canadian business, other than those that are subject to review, as described above, must notify the Director of Investments. 7. The review thresholds set out in paragraphs 1 and 3, do not apply to an acquisition of a cultural business. 8. In addition, the specific acquisition or establishment of a new business in designated types of business activities relating to Canada's cultural heritage or national identity, which are normally notifiable, may be subject to review if the Governor in Council authorises a review in the public interest. 9. An indirect ‘acquisition of control’ of a Canadian business by an investor of the European Union other than a cultural business is not reviewable. 10. Notwithstanding Article 8.5 (Performance requirements), Canada may impose a requirement or enforce a commitment or undertaking in connection with the establishment, acquisition, expansion, conduct, operation, or management of any investment of an investor of the European Union or of a third country for the transfer of technology, production process or other proprietary knowledge to a national or enterprise, affiliated to the transferor, in Canada in connection with the review of an acquisition of an investment under the Investment Canada Act. 11. Except for requirements, commitments or undertakings relating to technology transfer as set out in paragraph 10 of this reservation, Article 8.5 (Performance requirements) applies to requirements, commitments or undertakings imposed or enforced under the Investment Canada Act. 12. For the purposes of this reservation, a ‘non-Canadian’ means an individual, government or agency thereof or an entity that is not Canadian; and ‘Canadian’ means a Canadian citizen or permanent resident, a government in Canada or agency thereof, or a Canadian-controlled entity as described in the Investment Canada Act.
Reservation I-C-2 Sector: All sectors Sub-Sector: Industry Classification: Type of Reservation: Market access National treatment Senior management and boards of directors Level of Government: National Measures: As set out in the Description element Description: Investment 1. Canada or a province or territory, when selling or disposing of its equity interests in, or the assets of, an existing government enterprise or an existing governmental entity, may prohibit or impose limitations on the ownership of such interests or assets and on the ability of owners of such interests or assets to control a resulting enterprise by investors of the European Union or of a third country or their investments. With respect to such a sale or other disposition, Canada or a province or territory may adopt or maintain a measure relating to the nationality of senior management or members of the board of directors. 2. For the purposes of this reservation: (a) a measure maintained or adopted after the date of entry into force of this Agreement that, at the time of sale or other disposition, prohibits or imposes a limitation on the ownership of equity interests or assets or imposes a nationality requirement described in this reservation is an existing measure; and (b) government enterprise means an enterprise owned or controlled through ownership interests by Canada or a province or territory, and includes an enterprise established after the date of entry into force of this Agreement solely for the purposes of selling or disposing of equity interests in, or the assets of, an existing state enterprise or governmental entity.
Reservation I-C-3 Sector: All sectors Sub-Sector: Industry Classification: Type of Reservation: Market access National treatment Level of Government: National Measures: Canada Business Corporations Act, R.S.C. 1985, c. C-44 Canada Business Corporations Regulations, 2001, S.O.R./2001-512 Canada Cooperatives Act, S.C. 1998, c. 1 Canada Cooperatives Regulations, S.O.R./99-256 Description: Investment 1. A corporation may place constraints on the issue, transfer and ownership of shares in a federally incorporated corporation. The object of those constraints is to permit a corporation to meet Canadian ownership or control requirements, under certain laws set out in the Canada Business Corporations Regulations, 2001, in sectors where Canadian ownership or control is required as a condition to receive licences, permits, grants, payments or other benefits. In order to maintain certain Canadian ownership levels, a corporation is permitted to sell shareholders' shares without the consent of those shareholders, and to purchase its own shares on the open market. 2. The Canada Cooperatives Act provides that constraints may be placed on the issue or transfer of investment shares of a cooperative to persons not resident in Canada, to permit cooperatives to meet Canadian ownership requirements to obtain a licence to carry on a business, to become a publisher of a Canadian newspaper or periodical or to acquire investment shares of a financial intermediary and in sectors where ownership or control is a required condition to receive licences, permits, grants, payments and other benefits. Where the ownership or control of investment shares would adversely affect the ability of a cooperative to maintain a level of Canadian ownership or control, the Canada Cooperatives Act provides for the limitation of the number of investment shares that may be owned or for the prohibition of the ownership of investment shares. 3. For the purposes of this reservation Canadian means ‘Canadian’ as defined in the Canada Business Corporations Regulations, 2001 or in the Canada Cooperatives Regulations.
Reservation I-C-4 Sector: All sectors Sub-Sector: Industry Classification: Type of Reservation: National treatment Senior management and boards of directors Level of Government: National Measures: Canada Business Corporations Act, R.S.C. 1985, c. C-44 Canada Business Corporations Regulations, 2001, S.O.R./2001-512 Canada Cooperatives Act, S.C. 1998, c. 1 Canada Cooperatives Regulations, S.O.R./99-256 Canada Corporations Act, R.S.C. 1970, c. C-32 Special Acts of Parliament incorporating specific companies Description: Investment 1. The Canada Business Corporations Act requires, for most federally incorporated corporations, that 25 per cent of directors be resident Canadians and, if such corporations have fewer than four directors, at least one director must be a resident Canadian. As provided in the Canada Business Corporations Regulations, 2001, a simple majority of resident Canadian directors is required for corporations in the following sectors: uranium mining; book publishing or distribution; book sales, if the sale of books is the primary part of the corporation's business; and film or video distribution. Similarly, corporations that, by an Act of Parliament or Regulation, are individually subject to minimum Canadian ownership requirements are required to have a majority of resident Canadian directors. 2. For the purposes of the Canada Business Corporations Act, resident Canadian means an individual who is a Canadian citizen ordinarily resident in Canada, a Canadian citizen who is not ordinarily resident in Canada who is a member of a class set out in the Canada Business Corporations Regulations, 2001, or a ‘permanent resident’ as defined in the Immigration and Refugee Protection Act, S.C. 2001, c. 27, other than a permanent resident who has been ordinarily resident in Canada for more than one year after becoming eligible to apply for Canadian citizenship. 3. In the case of a holding corporation, not more than one-third of the directors need to be resident Canadians if the earnings in Canada of the holding corporation and its subsidiaries are less than five per cent of the gross earnings of the holding corporation and its subsidiaries. 4. The Canada Cooperatives Act requires that not less than two-thirds of the directors be members of the cooperative. At least 25 per cent of directors of a cooperative must be resident in Canada; if a cooperative has only three directors, at least one director must be resident in Canada. 5. For the purposes of the Canada Cooperatives Act, a resident of Canada is defined in the Canada Cooperatives Regulations as an individual who is a Canadian citizen and who is ordinarily resident in Canada; a Canadian citizen who is not ordinarily resident in Canada and who is a member of a class set out in the Canada Cooperatives Regulations, or a ‘permanent resident’ as defined in the Immigration and Refugee Protection Act, other than a permanent resident who has been ordinarily resident in Canada for more than one year after becoming eligible to apply for Canadian citizenship.
Reservation I-C-5 Sector: All sectors Sub-Sector: Industry Classification: Type of Reservation: National treatment Level of Government: National Measures: Citizenship Act, R.S.C. 1985, c. C-29 Foreign Ownership of Land Regulations, S.O.R./79-416 Description: Investment 1. The Foreign Ownership of Land Regulations are made pursuant to the Citizenship Act and the Agricultural and Recreational Land Ownership Act, R.S.A. 1980, c. A-9. In Alberta, an ineligible person or foreign owned or controlled corporation may only hold an interest in controlled land consisting of a maximum of two parcels containing, in the aggregate, a maximum of 20 acres. 2. For the purposes of this reservation: ineligible person means: (a) a natural person who is not a Canadian citizen or permanent resident; (b) a foreign government or foreign government agency; or (c) a corporation incorporated in a country other than Canada; and controlled land means land in Alberta, but does not include: (a) land of the Crown in right of Alberta; (b) land within a city, town, new town, village or summer village; and (c) mines or minerals.
Reservation I-C-6 Sector: All sectors Sub-Sector: Industry Classification: Type of Reservation: Market access National treatment Level of Government: National Measures: Air Canada Public Participation Act, R.S.C. 1985, c. 35 (4th Supp.) Canadian Arsenals Limited Divestiture Authorization Act, S.C. 1986, c. 20 Eldorado Nuclear Limited Reorganization and Divestiture Act, S.C. 1988, c. 41 Nordion and Theratronics Divestiture Authorization Act, S.C. 1990, c. 4 Description: Investment 1. A ‘non-resident’ or ‘non-residents’ may not own more than a specified percentage of the voting shares of the corporation to which each Act applies. For some companies the restrictions apply to individual shareholders, while for others the restrictions may apply in the aggregate. If there are limits on the percentage that an individual Canadian investor can own, these limits also apply to non-residents. The restrictions are as follows: Air Canada: 25 per cent in the aggregate; Cameco Limited (formerly Eldorado Nuclear Limited): 15 per cent per non-resident natural person, 25 per cent in the aggregate; Nordion International Inc.: 25 per cent in the aggregate; Theratronics International Limited: 49 per cent in the aggregate; and Canadian Arsenals Limited: 25 per cent in the aggregate. 2. For the purposes of this reservation, non-resident includes: (a) a natural person who is not a Canadian citizen and not ordinarily resident in Canada; (b) a corporation incorporated, formed or otherwise organised outside Canada; (c) the government of a foreign State or a political subdivision of a government of a foreign State, or a person empowered to perform a function or duty on behalf of such a government; (d) a corporation that is controlled directly or indirectly by a person or an entity referred to in subparagraphs (a) through (c); (e) a trust: (i) established by a person or an entity referred to in subparagraphs (b) through (d), other than a trust for the administration of a pension fund for the benefit of natural persons the majority of whom are resident in Canada; or (ii) in which a person or an entity referred to in subparagraphs (a) through (d) has more than 50 per cent of the beneficial interest; and (f) a corporation that is controlled directly or indirectly by a trust referred to in subparagraph (e).
Reservation I-C-7 Sector: All sectors Sub-Sector: Industry Classification: Type of Reservation: Market access National treatment Level of Government: National Measures: Export and Import Permits Act, R.S.C. 1985, c. E-19 Description: Cross-Border Trade in Services Only a natural person ordinarily resident in Canada, an enterprise with its head office in Canada or a branch office in Canada of a foreign enterprise may apply for and be issued an import or export permit or transit authorisation certificate for a good or related service subject to controls under the Export and Import Permits Act.
Reservation I-C-8 Sector: Social services Sub-Sector: Industry Classification: Type of Reservation: National treatment Most-favoured-nation treatment Performance requirements Senior management and boards of directors Level of Government: National Measures: Description: Investment and Cross-Border Trade in Services 1. Canada reserves the right to maintain a measure with respect to the provision of social services not otherwise reserved under Reservation II-C-9 in respect of social services. 2. This reservation against most-favoured-nation treatment does not apply to the provision of private education services.
Reservation I-C-9 Sector: Communication services Sub-Sector: Telecommunications transport networks and services radiocommunications Industry Classification: CPC 752 Type of Reservation: Market access National treatment Senior management and boards of directors Level of Government: National Measures: Telecommunications Act, S.C. 1993, c. 38 Canadian Telecommunications Common Carrier Ownership and Control Regulations, S.O.R./94-667 Radiocommunications Act, R.S.C. 1985, c. R-2 Radiocommunication Regulations, S.O.R./96-484 Description: Investment 1. Foreign investment in facilities-based telecommunications service suppliers is restricted to a maximum, cumulative total of 46.7 per cent voting interest, based on 20 per cent direct investment and 33.3 per cent indirect investment. 2. Facilities-based telecommunications service suppliers must be controlled in fact by Canadians. 3. At least 80 per cent of the members of the board of directors of facilities-based telecommunications service suppliers must be Canadians. 4. Notwithstanding the restrictions described above: (a) foreign investment is allowed up to 100 per cent for suppliers conducting operations under an international submarine cable licence; (b) mobile satellite systems of a foreign service supplier may be used by a Canadian service supplier to provide services in Canada; (c) fixed satellite systems of a foreign service supplier may be used to provide services between points in Canada and all points outside Canada; (d) foreign investment is allowed up to 100 per cent for suppliers conducting operations under a satellite authorisation; and (e) foreign investment is allowed up to 100 per cent for facilities-based telecommunications service suppliers that have revenues, including those of its affiliates, from the supply of telecommunications services in Canada representing less than 10 per cent of the total telecommunications services revenues in Canada.
Reservation I-C-10 Sector: Transport services Sub-Sector: Customs brokers Other supporting and auxiliary transport services Industry Classification: CPC 749 Type of Reservation: Market access National treatment Senior management and boards of directors Level of Government: National Measures: Customs Act, R.S.C. 1985, c. 1 (2nd Supp.) Customs Brokers Licensing Regulations, S.O.R./86-1067 Description: Investment and Cross-Border Trade in Services To be a licenced customs broker in Canada: (a) a natural person must be a Canadian national; (b) a corporation must be incorporated in Canada with a majority of its directors being Canadian nationals; and (c) a partnership must be composed of persons who are Canadian nationals, or corporations incorporated in Canada with a majority of their directors being Canadian nationals.
Reservation I-C-11 Sector: Distribution services Sub-Sector: Duty free shops Industry Classification: CPC 631, 632 (limited to duty-free shops) Type of Reservation: Market access National treatment Level of Government: National Measures: Customs Act, R.S.C. 1985, c. 1 (2nd Supp.) Duty Free Shop Regulations, S.O.R./86-1072 Description: Investment and Cross-Border Trade in Services 1. To be a licenced duty free shop operator at a land border crossing in Canada, a natural person must: (a) be a Canadian national; (b) be of good character; (c) be principally resident in Canada; and (d) have resided in Canada for at least 183 days of the year preceding the year of application for the licence. 2. To be a licenced duty free shop operator at a land border crossing in Canada, a corporation must: (a) be incorporated in Canada; and (b) have all of its shares beneficially owned by Canadian nationals who meet the requirements of paragraph 1.