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37th PARLIAMENT, 2nd SESSION

Standing Committee on Justice and Human Rights

EVIDENCE

CONTENTS

Wednesday, October 22, 2003

1535

The Chair (Hon. Andy Scott (Fredericton, Lib.))

The Chair

Mr. Richard Mosley (Assistant Deputy Minister, Criminal Law Policy Section, Department of Justice)

Mr. Donald Piragoff (Senior General Counsel, Criminal Law Policy Section, Department of Justice)

1540

The Chair

Hon. Lorne Nystrom (Regina—Qu'Appelle, NDP)

1545

Mr. Richard Marceau (Charlesbourg—Jacques-Cartier, BQ)

Mr. Greg Yost (Counsel, Criminal Law Policy Section, Department of Justice)

Mr. Richard Marceau

The Chair

Hon. Lorne Nystrom

The Chair

Mr. Donald Piragoff

Hon. Lorne Nystrom

1550

The Chair

Hon. Lorne Nystrom

Mr. Donald Piragoff

The Chair

Hon. Lorne Nystrom

Mr. Donald Piragoff

The Chair

Ms. Joanne Klineberg (Counsel, Criminal Law Policy Section, Department of Justice)

1555

The Chair

Mr. Donald Piragoff

The Chair

Mr. Paul Harold Macklin (Northumberland, Lib.)

Mr. Greg Yost

Mr. Paul Harold Macklin

The Chair

Mr. Richard Marceau

The Chair

Mr. Greg Yost

The Chair

Hon. Lorne Nystrom

Mr. Greg Yost

Hon. Lorne Nystrom

The Chair

Mr. Donald Piragoff

1640

The Chair

Hon. Lorne Nystrom

Mr. Greg Yost

The Chair

Mr. Greg Yost

The Chair

Mr. Greg Yost

Mr. Paul Harold Macklin

The Chair

Mr. Greg Yost

The Chair

Mr. Paul Harold Macklin

The Chair

Mr. Greg Yost

The Chair

Mr. Paul Harold Macklin

The Chair

Mr. Greg Yost

The Chair

1645

The Chair

Mr. Paul Harold Macklin

The Chair

Mr. Greg Yost

The Chair

Mr. Paul Harold Macklin

The Chair

Mr. Greg Yost

The Chair

Mr. Paul Harold Macklin

The Chair

Mr. Donald Piragoff

The Chair

Mr. William Bartlett (Senior Counsel, Criminal Law Policy Section, Department of Justice)

1650

1655

The Chair

Mr. Chuck Cadman (Surrey North, Canadian Alliance)

The Chair

Mr. Richard Marceau

Mr. William Bartlett

1700

Mr. Richard Marceau

The Chair

Mr. Donald Piragoff

The Chair

Mr. William Bartlett

The Chair

1705

Mr. Richard Marceau

Mr. William Bartlett

The Chair

Hon. Lorne Nystrom

Ms. Joanne Klineberg

Mr. William Bartlett

1710

Hon. Lorne Nystrom

Mr. William Bartlett

Mr. Lorne Nystrom

Mr. William Bartlett

Hon. Lorne Nystrom

Mr. Donald Piragoff

Hon. Lorne Nystrom

Mr. Donald Piragoff

Hon. Lorne Nystrom

Mr. Donald Piragoff

1715

Mr. Lorne Nystrom

The Chair

Mr. John McKay

Mr. Donald Piragoff

Mr. John McKay

Mr. Donald Piragoff

1720

Mr. John McKay

The Chair

Ms. Lucie Angers (Senior Counsel, Criminal Law Policy Section, Department of Justice)

Mr. John McKay

Ms. Lucie Angers

The Chair

Hon. Lorne Nystrom

Ms. Joanne Klineberg

1725

Hon. Lorne Nystrom

The Chair

CANADA

Standing Committee on Justice and Human Rights

NUMBER 072

2nd SESSION

37th PARLIAMENT

EVIDENCE

Wednesday, October 22, 2003

[Recorded by Electronic Apparatus]

¹ (1535)

[English]

The Chair (Hon. Andy Scott (Fredericton, Lib.)): I call to order the 72nd meeting of the Standing Committee on Justice and Human Rights.

Today, we're on Bill C-45, an act to amend the Criminal Code (criminal liability of organizations), and Bill C-46, an act to amend the Criminal Code (capital markets fraud and evidence-gathering). The Department of Justice will be speaking to both Bill C-45 and Bill C-46.

I understand that on Bill C-45 I would find consent to go to clause-by-clause at the end of the presentation. My sense is we would probably want to do both presentations as we had originally planned, and then we would go to clause-by-clause on Bill C-45. Is that understood? Is there consent?

Some hon. members: Agreed.

The Chair: Thank you.

We'll go to Messrs. Mosley, Piragoff, and Yost, and Ms. Klineberg.

Mr. Richard Mosley (Assistant Deputy Minister, Criminal Law Policy Section, Department of Justice): My colleague, Donald Piragoff, is going to make the opening remarks on Bill C-45; then I'll deal with Bill C-46.

Mr. Donald Piragoff (Senior General Counsel, Criminal Law Policy Section, Department of Justice): Thank you, Mr. Chairman.

My colleagues and I would like to thank you for the opportunity to address the committee on the subject of Bill C-45, an act to amend the Criminal Code (criminal liability of organizations), and to respond to any questions you may have.

Of course, the bill is a response to the 15th report of this committee, which called on the government to table legislation dealing with the criminal liability of corporations and their officers and directors.

The government set out its intentions in detail in its response to the report that was tabled last November. As members know, the bill proposes five major changes. It will: first, introduce definitions of “organization”, “senior officer”, and “representative” that are key to the other changes; second, codify rules for attributing criminal liability to organizations; third, establish a legal duty to ensure the safety of workers and the public; fourth, set out factors for a court to consider when sentencing an organization; and fifth, provide optional conditions of probation that a court can impose on an organization.

[Translation]

I would like to briefly discuss each one of these points. In its response, the government said that in principle, criminal law should apply to all individuals, whatever means they use to organize their affairs. Thus, the word “organization” was given a broad definition in order to encompass any type of collective activity involving individuals who are bound by a common objective they strive to meet through a structure which they present to the public as an association.

Charitable organizations, community associations, unions and professional corporations are subject to the new rules for attributing criminal responsibility. Although the time has come to focus on big business, it would be good to take a look at whether the proposed regulations will only be invoked in cases involving small organizations.

[English]

In that regard, the definition of “senior officer” is key. The bill does not propose that an organization be responsible for every criminal act of its representatives, but only for those where there was fault on the part of a senior officer for the benefit of the organization. As the government explained in its response, the current “directing mind” test is too narrow and should be expanded to include individuals who exercise delegated operational authority for the benefit of the organization, in addition to those who exercise executive decision-making authority.

A large organization may have many persons who play an important role in formulating policy or who are managing an important aspect of its activities. What is key is an assessment of the person's specific role within the circumstances of a particular organization, as organizations can be structured differently depending on their management policies and the type of business in which they are engaged.

The reference to an aspect of the organization's activities in the definition of senior officer will allow the courts to consider, for each organization, how significant an activity was. Plant security, for example, may not involve a very large expenditure relative to the enterprise's entire budget, and it does not itself produce any revenue; yet it is for some organizations an important aspect of its operations. Other examples of an important aspect might include the acts of a manager of a particular store, or plant, or region.

[Translation]

The bill describes the various ways an organization may be held responsible for an offence involving specific knowledge or intent. A senior officer may obviously have planned and executed the crime for the benefit of the organization. Obviously, in such cases, the organization is guilty. However, it will also be guilty if the senior officer plans the crime but goes through a third party to commit the offence in question. Finally, the organization will be liable if one of its senior officers turns a blind eye to a criminal activity, if he or she does so so that the organization may profit from that activity.

In a case where the offence derives from negligence, the organization will be liable if, collectively, the actions of its representatives demonstrate negligence and if the senior officer responsible for the area in question exercised his duties in a way that departed markedly from the standard of care that could be expected under the circumstances. These well-known criteria make it possible to maintain the fundamental difference between the concepts of criminal negligence and civil negligence.

¹ (1540)

[English]

With respect to workplace safety, proposed section 217.1 will make a general duty of care towards workers and the public a part of the Criminal Code. If there is a flagrant breach of the duty and bodily harm results, there can then be a criminal negligence charge.

In an organization with a complex structure, this new duty would apply not only to the organization itself but also to individuals who may be personally liable in their own capacity, such as senior officers, low-level managers, shop foremen—indeed, anyone in the corporation who has the authority to direct how work is to be done.

[Translation]

As for sentencing, the new, higher maximum fine suggested for a summary conviction seems more appropriate and may also accelerate procedures. The Crown must lay charges if it wants to see a fine imposed that would go beyond the current ceiling of $25,000 without exceeding $100,000.

The more interesting aspects of sentence determination can be found in clause 718.21 and in paragraph 732.1(3.1). We believe that these factors will give the court a complete picture of the organization so that it may determine the appropriate mode and decide whether a probation order is appropriate.

[English]

Just last week the department made public on its website a plain language guide to the proposed legislation. It is, of course, not usually done for a bill, but since the legislation is of general application and every Canadian is likely a member of several organizations, the minister considered it appropriate to provide such a document illustrating how the provisions would apply in everyday situations. I understand, Mr. Chairman, that members of the committee have been provided with a copy of the guide.

Finally, Mr. Chairman, as a result of the meetings between departmental officials and the Barreau du Québec, there are some amendments to the bill the committee may wish to consider to make the drafting clearer.

We'll be pleased to respond to any questions on the provisions of the bill and, should the committee desire, to explain the drafting amendments.

Thank you.

The Chair: Thank you very much.

That is Bill C-45. Are there any questions or comments anyone would like to make? Under the circumstances, with the division bells ringing...

First of all, if all members were to decide not to go, we're two votes behind. No?

We'll take questions on Bill C-45 first. Are there no questions?

Mr. Nystrom.

Hon. Lorne Nystrom (Regina—Qu'Appelle, NDP): Mr. Marceau has a question.

¹ (1545)

[Translation]

Mr. Richard Marceau (Charlesbourg—Jacques-Cartier, BQ): I have a question on the offences that involve a more specific criminal intent than that attributable to criminal negligence. Generally speaking—I'm referring here to the liability of the company—in criminal law, does the necessity of having to prove criminal intent give rise to evidential problems in cases other than in cases of criminal negligence?

Mr. Greg Yost (Counsel, Criminal Law Policy Section, Department of Justice): There are always evidential problems. Since we are talking about the senior officer, we would have to prove that the person who had the criminal intent really was a senior officer. There is now a test involving the directing mind. Crown prosecutors have often managed to prove that a given person was the directing mind and had a criminal intent. The problems are the same, except that in an organization, the executive who must have had the necessary criminal intent is a little lower down on the scale.

Mr. Richard Marceau: I see.

[English]

The Chair: Mr. Nystrom.

Hon. Lorne Nystrom: First of all, I want to say I'm supportive of the legislation. I just want to ask a couple of questions of clarification, if I may.

There has been some concern about the definition here of who the legislation pertains to. We're talking about “every one”. This is in proposed section 217.1, in clause 3:

Every one who undertakes, or has the authority, to direct how another person does work or performs a task is under a legal duty to take reasonable steps to prevent bodily harm to that person, or any other person, arising from that work or task.

I know your department has been in discussion with some of the people who come from Westray and some of the steel workers who have been doing a lot of work on this bill about trying to clarify it to make sure that “every one” includes a specific reference to directors and officers of a company. I wonder whether you have had a chance to give that some thought, to make it really explicit that directors and officers have to be held accountable in an explicit way. That's a concern some people have had. I know you've had discussions with them. I wonder if you can tell us what your response to this might be.

The Chair: Mr. Piragoff.

Mr. Donald Piragoff: Thank you, Mr. Chair.

The question asked who would be included in “every one” in clause 3 of the bill. In proposed section 217.1 it says:

Every one who undertakes, or has authority, to direct how another person does work or performs a task is under a legal duty to take reasonable steps to prevent bodily harm to that person, or any other person, arising from that work or task.

One could turn to clause 1 of the bill, where there's an amendment made to the definition of “every one” in section 2 of the Criminal Code. It says the terms “every one”, “person”, and “owner” include Her Majesty and an organization. The concept of “every one” basically includes everyone. It includes not only directors, managers, CEOs, foremen or forewomen, and employees; it includes every one of us.

If I hire the neighbourhood kid to cut my grass, I have a duty to ensure the lawn mower I provide the child or the teenager is safe. And if I am criminally negligent, this duly applies to me. Likewise this duly applies to foremen in a mine. It also applies to the very top of the corporation, the CEO or the directors. That's why this particular provision is a broad application to all Canadians while other parts of the bill talk only about organizations and corporations and uses the phrases “senior officers” or “representative”.

Hon. Lorne Nystrom: Also, under the same section it says “every one who undertakes, or has the authority, to direct how another person does work or performs a task”. There's been some concern that this may mean managers, because you're asking about people who direct a task. Directors do not directly direct a task of a public corporation. Even removal of the comma, as has been suggested by somebody, might strengthen this.

I'm just wondering how the courts might interpret this, if you have here:

What a company usually does is a board of directors at a meeting will have a management team, and they'll hire the management team to direct the task of the workforce. I know some you folks who are lawyers have very creative ways of interpreting language before the courts, and there is some concern by the workers and families in Westray that this should include the directors and officers of the company.

I just wondered if you, or a majority of the committee, would be open to an amendment that would make it a bit more explicit. Mainly, just add “including but not limited to directors and officers”, so you're not limiting it to directors and officers.

I'm not a lawyer; I'm just asking you to speculate on the creative arguments that lawyers may use before the court.

¹ (1550)

The Chair: Mr. Nystrom, I'm not a lawyer either, but if you want to do that you're going to have to write it down and bring it up here. We'll look at it to see, in fact, if it's even--

Hon. Lorne Nystrom: I'm asking it as a question at this time.

Mr. Donald Piragoff: Thank you, Mr. Chairman.

Proposed section 217.1 is structured to capture two different scenarios. One is to capture everyone who undertakes to direct how another person does work; that is someone who actually directs. The other covers those who have the authority to direct how another person does work or performs a task.

So even though the CEO or the board of directors may not be actually undertaking the direction of the employees, they have the ultimate authority to direct how persons will work in their factories. The board of directors has the authority to determine what the safety standards will be in a corporation. The CEO has the authority to say this will be our level of safety standards.

So Mr. Nystrom's concern, I think, is addressed by the way the provision is drafted to capture two different scenarios: the persons who actually direct, as well as those who may not actually direct but have the authority to do so.

The Chair: Okay.

Hon. Lorne Nystrom: It has also been suggested that if one were to remove the comma after “authority” it might strengthen what you're saying. Because what it reads now in the clause is “every one who undertakes, or has the authority, to direct how another person does work or performs”.

Would that make it a bit clearer in terms of the intent? The intent you have here is what I support, but I want to make sure that... unintended consequences, you know.

Mr. Donald Piragoff: I've been told by legislative drafters that commas have no legislative authority. They're like marginal notes--they're just there for ease of interpretation.

Actually, I think it's probably clearer if it's set off by the two commas, because then it makes it clear there are two different cases. One is everyone who undertakes to direct; the other is anyone who has authority to direct. It makes it clear there are two different cases.

The Chair: Ms. Klineberg, did you want to...

Ms. Joanne Klineberg (Counsel, Criminal Law Policy Section, Department of Justice): Well, it's not in direct response to that question, but to flesh out the legal context just a little bit more, this is not the only duty that can lead to a charge of criminal negligence. There are a variety of other statutory duties. Some are in the Criminal Code and others are in other statutes. The criminal negligence provisions of the code can be premised on a breach of any statutory duty or even a breach of a common law duty.

For instance, in the Canada Business Corporations Act there is a duty on every director and officer of a corporation in exercising their powers to exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances. That duty exists in every provincial corporations act, if you will. That is a duty that every director and officer of a company is under. If they breach that statutory duty in a manner that shows a wanton and reckless disregard for people's safety, that duty also can lead to a charge of criminal negligence.

So, just to flesh out the legal context, there are other duties under which directors and officers operate that also can lead to charges.

¹ (1555)

The Chair: Mr. Piragoff.

Mr. Donald Piragoff: If I might add another comment dealing with the liability of directors, the provisions in this bill are not the only way by which directors on boards may be liable. There is the existing law of parties to an offence in sections 21 and 22 of the Criminal Code. So if the directors are parties to the offence, if they aid and abet, if they counsel the CEO to do something, then they are also guilty equally as if they had been an actual principal.

This is a duty that applies to everyone, including directors. For how directors or CEOs or foremen or ordinary citizens like us become liable with anyone we hire, one then goes to other provisions of the code, existing provisions in the code or the new provisions that are being proposed to be enacted in proposed subsections 22(1) and 22(2), for example.

The Chair: Thank you.

Mr. Macklin.

Mr. Paul Harold Macklin (Northumberland, Lib.): Thank you, Mr. Chair.

I believe every member of the committee has received a series of amendments headed up by G-1. Although they're technical in nature and make no substantive change to this bill, I think it would be appropriate if we could have a brief explanation for the record as to the intent of these amendments.

Mr. Greg Yost: If I may, Mr. Chairman, those arose as a result of meetings we had with the Barreau du Québec. Our original idea, as it is in the bill, was to try to have everything connected with the liability of the corporation in that proposed subsection 22(1). So you start with the definitions, and then you have the conditions of liability. Then we did the sentencing parts, and we wanted to put in what an organization was, the identical words. So they appear in two places in this bill.

It was pointed out to us by the Barreau that the concept of senior officer, the concept of representative, is useful in other parts of the code, particularly parts dealing with procedure and who you would serve a document on, for example.

Unless the definition is in section 2, the general part, so it applies to the entire code, we would have to reproduce it every time we used it in a different place and it wouldn't be there in future. So they suggested...and after brief reflection we said yes, that makes more sense than what we put together.

So this is an intention to have the definitions in the general parts so they apply everywhere, and then there's a series of little consequentials that just clean it up.

Mr. Paul Harold Macklin: Thank you, Mr. Chairman.

The Chair: Thank you very much.

Monsieur Marceau.

[Translation]

Mr. Richard Marceau: I was not clear earlier. You took me by surprise, so to speak. I thought my colleagues from the Alliance—or should I say “the Conservative Bloc”; these are strange bedfellows, as strange as some in the Liberal Party, and that is only one party, but nevermind—would have asked that question.

Subclause (3) of clause 22 of Bill C-45 reads as follows:

Where the defendant is an organization, it shall appear by counsel or agent and, if it does not appear, the summary conviction court may, on proof of service of the summons, proceed ex parte to hold the trial.

I'd like to get back to my question on criminal intent. Is it conceivable that an organization might be found guilty of something else besides criminal negligence if the court proceeds ex parte? In such cases how can we prove that there is mens rea, that is to say criminal intent?

[English]

The Chair: Thank you very much.

You're going to have a little while to think about this, as we're all going to vote in answer to these bells. So there you go.

I'll suspend, and when we come back we're going to finish the questions and answers. We'll go to clause-by-clause on Bill C-45, and then we'll do Bill C-46.

º (1600)

º (1635)

The Chair: I call the 72nd meeting of the Standing Committee on Justice and Human Rights back to order. We're still dealing with Bill C-45.

When we left to go back to the House, Mr. Marceau asked a rivetting question. The only particularly important person to remember the question is Mr. Yost, who's about to answer it.

[Translation]

Mr. Greg Yost: You were asking whether it would be possible to convict an organization if it failed to appear. We are not changing the law here, of course. We had “body corporate”, and we will now have “organization”. The fact is that this reflects the difference between a physical person and a corporation. If a physical person did not appear, an arrest warrant would be issued and he or she would be brought in.

Now, we can move forward, and the Crown's representative will have to determine the liability of the organization. Where witnesses are concerned, a warrant can be issued to summon senior officers to appear, not as individuals who are being charged as such, but as representatives of the organization. So it is possible to do that, regardless of the fact that the organization decides not to be represented by counsel. That is the only reason.

[English]

The Chair: Thank you very much.

Are there any other inquiries?

Mr. Nystrom.

Hon. Lorne Nystrom: I just want to go back to clause 3 again, proposed section 217.1. I wonder if the department would be willing to look at an amendment to clarify what I'm raising here. After the words “every one”, delete the words “who undertakes, or has the authority, to direct how another person does work or performs a task”. Then it would say:

Every one is under a legal duty to take reasonable steps to prevent bodily harm to that person, or any other person, arising from that work or task.

I'm told by people with some legal background this might indeed strengthen it, to make sure that “every one” would catch management team folks and directors.

Mr. Greg Yost: If I may say so, I think there are serious drafting problems. Who is “that person”? The word “that” has to relate back to another person who's performing the work. Then it's that “work” or “task”, which are also words you would be removing. So I think it would then be essentially impossible to make that section applicable. If it says that every one has a duty to take reasonable steps to prevent bodily harm to that person, how do you identify which person that is? I have difficulties with it, I'm sorry.

Hon. Lorne Nystrom: We could replace “that person” in line 16 with “a person performing work or a task”. So the whole thing would read,

Every one is under a legal duty to take reasonable steps to prevent bodily harm to a person performing work or a task.

I think that addresses the point you were raising.

The Chair: Mr. Piragoff.

Mr. Donald Piragoff: I think the problem with that wording is it's too broad. If you say that every one is under legal duty to a person who performs work or a task, there's no relationship between the person who is the every one and the worker. Sitting here, I have no relationship with someone who's working in Vancouver, who's not in my corporation, and who just happens to be another Canadian. Why would I have a duty to someone in Vancouver right now who is working or undertaking a task?

There's got to be some relationship between me and that person in Vancouver. I have either directed that person in Vancouver to do some work, or because of my position in the company or my position in the board of directors over the company I have authority to direct how that person will undertake his work. So there's got to be a relationship there.

º (1640)

The Chair: Are there any other interventions or questions?

Hon. Lorne Nystrom: I just have one last one here.

Are the witnesses satisfied that the wording of the French text and the English text coincide? Again, someone has suggested to me that the French text might be a bit more precise and a bit more in line with the questions I'm raising.

[Translation]

Mr. Greg Yost: I am not as perfectly bilingual as Mr. Marceau, but we still believe that the language of Molière can be somewhat more precise!

[English]

But really, in this case, we think this does say the same thing. Reading the two together, we see no contradiction or anything between them, so we wouldn't want to change the French or anything like that.

The Chair: Thank you very much.

Seeing there are no other interventions, I will, pursuant to the order of reference of Friday, September 19, 2003, move to a clause-by-clause consideration of Bill C-45, an act to amend the Criminal Code (criminal liability of organizations).

I see that the government has proposed an amendment to clause 1 of the bill. Who would like to speak to the amendment?

(On clause 1)

Mr. Greg Yost: This is the first amendment of the ones I spoke of.

The Chair: Excuse me, but before we proceed further, someone has to move the government amendment.

Mr. Greg Yost: I apologize.

Mr. Paul Harold Macklin: I move that the government amendment, marked in the upper right-hand corner of the distributed material as G-1 and as pages 1 and 2 at the bottom, be brought forward with respect to clause 1. I so move amendment G-1 with respect to clause 1.

The Chair: Thank you, Mr. Macklin.

Mr. Yost.

Mr. Greg Yost: This is the main amendment, which will put the definition in the general part, so that we can use these words throughout the code.

(Amendment agreed to [See Minutes of Proceedings])

(Clause 1 as amended agreed to)

(On clause 2)

The Chair: I go now to clause 2 and an amendment identified as G-2.

Paul.

Mr. Paul Harold Macklin: Mr. Chair, I move the amendment, described as G-2 in upper right-hand of the distributed material and as pages 3 and 4 at the bottom.

The Chair: Thank you, Mr. Macklin.

Mr. Yost.

Mr. Greg Yost: In the existing bill before you, the definitions of a “representative” and “senior officer” appear in subsection 22(1). They are not needed there any more, so the result of this is essentially to take subsections 22(2) and 22(3) and renumber them as subsections 22(1) and 22(2).

(Amendment agreed to)

(Clause 2 as amended agreed to)

(Clause 3 agreed to)

The Chair: Thank you very much.

I go to clause 4 and amendment G-3.

(On clause 4)

Mr. Paul Harold Macklin: Mr. Chairman, I move amendment G-3, marked in the material that was circulated as G-3 in the upper right-hand corner and at the bottom as pages 5 and 6.

The Chair: Mr. Yost.

Mr. Greg Yost: Mr. Chairman, this is one of the ones the Barreau du Québec was talking about, where it's useful to be able to use the defined term in section 2. The existing section of the code, which is reproduced on the right-hand side of the bill, refers to “directors, officers or members”. In fact, we don't want it just to be those three, but to be “representatives”, meaning every representative.

The Chair: Thank you very much.

(Amendment agreed to) [See Minutes of Proceedings]

(Clause 4 as amended agreed to)

(Clauses 5 and 6 agreed to)

º (1645)

The Chair: I go now to new clause 6.1 and amendment G-4.

Mr. Paul Harold Macklin: Mr. Chairman, I move amendment G-4, identified in the circulated material as G-4 in the upper right-hand corner and as pages 7 and 8 at the bottom.

The Chair: Mr. Yost.

Mr. Greg Yost: In the current subsection dealing with a person who is a “director, an officer, an agent...of a corporation that commits, by fraud...” these people are all caught under “representative”, which is why this is being brought forward. Again, we want to use “representative” in a section where the code currently uses a number of words.

The Chair: Thank you very much.

(Amendment agreed to) [See Minutes of Proceedings]

(Clauses 7 to 12 inclusive agreed to)

(On clause 13)

The Chair: I see amendment G-5 for clause 13.

Mr. Paul Harold Macklin: Mr. Chairman, I would move amendment G-5, and it's indicated again in the circulated material.

The Chair: Mr. Yost.

Mr. Greg Yost: The current section of the code, which we were just amending in order to put in “organization”, has a reference to an “executive” officer. That's an undefined term, whereas now we have the defined term, which would be a “senior” officer. The effect of this would then be, once again, to use the defined term so people know who we're talking about.

The Chair: I think it's understood.

(Amendment agreed to) [See Minutes of Proceedings]

(Clause 13 as amended agreed to)

(On clause 14)

The Chair: I see amendment G-6 on clause 14, but I also see that it eliminates the entire clause. We can't amend it by eliminating the clause. It will have to be presented and defeated. Do you follow?

Mr. Paul Harold Macklin: Yes, I understand.

The Chair: So it would be clause 14 moved, and then it would have to be defeated. That would remove it rather than amending it by removing it.

(Clause 14 negatived)

(Clauses 15 to 24 inclusive agreed to)

The Chair: Shall the title carry?

Some hon. members: Agreed.

The Chair: Shall the bill as amended carry?

Some hon. members: Agreed.

The Chair: Shall I report the bill with amendments to the House?

Some hon. members: Agreed.

The Chair: Shall the committee order a reprint for use at report stage?

Some hon. members: Agreed.

The Chair: I want to thank everyone, and most particularly I'd like to thank and offer congratulations to the folks in the gallery. We've seen people here before, but it has been a long time--too long.

Voices: Hear, hear!

The Chair: Now we're going back to Bill C-46, and we're hearing from the department on Bill C-46, an act to amend the Criminal Code (capital markets fraud and evidence gathering).

I see that Mr. Piragoff remains, Mr. Bartlett steps in for Mr. Mosely, and Ms. Klineberg remains.

Mr. Piragoff.

Mr. Donald Piragoff: Thank you, Mr. Chairman.

I'd just like to introduce the witnesses in addition to me, Donald Piragoff. I have Mr. William Bartlett, Joanne Klineberg, and Lucie Angers, all from the Department of Justice. Mr. Bartlett will make the opening statement on behalf of the minister.

Thank you.

The Chair: Mr. Bartlett.

Mr. William Bartlett (Senior Counsel, Criminal Law Policy Section, Department of Justice): Thank you, Mr. Chairman and members of the committee. Thank you for the opportunity to address Bill C-46, an act to amend the Criminal Code (capital markets fraud and evidence gathering).

The legislative proposals in Bill C-46 are designed to enhance the ability of police and prosecution authorities to attack capital markets fraud cases and thereby restore the confidence of Canadians in the integrity of the markets, which is necessary for the proper functioning of the Canadian economy as a whole. This package is part of a larger enforcement initiative that will see the creation of integrated market enforcement teams in four key financial centres, teams comprised of RCMP investigators, federal lawyers, forensic accounting services, and other disciplines working together to complement the enforcement efforts of provincial authorities.

As was announced in the Budget 2003 document, the government's legislative approach is multi-pronged and addresses four separate areas: offences, sentencing, concurrent federal jurisdiction to prosecute, and evidence gathering. Proposals in Bill C-46 follow through on all those four commitments made in the budget.

Allow me, Mr. Chairman, to briefly introduce each of these elements. The first component is two new offences in the Criminal Code. A review of the Criminal Code in light of the American response to the crisis in investor confidence showed that we already have strong and effective laws to deal with capital markets fraud, including an effective fraud offence--a very effective basic fraud offence--and offences for obstruction of justice for the filing of a false prospectus, for falsifying documents of various sorts, and for others. However, we did identify two gaps in the law, which Bill C-46 seeks to fill.

º (1650)

[Translation]

Insider trading can cause significant economic harm to individual investors, firms and to the integrity of the Canadian economy as a whole. Insider trading is currently prohibited under provincial securities laws, and under the Canada Business Corporations Act.

The use of the criminal law is a necessary additional instrument for deterring this kind of corporate malfeasance, because of its symbolic value and because of the more severe penalties available.

[English]

The other new offence is designed to encourage insiders to cooperate with law enforcement by prohibiting employers from making employment-related threats against them. Insiders play a vital role in uncovering unlawful conduct within companies and are a vital source of evidence. Threats and actions directed at a person's employment are not adequately covered, we feel, by the existing offences of intimidation or obstruction of justice. The targeted new offence will close this gap.

The second component of the bill is sentencing enhancements. The bill proposes to strengthen the penalties applicable to capital markets fraud offences and to certain white-collar crimes in general. It is proposed to raise the maximum prison term for the primary fraud offence, section 380, from 10 years to 14 years and for fraudulent manipulation of stock exchange transactions, section 382, from five years to 10 years. These sentencing initiatives would raise the maximum sentences for capital markets fraud offences to the level of penalties for very serious crimes in our law.

It is to be noted that a maximum prison term of 14 years, which this bill would apply to the primary offence of fraud, the offence that is most often used in capital markets fraud cases, is the highest maximum sentence under the Criminal Code short of a maximum term of life imprisonment.

In order to focus these more severe penalties on those cases of fraud meriting harsher denunciation and requiring greater deterrence, it is further proposed to codify certain aggravating, non-mitigating sentencing factors. These new measures will signal to the courts that the actual sentences levied for these crimes need to reflect the seriousness of the economic and social damage they do to our society. These codified factors should improve the sentencing for white-collar crime in general.

The third component of the bill is a proposal to give the federal government jurisdiction to prosecute, in addition to the existing provincial jurisdiction, certain key market fraud offences.

[Translation]

Federal prosecutorial resources in this area would be restricted to a narrow range of cases that threaten the national interest in the integrity of our capital markets.

The federal government does not intend to replace or overtake provincial prosecutorial jurisdiction, but rather to complete it.

º (1655)

[English]

These cases do serious damage to investor confidence in institutions that are critical to the Canadian economy. This amendment would enable the federal government to add resources to these prosecutions and ensure that these cases are prosecuted effectively.

[Translation]

In order to ensure proper coordination, the Government of Canada will work with the provinces to establish prosecution protocols that would ensure a coordinated and effective implementation of concurrent jurisdiction.

[English]

Consultations and discussions between the federal government and provincial authorities are already well underway. The goal is to develop prosecution protocols with each jurisdiction that would establish coordinated and effective implementation of federal jurisdiction in a form that is satisfactory to all parties. Through effective partnerships with our provincial colleagues we can strengthen investor confidence and bring to justice those who threaten it through the commission of crimes.

The last component of the bill is the creation of new measures to enhance evidence gathering. For a number of years law enforcement has been asking for the addition of production order powers to the Criminal Code. Bill C-46 would add this tool to the investigative powers of all law enforcement officers. Whereas a search warrant allows police to search a certain place for evidence, a production order compels a person to produce relevant information in his or her possession or control, even if it is stored outside of Canada, to the police within a specified time and at a specified place.

The bill creates two forms of production order. The first, a general production order, may be used in circumstances where a search warrant can now be used and will include all the same constitutional safeguards.

[Translation]

The second, a specific production order, has been designed as a first step investigative tool and is limited to specific types of information for which there is a lower expectation of privacy.

A judge or justice will have to be satisfied that there are reasonable grounds to suspect that the information will assist in the investigation of an offence.

[English]

In particular, this narrow scope will apply to general information related to bank accounts--for example, the name, the address, the account number, the date the account was opened, but not to the account transactions or amounts.

Production orders will be available in regard to the enforcement of all criminal offences, and this must be emphasized. It will be particularly useful in gathering, in a timely and effective way, the financial information that is critical to the investigation of capital markets fraud cases. Taken together, the measures in Bill C-46, together with the focused commitment of additional enforcement resources in the integrated market enforcement teams, will help to deter fraudulent activity that affects the capital markets by sending the message that Canadians have asked the federal government and Parliament to convey: that those who are engaged in such activity face a significantly increased risk of being caught, charged, convicted, and punished.

Thank you, and we would welcome your questions.

The Chair: Thank you very much.

We're going to return to our normal method of operation.

Mr. Cadman.

Mr. Chuck Cadman (Surrey North, Canadian Alliance): Mr. Chair, I'd like to make a comment. We're supportive of this legislation, and I don't see any questions right at this time.

The Chair: Our clerk thinks we may be going to clause-by-clause, and she's terrified.

Monsieur Marceau.

[Translation]

Mr. Richard Marceau: Thank you, Mr. Chairman.

Firstly, why would the Attorney General have jurisdiction to prosecute accused parties in certain cases, including cases of insider trading? Why would that not be done by the provincial attorney?

[English]

Mr. William Bartlett: What this amendment would do in terms of concurrent prosecutorial jurisdiction is give the federal government jurisdiction, in addition to existing provincial prosecution, over fraud and certain other existing offences and the new offence of insider trading. All of this is because these offences have a very significant impact on investor confidence in our capital markets. That's what the bill is targeted to address. We're adding the ability of the federal government to add its prosecutorial resources in the prosecution of these very serious cases that can have that effect on the capital markets. That's what unites all of the cases that would be made subject to this concurrent jurisdiction.

» (1700)

[Translation]

Mr. Richard Marceau: I have two questions. First, are you saying that under the current system the teams of provincial attorneys were not doing their job?

Secondly, does this not run counter to the division of powers, to some extent? You refer to capital markets, to securities. Don't these come under provincial jurisdiction? I do not understand why the federal government is being given jurisdiction, even if it is only concurrent jurisdiction, in such an area.

[English]

The Chair: Mr. Piragoff.

Mr. Donald Piragoff: Thank you, Mr. Chairman.

The provincial governments have the responsibility to prosecute crimes within their province. That was created under the Constitution back in 1867: the federal government would have responsibility for matters of a national nature, including what is a crime in this country, but the provincial attorneys general would be responsible for prosecution because they were more attuned to local conditions in their province, given that we are a large country.

As Parliament did with respect to the anti-terrorism offences two years ago, it recognized that there are certain things that affect the body politic of this country as a whole, which threatened the country as a whole and not individual victims in one particular province. The effect we saw with respect to the scandals in the United States last year--Enron and others--is that there was a significant impact on investor confidence, which affects the Canadian economy as a whole and which is not only a provincial interest but is of national interest.

That is one justification why the Attorney General of Canada should have concurrent jurisdiction with the provincial attorneys general. It does not replace the power of the provincial attorney general; it provides another means to prosecute where clearly the effects of the fraud are felt across the country and not simply in one particular province.

The second reason--and this is all part of the announcement made by Ministers Easter and Cauchon at the time of tabling--is that while every prosecutor in this country, in any province, is competent and capable, not all provinces are equally resourced to be able to undertake a complex fraud prosecution. It takes a significant amount of resources. So while the prosecutors may be equal across this country, the resources may not be equal in each province.

What the government announced at the time of tabling was that it was going to provide a significant amount of funding to create integrated market teams to complement and assist provincial prosecutions. Some provinces may not need any federal assistance; other provinces may need the assistance of the federal government. What this provides is the ability for the federal government to complement but not replace provincial resources.

Those are the primary reasons why the bill provides for concurrent jurisdiction: for the Attorney General to be able to prosecute, but not necessarily that he or she will prosecute.

Thank you.

The Chair: Mr. Bartlett.

Mr. William Bartlett: The offence of insider trading does exist in all the provincial securities legislation, but we're not talking here about any federal jurisdiction to prosecute those offences under provincial law. There will be parallel offences, if you will, between the offences that exist under provincial law and the insider trading offence that we would be adding to the Criminal Code here.

The Criminal Code offence would be used in the more serious cases where the mens rea was present and it was thought appropriate to use the Criminal Code. Only when the Criminal Code offence was involved would there be federal jurisdiction to prosecute the offence, a jurisdiction that would be complementary to that of the provincial authorities to prosecute under the Criminal Code.

[Translation]

The Chair: Mr. Marceau.

» (1705)

Mr. Richard Marceau: I have a comment to make on that. This is a stumbling block that might determine the position my party will adopt on this bill.

I have another question. Pursuant to this bill, it is an offence to falsify documents for the purpose of defrauding creditors. Why not also include falsifying documents for the purpose of defrauding shareholders? Why give greater protection to creditors than to shareholders?

[English]

Mr. William Bartlett: Essentially, there are two answers. One is that there is already an offence in section 400 of the Criminal Code for filing a false prospectus or other false document, a statement or an account, written or oral, for the purpose of inducing a person to become a shareholder or with the intent of deceiving or defrauding existing shareholders of a company. So that existing offence covers that very specific situation that Mr. Marceau was addressing. It includes financial statements and any other account and specifically refers to defrauding both existing and possible future shareholders. The maximum penalty for that offence is already ten years.

In addition, making a false statement with intent to defraud current or potential shareholders might well, in a particular case, be fraud under section 380, and if Bill C-46 were enacted, that would be subject to the increased 14-year maximum penalty.

Prosecutors who deal with these cases under the Criminal Code and federal prosecutors who deal with related cases have told us that in general they tend to use the simplest, most direct offence, which in most cases is actually the fraud offence in section 380 of the code, where the fraud offence has been well interpreted by the courts, it's well understood, and they don't have to prove a lot of very specific elements. If the fraud offence will apply, they will tend to use that rather than the more specialized offences, and the statistics show that they are rarely used.

For that basic fraud offence, we would increase the penalty under this bill to 14 years.

The Chair: Mr. Nystrom.

Hon. Lorne Nystrom: I have just a couple of questions, Mr. Chair.

In terms of a definition, Bill C-46 describes “insider information” as information that “has not generally been disclosed” and “could reasonably be expected to significantly affect the market price or value of a security”. So it would have to “significantly affect” the market price or value of the stock or a bond. How do you describe how significant is “significantly”? Again I get back to that. I know Mr. Maloney is an expert in this, but I'm just a country boy from Saskatchewan. So how do you describe that? How would the courts interpret that?

Ms. Joanne Klineberg: As with many pieces of legislation, I'm sure, that come before you, there will be phrases in which we say there will be some latitude on either side. There will be clear cases that fall within, and certainly on the borders there may be cases where reasonable people might disagree.

What I can tell you is that the concept of the definition of “insider information” is one that is largely borrowed from provincial securities regulations. The definitions of “insider information” across the country in the various provinces are fairly consistent, and these terms come from the provincial statutes.

There is a fair amount of interpretation of these provisions under the securities regulations. I think there is every reason to expect that criminal courts will have regard to this existing body of court interpretation in order to give content to these definitions. Unfortunately, I don't have any of those cases with me today, but I can tell you that there has been a considerable amount of judicial interpretation of what those words mean.

Mr. William Bartlett: Perhaps I could just add, Mr. Chairman, that I think the kind of situation Mr. Nystrom is suggesting is also unlikely to arise in cases where you're applying the Criminal Code offence to insider trading.

The sorts of grey areas that Ms. Klineberg was addressing that might occur are unlikely, on a factual basis, to occur in the more serious cases where it's felt appropriate to use a Criminal Code offence.

» (1710)

Hon. Lorne Nystrom: I wonder if anybody can give us a ballpark example where insiders give information that does affect the value of a share, and the value of the company jumps or drops x percent. What are we looking at in terms of a ballpark figure? Do any of you have some advice as to what you really mean by this change in the legislation?

I know you're saying you're taking for precedents what happens in provincial securities legislation, and so on. I don't want to put you on the spot, but I do want to ask the question. I don't know. If Mr. Maloney has shares in company X and has some inside information and he does whatever he does and it changes the value by 2%, is that significant or is it not?

Sorry to think of Mr. Maloney, but....

Mr. William Bartlett: I think that would depend upon the facts of the particular case.

Mr. Lorne Nystrom: That's why I'm asking.

Mr. William Bartlett: That is, a 2% change in the value of certain shares might be a very significant change, and in other cases it might not, depending upon the value of those shares and what the effect of that relatively marginal change in their value might be. So it would be very much a case-by-case matter of whether or not, in that particular case, the effect would be significant.

Hon. Lorne Nystrom: I wonder if this legislation pertains to Canadian corporations operating overseas, Canadian-based corporations with subsidiaries in other countries. Does it apply to what may happen there, and if not, why doesn't it?

Mr. Donald Piragoff: The bill doesn't change the existing rules concerning extraterritorial jurisdictions. Primarily it applies to activities in Canada, but there are common-law principles--for example, coming out of the Supreme Court of Canada in a case called Libman--that hold that if there are activities in Canada as well as outside of Canada, the court can have jurisdiction in Canada if a significant aspect of the conduct occurred in Canada.

Again, that's a factual question as to whether the court is of the opinion that there's a significant connection to Canada with respect to the offence. If it is a purely extraterritorial offence, with actually no connection with Canada other than the fact that the corporation happens to be a Canadian-registered corporation, then it would not be caught by this legislation.

But of course there are other common-law principles--or even in the code--such as conspiracy, where there may be activity in Canada by directors or other individuals, or shareholders in Canada, with respect to the activities of the corporation outside, which would again then have some Canadian connection.

There has to be a Canadian connection in order for there to be liability in Canada.

Hon. Lorne Nystrom: So the Canadian connection is solely being registered in the country, but if activities take place solely outside the country, there would be no Canadian connection. Is that what you're saying?

Mr. Donald Piragoff: Registration solely in Canada would probably not be enough, because we're not talking about liability of the corporation; we're talking about liability of individuals here--the shareholder, the CEO, the accountant, the lawyer, or someone who acquired the inside information and thereby profited from it.

It's irrelevant where the corporation is registered. What counts is where the individual is when he or she uses the inside information.

Hon. Lorne Nystrom: So if it's a Canadian corporation operating extraterritorially but the shareholders or the directors are in Canada, then we have enough authority under existing law, you're saying, to act.

Mr. Donald Piragoff: It would be governed by the federal law, which I just described, as well as any provincial law that concerns the application of that company.

The provision in proposed subsection 382.1(3) under clause 5 provides that “an act is not an offence under this section if it is authorized or required, or is not prohibited, by any federal or provincial Act or regulation applicable to it”. So one would then look to provincial regulation to see whether the regulatory board or securities commission of a particular province applies to this corporation or not.

» (1715)

Mr. Lorne Nystrom: I have one last question.

The Chair: I'll be back, Lorne. I want to make sure we get around. Thank you very much.

John.

Mr. John McKay: Thank you, Chair. Thank you, witnesses.

I was reflecting on the fact that we just passed some new attribution rules here ten minutes ago with respect to moving the concept of “representative” from a specific section of the code into the general definition section of the code. And the concept of “representative” has been significantly expanded.

I'm just looking at the Library of Parliament notes on what that meant in the context of Bill C-45. They say, “These attribution rules represent a codification of an aspect of criminal law that has hitherto been left to the common law.” The new section defines two overlapping groups whose conduct could form the basis of a criminal offence attributable to an organization. A representative now includes virtually everyone who works for or who is affiliated with an organization, such as directors and partners, but also an employer, a member, even an agent or contractor. A senior representative could mean any representative who plays an important role in the organizational policy-making, etc.

If you apply that definition, which is now a code-wide definition, to the concept you're proposing here of an insider trading idea, which I think is a good idea, and given that it is in the nature of all prosecutors to cast the net as broadly as possible, are you in effect creating a new class of people who could be potentially exposed to insider information but who might not have ever been heretofore considered to have insider information? Bear in mind that financial institutions come in all shapes and forms. It's not just your classic Bay Street insider who's had a couple too many drinks of scotch; it could be your Edward Jones representative out in the suburbs of Scarborough.

And when you overlay the representative idea, which is now, as I say, part of the definition section of the code, are we creating something of a monster?

Mr. Donald Piragoff: The definitions of “representative” or “senior officer” would not be applicable to the new proposed section 382.1 concerning insider trading because the provision doesn't use those terms. The provision starts out by saying a person, which means everyone--we had the discussion that everyone means everyone--is guilty of an offence who knowingly uses insider information that they possess by virtue of... then new proposed paragraphs 382.1.(1)(a), (b), (c), (d), and (e) describe the particular qualifications of who may be subject to insider trading law.

New proposed paragraphs 382.1.(1) (a), (b), (c), (d), and (e) reflect existing categories of people who are caught by provincial insider trading legislation. So the proposed federal legislation would not create any new categories of persons who are not already caught by provincial law.

Mr. John McKay: So “representative”, in effect, doesn't expand the concept of “person” and “person” doesn't expand the concept of “representative”.

Mr. Donald Piragoff: No. “Person” includes a representative, but new proposed paragraphs 382.1.(1) (a), (b), (c), (d), and (e) put certain qualifiers that actually narrow the class of everyone. It's not just everyone in Canada. It's everyone who fits into the definitions in new proposed paragraphs 382.1.(1) (a), (b), (c), (d), and (e) who would be subject to this law.

» (1720)

Mr. John McKay: Okay. It will be interesting to ask that question of other witnesses and see whether that is applied.

My second question has to do with new proposed subsection 487.012.(4), and this has to do with privileged communication between a lawyer and a client. It says:

The order may contain any terms and conditions that the justice or judge considers advisable in the circumstances, including terms and conditions to protect a privileged communication

I'm wondering whether, if you read that, in effect, in reverse, are you trying to make inroads into solicitor-client privileged communications?

The Chair: Ms. Angers.

Ms. Lucie Angers (Senior Counsel, Criminal Law Policy Section, Department of Justice): Thank you, Mr. Chairman.

Mr. Chairman, the purpose for which we did add a reference in the general production orders in relation to the terms and conditions that can be imposed by a judge or justice was because of the importance for different stakeholders of pointing out what kinds of terms and conditions could be imposed. As the committee knows, the Supreme Court of Canada rendered a very important decision relatively recently in relation to the privileged communications between a solicitor and their client, making it a very important principle that needed to be protected.

The federal government has been asked to enact legislation in relation to filling out the different criteria in which this kind of privilege is applicable, and it is one of the examples of the conditions that the judge might want to impose.

For instance, if you know that one of the documents that would be produced by a person would be a solicitor-client document, the judge will want to impose them generally, because it has been a recognized principle in common law for a number of years but also because of the Supreme Court decision. The judge will want to recognize that as being a term and condition that the person will have to fulfill before it produces the document.

Mr. John McKay: I don't recollect the terms of the Supreme Court decision, but my vague recollection is that they moved it closer to an absolute privilege and away from a conditional privilege.

You say that the government has been asked to be more specific. It seems to me that this new proposed subsection, if anything, is less specific, because it says “The order may contain any terms and conditions” and it doesn't direct a judge towards any specific terms and conditions.

Ms. Lucie Angers: Mr. Chairman, this provision is not a response to the Lavallée case because the Lavallée case was in relation to a search and seizure that took place in a lawyer's office. However, it is a recognition of the long-established principle of the solicitor-client privilege. Also, it has been brought to our attention that if we could specify some terms and conditions that the judge could be considering when he issues his production order, it would be advisable.

The Chair: Thank you, Mr. McKay.

Mr. Nystrom, three minutes.

Hon. Lorne Nystrom: I want to ask the question of whether or not the provincial security legislation is fairly consistent across the country or whether there is a significant difference from province to province. I suspect it is fairly similar, but I want you to put that on record or assure us that it is, in case that's accurate.

Ms. Joanne Klineberg: I can assure you it's barely consistent across the country. There is a significant movement underfoot actually among the various provincial securities regimes where they're trying even more so to harmonize their various pieces of legislation.

A number of companies will be incorporated in one province, on a stock exchange in another province. There is a lot of crossover, and the various securities commissions do work very closely together across the country. They have an overarching organization and they have a harmonization project underway.

To a very great extent, their regulations are already quite consistent. It's in the nature of document filing where there might be differences and so on. Especially in terms of the insider trading rules, those are consistent across the board.

» (1725)

Hon. Lorne Nystrom: Thank you.

The Chair: Thank you very much, Mr. Nystrom.

I see no other questioners, and I thank the witnesses.

The committee should be advised that I anticipate some amendments from the Bloc and possibly an amendment from the New Democrats. I've asked that those amendments be made available to the clerk by the end of the day on Friday so we would be able to proceed with clause-by-clause on Bill C-46 after Bill C-23 on Tuesday.

If that is understood, I thank you very much.

The meeting is adjourned.