The Bank of Canada's Securities-Lending Program: Draft Terms and Conditions - Appendix A

Related Entities

"Entity" means a corporation, trust, partnership, fund, or an unincorporated association or organization.

"Person" means a natural person, an entity or a personal representative.

Where two or more Primary Dealers are related entities with each other, only one of those entities may participate in the Bank's securities-lending program, unless the related entities meet the criteria and provide the required certification specified in the Terms and Conditions to enable related entities to participate.

Two entities are related if one is controlled by the other or if both are controlled by the same person.

A person controls a corporation if:

• securities of the corporation to which are attached more than 50 per cent of the votes that can be cast to elect directors of the corporation are beneficially owned by that person and the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the corporation; or
• the aggregate of (i) any securities of the corporation which are beneficially owned by that person, and (ii) any securities of the corporation which are beneficially owned by any entity controlled by that person, is such that, if that person and all of the entities controlled by it which beneficially own securities of the corporation were one person, that person would control the corporation; or
• that person controls an entity which controls the corporation.

A person controls a limited partnership if:

• that person is a general partner of the limited partnership; or
• that person controls an entity which controls the limited partnership.

A person controls an unincorporated entity, other than a limited partnership, if:

• more than 50 per cent of the ownership interests, however designated, into which the entity is divided are beneficially owned by that person and that person is able to direct the business and affairs of the entity; or
• that person controls an entity which controls the unincorporated entity.

A person controls an entity if that person has any direct or indirect controlling influence over the management and policies of the entity, whether alone or in combination with one or more other persons and whether through the beneficial ownership of securities through one or more other persons or otherwise.