Clause 45

by deleting paragraph (b) of subsection (1) and substituting the following paragraph:“(b)ensure that the written statements mentioned in paragraph (a) are annexed to the financial statements of the registered business trust required under section 76(1) or the consolidated financial statements required under section 76(3).”;

by deleting subsections (4) and (5) and substituting the following subsections:“(4) Where the board of directors of the trustee‑manager of a registered business trust is unable to provide a written statement in accordance with subsection (2), for the reason that —

the board of directors is of the opinion that the assertions mentioned in subsection (2) if made in the written statement, would not be true; or

there is a divergence of views among the directors of the trustee‑manager as to the accuracy of the assertions mentioned in subsection (2) if they were made in the written statement,the trustee‑manager need not annex the written statement required by subsection (2) to the financial statements of the registered business trust required under section 76(1) or the consolidated financial statements required under section 76(3), but the board of directors must provide an explanation, including the important factors for the inability to provide such a written statement, and the explanation must be annexed by the trustee‑manager to the financial statements of the registered business trust required under section 76(1) or the consolidated financial statements required under section 76(3).(5) Where the chief executive officer of the trustee‑manager of a registered business trust is unable to provide a written statement in accordance with subsection (3) for the reason that he or she is of the opinion that the assertion mentioned in subsection (3) if made in the written statement, would not be true, the trustee‑manager need not annex the written statement required by subsection (3) to the financial statements of the registered business trust required under section 76(1) or the consolidated financial statements required under section 76(3), but the chief executive officer of the trustee‑manager must provide an explanation, including the important factors for his or her inability to provide such a written statement, and the explanation must be annexed by the trustee‑manager to the financial statements of the registered business trust required under section 76(1) or the consolidated financial statements required under section 76(3).”; and

by deleting the definitions of “chief executive officer”, “control”, “controlling shareholder” and “controlling unitholder” in subsection (10) and substituting the following definitions:“ “control” —

in relation to a corporation — means the capacity to determine the outcome of decisions on the financial and operating policies of the corporation, having regard to the following considerations:

the practical influence that can be exerted (rather than the rights which can be enforced);

any practice or pattern of behaviour affecting the financial and operating policies of the corporation (even if it involves a breach of an agreement or a breach of trust),but excludes any capacity to influence decisions on the financial and operating policies of a corporation where such influence is required to be exercised for the benefit of other persons pursuant to an obligation imposed under any written law, rule of law, contract or order of court; and

in relation to a business trust — means the capacity to determine the outcome of decisions on the financial and operating policies of the business of the business trust, having regard to the following considerations:

the practical influence that can be exerted (rather than the rights which can be enforced);

any practice or pattern of behaviour affecting the financial or operating policies of the business trust (even if the practice or pattern of behaviour involves a breach of an agreement or a breach of trust),but excludes any capacity to influence decisions on such financial and operating policies where such influence is required to be exercised for the benefit of other persons pursuant to an obligation imposed under any written law, rule of law, contract or order of court;“controlling shareholder”, in relation to a corporation, means —

a person who has an interest in the voting shares of a corporation and who exercises control over the corporation; or

a person who has an interest in the voting shares of the corporation of an aggregate of not less than 30% of the total votes attached to all voting shares in the corporation, unless that person does not exercise control over the corporation;“controlling unitholder”, in relation to a registered business trust, means —

a person who has an interest or interests in units in the registered business trust and who exercises control over the registered business trust; or

a person who has an interest or interests in units representing not less than 30% of the total voting rights of all the unitholders of the registered business trust, unless that person does not exercise control over the registered business trust;”.