Compliance Agreements

On June 23, 2020, the Commissioner of Canada Elections and Norda Stelo Inc. signed an addendum modifying the compliance agreement they entered into on April 3, 2020. One of the installments to be made by Norda Stelo Inc. to the Receiver General of Canada as part of the terms and conditions of the compliance agreement has been postponed to a later date. The full text of the addendum is available at the following link: Addendum – Norda Stelo Inc.

Commissioner Of Canada Elections

Canada Elections Act

Compliance agreement

This notice is published by the Commissioner of Canada Elections, pursuant to section 521 of the Canada Elections Act, S.C. 2000, c. 9, as amended.

On April 3, 2020, the Commissioner of Canada Elections entered into a compliance agreement with Norda Stelo Inc., pursuant to section 517 of the Canada Elections Act. The text of the compliance agreement is set out in full below.

May 19, 2020

Compliance Agreement

Pursuant to section 517 of the Canada Elections Act (the Act), the Commissioner of Canada Elections (the Commissioner) has entered into this compliance agreement with Norda Stelo Inc. (the Contracting Party) to ensure compliance with this Act.

The provisions of the Act applicable at the time the events occurred were subsections 404(1), 405.2(1) and 405.2(2). Subsection 404(1) of the Act prohibited any person or entity other than an individual who is a Canadian citizen or permanent resident of Canada from making a contribution within the meaning of the Act. Subsection 405.2(1) of the Act prohibited any person or entity from circumventing or attempting to circumvent this prohibition or acting in collusion with another person or entity for this purpose. Lastly, subsection 405.2(2) of the Act prohibited any person or entity from concealing or attempting to conceal the identity of the source of a contribution, or acting in collusion with another person or entity for this purpose.

Sections 404 and 405.2 were re-enacted by S.C. 2014, c.12, and correspond to current sections 363 and 368 of the Act.

Statements by the Contracting Party

For the purposes of this compliance agreement, the Contracting Party states the following:

• Alex Brisson, President and Chief Executive Officer, Norda Stelo Inc., is authorized to sign this compliance agreement on behalf of the Contracting Party.
• Between June 19, 2004, and December 31, 2011 (the relevant period) the Contracting Party was known as Roche Ltd, Consulting Group (Roche). It operated under this name until December 15, 2015, after which date it changed the name to its current corporate name.
• During the relevant period, senior officials of Contracting Party had solicited employees or subcontractors of the Contracting Party and, in some cases, their family members, to make political contributions to federal political entities by offering the repayment of their contributions to the contributors. The amount of the contributions in question is $46,553.41.
• The Contracting Party acknowledges having repaid the contributions in question in the form of bonus payments, reimbursement of service expenses or cash. 
• According to the information obtained during the Commissioner’s investigation, the contributions in question are distributed as follows among the following federal political entities:
  • Associations of the Conservative Party of Canada: $19,945.14
  • Candidates of the Conservative Party of Canada: $5,448.48
  • Liberal Party of Canada: $1,977.04
  • Associations of the Liberal Party of Canada: $13,460.85
  • Candidates of the Liberal Party: $2,300 
  • Liberal Party of Canada Leadership Contestant: $2,921.90
  • Liberal Party of Canada Nomination Contestant: $500
• The Contracting Party acknowledges the importance of the public-interest objectives targeted by the political funding regime created under the Act which limits the right to make political contributions exclusively to individuals who are Canadian citizens or permanent residents of Canada, and prohibits any direct or indirect political contribution from an entity or group.
• The Contracting Party acknowledges that its actions compromised the transparency and integrity of the political financing regime created under the Act by enabling the Contracting Party, which was not an eligible contributor under the Act, to make indirect political contributions and to conceal the true origin of the contributions.
• The Contracting Party accepts responsibility for these actions.
• The Contracting Party understands that its acknowledgment of non-compliance through actions that amount to a violation of the Act does not constitute an admission of guilt under criminal law.
• The Contracting Party acknowledges that, in accordance with paragraph 517(3)(a) of the Act, the Commissioner has advised it of its right to be represented by counsel and has given it an opportunity to obtain counsel.
• Pursuant to paragraph 517(3)(b) and section 521 of the Act, the Contracting Party consents to the publication by the Commissioner, on the Commissioner’s website, of a notice containing the name of the Contracting Party, the act or omission in question and the text of this compliance agreement.
• The Contracting Party understands that, in accordance with section 508.1 of the Act, if it fails to comply with a provision of this compliance agreement, it is committing a violation and may be subject to an administrative monetary penalty.

Factors considered by the Commissioner

Taking into account the factors set out in section 32 of the Compliance and Enforcement Policy of the Commissioner of Canada Elections, the Commissioner is of the opinion that entering into a transaction is, in the circumstances, the most appropriate way to conclude this matter in the public interest as it relates to the Contracting Party and to ensure enforcement of and compliance with the Act. In particular, the Commissioner considered the following factors:

• The Contracting Party cooperated fully and in an exemplary manner with the investigation by voluntarily providing the information that facilitated the tracking and recovery of the contributions in question, that is, information that helped identify those contributions, the contributors, as well as the federal political entities that benefited from them.
• The identification of contributions made indirectly by the Contacting Party allowed for measures to be taken to withdraw this money from the federal political funding system, and a substantial amount of this money had, at the signing of this compliance agreement by the Commissioner, effectively been remitted to the Receiver General by the political entities that had accepted the contributions.
• The requirement, as a condition of the compliance agreement, to pay a sum of money to the Receiver General resulted in a quicker and more efficient resolution of the file.
• The senior officers of the Contracting Party who were the instigators and principal actors in setting up the schemes in question have not been employed by the Contracting Party since 2013.
• After the occurrence of the activities in question, and for at least six years, the Contracting Party proactively undertook an internal restructuring and a change of organizational culture in order to promote and shore up good governance and compliance with laws and ethical standards within the company.
• To ensure that it obtained accreditation from the provincial body responsible for accrediting companies authorized to bid on public contracts in Quebec, the Contracting Party retained the services of a recognized audit firm, which conducted an internal audit of the Contracting Party’s business and management practices and made recommendations which, when implemented by the Contracting Party, enabled it to obtain and maintain accreditation from the provincial body in question until the compliance agreement was signed.
• In order to eliminate and prevent the occurrence of illegal political financing practices within the company, the Contracting Party adopted its Code of Ethics and Conduct in 2013, and has put in place other compliance measures and structures aimed at preventing, detecting and counteracting future occurrences of the activities alleged in this compliance agreement (for example, the creation of an Ethics Commissioner position within the Contracting Party, an ethics and governance committee and an audit committee whose mandate includes the design, implementation and enforcement of measures necessary to promote good governance and ethics within the Contracting Party).  
• The Contracting Party’s Code of Ethics and Conduct contains clauses that provide, among other things, the following:
• protection against reprisals and the guarantee of confidentiality and anonymity for whistleblowers (employees, officers, directors or subcontractors of the Contracting Party, or any other person, who would report illegal acts committed by the Contracting Party); and
• the obligation for the Contracting Party’s employees, officers, directors and subcontractors to sign a written undertaking at the beginning of their employment or mandate and annually thereafter, in which they acknowledge having read and familiarized themselves with the Code of Cthics and Conduct and the Contracting Party’s other compliance and ethics policies, and undertake to comply with them and to report any illegal acts committed by the Contracting Party that they witness.
• As part of the accreditation process with the aforementioned provincial body, the Contracting Party is required, beginning in 2013 and continuing until 2020, to submit annually, at its own expense, to the provincial body in question a report from a recognized external auditor confirming the continued existence, adequacy and effectiveness of the governance and ethical measures adopted by the Contracting Party.  
• As required by the Commissioner, the Contracting Party amended its Code of Ethics and Conduct to include clear and explicit prohibitions against the Contracting Party  making political contributions of any kind whatsoever at the federal level, directly or indirectly, in particular by reimbursing its employees, officers, directors or subcontractors or their family members for political contributions, or by compensating these persons in any way whatsoever for such contributions.
• The Contracting Party waived the reimbursement of any amount from the contributions in question. Indeed, the Act provides that contributions received from an ineligible contributor be remitted to the contributor if they have not been used by the recipient. If the contributions have been used by the recipient, they are to be remitted to the Receiver General of Canada. The Contracting Party’s acceptance of the unused contributions in question being remitted to the Receiver General means that it draws no financial benefit from this compliance agreement.

Undertakings and agreement

The Contracting Party undertakes to post on its premises, for a period of 30 days following the signing of this compliance agreement, such that it is visible to all employees who work there, a memorandum approved by the Commissioner announcing the conclusion and contents of this compliance agreement, as well as the Contracting Party’s undertaking to comply with the relevant provisions of the Act and provide a report in this regard to the Commissioner, at the latest within 30 days after the posting of the memorandum.

The Contracting Party undertakes to publish, within 30 days of signing the compliance agreement, a notice entitled “Norda Stelo Inc. signs a compliance agreement with the Commissioner of Canada Elections concerning political contributions made at the federal level between 2004 and 2011 and undertakes to continue to comply with the Canada Elections Act” (notice of compliance agreement), bearing the Contracting Party’s logo and reproducing the exact terms preauthorized by the Commissioner in a wide-circulation, French‑language newspaper in Quebec (for the notice in French) and a wide-circulation, English‑language newspaper in Quebec (for the notice in English), to be published on a Saturday in a format acceptable to the Commissioner.

The Contracting Party undertakes to post, at the top of its website home page, in English and in French, for a period of 30 days following the publication of the compliance agreement on the Commissioner’s website, a clear and legible hyperlink entitled “Norda Stelo Inc. signs a compliance agreement with the Commissioner of Canada Elections for illegal federal political contributions made between 2004 and 2011” which leads to the full text of the notice of the compliance agreement described above.

The Contracting Party undertakes to give written notice to its executives, as well as all members of its board of directors, of the signing and scope of this compliance agreement by providing them with a copy of the notice appended to this compliance agreement, electronically or otherwise, within 10 days following the signing of this compliance agreement.

The Contracting Party undertakes to provide written evidence to the Commissioner, within five days following the notice given, pursuant to the preceding paragraph, to its directors and current board members, that they were given this notice.

With regard to executives or board members hired or appointed by the Contracting Party in the six months following the signing of the compliance agreement, the Contracting Party undertakes to notify them in writing, electronically or otherwise, of the signing of the compliance agreement and to provide them with a copy of the notice of the compliance agreement described above at the time of hiring or appointment. Within the same timeframe, the Contracting Party shall provide the Commissioner with written confirmation of its compliance with the requirements set out in this paragraph.

In accordance with subsection 517(2) of the Act, the Contracting Party undertakes to pay to the Receiver General for Canada an amount of $139,660.23, representing three times the amount of the contributions in question.

Taking into consideration that financial situation of the Contracting Party and the level of cooperation it has shown in this matter, the Commissioner has consented to the Contracting Party’s repayment of the amount outlined in the preceding paragraph in four installments. These installments are to be made by certified cheque or bank draft payable to the Receiver General of Canada and remitted to the Commissioner in accordance with the dates and amounts outlined below:

• February 28, 2020: $34,660.23
• August 31, 2020: $35,000.00
• February 28, 2021: $35,000.00
• August 31, 2021: $35,000.00

The Commissioner agrees that the fulfillment by the Contracting Party of the conditions described in this compliance agreement will constitute compliance with the agreement.

In accordance with subsection 517(5), the Commissioner and the Contracting Party acknowledge that the compliance agreement and statements it contains are not admissible as evidence against the Contracting Party in any civil or criminal proceedings.

The Commissioner agrees that the Contracting Party will have complied with this compliance agreement when it has satisfied the requirements contained therein.

In accordance with subsection 517(8) of the Act, the Commissioner and the Contracting Party acknowledge that when a compliance agreement is entered into, neither the Commissioner nor anyone else can institute criminal proceedings against the Contracting Party for the facts that are the subject of the compliance agreement, unless the Contracting Party is found to be in non-compliance with the compliance agreement.