Compliance Agreements

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.

On August 27, 2019, the Commissioner of Canada Elections entered into a compliance agreement with Axor Experts-Conseils Inc., pursuant to section 517 of the Canada Elections Act. The text of the compliance agreement is set out in full below.

August 29, 2019

Compliance Agreement

Pursuant to section 517 of the Canada Elections Act (the Act), the Commissioner of Canada Elections (the Commissioner) and Axor Experts-Conseils Inc. (the Contracting Party) enter into this agreement aimed at ensuring compliance with the Act.

The relevant provisions of the Act applicable at the time 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 citizen or permanent resident 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 readopted with the enactment of S.C. 2014, c. 12, and correspond now to current sections 363 and 368 of the Act.

Statements by the Contracting Party

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

• Luc Lachapelle, Chairman of the Board of directors and Governance committee, Axor Experts-Conseils Inc., is authorized to sign this compliance agreement on behalf of the Contracting Party.
• Between June 19, 2004 and December 31, 2009 (the relevant period), employees of the Contracting Party, and, in some cases, members of their family, were asked to make political contributions to federal political entities, which were subsequently reimbursed by the Contracting Party. The amount of the contributions in question was $49,721.05.
• These contributions were reimbursed by the Contracting Party in the form of reimbursements for personal expenses, or payments of bonuses or other benefits. Indeed, during the relevant period, the Contracting Party reimbursed federal political contributions made by employees of the Contracting Party and, in some cases, by the spouses of employees of the Contracting Party.
• According to the information obtained in the Commissioner’s investigation, during the relevant period the Contracting Party reimbursed $49,721.05 in federal political contributions, divided as follows among the following federal political entities:
• Liberal Party of Canada riding associations: $3,809.15;
• Liberal Party of Canada leadership candidates: $15,321.90;
• Liberal Party of Canada candidates: $3,000.00;
• Conservative Party of Canada: $5,100.00;
• Conservative Party of Canada candidates: $9,000.00;
• Conservative Party of Canada riding associations: $13,490.00.

• The Contracting Party acknowledges the importance of the public-interest objectives targeted by the political financing 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 a legal entity or group.
• The Contracting Party acknowledges that in offering to reimburse such contributions and in reimbursing such contributions, it was in fact making those contributions itself.
• The Contracting Party acknowledges that the proscribed activities compromised the transparency and integrity of the political financing regime created under the Act, by enabling the Contracting Party, which is not an eligible contributor under the Act, to indirectly make political contributions and conceal the true origin of the contributions in question.
• The Contracting Party accepts responsibility for these acts.
• The Contracting Party understands that its acknowledgement 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.
• The Contracting Party consents to the Commissioner’s publication, on the Commissioner’s website, of a notice that sets out the Contracting Party’s name, the act or omission in question, and the text of the compliance agreement.

Factors considered by the Commissioner

Taking into account the factors outlined in section 32 of the Compliance and Enforcement Policy of the Commissioner of Canada Elections, the Commissioner is of the opinion that, in order to ensure compliance with, and enforcement of the Act, the public interest would best be served by concluding this matter by way of a compliance agreement. In particular, the Commissioner took the following factors into account:

• Recent amendments to the Act have made it possible to include stricter terms and conditions in this compliance agreement than was possible in the past, including requiring payment of an amount of money, thereby ensuring more timely and effective compliance with, and enforcement of, the Act.
• The nature of undertakings made by the Contracting Party in this compliance agreement.
• In order to eliminate and prevent its involvement in unlawful political financing practices, the Contracting Party has adopted and implemented a series of compliance measures and mechanisms to help detect, curb and prevent a reoccurrence of the proscribed activities in this compliance agreement. Specifically, the Contracting Party has, as required by the Commissioner, amended its Politique sur les dons et les commandites (March 20, 2015) as well as its Code d’Éthique (December 12, 2013) by adding:
• Clear and explicit language prohibiting the Contracting Party from making federal political contributions, directly or indirectly, most notably by reimbursing its employees, executives or sub-contractors or their family members for political contributions, or by compensating these individuals in any manner whatsoever, for such contributions;
• Broader protection against reprisals (including a guarantee of confidentiality and anonymity) for whistleblowers that covers not only employees and executives of the Contracting Party, but also any other person, including sub-contractors, who report illegal acts committed by the Contracting Party;
• A clause requiring employees and executives of the Contracting Party to acknowledge, in writing, upon commencement of their employment and annually thereafter, that they have read and are aware of the Contracting Party’s compliance and ethics policies and shall undertake to respect them and report any illegal acts committed by the Contracting Party that they may have witnessed.
• The Contracting Party has collaborated with the Commissioner’s investigation by voluntarily providing information that helped track and recover the contributions in question, that is to say, information that helped identify contributions, contributors and federal political entities that benefitted from them.
• The Contracting Party waived the reimbursement of any and all federal political contributions resulting from the alleged activities. 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 being remitted to the Receiver General means that it draws no financial benefit from this compliance agreement
• The identification of contributions made indirectly by the Contracting Party allowed for measures to be taken to attempt to remove this money from the federal political financing 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.

Undertaking and agreement

The Contracting Party undertakes to mandate, at its own expense, within three months of signing this compliance agreement, a professional audit firm recognized and approved by the Commissioner, whose mission is to assess the effective and efficient enforcement of ethics and compliance measures implemented by the Contracting Party in order to prevent a reoccurrence of the alleged acts by the Contracting Party.

The Contracting Party undertakes to provide the Commissioner, by August 31 at the latest, for a period of two years following the signing of the compliance agreement (2020, 2021), with a written report verified by the aforementioned professional audit firm, confirming that the Contracting Party has maintained the compliance measures and mechanisms referred to in the paragraph above and that it was subject to the control and the audit of the aforementioned firm, at its own expense.

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, by September 30, 2019, at the latest.

The Contracting Party undertakes to publish, within 30 days of signing the compliance agreement, a notice entitled “Axor Experts-Conseils Inc. signs a compliance agreement with the Commissioner of Canada Elections concerning federal political contributions made between 2004 and 2009 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, on the home page of its website, 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 visible link entitled “Axor Experts-Conseils Inc. signs a compliance agreement with the Commissioner of Canada Elections concerning federal political contributions made between 2004 and 2009 and undertakes to continue to comply with the Canada Elections Act” 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 40 days following the signing of this compliance agreement.

The Contracting Party undertakes to provide written evidence to the Commissioner, within 30 days following the notice given to its directors and current board members, pursuant to the preceding paragraph, 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.

The Contracting Party undertakes to pay the amount of $149,163.15, which represents the amount of the contributions, as well as an amount corresponding to double the amount of the federal contributions made and that it reimbursed during the relevant period.

The Contracting Party undertakes to pay a lump sum of $50,000, representing a portion of the investigation costs incurred by the Commissioner for this investigation.

In view of the particular financial situation of the Contracting Party and the cooperation it has shown, the Commissioner accepts payment of the sums referred to in the two preceding paragraphs in two instalments. The Contracting Party undertakes to pay to the Receiver General, without delay upon signature of this compliance agreement by the Contracting Party, by means of a certified cheque made payable to the Receiver General of Canada and delivered to the Commissioner, an amount of $100,000.00, and to pay an amount of $99,163.15 on or prior to January 20, 2020.

The Contracting Party will take all necessary measures to ensure that its assets and financial or other resources are not used directly or indirectly, by its employees, directors or agents to make political contributions in violation of the Act or to directly or indirectly reimburse federal political contributions, in any manner whatsoever.

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 agreement.