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 30, 2016, the Commissioner of Canada Elections entered into a Compliance Agreement with SNC-Lavalin Group Inc., pursuant to section 517 of the Canada Elections Act. The text of the Compliance Agreement is set out in full below.

August 30, 2016

Yves Côté, QC

Commissioner of Canada Elections

Compliance Agreement

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

The provisions of the Act applicable at the relevant 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.

These provisions were re-enacted by S.C. 2014, c. 12, and correspond, respectively, to sections 363 and 368 of the current Act.

Statements by the Contracting Party

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

• Mr. Neil Bruce, President and CEO, SNC-Lavalin Group Inc., is authorized to sign this compliance agreement on behalf of the Contracting Party.
• Between March 9, 2004, and May 1, 2011 (the relevant period), certain former senior executives of the Contracting Party, who are no longer employees, solicited some of the employees of the Contracting Party, including certain members of the Office of the President, to make political contributions at the federal level. In some cases, these contributions were reimbursed by the Contracting Party in the form of false refunds for personal expenses or payment of fictitious bonuses or other benefits which, according to information obtained in the context of the Commissioner's investigation, were for a total value of $117, 803.49.
• During the relevant period, and as they had previously offered to do, the Contracting Party reimbursed federal political contributions made by its employees and, in some cases, by the spouses of its employees.
• All federal political contributions collected and reimbursed by the Contracting Party were done with the approval of certain senior executives who were employed by the Contracting Party at the time of the proscribed activities, who are no longer employed by the Contracting Party.
• All members of the Contracting Party's Office of the President and CEO who were involved in the proscribed activities are no longer employed by the Contracting Party, and the new members of the Contracting Party's Leadership Team were in no way involved in the proscribed activities.
• According to information obtained in the context of the Commissioner's investigation, the amount of $117,803.49 in political contributions made at the federal level and reimbursed by the Contracting Party during the relevant period is divided as follows among the following federal political entities:
  • Liberal Party of Canada: $83,534.51;
  • Various registered riding associations of the Liberal Party of Canada: $13,552.13;
  • Contestants in the Liberal Party of Canada's 2006 leadership race: $12,529.12;
  • Conservative Party of Canada: $3,137.73; and
  • Various registered riding associations and candidates of the Conservative Party of Canada: $5,050.00.
• 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, and prohibits any direct or indirect political contribution from an entity or group.
• It acknowledges that, in offering to reimburse its employees for federal political contributions, and in reimbursing such contributions, it was in fact making those contributions itself.
• It 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 acknowledges and 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, in the Canada Gazette as well as on the Commissioner's Web site, of a notice that sets out the Contracting Party's name, the act or omission in question, and the text of the compliance agreement.
• In order to eliminate and prevent unlawful political financing practices, the Contracting Party has taken a series of measures and has implemented compliance mechanisms to help detect, curb and prevent a reoccurrence of the proscribed activities in this compliance agreement ("compliance measures and mechanisms"). Specifically, the Contracting Party has:
  • put in place compliance and governance policies to detect, curb and prevent ethically problematic practices;
  • created and filled the position of Head of Compliance and Ethics, which is responsible for compliance, ethics and good governance within the Contracting Party, and reinforced the role and functions related to that position;
  • updated its Code of Ethics and Business Conduct, which contains a clause that deals specifically with political contributions. This clause ensures that the Contracting Party will not reimburse any political contribution, either directly or indirectly, made to any Canadian federal political entity. It also contains a prohibition on making political contributions on behalf of the Contracting Party. Lastly, the Code prohibits the use of time, funds, assets, resources, or list of employees of the Contracting Party for political activities, and the soliciting of personnel of the Contracting Party for political contributions during working hours;
  • implemented a policy on political contributions that provides that the Contracting Party may not reimburse or compensate directly or indirectly, in any manner, political contributions made by its employees;
  • implemented an internal control and monitoring process in order to detect non-compliant practices; and
  • prior to the Commissioner's investigation, put in place an internal administrative amnesty system for a period of approximately three months (which allowed the Contracting Party to identify some of the contraventions in question), as well as an ethics and compliance help line for employees and other individuals to report, confidentially and without fear of reprisal, any cases of non-compliance they may have witnessed.

Factors considered by the Commissioner

In entering into this compliance agreement, the Commissioner took into account the factors described in section 32 of the Compliance and Enforcement Policy of the Commissioner of Canada Elections, which is available for consultation on the Commissioner's website at www.cef.cce.ca. In particular, the Commissioner took the following factors into account:

• The Contracting Party's adoption and implementation of the compliance measures and mechanisms described above, for the purpose of, among other things, preventing a reoccurrence of the activities in question.
• All of the members of the Contracting Party's Office of the President and CEO who were involved in the proscribed activities are no longer employed by the Contracting Party, and the new members of the Contracting Party's Leadership Team were in no way involved in the proscribed activities.
• The Contracting Party has collaborated and continues to collaborate, fully and in good faith, in the Commissioner's investigation, in particular by voluntarily providing the Commissioner's investigators with all information relevant to their investigation, specifically information that helped track and recover the contributions in question, that is to say, information that helped them identify contributions, contributors, and the federal political entities that benefitted from them.
• The Contracting Party's collaboration with the Commissioner's investigation was and remains critical to understanding the proscribed activities and the responsibility of the individuals involved.
• The Contracting Party waived the reimbursement of federal political contributions resulting from the proscribed 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.

Undertakings and agreement

The Contracting Party undertakes to continue to collaborate fully and in good faith in the Commissioner's investigation and to provide in a timely manner and on its own initiative, or upon request by the Commissioner's investigators, any relevant documents or information that would help identify any contributions at the federal level that may have been made by the Contracting Party, in order for the ineligible contributions to be removed from the political financing system, in accordance with the purpose of subsection 363(2) of the current Act.

The Contracting Party undertakes to comply with the relevant provisions of the Act in the future and, more specifically, to 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, in any manner, federal political contributions.

The Contracting Party undertakes to maintain the compliance measures and mechanisms described above or to adopt others, at least as rigorous, to ensure the achievement of the same purposes.

The Contracting Party undertakes to provide the Commissioner, by August 31 of the two years that follow the signing of this compliance agreement (2017 and 2018), a written report establishing that the Contracting Party has implemented the compliance measures and mechanisms referred to in the paragraph above.

The Contracting Party undertakes to publish, within 30 days of signing the compliance agreement, a notice entitled "SNC-Lavalin signs a compliance agreement with the Commissioner of Canada Elections regarding political contributions made between 2004 and 2011 and undertakes to continue to comply with the Canada Elections Act following its internal policy adopted in 2012" (notice of the compliance agreement), using the Contracting Party's logo, reproducing the exact terms preauthorized by the Commissioner, in a wide-circulation, national French-language newspaper (for the notice in French) and a wide-circulation, national English-language newspaper (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 Web site, in English and in French, within 30 days following the posting of the compliance agreement on the Commissioner's Web site, a clear and visible link entitled "SNC-Lavalin signs a compliance agreement with the Commissioner of Canada Elections regarding certain political contributions made between 2004 and 2011 and undertakes to continue to comply with Canada Elections Act following its internal policy adopted in 2012" that 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 of the compliance agreement described above, electronically or otherwise, within 40 days following the signing of this compliance agreement.

The Contracting Party undertakes to provide written confirmation to the Commissioner that it has transmitted the notice referred to in the preceding paragraph to its directors and current board members within 30 days of them having been provided the 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(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, the Commissioner may not refer the matter to the Director of Public Prosecutions for prosecution of the Contracting Party unless there is non-compliance on the part of the Contracting Party with the compliance agreement and, in any event, the Director of Public Prosecutions may not institute such a prosecution against the Contracting Party unless it has been shown that the Compliance agreement has not been fulfilled. However, this compliance agreement has no effect on the Commissioner's ability to refer the matter to the Director of Public Prosecutions or the latter's ability to institute a prosecution in respect of any individual who may have been involved in the proscribed activities.