Commissioner Of Canada Elections
Canada Elections Act
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 October 15, 2015, the Commissioner of Canada Elections entered into a compliance agreement with Dessau Inc., pursuant to section 517 of the Canada Elections Act. The text of the compliance agreement is set out in full below.
October 15, 2015
Yves Côté, QC
Commissioner of Canada Elections
- Under the provisions of section 517 of the Canada Elections Act (the Act), the Commissioner of Canada Elections (hereinafter, "the Commissioner") and Dessau Inc. (hereinafter, "the Contracting Party"), headquartered in Laval, Province of Quebec, hereby enter into this compliance agreement.
- Note that the numbering of the sections of the Act found in its Part 18 was amended by S.C. 2014, c.12. The new numbering came into effect on December 19, 2014. Sections 404 and 405.2 applicable at the time of the facts now correspond to current sections 363 and 368 of the Act.
- 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.
Statements by the Contracting Party
- For the purpose of this compliance agreement only, the Contracting Party states the following:
- It acknowledges the fact that, between January 30, 2005, and May 30, 2008, an individual, now deceased, who had been its employee in the past but who was, during the period at issue, Vice-President in charge of Finance and Operations of a subsidiary of the Contracting Party, had, in the course of performing his duties as Vice-President of the Contracting Party's subsidiary, solicited from employees and/or directors of the Contracting Party political contributions to federal political entities which were reimbursed to the donors by the Contracting Party in the form of fictitious expense claims.
- It acknowledges the severity of the facts.
- Although the individual described at paragraph 4(a) did not hold an executive position with the Contracting Party, he committed the alleged acts under the direction and/or instructions of a director of the Contracting Party.
- All members of the Contracting Party's executive who were involved in the alleged activities and who were employed at the time of the alleged facts are no longer employed and have been replaced by a new executive whose members were not involved in the activities at issue.
- It acknowledges that the investigation identified approximately $40,752 in ineligible contributions made to federal political entities during the period in question and that these have subsequently been reimbursed by the Contracting Party in the form of expense claims. This sum is divided as follows among the recipient entities:
- Liberal Party of Canada: $11,237
- Various registered electoral district associations of the Liberal Party of Canada: $13,665
- Conservative Party of Canada: $13,000
- Various registered electoral district associations of the Conservative Party of Canada: $2,850.
- It acknowledges the importance of the public-interest objectives targeted by the political funding regime created by the Act, which reserves the right to make political contributions exclusively for an individual and prohibits any direct or indirect political contribution from a legal entity or group.
- It acknowledges that, during the period at issue, the prevalence of the activities at issue within its enterprise was the result of a lack of effective control and oversight measures of its former executive and its failure to implement appropriate measures to encourage good governance practices within its enterprise.
- It acknowledges that, under 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.
- It consents to the Commissioner's publication of a notice that sets out the Contracting Party's name, the act or omission in question, and the text of the compliance agreement, as set out in section 521 of the Act.
- In order to eliminate and prevent unlawful political funding practices, the Contracting Party has taken a series of measures and has implemented structures to help detect, curb and prevent a reoccurrence of the alleged activities. Specifically, the Contracting Party has:
- Revised its code of ethics by inserting a clause on political activities. The clause stipulates that the Contracting Party must comply with electoral legislation on political contributions and that its employees are free to make personal political contributions without using the Contracting Party's assets.
- Implemented an independent system for the disclosure of doubtful practices and complaint management.
- Created the positions of independent ethics commissioner and independent directors that are responsible for assessing the complaint management system, offering advice and cautions, and reporting to the Contracting Party's board of directors.
- Implemented periodic control measures for the enterprise's general ledger accounts, the nature of which make it important to avoid a reoccurrence of the practices targeted by the compliance agreement.
Undertakings and corrective measures
- The Contracting Party undertakes to:
- Comply with the relevant provisions of the Act, and more specifically, ensure that its assets and financial or other resources are not used directly or indirectly to make political contributions or to directly or indirectly reimburse, in any manner, political contributions made by its employees or directors.
- Keep in place the measures described in paragraph 4(j) above or implement others for substantially the same purposes.
- Publish, within 30 days of signing the compliance agreement, a notice entitled "Dessau signs compliance agreement with the Commissioner of Canada Elections and undertakes to comply with the Canada Elections Act," using the Contracting Party's logo, reproducing the terms of the notice contained in the appendix to this compliance agreement exactly 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.
- On its website home page, post a clear and legible link in English and in French, within 30 days following the signing of the compliance agreement, entitled "Dessau signs compliance agreement with the Commissioner of Canada Elections and undertakes to comply with the Canada Elections Act," which leads to the full text of the notice described at paragraph 5(c).
- Give written notice to all of its employees, executives, and 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 the compliance agreement.
- Provide written evidence to the Commissioner, within 30 days following the notice given pursuant to the preceding paragraph by the Contracting Party to the employees, directors and current board members, that they were given this notice.
- With regard to the employees, executives or board members hired or appointed by the Contracting Party in the six months following the signing of the compliance agreement, notify them in writing, electronically or otherwise, of the signing of the compliance agreement and provide them with a copy of the notice appended to this compliance agreement at the time of hiring or appointment.
Factors considered by the Commissioner
- In entering into this compliance agreement, the Commissioner took the following into account:
- The Contracting Party's adoption and implementation of a series of measures described at paragraph 4(j) above to prevent a reoccurrence of the activities at issue, among others.
- The Contracting Party, which had first been denied registration in Quebec's Autorité des marchés financiers register of business enterprises authorized (REA) to enter into public contracts and subcontracts on June 20, 2013, and consequently on the same day, was registered in Quebec's Registre des entreprises non admissibles aux contrats publics (RENA) maintained by Quebec's Secrétariat du Conseil du Trésor, was subsequently registered in the REA and removed from the RENA on November 28, 2013, following the Contracting Party's adoption and implementation of the governance measures described at paragraph 4(j).
- All of the members of the former executive who were involved in the alleged activities are no longer employed by the Contracting Party. Some of them have resigned, while others were dismissed, and the new members of the Contracting Party's executive were not in any way involved in the alleged activities.
- The Contracting Party has collaborated fully and in good faith in the Commissioner's investigation. In particular, it has facilitated the reimbursement of the contributions at issue by providing the Commissioner's investigators with the information that helped identify the donors and their contributions, and the entities that benefitted from them.
- The Contracting Party has agreed that, where applicable, the contributions resulting from the alleged activities are to be remitted to the Receiver General of Canada even though they were not used by the recipients. Normally, under the Act, contributions made in contravention of the Act that have remained unused by the recipients at the moment they learned of the contribution's ineligibility must be returned to the donors. However, if the contributions have been used, they must be remitted to the Chief Electoral Officer who will then remit them to the Receiver General. The Contracting Party's waiver, to the benefit of the Receiver General, of reimbursement of the contributions at issue where it would be entitled to it otherwise, in other words, when the contributions have not been used by the recipients, has enabled the money to be withdrawn from the federal political funding system while preventing the Contracting Party from gaining a benefit.
- All of the contributions at issue have been reimbursed or remitted to the Receiver General.
- For greater certainty, an admission made herein by the Contracting Party does not constitute a guilty plea within the meaning of criminal law.
- Under subsection 517(5), the compliance agreement and statements it contains are not admissible in evidence against the Contracting Party in any civil or criminal proceedings.
Made and signed by Marc Verreault, in Montréal, on August 12, 2015
Marc Verreault, President and CEO, Dessau Inc., duly authorized signing officer.
Signature of witness
Name of witness and address
Made and signed by the Commissioner of Canada Elections, in Gatineau, on October 15, 2015
Yves Côté, QC
Commissioner of Canada Elections