Consultation response: Amendments to the Election of Directors Regulations
Submission emphasizes regulatory adjustments necessary for navigating changing payment ecosystem.
Payments Canada has responded to the Government of Canada's consultation on proposed changes to the Canadian Payments Association Election of Directors Regulations (the Regulations). Proposed changes to the Regulations would amend the criteria for independent directors by reducing the cooling-off period in the criteria from three years to one year. The changes would also allow directors, senior officers or employees of eligible entities that are not members of Payments Canada to serve as independent directors, provided the eligible entities are not majority-owned or controlled by one or more members.
Payments Canada supports proposed amendments, which are consequential to recent changes in the Canadian Payments Act (CP Act) that expanded membership eligibility to include new categories like payment service providers and credit unions. The amendments are necessary steps to provide flexibility in recruiting independent directors with recent, relevant experience, while maintaining a robust independence framework.
The consultation closed on November 10, 2025.
Read Payment Canada’s full submission below.
Submission for the Canada Gazette 1 consultation on the Election of Directors Regulations
Payments Canada's support for amendments to the Canadian Payments Association Election of Directors Regulations.
Date: November 10, 2025
Payments Canada strongly supports the proposed amendments to the Canadian Payments Association Election of Directors Regulations (the Regulations). The proposed changes to the Regulations are consequential to changes to the Canadian Payments Act (the Act) that expanded membership eligibility to payment service providers (PSPs) under the Retail Payment Activities Act (RPAA), credit union locals and operators of designated clearing and settlement systems under the Payment Clearing and Settlement Act.
These amendments are essential to provide greater flexibility for Payments Canada to continue to recruit independent directors with recent and relevant experience at a time of rapid change in the payment ecosystem, while maintaining a robust framework for independence.
Proposed Amendment 1
The current Regulations automatically bar any director, senior officer or employee of an entity eligible for membership from serving as an independent director at Payments Canada, even if the entity eligible for membership is not a member of Payments Canada and does not intend to be a member. Given the significant number of entities within the new eligible member categories, the changes to the Act result in dramatically reducing the pool of eligible candidates with recent and relevant experience, including payment experience.
Payments Canada considers the proposed changes to paragraph 3(1)(c) to appropriately balance the need for robust independence criteria by restricting individuals from entities eligible for membership that are majority owned or controlled by one or more members from serving as an independent director, while removing the automatic bar for any entity eligible for membership.
Proposed Amendment 2
After several years of experience with the three-year cooling off period, the reduction to a one-year cooling off period is, in Payments Canada’s view, an appropriate period of time since holding a particular position or office. It ensures the exercise of independent judgment, while expanding the pool of available candidates to individuals who have recent and relevant industry expertise. In a rapidly evolving and highly technical industry, a three-year cooling off period means that candidates that meet the cooling off period have been removed from the payment ecosystem for at least three years, making them less aware of industry specific issues and trends.
Payments Canada strongly supports the proposed changes to the Regulations and is confident that the totality of the independence criteria set out in the Regulations continue to establish a robust set of criteria for independence. It will ensure that any candidate for independent director does not have a professional, business or personal relationship that could reasonably be expected to interfere with the exercise of that director's independent judgment.
