Payments Canada board independence changes

Summary#

This is a proposed change to the Canadian Payments Association Election of Directors Regulations published October 11, 2025. If adopted, it would widen who can be considered an “independent” director on Payments Canada’s board and shorten the wait time before some former industry people can qualify as independent directors. Interested people can comment within 30 days of publication.

What it does#

• Allows directors, senior officers, or employees of entities that are eligible to become members of Payments Canada, but who are not members, to serve as independent directors — unless those eligible entities are majority-owned or controlled by one or more members.
• Shortens the cooling-off period that disqualifies a person from independence from 3-year to 1-year after certain roles or relationships end.
• Tightens the timing on disqualifying business or contractual relationships so some relationships are judged by whether they occurred within the last year.
• Keeps an earnings threshold for potential conflicts: receiving more than $75,000 in a calendar year from Payments Canada, a member, or an affiliate may still bar independence if it could reasonably affect judgment.
• Requires the board to report annually that the nominating committee has confirmed directors’ independence.
• The changes would come into force when several related provisions are in force and when the regulations are registered (the text cites the Fall Economic Statement Implementation Act, 2023, and section 25 of the Retail Payment Activities Act as triggers).

Who's affected#

• Individuals who might be asked to serve as independent directors, especially:
  • directors, senior officers and employees of payment service providers covered by the Retail Payment Activities Act;
  • people from credit union locals that belong to a credit union central; and
  • operators of clearing and settlement systems overseen by the Bank of Canada.
• Payments Canada itself, because a larger candidate pool may change how its board is filled.
• Current Payments Canada members and their affiliates, because the rules still prevent independence where a company is majority-owned or controlled by members.
• It is not clear from the proposal exactly which specific companies will seek non-member status and therefore be newly eligible in practice.

Why it matters#

• Expands the pool of people with recent payments experience who can be considered independent directors. That makes it easier for Payments Canada to recruit experts as the payment landscape changes.
• Shortening the cooling-off time from 3-year to 1-year means people who recently worked in the industry can serve sooner, bringing more up-to-date knowledge to the board.
• There is a possible trade-off: some may worry the change weakens independence. The proposal keeps safeguards (majority-ownership exclusion, rules on business ties and compensation, a majority-independent nominating committee, and annual reporting) intended to reduce that risk.
• This is a proposed regulation, not final law; stakeholders had 30 days from publication (October 11, 2025) to comment.