Insurance Companies Act (S.C. 1991, c. 47)

Act current to 2016-08-15 and last amended on 2016-06-22. Previous Versions

Marginal note:Mandatory solicitation
  •  (1) Subject to subsection 768(2) and subsection (2), the management of an insurance holding company shall, at the same time as they send notice of a meeting of shareholders, send a form of proxy in prescribed form to each shareholder entitled to receive notice of the meeting under section 767.

  • Marginal note:Exception

    (2) The management of an insurance holding company is not required to send a form of proxy under subsection (1) if the insurance holding company

    • (a) is not a distributing insurance holding company; and

    • (b) has 50 or fewer shareholders who are entitled to vote at a meeting, two or more joint holders of a share being counted as one shareholder.

  • 2001, c. 9, s. 465;
  • 2005, c. 54, s. 323.
Marginal note:Soliciting proxies
  •  (1) A person shall not solicit proxies unless

    • (a) in the case of solicitation by or on behalf of the management of an insurance holding company, a management proxy circular in prescribed form, either as an appendix to or as a separate document accompanying the notice of the meeting, is sent to the auditor of the insurance holding company and to each shareholder whose proxy is solicited; and

    • (b) in the case of any other solicitation, a dissident’s proxy circular in prescribed form stating the purposes of the solicitation is sent to the auditor of the insurance holding company, to each shareholder whose proxy is solicited and to the insurance holding company.

  • Marginal note:Copy to Superintendent

    (2) A person who sends a management proxy circular or dissident’s proxy circular shall at the same time file with the Superintendent

    • (a) in the case of a management proxy circular, a copy of it together with a copy of the notice of meeting, form of proxy and any other documents for use in connection with the meeting; and

    • (b) in the case of a dissident’s proxy circular, a copy of it together with a copy of the form of proxy and any other documents for use in connection with the meeting.

  • Marginal note:Exemption by Superintendent

    (3) On the application of an interested person, the Superintendent may, on any terms that the Superintendent thinks fit, exempt the person from any of the requirements of subsection (1) and section 788, and the exemption may be given retroactive effect.

  • Marginal note:Reporting exemptions

    (4) The Superintendent shall set out in a periodical available to the public the particulars of each exemption granted under subsection (3) together with the reasons for the exemption.

  • 2001, c. 9, s. 465.
Marginal note:Attendance at meeting
  •  (1) A person who solicits a proxy and is appointed proxyholder shall attend in person or cause an alternate proxyholder to attend every meeting in respect of which the proxy is valid, and the proxyholder or alternate proxyholder shall comply with the directions of the shareholder who executed the form of proxy.

  • Marginal note:Rights of proxyholder

    (2) A proxyholder or an alternate proxyholder has the same rights as the appointing shareholder to speak at a meeting of shareholders in respect of any matter, to vote by way of ballot at the meeting and, except where a proxyholder or an alternate proxyholder has conflicting instructions from more than one shareholder, to vote at the meeting in respect of any matter by way of a show of hands.

  • Marginal note:Vote by show of hands

    (3) Despite subsections (1) and (2) and unless a shareholder or proxyholder demands a ballot, if the chairperson of a meeting of shareholders declares to the meeting that, if a ballot were conducted, the total number of votes attached to shares represented at the meeting by proxy required to be voted against what, to the knowledge of the chairperson, would be the decision of the meeting on a matter or group of matters is less than 5% of all the votes that might be cast by shareholders in person or by proxy,

    • (a) the chairperson may conduct the vote in respect of that matter or group of matters by way of a show of hands; and

    • (b) a proxyholder or alternate proxyholder may vote in respect of that matter or group of matters by way of a show of hands.

  • 2001, c. 9, s. 465;
  • 2005, c. 54, s. 325.
Marginal note:Duty of intermediary
  •  (1) Shares of an insurance holding company that are registered in the name of an intermediary or an intermediary’s nominee and not beneficially owned by the intermediary may not be voted unless the intermediary sends to the beneficial owner

    • (a) a copy of the notice of the meeting, annual statement, management proxy circular and dissident’s proxy circular and any other documents, other than the form of proxy, that were sent to shareholders by or on behalf of any person for use in connection with the meeting; and

    • (b) a written request for voting instructions except if the intermediary has already received written voting instructions from the beneficial owner.

  • Marginal note:When documents to be sent

    (2) The intermediary shall send the documents referred to in subsection (1) without delay after they receive the documents referred to in paragraph (1)(a).

  • Marginal note:Restriction on voting

    (3) An intermediary or a proxyholder appointed by them may not vote shares that the intermediary does not beneficially own and that are registered in the name of the intermediary or their nominee unless the intermediary or proxyholder, as the case may be, receives written voting instructions from the beneficial owner.

  • Marginal note:Copies

    (4) A person by or on behalf of whom a solicitation is made shall on request and without delay provide the intermediary, at the person’s expense, with the necessary number of copies of the documents referred to in paragraph (1)(a).

  • Marginal note:Instructions to intermediary

    (5) The intermediary shall vote or appoint a proxyholder to vote any shares referred to in subsection (1) in accordance with any written voting instructions received from the beneficial owner.

  • Marginal note:Beneficial owner as proxyholder

    (6) If a beneficial owner so requests and provides an intermediary with the appropriate documentation, the intermediary shall appoint the beneficial owner or a nominee of the beneficial owner as proxyholder.

  • Marginal note:Effect of intermediary’s failure to comply

    (7) The failure of an intermediary to comply with any of subsections (1) to (6) does not render void any meeting of shareholders or any action taken at the meeting.

  • Marginal note:Intermediary may not vote

    (8) Nothing in this Subdivision gives an intermediary the right to vote shares that they are otherwise prohibited from voting.

  • 2001, c. 9, s. 465;
  • 2005, c. 54, s. 326.
Marginal note:Exemption

 The Governor in Council may make regulations respecting the conditions under which an insurance holding company is exempt from any of the requirements of sections 786 to 791.

  • 2005, c. 54, s. 326.
Marginal note:Restraining order
  •  (1) If a form of proxy, management proxy circular or dissident’s proxy circular contains an untrue statement of a material fact or omits to state a material fact that is required to be contained in it or that is necessary to make a statement contained in it not misleading in light of the circumstances in which the statement is made, an interested person or the Superintendent may apply to a court and the court may make any order it thinks fit including

    • (a) an order restraining the solicitation or the holding of the meeting, or restraining any person from implementing or acting on a resolution passed at the meeting, to which the form of proxy, management proxy circular or dissident’s proxy circular relates;

    • (b) an order requiring correction of any form of proxy or proxy circular and a further solicitation; and

    • (c) an order adjourning the meeting.

  • Marginal note:Notice of application

    (2) Where a person other than the Superintendent is an applicant under subsection (1), the applicant shall give to the Superintendent notice of the application and the Superintendent is entitled to appear and to be heard in person or by counsel.

  • 2001, c. 9, s. 465.

Restrictions on Voting

Meaning of eligible votes

  •  (1) In this section, eligible votes means the total number of votes that may be cast by or on behalf of shareholders on a vote of shareholders or a vote of holders of a class or series of shares, as the case may be, in respect of any particular matter, calculated without regard to subsection (2).

  • Marginal note:Restriction

    (2) At a meeting of shareholders of an insurance holding company in respect of which subsection 927(4) applies, no person and no entity controlled by any person may, in respect of any vote of shareholders or holders of any class or series of shares of the company, cast votes in respect of any shares beneficially owned by the person or the entity that are, in aggregate, more than 20 per cent of the eligible votes that may be cast in respect of that vote.

  • Marginal note:Proxyholders

    (3) No person who is a proxyholder for a person or for an entity controlled by a person may cast votes to which the proxy relates that the person or entity may not cast by reason of subsection (2).

  • Marginal note:Exception

    (4) Subsections (2) and (3) do not apply in respect of a vote held under section 852.

  • Marginal note:Validity of vote

    (5) A vote in respect of a particular matter is not invalid merely because a person voted contrary to subsection (2) or (3).

  • Marginal note:Disposition of shareholdings

    (6) If, with respect to any insurance holding company, a person contravenes subsection (2) or (3), the Minister may, by order, direct the shareholder of the shares to which the contravention relates or any person controlled by that shareholder to dispose of any number of shares of the insurance holding company beneficially owned by any of those persons that the Minister specifies in the order, within the time specified in the order and in the proportion, if any, as between the shareholder and the persons controlled by that shareholder that is specified in the order.

  • Marginal note:Restriction on voting rights

    (7) If the Minister makes an order under subsection (6), the person to whom the order relates may not, in person or by proxy, exercise any voting rights that are attached to shares of the company beneficially owned by the person.

  • Marginal note:Subsection (7) ceases to apply

    (8) Subsection (7) shall cease to apply in respect of a person when the shares to which the order relates have been disposed of.

  • Marginal note:Reliance on number in notice

    (9) For the purpose of this section, a person is entitled to rely on the number of eligible votes set out in a notice of a meeting under subsection 767(2).

  • Marginal note:Designation of persons

    (10) For the purpose of this section, the Minister may, with respect to a particular insurance holding company, designate two or more persons who are parties to an agreement, commitment or understanding referred to in section 9 to be a single person.

  • 2001, c. 9, s. 465.
 
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