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

Act current to 2016-01-25 and last amended on 2015-06-23. Previous Versions

Marginal note:Directors where elections incomplete or void
  •  (1) Despite subsections 801(2) and (3) and paragraphs 803(1)(f) and 807(1)(a), where subsection 805(1) or (2) applies at the close of any meeting of shareholders of an insurance holding company, the board of directors shall, until their successors are elected or appointed, consist solely of

    • (a) where paragraph 805(2)(a) applies, the directors referred to in that paragraph; or

    • (b) where subsection 805(1) or paragraph 805(2)(b) applies, those persons who were the incumbent directors immediately before the meeting.

  • Marginal note:Where there is no approved rectification plan

    (2) Despite subsections 801(2) and (3) and paragraphs 803(1)(f) and 807(1)(a), where a plan to rectify the non-compliance referred to in subsection 805(1) has not been approved by the Superintendent by the end of the forty-five day period referred to in that subsection, the board of directors shall, until their successors are elected or appointed, consist solely of the persons who were the incumbent directors immediately before the meeting at which the purported election or appointment referred to in that subsection occurred.

  • Marginal note:Directors to call meeting

    (3) Where subsection (1) or (2) applies, the board of directors referred to in that subsection shall without delay call a special meeting of shareholders to fill the vacancies, where paragraph 805(2)(a) applies, or elect a new board of directors, where subsection 805(1) or paragraph 805(2)(b) applies.

  • Marginal note:Shareholder may call meeting

    (4) Where the directors fail to call a special meeting required by subsection (3), the meeting may be called by any shareholder.

  • 2001, c. 9, s. 465.
Marginal note:Ceasing to hold office
  •  (1) A director ceases to hold office

    • (a) at the close of the annual meeting at which the director’s term of office expires;

    • (b) when the director dies or resigns;

    • (c) when the director becomes disqualified under section 797 or ineligible to hold office pursuant to subsection 837(2);

    • (d) when the director is removed under section 808; or

    • (e) when the director is removed from office under section 1006 or 1007.

  • Marginal note:Date of resignation

    (2) The resignation of a director of an insurance holding company becomes effective at the time a written resignation is sent to the insurance holding company by the director or at the time specified in the resignation, whichever is later.

  • 2001, c. 9, s. 465.
Marginal note:Removal of director
  •  (1) Subject to paragraph 803(1)(g) and this section, the shareholders of an insurance holding company may by resolution at a special meeting remove any director or all the directors from office.

  • Marginal note:Removal of director

    (2) If the holders of any class or series of shares of an insurance holding company have the exclusive right to elect one or more directors, a director so elected may be removed only by a resolution at a meeting of the shareholders of that class or series.

  • Marginal note:Vacancy by removal

    (3) Subject to paragraphs 803(1)(b) to (e), a vacancy created by the removal of a director may be filled at the meeting of the shareholders at which the director is removed or, if not so filled, may be filled under section 812 or 813.

  • 2001, c. 9, s. 465.
Marginal note:Statement of director
  •  (1) A director who

    • (a) resigns,

    • (b) receives a notice or otherwise learns of a meeting of shareholders called for the purpose of removing the director from office, or

    • (c) receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed or elected to fill the office of director, whether because of the director’s resignation or removal or because the director’s term of office has expired or is about to expire,

    is entitled to submit to the insurance holding company a written statement giving the reasons for the resignation or the reasons why the director opposes any proposed action or resolution.

  • Marginal note:Statement to Superintendent

    (2) Where a director resigns as a result of a disagreement with the other directors or the officers of an insurance holding company, the director shall submit to the insurance holding company and the Superintendent a written statement setting out the nature of the disagreement.

  • 2001, c. 9, s. 465.
Marginal note:Circulation of statement
  •  (1) An insurance holding company shall forthwith on receipt of a director’s statement referred to in subsection 809(1) relating to a matter referred to in paragraph 809(1)(b) or (c), or a director’s statement referred to in subsection 809(2), send a copy thereof to each shareholder entitled to receive a notice of meetings and to the Superintendent, unless the statement is attached to a notice of a meeting.

  • Marginal note:Immunity for statement

    (2) No insurance holding company or person acting on its behalf incurs any liability by reason only of circulating a director’s statement in compliance with subsection (1).

  • 2001, c. 9, s. 465.
Marginal note:Shareholders filling vacancy

 The by-laws of an insurance holding company may provide that a vacancy among the directors is to be filled only by vote of

  • (a) the shareholders; or

  • (b) the holders of any class or series of shares having an exclusive right to elect one or more directors if the vacancy occurs among the directors elected by the holders of that class or series.

  • 2001, c. 9, s. 465.
 
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