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

Act current to 2014-06-12 and last amended on 2013-12-12. Previous Versions

Marginal note:Copy to Superintendent
  •  (1) Subject to subsection (2), an insurance holding company shall send to the Superintendent a copy of the documents referred to in subsections 887(1) and (3) not later than twenty-one days before the date of each annual meeting of shareholders of the insurance holding company.

  • Marginal note:Later filing

    (2) If an insurance holding company’s shareholders sign a resolution under paragraph 779(1)(b) in lieu of an annual meeting, the insurance holding company shall send a copy of the documents referred to in subsections 887(1) and (3) to the Superintendent not later than thirty days after the signing of the resolution.

  • 2001, c. 9, s. 465.

Subdivision 13Auditors

Interpretation

Marginal note:Definitions

 The following definitions apply in this Subdivision.

“firm of accountants”

« cabinet de comptables »

“firm of accountants” means a partnership, the members of which are accountants engaged in the practice of accounting, or a body corporate that is incorporated by or under an Act of the legislature of a province and engaged in the practice of accounting.

“member”

« membre »

“member”, in relation to a firm of accountants, means

  • (a) an accountant who is a partner in a partnership, the members of which are accountants engaged in the practice of accounting; or

  • (b) an accountant who is an employee of a firm of accountants.

  • 2001, c. 9, s. 465.

Appointment

Marginal note:Appointment of auditor
  •  (1) The shareholders of an insurance holding company shall, by ordinary resolution at the first meeting of shareholders and at each succeeding annual meeting, appoint a firm of accountants to be the auditor of the insurance holding company until the close of the next annual meeting.

  • Marginal note:Remuneration of auditor

    (2) The remuneration of the auditor may be fixed by ordinary resolution of the shareholders but, if not so fixed, shall be fixed by the directors.

  • 2001, c. 9, s. 465.

Qualifications

Marginal note:Qualification of auditor
  •  (1) A firm of accountants is qualified to be an auditor of an insurance holding company if

    • (a) two or more members of the firm are accountants who

      • (i) are members in good standing of an institute or association of accountants incorporated by or under an Act of the legislature of a province,

      • (ii) have at least five years experience at a senior level in performing audits of a financial institution,

      • (iii) are ordinarily resident in Canada, and

      • (iv) are independent of the insurance holding company; and

    • (b) the member of the firm who is jointly designated by the firm and the insurance holding company to conduct the audit of the insurance holding company on behalf of the firm is qualified in accordance with paragraph (a).

  • Marginal note:Independence

    (2) For the purposes of subsection (1),

    • (a) independence is a question of fact; and

    • (b) a member of a firm of accountants is deemed not to be independent of an insurance holding company if that member, a business partner of that member or the firm of accountants

      • (i) is a business partner, director, officer or employee of the insurance holding company or of any affiliate of the insurance holding company or is a business partner of any director, officer or employee of the insurance holding company or of any affiliate of the insurance holding company,

      • (ii) beneficially owns or controls, directly or indirectly, a material interest in the shares of the insurance holding company or of any affiliate of the insurance holding company, or

      • (iii) has been a liquidator, trustee in bankruptcy, receiver or receiver and manager of any affiliate of the insurance holding company within the two years immediately preceding the person’s proposed appointment as auditor of the insurance holding company, other than an affiliate that is a subsidiary of the insurance holding company acquired pursuant to section 975 or through a realization of a security pursuant to section 976.

  • Marginal note:Business partners

    (2.1) For the purposes of subsection (2), a business partner of a member of a firm of accountants includes

    • (a) another member of the firm; and

    • (b) a shareholder of the firm or of a business partner of the member.

  • Marginal note:Notice of designation

    (3) Within fifteen days after the appointment of a firm of accountants as auditor of an insurance holding company, the insurance holding company and the firm of accountants shall jointly designate a member of the firm who meets the qualifications described in subsection (1) to conduct the audit of the insurance holding company on behalf of the firm and the insurance holding company shall forthwith notify the Superintendent in writing of the designation.

  • Marginal note:New designation

    (4) Where for any reason a member of a firm of accountants designated pursuant to subsection (3) ceases to conduct the audit of the insurance holding company, the insurance holding company and the firm of accountants may jointly designate another member of the same firm of accountants who meets the qualifications described in subsection (1) to conduct the audit of the insurance holding company and the insurance holding company shall forthwith notify the Superintendent in writing of the designation.

  • Marginal note:Deemed vacancy

    (5) In any case where subsection (4) applies and a designation is not made pursuant to that subsection within thirty days after the designated member ceases to conduct the audit of the insurance holding company, there shall be deemed to be a vacancy in the office of auditor of the insurance holding company.

  • 2001, c. 9, s. 465;
  • 2005, c. 54, s. 354.