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

Act current to 2014-09-29 and last amended on 2014-06-19. Previous Versions

Marginal note:Notice of adjourned meeting
  •  (1) If a meeting of shareholders or policyholders is adjourned for less than thirty days, it is not necessary, unless the by-laws otherwise provide, to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned.

  • Marginal note:Notice after longer adjournment

    (2) If a meeting of shareholders or policyholders is adjourned by one or more adjournments for a total of thirty days or more, notice of the continuation of the meeting shall be given as for an original meeting but, unless the meeting is adjourned by one or more adjournments for a total of more than ninety days, subsection 164.03(1) does not apply.

  • 1991, c. 47, s. 144;
  • 1997, c. 15, s. 188.
Marginal note:Special business
  •  (1) All matters dealt with at a special meeting of shareholders or policyholders or at an annual meeting of shareholders and policyholders are deemed to be special business, except that special business does not include consideration of

    • (a) the financial statements;

    • (b) the auditor’s report;

    • (c) the actuary’s report;

    • (d) the election of directors;

    • (e) the remuneration of directors and reappointment of the incumbent auditor; or

    • (f) the description of the roles of the actuary and the auditor in the preparation and audit of the financial statements.

  • Marginal note:Notice of special business

    (2) Notice of a meeting of shareholders or policyholders at which special business is to be transacted must

    • (a) state the nature of the special business in sufficient detail to permit a shareholder or policyholder to form a reasoned judgment thereon;

    • (b) contain the text of any special resolution to be submitted to the meeting; and

    • (c) state, where a management proxy circular is sent to shareholders concurrently with the notice, that a policyholder is entitled on request to receive a copy of the management proxy circular.

  • Marginal note:Exemption

    (3) The Superintendent may exempt a company from the application of paragraph (2)(b) in relation to policyholders, on condition that, instead of sending the policyholders the text of a special resolution to be submitted to a meeting, the company send the policyholders a summary of the text.

  • 1991, c. 47, s. 145;
  • 1997, c. 15, s. 189.

 [Repealed, 1997, c. 15, s. 190]

Shareholder and Policyholder Proposals

Marginal note:Proposal
  •  (1) Subject to subsections (1.1) and (1.2), a registered holder or beneficial owner of shares that may be voted — or a policyholder entitled to vote — at an annual meeting of shareholders and policyholders may

    • (a) submit to the company notice of any matter that they propose to raise at the meeting (in this section and section 148 referred to as a “proposal”); and

    • (b) discuss at the meeting any matter in respect of which they would have been entitled to submit a proposal.

  • Marginal note:Eligibility to submit proposal

    (1.1) To be eligible to submit a proposal a person shall

    • (a) for at least the prescribed period be the registered holder or beneficial owner of at least the prescribed number of the company’s outstanding shares;

    • (b) have the support of persons who, in the aggregate and including or not including the person who submits the proposal, have for at least the prescribed period been the registered holders or beneficial owners of at least the prescribed number of the company’s outstanding shares; or

    • (c) be a policyholder entitled to vote at an annual meeting of the company’s shareholders and policyholders.

  • Marginal note:Information to be provided

    (1.2) A proposal submitted by a registered holder or beneficial owner is to be accompanied by the following information:

    • (a) the name and address of the person submitting the proposal and the names and addresses of their supporters, if any; and

    • (b) the number of shares held or owned by the person and their supporters, if any, and the date that the shares were acquired.

  • Marginal note:Information not part of proposal

    (1.3) The information provided under subsection (1.2) does not form part of a proposal or of the supporting statement referred to in subsection (3) and is not to be included for the purpose of the prescribed maximum number of words referred to in subsection (3).

  • Marginal note:Proof may be required

    (1.4) If the company requests within the prescribed period that a person provide proof that they are eligible to submit a proposal, the person shall within the prescribed period provide proof that they meet the requirements of subsection (1.1).

  • Marginal note:Circulation of proposal

    (2) A company shall attach any proposal of a shareholder or policyholder submitted for consideration at a meeting of shareholders and policyholders to the notice of the meeting.

  • Marginal note:Supporting statement

    (3) At the request of the person who submits a proposal, the company shall attach to the notice of the meeting the person’s statement in support of the proposal and their name and address. The statement and proposal together are not to exceed the prescribed maximum number of words.

  • Marginal note:Nomination of directors

    (4) A proposal may include nominations for the election of directors if it is signed by

    • (a) in the case of nominations for the directors to be elected by shareholders, one or more registered holders or beneficial owners of shares representing in the aggregate not less than 5% of the shares of the company or 5% of the shares of a class of its shares entitled to vote at the meeting at which the proposal is to be presented; and

    • (b) in the case of nominations for the directors to be elected by policyholders, the lesser of 250 policyholders and 1% of the policyholders who are entitled to vote at the meeting.

  • Marginal note:Conditions precedent for proposals

    (5) A company is not required to comply with subsections (2) and (3) if

    • (a) the proposal is not submitted to the company at least the prescribed number of days before the anniversary date of the notice of meeting that was sent to shareholders and policyholders in respect of the previous annual meeting of shareholders and policyholders;

    • (b) it clearly appears that the primary purpose of the proposal is to enforce a personal claim or redress a personal griev­ance against the company or its directors, officers or security holders;

    • (b.1) it clearly appears that the proposal does not relate in a significant way to the business or affairs of the company;

    • (c) the person submitting the proposal failed within the prescribed period before the company receives their proposal to present, in person or by proxy, at a meeting of shareholders or policyholders a proposal that at their request had been attached to a notice of meeting;

    • (d) substantially the same proposal was set out in or attached to a dissident’s proxy circular or attached to a notice of meeting relating to, and was presented to shareholders or policyholders at, a meeting of shareholders or policyholders held within the prescribed period before the receipt of the proposal and did not receive the prescribed minimum amount of support at the meeting;

    • (e) the rights conferred by subsections (1) to (4) are being abused to secure publicity;

    • (f) in the case of a proposal submitted by a policyholder that relates to business that is referred to in paragraph 143(1)(c), the proposal is not signed by at least five hundred policyholders entitled to vote at the meeting to which the proposal is to be presented, or one per cent of the total number of those policyholders, whichever is lesser;

    • (g) in the case of any other proposal submitted by a policyholder, the proposal is not signed by at least one hundred policyholders entitled to vote at the meeting to which the proposal is to be presented;

    • (h) in the case of a proposal submitted by a policyholder, the proposal

      • (i) relates to the management of the ordinary business and affairs of the company, or

      • (ii) would, if implemented, result in a change in the character or direction of the company that would have a material adverse effect on the ability of the company to meet the reasonable expectations of the company’s participating policyholders as to the net cost of their insurance; or

      • (iii) [Repealed, 1996, c. 6, s. 72]

    • (i) in the case of a proposal submitted by a policyholder or a shareholder of a mutual company, the proposal would result in the mutual company being converted into a company with common shares.

  • Marginal note:Company may refuse to include proposal

    (5.1) If a person who submits a proposal fails to continue to hold or own shares in accordance with paragraph (1.1)(a) or, as the case may be, does not continue to have the support of persons who are in the aggregate the registered holders or beneficial owners of the prescribed number of shares in accordance with paragraph (1.1)(b) until the end of the meeting, the company is not required to attach any proposal submitted by that person to a notice of meeting for any meeting held within the prescribed period after the day of the meeting.

  • Marginal note:Immunity for proposal and statement

    (6) No company or person acting on behalf of a company incurs any liability by reason only of circulating a proposal or statement in compliance with subsections (2) and (3).

  • 1991, c. 47, s. 147;
  • 1996, c. 6, s. 72;
  • 1997, c. 15, s. 191;
  • 2001, c. 9, s. 371(F);
  • 2005, c. 54, s. 232.