Mutual Company (Life Insurance) Conversion Regulations (SOR/99-128)

Ministerial Approval

8 Within three months after the approval of a conversion proposal by the eligible policyholders, the directors of a converting company shall, unless the conversion proposal is withdrawn, apply to the Minister for

• (a) approval of the conversion proposal pursuant to paragraph 237(1)(a) of the Act; and

• (b) issuance of letters patent of conversion pursuant to paragraph 237(1)(b) of the Act.

• 9 (1) An application made by a converting company to the Minister pursuant to subsection 237(1) of the Act shall include

  • (a) the conversion proposal referred to in subsection 4(1);

  • (b) the documents referred to in paragraphs 5(1)(a) to (i), (k), (m) and (p), other than any documents not required to be submitted under those paragraphs by virtue of an exemption under section 11;

  • (c) the notice of the special meeting at which the conversion proposal was considered and the documentation sent with that notice;

  • (d) the proposed letters patent of conversion and any by-laws, amendments to by-laws or repeals of by-laws, that are necessary to implement the conversion proposal; and

  • (e) the special resolutions of the eligible policyholders referred to in subsection 237(1.5) of the Act, accompanied by a certificate of the company indicating the results of the votes held in respect of those resolutions.

• (2) On receipt of an application referred to in subsection (1), the Minister shall refer it to the Superintendent for a recommendation, whereupon the Superintendent may request any additional information that the Superintendent considers necessary to evaluate the application.

Amendment or Withdrawal of Conversion Proposal

• 10 (1) The directors of a converting company may amend a conversion proposal of the company at any time before the vote of eligible policyholders is held at the special meeting, if measures approved by the Superintendent are taken by the converting company in respect of the amendment.

• (2) The directors of a converting company may withdraw a conversion proposal of the company at any time before the issuance of letters patent of conversion.

Exemption by Superintendent

11 The Superintendent may exempt a converting company from any of the requirements of paragraphs 5(1)(c) to (h) and 7(1)(e), (k) and (q), on such terms and conditions as the Superintendent considers appropriate.

Restrictions on Benefits

• 12 (1) Subject to subsection (2), a converting company shall not provide any director, officer or employee of the company with a fee, compensation or any other consideration in relation to the conversion of the company, other than

  • (a) the regular compensation provided to the person in that person’s capacity as a director, officer or employee of the company; and

  • (b) any benefits provided to the person as an eligible policyholder.

• (2) A converting company may provide fees, compensation or any other consideration to an entity with which a director, officer or employee of the company is associated pursuant to a contract for services in respect of the conversion that was entered into by the company with the entity on terms and conditions that are at least as favourable to the company as market terms and conditions, as defined in subsection 534(2) of the Act.

13 A converted company shall not, prior to the listing of its shares on a recognized stock exchange in Canada and for a period of one year after such a listing, issue or provide shares, share options or rights to acquire shares of the converted company to

• (a) any director, officer or employee of the company, or

• (b) any person who was a director, officer or employee of the company during the year preceding the effective date of conversion of the company and who ceased to be a director, officer or employee of the company,

other than shares issued to that person as an eligible policyholder.

Repeal

14 [Repeal]

Coming into Force

15 These Regulations come into force on the day on which they are registered.