An Act to amend the law governing financial institutions and to provide for related and consequential matters (S.C. 2007, c. 6)
Full Document:
Assented to 2007-03-29
Marginal note:2001, c. 9, s. 465
313. The portion of section 731 of the Act before paragraph (a) is replaced by the following:
Marginal note:Affiliated insurance holding company
731. Despite section 730 and subject to section 732, an insurance holding company that is affiliated with another entity may, with the consent of that entity,
Marginal note:2005, c. 54, s. 370(2)
314. Subsection 745(5) of the English version of the Act is replaced by the following:
Marginal note:Material to Superintendent
(5) If the directors exercise their authority under paragraph (1)(b), the directors shall, before the issue of shares of the series, send to the Superintendent particulars of the series of shares and a copy of the by-law that granted the authority to the directors.
Marginal note:2001, c. 9, s. 465
315. Subsection 754(2) of the Act is replaced by the following:
Marginal note:Restrictions on purchase and redemption
(2) An insurance holding company shall not make any payment to purchase or redeem any shares issued by it if there are reasonable grounds for believing that it is, or the payment would cause it to be, in contravention of subsection 992(1), any regulation made under subsection 992(2) or any order made under subsection 992(3).
316. The Act is amended by adding the following after section 755:
Marginal note:Exception — conditions before acquisition
755.1 (1) An insurance holding company may permit any of its subsidiaries to acquire shares of the insurance holding company through the issuance of those shares by the insurance holding company to the subsidiary if the conditions prescribed for the purposes of this subsection are met before the subsidiary acquires the shares.
Marginal note:Conditions after acquisition
(2) After a subsidiary has acquired shares under the purported authority of subsection (1), the conditions prescribed for the purposes of this subsection must be met.
Marginal note:Non-compliance with conditions
(3) If an insurance holding company permits any of its subsidiaries to acquire shares of the insurance holding company under the purported authority of subsection (1) and one or more of the conditions prescribed for the purposes of subsections (1) and (2) were not met, are not met or cease to be met, as the case may be, then, despite section 702 and subsection 749(2), the insurance holding company must comply with the prescribed requirements.
Marginal note:2001, c. 9, s. 465
317. (1) Subsection 757(2) of the Act is replaced by the following:
Marginal note:Limitation
(2) An insurance holding company shall not reduce its stated capital by special resolution if there are reasonable grounds for believing that the insurance holding company is, or the reduction would cause the insurance holding company to be, in contravention of subsection 992(1), any regulation made under subsection 992(2) or any order made under subsection 992(3).
(2) Section 757 of the Act is amended by adding the following after subsection (4):
Marginal note:Exception
(4.1) Subsection (4) does not apply if
(a) the reduction in the stated capital is made solely as a result of changes made to the accounting principles referred to in subsection 331(4); and
(b) there is to be no return of capital to shareholders as a result of the reduction.
Marginal note:2001, c. 9, s. 465
318. (1) Subsection 761(2) of the Act is replaced by the following:
Marginal note:Notice to Superintendent
(2) The directors of an insurance holding company shall notify the Superintendent of the declaration of a dividend at least 15 days before the day fixed for its payment.
Marginal note:2001, c. 9, s. 465
(2) Subsection 761(4) of the Act is replaced by the following:
Marginal note:When dividend not to be declared
(4) The directors of an insurance holding company shall not declare and an insurance holding company shall not pay a dividend if there are reasonable grounds for believing that the insurance holding company is, or the payment would cause the insurance holding company to be, in contravention of subsection 992(1), any regulation made under subsection 992(2) or any order made under subsection 992(3).
Marginal note:2001, c. 9, s. 465
319. Subsection 796(2) of the Act is replaced by the following:
Marginal note:Residency requirement
(2) At least one half of the directors of an insurance holding company that is a subsidiary of a foreign institution and a majority of the directors of any other insurance holding company must be, at the time of each director’s election or appointment, resident Canadians.
Marginal note:2001, c. 9, s. 465
320. Section 859 of the Act is replaced by the following:
Marginal note:Approval of agreement by Superintendent
859. An amalgamation agreement must be submitted to the Superintendent for approval and any approval of the agreement under subsection 860(4) by the shareholders of an applicant is invalid unless, before the date of the approval, the Superintendent has approved the agreement in writing.
Marginal note:2001, c. 9, s. 465
321. Paragraph 866(1)(e) of the Act is replaced by the following:
(e) maintain outside Canada any records or registers required by this Act to be maintained in Canada.
Marginal note:2001, c. 9, s. 465; 2005, c. 54, s. 346
322. Section 876 of the Act is replaced by the following:
Marginal note:Requirement to maintain copies and process information in Canada
876. (1) If the Superintendent is of the opinion that it is incompatible with the fulfilment of the Superintendent’s responsibilities under this Act for an insurance holding company to maintain, in another country, copies of records referred to in section 869 or of its central securities register or for an insurance holding company to process, in another country, information or data relating to the preparation and maintenance of those records or of its central securities register — or if the Superintendent is advised by the Minister that, in the opinion of the Minister, it is not in the national interest for an insurance holding company to do any of those activities in another country — the Superintendent shall direct the insurance holding company to not maintain those copies, or to not process the information or data, as the case may be, in that other country or to maintain those copies or to process the information or data only in Canada.
Marginal note:Insurance holding company
(2) An insurance holding company shall without delay comply with any direction issued under subsection (1).
Marginal note:2001, c. 9, s. 465
323. (1) The portion of subsection 927(1) of the French version of the Act before paragraph (a) is replaced by the following:
Marginal note:Restrictions à l’acquisition
927. (1) Il est interdit à une personne — ou à l’entité qu’elle contrôle — d’acquérir, sans l’agrément du ministre, des actions d’une société de portefeuille d’assurances ou le contrôle d’une entité qui détient de telles actions si l’acquisition, selon le cas :
Marginal note:2001, c. 9, s. 465
(2) Subsection 927(2) of the Act is replaced by the following:
Marginal note:Amalgamation, etc., constitutes acquisition
(2) If the entity that would result from an amalgamation, a merger or a reorganization would have a significant interest in a class of shares of an insurance holding company, the entity is deemed to be acquiring a significant interest in that class of shares of the insurance holding company through an acquisition for which the approval of the Minister is required under subsection (1).
Marginal note:2001, c. 9, s. 465
324. Section 932 of the Act is replaced by the following:
Marginal note:No acquisition of control without approval
932. (1) No person shall acquire control, within the meaning of paragraph 3(1)(d), of an insurance holding company without the approval of the Minister.
Marginal note:Amalgamation, etc., constitutes acquisition
(2) If the entity that would result from an amalgamation, a merger or a reorganization would control, within the meaning of paragraph 3(1)(d), an insurance holding company, the entity is deemed to be acquiring control, within the meaning of that paragraph, of the insurance holding company through an acquisition for which the approval of the Minister is required under subsection (1).
325. Section 969 of the Act is amended by adding the following after subsection (4):
Marginal note:Application of other provision
(5) Despite having acquired control of, or a substantial investment in, an entity under a particular provision of this Part, an insurance holding company may continue to control the entity or hold the substantial investment in the entity as though it had made the acquisition under another provision of this Part so long as the conditions of that other provision are met.
Marginal note:Timing of deemed acquisition
(6) If an insurance holding company decides to exercise its right under subsection (5), the insurance holding company is deemed to be acquiring the control or the substantial investment under the other provision.
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