Budget 2025 Implementation Act, No. 1 (S.C. 2026, c. 3)
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Assented to 2026-03-26
PART 5Various Measures (continued)
DIVISION 12Legislation Related to Financial Institutions (Electronic Delivery of Governance Documents) (continued)
1991, c. 46Bank Act (continued)
290 The Act is amended by adding, after Schedule IV, the Schedule V set out in Schedule 3 to this Act.
1991, c. 45Trust and Loan Companies Act
291 Section 539.01 of the Trust and Loan Companies Act is amended by adding the following in alphabetical order:
- NI 51-102
NI 51-102 in respect of a province set out in column 1 of Table 1 of Schedule V to the Bank Act, means the version of National Instrument 51-102 referred to in column 2. (Règlement 51-102)
- NI 54-101
NI 54-101 in respect of a province set out in column 1 of Table 1 of Schedule V to the Bank Act, means the version of National Instrument 54-101 referred to in column 2. (Règlement 54-101)
292 (1) The portion of subsection 539.04(1) of the Act before paragraph (a) is replaced by the following:
Marginal note:Consent and other requirements
539.04 (1) Despite anything in this Part, but subject to subsections (3) and (4), a requirement under this Act or the regulations to provide a notice, document or other information is not satisfied by providing an electronic document unless
(2) Section 539.04 of the Act is amended by adding the following after subsection (2):
Marginal note:Notice-and-access — distributing companies
(3) Subsection (1) does not apply in respect of the provision of a document or other information, including a proxy circular, to shareholders of a distributing company for use in connection with a meeting for which notice referred to in subsection 141(1) is sent if
(a) a notice of availability of documents or other information for use in connection with the meeting is sent in accordance with the rules governing notice-and-access set out in NI 51-102 or NI 54-101;
(b) the notice is accompanied by any form of proxy and written request for voting instructions that are required to be sent under this Act; and
(c) the document or other information is made available as an electronic document in accordance with the rules governing notice-and-access set out in NI 51-102 or NI 54-101.
Marginal note:Notice-and-access — companies that are not distributing
(4) Subsection (1) does not apply in respect of the provision of a document or other information, including a proxy circular, to shareholders of a company that is not a distributing company for use in connection with a meeting for which notice referred to in subsection 141(1) is sent if
(a) a notice of availability of documents or other information for use in connection with the meeting is sent to the shareholders that contains only
(i) the time and place of the meeting,
(ii) a statement that the documents or other information for use in connection with the meeting are available as electronic documents on the website of the company,
(iii) the address of the website of the company on which the documents or other information are available,
(iv) a statement that no paper copies of any document or other information for use in connection with the meeting will be sent unless they are requested,
(v) instructions on how to request the paper copies,
(vi) a description of the matters to be voted on during the meeting, and
(vii) a description of the voting procedures;
(b) the notice is accompanied by any form of proxy and written request for voting instructions that are required to be sent under this Act; and
(c) the document or other information is made available to shareholders as an electronic document by making it available on the website of the company.
Marginal note:Documents available on website
(5) For the purposes of paragraph (4)(c), a document or other information is considered to be available as an electronic document only if
(a) it is available on the website on or before the day on which the notice referred to in paragraph (4)(a) is sent;
(b) it remains available on the website for at least one year; and
(c) it is in an accessible, printable and searchable format.
Marginal note:Requests for paper copies
(6) On the request of a shareholder of a company that is not a distributing company, paper copies of the following documents or other information must be sent by prepaid mail addressed to, or delivered personally to, the shareholder at their latest address as shown in the records of the company, or of its transfer agent:
(a) any document or other information made available under subsection (4) before the request is made; or
(b) all documents and other information made available under subsection (4) after the request is made.
Marginal note:Documents already made available
(7) A document or other information referred to in paragraph (6)(a) must be sent or delivered
(a) within three business days after the day on which the request is received, if it is received before the day of the meeting; or
(b) within 10 days after the day on which the request is received, if it is received on or after the day of the meeting.
Marginal note:For greater certainty
(8) For greater certainty, a document or other information that is required under this Act or the regulations to be sent to a specific place and that is made available under paragraph (3)(c) or (4)(c) is not required to be sent to an information system designated by the addressee.
1991, c. 47Insurance Companies Act
293 Section 1034 of the Insurance Companies Act is amended by adding the following in alphabetical order:
- NI 51-102
NI 51-102 in respect of a province set out in column 1 of Table 1 of Schedule V to the Bank Act, means the version of National Instrument 51-102 referred to in column 2. (Règlement 51-102)
- NI 54-101
NI 54-101 in respect of a province set out in column 1 of Table 1 of Schedule V to the Bank Act, means the version of National Instrument 54-101 referred to in column 2. (Règlement 54-101)
294 (1) The portion of subsection 1037(1) of the Act before paragraph (a) is replaced by the following:
Marginal note:Consent and other requirements
1037 (1) Despite anything in this Part, but subject to subsections (3) to (5), a requirement under this Act or the regulations to provide a notice, document or other information is not satisfied by providing an electronic document unless
(2) Section 1037 of the Act is amended by adding the following after subsection (2):
Marginal note:Notice-and-access — distributing companies
(3) Subsection (1) does not apply in respect of the provision of a document or other information, including a proxy circular, to shareholders of a distributing company or of a distributing insurance holding company for use in connection with a meeting for which notice referred to in subsection 143(1) or 767(1) is sent if
(a) a notice of availability of documents or other information for use in connection with the meeting is sent in accordance with the rules governing notice-and-access set out in NI 51-102 or NI 54-101;
(b) the notice is accompanied by any form of proxy and written request for voting instructions that are required to be sent under this Act; and
(c) the document or other information is made available as an electronic document in accordance with the rules governing notice-and-access set out in NI 51-102 or NI 54-101.
Marginal note:Policyholders
(4) Subsection (1) does not apply in respect of the provision of a document or other information, including a proxy circular, to policyholders of a distributing company for use in connection with a meeting for which notice referred to in subsection 143(1) is sent if
(a) a notice of availability of documents or other information for use in connection with the meeting is sent to the policyholders that contains only
(i) the time and place of the meeting,
(ii) a statement that the documents or other information for use in connection with the meeting are available as electronic documents on the website of the company,
(iii) the address of the website of the company on which the documents or other information are available,
(iv) a statement that no paper copies of any document or other information for use in connection with the meeting will be sent unless they are requested,
(v) instructions on how to request the paper copies,
(vi) a description of the matters to be voted on during the meeting, and
(vii) a description of the voting procedures;
(b) the notice is accompanied by any form of proxy that is required to be sent under this Act; and
(c) the document or other information is made available to policyholders as an electronic document on the website of the company.
Marginal note:Notice-and-access — companies that are not distributing
(5) Subsection (1) does not apply in respect of the provision of a document or other information, including a proxy circular, to shareholders or policyholders of a company that is not a distributing company or of an insurance holding company that is not a distributing insurance holding company for use in connection with a meeting for which notice referred to in subsection 143(1) or 767(1) is sent if
(a) a notice of availability of documents or other information for use in connection with the meeting is sent to the shareholders or policyholders that contains only
(i) the time and place of the meeting,
(ii) a statement that the documents or other information for use in connection with the meeting are available as electronic documents on the website of the company or insurance holding company,
(iii) the address of the website of the company or insurance holding company on which the documents or other information are available,
(iv) a statement that no paper copies of any document or other information for use in connection with the meeting will be sent unless they are requested,
(v) instructions on how to request the paper copies,
(vi) a description of the matters to be voted on during the meeting, and
(vii) a description of the voting procedures;
(b) the notice is accompanied by any form of proxy and written request for voting instructions that are required to be sent under this Act; and
(c) the document or other information is made available to shareholders or policyholders as an electronic document on the website of the company or insurance holding company.
Marginal note:Documents available on website
(6) For the purposes of paragraphs (4)(c) and (5)(c), a document or other information is considered to be available as an electronic document only if
(a) it is available on the website on or before the day on which the notice referred to in paragraph (4)(a) or (5)(a) is sent;
(b) it remains available on the website for at least one year; and
(c) it is in an accessible, printable and searchable format.
Marginal note:Requests for paper copies
(7) On the request of a policyholder of a distributing company or of a shareholder or policyholder of a company that is not a distributing company or of an insurance holding company that is not a distributing insurance holding company, paper copies of the following documents or other information must be sent by prepaid mail addressed to, or delivered personally to, the policyholder or shareholder at their latest address as shown in the records of the company or insurance holding company, or of its transfer agent:
(a) any document or other information made available under subsection (4) or (5) before the request is made; or
(b) all documents and other information made available under subsection (4) or (5) after the request is made.
Marginal note:Documents already made available
(8) A document or other information referred to in paragraph (7)(a) must be sent or delivered
(a) within three business days after the day on which the request is received, if it is received before the day of the meeting; or
(b) within 10 days after the day on which the request is received, if it is received on or after the day of the meeting.
Marginal note:For greater certainty
(9) For greater certainty, a document or other information that is required under this Act or the regulations to be sent to a specific place and that is made available under paragraph (3)(c), (4)(c) or (5)(c) is not required to be sent to an information system designated by the addressee.
DIVISION 13Legislation Related to Financial Institutions (Equity Threshold Related to Public Holding Requirement)
Marginal note:Terminology changes — replacement of “two”
295 Every reference to “two” is replaced by a reference to “four” in the following provisions:
(a) in the Trust and Loan Companies Act,
(i) subsection 379(2),
(ii) subsection 384(1), and
(iii) the portion of paragraph 453(5)(b.1) before the formula;
(b) in the Bank Act,
(i) the portion of subsection 385(1) before paragraph (a) and paragraphs 385(2)(a) and (b),
(ii) section 387,
(iii) the portion of paragraph 468(5)(b.1) before the formula,
(iv) the portion of subsection 893(1) before paragraph (a) and paragraphs 893(2)(a) and (b),
(v) section 896, and
(vi) the portion of paragraph 930(5)(b.1) before the formula; and
(c) in the Insurance Companies Act,
(i) subsection 411(2),
(ii) subsection 416(1),
(iii) the portion of paragraph 495(7)(b.1) before the formula,
(iv) subsection 938(2),
(v) subsection 943(1), and
(vi) the portion of paragraph 971(5)(b.1) before the formula.
DIVISION 14Legislation Related to Financial Institutions (Powers of the Superintendent of Financial Institutions)
1991, c. 45Trust and Loan Companies Act
296 Paragraph 502(1)(b) of the Trust and Loan Companies Act is replaced by the following:
(b) the company has adequate policies and procedures to protect itself against threats to its integrity or security and adheres to those policies and procedures.
297 Subsection 503(2) of the Act is amended by adding the following after paragraph (a):
(a.001) to any federal government agency or body, for purposes related to the Superintendent’s regulation or supervision of financial institutions, including purposes related to threats to the integrity or security of financial institutions or risks to national security,
298 Subsection 505(1) of the Act is replaced by the following:
Marginal note:Examination of companies
505 (1) The Superintendent, from time to time, but at least once in each calendar year, shall make or cause to be made any examination and inquiry into the business and affairs of each company that the Superintendent considers to be necessary or expedient to determine whether the company is complying with the provisions of this Act, whether the company is in a sound financial condition and whether the company has adequate policies and procedures to protect itself against threats to its integrity or security and adheres to those policies and procedures. After the conclusion of each examination and inquiry, the Superintendent shall report on it to the Minister.
299 Section 506.1 of the Act is replaced by the following:
Marginal note:Prudential agreement
506.1 The Superintendent may enter into an agreement, called a “prudential agreement”, with a company for the purposes of implementing any measure designed to maintain or improve its safety and soundness, establishing adequate policies and procedures to protect it against threats to its integrity or security or maintaining or improving its adherence to those policies and procedures.
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