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

Act current to 2021-02-15 and last amended on 2019-06-17. Previous Versions

PART XVIIInsurance Holding Companies (continued)

DIVISION 6Corporate Governance (continued)

SUBDIVISION 1Shareholders (continued)

Powers of the Court

Marginal note:Court may order meeting to be called

  •  (1) A court may, on the application of a director, a shareholder who is entitled to vote at a meeting of shareholders or the Superintendent, order a meeting to be called, held or conducted in the manner that the court directs if

    • (a) it is impracticable to call the meeting within the time or in the manner in which it is to be called;

    • (b) it is impracticable to conduct the meeting in the manner required by this Part or the by-laws; or

    • (c) the court thinks that the meeting ought to be called, held or conducted within the time or in the manner that it directs for any other reason.

  • (2) [Repealed, 2005, c. 54, s. 321]

  • Marginal note:Varying quorum

    (3) Without restricting the generality of subsection (1), a court may order that the quorum required by the by-laws or this Part be varied or dispensed with at a meeting called, held and conducted pursuant to this section.

  • Marginal note:Valid meeting

    (4) A meeting called, held and conducted pursuant to this section is for all purposes a meeting of shareholders of the insurance holding company duly called, held and conducted.

  • 2001, c. 9, s. 465
  • 2005, c. 54, s. 321

Marginal note:Court review of election

  •  (1) An insurance holding company or a shareholder or director of an insurance holding company may apply to a court to resolve any dispute in respect of the election or appointment of a director or an auditor of the insurance holding company.

  • Marginal note:Powers of court

    (2) On an application under subsection (1), a court may make any order it thinks fit including, without limiting the generality of the foregoing,

    • (a) an order restraining a director or auditor whose election or appointment is challenged from acting pending determination of the dispute;

    • (b) an order declaring the result of the disputed election or appointment;

    • (c) an order requiring a new election or appointment, and including in the order directions for the management of the business and affairs of the insurance holding company until a new election is held or the new appointment is made; and

    • (d) an order determining the voting rights of shareholders and persons claiming to own shares.

  • 2001, c. 9, s. 465

Marginal note:Notice to Superintendent

  •  (1) A person who makes an application under subsection 781(1) or 782(1) shall give notice of the application to the Superintendent before the hearing and shall deliver a copy of the order of the court, if any, to the Superintendent.

  • Marginal note:Superintendent representation

    (2) The Superintendent may appear and be heard in person or by counsel at the hearing of an application referred to in subsection (1).

  • 2001, c. 9, s. 465
Pooling Agreements

Marginal note:Pooling agreement

 A written agreement between two or more shareholders may provide that in exercising voting rights the shares held by them will be voted as provided in the agreement.

  • 2001, c. 9, s. 465

SUBDIVISION 2Proxies and Restrictions on Voting

Proxies

Marginal note:Definitions

 The following definitions apply in this Subdivision.

intermediary

intermediary means a person who holds a security on behalf of another person who is not the registered holder of the security, and includes

  • (a) a securities broker or dealer required to be registered to trade or deal in securities under the laws of any jurisdiction;

  • (b) a securities depositary;

  • (c) a financial institution;

  • (d) in respect of a clearing agency, a securities dealer, trust company, association within the meaning of section 2 of the Cooperative Credit Associations Act, bank or other person, including another clearing agency, on whose behalf the clearing agency or its nominee holds securities of an issuer;

  • (e) a trustee or administrator of a self-administered retirement savings plan, retirement income fund or education savings plan or another similar self-administered savings or investment plan that is registered under the Income Tax Act;

  • (f) a nominee of a person referred to in any of paragraphs (a) to (e); and

  • (g) a person who performs functions similar to those performed by a person referred to in any of paragraphs (a) to (e) and holds a security registered in their name, or in the name of their nominee, on behalf of another person who is not the registered holder of the security. (intermédiaire)

registrant

registrant[Repealed, 2005, c. 54, s. 322]

solicit

solicit or solicitation includes

  • (a) a request for a proxy, whether or not accompanied by or included in a form of proxy,

  • (b) a request to execute or not to execute a form of proxy or to revoke a proxy,

  • (c) the sending of a form of proxy or other communication to a shareholder under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy, and

  • (d) the sending of a form of proxy to a shareholder under section 788,

but does not include

  • (e) the sending of a form of proxy in response to an unsolicited request made by or on behalf of a shareholder,

  • (f) the performance of administrative acts or professional services on behalf of a person soliciting a proxy,

  • (g) the sending by a registrant of the documents referred to in section 791, or

  • (h) a solicitation by a person in respect of shares of which that person is the beneficial owner. (sollicitation)

solicitation by or on behalf of the management of an insurance holding company

solicitation by or on behalf of the management of an insurance holding company means a solicitation by any person pursuant to a resolution or instruction of, or with the acquiescence of, the directors or a committee of the directors of the insurance holding company. (sollicitation effectuée par la direction d’une société de portefeuille d’assurances ou pour son compte)

  • 2001, c. 9, s. 465
  • 2005, c. 54, s. 322

Marginal note:Appointing proxyholder

  •  (1) A shareholder who is entitled to vote at a meeting of shareholders may, by executing a form of proxy, appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy.

  • Marginal note:Execution of proxy

    (2) A form of proxy shall be executed by a shareholder or by a shareholder’s attorney authorized in writing to do so.

  • Marginal note:Limit on authority

    (3) No appointment of a proxyholder provides authority for the proxyholder to act in respect of the appointment of an auditor or the election of a director unless a nominee proposed in good faith for the appointment or election is named in the form of proxy, a management proxy circular, a dissident’s proxy circular or a proposal under subsection 770(1).

  • Marginal note:Required information

    (4) A form of proxy must indicate, in bold-face type, that the shareholder by whom or on whose behalf it is executed may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on the shareholder’s behalf at a meeting to which the proxy relates, and must contain instructions as to the manner in which the shareholder may do so.

  • Marginal note:Validity of proxy

    (5) A proxy is valid only at the meeting in respect of which it is given or at a continuation of the meeting after an adjournment.

  • Marginal note:Revocation of proxy

    (6) A shareholder may revoke a proxy

    • (a) by depositing an instrument in writing executed by the shareholder or by the shareholder’s attorney authorized in writing to do so

      • (i) at the head office of the insurance holding company at any time up to and including the last business day before the day of a meeting, or a continuation of a meeting after an adjournment, at which the proxy is to be used, or

      • (ii) with the chairperson of the meeting on the day of the meeting or a continuation of the meeting after an adjournment; or

    • (b) in any other manner permitted by law.

  • 2001, c. 9, s. 465
 
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