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

Marginal note:Lost or stolen security

• 137 (1) Where a security has been lost, apparently destroyed or wrongfully taken, and the owner fails to notify the issuer of that fact by giving the issuer written notice of the owner’s adverse claim within a reasonable time after the owner knows of the loss, destruction or taking, then, if the issuer has registered a transfer of the security before receiving the notice, the owner is precluded from asserting against the issuer any claim to a new security.

• Marginal note:Duty to issue new security

  (2) Where the owner of a security claims that the security has been lost, destroyed or wrongfully taken, the issuer shall issue a new security in place of the original security if the owner

  • (a) so requests before the issuer has notice that the security has been acquired by a bona fide purchaser;

  • (b) provides the issuer with a sufficient indemnity bond; and

  • (c) satisfies any other reasonable requirements imposed by the issuer.

• Marginal note:Duty to register transfer

  (3) If, after the issue of a new security under subsection (2), a bona fide purchaser of the original security presents the original security for registration of transfer, the issuer shall register the transfer unless registration would result in over-issue in respect of which section 101 applies.

• Marginal note:Right of issuer to recover

  (4) In addition to the rights that an issuer has by reason of an indemnity bond, the issuer may recover the new security issued under subsection (2) from the person to whom it was issued or any person taking under that person other than a bona fide purchaser.

Marginal note:Authenticating agent’s duty

138 An authenticating trustee, registrar, transfer agent or other agent of an issuer has, in respect of the issue, registration of transfer and cancellation of a security of the issuer,

• (a) a duty to the issuer to exercise good faith and reasonable diligence; and

• (b) the same obligations to the holder or owner of a security and the same rights, privileges and immunities as the issuer.

Marginal note:Notice to agent

139 Notice to an authenticating trustee, registrar, transfer agent or other agent of an issuer is notice to the issuer in respect of the functions performed by the agent.

PART VICorporate Governance

DIVISION IShareholders and Policyholders

Place of Meetings

Marginal note:Place of meetings

• 140 (1) Meetings of shareholders or policyholders of a company shall be held at the place within Canada provided for in the by-laws of the company or, in the absence of any such provision, at the place within Canada that the directors determine.

• Marginal note:Participation by electronic means

  (2) Unless the by-laws provide otherwise, any person who is entitled to attend a meeting of shareholders or policyholders may participate in the meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting if the company makes one available. A person who is participating in a meeting by one of those means is deemed for the purposes of this Act to be present at the meeting.

• Marginal note:Regulations

  (3) The Governor in Council may make regulations respecting the manner of and conditions for participating in a meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

Calling Meetings

Marginal note:Calling meetings

• 141 (1) The directors of a company

  • (a) shall, after the meeting called pursuant to subsection 50(1) or (2), call the first annual meeting of shareholders and policyholders of the company, which meeting must be held not later than six months after the end of the first financial year of the company;

  • (b) shall subsequently call an annual meeting of shareholders and policyholders, which meeting must be held not later than six months after the end of each financial year; and

  • (c) may at any time call a special meeting of shareholders or policyholders.

• Marginal note:Order to delay calling annual meeting

  (2) Despite subsection (1), the company may apply to the court for an order extending the time for calling an annual meeting.

• Marginal note:Obligation to notify Superintendent

  (3) The company shall give notice of the application to the Superintendent before any hearing concerning the application and shall provide the Superintendent with a copy of any order that is issued.

• Marginal note:Superintendent’s right to appear

  (4) The Superintendent is entitled to appear and be heard in person or by counsel at any hearing concerning the application.

Record Dates

Marginal note:Authority to fix record date

• 142 (1) The directors may in advance fix a record date, that is within the prescribed period, for the determination of

  • (a) shareholders who are entitled to receive payment of a dividend;

  • (b) shareholders or policyholders who are entitled to participate in a liquidation distribution;

  • (c) shareholders

    • (i) who are entitled to receive notice of a meeting of shareholders or a meeting of shareholders and policyholders,

    • (ii) who are entitled to vote at a meeting of shareholders or at a meeting of shareholders and policyholders, or

    • (iii) for any other purpose;

  • (d) policyholders who are entitled to

    • (i) receive notice of a meeting of policyholders or a meeting of shareholders and policyholders, or

    • (ii) vote at a meeting of policyholders or at a meeting of shareholders and policyholders; or

  • (e) policyholders for any other purpose except

    • (i) the right to receive payment of a policy dividend or bonus,

    • (ii) any purpose where the determination of policyholders is governed by contract, and

    • (iii) the right to receive benefits in respect of the conversion of a mutual company into a company with common shares.

• Marginal note:Determination of record date — shareholders

  (2) If no record date is fixed,

  • (a) the record date for the determination of shareholders who are entitled to receive notice of a meeting of shareholders or a meeting of shareholders and policyholders is

    • (i) at the close of business on the day immediately preceding the day on which the notice is given, or

    • (ii) if no notice is given, the day on which the meeting is held; and

  • (b) the record date for the determination of shareholders for any other purpose, other than to establish a shareholder’s right to vote, is at the close of business on the day on which the directors pass a resolution in respect of that purpose.

• Marginal note:Determination of record date — policyholders

  (3) If no record date is fixed,

  • (a) the record date for the determination of policyholders who are entitled to receive notice of a meeting of policyholders or a meeting of shareholders and policyholders is

    • (i) at the close of business on the day immediately preceding the day on which the notice is given, or

    • (ii) if no notice is given, the day on which the meeting is held;

  • (b) the record date for the determination of policyholders entitled to vote at a meeting is the day on which the meeting is held; and

  • (c) the record date for the determination of policyholders for any other purpose is at the close of business on the day on which the directors pass a resolution in respect of that purpose.

• Marginal note:Notice of record date — shareholders

  (4) If a record date is fixed and unless notice of the record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the securities register at the close of business on the day on which the directors fix the record date, notice of the record date shall be given within the prescribed period by

  • (a) advertisement in a newspaper in general circulation in the place where the company’s head office is situated and in each place in Canada where the company has a transfer agent or where a transfer of its shares may be recorded; and

  • (b) written notice to each stock exchange in Canada on which the company’s shares are listed for trading.