PART VICorporate Governance (continued)
DIVISION IShareholders and Policyholders (continued)
Marginal note:Requisitioned meeting
159 (1) Shareholders who together hold not less than 5 per cent of the issued and outstanding shares of a company that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of shareholders or shareholders and policyholders for the purposes stated in the requisition.
(2) At least five hundred policyholders entitled to vote at a meeting sought to be held, or one per cent of the total number of those policyholders, whichever is greater, may requisition the directors to call a meeting of policyholders or shareholders and policyholders for the purposes stated in the requisition.
(3) A requisition referred to in subsection (1) or (2)
Marginal note:Directors calling meeting
(4) On receipt of a requisition referred to in subsection (1) or (2), the directors shall call a meeting of shareholders or policyholders to transact the business stated in the requisition, unless
(a) a record date has been fixed under subparagraph 142(1)(c)(i) or (d)(i) and notice of it has been given under subsection 142(4);
(b) the directors have called a meeting of shareholders or policyholders and have given notice thereof under section 143; or
(c) the business of the meeting as stated in the requisition includes matters described in paragraphs 147(5)(b) to (e), (h) and (i).
Marginal note:Shareholders’ and policyholders’ power
(5) If the directors do not call a meeting within twenty-one days after receiving a requisition referred to in subsection (1) or (2), any shareholder or policyholder who signed the requisition may call the meeting.
(6) A meeting called under this section shall be called as nearly as possible in the manner in which meetings are to be called pursuant to the by-laws and this Act.
(7) Unless the shareholders or policyholders otherwise resolve at a meeting called under subsection (5), the company shall reimburse the shareholders or policyholders for any expenses reasonably incurred by them in requisitioning, calling and holding the meeting.
- 1991, c. 47, s. 159
- 1997, c. 15, s. 195
- 2005, c. 54, s. 237
Powers of the Court
Marginal note:Court may order meeting to be called
160 (1) A court may, on the application of a director, a shareholder or policyholder who is entitled to vote 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 Act 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.
(1.1) [Repealed, 2005, c. 54, s. 238]
Marginal note:Varying quorum
(2) Without restricting the generality of subsection (1), a court may order that the quorum required by the by-laws or this Act be varied or dispensed with at a meeting called, held and conducted pursuant to this section.
Marginal note:Valid meeting
(3) A meeting called, held and conducted pursuant to this section is for all purposes a meeting of shareholders or policyholders of the company duly called, held and conducted.
- 1991, c. 47, s. 160
- 1997, c. 15, s. 196
- 2005, c. 54, s. 238
Marginal note:Court review of election
161 (1) A company or a shareholder, policyholder or director of a 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 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 company until a new election is held or the new appointment is made; and
(d) an order determining the voting rights of shareholders, persons claiming to own shares, policyholders and persons claiming to be policyholders.
Marginal note:Notice to Superintendent
162 (1) A person who makes an application under subsection 160(1) or 161(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).
Marginal note:Pooling agreement
163 A written agreement between two or more shareholders or policyholders may provide that in exercising voting rights the shares or policies held by them will be voted as provided in the agreement.
164 The definitions in this section apply in this Division.
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 relation to 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 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[Repealed, 2005, c. 54, s. 239]
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 or policyholder 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 or a policyholder under section 164.03,
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 or policyholder,
(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 164.06, 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 a company
solicitation by or on behalf of the management of a 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 company. (sollicitation effectuée par la direction d’une société ou pour son compte)
- 1991, c. 47, s. 164
- 1997, c. 15, s. 197
- 2005, c. 54, s. 239
- Date modified: