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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 VICorporate Governance (continued)

DIVISION IIDirectors and Officers (continued)

Election and Tenure — Directors (continued)

Marginal note:Re-election of directors

 A director who has completed a term of office is, if otherwise qualified, eligible for re-election.

Incomplete Elections and Director Vacancies

Marginal note:Void election or appointment

  •  (1) If, immediately after the time of any purported election or appointment of directors, the board of directors would fail to comply with subsection 167(2) or 171(1), section 172 or subsection 173(4) or (4.1), the purported election or appointment of all persons purported to be elected or appointed at that time is void unless the directors, within forty-five days after the discovery of the non-compliance, develop a plan, approved by the Superintendent, to rectify the non-compliance.

  • Marginal note:Failure to elect minimum

    (2) Where, at the close of a meeting of shareholders or policyholders of a company, the shareholders or policyholders have failed to elect the number or minimum number of directors required by this Act or the by-laws of a company, the purported election of directors at the meeting

    • (a) is valid if the directors purported to be elected and those incumbent directors, if any, whose terms did not expire at the close of the meeting, together constitute a quorum; or

    • (b) is void if the directors purported to be elected and those incumbent directors, if any, whose terms did not expire at the close of the meeting, together do not constitute a quorum.

  • (3) and (4) [Repealed, 1997, c. 15, s. 204]

  • 1991, c. 47, s. 178
  • 1997, c. 15, s. 204

Marginal note:Directors where elections incomplete or void

  •  (1) Notwithstanding subsections 174(3) and (4) and paragraphs 176(1)(f) and 180(1)(a), where subsection 178(1) or (2) applies at the close of any meeting of shareholders or policyholders of a company, the board of directors shall, until their successors are elected or appointed, consist solely of

    • (a) where paragraph 178(2)(a) applies, the directors referred to in that paragraph; or

    • (b) where subsection 178(1) or paragraph 178(2)(b) applies, those persons who were the incumbent directors immediately before the meeting.

  • Marginal note:Where there is no approved rectification plan

    (2) Notwithstanding subsections 174(3) and (4) and paragraphs 176(1)(f) and 180(1)(a), where a plan to rectify the non-compliance referred to in subsection 178(1) has not been approved by the Superintendent by the end of the forty-five day period referred to in that subsection, the board of directors shall, until their successors are elected or appointed, consist solely of the persons who were the incumbent directors immediately before the meeting at which the purported election or appointment referred to in that subsection occurred.

  • Marginal note:Directors to call meeting

    (3) Where subsection (1) or (2) applies, the board of directors referred to in that subsection shall without delay call a special meeting of shareholders or policyholders to fill the vacancies, where paragraph 178(2)(a) applies, or elect a new board of directors, where subsection 178(1) or paragraph 178(2)(b) applies.

  • Marginal note:Shareholder or policyholder may call meeting

    (4) Where the directors fail to call a special meeting required by subsection (3), the meeting may be called by any shareholder or policyholder entitled to vote.

  • 1991, c. 47, s. 179
  • 1997, c. 15, s. 205

Marginal note:Ceasing to hold office

  •  (1) A director ceases to hold office

    • (a) at the close of the annual meeting at which the director’s term of office expires;

    • (b) when the director dies or resigns;

    • (c) when the director becomes disqualified under section 168 or ineligible to hold office pursuant to subsection 212(2);

    • (d) when the director is removed under section 181; or

    • (e) when the director is removed from office under section 678.1 or 678.2.

  • Marginal note:Date of resignation

    (2) The resignation of a director of a company becomes effective at the time a written resignation is sent to the company by the director or at the time specified in the resignation, whichever is later.

  • 1991, c. 47, s. 180
  • 2001, c. 9, s. 380

Marginal note:Removal of director

  •  (1) Subject to paragraph 176(1)(g) and this section, the shareholders or policyholders of a company may by resolution at a special meeting remove any director or all the directors from office.

  • Marginal note:Exception

    (2) A shareholders’ director may be removed only by a resolution of the shareholders at a meeting of shareholders or shareholders and policyholders.

  • Marginal note:Idem

    (3) A policyholders’ director may be removed only by a resolution of the policyholders at a meeting of policyholders or shareholders and policyholders.

  • Marginal note:Idem

    (4) Where the holders of any class or series of shares of a company have the exclusive right to elect one or more directors, a director so elected may be removed only by a resolution at a meeting of the shareholders of that class or series.

  • Marginal note:Vacancy by removal

    (5) Subject to paragraphs 176(1)(b) to (e), a vacancy created by the removal of a director may be filled at the meeting of the shareholders or policyholders at which the director is removed or, if not so filled, may be filled under section 185 or 187.

Marginal note:Statement of director

  •  (1) A director who

    • (a) resigns,

    • (b) receives a notice or otherwise learns of a meeting of shareholders or policyholders called for the purpose of removing the director from office, or

    • (c) receives a notice or otherwise learns of a meeting of directors or shareholders or policyholders at which another person is to be appointed or elected to fill the office of director, whether because of the director’s resignation or removal or because the director’s term of office has expired or is about to expire,

    is entitled to submit to the company a written statement giving the reasons for the resignation or the reasons why the director opposes any proposed action or resolution.

  • Marginal note:Statement to Superintendent

    (2) Where a director resigns as a result of a disagreement with the other directors or the officers of a company, the director shall submit to the company and the Superintendent a written statement setting out the nature of the disagreement.

Marginal note:Circulation of statement

  •  (1) A company shall forthwith on receipt of a director’s statement referred to in subsection 182(1) relating to a matter referred to in paragraph 182(1)(b) or (c), or a director’s statement referred to in subsection 182(2), send a copy thereof to each shareholder and policyholder entitled to receive a notice of meetings under paragraph 143(1)(a) or (b) and to the Superintendent, unless the statement is attached to a notice of a meeting.

  • Marginal note:Immunity for statement

    (2) No company or person acting on its behalf incurs any liability by reason only of circulating a director’s statement in compliance with subsection (1).

Marginal note:Shareholders or policyholders filling vacancy

 The by-laws of a company may provide that a vacancy among the directors is to be filled only by vote of

  • (a) the shareholders or policyholders;

  • (b) the shareholders, if the vacancy occurs among the shareholders’ directors;

  • (c) the policyholders, if the vacancy occurs among the policyholders’ directors; or

  • (d) the holders of any class or series of shares having an exclusive right to elect one or more directors if the vacancy occurs among the directors elected by the holders of that class or series.

Marginal note:Directors filling vacancy

  •  (1) Despite section 192 but subject to subsection (2) and sections 184, 186 and 187, a quorum of directors may fill a vacancy among the directors except a vacancy resulting from a change in the by-laws by which the number or the minimum or maximum number of directors is increased or from a failure to elect the number or minimum number of directors provided for in the by-laws.

  • Marginal note:Where composition fails

    (2) Notwithstanding sections 184 and 192, where by reason of a vacancy the number of directors or the composition of the board of directors fails to meet any of the requirements of section 167, subsection 171(1), section 172 and subsection 173(4), the directors who, in the absence of any by-law, would be empowered to fill that vacancy shall do so forthwith.

  • 1991, c. 47, s. 185
  • 2005, c. 54, s. 247
 
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