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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)

Incomplete Elections and Director Vacancies (continued)

Marginal note:Vacancy among shareholders’ or policyholders’ directors

 Notwithstanding section 192 but subject to sections 184 and 187, where a company has shareholders’ directors and policyholders’ directors and a vacancy occurs among those directors,

  • (a) the remaining shareholders’ directors or policyholders’ directors, as the case may be, may fill the vacancy except one resulting from an increase in the number or the minimum or maximum number — or from a failure to elect the number or minimum number — of shareholders’ directors or policyholders’ directors provided for in the by-laws;

  • (b) if there are no such remaining directors and, by reason of the 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 other directors may fill that vacancy; and

  • (c) if there are no such remaining directors and paragraph (b) does not apply, any shareholder or policyholder entitled to vote may call a meeting of shareholders or policyholders for the purpose of filling the vacancy.

  • 1991, c. 47, s. 186
  • 2005, c. 54, s. 248

Marginal note:Class vacancy

 Notwithstanding section 192 but subject to section 184, where the holders of any class or series of shares of a company have an exclusive right to elect one or more directors and a vacancy occurs among those directors,

  • (a) the remaining directors elected by the holders of that class or series of shares may fill the vacancy except one resulting from an increase in the number or the minimum or maximum number of directors for that class or series or from a failure to elect the number or minimum number of directors provided for in the by-laws for that class or series;

  • (b) if there are no such remaining directors and, by reason of the 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 other directors may fill that vacancy; and

  • (c) if there are no such remaining directors and paragraph (b) does not apply, any holder of shares of that class or series may call a meeting of the holders thereof for the purpose of filling the vacancy.

  • 1991, c. 47, s. 187
  • 2005, c. 54, s. 249

Marginal note:Unexpired term

  •  (1) Unless the by-laws otherwise provide, a director elected or appointed to fill a vacancy holds office for the unexpired term of the director’s predecessor in office.

  • Marginal note:Affiliation

    (2) Notwithstanding subsection 171(3), the affiliation of a person to be elected or appointed to fill a vacancy shall be determined as at the date of the person’s election or appointment and that person shall be deemed to continue to be affiliated or unaffiliated, as the case may be, until the next annual meeting of the shareholders and policyholders.

Marginal note:Additional directors

  •  (1) Shareholders’ directors may appoint one or more additional directors as shareholders’ directors, and policyholders’ directors may appoint one or more additional directors as policyholders’ directors, where the by-laws of the company allow them to do so and the by-laws determine the minimum and maximum numbers of shareholders’ directors and policyholders’ directors.

  • Marginal note:Term of office

    (2) A director appointed under subsection (1) holds office for a term expiring not later than the close of the next annual meeting of shareholders or policyholders of the company.

  • Marginal note:Limit on number appointed

    (3) The total number of directors appointed under subsection (1) may not exceed one third of the number of directors elected at the previous annual meeting of shareholders or policyholders of the company.

  • 1997, c. 15, s. 206

Meetings of the Board

Marginal note:Meetings required

  •  (1) The directors shall meet at least four times during each financial year.

  • Marginal note:Place for meetings

    (2) The directors may meet at any place unless the by-laws provide otherwise.

  • Marginal note:Notice for meetings

    (3) The notice for the meetings must be given as required by the by-laws.

  • 1991, c. 47, s. 189
  • 1997, c. 15, s. 207

Marginal note:Notice of meeting

  •  (1) A notice of a meeting of directors shall specify each matter referred to in section 207 that is to be dealt with at the meeting but, unless the by-laws otherwise provide, need not otherwise specify the purpose of or the business to be transacted at the meeting.

  • Marginal note:Waiver of notice

    (2) A director may in any manner waive notice of a meeting of directors and the attendance of a director at a meeting of directors is a waiver of notice of that meeting except where the director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

  • Marginal note:Adjourned meeting

    (3) Notice of an adjourned meeting of directors is not required to be given if the time and place of the adjourned meeting was announced at the original meeting.

Marginal note:Quorum

  •  (1) Subject to section 192, the number of directors referred to in subsection (2) constitutes a quorum at any meeting of directors or a committee of directors and, notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors.

  • Marginal note:Idem

    (2) The number of directors constituting a quorum at any meeting of directors or a committee of directors shall be

    • (a) a majority of the minimum number of directors required by this Act for the board of directors or a committee of directors; or

    • (b) such greater number of directors than the number calculated pursuant to paragraph (a) as may be established by the by-laws of the company.

  • Marginal note:Director continues to be present

    (3) A director who is present at a meeting of directors or of a committee of directors but is not, in accordance with subsection 212(1), present at any particular time during the meeting is considered to be present for the purposes of this section.

  • 1991, c. 47, s. 191
  • 2005, c. 54, s. 250

Marginal note:Resident Canadian majority

  •  (1) The directors of a company shall not transact business at a meeting of directors unless

    • (a) in the case of a company that is the subsidiary of a foreign institution, at least one half of the directors present are resident Canadians; and

    • (b) in the case of any other company, a majority of the directors present are resident Canadians.

  • Marginal note:Exception

    (2) Despite subsection (1), the directors of a company may transact business at a meeting of directors without the required proportion of directors who are resident Canadians if

    • (a) a director who is a resident Canadian unable to be present approves, in writing or by telephonic, electronic or other communications facilities, the business transacted at the meeting; and

    • (b) there would have been present the required proportion of directors who are resident Canadians had that director been present at the meeting.

  • 1991, c. 47, s. 192
  • 2013, c. 33, s. 107

Marginal note:Presence of unaffiliated director

  •  (1) The directors of a company shall not transact business at a meeting of directors unless at least one of the directors who is not affiliated with the company is present.

  • Marginal note:Exception

    (2) Despite subsection (1), the directors of a company may transact business at a meeting of directors if a director who is not affiliated with the company and who is not able to be present approves, in writing or by telephonic, electronic or other communications facilities, the business transacted at the meeting.

  • Marginal note:Exception

    (3) Subsection (1) does not apply if all the voting shares of the company, other than directors’ qualifying shares, if any, are beneficially owned by a Canadian financial institution incorporated by or under an Act of Parliament.

  • 2001, c. 9, s. 381

Marginal note:Electronic meeting

  •  (1) Subject to the by-laws of a company, a meeting of directors or of a committee of directors may be held by means of such telephonic, electronic or other communications facilities as permit all persons participating in the meeting to communicate adequately with each other during the meeting.

  • Marginal note:Deemed present

    (2) A director participating in a meeting by any means referred to in subsection (1) is deemed for the purposes of this Act to be present at that meeting.

 
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