PART VICorporate Governance (continued)
DIVISION IIDirectors and Officers (continued)
Committees of the Board
202 The directors of a company may appoint from their number, in addition to the committees referred to in subsection 165(2), such other committees as they deem necessary and, subject to section 207, delegate to those committees such powers of the directors, and assign to those committees such duties, as the directors consider appropriate.
Marginal note:Audit committee
(2) A majority of the members of the audit committee must consist of directors who are not persons affiliated with the company and none of the members of the audit committee may be officers or employees of the company or a subsidiary of the company.
Marginal note:Duties of audit committee
(3) The audit committee of a company shall
(a) review the annual statement of the company before the annual statement is approved by the directors;
(b) review such returns of the company as the Superintendent may specify;
(c) require the management of the company to implement and maintain appropriate internal control procedures;
(c.1) review, evaluate and approve those procedures;
(d) review such investments and transactions that could adversely affect the well-being of the company as the auditor or any officer of the company may bring to the attention of the committee;
(e) meet with the auditor to discuss the annual statement and the returns and transactions referred to in this subsection;
(f) meet with the actuary of the company to discuss the parts of the annual statement and the annual return filed under section 665 prepared by the actuary; and
(g) meet with the chief internal auditor of the company, or the officer or employee of the company acting in a similar capacity, and with management of the company, to discuss the effectiveness of the internal control procedures established for the company.
(4) In the case of the annual statement and returns of a company that under this Act must be approved by the directors of the company, the audit committee of the company shall report thereon to the directors before the approval is given.
Marginal note:Required meeting of directors
(5) The audit committee of a company may call a meeting of the directors of the company to consider any matter of concern to the committee.
- 1991, c. 47, s. 203
- 1997, c. 15, s. 210
Marginal note:Conduct review committee
(2) A majority of the members of the conduct review committee of a company must consist of directors who are not persons affiliated with the company and none of the members of the conduct review committee may be officers or employees of the company or a subsidiary of the company.
Marginal note:Duties of conduct review committee
(3) The conduct review committee of a company shall
(a) require the management of the company to establish procedures for complying with Part XI;
(b) review those procedures and their effectiveness in ensuring that the company is complying with Part XI;
(b.1) if an insurance holding company or a bank holding company that is widely held has a significant interest in any class of shares of the company,
(c) review the practices of the company to ensure that any transactions with related parties of the company that may have a material effect on the stability or solvency of the company are identified.
Marginal note:Company report to Superintendent
(4) A company shall report to the Superintendent on the mandate and responsibilities of the conduct review committee and the procedures referred to in paragraph (3)(a).
Marginal note:Committee report to directors
(5) After each meeting of the conduct review committee of a company, the committee shall report to the directors of the company on matters reviewed by the committee.
Marginal note:Directors’ report to Superintendent
(6) Within ninety days after the end of each financial year, the directors of a company shall report to the Superintendent on what the conduct review committee did during the year in carrying out its responsibilities under subsection (3).
- 1991, c. 47, s. 204
- 1997, c. 15, s. 211
- 2001, c. 9, s. 383
Directors and Officers — Authority
Marginal note:Chief executive officer
205 The directors of a company shall appoint from their number a chief executive officer who must be ordinarily resident in Canada and, subject to section 207, may delegate to that officer any of the powers of the directors.
Marginal note:Appointment of officers
206 (1) The directors of a company may, subject to the by-laws, designate the offices of the company, appoint officers thereto, specify the duties of those officers and delegate to them powers, subject to section 207, to manage the business and affairs of the company.
Marginal note:Directors as officers
(2) Subject to section 172, a director of a company may be appointed to any office of the company.
Marginal note:Two or more offices
(3) Two or more offices of a company may be held by the same person.
Marginal note:Limits on power to delegate
207 The directors of a company may not delegate any of the following powers, namely, the power to
(a) submit to the shareholders or policyholders a question or matter requiring the approval of the shareholders or policyholders;
(b) fill a vacancy among the directors, on a committee of directors or in the office of auditor or actuary, or appoint additional directors;
(c) issue or cause to be issued securities, including an issue of shares of a series that is authorized in accordance with section 66, except in accordance with any authorization made by the directors;
(d) declare a dividend on shares or a policy dividend, bonus or other benefit payable to policyholders, other than a dividend on a group policy that is a participating policy;
(e) authorize the redemption or other acquisition by the company pursuant to section 75 of shares issued by the company;
(f) authorize the payment of a commission on a share issue;
(g) approve a management proxy circular;
(h) except as provided in this Act, approve the annual statement of the company and any other financial statements issued by the company; or
(i) adopt, amend or repeal by-laws.
- 1991, c. 47, s. 207
- 1997, c. 15, s. 212
- 2005, c. 54, s. 252
Marginal note:Remuneration of directors, officers and employees
Marginal note:By-law required
(2) No remuneration shall be paid to a director as director until a by-law fixing the aggregate of all amounts that may be paid to all directors in respect of directors’ remuneration during a fixed period of time has been confirmed by special resolution.
- 1991, c. 47, s. 208
- 1994, c. 26, s. 37
Marginal note:Validity of acts
209 (1) An act of a director or an officer of a company is valid notwithstanding a defect in the director’s qualification or an irregularity in the director’s election or in the appointment of the director or officer.
(2) An act of the board of directors of a company is valid notwithstanding a defect in the composition of the board or an irregularity in the election of the board or in the appointment of a member of the board.
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