PART VICorporate Governance (continued)
DIVISION IIDirectors and Officers (continued)
Liability, Exculpation and Indemnification (continued)
Marginal note:Application to court for indemnification
223 (1) A company or a person referred to in section 221 may apply to a court for an order approving an indemnity under that section and the court may so order and make any further order it thinks fit.
Marginal note:Notice to Superintendent
(2) An applicant under subsection (1) shall give the Superintendent written notice of the application and the Superintendent is entitled to appear and to be heard at the hearing of the application in person or by counsel.
Marginal note:Other notice
(3) On an application under subsection (1), the court may order notice to be given to any interested person and that person is entitled to appear and to be heard in person or by counsel at the hearing of the application.
DIVISION IIIFundamental Changes
Amendments — Letters Patent
Marginal note:Incorporating instrument
224 On the application of a company or society duly authorized by special resolution, the Minister may approve a proposal to add, change or remove any provision that is permitted by this Act to be set out in the incorporating instrument of the company or society.
- 1991, c. 47, s. 224
- 1997, c. 15, s. 214
- 2001, c. 9, s. 386
Marginal note:Letters patent to amend
Marginal note:Effect of letters patent
(2) Letters patent issued pursuant to subsection (1) become effective on the day stated in the letters patent.
- 1991, c. 47, s. 225
- 2001, c. 9, s. 387
226 (1) On the application of a company that has common shares but does not have securities that are not convertible into common shares until after, or options or rights to acquire those shares that are not exercisable until after, the time of the application, the Minister may approve a proposal to convert the company into a mutual company by the purchase, or other acquisition, for the purpose of cancellation of those shares, securities, options and rights.
(2) In sections 227 to 236,
- common share
common share includes
- mutualization proposal
mutualization proposal means a proposal referred to in subsection (1). (proposition de mutualisation)
(3) Nothing in this section or sections 227 to 236 limits the powers of companies under subsection 75(1).
Marginal note:Contents of mutualization proposal
(a) the manner in which all issued and outstanding shares of the company, other than shares that may be issued by a mutual company, are to be purchased or otherwise acquired for the purpose of cancellation;
(b) the price to be paid for those shares;
(c) the nature of the consideration to be paid for those shares;
(d) the amount of any dividends to be paid to the holders of those shares after their purchase or other acquisition;
(e) the period within which the company intends to purchase or otherwise acquire those shares;
(f) the anticipated date when the company will become a mutual company; and
(g) the proposed by-laws of the converted company.
(2) The mutualization proposal shall also contain such other information and evidence as the Minister may require.
Marginal note:Shareholder and policyholder approval
228 (1) The directors of a company that makes a mutualization proposal shall, before applying to the Minister for approval of the proposal, submit it for approval to a meeting of the shareholders and policyholders entitled to vote and, subject to subsection (3), to the holders of each class or series of shares.
Marginal note:Right to vote
(2) Each share of a company that makes a mutualization proposal carries the right to vote in respect of the proposal whether or not it otherwise carries the right to vote.
Marginal note:Class vote
(3) The holders of shares of a class or series of shares of a company that makes a mutualization proposal are entitled to vote separately as a class or series in respect of the proposal.
Marginal note:Policyholder vote
(4) Policyholders who are entitled to vote are entitled to vote separately from shareholders in respect of a mutualization proposal.
Marginal note:Special resolution
(5) Subject to subsections (3) and (4), a mutualization proposal is approved when the shareholders and the policyholders who are entitled to vote have approved the proposal by special resolution.
Marginal note:Application to Minister
Marginal note:Criteria for approval
(2) In determining whether to approve a mutualization proposal, the Minister shall consider all matters that the Minister considers relevant and may not approve the proposal unless satisfied that
(a) the proposal was approved by the shareholders and policyholders pursuant to section 228;
(b) the conversion of the company into a mutual company may reasonably be expected to be achieved under the terms of the proposal and in accordance with this section and sections 230 to 236;
(c) there are no reasonable grounds for believing that the conversion would cause the company to be in contravention of subsection 515(1), any regulation made under subsection 515(2) or any order made under subsection 515(3);
(d) the stated capital of the company has ceased to be an important factor in safeguarding the interests of the policyholders of the company, having regard to the quality and amount of the assets of the company, the surplus of the company relative to its liabilities, the nature of the business carried on by the company and any other considerations deemed by the Minister to be relevant;
(e) the price fixed by the directors for the purchase or other acquisition of the common shares of the company under the proposal is fair and reasonable in the circumstances; and
(f) the proposal is in the best interests of the financial system in Canada.
- 1991, c. 47, s. 229
- 2007, c. 6, s. 202
Marginal note:Effect of Minister’s approval
(a) the company may not issue any shares other than a share that may be issued by a mutual company;
(b) the company may solicit offers from the holders of the shares of the company that are to be purchased or otherwise acquired to effect the conversion of the company but shall not purchase or otherwise acquire those shares until the approval of the Superintendent under section 234 is obtained; and
(c) any change in the proposal must be approved by the shareholders and policyholders and by the Minister.
Marginal note:Application of ss. 228 to 230
(2) Sections 228 to 230 apply with such modifications as the circumstances require in respect of changes in mutualization proposals.
Marginal note:Register to be kept
231 A company shall prepare and maintain a register recording the offers for sale of shares under the terms of a mutualization proposal in the order in which those offers are received by the company, showing, in respect of each offer,
(a) the date of receipt by the company of the offer;
(b) the name and address of the shareholder making the offer;
(c) the number of shares so offered by the shareholder making the offer;
(d) the price at which each of the shares so offered may be purchased or otherwise acquired;
(e) the date of purchase, if any, of each of the shares so offered and the number of shares purchased; and
(f) the date of withdrawal, if any, of the offer and the number of shares affected by the withdrawal.
- Date modified: