PART VICorporate Governance (continued)
DIVISION XIIFinancial Statements
Marginal note:Financial year
Marginal note:First financial year
(2) Where a company has, after the first day of July in any year, obtained an order approving the commencement and carrying on of business, the first financial year of the company ends, at the election of the company in its by-laws, on the expiration of the thirty-first day of October or the thirty-first day of December in the next calendar year.
Marginal note:Annual financial statement
(a) a comparative annual financial statement relating separately to
(a.1) in the case of a company that has participating policyholders, the information prescribed in respect of the policies established under paragraphs 165(2)(e) and (e.1) and the other prescribed information;
(b) the report of the auditor of the company;
(c) the report of the actuary of the company;
(d) a description of the roles of the actuary of the company and the auditor of the company in the preparation and audit of the annual statement; and
(e) any further information respecting the financial position of the company and the results of its operations required by the by-laws of the company to be placed before the shareholders and policyholders at the annual meeting.
Marginal note:Annual statement — contents
(2) With respect to each of the financial years to which it relates, the annual statement of a company must contain the prescribed statements and any information that is in the opinion of the directors necessary to present fairly, in accordance with the accounting principles referred to in subsection (4), the financial position of the company as at the end of the financial year to which it relates and the results of the operations and changes in the financial position of the company for that financial year.
Marginal note:Additional information
(3) A company shall include with its annual statement
(a) in the case of a company that has participating policyholders, a summary of the policies established under paragraphs 165(2)(e) and (e.1);
(b) a list of the subsidiaries of the company, other than subsidiaries that are not required to be listed by the regulations and subsidiaries acquired pursuant to section 499 or pursuant to a realization of security in accordance with section 500 and which the company would not otherwise be permitted to hold, showing, with respect to each subsidiary,
(i) its name and the address of its head or principal office,
(ii) the book value of the aggregate of any shares of the subsidiary beneficially owned by the company and by other subsidiaries of the company, and
(iii) the percentage of the voting rights attached to all the outstanding voting shares of the subsidiary that is carried by the aggregate of any voting shares of the subsidiary beneficially owned by the company and by other subsidiaries of the company; and
(c) such other information as may be prescribed in such form as may be prescribed.
Marginal note:Accounting principles
(4) The financial statements referred to in subsection (1), paragraph (3)(b) and subsection 333(1) shall, except as otherwise specified by the Superintendent, be prepared in accordance with generally accepted accounting principles, the primary source of which is the Handbook of the Chartered Professional Accountants of Canada. A reference in any provision of this Act to the accounting principles referred to in this subsection shall be construed as a reference to those generally accepted accounting principles with any specifications so made.
(5) [Repealed, 2005, c. 54, s. 284]
(6) The Governor in Council may make regulations respecting subsidiaries that are not required to be listed for the purposes of paragraph (3)(b).
- 1991, c. 47, s. 331
- 1997, c. 15, s. 233
- 2001, c. 9, s. 398
- 2005, c. 54, s. 284
- 2017, c. 26, s. 62
Marginal note:Annual statement — approval
332 (1) The directors of a company shall approve the annual statement and their approval shall be evidenced by the signature or a printed or otherwise mechanically reproduced facsimile of the signature of
(a) the chief executive officer or, in the event of that officer’s absence or inability to act, any other officer of the company authorized by the directors to sign in the stead of the chief executive officer; and
(b) one director, if the signature required by paragraph (a) is that of a director, or two directors if the signature required by that paragraph is that of an officer who is not a director.
Marginal note:Condition precedent to publication
(2) A company shall not publish copies of an annual statement unless it is approved and signed in accordance with subsection (1).
- 1991, c. 47, s. 332
- 2005, c. 54, s. 285
Marginal note:Statements — subsidiaries
(2) Subject to this section, the shareholders of a company, the policyholders of a company who are entitled to vote and their personal representatives may, on request therefor, examine the statements referred to in subsection (1) during the usual business hours of the company and may take extracts therefrom free of charge.
Marginal note:Barring examination
(3) A company may refuse to permit an examination under subsection (2) by any person.
Marginal note:Application for order
(4) Within fifteen days after a refusal under subsection (3), the company shall apply to a court for an order barring the right of the person concerned to make an examination under subsection (2) and the court shall either order the company to permit the examination or, if it is satisfied that the examination would be detrimental to the company or to any other body corporate the financial statements of which would be subject to examination, bar the right and make any further order it thinks fit.
Marginal note:Notice to Superintendent
(5) A company shall give the Superintendent and the person seeking to examine the statements referred to in subsection (1) notice of an application to a court under subsection (4), and the Superintendent and the person may appear and be heard in person or by counsel at the hearing of the application.
Marginal note:Annual statement — distribution
334 (1) A company shall, no later than 21 days before the date of each annual meeting or before the signing of a resolution under paragraph 158(1)(b) in lieu of the annual meeting and unless that time period is waived by the shareholder or policyholder, send
(a) to each shareholder a copy of the documents referred to in paragraphs 331(1)(a) and (b) to (e) and subsection 331(3) and, on request, the document referred to in paragraph 331(1)(a.1); and
(b) to each policyholder who is entitled under paragraph 143(1)(b) to receive notice of the meeting a copy of the documents referred to in subsections 331(1) and (3).
(2) A company is not required to comply with subsection (1) with respect to shareholders or policyholders who have informed the company, in writing, that they do not wish to receive the annual statement.
Marginal note:Effect of default
(3) Where a company is required to comply with subsection (1) and the company does not comply with that subsection, the annual meeting at which the annual statement is to be considered shall be adjourned until that subsection has been complied with.
- 1991, c. 47, s. 334
- 1997, c. 15, s. 234
- 2005, c. 54, s. 286
Marginal note:Copy to Superintendent
335 (1) Subject to subsection (2), a company shall send to the Superintendent a copy of the documents referred to in subsections 331(1) and (3) not later than twenty-one days before the date of each annual meeting of shareholders and policyholders of the company.
Marginal note:Later filing
(2) If a company’s shareholders and policyholders sign a resolution under paragraph 158(1)(b) in lieu of an annual meeting, the company shall send a copy of the documents referred to in subsections 331(1) and (3) to the Superintendent not later than thirty days after the signing of the resolution.
- 1991, c. 47, s. 335
- 1997, c. 15, s. 235
- 2001, c. 9, s. 399
- Date modified: