PART VICorporate Governance (continued)
DIVISION XIIIAuditors (continued)
Examinations and Reports (continued)
Marginal note:Report to officers
351 (1) It is the duty of the auditor of a company to report in writing to the chief executive officer and chief financial officer of the company any transactions or conditions that have come to the auditor’s attention affecting the well-being of the company that in the auditor’s opinion are not satisfactory and require rectification and, without restricting the generality of the foregoing, the auditor shall, as occasion requires, make a report to those officers in respect of
(a) transactions of the company that have come to the auditor’s attention and that in the auditor’s opinion have not been within the powers of the company, and
(b) in the case of a life company, loans owing to the company by any person the aggregate amount of which exceeds 0.5 per cent of the regulatory capital of the company and in respect of which, in the auditor’s opinion, loss to the company is likely to occur,
but when a report required under paragraph (b) has been made in respect of loans to any person, it is not necessary to report again in respect of loans to that person unless, in the opinion of the auditor, the amount of the loss likely to occur has increased.
Marginal note:Transmission of report
(2) Where the auditor of a company makes a report under subsection (1),
(a) the auditor shall transmit the report, in writing, to the chief executive officer, chief financial officer and the actuary of the company;
(b) the report shall be presented to the first meeting of the directors following its receipt;
(c) the report shall be incorporated in the minutes of that meeting; and
(d) the auditor shall, at the time of transmitting the report to the chief executive officer and chief financial officer, provide the audit committee of the company and the Superintendent with a copy.
- 1991, c. 47, s. 351
- 2005, c. 54, s. 289
Marginal note:Auditor of subsidiaries
Marginal note:Subsidiary outside Canada
(2) Subsection (1) applies in the case of a subsidiary that carries on its operations in a country other than Canada unless the laws of that country do not permit the appointment of the auditor of the company as the auditor of that subsidiary.
(3) Subsection (1) does not apply in respect of any particular subsidiary where the company, after having consulted its auditor, is of the opinion that the total assets of the subsidiary are not a material part of the total assets of the company.
Marginal note:Auditor’s attendance
353 (1) The auditor of a company is entitled to receive notice of every meeting of the audit committee and the conduct review committee of the company and, at the expense of the company, to attend and be heard at that meeting.
(2) If so requested by a member of the audit committee, the auditor shall attend every meeting of the audit committee held during the member’s term of office.
- 1991, c. 47, s. 353
- 1994, c. 26, s. 40(F)
Marginal note:Calling meeting
Marginal note:Right to interview
(2) The chief internal auditor of a company or any officer or employee of the company acting in a similar capacity shall, at the request of the auditor of the company and on receipt of reasonable notice, meet with the auditor.
Marginal note:Notice of errors
355 (1) A director or an officer of a company shall forthwith notify the audit committee and the auditor of the company of any error or misstatement of which the director or officer becomes aware in an annual statement or other financial statement on which the auditor or any former auditor has reported.
Marginal note:Error noted by auditor
(2) If the auditor or a former auditor of a company is notified or becomes aware of an error or misstatement in an annual statement or other financial statement on which the auditor reported and in the auditor’s opinion the error or misstatement is material, the auditor or former auditor shall inform each director of the company accordingly.
Marginal note:Duty of directors
(3) Where under subsection (2) the auditor or a former auditor of a company informs the directors of an error or misstatement in an annual statement or other financial statement, the directors shall
Marginal note:Qualified privilege for statements
356 Any oral or written statement or report made under this Act by the auditor or a former auditor of a company has qualified privilege.
Marginal note:Notice of appointment
357 A company shall, forthwith after the appointment of the actuary of the company, notify the Superintendent in writing of the appointment.
358 and 359 [Repealed, 1997, c. 15, s. 236]
Marginal note:Officer precluded
359.1 (1) The chief executive officer or chief operating officer or a person performing like functions may not be appointed or hold the position of actuary of a company unless authorized in writing by the Superintendent.
Marginal note:Duration of authorization
(2) An authorization under subsection (1) ceases to be in effect on the day specified therein but not later than the day that is six months after it is issued, and a person appointed or holding the position of actuary pursuant to the authorization shall not hold that position after that day.
- 1996, c. 6, s. 76
Marginal note:Chief financial officer
(a) the audit committee of the company has provided the Superintendent with a written statement indicating that it is satisfied that the duties of both positions in the company will be adequately performed and that the actuarial duties will be performed in an independent manner; and
(b) the appointment or holding of the position is authorized by the Superintendent.
(2) An authorization under paragraph (1)(b) may contain limitations and conditions, including a limitation on the time during which the person referred to in the authorization may hold the position of actuary of the company.
Marginal note:Termination of holding of position
(3) A person holding the position of actuary pursuant to an authorization under paragraph (1)(b) shall not hold that position after the time limit referred to in subsection (2).
- 1996, c. 6, s. 76
Marginal note:Revocation of appointment
Marginal note:Notice of revocation
(2) A company shall, forthwith after the revocation of the appointment of the actuary of the company, notify the Superintendent in writing of the revocation.
Marginal note:Ceasing to hold office
Marginal note:Effective date of resignation
(2) The resignation of an actuary becomes effective at the time a written resignation is sent to the company or at the time specified in the resignation, whichever is later.
- 1991, c. 47, s. 361
- 1997, c. 15, s. 237
- Date modified: