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Insurance Companies Act (S.C. 1991, c. 47)

Act current to 2022-06-20 and last amended on 2021-06-30. Previous Versions

PART XVIIInsurance Holding Companies (continued)

DIVISION 6Corporate Governance (continued)

SUBDIVISION 3Directors and Officers (continued)

Marginal note:Removal of director

  •  (1) Subject to paragraph 803(1)(g) and this section, the shareholders of an insurance holding company may by resolution at a special meeting remove any director or all the directors from office.

  • Marginal note:Removal of director

    (2) If the holders of any class or series of shares of an insurance holding company have the exclusive right to elect one or more directors, a director so elected may be removed only by a resolution at a meeting of the shareholders of that class or series.

  • Marginal note:Vacancy by removal

    (3) Subject to paragraphs 803(1)(b) to (e), a vacancy created by the removal of a director may be filled at the meeting of the shareholders at which the director is removed or, if not so filled, may be filled under section 812 or 813.

  • 2001, c. 9, s. 465

Marginal note:Statement of director

  •  (1) A director who

    • (a) resigns,

    • (b) receives a notice or otherwise learns of a meeting of shareholders called for the purpose of removing the director from office, or

    • (c) receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed or elected to fill the office of director, whether because of the director’s resignation or removal or because the director’s term of office has expired or is about to expire,

    is entitled to submit to the insurance holding company a written statement giving the reasons for the resignation or the reasons why the director opposes any proposed action or resolution.

  • Marginal note:Statement to Superintendent

    (2) Where a director resigns as a result of a disagreement with the other directors or the officers of an insurance holding company, the director shall submit to the insurance holding company and the Superintendent a written statement setting out the nature of the disagreement.

  • 2001, c. 9, s. 465

Marginal note:Circulation of statement

  •  (1) An insurance holding company shall forthwith on receipt of a director’s statement referred to in subsection 809(1) relating to a matter referred to in paragraph 809(1)(b) or (c), or a director’s statement referred to in subsection 809(2), send a copy thereof to each shareholder entitled to receive a notice of meetings and to the Superintendent, unless the statement is attached to a notice of a meeting.

  • Marginal note:Immunity for statement

    (2) No insurance holding company or person acting on its behalf incurs any liability by reason only of circulating a director’s statement in compliance with subsection (1).

  • 2001, c. 9, s. 465

Marginal note:Shareholders filling vacancy

 The by-laws of an insurance holding company may provide that a vacancy among the directors is to be filled only by vote of

  • (a) the shareholders; or

  • (b) the holders of any class or series of shares having an exclusive right to elect one or more directors if the vacancy occurs among the directors elected by the holders of that class or series.

  • 2001, c. 9, s. 465

Marginal note:Directors filling vacancy

  •  (1) Despite section 819 but subject to subsection (2) and sections 811 and 813, a quorum of directors may fill a vacancy among the directors except a vacancy resulting from a change in the by-laws by which the number or the minimum or maximum number of directors is increased or from a failure to elect the number or minimum number of directors provided for in the by-laws.

  • Marginal note:Where composition fails

    (2) Despite sections 811 and 819, where by reason of a vacancy the number of directors or the composition of the board of directors fails to meet any of the requirements of section 796 or 799, the directors who, in the absence of any by-law, would be empowered to fill that vacancy shall do so forthwith.

  • 2001, c. 9, s. 465
  • 2005, c. 54, s. 329

Marginal note:Class vacancy

 Despite section 819 but subject to section 811, where the holders of any class or series of shares of an insurance holding 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 796 or 799, 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.

  • 2001, c. 9, s. 465
  • 2005, c. 54, s. 330

Marginal note:Unexpired term

 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.

  • 2001, c. 9, s. 465

Marginal note:Additional directors

  •  (1) The directors may appoint one or more additional directors if the by-laws of the insurance holding company allow them to do so and the by-laws determine the minimum and maximum numbers of 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 of the insurance holding 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 of the insurance holding company.

  • 2001, c. 9, s. 465
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.

  • 2001, c. 9, s. 465

Marginal note:Notice of meeting

  •  (1) A notice of a meeting of directors shall specify each matter referred to in section 832 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.

  • 2001, c. 9, s. 465

Marginal note:Quorum

  •  (1) Subject to section 819, 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:Quorum

    (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 Part 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 insurance holding 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 837(1), present at any particular time during the meeting is considered to be present for the purposes of this section.

  • 2001, c. 9, s. 465
  • 2005, c. 54, s. 331

Marginal note:Resident Canadian majority

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

    • (a) in the case of an insurance holding 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 insurance holding company, a majority of the directors present are resident Canadians.

  • Marginal note:Exception

    (2) Despite subsection (1), the directors of an insurance holding 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.

  • 2001, c. 9, s. 465
  • 2013, c. 33, s. 108

Marginal note:Electronic meeting

  •  (1) Subject to the by-laws of an insurance holding 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 Part to be present at that meeting.

  • 2001, c. 9, s. 465

Marginal note:Resolution outside board meeting

  •  (1) A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of directors is as valid as if it had been passed at a meeting of directors.

  • Marginal note:Filing directors’ resolution

    (2) A copy of the resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the directors.

  • Marginal note:Resolution outside committee meeting

    (3) A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of a committee of directors, other than a resolution of the audit committee in carrying out its duties under subsection 829(3), is as valid as if it had been passed at a meeting of that committee.

  • Marginal note:Filing committee resolution

    (4) A copy of the resolution referred to in subsection (3) shall be kept with the minutes of the proceedings of that committee.

  • Marginal note:Evidence

    (5) Unless a ballot is demanded, an entry in the minutes of a meeting that the chairperson declared a resolution to be carried or defeated is in the absence of evidence to the contrary proof of that fact without proof of the number or proportion of votes recorded in favour of or against the resolution.

  • 2001, c. 9, s. 465
  • 2005, c. 54, s. 332

Marginal note:Dissent of director

  •  (1) A director of an insurance holding company who is present at a meeting of directors or a committee of directors is deemed to have consented to any resolution passed or action taken at that meeting unless

    • (a) the director requests that the director’s dissent be entered or the director’s dissent is entered in the minutes of the meeting;

    • (b) the director sends a written dissent to the secretary of the meeting before the meeting is adjourned; or

    • (c) the director sends the director’s dissent by registered mail or delivers it to the head office of the insurance holding company immediately after the meeting is adjourned.

  • Marginal note:Loss of right to dissent

    (2) A director of an insurance holding company who votes for or consents to a resolution is not entitled to dissent under subsection (1).

  • Marginal note:Dissent of absent director

    (3) A director of an insurance holding company who is not present at a meeting at which a resolution is passed or action taken is deemed to have consented thereto unless, within seven days after the director becomes aware of the resolution, the director

    • (a) causes the director’s dissent to be placed with the minutes of the meeting; or

    • (b) sends the director’s dissent by registered mail or delivers it to the head office of the insurance holding company.

  • 2001, c. 9, s. 465

Marginal note:Record of attendance

  •  (1) An insurance holding company shall keep a record of the attendance at each meeting of directors and each committee meeting of directors.

  • Marginal note:Statement to shareholders

    (2) An insurance holding company shall attach to the notice of each annual meeting it sends to its shareholders a statement showing, in respect of the financial year immediately preceding the meeting, the total number of directors’ meetings and directors’ committee meetings held during the financial year and the number of those meetings attended by each director.

  • 2001, c. 9, s. 465

Marginal note:Meeting required by Superintendent

  •  (1) Where in the opinion of the Superintendent it is necessary, the Superintendent may, by notice in writing, require an insurance holding company to hold a meeting of directors of the insurance holding company to consider the matters set out in the notice.

  • Marginal note:Attendance of Superintendent

    (2) The Superintendent may attend and be heard at a meeting referred to in subsection (1).

  • 2001, c. 9, s. 465
By-laws

Marginal note:By-laws

  •  (1) Unless this Part otherwise provides, the directors of an insurance holding company may by resolution make, amend or repeal any by-law that regulates the business or affairs of the insurance holding company.

  • Marginal note:Shareholder approval

    (2) The directors shall submit a by-law, or an amendment to or a repeal of a by-law, that is made under subsection (1) to the shareholders at the next meeting of shareholders, and the shareholders may, by resolution, confirm or amend the by-law, amendment or repeal.

  • Marginal note:Effective date of by-law

    (3) Unless this Part otherwise provides, a by-law, or an amendment to or a repeal of a by-law, is effective from the date of the resolution of the directors under subsection (1) until it is confirmed, confirmed as amended or rejected by the shareholders under subsection (2) or until it ceases to be effective under subsection (4) and, where the by-law is confirmed, or confirmed as amended, it continues in effect in the form in which it was so confirmed.

  • Marginal note:Effect where no shareholder approval

    (4) If a by-law, or an amendment to or a repeal of a by-law, is rejected by the shareholders, or is not submitted to the shareholders by the directors as required under subsection (2), the by-law, amendment or repeal ceases to be effective from the date of its rejection or the date of the next meeting of shareholders, as the case may be, and no subsequent resolution of the directors to make, amend or repeal a by-law having substantially the same purpose or effect is effective until it is confirmed, or confirmed as amended, by the shareholders.

  • 2001, c. 9, s. 465
 
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