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

Marginal note:Application

• 1006 (1) This section applies only in respect of an insurance holding company

  • (a) that has been notified by the Superintendent that this section applies to it where the insurance holding company is subject to measures designed to protect the interests of depositors, policyholders and creditors of any federal financial institution affiliated with it, which measures are contained in a prudential agreement entered into under section 1002 or an undertaking given by the insurance holding company to the Superintendent; or

  • (b) that is the subject of a direction made under section 1003, or an order made under subsection 992(3).

• Marginal note:Information to be provided

  (2) An insurance holding company shall provide the Superintendent with the name of

  • (a) each person who has been nominated for election or appointment as a member of its board of directors,

  • (b) each person who has been selected by the insurance holding company for appointment as a senior officer, and

  • (c) each person who is newly elected as a director of the insurance holding company at a meeting of shareholders and who was not proposed for election by anyone involved in the management of the insurance holding company,

  together with such other information about the background, business record and experience of the person as the Superintendent may require.

• Marginal note:When information to be provided

  (3) The information required by subsection (2) shall be provided to the Superintendent

  • (a) at least 30 days prior to the date or proposed date of the election or appointment or within such shorter period as the Superintendent may allow; or

  • (b) in the case of a person referred to in paragraph (2)(c), within 15 days after the date of the election of the person.

• Marginal note:Disqualification or removal

  (4) If the Superintendent is of the opinion that, on the basis of the competence, business record, experience, conduct or character of a person, he or she is not suitable to hold that position, the Superintendent may, by order,

  • (a) in the case of a person referred to in paragraph (2)(a) or (b), disqualify the person from being elected or appointed as a director of an insurance holding company or from being appointed as a senior officer; or

  • (b) in the case of a person referred to in paragraph (2)(c), remove the person from office as a director of the insurance holding company.

• Marginal note:Risk of prejudice

  (5) In forming an opinion under subsection (4), the Superintendent must consider whether the interests of the depositors, policyholders and creditors of any federal financial institution affiliated with the insurance holding company would likely be prejudiced if the person were to take office or continue to hold office, as the case may be.

• Marginal note:Representations may be made

  (6) The Superintendent must in writing notify the person concerned and the insurance holding company of any action that the Superintendent proposes to take under subsection (4) and must afford them an opportunity within 15 days after the date of the notice, or within any longer period that the Superintendent allows, to make representations to the Superintendent in relation to the matter.

• Marginal note:Prohibition

  (7) Where an order has been made under subsection (4)

  • (a) disqualifying a person from being elected or appointed to a position, the person shall not be, and the insurance holding company shall not permit the person to be, elected or appointed to the position; or

  • (b) removing a director from office, the person shall not continue to hold, and the insurance holding company shall not permit the person to continue to hold, office as a director.

Marginal note:Removal of directors or senior officers

• 1007 (1) The Superintendent may, by order, remove a person from office as a director or senior officer of an insurance holding company if the Superintendent is of the opinion that the person is not suitable to hold that office

  • (a) on the basis of the competence, business record, experience, conduct or character of the person; or

  • (b) because the person has contravened or, by action or negligence, has contributed to the contravention of

    • (i) this Act or the regulations made under it,

    • (ii) a direction made under section 1003,

    • (iii) an order made under subsection 992(3), or

    • (iv) a prudential agreement entered into under section 1002 or an undertaking given by the insurance holding company to the Superintendent.

• Marginal note:Risk of prejudice

  (2) In forming an opinion under subsection (1), the Superintendent must consider whether the interests of the depositors, policyholders and creditors of any federal financial institution affiliated with the insurance holding company have been or are likely to be prejudiced by the person’s holding office as a director or senior officer.

• Marginal note:Representations may be made

  (3) The Superintendent must in writing notify the person concerned and the insurance holding company of any removal order that the Superintendent proposes to make under subsection (1) and must afford them an opportunity within 15 days after the date of the notice, or within any longer period that the Superintendent allows, to make representations to the Superintendent in relation to the matter.

• Marginal note:Suspension

  (4) If the Superintendent is of the opinion that the public interest may be prejudiced by the director or senior officer continuing to exercise the powers or carry out the duties and functions of that office during the period for making representations, the Superintendent may make an order suspending the director or senior officer. The suspension may not extend beyond 10 days after the expiration of that period.

• Marginal note:Notice of order

  (5) The Superintendent shall, without delay, notify the director or senior officer, as the case may be, and the insurance holding company of a removal order or suspension order.

• Marginal note:Consequences of removal order

  (6) The director or senior officer, as the case may be, ceases to hold that office as of the date the removal order is made or any later date specified in the order.

• Marginal note:Appeal

  (7) The director or senior officer, as the case may be, or the insurance holding company may, within 30 days after the date of receipt of notice of the removal order under subsection (5), or within any longer period that the Court allows, appeal the matter to the Federal Court.

• Marginal note:Powers of Federal Court

  (8) The Federal Court, in the case of an appeal, may dismiss the appeal or set aside the removal order.

• Marginal note:Order not stayed by appeal

  (9) A removal order is not stayed by an appeal.

PART XVIIIAdministration

Notices and Other Documents

Marginal note:Execution of documents

1007.1 Any by-law, notice, resolution, requisition, statement or other document required or permitted to be executed or signed by more than one person for the purposes of this Act may be executed or signed in several documents of like form, each of which is executed or signed by one or more of the persons. The documents if duly executed or signed by all persons required or permitted to sign them are deemed to constitute one document for the purposes of this Act.

Marginal note:Notice to directors, etc.

• 1008 (1) A notice or document required by this Act or the regulations, or by the incorporating instrument or by-laws of a company or society, to be sent to a shareholder, policyholder or director of a company, foreign company or provincial company or to a member or director of a society may be sent by prepaid mail addressed to, or may be delivered personally to,

  • (a) the shareholder at the shareholder’s latest address as shown in the records of the company, foreign company or provincial company or its transfer agent;

  • (b) the director at the director’s latest address as shown in the records of the company, society, foreign company or provincial company, or in the latest return made under section 549, 661 or 668; and

  • (c) the policyholder or the member at the policyholder’s or member’s latest address as shown in the records of the company, society, foreign company or provincial company.

• Marginal note:Notice to directors, etc.

  (2) A notice or document required by this Act or the regulations, or by the incorporating instrument or by-laws of an insurance holding company to be sent to a shareholder or director of the insurance holding company may be sent by prepaid mail addressed to, or may be delivered personally to,

  • (a) the shareholder at the shareholder’s latest address as shown in the records of the insurance holding company or its transfer agent; and

  • (b) the director at the director’s latest address as shown in the records of the insurance holding company, or in the latest return made under section 994.

Marginal note:Presumption from return

1009 A director named in the latest return sent by a company, a society, a provincial society or an insurance holding company to the Superintendent under section 549, 661, 668 or 994 is presumed for the purposes of this Act to be a director of the company, society, provincial company or insurance holding company referred to in the return.

Marginal note:Presumption of receipt

• 1010 (1) A notice or document sent by mail in accordance with section 1008 to a shareholder, member, policyholder or director is deemed to be received by that person at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that person did not receive the notice or document at that time or at all.

• Marginal note:Undelivered notices

  (2) If a company, society, foreign company, provincial company or insurance holding company sends a notice or document to a shareholder, member or policyholder in accordance with section 1008 and it is returned on two consecutive occasions because the shareholder, member or policyholder cannot be found, the company, society, foreign company, provincial company or insurance holding company is not required to send any further notices or documents to them until it is informed in writing of their new address.

Marginal note:Service on companies, etc.

1011 A notice or document required by this Act to be sent to or served on a company, a society, a foreign company, a provincial company or an insurance holding company may be sent by registered mail to the head office or chief agency, as the case may be, of the company, society, foreign company, provincial company or insurance holding company and, if so sent, is deemed to be received or served at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the company, society, foreign company, provincial company or insurance holding company did not receive the notice or document at that time or at all.

Marginal note:Certificate of companies, etc.

• 1012 (1) A certificate issued on behalf of a company, a society or an insurance holding company stating any fact that is set out in the incorporating instrument, the by-laws, the minutes of the meetings of the directors, a committee of directors or the shareholders, policyholders or members, or in a contract to which the company, society or insurance holding company is a party, may be signed by a director or an officer of the company, society or insurance holding company.

• Marginal note:Proof of certain cases

  (2) When introduced as evidence in any civil, criminal or administrative action or proceeding, the following are, in the absence of evidence to the contrary, proof of the facts so certified without proof of the signature or official character of the person appearing to have signed the certificate:

  • (a) a fact stated in a certificate referred to in subsection (1);

  • (b) a certified extract from a securities register of a company or of an insurance holding company; or

  • (c) a certified copy of, or an extract from, minutes of a meeting of shareholders, policyholders, members, directors or a committee of directors of a company, society or insurance holding company.

Marginal note:Entry in securities register

1013 An entry in the securities register of, or on a security certificate issued by, a company or an insurance holding company is evidence that the person in whose name the security is registered is the owner of the securities described in the register or in the certificate.

Marginal note:Verification of documents or fact

• 1014 (1) The Superintendent may require that a document or a fact stated in a document that is required by or under this Act to be sent to the Superintendent or to the Minister be verified in accordance with subsection (2).

• Marginal note:Form of proof

  (2) A document or fact required by this Act or by the Superintendent to be verified may be verified by affidavit made under oath or by statutory declaration under the Canada Evidence Act before any commissioner for oaths or for taking affidavits.

Marginal note:Alternative means of publication

• 1015 (1) Anything that is required by a provision of this Act to be published in the Canada Gazette or to be published in any other way may, instead of being published in that way, be published in any manner that may be prescribed for the purpose of that provision.

• Marginal note:Alternative means of publishing summaries

  (2) Anything that is required by a provision of this Act to be summarized in a publication may instead be summarized and published in any manner that may be prescribed for the purpose of that provision.

• Marginal note:Publication conditions

  (3) Any condition under a provision of this Act that something be published in the Canada Gazette or in any other way is satisfied if that thing is published instead in any manner that may be prescribed for the purpose of that provision.

• Marginal note:Other consequences

  (4) If a provision of this Act provides for consequences to follow the publication of something in the Canada Gazette or in any other manner, the same consequences follow the publication of that thing in any other manner that may be prescribed for the purpose of that provision.

Approvals

Definition of approval

1016 In sections 1016.1 to 1016.6, approval includes any consent, designation, order, exemption, extension or other permission granted by the Minister or the Superintendent under this Act, and includes the issuance of letters patent.

Marginal note:Matters to take into account — Minister

• 1016.1 (1) In addition to any matters or conditions provided for in this Act that are relevant to the granting of an approval, the Minister may, in considering whether to grant the approval, take into account all matters that he or she considers relevant in the circumstances, including

  • (a) national security; and

  • (b) Canada’s international relations and its international legal obligations.

• Marginal note:Matters to take into account — Superintendent

  (2) In addition to any matters or conditions provided for in this Act that are relevant to the granting of an approval and to any prudential considerations that the Superintendent considers relevant in the circumstances, the Superintendent may, in considering whether to grant the approval, take into account

  • (a) national security; and

  • (b) Canada’s international relations and its international legal obligations.