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

Act current to 2021-02-15 and last amended on 2019-06-17. Previous Versions

PART XIIIForeign Companies (continued)

Auditors (continued)

Qualifications (continued)

Marginal note:Duty to resign

  •  (1) An auditor who ceases to be qualified under section 634 shall resign forthwith after the auditor, where the auditor is a natural person, or any member of the firm of accountants, where the auditor is a firm of accountants, becomes aware that the auditor or the firm has ceased to be so qualified.

  • Marginal note:Disqualification order

    (2) Any interested person may apply to a court for an order declaring that an auditor of a foreign company has ceased to be qualified under section 634 and declaring the office of auditor to be vacant.

Vacancies

Marginal note:Revocation of appointment

  •  (1) A foreign company may revoke the appointment of an auditor of the foreign company.

  • Marginal note:Idem

    (2) The Superintendent may at any time revoke the appointment of an auditor made under subsection (3) or section 633 or 638 by notice in writing signed by the Superintendent and sent by registered mail to the auditor and to the chief agent of the foreign company addressed to the usual place of business of the auditor and the chief agent.

  • Marginal note:Filling vacancy

    (3) A vacancy created by the revocation of the appointment of an auditor under subsection (1) shall be filled by the foreign company under section 638.

Marginal note:Ceasing to hold office

  •  (1) An auditor of a foreign company ceases to hold office when

    • (a) the auditor resigns;

    • (b) the auditor, where the auditor is a natural person, dies; or

    • (c) the appointment of the auditor is revoked by the foreign company or the Superintendent.

  • Marginal note:Effective date of resignation

    (2) The resignation of an auditor becomes effective at the time a written resignation is sent to the foreign company or at the time specified in the resignation, whichever is later.

Marginal note:Filling vacancy

  •  (1) Where a vacancy occurs in the office of auditor of a foreign company, the foreign company shall forthwith fill the vacancy.

  • Marginal note:Where Superintendent may fill vacancy

    (2) Where the foreign company fails to fill a vacancy in accordance with subsection (1), the Superintendent may fill the vacancy.

  • Marginal note:Designation of member of firm

    (3) Where the Superintendent has, pursuant to subsection (2), appointed a firm of accountants to fill a vacancy, the Superintendent shall designate the member of the firm who is to conduct the audit on behalf of the firm.

Marginal note:Statement of auditor

 An auditor of a foreign company who

  • (a) resigns, or

  • (b) receives a notice or otherwise learns that another person is to be appointed in the auditor’s stead, whether because of the auditor’s resignation or revocation of appointment,

shall submit to the chief agent of the foreign company and the Superintendent a written statement giving the reasons for the resignation or the reasons why the auditor opposes any proposed action.

Marginal note:Duty of replacement auditor

  •  (1) Where an auditor of a foreign company has resigned or the appointment of an auditor has been revoked, no person or firm shall accept an appointment or consent to be appointed as auditor of the foreign company until the person or firm has requested and received from the other auditor a written statement of the circumstances and reasons why the other auditor resigned or why, in the other auditor’s opinion, the other auditor’s appointment was revoked.

  • Marginal note:Exception

    (2) Notwithstanding subsection (1), a person or firm may accept an appointment or consent to be appointed as auditor of a foreign company if, within fifteen days after a request under that subsection is made, no reply from the other auditor is received.

  • Marginal note:Effect of non-compliance

    (3) Unless subsection (2) applies, an appointment as auditor of a foreign company is void if subsection (1) has not been complied with.

Examinations and Reports

Marginal note:Auditor’s examination

  •  (1) The auditor of a foreign company shall make such examination as the auditor considers necessary to enable the auditor to report on the annual return required by subsection 665(2) and on other financial statements required by this Act to be filed with the Superintendent.

  • Marginal note:Auditing standards

    (2) The auditor’s examination referred to in subsection (1) shall, except as otherwise specified by the Superintendent, be conducted in accordance with generally accepted auditing standards, the primary source of which is the Handbook of the Chartered Professional Accountants of Canada.

  • Marginal note:Reliance on actuary

    (3) An auditor of a foreign company may, in conducting the examination referred to in subsection (1), use the valuation by the actuary of the foreign company of

    • (a) the actuarial and other policy liabilities of the foreign company as at the end of a financial year; and

    • (b) the increase in the actuarial liabilities of the foreign company for a financial year.

  • 1991, c. 47, s. 641
  • 2017, c. 26, s. 62

Marginal note:Right to information

  •  (1) On the request of the auditor of a foreign company, the present or former chief agents, directors, officers, employees or representatives of the foreign company shall, to the extent that they are reasonably able to do so,

    • (a) permit access to such records, assets and security held by the foreign company, or any entity in which the foreign company has a substantial investment, in respect of the insurance business in Canada of the foreign company, and

    • (b) provide such information and explanations

    as are, in the opinion of the auditor, necessary to enable the auditor to perform the duties of auditor of the foreign company.

  • Marginal note:No civil liability

    (2) A person who in good faith makes an oral or written communication under subsection (1) shall not be liable in any civil action arising from having made the communication.

Marginal note:Auditor’s report and extended examination

  •  (1) The Superintendent may, in writing, require that the auditor of a foreign company report to the Superintendent on the extent of the auditor’s procedures in the examination of the annual return and may, in writing, require that the auditor enlarge or extend the scope of that examination or direct that any other particular procedure be performed in any particular case, and the auditor shall comply with any such requirement of the Superintendent and report to the Superintendent thereon.

  • Marginal note:Special examination

    (2) In respect of the insurance business in Canada of a foreign company, the Superintendent may, in writing, require that the auditor of the foreign company make a particular examination relating to the adequacy of the procedures adopted by the foreign company for the safety of its creditors and policyholders, or any other examination that, in the Superintendent’s opinion, the public interest may require, and report to the Superintendent on the examination.

  • Marginal note:Idem

    (3) In respect of the insurance business in Canada of a foreign company, the Superintendent may direct that a special audit of the foreign company be made if, in the opinion of the Superintendent, it is so required and may appoint for that purpose an accountant or a firm of accountants qualified pursuant to subsection 634(1) to be an auditor of the foreign company.

  • Marginal note:Expenses payable by foreign company

    (4) The expenses entailed by any examination or audit referred to in any of subsections (1) to (3) are payable by the foreign company on being approved in writing by the Superintendent.

  • 1991, c. 47, s. 643
  • 2007, c. 6, s. 296

Marginal note:Auditor’s report

  •  (1) The auditor of a foreign company shall, not later than the earlier of May 31 in each year and the day in each year on which the auditor is required to make a report under the laws under which the foreign company is incorporated, make a report to the chief agent in writing on the annual return required by subsection 665(2).

  • Marginal note:Auditor’s opinion

    (2) In each report required under subsection (1), the auditor shall state whether, in the auditor’s opinion, the annual return presents fairly, in accordance with the accounting principles referred to in subsection 331(4), the financial position of the insurance business in Canada of the foreign 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 insurance business in Canada of the foreign company for that financial year.

  • Marginal note:Auditor’s remarks

    (3) In each report referred to in subsection (2), the auditor shall include such remarks as the auditor considers necessary when

    • (a) the examination has not been made in accordance with the auditing standards referred to in subsection 641(2);

    • (b) the annual return has not been prepared on a basis consistent with that of the preceding financial year; or

    • (c) the annual return does not present fairly, in accordance with the accounting principles referred to in subsection 331(4), the financial position of the insurance business in Canada of the foreign company as at the end of the financial year to which it relates or the results of the operations or changes in the financial position of the foreign company for that financial year.

  • 1991, c. 47, s. 644
  • 1994, c. 26, s. 44(F)
 
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