Insurance Companies Act

Marginal note:Proposal

• 147 (1) A shareholder or policyholder entitled to vote at an annual meeting of shareholders and policyholders of a company may

  • (a) submit to the company notice of any matter that the shareholder or policyholder proposes to raise at the meeting; and

  • (b) discuss at the meeting any matter in respect of which the shareholder or policyholder would have been entitled to submit a proposal.

• Marginal note:Circulation of proposal

  (2) A company shall attach any proposal of a shareholder or policyholder submitted for consideration at a meeting of shareholders and policyholders to the notice of the meeting.

• Marginal note:Proponent’s statement

  (3) If so requested by a shareholder or policyholder who submits a proposal to a company, the company shall attach to the notice of the meeting a statement by the shareholder or policyholder of not more than two hundred words in support of the proposal and the name and address of the shareholder or policyholder.

• Marginal note:Nominations for directors

  (4) A proposal may include nominations for the election of directors if the proposal is signed by

  • (a) one or more holders of shares representing in the aggregate not less than 5 per cent of the shares or 5 per cent of the shares of a class of shares of the company entitled to vote at the meeting to which the proposal is to be presented, in the case of nominations for the directors to be elected by shareholders; or

  • (b) at least two hundred and fifty policyholders who are entitled to vote at the meeting to which the proposal is to be presented, or one per cent of the total number of those policyholders, whichever is lesser, in the case of nominations for the directors to be elected by policyholders.

• Marginal note:Conditions precedent for proposals

  (5) A company is not required to comply with subsections (2) and (3) if

  • (a) the proposal is not submitted to the company at least ninety days before the anniversary date of the previous annual meeting of shareholders and policyholders;

  • (b) it clearly appears that the proposal is submitted by the shareholder or policyholder primarily for the purpose of enforcing a personal claim or redressing a personal grievance against the company or its directors, officers or security holders, or primarily for the purpose of promoting general economic, political, racial, religious, social or similar causes;

  • (c) the company, at the shareholder’s or policyholder’s request, attached a proposal to the notice of a meeting of shareholders or policyholders held within two years preceding the receipt of the request, and the shareholder or policyholder failed to present the proposal, in person or by proxy, at the meeting;

  • (d) substantially the same proposal was submitted to shareholders or policyholders in a dissident’s proxy circular relating to, or was attached to the notice of, a meeting of shareholders or policyholders held within two years preceding the receipt of the shareholder’s or policyholder’s request and the proposal was defeated;

  • (e) the rights conferred by subsections (1) to (4) are being abused to secure publicity;

  • (f) in the case of a proposal submitted by a policyholder that relates to business that is referred to in paragraph 143(1)(c), the proposal is not signed by at least five hundred policyholders entitled to vote at the meeting to which the proposal is to be presented, or one per cent of the total number of those policyholders, whichever is lesser;

  • (g) in the case of any other proposal submitted by a policyholder, the proposal is not signed by at least one hundred policyholders entitled to vote at the meeting to which the proposal is to be presented;

  • (h) in the case of a proposal submitted by a policyholder, the proposal

    • (i) relates to the management of the ordinary business and affairs of the company, or

    • (ii) would, if implemented, result in a change in the character or direction of the company that would have a material adverse effect on the ability of the company to meet the reasonable expectations of the company’s participating policyholders as to the net cost of their insurance; or

    • (iii) [Repealed, 1996, c. 6, s. 72]

  • (i) in the case of a proposal submitted by a policyholder or a shareholder of a mutual company, the proposal would result in the mutual company being converted into a company with common shares.

• Marginal note:Immunity for proposal and statement

  (6) No company or person acting on behalf of a company incurs any liability by reason only of circulating a proposal or statement in compliance with subsections (2) and (3).