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Trust and Loan Companies Act (S.C. 1991, c. 45)

Act current to 2019-07-01 and last amended on 2019-06-17. Previous Versions

PART VICorporate Governance (continued)

Directors and Officers (continued)

Meetings of the Board (continued)

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 a company to hold a meeting of directors of the 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).

By-laws

Marginal note:By-laws

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

Marginal note:Shareholder proposal of by-law

 A shareholder entitled to vote at an annual meeting of shareholders may, in accordance with sections 146 and 147, make a proposal to make, amend or repeal a by-law.

Marginal note:By-laws of former-Act company

 Subject to section 195, where a by-law of a former-Act company is in effect on the coming into force of this section, the by-law continues in effect until amended or repealed, unless it is contrary to a provision of this Act.

Marginal note:By-laws re remuneration

  •  (1) A by-law of a company respecting the remuneration of the directors of the company, as directors, that is in effect on the coming into force of this section ceases to have effect on the day on which the first annual meeting is held following the coming into force of this section.

  • Marginal note:Existing by-laws

    (2) A by-law made by the directors of a company under section 29 of the Trust Companies Act or section 29 of the Loan Companies Act as that section read immediately before the coming into force of this section, and not confirmed by the shareholders of the company in accordance with that section on or before the coming into force of this section, continues to have effect, unless it is contrary to the provisions of this Act, until the first meeting of the shareholders following the coming into force of this section.

  • Marginal note:Shareholder approval

    (3) A by-law referred to in subsection (2) shall be submitted to the shareholders at the first meeting of shareholders following the coming into force of this section.

  • Marginal note:Existing resolutions

    (4) Where the remuneration of directors of a former-Act company was, immediately prior to the coming into force of this section, fixed by a resolution of the directors, that resolution continues to have effect, unless it is contrary to the provisions of this Act, until the first meeting of the shareholders following the coming into force of this section.

  • Marginal note:Application of ss. 192(3) and (4) and 193

    (5) Subsections 192(3) and (4) and section 193 apply in respect of a by-law referred to in this section as if it were a by-law made under section 192.

Marginal note:Deemed by-laws

  •  (1) Any matter provided for in the incorporating instrument of a former-Act company on the coming into force of this section or of a body corporate continued as a company under this Act at the time of continuance that, under this Act, would be provided for in the by-laws of a company is deemed to be provided for in the by-laws of the company.

  • Marginal note:By-law prevails

    (2) Where a by-law of the company made in accordance with sections 192 and 193 amends or repeals any matter referred to in subsection (1), the by-law prevails.

Committees of the Board

Marginal note:Committees

 The directors of a company may appoint from their number, in addition to the committees referred to in subsection 161(2), such other committees as they deem necessary and, subject to section 202, delegate to those committees such powers of the directors, and assign to those committees such duties, as the directors consider appropriate.

Marginal note:Audit committee

  •  (1) The audit committee of a company shall consist of at least three directors.

  • Marginal note:Membership

    (2) A majority of the members of the audit committee must consist of directors who are not persons affiliated with the company and none of the members of the audit committee may be officers or employees of the company or a subsidiary of the company.

  • Marginal note:Duties of audit committee

    (3) The audit committee of a company shall

    • (a) review the annual statement of the company before the annual statement is approved by the directors;

    • (b) review such returns of the company as the Superintendent may specify;

    • (c) require the management of the company to implement and maintain appropriate internal control procedures;

    • (c.1) review, evaluate and approve those procedures;

    • (d) review such investments and transactions that could adversely affect the well-being of the company as the auditor or any officer of the company may bring to the attention of the committee;

    • (e) meet with the auditor to discuss the annual statement and the returns and transactions referred to in this subsection; and

    • (f) meet with the chief internal auditor of the company, or the officer or employee of the company acting in a similar capacity, and with management of the company, to discuss the effectiveness of the internal control procedures established for the company.

  • Marginal note:Report

    (4) In the case of the annual statement and returns of a company that under this Act must be approved by the directors of the company, the audit committee of the company shall report thereon to the directors before the approval is given.

  • Marginal note:Required meeting of directors

    (5) The audit committee of a company may call a meeting of the directors of the company to consider any matter of concern to the committee.

  • 1991, c. 45, s. 198
  • 1997, c. 15, s. 360

Marginal note:Conduct review committee

  •  (1) The conduct review committee of a company shall consist of at least three directors.

  • Marginal note:Membership

    (2) A majority of the members of the conduct review committee of a company must consist of directors who are not persons affiliated with the company and none of the members of the conduct review committee may be officers or employees of the company or a subsidiary of the company.

  • Marginal note:Duties of conduct review committee

    (3) The conduct review committee of a company shall

    • (a) require the management of the company to establish procedures for complying with Part XI;

    • (b) review those procedures and their effectiveness in ensuring that the company is complying with Part XI;

    • (b.1) if a widely held bank holding company or a widely held insurance holding company has a significant interest in any class of shares of the company,

      • (i) establish policies for entering into transactions referred to in subsection 483.1(1), and

      • (ii) review transactions referred to in subsection 483.3(1); and

    • (c) review the practices of the company to ensure that any transactions with related parties of the company that may have a material effect on the stability or solvency of the company are identified.

  • Marginal note:Company report to Superintendent

    (4) A company shall report to the Superintendent on the mandate and responsibilities of the conduct review committee and the procedures referred to in paragraph (3)(a).

  • Marginal note:Committee report to directors

    (5) After each meeting of the conduct review committee of a company, the committee shall report to the directors of the company on matters reviewed by the committee.

  • Marginal note:Directors’ report to Superintendent

    (6) Within ninety days after the end of each financial year, the directors of a company shall report to the Superintendent on what the conduct review committee did during the year in carrying out its responsibilities under subsection (3).

  • 1991, c. 45, s. 199
  • 1997, c. 15, s. 361
  • 2001, c. 9, s. 502
 
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