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

Act current to 2019-11-19 and last amended on 2019-06-17. Previous Versions

PART XIIRegulation of Companies — Superintendent (continued)

Supervision (continued)

Returns (continued)

Marginal note:No waiver

  •  (1) For greater certainty, the disclosure by a company — or by a person who controls a company or by an entity that is affiliated with a company — to the Superintendent of any information that is subject to a privilege under the law of evidence, solicitor-client privilege or the professional secrecy of advocates and notaries or to litigation privilege does not constitute a waiver of any of those privileges or that secrecy.

  • Marginal note:No disclosure

    (2) The Superintendent shall not disclose any information referred to in subsection (1) to any person whose powers, duties or functions include

    • (a) the investigation or prosecution of an offence under any Act of Parliament or of the legislature of a province; or

    • (b) the investigation of, or conduct of proceedings in respect of, a violation under an Act referred to in paragraph (a).

  • 2018, c. 27, s. 168

Marginal note:Disclosure by Superintendent

  •  (1) The Superintendent shall disclose at such times and in such manner as the Minister may determine, such information obtained by the Superintendent under this Act as the Minister considers ought to be disclosed for the purposes of the analysis of the financial condition of a company and that

    • (a) is contained in returns filed pursuant to the Superintendent’s financial regulatory reporting requirements in respect of companies; or

    • (b) has been obtained as a result of an industry-wide or sectoral survey conducted by the Superintendent in relation to an issue or circumstances that could have an impact on the financial condition of companies.

  • Marginal note:Prior consultation required

    (2) The Minister shall consult with the Superintendent before making any determination under subsection (1).

  • 1996, c. 6, s. 124

Marginal note:Disclosure by a company

  •  (1) A company shall make available to the public such information concerning

    • (a) the compensation of its executives, as that expression is defined by the regulations, and

    • (b) its business and affairs for the purpose of the analysis of its financial condition,

    in such form and manner and at such times as may be required by or pursuant to such regulations as the Governor in Council may make for the purpose.

  • Marginal note:Exemption by regulation

    (2) Paragraph (1)(a) does not apply to a company that is within such class or classes of companies as may be prescribed.

  • 1996, c. 6, s. 124

Marginal note:Exceptions to disclosure

 Subject to any regulations made under section 444, no information obtained by a company regarding any of its customers shall be disclosed or made available under subsection 504.1(1) or section 504.2.

  • 1996, c. 6, s. 124

Marginal note:Report respecting disclosure

 The Superintendent shall prepare a report, to be included in the report referred to in section 40 of the Office of the Superintendent of Financial Institutions Act, respecting the disclosure of information by companies and describing the state of progress made in enhancing the disclosure of information in the financial services industry.

  • 1996, c. 6, s. 124
  • 2001, c. 9, s. 558

Inspection of Companies

Marginal note:Examination of companies

  •  (1) The Superintendent, from time to time, but at least once in each calendar year, shall make or cause to be made any examination and inquiry into the business and affairs of each company that the Superintendent considers to be necessary or expedient to determine whether the company is complying with the provisions of this Act and whether the company is in a sound financial condition and, after the conclusion of each examination and inquiry, shall report on it to the Minister.

  • Marginal note:Access to records of company

    (2) The Superintendent or a person acting under the Superintendent’s direction

    • (a) has a right of access to any records, cash, assets and security held by or on behalf of a company; and

    • (b) may require the directors, officers and auditor of a company to provide information and explanations, to the extent that they are reasonably able to do so, in respect of the condition and affairs of the company or any entity in which the company has a substantial investment.

  • 1991, c. 45, s. 505
  • 2001, c. 9, s. 559
  • 2012, c. 5, s. 180

Marginal note:Power of Superintendent on inquiry

 The Superintendent has all the powers of a person appointed as a commissioner under Part II of the Inquiries Act for the purpose of obtaining evidence under oath, and may delegate those powers to any person acting under the Superintendent’s direction.

Remedial Powers

Prudential Agreements

Marginal note:Prudential agreement

 The Superintendent may enter into an agreement, called a “prudential agreement”, with a company for the purposes of implementing any measure designed to maintain or improve its safety and soundness.

  • 2001, c. 9, s. 560

Directions of Compliance

Marginal note:Superintendent’s directions to company

  •  (1) Where, in the opinion of the Superintendent, a company, or a person with respect to a company, is committing, or is about to commit, an act that is an unsafe or unsound practice in conducting the business of the company, or is pursuing or is about to pursue any course of conduct that is an unsafe or unsound practice in conducting the business of the company, the Superintendent may direct the company or person to

    • (a) cease or refrain from committing the act or pursuing the course of conduct; and

    • (b) perform such acts as in the opinion of the Superintendent are necessary to remedy the situation.

  • Marginal note:Opportunity for representations

    (2) Subject to subsection (3), no direction shall be issued to a company or person under subsection (1) unless the company or person is provided with a reasonable opportunity to make representations in respect of the matter.

  • Marginal note:Temporary direction

    (3) Where, in the opinion of the Superintendent, the length of time required for representations to be made under subsection (2) might be prejudicial to the public interest, the Superintendent may make a temporary direction with respect to the matters referred to in paragraphs (1)(a) and (b) having effect for a period of not more than fifteen days.

  • Marginal note:Idem

    (4) Subject to section 508, a temporary direction under subsection (3) continues to have effect after the expiration of the fifteen day period referred to in that subsection if no representations are made to the Superintendent within that period or, if representations have been made, the Superintendent notifies the company or person that the Superintendent is not satisfied that there are sufficient grounds for revoking the direction.

 [Repealed, 1996, c. 6, s. 125]

Marginal note:Court enforcement

  •  (1) Where a company or person

    • (a) is contravening or has failed to comply with a prudential agreement entered into under section 506.1 or a direction of the Superintendent issued to the company or person pursuant to subsection 507(1) or (3),

    • (b) is contravening this Act, or

    • (c) has omitted to do any thing under this Act that is required to be done by or on the part of the company or person,

    the Superintendent may, in addition to any other action that may be taken under this Act, apply to a court for an order requiring the company or person to comply with the prudential agreement or direction, cease the contravention or do any thing that is required to be done, and on such application the court may so order and make any other order it thinks fit.

  • Marginal note:Appeal

    (2) An appeal from a decision of a court under subsection (1) lies in the same manner, and to the same court, as an appeal from any other order of the court.

  • 1991, c. 45, s. 509
  • 2001, c. 9, s. 561

Disqualification and Removal of Directors or Senior Officers

Meaning of senior officer

 In sections 509.1 and 509.2, senior officer means the chief executive officer, secretary, treasurer or controller of a company or any other officer reporting directly to the company’s board of directors or chief executive officer.

  • 2001, c. 9, s. 562
 
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