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

Marginal note:Presence of unaffiliated director

• 192.1 (1) The directors of a company shall not transact business at a meeting of directors unless at least one of the directors who is not affiliated with the company is present.

• Marginal note:Exception

  (2) Despite subsection (1), the directors of a company may transact business at a meeting of directors if a director who is not affiliated with the company and who is not able to be present approves, in writing or by telephonic, electronic or other communications facilities, the business transacted at the meeting.

• Marginal note:Exception

  (3) Subsection (1) does not apply if all the voting shares of the company, other than directors’ qualifying shares, if any, are beneficially owned by a Canadian financial institution incorporated by or under an Act of Parliament.

Marginal note:Electronic meeting

• 193 (1) Subject to the by-laws of a company, a meeting of directors or of a committee of directors may be held by means of such telephonic, electronic or other communications facilities as permit all persons participating in the meeting to communicate adequately with each other during the meeting.

• Marginal note:Deemed present

  (2) A director participating in a meeting by any means referred to in subsection (1) is deemed for the purposes of this Act to be present at that meeting.

Marginal note:Resolution outside board meeting

• 193.1 (1) A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of directors is as valid as if it had been passed at a meeting of directors.

• Marginal note:Filing directors’ resolution

  (2) A copy of the resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the directors.

• Marginal note:Resolution outside committee meeting

  (3) A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of a committee of directors, other than a resolution of the audit committee in carrying out its duties under subsection 203(3) or a resolution of the conduct review committee in carrying out its duties under subsection 204(3), is as valid as if it had been passed at a meeting of that committee.

• Marginal note:Filing committee resolution

  (4) A copy of the resolution referred to in subsection (3) shall be kept with the minutes of the proceedings of that committee.

• Marginal note:Evidence

  (5) Unless a ballot is demanded, an entry in the minutes of a meeting that the chairperson declared a resolution to be carried or defeated is in the absence of evidence to the contrary proof of that fact without proof of the number or proportion of votes recorded in favour of or against the resolution.

Marginal note:Dissent of director

• 194 (1) A director of a company who is present at a meeting of directors or a committee of directors is deemed to have consented to any resolution passed or action taken at that meeting unless

  • (a) the director requests that the director’s dissent be entered or the director’s dissent is entered in the minutes of the meeting;

  • (b) the director sends a written dissent to the secretary of the meeting before the meeting is adjourned; or

  • (c) the director sends the director’s dissent by registered mail or delivers it to the head office of the company immediately after the meeting is adjourned.

• Marginal note:Loss of right to dissent

  (2) A director of a company who votes for or consents to a resolution is not entitled to dissent under subsection (1).

• Marginal note:Dissent of absent director

  (3) A director of a company who is not present at a meeting at which a resolution is passed or action taken is deemed to have consented thereto unless, within seven days after the director becomes aware of the resolution, the director

  • (a) causes the director’s dissent to be placed with the minutes of the meeting; or

  • (b) sends the director’s dissent by registered mail or delivers it to the head office of the company.

Marginal note:Record of attendance

• 195 (1) A company shall keep a record of the attendance at each meeting of directors and each committee meeting of directors.

• Marginal note:Statement to shareholders and policyholders

  (2) A company shall attach to the notice of each annual meeting it sends to its shareholders and policyholders a statement showing, in respect of the financial year immediately preceding the meeting, the total number of directors’ meetings and directors’ committee meetings held during the financial year and the number of those meetings attended by each director.

Marginal note:Meeting required by Superintendent

• 196 (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

• 197 (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 and policyholder 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 and policyholders at the next meeting of shareholders and policyholders, and the shareholders and policyholders may, by resolution, confirm or amend the by-law, amendment or repeal.

• Marginal note:Separate vote

  (2.1) If a by-law made, amended or repealed under subsection (1) deals with the quorum of policyholders at a meeting of shareholders and policyholders, the policyholders who are entitled to vote on a resolution to confirm or amend the by-law, amendment or repeal are entitled to vote on it separately from the shareholders.

• 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 and policyholders under subsection (2) or (2.1) 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 or policyholder approval

  (4) If a by-law, or an amendment to or a repeal of a by-law, is rejected by the shareholders and policyholders, or is not submitted to the shareholders and policyholders 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 and policyholders, 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 and policyholders.

Marginal note:Shareholder or policyholder proposal of by-law

198 A shareholder or policyholder entitled to vote at an annual meeting of shareholders and policyholders may, in accordance with sections 147 and 148, make a proposal to make, amend or repeal a by-law.

Marginal note:By-laws of former-Act company

• 199 (1) Subject to section 200, 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:Unconfirmed by-laws

  (2) A by-law made by the directors of a company under section 23 of the Canadian and British Insurance Companies Act, as that section read immediately before the coming into force of this section, and not confirmed at a general or annual meeting of the company in accordance with section 24 of that Act 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 and policyholders following the coming into force of this section.

• Marginal note:Shareholder and policyholder approval

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

• Marginal note:Application of ss. 197(3) and (4) and 198

  (4) Subsections 197(3) and (4) and section 198 apply in respect of a by-law referred to in this section as if it were a by-law made under section 197.

Marginal note:Resolutions re remuneration

• 200 (1) 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 shareholders or policyholders of the company that was passed pursuant to subsection 135(1) of the Canadian and British Insurance Companies Act, that resolution continues to have effect, unless it is contrary to the provisions of this Act, until the first meeting of the shareholders and policyholders following the coming into force of this section.

• Marginal note:Existing resolutions

  (2) 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 and policyholders following the coming into force of this section.

Marginal note:Deemed by-laws

• 201 (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 197 and 198 amends or repeals any matter referred to in subsection (1), the by-law prevails.

Committees of the Board

Marginal note:Committees

202 The directors of a company may appoint from their number, in addition to the committees referred to in subsection 165(2), such other committees as they deem necessary and, subject to section 207, 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

• 203 (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;

  • (f) meet with the actuary of the company to discuss the parts of the annual statement and the annual return filed under section 665 prepared by the actuary; and

  • (g) 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.

Marginal note:Conduct review committee

• 204 (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 an insurance holding company or a bank holding company that is widely held has a significant interest in any class of shares of the company,

    • (i) establish policies for entering into transactions referred to in subsection 528.1(1), and

    • (ii) review transactions referred to in subsection 528.3(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).

Directors and Officers — Authority

Marginal note:Chief executive officer

205 The directors of a company shall appoint from their number a chief executive officer who must be ordinarily resident in Canada and, subject to section 207, may delegate to that officer any of the powers of the directors.