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

Marginal note:Transitional

• 866 (1) Despite any other provision of this Act or the regulations, the Minister may, by order, on the recommendation of the Superintendent, grant to an insurance holding company in respect of which letters patent were issued under subsection 863(1) permission to

  • (a) engage in a business activity specified in the order that the insurance holding company would not otherwise be permitted by this Act to engage in and that one or more of the amalgamating bodies corporate was engaging in at the time application for the letters patent was made;

  • (b) continue to have issued and outstanding debt obligations the issue of which is not authorized by this Act if the debt obligations were outstanding at the time the application for the letters patent was made;

  • (c) hold assets that the insurance holding company would not otherwise be permitted by this Act to hold, if the assets were held by one or more of the amalgamating bodies corporate at the time the application for the letters patent was made;

  • (d) acquire and hold assets that the insurance holding company would not otherwise be permitted by this Act to acquire or hold, if one or more of the amalgamating bodies corporate were obliged, at the time the application for the letters patent was made, to acquire those assets; and

  • (e) maintain outside Canada any records or registers required by this Act to be maintained in Canada.

• Marginal note:Duration of exceptions

  (2) The permission granted under subsection (1) shall be expressed to be granted for a period specified in the order not exceeding

  • (a) with respect to any matter described in paragraph (1)(a), thirty days after the date of issue of the letters patent or, where the activity is conducted pursuant to an agreement existing on the date of issue of the letters patent, the expiration of the agreement;

  • (b) with respect to any matter described in paragraph (1)(b), ten years; and

  • (c) with respect to any matter described in any of paragraphs (1)(c) to (e), two years.

• Marginal note:Renewal

  (3) Subject to subsection (4), the Minister, on the recommendation of the Superintendent, may by order renew a permission granted by order under subsection (1) with respect to any matter described in any of paragraphs (1)(b) to (d) for any further period or periods that the Minister considers necessary.

• Marginal note:Limitation

  (4) The Minister shall not grant to an insurance holding company any permission

  • (a) with respect to matters described in paragraph (1)(b), that purports to be effective more than ten years after the effective date of the letters patent of amalgamation issued to effect the amalgamation, unless the Minister is satisfied on the basis of evidence on oath provided by an officer of the insurance holding company that the insurance holding company will not be able at law to redeem at the end of the ten years the outstanding debt obligations to which the permission relates; and

  • (b) with respect to matters described in paragraphs (1)(c) and (d), that purports to be effective more than ten years after the effective date of the letters patent of amalgamation issued to effect the amalgamation.

Transfer of Business

Marginal note:Shareholder approval

• 867 (1) A sale, lease or exchange of all or substantially all the property of an insurance holding company requires the approval of the shareholders in accordance with subsections (2) to (7).

• Marginal note:Notice of meeting

  (2) A notice of a meeting of shareholders complying with sections 767 and 769 shall be sent in accordance with those sections to each shareholder and shall include or be accompanied by a copy or summary of the agreement of sale, lease or exchange.

• Marginal note:Shareholder approval

  (3) At the meeting referred to in the notice, the shareholders may authorize the sale, lease or exchange and may fix or authorize the directors to fix any of the sale’s, lease’s or exchange’s terms and conditions.

• Marginal note:Right to vote

  (4) Each share of the insurance holding company carries the right to vote in respect of the proposal whether or not the share otherwise carries the right to vote.

• Marginal note:Class vote

  (5) The holders of shares of a class or series of shares of the insurance holding company are entitled to vote separately as a class or series in respect of the proposal if the shares of the class or series are affected by the proposed transaction in a manner different from the shares of another class or series.

• Marginal note:Special resolution

  (6) For the purpose of subsection (1), the proposal is not approved unless the holders of the shares of each class or series of shares entitled to vote separately on the proposal have approved the proposal by special resolution.

• Marginal note:Abandoning transaction

  (7) Where a special resolution under subsection (6) approving a proposed transaction so states, the directors of an insurance holding company may, subject to the rights of third parties, abandon the transaction without further approval of the shareholders.

SUBDIVISION 5Head Office and Corporate Records

Marginal note:Head office

• 868 (1) An insurance holding company shall at all times have a head office in the province specified in its incorporating instrument or by-laws.

• Marginal note:Change of head office

  (2) The directors of an insurance holding company may change the address of the head office within the province specified in the incorporating instrument or by-laws.

• Marginal note:Notice of change of address

  (3) An insurance holding company shall send to the Superintendent, within fifteen days after any change of address of its head office, a notice of the change of address.

Marginal note:Insurance holding company records

• 869 (1) An insurance holding company shall prepare and maintain records containing

  • (a) its incorporating instrument and by-laws and all amendments to them;

  • (b) minutes of meetings and resolutions of shareholders;

  • (c) the information referred to in paragraphs 994(1)(a) and (c) to (g) contained in all returns provided to the Superintendent under section 994; and

  • (d) particulars of exceptions granted under section 725 or 866 that are from time to time applicable to the insurance holding company.

• Marginal note:Additional records

  (2) In addition to the records described in subsection (1), an insurance holding company shall prepare and maintain adequate

  • (a) corporate accounting records; and

  • (b) records containing minutes of meetings and resolutions of the directors and any committee thereof.

• Marginal note:Continued insurance holding companies

  (3) For the purposes of paragraph (1)(b) and subsection (2),

  • (a) in the case of a body corporate continued as an insurance holding company under this Part, records includes similar records required by law to be maintained by the body corporate before it was so continued; and

  • (b) in the case of a body corporate amalgamated and continued as an insurance holding company under this Part, records includes similar records required by law to be maintained by the body corporate before it was so amalgamated.

Marginal note:Place of records

• 870 (1) The records described in section 869 shall be kept at the head office of the insurance holding company or at such other place in Canada as the directors think fit.

• Marginal note:Exception

  (1.1) Subject to subsection 876(1.1), subsection (1) does not apply to an insurance holding company that is a subsidiary of a regulated foreign entity.

• Marginal note:Notice of place of records

  (2) Where any of the records described in section 869 are not kept at the head office of an insurance holding company, the insurance holding company shall notify the Superintendent of the place where the records are kept.

• Marginal note:Inspection

  (3) The records described in section 869 shall at all reasonable times be open to inspection by the directors.

• Marginal note:Access to insurance holding company records

  (4) Shareholders and creditors of an insurance holding company and their personal representatives may examine the records referred to in subsection 869(1) during the usual business hours of the insurance holding company and may take extracts from them free of charge or have copies of them made on payment of a reasonable fee. If the insurance holding company is a distributing insurance holding company, any other person may on payment of a reasonable fee examine those records during the usual business hours of the insurance holding company and take extracts from them or have copies of them made.

• Marginal note:Copies of by-laws for shareholders

  (5) Every shareholder of an insurance holding company is entitled, on request made not more often than once in each calendar year, to receive free of charge one copy of the by-laws of the insurance holding company.

• Marginal note:Electronic access

  (6) An insurance holding company may make the information contained in records referred to in subsection 869(1) available to persons by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing the records in intelligible written form within a reasonable time.

Marginal note:Shareholder lists

• 871 (1) A person who is entitled to a basic list of shareholders of an insurance holding company (in this section referred to as the “applicant”) may request the insurance holding company to furnish the applicant with a basic list within ten days after receipt by the insurance holding company of the affidavit referred to in subsection (2) and, on payment of a reasonable fee by the applicant, the insurance holding company shall comply with the request.

• Marginal note:Affidavit and contents

  (2) A request under subsection (1) must be accompanied by an affidavit containing

  • (a) the name and address of the applicant,

  • (b) the name and address for service of the entity, if the applicant is an entity, and

  • (c) an undertaking that the basic list and any supplemental lists obtained pursuant to subsections (5) and (6) will not be used except as permitted under section 873,

  and, if the applicant is an entity, the affidavit shall be made by a director or an officer of the entity, or any person acting in a similar capacity.

• Marginal note:Entitlement to list

  (3) A shareholder or creditor of an insurance holding company or their personal representative — or if the insurance holding company is a distributing insurance holding company, any person — is entitled to a basic list of shareholders of the insurance holding company.

• Marginal note:Basic list of shareholders

  (4) A basic list of shareholders of an insurance holding company consists of a list of shareholders that is made up to a date not more than ten days before the receipt of the affidavit referred to in subsection (2) and that sets out

  • (a) the names of the shareholders of the insurance holding company;

  • (b) the number of shares owned by each shareholder; and

  • (c) the address of each shareholder as shown in the records of the insurance holding company.

• Marginal note:Supplemental lists

  (5) A person requiring an insurance holding company to supply a basic list of shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the insurance holding company or its agent, on payment of a reasonable fee, to provide supplemental lists of shareholders setting out any changes from the basic list in the names and addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date to which the basic list is made up.

• Marginal note:When supplemental lists to be furnished

  (6) An insurance holding company or its agent shall provide a supplemental list of shareholders required under subsection (5)

  • (a) within ten days following the date the basic list is provided, where the information relates to changes that took place prior to that date; and

  • (b) within ten days following the day to which the supplemental list relates, where the information relates to changes that took place on or after the date the basic list was provided.

Marginal note:Option holders

872 A person requiring an insurance holding company to supply a basic list or a supplemental list of shareholders may also require the insurance holding company to include in that list the name and address of any known holder of an option or right to acquire shares of the insurance holding company.

Marginal note:Use of shareholder list

873 A list of shareholders obtained under section 871 shall not be used by any person except in connection with

• (a) an effort to influence the voting of shareholders of the insurance holding company;

• (b) an offer to acquire shares of the insurance holding company; or

• (c) any other matter relating to the affairs of the insurance holding company.

Marginal note:Form of records

• 874 (1) A register or other record required or authorized by this Part to be prepared and maintained by an insurance holding company

  • (a) may be in a bound or loose-leaf form or in a photographic film form; or

  • (b) may be entered or recorded by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time.

• Marginal note:Conversion of records

  (2) Registers and records maintained in one form may be converted to any other form.

• Marginal note:Destruction of converted records

  (3) Despite section 877, an insurance holding company may destroy any register or other record referred to in subsection (1) at any time after the register or other record has been converted to another form.

Marginal note:Protection of records

875 An insurance holding company and its agents shall take reasonable precautions to

• (a) prevent loss or destruction of,

• (b) prevent falsification of entries in,

• (c) facilitate detection and correction of inaccuracies in, and

• (d) ensure that unauthorized persons do not have access to or use of information in,

the registers and records required or authorized by this Part to be prepared and maintained.

Marginal note:Requirement to maintain copies and process information in Canada

• 876 (1) If the Superintendent is of the opinion that it is incompatible with the fulfilment of the Superintendent’s responsibilities under this Act for an insurance holding company to maintain, in another country, copies of records referred to in section 869 or of its central securities register or for an insurance holding company to process, in another country, information or data relating to the preparation and maintenance of those records or of its central securities register — or if the Superintendent is advised by the Minister that, in the opinion of the Minister, it is not in the national interest for an insurance holding company to do any of those activities in another country — the Superintendent shall direct the insurance holding company to not maintain those copies, or to not process the information or data, as the case may be, in that other country or to maintain those copies or to process the information or data only in Canada.

• Marginal note:Direction — immediate, direct, complete and ongoing access

  (1.1) Where an insurance holding company referred to in subsection 870(1.1) or 274(3) maintains records referred to in section 869 or the central securities register at a place outside Canada, the Superintendent may, in the case referred to in paragraph (a), and shall, in the case referred to in paragraph (b), by order, direct the insurance holding company to maintain a copy of those records or register at any place in Canada as the directors think fit

  • (a) if the Superintendent is of the opinion that he or she does not have immediate, direct, complete and ongoing access to those records or register; or

  • (b) if the Superintendent is advised by the Minister that the Minister is of the opinion that it is not in the national interest for the insurance holding company not to maintain a copy of those records or register at any place in Canada.

• Marginal note:Insurance holding company

  (2) An insurance holding company shall without delay comply with any order issued under subsection (1) or (1.1).