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

Act current to 2021-10-07 and last amended on 2021-06-30. Previous Versions

PART XIIIForeign Companies (continued)

Actuaries (continued)

Qualified Privilege

Marginal note:Qualified privilege for statements

  •  (1) Any oral or written statement or report made under this Act by the actuary or former actuary of a foreign company has qualified privilege.

  • Marginal note:No civil liability

    (2) The actuary or a former actuary of a foreign company who in good faith makes an oral or written statement under subsection 627(1) or section 631 shall not be liable in any civil action seeking indemnification for damages attributable to the actuary or former actuary having made the statement or report.

Auditors

Interpretation

Marginal note:Definitions

 In sections 634 to 643, the expressions firm of accountants and member have the meanings assigned to those expressions by section 336.

  • 2007, c. 6, s. 294

Appointment

Marginal note:Appointment of auditor

  •  (1) A foreign company shall appoint an auditor for its insurance business in Canada.

  • Marginal note:Notice of appointment

    (2) A foreign company shall, forthwith after the appointment of the auditor of the foreign company, notify the Superintendent in writing of the appointment.

Qualifications

Marginal note:Qualification of auditor

  •  (1) A natural person or firm of accountants is qualified to be an auditor of a foreign company if

    • (a) in the case of a natural person, the person is an accountant who

      • (i) is a member in good standing of an institute or association of accountants incorporated by or under an Act of the legislature of a province,

      • (ii) has at least five years experience at a senior level in performing audits of a financial institution,

      • (iii) is ordinarily resident in Canada, and

      • (iv) is independent of the foreign company and its chief agent; and

    • (b) in the case of a firm of accountants, the member of the firm jointly designated by the firm and the foreign company to conduct the audit of the foreign company on behalf of the firm is qualified in accordance with paragraph (a).

  • Marginal note:Independence

    (2) For the purposes of subsection (1),

    • (a) independence is a question of fact; and

    • (b) a person is deemed not to be independent of a foreign company if that person, a business partner of that person or a firm of accountants of which that person is a member

      • (i) is a business partner, director, officer or employee of the foreign company or of any affiliate of the foreign company or is a business partner of any director, officer or employee of the foreign company or of any affiliate of the foreign company,

      • (ii) beneficially owns or controls, directly or indirectly, a material interest in the shares of the foreign company or of any affiliate of the foreign company, or

      • (iii) has been a liquidator, trustee in bankruptcy, receiver or receiver and manager of any affiliate of the foreign company within the two years immediately preceding the person’s proposed appointment as auditor of the foreign company.

  • Marginal note:Business partners

    (2.1) For the purposes of subsection (2),

    • (a) in the case of the appointment of a natural person as the auditor of a foreign company, a business partner of the person includes a shareholder of the business partner; and

    • (b) in the case of the appointment of a firm of accountants as the auditor of a foreign company, a business partner of a member of the firm includes another member of the firm and a shareholder of the firm or of a business partner of the member.

  • Marginal note:Notice of designation

    (3) Within 15 days after the appointment of a firm of accountants as auditor of a foreign company, the foreign company and the firm of accountants shall jointly designate a member of the firm who meets the qualifications described in subsection (1) to conduct the audit of the foreign company on behalf of the firm and the foreign company shall without delay notify the Superintendent in writing of the designation.

  • Marginal note:New designation

    (4) Where for any reason a member of a firm of accountants designated pursuant to subsection (3) ceases to conduct the audit of the foreign company, the foreign company and the firm of accountants may jointly designate another member of the same firm of accountants who meets the qualifications described in subsection (1) to conduct the audit of the foreign company and the foreign company shall forthwith notify the Superintendent in writing of the designation.

  • Marginal note:Deemed vacancy

    (5) In any case where subsection (4) applies and a designation is not made pursuant to that subsection within thirty days after the designated member ceases to conduct the audit of the foreign company, there shall be deemed to be a vacancy in the office of auditor of the foreign company.

  • 1991, c. 47, s. 634
  • 2005, c. 54, s. 302
  • 2007, c. 6, s. 295(E)

Marginal note:Duty to resign

  •  (1) An auditor who ceases to be qualified under section 634 shall resign forthwith after the auditor, where the auditor is a natural person, or any member of the firm of accountants, where the auditor is a firm of accountants, becomes aware that the auditor or the firm has ceased to be so qualified.

  • Marginal note:Disqualification order

    (2) Any interested person may apply to a court for an order declaring that an auditor of a foreign company has ceased to be qualified under section 634 and declaring the office of auditor to be vacant.

Vacancies

Marginal note:Revocation of appointment

  •  (1) A foreign company may revoke the appointment of an auditor of the foreign company.

  • Marginal note:Idem

    (2) The Superintendent may at any time revoke the appointment of an auditor made under subsection (3) or section 633 or 638 by notice in writing signed by the Superintendent and sent by registered mail to the auditor and to the chief agent of the foreign company addressed to the usual place of business of the auditor and the chief agent.

  • Marginal note:Filling vacancy

    (3) A vacancy created by the revocation of the appointment of an auditor under subsection (1) shall be filled by the foreign company under section 638.

Marginal note:Ceasing to hold office

  •  (1) An auditor of a foreign company ceases to hold office when

    • (a) the auditor resigns;

    • (b) the auditor, where the auditor is a natural person, dies; or

    • (c) the appointment of the auditor is revoked by the foreign company or the Superintendent.

  • Marginal note:Effective date of resignation

    (2) The resignation of an auditor becomes effective at the time a written resignation is sent to the foreign company or at the time specified in the resignation, whichever is later.

Marginal note:Filling vacancy

  •  (1) Where a vacancy occurs in the office of auditor of a foreign company, the foreign company shall forthwith fill the vacancy.

  • Marginal note:Where Superintendent may fill vacancy

    (2) Where the foreign company fails to fill a vacancy in accordance with subsection (1), the Superintendent may fill the vacancy.

  • Marginal note:Designation of member of firm

    (3) Where the Superintendent has, pursuant to subsection (2), appointed a firm of accountants to fill a vacancy, the Superintendent shall designate the member of the firm who is to conduct the audit on behalf of the firm.

Marginal note:Statement of auditor

 An auditor of a foreign company who

  • (a) resigns, or

  • (b) receives a notice or otherwise learns that another person is to be appointed in the auditor’s stead, whether because of the auditor’s resignation or revocation of appointment,

shall submit to the chief agent of the foreign company and the Superintendent a written statement giving the reasons for the resignation or the reasons why the auditor opposes any proposed action.

Marginal note:Duty of replacement auditor

  •  (1) Where an auditor of a foreign company has resigned or the appointment of an auditor has been revoked, no person or firm shall accept an appointment or consent to be appointed as auditor of the foreign company until the person or firm has requested and received from the other auditor a written statement of the circumstances and reasons why the other auditor resigned or why, in the other auditor’s opinion, the other auditor’s appointment was revoked.

  • Marginal note:Exception

    (2) Notwithstanding subsection (1), a person or firm may accept an appointment or consent to be appointed as auditor of a foreign company if, within fifteen days after a request under that subsection is made, no reply from the other auditor is received.

  • Marginal note:Effect of non-compliance

    (3) Unless subsection (2) applies, an appointment as auditor of a foreign company is void if subsection (1) has not been complied with.

 
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