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An Act to amend certain Acts in relation to financial institutions (S.C. 2005, c. 54)

Assented to 2005-11-25

1991, c. 47INSURANCE COMPANIES ACT

  • 244. (1) Subsection 165(2) of the Act is amended by adding the following after paragraph (e):

    • (e.1) establish a policy respecting the management of each of the participating accounts maintained under section 456,

      • (i) if the company has participating policyholders on the day on which this paragraph comes into force, within six months after that day, and

      • (ii) in any other case, before issuing a participating policy;

    • (e.2) establish criteria for changes made by the company to the premium or charge for insurance, amount of insurance or surrender value in respect of its adjustable policies,

      • (i) if the company has adjustable policyholders on the day on which this paragraph comes into force, within six months after that day, and

      • (ii) in any other case, before issuing an adjustable policy;

  • (2) Subsections 165(4) and (5) of the Act are replaced by the following:

    • Marginal note:Report of actuary — par. (2)(e)

      (3.1) The company’s actuary shall report to the directors in writing on the fairness to participating policyholders of any policy to be established or amended under paragraph (2)(e) and report at least once during each financial year on its continuing fairness. In the case of a policy established before the day on which this subsection comes into force, the actuary shall within six months after that day report on its fairness to participating policyholders and report at least once during each financial year on its continuing fairness.

    • Marginal note:Report of actuary — par. (2)(e.1)

      (3.2) The company’s actuary shall report to the directors in writing on the fairness to participating policyholders of any policy to be established or amended under paragraph (2)(e.1) and report at least once during each financial year on its continuing fairness.

    • Marginal note:Report of actuary — par. (2)(e.2)

      (3.3) The company’s actuary shall report to the directors in writing on the fairness to adjustable policyholders of the criteria to be established or amended under paragraph (2)(e.2) and report at least once during each financial year on their continuing fairness.

    • Marginal note:Consideration of reports

      (3.4) The directors shall consider the report prepared under subsection (3.1), (3.2) or (3.3) before establishing or amending a policy under paragraph (2)(e) or (e.1) or the criteria under paragraph (2)(e.2), as the case may be.

    • Marginal note:Generally accepted actuarial practice

      (3.5) The report of the actuary referred to in subsections (3.1) to (3.3) shall be prepared in accordance with generally accepted actuarial practice with such changes as may be determined by the Superintendent and any additional directions that may be made by the Superintendent.

    • Marginal note:Copy to Superintendent

      (4) The company shall, within 30 days after a policy is established or amended under paragraph (2)(e) or (e.1) or criteria are established or amended under paragraph (2)(e.2), send a copy to the Superintendent.

    • Marginal note:Access to policies

      (4.1) The company shall on request and free of charge send a copy of a policy established or amended under paragraph (2)(e) or (e.1) to a shareholder or participating policyholder and on payment of a reasonable fee to any other person.

    • Marginal note:Access to criteria

      (4.2) The company shall on request and free of charge send a copy of the criteria referred to in paragraph (2)(e.2) to an adjustable policyholder and on payment of a reasonable fee to any other person.

    • Marginal note:Regulations

      (5) The Governor in Council may make regulations respecting the content of the policies established under paragraphs (2)(e) and (e.1) and of the criteria established under paragraph (2)(e.2).

245. The Act is amended by adding the following after section 173:

Marginal note:Election or appointment as director

173.1 The election or appointment of a person as a director is subject to the following conditions:

  • (a) the person was present at the meeting when the election or appointment took place and did not refuse to hold office as a director; or

  • (b) the person was not present at the meeting when the election or appointment took place but

    • (i) consented in writing to hold office as a director before the election or appointment or within 10 days after it, or

    • (ii) acted as a director after the election or appointment.

246. Paragraphs 176(1)(g) and (h) of the Act are replaced by the following:

  • (g) a director elected by cumulative voting may be removed from office only if the number of votes cast in favour of a motion to remove the director is greater than the product of the number of directors required by the by-laws to be elected by cumulative voting and the number of votes cast against the motion; and

  • (h) the number of directors required by the by-laws to be elected by cumulative voting may be decreased only if the number of votes cast in favour of a motion to decrease the number of directors is greater than the product of the number of directors required by the by-laws to be elected by cumulative voting and the number of votes cast against the motion.

247. Subsection 185(1) of the Act is replaced by the following:

Marginal note:Directors filling vacancy

  • 185. (1) Despite section 192 but subject to subsection (2) and sections 184, 186 and 187, a quorum of directors may fill a vacancy among the directors except a vacancy resulting from a change in the by-laws by which the number or the minimum or maximum number of directors is increased or from a failure to elect the number or minimum number of directors provided for in the by-laws.

248. Paragraph 186(a) of the Act is replaced by the following:

  • (a) the remaining shareholders’ directors or policyholders’ directors, as the case may be, may fill the vacancy except one resulting from an increase in the number or the minimum or maximum number — or from a failure to elect the number or minimum number — of shareholders’ directors or policyholders’ directors provided for in the by-laws;

249. Paragraph 187(a) of the Act is replaced by the following:

  • (a) the remaining directors elected by the holders of that class or series of shares may fill the vacancy except one resulting from an increase in the number or the minimum or maximum number of directors for that class or series or from a failure to elect the number or minimum number of directors provided for in the by-laws for that class or series;

250. Subsection 191(3) of the Act is replaced by the following:

  • Marginal note:Director continues to be present

    (3) A director who is present at a meeting of directors or of a committee of directors but is not, in accordance with subsection 212(1), present at any particular time during the meeting is considered to be present for the purposes of this section.

251. Section 193.1 of the Act is amended by adding the following after subsection (4):

  • 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.

252. Paragraphs 207(b) and (c) of the Act are replaced by the following:

  • (b) fill a vacancy among the directors, on a committee of directors or in the office of auditor or actuary, or appoint additional directors;

  • (c) issue or cause to be issued securities, including an issue of shares of a series that is authorized in accordance with section 66, except in accordance with any authorization made by the directors;

253. Section 211 of the Act is replaced by the following:

Marginal note:Disclosure of interest

  • 211. (1) A director or officer of a company shall disclose to the company, in writing or by requesting to have it entered in the minutes of a meeting of directors or a meeting of a committee of directors, the nature and extent of any interest they have in a material contract or material transaction with the company, whether entered into or proposed, if they

    • (a) are a party to the contract or transaction;

    • (b) are a director or officer of a party to the contract or transaction or a person acting in a similar capacity; or

    • (c) have a material interest in a party to the contract or transaction.

  • Marginal note:Time of disclosure — director

    (2) The disclosure shall be made in the case of a director

    • (a) at the meeting of directors, or of a committee of directors, at which the proposed contract or transaction is first considered;

    • (b) if at the time of the meeting referred to in paragraph (a) the director was not interested in the proposed contract or transaction, at the first one after they become interested in it;

    • (c) if the director becomes interested after a contract or transaction is entered into, at the first one after they become interested; or

    • (d) if a person who is interested in a contract or transaction becomes a director, at the first one after they become a director.

  • Marginal note:Time of disclosure — officer

    (3) The disclosure shall be made in the case of an officer who is not a director

    • (a) immediately after they become aware that the contract, transaction, proposed contract or proposed transaction is to be considered or has been considered at a meeting of directors or of a committee of directors;

    • (b) if they become interested after the contract or transaction is entered into, immediately after they become interested; or

    • (c) if a person who is interested in a contract or transaction becomes an officer, immediately after they become an officer.

  • Marginal note:Time of disclosure — contract not requiring approval

    (4) If the material contract or material transaction, whether entered into or proposed, is one that in the ordinary course of the company’s business would not require approval by the directors, shareholders or policyholders, the director or officer shall disclose to the company, in writing or by requesting to have it entered in the minutes of a meeting of directors or of a committee of directors, the nature and extent of their interest immediately after they become aware of the contract or transaction.

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