An Act to amend certain Acts in relation to financial institutions (S.C. 2005, c. 54)
Full Document:
Assented to 2005-11-25
295. Subsections 415(3) and (4) of the Act are repealed.
296. Subsection 464(2) of the Act is replaced by the following:
Marginal note:Report of actuary
(2) The company’s actuary shall, in writing, report to the directors on the fairness to participating policyholders of a proposed dividend, bonus or other benefit and whether it is in accordance with the policy. The directors shall consider the actuary’s report before declaring the dividend, bonus or other benefit.
Marginal note:Generally accepted actuarial practice
(2.1) The report of the actuary referred to in subsection (2) 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.
297. The Act is amended by adding the following after section 464:
Adjustable Policies
Marginal note:Report of actuary
464.1 (1) The actuary of a company that has adjustable policyholders shall, annually and in writing, report to the directors on whether the changes that the company made in respect of its adjustable policies during the preceding 12 months are in accordance with the criteria established under paragraph 165(2)(e.2) and are fair to the adjustable policyholders.
Marginal note:Generally accepted actuarial practice
(1.1) The report of the actuary referred to in subsection (1) 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:Information to policyholder
(2) A company that made changes in respect of its adjustable policies during the preceding 12 months shall within the prescribed period send the prescribed information to the policyholder.
Marginal note:Information to policyholder — renewal
(3) In the case of the renewal of an adjustable policy, the company shall within the prescribed period send the prescribed information to the policyholder.
Marginal note:1997, c. 15, s. 286
298. Subsections 544(1) to (2.1) of the Act is replaced by the following:
Marginal note:Head office
544. (1) A society 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 — different province
(2) Despite anything contained in its incorporating instrument, any society may, by by-law passed and approved by the votes of at least two thirds of the members entitled to vote by the by-laws of the society who are present or represented at a special meeting duly called for considering the by-law, change the head office of the society from one province to another.
Marginal note:Change of head office — within a province
(2.1) The supreme governing body of a society may, by resolution passed and approved by at least two thirds of the votes cast at a meeting, change the address of the head office within the province specified in the society’s by-laws.
299. Paragraph 581(1)(c) of the Act is replaced by the following:
(c) established the province in which its chief agency will be situated,
300. Section 585 of the Act is replaced by the following:
Marginal note:Publication of list
585. The Superintendent shall cause to be published quarterly in the Canada Gazette a list of
(a) foreign companies;
(b) the classes of insurance specified in the orders of the Superintendent approving the insurance of risks by them;
(c) their chief agents; and
(d) the province in which their chief agencies are situated.
301. Section 587.1 of the Act is amended by adding the following after subsection (3):
Marginal note:Capital to be unimpaired
(4) The Minister may not approve a transaction under subsection (2) if the transaction would cause any foreign company that would be a party to it to be in contravention of any regulation referred to in subsection 608(1) or 609(1) or section 610 or of any order made under subsection 608(4) or 609(2).
Marginal note:Procedure
(5) The foreign company shall, at least 30 days before it applies for the Minister’s approval, publish a notice in the Canada Gazette and in a newspaper in general circulation in the place where its chief agency is situated stating the day on or after which it will apply.
Marginal note:Information
(6) If a foreign company publishes a notice, the Superintendent may direct it to provide its shareholders and policyholders with any information that the Superintendent may require.
Marginal note:Inspection
(7) If a foreign company publishes a notice, it shall make the agreement for the transaction that the Minister is asked to approve available at its chief agency for the inspection of its shareholders and policyholders for at least 30 days after the publication of the notice and shall provide a copy of the agreement to any shareholder or policyholder who requests one by writing to the chief agency of the foreign company.
Marginal note:Superintendent may shorten periods
(8) If the Superintendent is of the opinion that it is in the best interests of a group of policyholders affected by the transaction that the Minister is asked to approve, the Superintendent may shorten the periods of 30 days referred to in subsections (5) and (7).
302. (1) The portion of paragraph 634(2)(b) of the Act before subparagraph (ii) is replaced by the following:
(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,
(2) Section 634 of the Act is amended by adding the following after subsection (2):
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.
303. Subsection 656(1) of the Act is replaced by the following:
Marginal note:Application of other provisions
656. (1) Divisions XII to XIV of Part VI, other than subsection 330(2), Parts VIII to XI and Part XX apply to provincial companies.
Marginal note:1997, c. 15, s. 331; 2000, c. 12, s. 157; 2001, c. 9, s. 465
304. Section 706 of the Act is replaced by the following:
Marginal note:Authority of directors, officers and representatives
706. (1) No insurance holding company and no guarantor of an obligation of an insurance holding company may assert against a person dealing with the insurance holding company or against a person who has acquired rights from the insurance holding company that
(a) the insurance holding company’s incorporating instrument or any by-laws of the insurance holding company have not been complied with;
(b) the persons named as directors of the insurance holding company in the most recent return sent to the Superintendent under section 994 are not the directors of the insurance holding company;
(c) the place named in the incorporating instrument or by-laws of the insurance holding company is not the place where the head office of the insurance holding company is situated;
(d) a person held out by the insurance holding company as a director, officer or representative of the insurance holding company has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the insurance holding company or usual for a director, officer or representative; or
(e) a document issued by any director, officer or representative of the insurance holding company with actual or usual authority to issue the document is not valid or not genuine.
Marginal note:Exception — knowledge
(2) Subsection (1) does not apply in respect of a person who has or ought to have knowledge of a situation described in that subsection by virtue of their relationship to the insurance holding company.
Marginal note:2001, c. 9, s. 465
305. Paragraph 713(1)(b) of the Act is replaced by the following:
(b) the province in which the head office of the insurance holding company is to be situated; and
Marginal note:2001, c. 9, s. 465
306. Paragraph 738(b) of the Act is replaced by the following:
(b) the province in which the head office of the insurance holding company is situated.
Marginal note:2001, c. 9, s. 465
307. (1) Subsection 745(1) of the Act is replaced by the following:
Marginal note:Shares issued in series
745. (1) The by-laws of an insurance holding company may, subject to any limitations set out in them, authorize the issue of any class of shares in one or more series and may
(a) fix the maximum number of shares in each series and determine the designation, rights, privileges, restrictions and conditions attaching to them; and
(b) authorize the directors to do anything referred to in paragraph (a).
Marginal note:2001, c. 9, s. 465
(2) Subsection 745(5) of the Act is replaced by the following:
Marginal note:Material to Superintendent
(5) If the directors exercise their authority under paragraph (1)(b), the directors shall, before the issue of shares of the series, send to the Superintendent a copy of the by-law authorizing the directors to fix the rights, privileges, restrictions and conditions of those shares and shall provide the Superintendent with particulars of the proposed series of shares.
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