An Act to amend certain Acts in relation to financial institutions (S.C. 2005, c. 54)
Full Document:
Assented to 2005-11-25
Marginal note:2001, c. 9, s. 465
308. Subsection 749(3) of the Act is replaced by the following:
Marginal note:Exception
(3) Despite subsection (2), an insurance holding company may, subject to subsection (4), record in the stated capital account maintained for the shares of a class or series any part of the consideration it receives in an exchange if it issues shares
(a) in exchange for
(i) property of a person who immediately before the exchange did not deal with the insurance holding company at arm’s length within the meaning of that expression in the Income Tax Act,
(ii) shares of or another interest in a body corporate that immediately before the exchange or because of it did not deal with the insurance holding company at arm’s length within the meaning of that expression in the Income Tax Act, or
(iii) property of a person who immediately before the exchange dealt with the insurance holding company at arm’s length within the meaning of that expression in the Income Tax Act if the person, the insurance holding company and all of the holders of shares in the class or series of shares so issued consent to the exchange;
(b) under an agreement referred to in subsection 858(1); or
(c) to shareholders of an amalgamating body corporate who receive the shares in addition to or instead of securities of the amalgamated insurance holding company.
Marginal note:2001, c. 9, s. 465
309. Subsection 755(1) of the French version of the Act is replaced by the following:
Marginal note:Exception — représentant personnel
755. (1) La société de portefeuille d’assurances peut autoriser ses filiales à détenir, en qualité de représentant personnel, mais à condition de ne pas en avoir la propriété effective, soit des actions de la société ou d’une personne morale qui la contrôle, soit des titres de participation d’une entité non constituée en personne morale qui la contrôle.
310. The Act is amended by adding the following after section 755:
Marginal note:Exception — conditions before acquisition
755.1 (1) An insurance holding company may permit its subsidiary to acquire shares of the insurance holding company, shares of an entity that controls the insurance holding company or any ownership interests of any unincorporated entity that controls the insurance holding company if before the subsidiary acquires them the conditions prescribed for the purposes of this subsection are met.
Marginal note:Conditions after acquisition
(2) After a subsidiary has acquired shares or ownership interests in accordance with subsection (1), the conditions prescribed for the purposes of this subsection are to be met.
Marginal note:Non-compliance with conditions
(3) Despite section 702 and subsection 749(2), the issue and acquisition of the shares or ownership interests are subject to the prescribed requirements if
(a) the insurance holding company permits the subsidiary to acquire the shares or ownership interests; and
(b) either
(i) a condition prescribed for the purposes of subsection (1) was not met, or
(ii) a condition prescribed for the purposes of subsection (2) was not met or ceased to be met.
311. Section 764 of the Act is renumbered as subsection 764(1) and is amended by adding the following:
Marginal note:Participation by electronic means
(2) Unless the by-laws provide otherwise, any person who is entitled to attend a meeting of shareholders may participate in the meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting if the insurance holding company makes one available. A person who is participating in a meeting by one of those means is deemed for the purposes of this Part to be present at the meeting.
Marginal note:Regulations
(3) The Governor in Council may make regulations respecting the manner of and conditions for participating in a meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.
312. Section 765 of the Act is renumbered as subsection 765(1) and is amended by adding the following:
Marginal note:Order to delay calling annual meeting
(2) Despite subsection (1), the insurance holding company may apply to the court for an order extending the time for calling an annual meeting.
Marginal note:Obligation to notify Superintendent
(3) The insurance holding company shall give notice of the application to the Superintendent before any hearing concerning the application and shall provide the Superintendent with a copy of any order that is issued.
Marginal note:Superintendent’s right to appear
(4) The Superintendent is entitled to appear and be heard in person or by counsel at any hearing concerning the application.
Marginal note:2001, c. 9, s. 465
313. Section 766 of the Act is replaced by the following:
Marginal note:Authority to fix record date
766. (1) The directors may in advance fix a record date, that is within the prescribed period, for the determination of shareholders for any purpose, including for a determination of which shareholders are entitled to
(a) receive payment of a dividend;
(b) participate in a liquidation distribution;
(c) receive notice of a meeting of shareholders; or
(d) vote at a meeting of shareholders.
Marginal note:Determination of record date
(2) If no record date is fixed,
(a) the record date for the determination of shareholders who are entitled to receive notice of a meeting of shareholders is
(i) at the close of business on the day immediately preceding the day on which the notice is given, or
(ii) if no notice is given, the day on which the meeting is held; and
(b) the record date for the determination of shareholders for any other purpose, other than to establish a shareholder’s right to vote, is at the close of business on the day on which the directors pass a resolution in respect of that purpose.
Marginal note:Notice of record date
(3) If a record date is fixed and unless notice of the record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the securities register at the close of business on the day on which the directors fix the record date, notice of the record date shall be given within the prescribed period by
(a) advertisement in a newspaper in general circulation in the place where the insurance holding company’s head office is situated and in each place in Canada where the insurance holding company has a transfer agent or where a transfer of its shares may be recorded; and
(b) written notice to each stock exchange in Canada on which the insurance holding company’s shares are listed for trading.
Marginal note:2001, c. 9, s. 465
314. (1) Subsection 767(1) of the Act is replaced by the following:
Marginal note:Notice of meeting
767. (1) Notice of the time and place of a meeting of shareholders of an insurance holding company shall be sent within the prescribed period to
(a) each shareholder entitled to vote at the meeting;
(b) each director;
(c) the auditor of the insurance holding company; and
(d) the Superintendent.
Marginal note:Exception
(1.1) In the case of an insurance holding company that is not a distributing insurance holding company, notice may be sent within any shorter period specified in its by-laws.
Marginal note:2001, c. 9, s. 465
(2) Subsection 767(6) of the Act is replaced by the following:
Marginal note:Notice not required
(6) Notice of a meeting of shareholders is not required to be sent to shareholders who are not registered on the records of the insurance holding company or the insurance holding company’s transfer agent on the record date fixed under paragraph 766(1)(c) or determined under paragraph 766(2)(a).
Marginal note:2001, c. 9, s. 465
315. (1) Subsection 770(1) of the Act is replaced by the following:
Marginal note:Proposals
770. (1) Subject to subsections (1.1) and (1.2), a registered holder or a beneficial owner of shares that may be voted at an annual meeting of shareholders may
(a) submit to the insurance holding company notice of any matter that they propose to raise at the meeting (in this section and section 771 referred to as a “proposal”); and
(b) discuss at the meeting any matter in respect of which they would have been entitled to submit a proposal.
Marginal note:Eligibility to submit proposal
(1.1) To be eligible to submit a proposal a person shall
(a) for at least the prescribed period be the registered holder or beneficial owner of at least the prescribed number of the insurance holding company’s outstanding shares; or
(b) have the support of persons who, in the aggregate and including or not including the person who submits the proposal, have for at least the prescribed period been the registered holders or beneficial owners of at least the prescribed number of the insurance holding company’s outstanding shares.
Marginal note:Information to be provided
(1.2) A proposal is to be accompanied by the following information:
(a) the name and address of the person submitting the proposal and the names and addresses of their supporters, if any; and
(b) the number of shares held or owned by the person and their supporters and the date that the shares were acquired.
Marginal note:Information not part of proposal
(1.3) The information provided under subsection (1.2) does not form part of a proposal or of the supporting statement referred to in subsection (3) and is not to be included for the purposes of the prescribed maximum number of words referred to in subsection (3).
Marginal note:Proof may be required
(1.4) If the insurance holding company requests within the prescribed period that a person provide proof that they are eligible to submit a proposal, the person shall within the prescribed period provide proof that they meet the requirements of subsection (1.1).
Marginal note:2001, c. 9, s. 465
(2) Subsections 770(3) to (5) of the Act are replaced by the following:
Marginal note:Supporting statement
(3) At the request of the person who submits a proposal, the insurance holding company shall attach to the notice of the meeting the person’s statement in support of the proposal and their name and address. The statement and proposal together are not to exceed the prescribed maximum number of words.
Marginal note:Nomination of directors
(4) A proposal may include nominations for the election of directors if it is signed by one or more registered holders or beneficial owners of shares representing in the aggregate not less than 5% of the shares of the insurance holding company or 5% of the shares of a class of its shares entitled to vote at the meeting at which the proposal is to be presented.
Marginal note:Exemption
(5) An insurance holding company is not required to comply with subsections (2) and (3) if
(a) the proposal is not submitted to the insurance holding company at least the prescribed number of days before the anniversary date of the notice of meeting that was sent to shareholders in respect of the previous annual meeting of shareholders;
(b) it clearly appears that the primary purpose of the proposal is to enforce a personal claim or redress a personal grievance against the insurance holding company or its directors, officers or security holders;
(b.1) it clearly appears that the proposal does not relate in a significant way to the business or affairs of the insurance holding company;
(c) the person submitting the proposal failed within the prescribed period before the insurance holding company receives their proposal to present, in person or by proxy, at a meeting of shareholders a proposal that at their request had been attached to the notice of the meeting;
(d) substantially the same proposal was set out in or attached to a dissident’s proxy circular or a notice of a meeting relating to, and presented to shareholders at, a meeting of shareholders held within the prescribed period before the receipt of the proposal and did not receive the prescribed minimum amount of support at the meeting; or
(e) the rights conferred by subsections (1) to (4) are being abused to secure publicity.
Marginal note:Insurance holding company may refuse to include proposal
(5.1) If a person who submits a proposal fails to continue to hold or own shares in accordance with paragraph (1.1)(a) or, as the case may be, does not continue to have the support of persons who are in the aggregate the registered holders or beneficial owners of the prescribed number of shares in accordance with paragraph (1.1)(b) until the end of the meeting, the insurance holding company is not required to attach any proposal submitted by that person to a notice of a meeting for any meeting held within the prescribed period after the day of the meeting.
- Date modified: