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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

Marginal note:2001, c. 9, s. 465

  • 342. (1) Subsection 860(2) of the Act is replaced by the following:

    • Marginal note:Right to vote

      (2) Each share of an applicant carries the right to vote in respect of an amalgamation agreement whether or not it otherwise carries the right to vote.

  • Marginal note:2001, c. 9, s. 465

    (2) Subsection 860(3) of the English version of the Act is replaced by the following:

    • Marginal note:Separate vote for class or series

      (3) The holders of shares of a class or series of shares of each applicant are entitled to vote separately as a class or series in respect of an amalgamation agreement if the agreement contains a provision that, if it were contained in a proposed amendment to the by-laws or incorporating instrument of the applicant, would entitle those holders to vote separately as a class or series.

Marginal note:2001, c. 9, s. 465

343. Subsections 868(1) and (2) of the Act are replaced by the following:

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:2001, c. 9, s. 465

344. Subsection 870(4) of the Act is replaced by the following:

  • 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:2001, c. 9, s. 465

345. Subsection 871(3) of the Act is replaced by the following:

  • 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:2001, c. 9, s. 465

346. Subsections 876(1) and (2) of the Act are replaced by the following:

Marginal note:Location and processing of information or data

  • 876. (1) Subject to subsection (3), an insurance holding company shall maintain and process in Canada any information or data relating to the preparation or maintenance of the records referred to in section 869 or of its central securities register unless the Superintendent has, subject to any terms and conditions that the Superintendent considers appropriate, exempted the insurance holding company from the application of this section.

  • Marginal note:Copies

    (2) Subject to subsections (3) and (4), the insurance holding company may maintain copies of the records referred to in section 869 or of its central securities register outside Canada and may process outside Canada any information or data relating to those copies.

Marginal note:2001, c. 9, s. 465

347. Section 879 of the Act is amended by adding the word “and” at the end of paragraph (a) and by repealing paragraph (b).

Marginal note:2001, c. 9, s. 465

348. Section 881 of the Act is replaced by the following:

Marginal note:Corporate seal

  • 881. (1) An insurance holding company may adopt a corporate seal and change one that it adopted.

  • Marginal note:Validity of unsealed documents

    (2) A document executed on behalf of an insurance holding company is not invalid merely because a corporate seal is not affixed to it.

Marginal note:2001, c. 9, s. 465

349. Section 883 of the Act is replaced by the following:

Marginal note:Ss. 296 and 297 apply

883. Sections 296 and 297 apply in respect of insurance holding companies except that references to “company” are to be read as references to “insurance holding company”.

Subdivision 9.1Going-private Transactions and Squeeze-out Transactions

Marginal note:Ss. 298 to 300 apply

883.1 Sections 298 to 300 apply in respect of insurance holding companies subject to the following:

  • (a) references to “company” are to be read as references to “insurance holding company”;

  • (b) references to “this Act” are to be read as references to “this Part”;

  • (c) references to “the policyholders entitled to vote and the shareholders” in subsections 300(2) and (4) to (6) are to be read as references to “the shareholders”;

  • (d) the reference to “section 242” in paragraph 300(10)(c) is to be read as a reference to “section 854”; and

  • (e) the reference to “a regulation referred to in subsection 515(1) or (2) or 516(1) or (2) or of an order made under subsection 515(3) or 516(4)” in subsection 300(25) is to be read as a reference to “a regulation referred to in subsection 992(1) or (2) or of an order made under subsection 992(3)”.

Marginal note:2001, c. 9, s. 465

350. The portion of section 884 of the Act before paragraph (a) is replaced by the following:

Marginal note:Ss. 307 to 316.1 apply

884. Sections 307 to 316.1 apply in respect of insurance holding companies, subject to the following:

Marginal note:2001, c. 9, s. 465

351. Subsection 887(2) of the Act is replaced by the following:

  • Marginal note:Annual statement — contents

    (2) With respect to each of the financial years to which it relates, the annual statement of an insurance holding company must contain the prescribed statements and any information that is in the opinion of the directors necessary to present fairly, in accordance with the accounting principles referred to in subsection (4), the financial position of the insurance holding company as at the end of the financial year to which it relates and the results of the operations and changes in the financial position of the insurance holding company for that financial year.

Marginal note:2001, c. 9, s. 465

352. The portion of subsection 888(1) of the Act before paragraph (a) is replaced by the following:

Marginal note:Annual statement — approval

  • 888. (1) The directors of an insurance holding company shall approve the annual statement and their approval shall be evidenced by the signature or a printed or otherwise mechanically reproduced facsimile of the signature of

Marginal note:2001, c. 9, s. 465

353. Subsection 890(1) of the Act is replaced by the following:

Marginal note:Annual statement — distribution

  • 890. (1) An insurance holding company shall, no later than 21 days before the date of each annual meeting or before the signing of a resolution under paragraph 779(1)(b) in lieu of the annual meeting, send to each shareholder a copy of the documents referred to in subsections 887(1) and (3) unless that time period is waived by the shareholder.

Marginal note:2001, c. 9, s. 465

  • 354. (1) The portion of paragraph 894(2)(b) of the Act before subparagraph (ii) is replaced by the following:

    • (b) a member of a firm of accountants is deemed not to be independent of an insurance holding company if that member, a business partner of that member or the firm of accountants

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

  • (2) Section 894 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 business partner of a member of a firm of accountants includes

      • (a) another member of the firm; and

      • (b) a shareholder of the firm or of a business partner of the member.

Marginal note:2001, c. 9, s. 465

355. Subsection 900(2) of the Act is replaced by the following:

  • Marginal note:Other statements

    (1.1) In the case of a proposed replacement of an auditor whether because of removal or the expiry of their term, the insurance holding company shall make a statement of the reasons for the proposed replacement and the proposed replacement auditor may make a statement in which they comment on those reasons.

  • Marginal note:Statements to be sent

    (2) The insurance holding company shall send a copy of the statements referred to in subsections (1) and (1.1) without delay to every shareholder entitled to vote at the annual meeting of shareholders and to the Superintendent.

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