Form of Proxy (Banks and Bank Holding Companies) Regulations (SOR/2001-390)

Regulations are current to 2019-06-20

Form of Proxy (Banks and Bank Holding Companies) Regulations

SOR/2001-390

BANK ACT

Registration 2001-10-04

Form of Proxy (Banks and Bank Holding Companies) Regulations

P.C. 2001-1761  2001-10-04

Her Excellency the Governor General in Council, on the recommendation of the Minister of Finance, pursuant to section 978Footnote a of the Bank ActFootnote b, hereby makes the annexed Form of Proxy (Banks and Bank Holding Companies) Regulations.

Interpretation

Marginal note:Interpretation

 In these Regulations Act means the Bank Act.

Form

General

Marginal note:Form

  •  (1) Subject to sections 3 to 5,

    • (a) a form of proxy referred to in subsection 156.04(1) of the Act shall be in the form prescribed by subsections 32(1), (2), (5), (7) and (8) of the Canada Business Corporations Regulations;

    • (b) a management proxy circular referred to in paragraph 156.05(1)(a) of the Act shall be in the form prescribed by subsection 32(8), paragraphs 35(a) to (f), (j) to (s), (w) to (hh), (jj) and (kk) and section 42 of those Regulations; and

    • (c) a dissident’s proxy circular referred to in paragraph 156.05(1)(b) of the Act shall be in the form prescribed by subsection 32(8) and sections 38 to 40, subsection 41(1) and section 42 of those Regulations.

  • Meaning of Director

    (2) For the purpose of subsection (1), in subsection 32(1) of the English version of the Canada Business Corporations Regulations, a reference to “Director” shall be read as a reference to “Superintendent”.

  • Marginal note:Meaning of certain words

    (3) For the purpose of subsection (1), in the provisions referred to in that subsection,

    • (a) except in respect of subparagraph 35(ee)(i) and paragraph 35(gg) of the Canada Business Corporations Regulations, a reference to a “corporation” shall be read as a reference to a “bank” or a “bank holding company”, as the case may be;

    • (b) beneficial ownership and security have the same meaning as in section 2 of the Act;

    • (c) control, holding body corporate, subsidiary and affiliate have the same meaning as in sections 3, 4, 5 and 6, respectively, of the Act; and

    • (d) insider has the same meaning as in

      • (i) section 265 of the Act, in the case of a bank, and

      • (ii) section 265 of the Act, as adapted by section 834 of the Act, in the case of a bank holding company.

  • Meaning of Corporation

    (4) For the purpose of subsection (1), in subparagraph 35(ee)(i) and paragraph 35(gg) of the Canada Business Corporations Regulations, a reference to a “corporation” shall be read as a reference to a “bank, bank holding company or corporation”.

  • Marginal note:Correspondence of references

    (5) For the purpose of subsection (1), in the provision of the Canada Business Corporations Regulations set out in column 1 of the table to this subsection, a reference to the provision of the Canada Business Corporations Act set out in column 2 shall be read as a reference to the provision of the Act set out in column 3 or 4, as applicable.

    TABLE

    ItemColumn 1Column 2Column 3Column 4
    Canada Business Corporations Regulations provisionCanada Business Corporations Act provisionProvision of the Act, in respect of a bankProvision of the Act, in respect of a bank holding company
    132(1)150(2)156.05(2)156.05(2), as adapted by section 746
    232(5)137143732
    335(a)148(4)156.02(6)156.02(6), as adapted by section 746
    435(j)124212799
    535(k)124(4)213800
    635(dd)173 or 174217217, as adapted by section 802
    735(ee)(i)184227807
    835(ee)(ii)189(3)232(1)813(1)
    935(ee)(iii)18839.2689

Marginal note:Statement

 If a form of proxy confers authority with respect to specified matters that are not identified in the notice of meeting, the form of proxy or, when it is accompanied by a proxy circular, the proxy circular shall state in bold-faced type how the proxyholder will vote the shares in respect of each such matter or group of related matters.

Marginal note:Statement

 If a form a proxy confers discretionary authority in respect of amendments to matters identified in the notice of meeting or other matters that may properly come before the meeting, the form of proxy or, when it is accompanied by a proxy circular, the proxy circular shall state specifically that it confers that discretionary authority.

Financial Statements

Marginal note:Financial statements

  •  (1) If financial statements form part of a management proxy circular, the circular shall state that the statements have been prepared in accordance with the accounting principles and specifications of the Superintendent referred to in subsection 308(4) or 840(4), as the case may be, of the Act.

  • Marginal note:Financial statements not reported

    (2) Financial statements referred to in subsection (1) that are not reported on by the auditor of the bank or of the bank holding company, shall be accompanied by a report of the chief financial officer of the bank or a report of the directors of the bank holding company stating that the financial statements have not been audited but have been prepared in accordance with the accounting principles and specifications of the Superintendent referred to in subsection 308(4) or 840(4), as the case may be, of the Act.

Repeal

Marginal note:Repeal

 [Repeal]

Coming into Force

Marginal note:Coming into force

Footnote * These Regulations come into force on the day on which section 746 of the Bank Act, as enacted by section 183 of the Financial Consumer Agency of Canada Act, being chapter 9 of the Statutes of Canada, 2001, comes into force.

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