(a) a copy of the notice of the meeting, annual statement, management proxy circular, dissident's proxy circular and any other documents, other than the form of proxy, that were sent to shareholders by or on behalf of any person for use in connection with the meeting; and
	(b) a written request for voting instructions, except where the registrant has already received written voting instructions from the beneficial owner.
When documents to be sent	(2) The documents to be sent to the beneficial owner under subsection (1) shall be sent by the registrant without delay after the registrant receives the documents referred to in paragraph (1)(a).
Where registrant not to vote shares	(3) A registrant shall not vote or appoint a proxyholder to vote shares of a bank registered in the registrant's name or in the name of the registrant's nominee that the registrant does not beneficially own unless the registrant receives voting instructions from the beneficial owner.
Copies	(4) A person by or on behalf of whom a solicitation is made shall, at the request of a registrant, without delay provide the registrant, at the person's expense, with the necessary number of copies of the documents referred to in paragraph (1)(a).
Instructions to registrant	(5) A registrant shall vote or appoint a proxyholder to vote any shares referred to in subsection (1) in accordance with any written voting instructions received from the beneficial owner.
Beneficial owner as proxyholder	(6) If requested by a beneficial owner, a registrant shall appoint the beneficial owner or a nominee of the beneficial owner as proxyholder.
Default of registrant: effect	(7) The failure of a registrant to comply with any of subsections (1) to (6) does not render void any meeting of shareholders or any action taken at the meeting.
Right of registrant limited	(8) Nothing in this Part gives a registrant the right to vote shares that the registrant is otherwise prohibited from voting.
Restraining order	156.08 (1) If a form of proxy, management proxy circular or dissident's proxy circular contains an untrue statement of a material fact or omits to state a material fact that is required to be contained in it or that is necessary to make a statement contained in it not misleading in light of the circumstances in which the statement is made, an interested person or the Superintendent may apply to a court and the court may make any order it thinks fit, including
	(a) an order restraining the solicitation or the holding of the meeting, or restraining any person from implementing or acting on a resolution passed at the meeting, to which the form of proxy, management proxy circular or dissident's proxy circular relates;
	(b) an order requiring correction of any form of proxy or proxy circular and a further solicitation; and
	(c) an order adjourning the meeting.
Notice of application	(2) Where a person other than the Superintendent is an applicant under subsection (1), the applicant shall give notice of the application to the Superintendent and the Superintendent is entitled to appear and to be heard in person or by counsel.
	11. Subsection 157(3) of the Act is replaced by the following:
Exception	(3) Paragraphs (2)(a) and (b) do not apply to the directors of a bank if
	(a) all the voting shares of the bank are beneficially owned by a Canadian financial institution described in any of paragraphs (a) to (d) of the definition ``financial institution'' in section 2; and
	(b) the audit committee or conduct review committee of the financial institution performs for and on behalf of the bank all the functions that would otherwise be required to be performed by the audit committee or conduct review committee of the bank under this Act.
1994, c. 47, s. 15	12. Paragraphs 160(e) and (f) of the Act are replaced by the following:
	(e) a person who is prohibited by section 388 or 400 from exercising voting rights attached to shares of the bank ;
	(f) a person who is an officer, director or full time employee of an entity that is prohibited by section 388 or 400 from exercising voting rights attached to shares of the bank ;
	13. Subsection 163(2) of the Act is replaced by the following:
Exception	(2) Subsection (1) does not apply in prescribed circumstances where all the voting shares of a bank are beneficially owned by a prescribed type of financial institution.
	14. Paragraph 168(3)(a) of the Act is replaced by the following:
	(a) where all the voting shares of the bank that are outstanding are beneficially owned by
	(i) one person,
	(ii) one person and one or more entities controlled by that person, or
	(iii) one or more entities controlled by the same person;
	15. (1) Subsections 170(1) to (3) of the Act are replaced by the following:
Void election or appointment	170. (1) If, immediately after the time of any purported election or appointment of directors, the board of directors would fail to comply with subsection 159(2) or 163(1) or section 164, the purported election or appointment of all persons purported to be elected or appointed at that time is void unless the directors, within forty-five days after the discovery of the non-compliance, develop a plan, approved by the Superintendent, to rectify the non-compliance.
	(2) Subsection 170(4) of the Act is renumbered as subsection 170(2).
	16. Subsections 171(1) to (3) of the Act are replaced by the following:
Directors where elections incomplete or void	171. (1) Notwithstanding subsections 166(2) and (3) and paragraphs 168(1)(f) and 172(1)(a), where subsection 170(1) or (2) applies at the close of any meeting of shareholders of a bank, the board of directors shall, until their successors are elected or appointed, consist solely of
	(a) where paragraph 170(2)(a) applies, the directors referred to in that paragraph; or
	(b) where subsection 170(1) or paragraph 170(2)(b) applies, the persons who were the incumbent directors immediately before the meeting.
Where there is no approved rectification plan	(2) Notwithstanding subsections 166(2) and (3) and paragraphs 168(1)(f) and 172(1)(a), where a plan to rectify the non-compliance referred to in subsection 170(1) has not been approved by the Superintendent by the end of the forty-five day period referred to in that subsection , the board of directors shall, until their successors are elected or appointed, consist solely of the persons who were the incumbent directors immediately before the meeting at which the purported election or appointment referred to in that subsection occurred .
Directors to call meeting	(3) Where subsection (1) or (2) applies, the board of directors referred to in that subsection shall without delay call a special meeting of shareholders to fill the vacancies, where paragraph 170(2)(a) applies, or elect a new board of directors, where subsection 170(1) or paragraph 170(2)(b) applies.
	17. Subsection 175(1) of the Act is replaced by the following:
Circulation of statement	175. (1) A bank shall without delay on receipt of a director's statement referred to in subsection 174(1) relating to a matter referred to in paragraph 174(1)(b) or (c), or a director's statement referred to in subsection 174(2), send a copy of it to each shareholder entitled to receive a notice of meetings and to the Superintendent, unless the statement is included in or attached to a management proxy circular required by subsection 156.05 (1).
	18. The Act is amended by adding the following after section 179:
Additional directors	179.1 (1) The directors of a bank may appoint one or more additional directors where the by-laws of the bank allow them to do so and the by-laws determine the minimum and maximum numbers of directors.
Term of office	(2) A director appointed under subsection (1) holds office for a term expiring not later than the close of the next annual meeting of shareholders of the bank.
Limit on number appointed	(3) The total number of directors appointed under subsection (1) may not exceed one third of the number of directors elected at the previous annual meeting of shareholders of the bank.
	19. Section 180 of the Act is replaced by the following:
Meetings required	180. (1) The directors shall meet at least four times during each financial year.
Place for meetings	(2) The directors may meet at any place unless the by-laws provide otherwise.
Notice for meetings	(3) The notice for the meetings must be given as required by the by-laws.
	20. The Act is amended by adding the following after section 184:
Resolution outside board meeting	184.1 (1) A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of directors is as valid as if it had been passed at a meeting of directors.
Filing directors' resolution	(2) A copy of the resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the directors.
Resolution outside committee meeting	(3) A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of a committee of directors, other than a resolution of the audit committee in carrying out its duties under subsection 194(3) or a resolution of the conduct review committee in carrying out its duties under subsection 195(3), is as valid as if it had been passed at a meeting of that committee.
Filing committee resolution	(4) A copy of the resolution referred to in subsection (3) shall be kept with the minutes of the proceedings of that committee.
	21. Subsection 186(2) of the Act is replaced by the following:
Statement to shareholders	(2) A bank shall attach to the notice of each annual meeting it sends to its shareholders a statement showing, in respect of the financial year immediately preceding the meeting , the total number of directors' meetings and directors' committee meetings held during the financial year and the number of those meetings attended by each director.
	22. Paragraph 194(3)(c) of the Act is replaced by the following:
	(c) require the management of the bank to implement and maintain appropriate internal control procedures;
	(c.1) review, evaluate and approve those procedures;
	23. (1) Paragraphs 195(3)(a) and (b) of the Act are replaced by the following:
	(a) require the management of the bank to establish procedures for complying with Part XI;
	(b) review those procedures ; and
	(2) Subsections 195(4) to (7) of the Act are replaced by the following:
Bank report to Superinten- dent	(4) A bank shall report to the Superintendent on the mandate and responsibilities of the conduct review committee and the procedures referred to in paragraph (3)(a).
Committee report to directors	(5) After each meeting of the conduct review committee of the bank, the committee shall report to the directors of the bank on matters reviewed by the committee.
Directors' report to Superinten- dent	(6) Within ninety days after the end of each financial year, the directors of a bank shall report to the Superintendent on what the conduct review committee did during the year in carrying out its responsibilities under subsection (3) .
	24. Subsection 196(2) of the Act is repealed.
	25. Paragraph 198(f) of the Act is replaced by the following:
	(f) authorize the payment of a commission on a share issue;
	26. (1) The portion of subsection 203(1) of the Act before paragraph (a) is replaced by the following:
Where director must abstain	203. (1) Where subsection 202(1) applies to a director in respect of a contract, the director shall not be present at any meeting of directors while the contract is being considered at the meeting or vote on any resolution to approve the contract unless the contract is
	(2) Section 203 of the Act is amended by adding the following after subsection (2):
Validity of acts	(3) An act of the board of directors of a bank, or of a committee of the board of directors, is not invalid because a person acting as a director had ceased under subsection (2) to hold office as a director.
1991, c. 46, s. 576	27. Paragraph 230(1)(h) of the Act is replaced by the following:
	(h) for the purposes of sections 373, 373.1 and 376.1, where one or more of the applicants was a bank, the amalgamated bank is deemed to have been incorporated on the earliest day that an amalgamating bank was incorporated; and
	28. (1) The portion of subsection 231(1) of the Act before paragraph (a) is replaced by the following:
Transitional	231. (1) Notwithstanding any other provision of this Act or the regulations, the Minister may, by order, on the recommendation of the Superintendent , grant to a bank in respect of which letters patent were issued under subsection 229(1) permission to
	(2) Subsection 231(3) of the Act is replaced by the following:
Renewal	(3) Subject to subsection (4), the Minister may, by order on the recommendation of the Superintendent , renew a permission granted by order under subsection (1) with respect to any matter described in any of paragraphs (1)(b) to (e) for any further period or periods that the Minister considers necessary.
	(3) The portion of subsection 231(4) of the Act before paragraph (b) is replaced by the following:
Limitation	(4) The Minister shall not grant to a bank any permission
	(a) with respect to matters described in paragraph (1)(b), that purports to be effective more than ten years after the date of the approval for the bank to commence and carry on business, unless the Minister is satisfied on the basis of evidence on oath provided by an officer of the bank that the bank will not be able at law to redeem at the end of the ten years the outstanding debt obligations to which the permission relates; and
	29. Paragraph 238(1)(e) of the English version of the Act is replaced by the following:
	(e) particulars of exceptions granted under section 39, 55 or 231 that are from time to time applicable to the bank; and
	30. The heading before section 257 and sections 257 to 264 of the Act are repealed.
	31. Subsections 266(1) and (2) of the Act are replaced by the following:
First insider report	266. (1) An insider shall send to the Superintendent an insider report in prescribed form not later than ten days after the later of
	(a) the end of the month in which the person became an insider, and
	(b) the end of the month in which regulations prescribing the form of an insider report come into force.