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| Copy to
Superin- tendent
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(2) A person who sends a management
proxy circular or dissident's proxy circular
shall at the same time file with the
Superintendent
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| Exemption by
Superin- tendent
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(3) On the application of an interested
person, the Superintendent may, on any terms
that the Superintendent thinks fit, exempt the
person from any of the requirements of
subsection (1) and section 164.03, and the
exemption may be given retroactive effect.
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| Reporting
exemptions
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(4) The Superintendent shall set out in a
periodical available to the public the
particulars of each exemption granted under
subsection (3) together with the reasons for the
exemption.
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| Attendance at
meeting
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164.05 (1) A person who solicits a proxy
and is appointed proxyholder shall attend in
person or cause an alternate proxyholder to
attend every meeting in respect of which the
proxy is valid, and the proxyholder or
alternate proxyholder shall comply with the
directions of the shareholder or policyholder
who executed the form of proxy.
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| Rights of
proxyholder
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(2) A proxyholder or an alternate
proxyholder has the same rights as the
appointing shareholder or policyholder to
speak at a meeting of shareholders or
policyholders in respect of any matter, to vote
by way of ballot at the meeting and, except
where a proxyholder or an alternate
proxyholder has conflicting instructions from
more than one shareholder or policyholder, to
vote at the meeting in respect of any matter by
way of a show of hands.
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| Vote by show
of hands
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(3) Where the chairperson of a meeting of
shareholders or policyholders declares to the
meeting that, if a ballot were conducted, the
total number of votes represented at the
meeting by proxy required to be voted against
what, to the knowledge of the chairperson,
would be the decision of the meeting in
relation to any matter or group of matters is
less than five per cent of all the votes that
might be cast at the meeting on the ballot,
unless a shareholder, policyholder or
proxyholder demands a ballot,
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| Duty of
registrant
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164.06 (1) Shares of a company that are
registered in the name of a registrant or
registrant's nominee and that are not
beneficially owned by the registrant shall not
be voted unless the registrant sends to the
beneficial owner
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| When
documents to
be sent
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(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).
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| Where
registrant not
to vote shares
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(3) A registrant shall not vote or appoint a
proxyholder to vote shares of a company
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.
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| Copies
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(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 that person's expense, with the
necessary number of copies of the documents
referred to in paragraph (1)(a).
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| Instructions to
registrant
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(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.
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| Beneficial
owner as
proxyholder
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(6) If requested by a beneficial owner, a
registrant shall appoint the beneficial owner
or a nominee of the beneficial owner as
proxyholder.
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| 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
policyholders or any action taken at the
meeting.
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| Right of
registrant
limited
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(8) Nothing in this Division gives a
registrant the right to vote shares that the
registrant is otherwise prohibited from voting.
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| Restraining
order
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164.07 (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
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| Notice of
application
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(2) Where a person other than the
Superintendent is an applicant under
subsection (1), the applicant shall give to the
Superintendent notice of the application and
the Superintendent is entitled to appear and to
be heard in person or by counsel.
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| Transitional
provision
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198. A proxy given by a policyholder by
executing a form of proxy sent to the
policyholder under section 164 of the Act,
as that section read before the coming into
force of section 197, is valid for a period of
three years after it is given or a lesser period
specified in the proxy, and at any
continuation of a meeting after an
adjournment where the meeting began
during that period, except that
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199. Paragraph 165(3)(a) of the Act is
replaced by the following:
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| 1994, c. 47, s.
120
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200. Paragraphs 168(1)(e) and (f) of the
Act are replaced by the following:
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201. Subsection 171(2) of the Act is
replaced by the following:
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| Exception
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(2) Subsection (1) does not apply in
prescribed circumstances where
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202. Subsection 173(4) of the Act is
replaced by the following:
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| Minimum
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(4) If a company has common shares and
policyholders who are entitled to vote at an
annual meeting of shareholders and
policyholders, the number of shareholders'
directors and the number of policyholders'
directors, whether determined by by-law or
fixed by the directors, must each be at least
one third of the total number of directors.
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203. Subsection 176(3) of the Act is
replaced by the following:
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| Exception
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(3) Subsection (2) does not apply where all
the voting shares of the company that are
outstanding, other than directors' qualifying
shares, if any, are beneficially owned by
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204. (1) Subsections 178(1) to (3) of the
Act are replaced by the following:
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| Void election
or
appointment
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178. (1) If, immediately after the time of
any purported election or appointment of
directors, the board of directors would fail to
comply with subsection 167(2) or 171(1),
section 172 or subsection 173(4) or (4.1), 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.
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(2) Subsection 178(4) of the Act is
renumbered as subsection 178(2).
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205. Subsections 179(1) to (3) of the Act
are replaced by the following:
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| Directors
where
elections
incomplete or
void
|
179. (1) Notwithstanding subsections
174(3) and (4) and paragraphs 176(1)(f) and
180(1)(a), where subsection 178(1) or (2)
applies at the close of any meeting of
shareholders or policyholders of a company,
the board of directors shall, until their
successors are elected or appointed, consist
solely of
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| Where there is
no approved
rectification
plan
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(2) Notwithstanding subsections 174(3) and
(4) and paragraphs 176(1)(f) and 180(1)(a),
where a plan to rectify the non-compliance
referred to in subsection 178(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.
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| Directors to
call meeting
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(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 or policyholders to
fill the vacancies, where paragraph 178(2)(a)
applies, or elect a new board of directors,
where subsection 178(1) or paragraph
178(2)(b) applies.
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206. The Act is amended by adding the
following after section 188:
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| Additional
directors
|
188.1 (1) Shareholders' directors may
appoint one or more additional directors as
shareholders' directors, and policyholders'
directors may appoint one or more additional
directors as policyholders' directors, where
the by-laws of the company allow them to do
so and the by-laws determine the minimum
and maximum numbers of shareholders'
directors and policyholders' directors.
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| Term of office
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(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 or policyholders of the company.
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| 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 or
policyholders of the company.
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207. Section 189 of the Act is replaced by
the following:
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| Meetings
required
|
189. (1) The directors shall meet at least
four times during each financial year.
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| Place for
meetings
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(2) The directors may meet at any place
unless the by-laws provide otherwise.
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| Notice for
meetings
|
(3) The notice for the meetings must be
given as required by the by-laws.
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208. The Act is amended by adding the
following after section 193:
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| Resolution
outside board
meeting
|
193.1 (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.
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| Filing
directors'
resolution
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(2) A copy of the resolution referred to in
subsection (1) shall be kept with the minutes
of the proceedings of the directors.
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| 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 203(3)
or a resolution of the conduct review
committee in carrying out its duties under
subsection 204(3), is as valid as if it had been
passed at a meeting of that committee.
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| 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.
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209. Subsection 195(2) of the Act is
replaced by the following:
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| Statement to
shareholders
and
policyholders
|
(2) A company shall attach to the notice of
each annual meeting it sends to its
shareholders and policyholders 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.
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210. Paragraph 203(3)(c) of the Act is
replaced by the following:
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211. (1) Paragraphs 204(3)(a) and (b) of
the Act are replaced by the following:
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(2) Subsections 204(4) to (6) of the Act are
replaced by the following:
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| Company
report to
Superin- tendent
|
(4) A company shall report to the
Superintendent on the mandate and
responsibilities of the conduct review
committee and the procedures referred to in
paragraph (3)(a).
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| Committee
report to
directors
|
(5) After each meeting of the conduct
review committee of a company, the
committee shall report to the directors of the
company on matters reviewed by the
committee.
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| Directors'
report to
Superin- tendent
|
(6) Within ninety days after the end of each
financial year, the directors of a company shall
report to the Superintendent on what the
conduct review committee did during the year
in carrying out its responsibilities under
subsection (3).
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212. Paragraph 207(f) of the Act is
replaced by the following:
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213. (1) The portion of subsection 212(1)
of the Act before paragraph (a) is replaced
by the following:
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| Where
director must
abstain
|
212. (1) Where subsection 211(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
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(2) Section 212 of the Act is amended by
adding the following after subsection (2):
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