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	160.08 (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.
	349. Subsection 161(3) of the Act is replaced by the following:
Exception	(3) Paragraphs (2)(a) and (b) do not apply to the directors of a company if
	(a) all the voting shares of the company, other than directors' qualifying shares, if any, are beneficially owned by a Canadian financial institution described by any of paragraphs (a) to (d) of the definition ``financial institution'' in section 2; and
	(b) the audit committee or the conduct review committee of the Canadian financial institution performs for and on behalf of the company all the functions that would otherwise be required to be performed by the audit committee or conduct review committee of the company under this Act.
1994, c. 47, s. 203	350. Paragraphs 164(e) and (f) of the Act are replaced by the following:
	(e) a person who is prohibited by section 386 or 399 from exercising voting rights attached to shares of the company;
	(f) a person who is an officer, director or full time employee of an entity that is prohibited by section 386 or 399 from exercising voting rights attached to shares of the company;
	351. Subsection 167(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 company, other than directors' qualifying shares, if any, are beneficially owned by a prescribed type of financial institution.
	352. Paragraph 172(3)(a) of the Act is replaced by the following:
	(a) where all the voting shares of the company that are outstanding, other than directors' qualifying shares, if any, are beneficially owned by
	(i) one person,
	(ii) one person and one or more entities controlled by that person,
	(iii) one or more entities controlled by the same person; or
	353. (1) Subsections 174(1) to (3) of the Act are replaced by the following:
Void election or appointment	174. (1) If, immediately after the time of any purported election or appointment of directors, the board of directors would fail to comply with subsection 163(2) or 167(1) or section 168, 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 174(4) of the Act is renumbered as subsection 174(2).
	354. Subsections 175(1) to (3) of the Act are replaced by the following:
Directors where elections incomplete or void	175. (1) Notwithstanding subsections 170(2) and (3) and paragraphs 172(1)(f) and 176(1)(a), where subsection 174(1) or (2) applies at the close of any meeting of shareholders of a company, the board of directors shall, until their successors are elected or appointed, consist solely of
	(a) where paragraph 174(2)(a) applies, the directors referred to in that paragraph; or
	(b) where subsection 174(1) or paragraph 174(2)(b) applies, the persons who were the incumbent directors immediately before the meeting.
Where there is no approved rectification plan	(2) Notwithstanding subsections 170(2) and (3) and paragraphs 172(1)(f) and 176(1)(a), where a plan to rectify the non-compliance referred to in subsection 174(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 174(2)(a) applies, or elect a new board of directors, where subsection 174(1) or paragraph 174(2)(b) applies.
	355. Subsection 179(1) of the Act is replaced by the following:
Circulation of statement	179. (1) A company shall without delay on receipt of a director's statement referred to in subsection 178(1) relating to a matter referred to in paragraph 178(1)(b) or (c), or a director's statement referred to in subsection 178(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 160.05(1).
	356. The Act is amended by adding the following after section 183:
Additional directors	183.1 (1) The directors may appoint one or more additional directors where the by-laws of the company 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 company.
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 company.
	357. Section 184 of the Act is replaced by the following:
Meetings required	184. (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.
	358. The Act is amended by adding the following after section 188:
Resolution outside board meeting	188.1 (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 198(3) or a resolution of the conduct review committee in carrying out its duties under subsection 199(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.
	359. Subsection 190(2) of the Act is replaced by the following:
Statement to shareholders	(2) A company 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.
	360. Paragraph 198(3)(c) of the Act is replaced by the following:
	(c) require the management of the company to implement and maintain appropriate internal control procedures;
	(c.1) review, evaluate and approve those procedures;
	361. (1) Paragraphs 199(3)(a) and (b) of the Act are replaced by the following:
	(a) require the management of the company to establish procedures for complying with Part XI;
	(b) review those procedures; and
	(2) Subsections 199(4) to (6) of the Act are replaced by the following:
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).
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.
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).
	362. Paragraph 202(f) of the Act is replaced by the following:
	(f) authorize the payment of a commission on a share issue;
	363. (1) The portion of subsection 208(1) of the Act before paragraph (a) is replaced by the following:
Where director must abstain	208. (1) Where subsection 207(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 208 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 company 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.
	364. (1) The portion of subsection 236(1) of the Act before paragraph (a) is replaced by the following:
Transitional	236. (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 company in respect of which letters patent were issued under subsection 234(1) permission to
	(2) Subsection 236(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 236(4) of the Act before paragraph (b) is replaced by the following:
Limitation	(4) The Minister shall not grant to a company 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 company to commence and carry on business, unless the Minister is satisfied on the basis of evidence on oath provided by an officer of the company that the company 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
	365. Paragraph 243(1)(e) of the English version of the Act is replaced by the following:
	(e) particulars of exceptions granted under section 37 or 236 that are from time to time applicable to the company.
	366. The heading before section 262 and sections 262 to 269 of the Act are repealed.
	367. Subsections 271(1) and (2) of the Act are replaced by the following:
First insider report	271. (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.
	368. The Act is amended by adding the following after section 272 :
Exemption by regulation	272.1 Under prescribed circumstances, an insider is exempt from any of the requirements of section 271 or 272 .
	369. Subsection 313(4) of the Act is replaced by the following:
Accounting principles	(4) The financial statements referred to in subsection (1), paragraph (3)(b) and subsection 315(1) shall, except as otherwise specified by the Superintendent, be prepared in accordance with generally accepted accounting principles, the primary source of which is the Handbook of the Canadian Institute of Chartered Accountants. A reference in any provision of this Act to the accounting principles referred to in this subsection shall be construed as a reference to those generally accepted accounting principles with any specifications so made.
	370. Section 316 is amended by adding the following after subsection (2):
Effect of default	(3) Where a company is required to comply with subsection (1) and the company does not comply with that subsection, the annual meeting at which the documents referred to in that subsection are to be considered shall be adjourned until that subsection has been complied with.
	371. Section 317 of the Act is replaced by the following:
Copy to Superin- tendent	317. (1) A company shall send to the Superintendent a copy of the documents referred to in subsections 313(1) and (3) not later than twenty-one days before
	(a) the date of each annual meeting of shareholders of the company; or
	(b) the signing of a resolution under paragraph 155(1)(b) in lieu of an annual meeting of shareholders of the company.