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|
(c) unless the company or society is an
entity referred to in paragraph 47(2)(b) or
(c) , the company or society will not use the
word ``assurance'', ``assurances'' or
``insurance'' in its name after a certificate
or letters patent referred to in subsection (1)
or (1.1) are issued in respect of the company
or society.
|
|
| Withdrawing
application
|
(3) If a special resolution authorizing the
application for the certificate or letters patent
so states, the directors of a company or society
may, without further approval of the
shareholders, policyholders entitled to vote or
members, withdraw the application before it is
acted on.
|
|
| Day this Act
ceases to
apply
|
(4) On the day specified in the certificate or
letters patent, this Act ceases to apply to the
body corporate to which the certificate or
letters patent relate.
|
|
| 1996, c. 6,
s. 67
|
348. Paragraph 42(1)(e) of the Act is
replaced by the following:
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|
|
(e) that is reserved under section 45 for
another company or society or a proposed
company or society or under section 734 for
an insurance holding company or a
proposed insurance holding company .
|
|
| 1996, c. 6,
s. 68
|
349. Section 43 of the Act is replaced by
the following:
|
|
| Affiliated
company or
society
|
43. Despite section 42, a company or
society that is affiliated with another entity
may, with the consent of that entity and the
approval of the Superintendent, be
incorporated with, or change its name to,
substantially the same name as that of the
affiliated entity.
|
|
| 1996, c. 6,
s. 70
|
350. Subsection 46(2) of the Act is
replaced by the following:
|
|
| Revoking
name
|
(2) If a company or society has been
directed under subsection (1) to change its
name and has not, within sixty days after the
service of the direction, changed its name to a
name that is not prohibited by this Act, the
Superintendent may revoke the name of the
company or society and assign to it a name
and, until changed in accordance with section
224, 238 or 544.1 , the name of the company
or society is thereafter the name so assigned.
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|
|
|
351. Subsection 47(2) of the Act is
amended by adding the following after
paragraph (a):
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|
|
|
(a.1) an insurance holding company;
|
|
| 1996, c. 6,
s. 70
|
352. Section 48 of the Act is replaced by
the following:
|
|
| Subsidiaries
|
48. Despite subsection 47(1), a subsidiary
of a company or society may use the
company's or society's name in its name.
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|
|
|
353. Subsection 50(1) of the Act is
replaced by the following:
|
|
| Calling
shareholders'
meeting
|
50. (1) If at least five million dollars, or any
greater amount that the Minister may specify,
has been received by a company, other than a
mutual company, in respect of which letters
patent were issued under section 22 from the
issue of its shares, the directors of the
company shall without delay call a meeting of
the shareholders of the company.
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|
|
354. Clause 57(1)(a)(ii)(B) of the Act is
replaced by the following:
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|
|
|
(B) at least five million dollars or any
greater amount that is specified by the
Minister under subsection 50(1), in the
case of a company other than a mutual
company,
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|
|
|
355. The Act is amended by adding the
following after section 59:
|
|
| Limit on
assets
|
59.1 (1) The Minister may, by order, require
a company that is a converted company in
respect of which the Minister has issued an
order under subsection 407(8) or a converted
company in respect of which subsection
407(11) applied at any time not to have
average total assets in any three month period
ending on the last day of a month subsequent
to the month specified in the order exceeding
the company's average total assets in the three
month period ending on the last day of the
month immediately before the month
specified in the order if the Minister is of the
opinion that it is in the best interests of the
financial system in Canada to do so, after
having considered the Superintendent's
opinion on
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|
|
(a) the nature and extent of the financial
services activities carried out by entities
affiliated with the company; and
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|
|
(b) the impact that the nature and degree of
supervision and regulation of those
financial services activities have on the
supervision and regulation of the company.
|
|
| Revocation of
order
|
(2) If the Minister is of the opinion that the
circumstances giving rise to the order have
ceased to exist or have changed substantially,
the Minister may, by further order, revoke the
order.
|
|
| Average total
assets
|
(3) For the purposes of subsection (1), the
average total assets of a company in a three
month period shall be computed by adding the
total assets of the company as calculated for
the month end of each of the three months in
the period and by dividing the sum by three.
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|
|
|
356. Subsection 65(3) of the Act is
replaced by the following:
|
|
| Effective date
|
(3) A by-law referred to in subsection (1) is
not effective until it is confirmed or confirmed
with amendments by special resolution of the
shareholders and policyholders at the meeting
referred to in subsection (2).
|
|
| 1997, c. 15,
s. 183
|
357. The portion of section 76.1 of the Act
before paragraph (a) is replaced by the
following:
|
|
| Holding in
market-indexe
d segregated
fund
|
76.1 A company may hold shares of the
company or shares or ownership interests of
an entity that controls the company, if
|
|
|
|
358. Section 83 of the Act is amended by
adding the following after subsection (4):
|
|
| When
dividend not
to be declared
|
(5) The directors of a company shall not
declare and a company shall not pay a
dividend without the approval of the
Superintendent if the total of all dividends
declared by the company in any financial year
would exceed the aggregate of the company's
net income for that year and its retained net
income for the preceding two financial years.
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|
|
|
359. Section 143 of the Act is amended by
adding the following after subsection (1):
|
|
| Number of
eligible votes
|
(1.01) A converted company in respect of
which subsection 407(4) applies or a company
to which subsection 407(5) applies shall set
out in the notice of a meeting the number of
eligible votes, as defined under subsection
164.08(1), that may be cast at the meeting as
of the record date for determining the
shareholders or policyholders entitled to
receive the notice of meeting or, if there are to
be separate votes of shareholders or
policyholders at the meeting, the number of
eligible votes, as defined in that subsection, in
respect of each separate vote to be held at the
meeting.
|
|
|
|
360. Subsections 150(2) and (3) of the Act
are replaced by the following:
|
|
| Policyholders
|
(2) Unless the by-laws otherwise provide , a
quorum of policyholders is present at a
meeting of policyholders if at least five
hundred policyholders who are entitled to vote
at the meeting, or one per cent of the total
number of those policyholders, whichever is
lesser, are present in person or represented by
proxyholders.
|
|
| Shareholders
and
policyholders
|
(3) Unless the by-laws otherwise provide, a
quorum of shareholders and policyholders is
present at a meeting of shareholders and
policyholders if the holders of a majority of
the shares and at least five hundred
policyholders, or one per cent of the total
number of policyholders, whichever is lesser,
who are entitled to vote at the meeting are
present in person or represented by
proxyholders.
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|
|
|
|
|
|
|
|
|
|
|
361. Section 152 of the Act is replaced by
the following:
|
|
| One share -
one vote
|
152. Subject to section 164.08, if a share of
a company entitles the holder of the share to
vote at a meeting of shareholders or
shareholders and policyholders, that share
entitles the shareholder to one vote at the
meeting.
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|
|
|
362. The Act is amended by adding the
following after section 164.07:
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|
|
|
|
|
|
|
|
|
| Meaning of
``eligible
votes''
|
164.08 (1) In this section, ``eligible votes''
means the total number of votes that may be
cast by or on behalf of shareholders and
policyholders on a vote of shareholders or
shareholders and policyholders or a vote of
holders of a class or series of shares, as the case
may be, in respect of any particular matter,
calculated without regard to subsection (2).
|
|
| Restriction
|
(2) At a meeting of shareholders and
policyholders of a company in respect of
which subsection 407(4) applies or of a
company to which subsection 407(5) applies,
no person and no entity controlled by any
person may, in respect of any vote of
shareholders or shareholders and
policyholders or holders of any class or series
of shares of the company, cast votes in respect
of any shares beneficially owned by the person
or the entity that are, in aggregate, more than
20 per cent of the eligible votes that may be
cast in respect of that vote.
|
|
| Proxyholders
|
(3) No person who is a proxyholder for a
person or for an entity controlled by a person
may cast votes to which the proxy relates that
the person or entity may not cast by reason of
subsection (2).
|
|
| Exception
|
(4) Subsections (2) and (3) do not apply in
respect of votes cast by or on behalf of
|
|
|
|
(a) a company to which subsection 407(5)
applies, or an insurance holding company to
which subsection 407(6) applies, that
controls the company; or
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|
|
|
(b) any entity that is controlled by a
company or an insurance holding company
referred to in paragraph (a).
|
|
| Exception
|
(5) Subsections (2) and (3) do not apply in
respect of a vote held under section 239.
|
|
| Validity of
vote
|
(6) A vote in respect of a particular matter
is not invalid merely because a person voted
contrary to subsection (2) or (3).
|
|
| Disposition of
shareholdings
|
(7) If, with respect to any company, a person
contravenes subsection (2) or (3), the Minister
may, by order, direct the shareholder of the
shares to which the contravention relates or
any person controlled by that shareholder to
dispose of any number of shares of the
company beneficially owned by any of those
persons that the Minister specifies in the order,
within the time specified in the order and in
the proportion, if any, as between the
shareholder and the persons controlled by that
shareholder that is specified in the order.
|
|
| Restriction on
voting rights
|
(8) If the Minister makes an order under
subsection (7), the person to whom the order
relates may not, in person or by proxy,
exercise any voting rights that are attached to
shares of the company beneficially owned by
the person.
|
|
| Subsection (8)
ceases to
apply
|
(9) Subsection (8) ceases to apply in respect
of a person when the shares to which the order
relates have been disposed of.
|
|
| Reliance on
number in
notice
|
(10) For the purpose of this section, a person
is entitled to rely on the number of eligible
votes set out in a notice of a meeting under
subsection 143(1.01).
|
|
| Designation
of persons
|
(11) For the purpose of this section, the
Minister may, with respect to a particular
company, designate two or more persons who
are parties to an agreement, commitment or
understanding referred to in section 9 to be a
single person.
|
|
|
|
363. Subsection 167(2) of the Act is
replaced by the following:
|
|
| Residency
requirement
|
(2) At least one half of the directors of a
company that is a subsidiary of a foreign
institution and at least two thirds of the
directors of any other company must be, at the
time of each director's election or
appointment, resident Canadians.
|
|
| 1997, c. 15,
s. 200
|
364. Paragraphs 168(1)(e) and (f) of the
Act are replaced by the following:
|
|
|
|
(e) a person who is prohibited by subsection
164.08(8) or section 418 or 430 from
exercising voting rights attached to shares
of the company;
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|
|
|
(f) a person who is an officer, director or full
time employee of an entity that is prohibited
by subsection 164.08(8) or section 418 or
430 from exercising voting rights attached
to shares of the company;
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|
|
|
365. Subsection 171(2) of the Act, as
amended by section 201 of An Act to amend
certain laws relating to financial institutions,
being chapter 15 of the Statutes of Canada,
1997, is repealed.
|
|
|
|
366. Section 176 of the Act is amended by
adding the following after subsection (3):
|
|
| Exception
|
(3.1) Subsection (2) does not apply to a
converted company in respect of which
subsection 407(4) applies or a company to
which subsection 407(5) applies.
|
|
|
|
367. Subsection 180(1) of the Act is
amended by striking out the word ``or'' at
the end of paragraph (c), by adding the
word ``or'' at the end of paragraph (d) and
by adding the following after paragraph
(d):
|
|
|
|
(e) when the director is removed from office
under section 678.1 or 678.2.
|
|
|
|
368. The Act is amended by adding the
following after section 192:
|
|
| Presence of
unaffiliated
director
|
192.1 (1) The directors of a company shall
not transact business at a meeting of directors
unless at least one of the directors who is not
affiliated with the company is present.
|
|
| Exception
|
(2) Despite subsection (1), business
transacted at a meeting of directors at which
only directors who are affiliated with the
company are present is valid only if a director
who is not affiliated with the company
approves, in writing or by telephonic,
electronic or other communications facilities,
the business.
|
|
|
|
369. Subsection 197(3) of the Act is
replaced by the following:
|
|
| Separate vote
|
(2.1) If a by-law made, amended or
repealed under subsection (1) deals with the
quorum of policyholders at a meeting of
shareholders and policyholders, the
policyholders who are entitled to vote on a
resolution to confirm or amend the by-law,
amendment or repeal are entitled to vote on it
separately from the shareholders.
|
|
| Effective date
of by-law
|
(3) Unless this Act otherwise provides, a
by-law, or an amendment to or a repeal of a
by-law, is effective from the date of the
resolution of the directors under subsection
(1) until it is confirmed, confirmed as
amended or rejected by the shareholders and
policyholders under subsection (2) or (2.1) or
until it ceases to be effective under subsection
(4) and, where the by-law is confirmed, or
confirmed as amended, it continues in effect
in the form in which it was so confirmed.
|
|
| 1997, c. 15,
s. 211(1)
|
370. Paragraph 204(3)(b) of the Act is
replaced by the following:
|
|
|
|
(b) review those procedures and their
effectiveness in ensuring that the company
is complying with Part XI;
|
|
|
|
(b.1) if an insurance holding company or a
bank holding company that is widely held
has a significant interest in any class of
shares of the company, establish policies for
entering into transactions referred to in
section 528.1; and
|
|
|
|
371. The portion of section 220 of the Act
before paragraph (a) is replaced by the
following:
|
|
| Reliance on
statement
|
220. A director, an officer or an employee
of a company is not liable under subsection
166(1) or (2), section 216 or 219 or subsection
539(1) if the director, officer or employee
relies in good faith on
|
|
| 1997, c. 15,
s. 214
|
372. Section 224 of the Act is replaced by
the following:
|
|
| Incorporating
instrument
|
224. On the application of a company or
society duly authorized by special resolution,
the Minister may approve a proposal to add,
change or remove any provision that is
permitted by this Act to be set out in the
incorporating instrument of the company or
society.
|
|
|
|
373. Subsection 225(1) of the Act is
replaced by the following:
|
|
| Letters patent
to amend
|
225. (1) On receipt of an application
referred to in section 224, the Minister may
issue letters patent to effect the proposal.
|
|
|
|
374. (1) Subsection 238(1) of the Act is
amended by adding the following after
paragraph (i):
|
|
|
|
(i.1) change the name of the company;
|
|
|
|
(2) Subsection 238(3) of the Act is
replaced by the following:
|
|
| Effective date
of by-law
|
(3) A by-law, or an amendment to or a
repeal of a by-law, made under subsection (1)
is not effective until it is confirmed or
confirmed as amended by the shareholders
and policyholders under subsection (2) and, in
the case of a by-law referred to in paragraph
(1)(i.1) , approved by the Superintendent.
|
|
|
|
375. Subsection 243(1) of the Act is
replaced by the following:
|
|
| Proposal to
amend
|
243. (1) Subject to subsection (2), a director
or a shareholder or policyholder who is
entitled to vote at an annual meeting of
shareholders and policyholders of a company
may, in accordance with sections 147 and 148,
make a proposal to make an application
referred to in section 224 or to make, amend
or repeal the by-laws referred to in subsection
238(1) of the company.
|
|