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PART XVI |
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REGULATION OF COMPANIES AND FOREIGN COMPANIES - COMMISSIONER |
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Definition of
``société''
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693. In the French version of this Part,
``société'' means a ``société'' or ``société
étrangère'' within the meaning of section 2.
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Required
information
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694. A company or foreign company shall
provide the Commissioner with the
information at the times and in the form that
the Commissioner may require for the
purposes of the administration of the
consumer provisions.
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Confidential
information
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695. (1) Subject to subsection (2),
information regarding the business or affairs
of a company or foreign company or regarding
persons dealing with any of them that is
obtained by the Commissioner or by any
person acting under the direction of the
Commissioner, in the course of the exercise or
performance of powers, duties and functions
referred to in subsection 5(1) of the Financial
Consumer Agency of Canada Act, and any
information prepared from that information, is
confidential and shall be treated accordingly.
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Disclosure
permitted
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(2) If the Commissioner is satisfied that the
information will be treated as confidential by
the agency, body or person to whom it is
disclosed, subsection (1) does not prevent the
Commissioner from disclosing it
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Examination
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696. (1) The Commissioner, from time to
time, but at least once in each calendar year,
shall make or cause to be made any
examination and inquiry that the
Commissioner considers necessary for the
purposes of satisfying the Commissioner that
the applicable consumer provisions are being
complied with and, after the conclusion of
each examination and inquiry, shall report on
it to the Minister.
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Access to
records
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(2) The Commissioner or a person acting
under the Commissioner's direction in
carrying out his or her duties under subsection
(1)
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Power of
Commissioner
on inquiry
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697. The Commissioner, in carrying out his
or her duties in relation to consumer
provisions, has all the powers of a person
appointed as a commissioner under Part II of
the Inquiries Act for the purpose of obtaining
evidence under oath, and may delegate those
powers to any person acting under the
Commissioner's direction.
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Compliance
agreement
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698. The Commissioner may enter into an
agreement, called a ``compliance
agreement'', with a company or foreign
company for the purposes of implementing
any measure designed to further compliance
by it with the consumer provisions.
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PART XVII |
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INSURANCE HOLDING COMPANIES |
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Purpose |
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Purpose
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699. The purpose of this Part is to provide
for the incorporation, formation and
regulation of insurance holding companies
that are holding bodies corporate of life
companies.
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DIVISION 1 |
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INTERPRETATION |
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Definitions
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700. (1) The definitions in this section apply
in this Part.
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``affairs'' « affaires internes »
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``affairs'', with respect to an insurance
holding company, means the relationships
among the insurance holding company and
its affiliates and the shareholders, directors
and officers of the insurance holding
company and its affiliates, but does not
include the business of the insurance
holding company or any of its affiliates.
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``complainant
'' « plaignant »
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``complainant'', in relation to an insurance
holding company or any matter concerning
an insurance holding company, means
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``subordinated
indebtedness'' « titre secondaire »
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``subordinated indebtedness'' means an
instrument evidencing an indebtedness of
an insurance holding company that by its
terms provides that the indebtedness will, in
the event of the insolvency or winding-up of
the insurance holding company, be
subordinate in right of payment to all
liabilities of the insurance holding company
except those liabilities that, by their terms,
rank equally with or are subordinate to such
indebtedness.
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Provisions in
other Parts
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(2) A reference in a provision in this Part to
a provision in any other Part is deemed to be
a reference to that provision as it has been
made applicable by this Part in respect of
insurance holding companies.
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References in
other Parts
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(3) A reference in a provision of another
Part to a provision that has been made
applicable in respect of insurance holding
companies by this Part is to be read as
including a reference to that provision as it has
been made applicable in respect of insurance
holding companies.
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DIVISION 2 |
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STATUS AND POWERS |
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Corporate
powers
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701. (1) An insurance holding company has
the capacity of a natural person and, subject to
this Act, the rights, powers and privileges of a
natural person.
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Powers
restricted
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(2) An insurance holding company shall not
carry on any business or exercise any power
that it is restricted by this Act from carrying on
or exercising, or exercise any of its powers in
a manner contrary to this Act.
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Business in
Canada
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(3) An insurance holding company may
carry on business throughout Canada.
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Powers
outside
Canada
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(4) Subject to this Act, an insurance holding
company has the capacity to carry on its
business, conduct its affairs and exercise its
powers in any jurisdiction outside Canada to
the extent and in the manner that the laws of
that jurisdiction permit.
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No invalidity
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702. No act of an insurance holding
company, including any transfer of property to
or by an insurance holding company, is invalid
by reason only that the act or transfer is
contrary to the insurance holding company's
incorporating instrument or this Act.
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By-law not
necessary
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703. It is not necessary for an insurance
holding company to pass a by-law in order to
confer any particular power on the insurance
holding company or its directors.
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No personal
liability
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704. The shareholders of an insurance
holding company are not, as shareholders,
liable for any liability, act or default of the
insurance holding company except as
otherwise provided by this Act.
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No
constructive
notice
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705. No person is affected by or is deemed
to have notice or knowledge of the contents of
a document concerning an insurance holding
company by reason only that the document
has been filed with the Superintendent or the
Minister or is available for inspection at an
office of the insurance holding company.
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Authority of
directors and
officers
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706. An insurance holding company or a
guarantor of an obligation of an insurance
holding company may not assert against a
person dealing with the insurance holding
company or with any person who has acquired
rights from the insurance holding company
that
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except where the person has or ought to have
by virtue of the person's position with or
relationship to the insurance holding company
knowledge to that effect.
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Sunset
provision
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707. Insurance holding companies shall not
carry on business after the day that is five
years after this section comes into force,
except that if Parliament dissolves on that day
or at any time within the three-month period
before that day, insurance holding companies
may continue to carry on business until the day
that is one hundred and eighty days after the
first day of the first session of the next
Parliament.
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DIVISION 3 |
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INCORPORATION, CONTINUANCE AND DISCONTINUANCE |
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Formalities of Incorporation
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Incorporation
of insurance
holding
company
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708. On the application of one or more
persons made in accordance with this Part, the
Minister may, subject to this Division, issue
letters patent incorporating an insurance
holding company.
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Restrictions
on
incorporation
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709. Letters patent incorporating an
insurance holding company may not be issued
if the application therefor is made by or on
behalf of
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National
treatment
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710. (1) If a proposed insurance holding
company would be a subsidiary of a foreign
institution that is engaged in the insurance
business, letters patent to incorporate the
insurance holding company may not be issued
unless the Minister is satisfied that, if the
application is made by a non-WTO Member
foreign institution, treatment as favourable for
insurance holding companies to which this
Act applies exists or will be provided in the
jurisdiction in which the foreign institution
principally carries on business, either directly
or through a subsidiary.
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Part XII of the
Bank Act
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(2) Nothing in subsection (1) affects the
operation of Part XII of the Bank Act.
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Application
for
incorporation
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711. An application for letters patent to
incorporate an insurance holding company
setting out the names of the first directors of
the insurance holding company shall be filed
with the Superintendent, together with such
other information, material and evidence as
the Superintendent may require.
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Matters for
consideration
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712. Before issuing letters patent to
incorporate an insurance holding company,
the Minister shall take into account all matters
that the Minister considers relevant to the
application, including
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Contents of
letters patent
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713. (1) There shall be set out in the letters
patent incorporating an insurance holding
company
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Provisions in
letters patent
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(2) The Minister may set out in the letters
patent incorporating an insurance holding
company any provision not contrary to this
Act that the Minister considers advisable in
order to take into account the particular
circumstances of the proposed insurance
holding company.
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Terms and
conditions
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(3) The Minister may impose such terms
and conditions in respect of the issuance of
letters patent incorporating an insurance
holding company as the Minister considers
necessary or appropriate.
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Letters patent
of
incorporation
on application
of life
company
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714. (1) If the Minister, under section 708,
issues letters patent incorporating an
insurance holding company on the application
of a life company, including a converted
company, there may, on the request of the
company, and with the approval of the
Minister, be included in the letters patent of
incorporation of the insurance holding
company a provision deeming shares of the
insurance holding company to be issued, on a
share for share basis, to all shareholders of the
company in exchange for all the issued and
outstanding shares of the company.
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Effect of
provision
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(2) Shares of an insurance holding company
deemed to be issued under subsection (1) are
subject to the same designation, rights,
privileges and restrictions or conditions and,
subject to any agreement to the contrary, to the
same charges, encumbrances and other
restrictions as the shares of the company for
which they are exchanged and the shares of the
company, on the issuance of the letters patent,
become the property of the insurance holding
company free and clear of any charge,
encumbrance or other restriction.
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Effect of
provision
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(3) An exchange of shares of a company
referred to in subsection (1) under a provision
included in the letters patent incorporating an
insurance holding company does not deprive
a person who was a holder of shares of the
company immediately before the exchange of
any right or privilege with respect to the shares
or relieve the person of any liability in respect
of the shares, but that right or privilege must
be exercised in accordance with this Act.
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Transfer and
voting of
company
shares
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(4) Despite subsection (3), no share of an
insurance holding company that is deemed to
be issued under a provision included in the
letters patent incorporating an insurance
holding company may subsequently be
transferred or voted contrary to this Act.
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Shareholder
and
policyholder
approval
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(5) No provision described in subsection (1)
may be included in letters patent issued under
section 708 unless the application for the
letters patent is accompanied by evidence that
the request for the provision was approved by
a special resolution of the shareholders and the
policyholders of the company who are entitled
to vote at a meeting of shareholders and
policyholders called to consider the
application.
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Exchange of
share
certificates
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(6) If, under a provision included in the
letters patent incorporating an insurance
holding company, a share exchange is deemed
to have taken place, the insurance holding
company shall, within ninety days after the
issuance of the letters patent, make provision
for the issue of share certificates representing
shares of the insurance holding company and
for the exchange of those certificates for share
certificates representing the shares of the
company that were outstanding on the
effective date of the letters patent.
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Proposal
involving
fundamental
change
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715. (1) On application, made in
accordance with the regulations, by a life
company, including a converted company, to
give effect to a proposal to incorporate an
insurance holding company as the holding
body corporate of the company and to make
any other fundamental change to the
company, including an exchange of any or all
of the shares of the company for shares of the
insurance holding company, the Minister may,
to give effect to the proposal, include in the
letters patent of incorporation of the insurance
holding company issued under section 708
any provision the Minister considers
necessary and give any approval that the
Minister considers necessary.
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