Dissent of absent director	(3) A director of an insurance holding company who is not present at a meeting at which a resolution is passed or action taken is deemed to have consented thereto unless, within seven days after the director becomes aware of the resolution, the director
	(a) causes the director's dissent to be placed with the minutes of the meeting; or
	(b) sends the director's dissent by registered mail or delivers it to the head office of the insurance holding company.
Record of attendance	823. (1) An insurance holding company shall keep a record of the attendance at each meeting of directors and each committee meeting of directors.
Statement to shareholders	(2) An insurance holding 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.
Meeting required by Superinten- dent	824. (1) Where in the opinion of the Superintendent it is necessary, the Superintendent may, by notice in writing, require an insurance holding company to hold a meeting of directors of the insurance holding company to consider the matters set out in the notice.
Attendance of Superinten- dent	(2) The Superintendent may attend and be heard at a meeting referred to in subsection (1).
	By-laws
By-laws	825. (1) Unless this Part otherwise provides, the directors of an insurance holding company may by resolution make, amend or repeal any by-law that regulates the business or affairs of the insurance holding company.
Shareholder approval	(2) The directors shall submit a by-law, or an amendment to or a repeal of a by-law, that is made under subsection (1) to the shareholders at the next meeting of shareholders, and the shareholders may, by resolution, confirm or amend the by-law, amendment or repeal.
Effective date of by-law	(3) Unless this Part 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 under subsection (2) 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.
Effect where no shareholder approval	(4) If a by-law, or an amendment to or a repeal of a by-law, is rejected by the shareholders, or is not submitted to the shareholders by the directors as required under subsection (2), the by-law, amendment or repeal ceases to be effective from the date of its rejection or the date of the next meeting of shareholders, as the case may be, and no subsequent resolution of the directors to make, amend or repeal a by-law having substantially the same purpose or effect is effective until it is confirmed, or confirmed as amended, by the shareholders.
Shareholder proposal of by-law	826. A shareholder entitled to vote at an annual meeting of shareholders may, in accordance with sections 770 and 771, make a proposal to make, amend or repeal a by-law.
Deemed by-laws	827. (1) Any matter provided for in the incorporating instrument of a body corporate continued as an insurance holding company at the time of continuance that, under this Part, would be provided for in the by-laws of an insurance holding company is deemed to be provided for in the by-laws of the insurance holding company.
by-law prevails	(2) If a by-law of the insurance holding company made in accordance with sections 825 and 826 amends or repeals any matter referred to in subsection (1), the by-law prevails.
	Committees of the Board
Committees	828. The directors of an insurance holding company may appoint from their number, in addition to the committees referred to in subsection 794(2), such other committees as they deem necessary and, subject to section 832, delegate to those committees such powers of the directors, and assign to those committees such duties, as the directors consider appropriate.
Audit committee	829. (1) The audit committee of an insurance holding company shall consist of at least three directors.
Membership	(2) None of the members of the audit committee may be officers or employees of the insurance holding company or of any of its subsidiaries.
Duties of audit committee	(3) The audit committee of an insurance holding company shall
	(a) review the annual statement of the insurance holding company before the annual statement is approved by the directors;
	(b) review such returns of the insurance holding company as the Superintendent may specify;
	(c) require the management of the insurance holding company to implement and maintain appropriate internal control procedures;
	(d) review, evaluate and approve those procedures;
	(e) review such investments and transactions that could adversely affect the well-being of the insurance holding company as the auditor or any officer of the insurance holding company may bring to the attention of the committee;
	(f) meet with the auditor to discuss the annual statement and the returns and transactions referred to in this subsection; and
	(g) meet with the chief internal auditor of the insurance holding company, or the officer or employee of the insurance holding company acting in a similar capacity, and with management of the insurance holding company, to discuss the effectiveness of the internal control procedures established for the insurance holding company.
Report	(4) In the case of the annual statement and returns of an insurance holding company that under this Part must be approved by the directors of the insurance holding company, the audit committee of the insurance holding company shall report thereon to the directors before the approval is given.
Required meeting of directors	(5) The audit committee of an insurance holding company may call a meeting of the directors of the insurance holding company to consider any matter of concern to the committee.
	Directors and Officers - Authority
Chief executive officer	830. The directors of an insurance holding company shall appoint from their number a chief executive officer who must be ordinarily resident in Canada and, subject to section 832, may delegate to that officer any of the powers of the directors.
Appointment of officers	831. (1) The directors of an insurance holding company may, subject to the by-laws, designate the offices of the insurance holding company, appoint officers thereto, specify the duties of those officers and delegate to them powers, subject to section 832, to manage the business and affairs of the insurance holding company.
Directors as officers	(2) Subject to section 799, a director of an insurance holding company may be appointed to any office of the insurance holding company.
Two or more offices	(3) Two or more offices of an insurance holding company may be held by the same person.
Limits on power to delegate	832. The directors of an insurance holding company may not delegate any of the following powers, namely, the power to
	(a) submit to the shareholders a question or matter requiring the approval of the shareholders;
	(b) fill a vacancy among the directors or a committee of directors or in the office of auditor of the insurance holding company;
	(c) issue or cause to be issued securities except in the manner and on terms authorized by the directors;
	(d) declare a dividend;
	(e) authorize the redemption or other acquisition by the insurance holding company pursuant to section 754 of shares issued by the insurance holding company;
	(f) authorize the payment of a commission on a share issue;
	(g) approve a management proxy circular;
	(h) except as provided in this Part, approve the annual statement of the insurance holding company and any other financial statements issued by the insurance holding company; or
	(i) adopt, amend or repeal by-laws.
Remunera- tion of directors, officers and employees	833. (1) Subject to this section and the by-laws, the directors of an insurance holding company may fix the remuneration of the directors, officers and employees of the insurance holding company.
by-law required	(2) No remuneration shall be paid to a director as director until a by-law fixing the aggregate of all amounts that may be paid to all directors in respect of directors' remuneration during a fixed period of time has been confirmed by special resolution.
Validity of acts	834. (1) An act of a director or an officer of an insurance holding company is valid notwithstanding a defect in the director's qualification or an irregularity in the director's election or in the appointment of the director or officer.
Validity of acts	(2) An act of the board of directors of an insurance holding company is valid notwithstanding a defect in the composition of the board or an irregularity in the election of the board or in the appointment of a member of the board.
Right to attend meetings	835. A director of an insurance holding company is entitled to attend and to be heard at every meeting of shareholders.
	Conflicts of Interest
Disclosure of interest	836. (1) A director or an officer of an insurance holding company who
	(a) is a party to a material contract or proposed material contract with the insurance holding company,
	(b) is a director or an officer of any entity that is a party to a material contract or proposed material contract with the insurance holding company, or
	(c) has a material interest in any person who is a party to a material contract or proposed material contract with the insurance holding company
	shall disclose in writing to the insurance holding company or request to have entered in the minutes of the meetings of directors the nature and extent of that interest.
Time of disclosure for director	(2) The disclosure required by subsection (1) shall be made, in the case of a director,
	(a) at the meeting of directors at which a proposed contract is first considered;
	(b) if the director was not then interested in a proposed contract, at the first meeting after the director becomes so interested;
	(c) if the director becomes interested after a contract is made, at the first meeting after the director becomes so interested; or
	(d) if a person who is interested in a contract later becomes a director, at the first meeting after that person becomes a director.
Time of disclosure for officer	(3) The disclosure required by subsection (1) shall be made, in the case of an officer who is not a director,
	(a) forthwith after the officer becomes aware that a proposed contract is to be considered or a contract has been considered at a meeting of directors;
	(b) if the officer becomes interested after a contract is made, forthwith after the officer becomes so interested; or
	(c) if a person who is interested in a contract later becomes an officer, forthwith after the person becomes an officer.
Time of disclosure for director or officer	(4) If a material contract or proposed material contract is one that, in the ordinary course of business of the insurance holding company, would not require approval by the directors or the shareholders, a director or an officer referred to in subsection (1) shall disclose in writing to the insurance holding company or request to have entered in the minutes of meetings of directors the nature and extent of the director's or officer's interest forthwith after the director or officer becomes aware of the contract or proposed contract.
Where director must abstain	837. (1) Where subsection 836(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
	(a) an arrangement by way of security for money lent to or obligations undertaken by the director for the benefit of the insurance holding company or a subsidiary of the insurance holding company;
	(b) a contract relating primarily to the director's remuneration as a director or an officer, employee or agent of the insurance holding company or a subsidiary of the insurance holding company or an entity controlled by the insurance holding company or an entity in which the insurance holding company has a substantial investment;
	(c) a contract for indemnity under section 846 or for insurance under section 847; or
	(d) a contract with an affiliate of the insurance holding company.
Ineligibility	(2) A director who knowingly contravenes subsection (1) ceases to hold office as director and is not eligible, for a period of five years after the date on which the contravention occurred, for election or appointment as a director of any insurance holding company, any bank holding company or any financial institution that is incorporated or formed by or under an Act of Parliament.
Validity of acts	(3) An act of the board of directors of an insurance holding 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.
Continuing disclosure	838. For the purposes of subsection 836(1), a general notice to the directors by a director or an officer declaring that the director or officer is a director or officer of an entity, or has a material interest in a person, and is to be regarded as interested in any contract made with that entity or person, is a sufficient declaration of interest in relation to any contract so made.
Avoidance standards	839. A material contract between an insurance holding company and one or more of its directors or officers, or between an insurance holding company and another entity of which a director or an officer of the insurance holding company is a director or an officer or between an insurance holding company and a person in which the director or officer has a material interest, is neither void nor voidable
	(a) by reason only of that relationship, or
	(b) by reason only that a director with an interest in the contract is present at or is counted to determine the presence of a quorum at the meeting of directors or the committee of directors that authorized the contract,
	if the director or officer disclosed the interest in accordance with subsection 836(2), (3) or (4) or section 838 and the contract was approved by the directors or the shareholders and it was reasonable and fair to the insurance holding company at the time it was approved.
Application to court	840. Where a director or an officer of an insurance holding company fails to disclose an interest in a material contract in accordance with sections 836 and 838, a court may, on the application of the insurance holding company or a shareholder of the insurance holding company, set aside the contract on such terms as the court thinks fit.
	Liability, Exculpation and Indemnification
Directors' liability	841. (1) The directors of an insurance holding company who vote for or consent to a resolution of the directors authorizing the issue of a share contrary to subsection 748(1) or the issue of subordinated indebtedness contrary to section 762 for a consideration other than money are jointly and severally liable to the insurance holding company to make good any amount by which the consideration received is less than the fair equivalent of the money that the insurance holding company would have received if the share or subordinated indebtedness had been issued for money on the date of the resolution.
Further liabilities	(2) The directors of an insurance holding company who vote for or consent to a resolution of the directors authorizing
	(a) a redemption or purchase of shares contrary to section 754,
	(b) a reduction of capital contrary to section 757,
	(c) a payment of a dividend contrary to section 761, or
	(d) a payment of an indemnity contrary to section 846