|
|
(c) if the person failed to comply with an
undertaking referred to in subsection
416(2), the company complies with section
411; or
|
|
|
|
(d) if the person failed to comply with a
term or condition imposed under section
421, the person complies with the term or
condition.
|
|
| Saving
|
(3) Despite subsection (1), if a person
contravenes subsection 407(4) by reason only
that, as a result of an event that has occurred
and is continuing and is not within the control
of the person, shares of the converted
company beneficially owned by the person or
by any entity controlled by the person acquire
voting rights in such number so as to cause the
person to be a major shareholder of the
converted company, the Minister may, after
consideration of the circumstances, permit the
person and any entity controlled by the person
to exercise voting rights, in person or by
proxy, in respect of any class of voting shares
of the converted company beneficially owned
by them that do not in aggregate exceed 20 per
cent of the voting rights attached to that class
of voting shares.
|
|
| Saving
|
(4) Despite subsection (1), if a person
contravenes subsection 407(9) by reason only
that, as a result of an event that has occurred
and is continuing and is not within the control
of the person, shares of the company
beneficially owned by the person or by any
entity controlled by the person acquire voting
rights in such number so as to cause the person
to be a major shareholder of the company, the
Minister may, after consideration of the
circumstances, permit the person and any
entity controlled by the person to exercise
voting rights, in person or by proxy, in respect
of any class of voting shares of the company
beneficially owned by them that do not in
aggregate exceed 20 per cent of the voting
rights attached to that class of voting shares.
|
|
|
|
411. Section 419 of the Act is replaced by
the following:
|
|
| Application
for approval
|
419. (1) An application for an approval of
the Minister required under this Part must be
filed with the Superintendent and contain the
information, material and evidence that the
Superintendent may require.
|
|
| Applicant
|
(2) If , with respect to any particular
transaction, this Part applies to more than one
person, any one of those persons may make the
application to the Minister for approval on
behalf of all of those persons.
|
|
|
|
412. Subsection 420(1) of the Act is
replaced by the following:
|
|
| Matters for
consideration
|
420. (1) Subject to subsection (1.1), if an
application for an approval under section 407
is made, the Minister, in determining whether
or not to approve the transaction, shall take
into account all matters that the Minister
considers relevant to the application,
including
|
|
|
|
(a) the nature and sufficiency of the
financial resources of the applicant or
applicants as a source of continuing
financial support for the company;
|
|
|
|
(b) the soundness and feasibility of the
plans of the applicant or applicants for the
future conduct and development of the
business of the company;
|
|
|
|
(c) the business record and experience of
the applicant or applicants;
|
|
|
|
(d) the character and integrity of the
applicant or applicants or, if the applicant or
any of the applicants is a body corporate, its
reputation for being operated in a manner
that is consistent with the standards of good
character and integrity;
|
|
|
|
(e) whether the company will be operated
responsibly by persons with the
competence and experience suitable for
involvement in the operation of a financial
institution;
|
|
|
|
(f) if the company 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, or
a company that controls, within the
meaning of paragraph 3(1)(d), such a
converted company, the opinion of the
Superintendent regarding the extent to
which the corporate structure of the
applicant or applicants and their affiliates
may affect the supervision and regulation of
the company, having regard to
|
|
|
|
(i) the nature and extent of the proposed
financial services activities to be carried
out by the company and its affiliates, and
|
|
|
|
(ii) the nature and degree of supervision
and regulation applying to the proposed
financial services activities to be carried
out by the affiliates of the company;
|
|
|
|
(g) the impact of any integration of the
businesses and operations of the applicant
or applicants with those of the company on
the conduct of those businesses and
operations; and
|
|
|
|
(h) the best interests of the financial system
in Canada.
|
|
| Exception
|
(1.1) Subject to subsection 407.2(1), the
Minister shall take into account only
paragraph (1)(d) if the application is in respect
of a transaction that would result in the
applicant or applicants holding
|
|
|
|
(a) more than 10 per cent but no more than
20 per cent of any class of the outstanding
voting shares of a converted company in
respect of which subsection 407(4) applies
or of a company to which subsection 407(5)
applies; or
|
|
|
|
(b) more than 10 per cent but no more than
30 per cent of any class of the outstanding
non-voting shares of such a converted
company or company.
|
|
|
|
413. Section 421 of the Act is replaced by
the following:
|
|
| Terms and
conditions
|
421. The Minister may impose any terms
and conditions in respect of an approval given
under this Part that the Minister considers
necessary to ensure compliance with any
provision of this Act.
|
|
|
|
414. (1) Subsection 422(1) of the Act is
replaced by the following:
|
|
| Certifying
receipt of
application
|
422. (1) If , in the opinion of the
Superintendent, an application filed under this
Part contains all the required information, the
Superintendent shall without delay refer the
application to the Minister and send a receipt
to the applicant certifying the date on which
the completed application was received by the
Superintendent.
|
|
|
|
(2) Subsection 422(2) of the English
version of the Act is replaced by the
following:
|
|
| Incomplete
application
|
(2) If , in the opinion of the Superintendent,
an application filed under this Part is
incomplete, the Superintendent shall send a
notice to the applicant specifying the
information required by the Superintendent to
complete the application.
|
|
| 1996, c. 6,
s. 78
|
415. (1) Subsection 432(1) of the Act is
replaced by the following:
|
|
| Disposition of
shareholdings
|
432. (1) If , with respect to any company, a
person contravenes subsection 407(1), (4),
(9), (11) or (15) or section 407.03, 407.1 or
407.2 or fails to comply with an undertaking
referred to in subsection 416(2) or with any
term or condition imposed under section 421,
the Minister may, if the Minister considers it
in the public interest to do so, by order, direct
that person and any person controlled by that
person to dispose of any number of shares of
the bank 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
person and the persons controlled by that
person that is specified in the order.
|
|
|
|
(2) Subsections 432(3) and (4) of the Act
are replaced by the following:
|
|
| Appeal
|
(3) Any person with respect to whom a
direction has been made under subsection (1)
may, within thirty days after the date of the
direction, appeal the matter in accordance
with section 1020 .
|
|
| 1997, c. 15,
s. 247
|
416. (1) The portion of subsection 441(1)
of the Act before paragraph (e) is replaced
by the following:
|
|
| Additional
activities
|
441. (1) In addition, a company may
|
|
|
|
(a) act as an agent for vendors, purchasers,
mortgagors, mortgagees, lessors or lessees
of real property and provide consulting or
appraisal services in respect of real
property;
|
|
|
|
(b) hold, manage and otherwise deal with
real property;
|
|
|
|
(c) provide information processing services
in Canada that the company has developed
for its own use and that are an integral part
of the company's operations to entities in
which the company has a substantial
investment that do not provide information
processing services to other entities;
|
|
|
|
(d) outside Canada, or with the prior written
approval of the Minister, in Canada, engage
in any of the following activities, namely,
|
|
|
|
(i) collecting, manipulating and
transmitting
|
|
|
|
(A) information that is primarily
financial or economic in nature,
|
|
|
|
(B) information that relates to the
business of a permitted entity, as
defined in subsection 490(1), or
|
|
|
|
(C) any other information that the
Minister may, by order, specify,
|
|
|
|
(ii) providing advisory or other services
in the design, development or
implementation of information
management systems,
|
|
|
|
(iii) designing, developing or marketing
computer software, and
|
|
|
|
(iv) designing, developing,
manufacturing or selling, as an ancillary
activity to any activity referred to in any
of subparagraphs (i) to (iii) that the
company is engaging in, computer
equipment integral to the provision of
information services related to the
business of financial institutions or to the
provision of financial services;
|
|
|
|
(d.1) with the prior written approval of the
Minister, develop, design, hold, manage,
manufacture, sell or otherwise deal with
data transmission systems, information
sites, communication devices or
information platforms or portals that are
used
|
|
|
|
(i) to provide information that is
primarily financial or economic in
nature,
|
|
|
|
(ii) to provide information that relates to
the business of a permitted entity, as
defined in subsection 490(1), or
|
|
|
|
(iii) for a prescribed purpose or in
prescribed circumstances;
|
|
| 1997, c. 15,
s. 247(4)
|
(2) Subsection 441(1.1) of the Act is
replaced by the following:
|
|
| Additional
activities -
life companies
|
(1.1) A life company may engage under
prescribed terms and conditions, if any are
prescribed, in specialized business
management or advisory services.
|
|
| 1997, c. 15,
s. 247(5)
|
(3) Paragraphs 441(4)(a) and (b) of the
Act are replaced by the following:
|
|
|
|
(a) respecting what a company may or may
not do with respect to the carrying on of the
activities referred to in any of paragraphs
(1)(d) and (d.1) and subsection (1.1);
|
|
|
|
(b) imposing terms and conditions in
respect of
|
|
|
|
(i) the provision of services referred to in
paragraphs (1)(a) and 440(2)(b), and
|
|
|
|
(ii) the carrying on of the activities
referred to in any of paragraphs (1)(d)
and (d.1) and subsection (1.1); and
|
|
|
|
(c) respecting the circumstances in which
companies may be exempted from the
requirement to obtain the approval of the
Minister before carrying on a particular
activity referred to in paragraph (1)(d) or
(d.1).
|
|
|
|
417. (1) Paragraph 442(1)(a) of the Act is
replaced by the following:
|
|
|
|
(a) act as agent for any person in respect of
the provision of any service that is provided
by a financial institution, a permitted entity
as defined in subsection 490(1) or a
prescribed entity;
|
|
|
|
(2) Paragraph 442(1)(c) of the Act is
replaced by the following:
|
|
|
|
(c) refer any person to any such financial
institution or entity .
|
|
|
|
418. Section 470 of the Act is replaced by
the following:
|
|
| Policies re
security
interests
|
470. (1) The directors of a company shall
establish and the company shall adhere to
policies regarding the creation of security
interests in property of the company to secure
obligations of the company and the
acquisition by the company of beneficial
interests in property that is subject to security
interests.
|
|
| Order to
amend
policies
|
(2) The Superintendent may, by order,
direct a company to amend its policies as
specified in the order.
|
|
| Compliance
|
(3) A company shall comply with an order
made under subsection (2) within the time
specified in the order.
|
|
| Regulations
and guidelines
|
470.1 The Governor in Council may make
regulations and the Superintendent may make
guidelines respecting the creation by a
company of security interests in its property to
secure obligations of the company and the
acquisition by the company of beneficial
interests in property that is subject to security
interests.
|
|
| Exception
|
470.2 Sections 470 and 470.1 do not apply
in respect of a security interest created by a
company to secure an obligation of the
company to the Bank of Canada.
|
|
|
|
419. Subsection 472(1) of the Act is
replaced by the following:
|
|
| Restriction on
partnerships
|
472. (1) Except with the approval of the
Superintendent, a company may not be a
general partner in a limited partnership or a
partner in a general partnership.
|
|
|
|
420. (1) The portion of subsection 474(1)
of the Act before paragraph (a) is replaced
by the following:
|
|
| Restriction on
guarantees
|
474. (1) A life company shall not guarantee
on behalf of any person the payment or
repayment of any sum of money unless
|
|
| 1997, c. 15,
s. 254
|
(2) Subsection 474(2) of the French
version of the Act is replaced by the
following:
|
|
| Exception
|
(2) Dans les cas où la personne visée au
paragraphe (1) est une filiale de la société
garante, celle-ci peut garantir une somme qui
n'est pas fixe.
|
|
|
|
421. Section 475 of the Act is replaced by
the following:
|
|
| Restriction on
leasing
|
475. A life company shall not engage in
Canada in any personal property leasing
activity in which a financial leasing entity ,
within the meaning of subsection 490(1), is
not permitted to engage.
|
|
| 1997, c. 15,
s. 255
|
422. Subsection 477(1) of the Act is
replaced by the following:
|
|
| Restriction on
guarantees
|
477. (1) A property and casualty company
shall not guarantee on behalf of any person the
payment or repayment of any sum of money
unless the person on whose behalf the
company has undertaken to guarantee the
payment or repayment is a subsidiary of the
company and has an unqualified obligation to
reimburse the company for the full amount of
the payment or repayment to be guaranteed.
|
|
|
|
423. Section 479 of the Act, as enacted by
section 256 of An Act to amend certain laws
relating to financial institutions, being
chapter 15 of the Statutes of Canada, 1997,
is replaced by the following:
|
|
| Definition of
``cost of
borrowing''
|
479. For the purposes of this section and
sections 479.1 to 487, ``cost of borrowing''
means, in respect of a loan or an advance on
the security or against the cash surrender value
of a policy made by a company,
|
|
|
|
(a) the interest or discount applicable to the
loan or advance;
|
|
|
|
(b) any amount charged in connection with
the loan or advance that is payable by the
borrower to the company; and
|
|
|
|
(c) any charge prescribed to be included in
the cost of borrowing.
|
|
|
|
For those purposes, however, ``cost of
borrowing'' does not include any charge
prescribed to be excluded from the cost of
borrowing.
|
|
|
|
424. (1) Sections 486 and 487 of the Act
are replaced by the following:
|
|