beneficially owned by the society and its prescribed subsidiaries exceeds, or the purchase or acquisition would cause that aggregate value to exceed, an amount determined in accordance with the regulations.

Aggregate Limit

Aggregate limit

566. A society shall not, and shall not permit its prescribed subsidiaries to,

    (a) purchase or otherwise acquire

      (i) participating shares of a body corporate, other than those of a permitted entity in which the society has, or by virtue of the acquisition would have, a substantial investment,

      (ii) ownership interests in an unincorporated entity, other than ownership interests in a permitted entity in which the society has, or by virtue of the acquisition would have, a substantial investment, or

      (iii) interests in real property, or

    (b) make an improvement to real property in which the society or any of its prescribed subsidiaries has an interest

if the aggregate value of

    (c) all participating shares and ownership interests referred to in subparagraphs (a)(i) and (ii) that are beneficially owned by the society and its prescribed subsidiaries, and

    (d) all interests of the society in real property referred to in subparagraph (a)(iii)

exceeds, or the acquisition or the making of the improvement would cause that aggregate value to exceed, an amount determined in accordance with the regulations.

1997, c. 15, s. 297

440. Sections 568 and 569 of the Act are replaced by the following:

Deemed temporary investment

568. If a society controls or has a substantial investment in an entity as permitted by this Part and the society becomes aware of a change in the business or affairs of the entity that, if the change had taken place before the acquisition of control or of the substantial investment, would have caused the entity not to be a permitted entity or would have been such that approval for the acquisition would have been required under subsection 554(5) , the society is deemed to have acquired, on the day the society becomes aware of the change, a temporary investment in respect of which section 557 applies.

Asset transactions

569. (1) A society shall not, and shall not permit its subsidiaries to, without the approval of the Superintendent, acquire assets from a person or transfer assets to a person if

A + B **** C

where

A is the value of the assets;

B is the total value of all assets that the society and its subsidiaries acquired from or transferred to that person in the twelve months ending immediately before the acquisition or transfer; and

C is ten per cent of the total value of the assets of the society, as shown in the last annual statement of the society prepared before the acquisition or transfer.

Exception

(2) The prohibition in subsection (1) does not apply in respect of

    (a) an asset that is a debt obligation referred to in subparagraphs (b)(i) to (v) of the definition ``commercial loan'' in subsection 490(1); or

    (b) a transaction or series of transactions by a society with another financial institution as a result of the society's participation in one or more syndicated loans with that financial institution.

Exception

(3) The approval of the Superintendent is not required if

    (a) the society sells assets under a sale agreement that is approved by the Minister under subsection 254(2); or

    (b) the society or its subsidiary acquires shares of, or ownership interests in, an entity for which the approval of the Minister under Part VII or subsection 554(5) is required.

Value of assets

(4) For the purposes of ``A'' in subsection (1), the value of the assets is

    (a) in the case of assets that are acquired, the purchase price of the assets or, if the assets are shares of, or ownership interests in, an entity the assets of which will be included in the annual statement of the society after the acquisition, the fair market value of the assets; and

    (b) in the case of assets that are transferred, the book value of the assets as stated in the last annual statement of the society prepared before the transfer or, if the assets are shares of, or ownership interests in, an entity the assets of which were included in the last annual statement of the society before the transfer, the value of the assets as stated in the annual statement.

Total value of all assets

(5) For the purposes of subsection (1), the total value of all assets that the society or any of its subsidiaries has acquired during the period of twelve months referred to in subsection (1) is the purchase price of the assets or, if the assets are shares of, or ownership interests in, an entity the assets of which immediately after the acquisition were included in the annual statement of the society, the fair market value of the assets of the entity at the date of the acquisition.

Total value of all assets

(6) For the purposes of subsection (1), the total value of all assets that the society or any of its subsidiaries has transferred during the period of twelve months referred to in subsection (1) is the book value of the assets as stated in the last annual statement of the society prepared before the transfer or, if the assets are shares of, or ownership interests in, an entity the assets of which were included in the last annual statement of the society before the transfer, the value of the assets of the entity as stated in the annual statement.

441. The Act is amended by adding the following after section 570:

Saving

570.001 A loan or investment referred to in section 570 is deemed not to be prohibited by the provisions of this Part.

1997, c. 15, s. 303

442. (1) The portion of subsection 587.1(1) of the Act before paragraph (a) is replaced by the following:

Restricted transactions

587.1 (1) Except in accordance with this section or an order made under subsection 678.6(1) , a foreign company shall not

(2) Subsection 587.1(2) of the Act is amended by adding the following after paragraph (a):

    (a.1) transfer all or any portion of its policies in Canada to any body corporate incorporated under the laws of a province that is authorized to transact the classes of insurance being transferred;

    (a.2) cause itself to be reinsured, on an assumption basis, against all or any portion of the risks undertaken by it in respect of its policies in Canada by any body corporate incorporated under the laws of a province that is authorized to transact the classes of insurance to be reinsured if the Superintendent has entered into satisfactory arrangements concerning the reinsurance with

      (i) the appropriate official or public body responsible for the supervision of the body corporate,

      (ii) the body corporate, or

      (iii) the appropriate official or public body and the body corporate;

443. Section 598 of the Act, as enacted by section 307 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''

598. For the purposes of this section and sections 598.1 to 605, ``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 foreign 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 foreign 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.

444. (1) Sections 604 and 605 of the Act are replaced by the following:

Complaints

Procedures for dealing with complaints

604. (1) A foreign company shall

    (a) establish procedures for dealing with complaints made by persons in Canada having requested or received products or services in Canada from the foreign company ;

    (b) designate an officer or employee of the foreign company to be responsible for implementing those procedures; and

    (c) designate one or more officers or employees of the foreign company to receive and deal with those complaints.

Procedures to be filed with Commission-
er

(2) A foreign company shall file with the Commissioner a copy of its procedures established under paragraph (1)(a) .

Obligation to be member of complaints body

604.1 In any province, if there is no law of the province that makes a foreign company subject to the jurisdiction of an organization that deals with complaints made by persons having requested or received products or services in the province from a foreign company, the foreign company shall be a member of an organization that is not controlled by it and that deals with those complaints that have not been resolved to the satisfaction of the persons under procedures established by foreign companies under paragraph 604(1)(a).

Information on contacting Agency

605. (1) A foreign company shall, in the prescribed manner, provide a person in Canada requesting or receiving a product or service in Canada from it with prescribed information on how to contact the Agency if the person has a complaint about an arrangement referred to in subsection 601(3), a payment, credit or charge card referred to in subsection 601(2) , the disclosure of or manner of calculating the cost of borrowing in respect of a loan repayable in Canada or an advance on the security or against the cash surrender value of a policy in Canada, or about any other obligation of the foreign company under a consumer provision.

Report

(2) The Commissioner shall prepare a report, to be included in the report referred to in section 34 of the Financial Consumer Agency of Canada Act , respecting

    (a) procedures for dealing with complaints established by foreign companies pursuant to paragraph 604(1)(a); and

    (b) the number and nature of complaints that have been brought to the attention of the Agency by persons who have requested or received a product or service from a foreign company.

(2) If this section comes into force before paragraph 604(1)(a) and subsection 605(1) of the Act, as enacted, respectively, by sections 311 and 312 of An Act to amend certain laws relating to financial institutions, being chapter 15 of the Statutes of Canada, 1997, come into force, then sections 311 and 312 of that Act are repealed.

445. The Act is amended by adding the following after section 607:

Regulations re disclosure

607.1 The Governor in Council may, subject to any other provisions of this Act relating to the disclosure of information, make regulations respecting the disclosure of information by foreign companies or any prescribed class of foreign companies, including regulations respecting

    (a) the information that must be disclosed, including information relating to

      (i) any product or service or prescribed class of products or services offered by them,

      (ii) any of their policies, procedures or practices relating to the offer by them of any product or service or prescribed class of products or services,

      (iii) anything they are required to do or to refrain from doing under a consumer provision, and

      (iv) any other matter that may affect their dealings with customers or the public;

    (b) the manner, place and time in which, and the persons to whom, information is to be disclosed; and

    (c) the content and form of any advertisement by foreign companies or any prescribed class of foreign companies relating to any matter referred to in paragraph (a).

1996, c. 6, s. 87

446. Section 608 of the Act and the heading before it are replaced by the following:

Adequacy of Assets

Adequacy of assets - foreign company

608. (1) A foreign company shall, in relation to its insurance risks in Canada maintain an adequate margin of assets in Canada over liabilities in Canada and shall comply with any regulations in relation to an adequate margin of assets in Canada over liabilities in Canada.

Liabilities

(2) For the purposes of subsection (1), the liabilities in Canada of a foreign company include the reserve included in the annual return required under subsection 665(2).

Guidelines

(3) The Superintendent may make guidelines in respect of any matter referred to in paragraph 610(1)(a).

Directives

(4) Notwithstanding that a foreign company is complying with regulations made under paragraph 610(1)(a) or guidelines made under subsection (3) , the Superintendent may, by order, direct the foreign company to increase the margin of its assets in Canada over its liabilities in Canada.

Compliance

(5) A foreign company shall comply with an order made under subsection (4) within the time that the Superintendent specifies in the order .

447. Paragraph 610(1)(a) of the Act is replaced by the following:

    (a) respecting the maintenance by foreign companies of an adequate margin of assets in Canada over liabilities in Canada;

448. Subsections 611(1) and (2) of the Act are replaced by the following:

Vesting in trust

611. (1) The assets that a foreign company is required to maintain in Canada under sections 608 and 609 and the regulations made under section 610 must be vested in trust in a Canadian financial institution chosen by the foreign company.

Conflict of interest

(2) No Canadian financial institution may be appointed as trustee if at the time of the appointment there is a material conflict of interest between the Canadian financial institution's role as trustee and any other of its roles.

449. Paragraph 647(1)(b) of the Act is replaced by the following:

    (b) accounting records respecting its insurance business in Canada; and

450. Paragraphs 660(2)(a) and (b) of the Act are replaced by the following:

    (a) require the management of the provincial company to establish procedures for complying with Part XI;

    (b) review those procedures and their effectiveness in ensuring that the provincial 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 provincial company, establish policies for entering into transactions referred to in section 528.1; and

451. The title of Part XV of the Act is replaced by the following: