Abandoning transaction	(7) Where a special resolution under subsection (6) approving a proposed transaction so states, the directors of an insurance holding company may, subject to the rights of third parties, abandon the transaction without further approval of the shareholders.
	Subdivision 5
	Head Office and Corporate Records
Head office	868. (1) An insurance holding company shall at all times have a head office in the place within Canada specified in its incorporating instrument or by-laws.
Change of head office	(2) The directors of an insurance holding company may change the address of the head office within the place specified in the incorporating instrument or by-laws.
Notice of change of address	(3) An insurance holding company shall send to the Superintendent, within fifteen days after any change of address of its head office, a notice of the change of address.
Insurance holding company records	869. (1) An insurance holding company shall prepare and maintain records containing
	(a) its incorporating instrument and by-laws and all amendments to them;
	(b) minutes of meetings and resolutions of shareholders;
	(c) the information referred to in paragraphs 994(1)(a) and (c) to (g) contained in all returns provided to the Superintendent under section 994; and
	(d) particulars of exceptions granted under section 725 or 866 that are from time to time applicable to the insurance holding company.
Additional records	(2) In addition to the records described in subsection (1), an insurance holding company shall prepare and maintain adequate
	(a) corporate accounting records; and
	(b) records containing minutes of meetings and resolutions of the directors and any committee thereof.
Continued insurance holding companies	(3) For the purposes of paragraph (1)(b) and subsection (2),
	(a) in the case of a body corporate continued as an insurance holding company under this Part, ``records'' includes similar records required by law to be maintained by the body corporate before it was so continued; and
	(b) in the case of a body corporate amalgamated and continued as an insurance holding company under this Part, ``records'' includes similar records required by law to be maintained by the body corporate before it was so amalgamated.
Place of records	870. (1) The records described in section 869 shall be kept at the head office of the insurance holding company or at such other place in Canada as the directors think fit.
Notice of place of records	(2) Where any of the records described in section 869 are not kept at the head office of an insurance holding company, the insurance holding company shall notify the Superintendent of the place where the records are kept.
Inspection	(3) The records described in section 869 shall at all reasonable times be open to inspection by the directors.
Access to insurance holding company records	(4) Shareholders and creditors of an insurance holding company and their personal representatives may examine the records referred to in subsection 869(1) during the usual business hours of the insurance holding company, and may take extracts therefrom, free of charge, or have copies made thereof on payment of a reasonable fee and, where the insurance holding company is a distributing insurance holding company within the meaning of subsection 288(1), any other person may, on payment of a reasonable fee, examine such records and take extracts therefrom or copies thereof.
Copies of by-laws for shareholders	(5) Every shareholder of an insurance holding company is entitled, on request made not more often than once in each calendar year, to receive free of charge one copy of the by-laws of the insurance holding company.
Electronic access	(6) An insurance holding company may make the information contained in records referred to in subsection 869(1) available to persons by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing the records in intelligible written form within a reasonable time.
Shareholder lists	871. (1) A person who is entitled to a basic list of shareholders of an insurance holding company (in this section referred to as the ``applicant'') may request the insurance holding company to furnish the applicant with a basic list within ten days after receipt by the insurance holding company of the affidavit referred to in subsection (2) and, on payment of a reasonable fee by the applicant, the insurance holding company shall comply with the request.
Affidavit and contents	(2) A request under subsection (1) must be accompanied by an affidavit containing
	(a) the name and address of the applicant,
	(b) the name and address for service of the entity, if the applicant is an entity, and
	(c) an undertaking that the basic list and any supplemental lists obtained pursuant to subsections (5) and (6) will not be used except as permitted under section 873,
	and, if the applicant is an entity, the affidavit shall be made by a director or an officer of the entity, or any person acting in a similar capacity.
Entitlement	(3) Every shareholder or creditor of an insurance holding company or the personal representative of a shareholder or creditor of an insurance holding company is entitled to a basic list of shareholders of the insurance holding company, but, if the insurance holding company is a distributing company within the meaning of subsection 288(1), any person is entitled to a basic list of shareholders of the insurance holding company on request therefor.
Basic list of shareholders	(4) A basic list of shareholders of an insurance holding company consists of a list of shareholders that is made up to a date not more than ten days before the receipt of the affidavit referred to in subsection (2) and that sets out
	(a) the names of the shareholders of the insurance holding company;
	(b) the number of shares owned by each shareholder; and
	(c) the address of each shareholder as shown in the records of the insurance holding company.
Supple- mental lists	(5) A person requiring an insurance holding company to supply a basic list of shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the insurance holding company or its agent, on payment of a reasonable fee, to provide supplemental lists of shareholders setting out any changes from the basic list in the names and addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date to which the basic list is made up.
When supplemental lists to be furnished	(6) An insurance holding company or its agent shall provide a supplemental list of shareholders required under subsection (5)
	(a) within ten days following the date the basic list is provided, where the information relates to changes that took place prior to that date; and
	(b) within ten days following the day to which the supplemental list relates, where the information relates to changes that took place on or after the date the basic list was provided.
Option holders	872. A person requiring an insurance holding company to supply a basic list or a supplemental list of shareholders may also require the insurance holding company to include in that list the name and address of any known holder of an option or right to acquire shares of the insurance holding company.
Use of shareholder list	873. A list of shareholders obtained under section 871 shall not be used by any person except in connection with
	(a) an effort to influence the voting of shareholders of the insurance holding company;
	(b) an offer to acquire shares of the insurance holding company; or
	(c) any other matter relating to the affairs of the insurance holding company.
Form of records	874. (1) A register or other record required or authorized by this Part to be prepared and maintained by an insurance holding company
	(a) may be in a bound or loose-leaf form or in a photographic film form; or
	(b) may be entered or recorded by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time.
Conversion of records	(2) Registers and records maintained in one form may be converted to any other form.
Destruction of converted records	(3) Despite section 877, an insurance holding company may destroy any register or other record referred to in subsection (1) at any time after the register or other record has been converted to another form.
Protection of records	875. An insurance holding company and its agents shall take reasonable precautions to
	(a) prevent loss or destruction of,
	(b) prevent falsification of entries in,
	(c) facilitate detection and correction of inaccuracies in, and
	(d) ensure that unauthorized persons do not have access to or use of information in,
	the registers and records required or authorized by this Part to be prepared and maintained.
Location and processing of information	876. (1) Subject to subsection (3), an insurance holding company shall maintain and process in Canada information or data relating to the preparation and maintenance of the records referred to in section 869 unless the Superintendent has, subject to any terms and conditions that the Superintendent considers appropriate, exempted the insurance holding company from the application of this section.
Copies	(2) Subject to subsections (3) and (4), an insurance holding company may maintain copies of the records referred to in subsection (1) outside Canada and may further process outside Canada any information or data relating to those copies.
Information for Superinten- dent	(3) Where an insurance holding company, in accordance with subsection (2), maintains outside Canada copies of any records referred to in subsection (1) or further processes information or data relating to those copies outside Canada, the insurance holding company shall so inform the Superintendent and provide the Superintendent with a list of those copies maintained outside Canada and a description of the further processing of information or data relating to those copies outside Canada and such other information as the Superintendent may require from time to time.
Processing information in Canada	(4) If the Superintendent is at any time of the opinion that the maintenance outside Canada of any copies referred to in subsection (3), or the further processing of information or data relating to any such copies outside Canada, is incompatible with the fulfilment of the Superintendent's responsibilities under this Part or the Superintendent is advised by the Minister that, in the opinion of the Minister, such maintenance or further processing is not in the national interest, the Superintendent shall direct the insurance holding company to maintain those copies, or to further process information or data relating to those copies, in Canada.
Insurance holding company to comply	(5) An insurance holding company shall forthwith comply with any direction issued under subsection (4).
Guidelines	(6) The Superintendent shall issue guidelines respecting the circumstances under which an exemption referred to in subsection (1) may be available.
Retention of records	877. An insurance holding company shall retain
	(a) the records of the insurance holding company referred to in subsection 869(1);
	(b) any record of the insurance holding company referred to in paragraph 869(2)(a) or (b); and
	(c) the central securities register referred to in subsection 271(1).
Regulations	878. The Governor in Council may make regulations respecting the records, papers and documents to be retained by an insurance holding company and the length of time those records, papers and documents are to be retained.
	Subdivision 6
	Securities Registers
Sections 271 to 277 apply	879. Sections 271 to 277 apply in respect of insurance holding companies, subject to the following:
	(a) references to ``company'' in those sections are to be read as references to ``insurance holding company'';
	(b) the reference to ``Subsection 262(5) and sections 266 to 268'' in subsection 271(3) is to be read as a reference to ``Subsection 870(4) and sections 874 to 876''; and
	(c) the reference to ``subsection 73(1)'' in section 277 is to be read as a reference to ``subsection 752(1)''.
	Subdivision 7
	Corporate Name and Seal
Publication of name	880. An insurance holding company shall set out its name in legible characters in all contracts, negotiable instruments and other documents evidencing rights or obligations with respect to other parties that are issued or made by or on behalf of the insurance holding company.
Corporate seal	881. An instrument or agreement executed on behalf of an insurance holding company by a director, an officer or an agent of the insurance holding company is not invalid merely because a corporate seal is not affixed thereto.
	Subdivision 8
	Insiders
Sections 288 to 295 apply	882. Sections 288 to 295 apply in respect of insurance holding companies, subject to the following:
	(a) references to ``company'' in those sections are to be read as references to ``insurance holding company'';
	(b) references to ``this Act'' in those sections are to be read as references to ``this Part''; and
	(c) references to ``this Division'' in those sections are to be read as references to ``this Subdivision''.
	Subdivision 9
	Prospectus
Sections 296 to 306 apply	883. Sections 296 to 306 apply in respect of insurance holding companies, subject to the following:
	(a) references to ``company'' in those sections are to be read as references to ``insurance holding company'';
	(b) references to ``this Act'' in those sections are to be read as references to ``this Part''; and
	(c) references to ``this Division'' in those sections are to be read as references to ``this Subdivision''.
	Subdivision 10
	Compulsory Acquisitions
Sections 307 to 316 apply	884. Sections 307 to 316 apply in respect of insurance holding companies, subject to the following: