Where Superinten- dent may fill vacancy	(2) Where the directors fail to fill a vacancy in accordance with subsection (1), the Superintendent may fill the vacancy and the auditor so appointed holds office for the unexpired term of office of the predecessor of that auditor.
Designation of member of firm	(3) Where the Superintendent has, pursuant to subsection (2), appointed a firm of accountants to fill a vacancy, the Superintendent shall designate the member of the firm who is to conduct the audit of the insurance holding company on behalf of the firm.
Right to attend meetings	899. (1) The auditor of an insurance holding company is entitled to receive notice of every meeting of shareholders and, at the expense of the insurance holding company, to attend and be heard at those meetings on matters relating to the duties of the auditor.
Duty to attend meeting	(2) If a director or a shareholder of an insurance holding company, whether or not the shareholder is entitled to vote at the meeting, gives written notice, not less than ten days before a meeting of shareholders, to an auditor or former auditor of the insurance holding company that the director or shareholder wishes the auditor's attendance at the meeting, the auditor or former auditor shall attend the meeting at the expense of the insurance holding company and answer questions relating to the auditor's or former auditor's duties as auditor.
Notice to insurance holding company	(3) A director or shareholder who gives notice under subsection (2) shall send concurrently a copy of the notice to the insurance holding company and the insurance holding company shall forthwith send a copy thereof to the Superintendent.
Superinten- dent may attend	(4) The Superintendent may attend and be heard at any meeting referred to in subsection (2).
Statement of auditor	900. (1) An auditor of an insurance holding company who
	(a) resigns,
	(b) receives a notice or otherwise learns of a meeting of shareholders called for the purpose of revoking the appointment of the auditor, or
	(c) receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed in the auditor's stead, whether because of the auditor's resignation or revocation of appointment or because the auditor's term of office has expired or is about to expire,
	shall submit to the insurance holding company and the Superintendent a written statement giving the reasons for the resignation or the reasons why the auditor opposes any proposed action.
Statement to be sent to shareholders	(2) Where an insurance holding company receives a written statement referred to in subsection (1) that relates to a resignation as a result of a disagreement with the directors or officers of the insurance holding company or that relates to a matter referred to in paragraph (1)(b) or (c), the insurance holding company shall forthwith send a copy of the statement to each shareholder who is entitled to vote at the annual meeting of shareholders.
Duty of replacement auditor	901. (1) If an auditor of an insurance holding company has resigned or the appointment of an auditor has been revoked, no firm shall accept an appointment or consent to be appointed as auditor of the insurance holding company until the firm has requested and received from the other auditor a written statement of the circumstances and reasons why the other auditor resigned or why, in the other auditor's opinion, the other auditor's appointment was revoked.
Exception	(2) Despite subsection (1), a firm may accept an appointment or consent to be appointed as auditor of an insurance holding company if, within fifteen days after a request under that subsection is made, no reply from the other auditor is received.
Effect of non-complian ce	(3) Unless subsection (2) applies, an appointment as auditor of an insurance holding company is void if subsection (1) has not been complied with.
	Examinations and Reports
Auditor's examination	902. (1) The auditor of an insurance holding company shall make such examination as the auditor considers necessary to enable the auditor to report on the annual statement and on other financial statements required by this Part to be placed before the shareholders, except such annual statements or parts thereof as relate to the period referred to in subparagraph 887(1)(a)(ii).
Auditing standards	(2) The auditor's examination referred to in subsection (1) shall, except as otherwise specified by the Superintendent, be conducted in accordance with generally accepted auditing standards, the primary source of which is the Handbook of the Canadian Institute of Chartered Accountants.
Right to information	903. (1) On the request of the auditor of an insurance holding company, the present or former directors, officers, employees or representatives of the insurance holding company shall, to the extent that they are reasonably able to do so,
	(a) permit access to such records, assets and security held by the insurance holding company or any entity in which the insurance holding company has a substantial investment, and
	(b) provide such information and explanations
	as are, in the opinion of the auditor, necessary to enable the auditor to perform the duties of auditor of the insurance holding company.
Directors to provide information	(2) On the request of the auditor of an insurance holding company, the directors of the insurance holding company shall, to the extent that they are reasonably able to do so,
	(a) obtain from the present or former directors, officers, employees and representatives of any entity in which the insurance holding company has a substantial investment the information and explanations that such persons are reasonably able to provide and that are, in the opinion of the auditor, necessary to enable the auditor to perform the duties of auditor of the insurance holding company; and
	(b) provide the auditor with the information and explanations so obtained.
No civil liability	(3) A person who in good faith makes an oral or written communication under subsection (1) or (2) shall not be liable in any civil action arising from having made the communication.
Auditor's report and extended examination	904. (1) The Superintendent may, in writing, require that the auditor of an insurance holding company report to the Superintendent on the extent of the auditor's procedures in the examination of the annual statement and may, in writing, require that the auditor enlarge or extend the scope of that examination or direct that any other particular procedure be performed in any particular case, and the auditor shall comply with any such requirement of the Superintendent and report to the Superintendent thereon.
Special examination	(2) The Superintendent may, in writing, require that the auditor of an insurance holding company make a particular examination to determine whether any procedures adopted by the insurance holding company may be prejudicial to the interests of depositors, policyholders or creditors of any federal financial institution that is affiliated with the insurance holding company, or any other examination as, in the Superintendent's opinion, the public interest may require, and report to the Superintendent thereon.
Special examination	(3) The Superintendent may direct that a special audit of an insurance holding company be made if, in the opinion of the Superintendent, it is so required and may appoint for that purpose a firm of accountants qualified under subsection 894(1) to be an auditor of the insurance holding company.
Expenses payable by insurance holding company	(4) The expenses entailed by any examination or audit referred to in any of subsections (1) to (3) are payable by the insurance holding company on being approved in writing by the Superintendent.
Auditor's report	905. (1) The auditor shall, not less than twenty-one days before the date of the annual meeting of the shareholders of the insurance holding company, make a report in writing to them on the annual statement.
Audit for shareholders	(2) In each report required under subsection (1), the auditor shall state whether, in the auditor's opinion, the annual statement presents fairly, in accordance with the accounting principles referred to in subsection 887(4), the financial position of the insurance holding company as at the end of the financial year to which it relates and the results of the operations and changes in the financial position of the insurance holding company for that financial year.
Auditor's remarks	(3) In each report referred to in subsection (2), the auditor shall include such remarks as the auditor considers necessary when
	(a) the examination has not been made in accordance with the auditing standards referred to in subsection 902(2);
	(b) the annual statement has not been prepared on a basis consistent with that of the preceding financial year; or
	(c) the annual statement does not present fairly, in accordance with the accounting principles referred to in subsection 887(4), the financial position of the insurance holding company as at the end of the financial year to which it relates or the results of the operations or changes in the financial position of the insurance holding company for that financial year.
Report on directors' statement	906. (1) The auditor of an insurance holding company shall, if required by the shareholders, audit and report to them on any financial statement submitted to them by the directors, and the report shall state whether, in the auditor's opinion, the financial statement presents fairly the information required by the shareholders.
Sending report	(2) A report of the auditor made under subsection (1) shall be attached to the financial statement to which it relates and a copy of the statement and report shall be sent by the directors to every shareholder and to the Superintendent.
Auditor of subsidiaries	907. (1) An insurance holding company shall take all necessary steps to ensure that its auditor is duly appointed as the auditor of each of its subsidiaries.
Subsidiary outside Canada	(2) Subsection (1) applies in the case of a subsidiary that carries on its operations in a country other than Canada unless the laws of that country do not permit the appointment of the auditor of the insurance holding company as the auditor of that subsidiary.
Exception	(3) Subsection (1) does not apply in respect of any particular subsidiary where the insurance holding company, after having consulted its auditor, is of the opinion that the total assets of the subsidiary are not a material part of the total assets of the insurance holding company.
Auditor's attendance	908. (1) The auditor of an insurance holding company is entitled to receive notice of every meeting of the audit committee of the insurance holding company and, at the expense of the insurance holding company, to attend and be heard at that meeting.
Attendance	(2) If so requested by a member of the audit committee, the auditor shall attend every meeting of the audit committee held during the member's term of office.
Calling meeting	909. (1) The auditor of an insurance holding company or a member of the audit committee may call a meeting of the audit committee.
Right to interview	(2) The chief internal auditor of an insurance holding company or any officer or employee of the insurance holding company acting in a similar capacity shall, at the request of the auditor of the insurance holding company and on receipt of reasonable notice, meet with the auditor.
Notice of errors	910. (1) A director or an officer of an insurance holding company shall forthwith notify the audit committee and the auditor of the insurance holding company of any error or misstatement of which the director or officer becomes aware in an annual statement or other financial statement on which the auditor or any former auditor has reported.
Error noted by auditor	(2) If the auditor or a former auditor of an insurance holding company is notified or becomes aware of an error or misstatement in an annual statement or other financial statement on which the auditor reported and in the auditor's opinion the error or misstatement is material, the auditor or former auditor shall inform each director of the insurance holding company accordingly.
Duty of directors	(3) Where under subsection (2) the auditor or a former auditor of an insurance holding company informs the directors of an error or misstatement in an annual statement or other financial statement, the directors shall
	(a) prepare and issue a revised annual statement or financial statement; or
	(b) otherwise inform the shareholders and the Superintendent of the error or misstatement.
	Qualified Privilege
Qualified privilege for statements	911. Any oral or written statement or report made under this Part by the auditor or a former auditor of an insurance holding company has qualified privilege.
	Subdivision 14
	Remedial Actions
Derivative action	912. (1) Subject to subsection (2), a complainant or the Superintendent may apply to a court for leave to bring an action under this Part in the name and on behalf of an insurance holding company or any of its subsidiaries, or to intervene in an action under this Part to which the insurance holding company or a subsidiary of the insurance holding company is a party, for the purpose of prosecuting, defending or discontinuing the action on behalf of the insurance holding company or the subsidiary.
Conditions precedent	(2) No action may be brought and no intervention in an action may be made under subsection (1) by a complainant unless the court is satisfied that
	(a) the complainant has given reasonable notice to the directors of the insurance holding company or the subsidiary of the complainant's intention to apply to the court under that section if the directors of the insurance holding company or its subsidiary do not bring, diligently prosecute or defend or discontinue the action;
	(b) the complainant is acting in good faith; and
	(c) it appears to be in the interests of the insurance holding company or the subsidiary that the action be brought, prosecuted, defended or discontinued.
Notice to Superinten- dent	(3) A complainant under subsection (1) shall give the Superintendent notice of the application and the Superintendent may appear and be heard in person or by counsel at the hearing of the application.
Powers of court	913. (1) In connection with an action brought or intervened in under subsection 912(1), the court may at any time make any order it thinks fit including, without limiting the generality of the foregoing,
	(a) an order authorizing the Superintendent, the complainant or any other person to control the conduct of the action;
	(b) an order giving directions for the conduct of the action;
	(c) an order directing that any amount adjudged payable by a defendant in the action be paid, in whole or in part, directly to former and present security holders of the insurance holding company who are entitled to participate in its profits or of the subsidiary instead of to the insurance holding company or to the subsidiary; and
	(d) an order requiring the insurance holding company or the subsidiary to pay reasonable legal fees incurred by the Superintendent or the complainant in connection with the action.
Jurisdiction	(2) Despite subsection (1), the court may not make any order in relation to any matter that would, under this Part, require the approval of the Minister or the Superintendent.
Status of shareholder approval	914. (1) An application made or an action brought or intervened in under this Subdivision need not be stayed or dismissed by reason only that it is shown that an alleged breach of a right or duty owed to the insurance holding company or its subsidiary has been or might be approved by the shareholders of the insurance holding company or subsidiary or both, but evidence of approval by the shareholders may be taken into account by the court in making an order under section 913.
Court approval to discontinue	(2) An application made or an action brought or intervened in under this Subdivision shall not be stayed, discontinued, settled or dismissed for want of prosecution without the approval of the court given on such terms as the court thinks fit and, if the court determines that the interests of any complainant might be substantially affected by any stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant.
No security for costs	915. (1) A complainant is not required to give security for costs in any application made or any action brought or intervened in under subsection 912(1) or section 916.
Interim costs	(2) In an application made or an action brought or intervened in under this Subdivision, the court may at any time order the insurance holding company or its subsidiary to pay to the complainant interim costs, including legal fees and disbursements, but the complainant may be held accountable by the court for those interim costs on final disposition of the application or action.
Application to rectify records	916. (1) If the name of a person is alleged to be or to have been wrongly entered or retained in, or wrongly deleted or omitted from, the securities register or any other record of an insurance holding company, the insurance holding company, a security holder of the insurance holding company or any aggrieved person may apply to a court for an order that the securities register or record be rectified.
Notice to Superinten- dent	(2) An applicant under this section shall give the Superintendent notice of the application and the Superintendent may appear and be heard in person or by counsel at the hearing of the application.
Powers of court	(3) In connection with an application under this section, the court may make any order it thinks fit including, without limiting the generality of the foregoing,
	(a) an order requiring the securities register or other record of the insurance holding company to be rectified;
	(b) an order restraining an insurance holding company from calling or holding a meeting of shareholders or paying a dividend to shareholders before the rectification;
	(c) an order determining the right of a party to the proceedings to have the party's name entered or retained in, or deleted or omitted from, the securities register or records of the insurance holding company, whether the issue arises between two or more security holders or alleged security holders, or between the insurance holding company and any security holder or alleged security holder; and
	(d) an order compensating a party who has incurred a loss.