Use of shareholder list

819. A list of shareholders obtained under section 817 shall not be used by any person except in connection with

    (a) an effort to influence the voting of shareholders of the bank holding company;

    (b) an offer to acquire shares of the bank holding company; or

    (c) any other matter relating to the affairs of the bank holding company.

Form of records

820. (1) A register or other record required or authorized by this Part to be prepared and maintained by a bank 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) Notwithstanding section 823, a bank 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

821. A bank 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

822. (1) Subject to subsection (3), a bank holding company shall maintain and process in Canada any information or data relating to the preparation and maintenance of the records referred to in section 815 unless the Superintendent has, subject to such terms and conditions as the Superintendent considers appropriate, exempted the bank holding company from the application of this section.

Copies

(2) Subject to subsections (3) and (4), a bank 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 Superintenden t

(3) Where a bank 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 bank 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 bank holding company to maintain those copies, or to further process information or data relating to those copies, in Canada.

Bank holding company to comply

(5) A bank 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

823. A bank holding company shall retain

    (a) the records of the bank holding company referred to in subsection 815(1);

    (b) any record of the bank holding company referred to in paragraph 815(2)(a) or (b); and

    (c) the central securities register referred to in subsection 825(1).

Regulations

824. The Governor in Council may make regulations respecting the records, papers and documents to be retained by a bank holding company and the length of time those records, papers and documents are to be retained.

Securities Registers

Central securities register

825. (1) A bank holding company shall maintain a central securities register in which it shall record the securities, within the meaning of section 81, issued by it in registered form, showing in respect of each class or series of securities

    (a) the names, alphabetically arranged, and latest known addresses of the persons who are security holders, and the names and latest known addresses of the persons who have been security holders;

    (b) the number of securities held by each security holder; and

    (c) the date and particulars of the issue and transfer of each security.

Existing and continued bank holding companies

(2) For the purposes of subsection (1), ``central securities register'' includes similar registers required by law to be maintained by a body corporate continued, or amalgamated and continued, as a bank holding company under this Part before the continuance, or amalgamation, as the case may be.

Application of certain provisions

(3) Subsections 816(4) and (6) and sections 817 and 819 to 822 apply, with such modifications as the circumstances require, in respect of a central securities register.

Branch registers

826. A bank holding company may establish as many branch securities registers as it considers necessary.

Agents

827. A bank holding company may appoint an agent to maintain its central securities register and each of its branch securities registers.

Location of central securities register

828. (1) The central securities register of a bank holding company shall be maintained by the bank holding company at its head office or at any other place in Canada designated by the directors of the bank holding company.

Location of branch securities register

(2) A branch securities register of a bank holding company may be kept at any place in or outside Canada designated by the directors of the bank holding company.

Effect of registration

829. Registration of the issue or transfer of a security in the central securities register or in a branch securities register is complete and valid registration for all purposes.

Particulars in branch register

830. (1) A branch securities register shall only contain particulars of the securities issued or transferred at the branch for which that register is established.

Particulars in central register

(2) Particulars of each issue or transfer of a security registered in a branch securities register of a bank holding company shall also be kept in the central securities register of the bank holding company.

Destruction of certificates

831. A bank holding company, its agent or a trustee within the meaning of section 294 is not required to produce

    (a) a cancelled security certificate in registered form or an instrument referred to in subsection 713(1) that is cancelled or a like cancelled instrument in registered form after six years from the date of its cancellation;

    (b) a cancelled security certificate in bearer form or an instrument referred to in subsection 713(1) that is cancelled or a like cancelled instrument in bearer form after the date of its cancellation; or

    (c) an instrument referred to in subsection 713(1) or a like instrument, irrespective of its form, after the date of its expiration.

Corporate Name and Seal

Publication of name

832. A bank holding company shall set out its name in legible characters in all contracts, invoices, 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 bank holding company.

Corporate seal

833. An instrument or agreement executed on behalf of a bank holding company by a director, an officer or an agent of the bank holding company is not invalid merely because a corporate seal is not affixed thereto.

Insiders

Sections 265 to 272 apply

834. Sections 265 to 272 apply in respect of bank holding companies, subject to the following:

    (a) references to ``bank'' in those sections are to be read as references to ``bank holding company''; and

    (b) the reference to ``this Act'' in subsection 266(3) is to be read as a reference to ``this Part''.

Prospectus

Sections 273 to 282 apply

835. Sections 273 to 282 apply in respect of bank holding companies, subject to the following:

    (a) references to ``bank'' in those sections are to be read as references to ``bank holding company'';

    (b) references to ``this Act'' in those sections are to be read as references to ``this Part''; and

    (c) subsection 274(1) is to be read without reference to ``or auditors''.

Compulsory Acquisitions

Sections 283 to 292 apply

836. Sections 283 to 292 apply in respect of bank holding companies, subject to the following:

    (a) references to ``bank'' in those sections are to be read as references to ``bank holding company'';

    (b) references to ``another deposit-taking financial institution'' in subsection 287(3) are to be read as references to ``a deposit-taking financial institution''; and

    (c) the reference to ``the Minister'' in subsection 291(4) is to be read as a reference to ``the Receiver General''.

Recovery

837. If at any time a person establishes an entitlement to any moneys paid to the Receiver General under subsection 291(4), the Receiver General shall pay an equivalent amount to that person out of the Consolidated Revenue Fund.

Trust Indentures

Sections 294 to 306 apply

838. Sections 294 to 306 apply in respect to bank holding companies, subject to the following:

    (a) references to ``bank'' in those sections are to be read as references to ``bank holding company'';

    (b) references to ``this Act'' in those sections are to be read as references to ``this Part''; and

    (c) references to ``subordinated indebtedness'' in those sections are to be read as references to ``subordinated indebtedness'' as defined in subsection 663(1).

Financial Statements and Auditor

Annual Financial Statement

Financial year of bank holding company

839. (1) The financial year of a bank holding company ends, at the election of the bank holding company in its by-laws, on the expiration of the thirty-first day of October of each year or the thirty-first day of December of each year.

First financial year

(2) If, in any year, a bank holding company comes into existence after the first day of July, its first financial year ends, at its election in its by-laws, on the expiration of the thirty-first day of October or the thirty-first day of December in the next calendar year.

Annual financial statement

840. (1) The directors of a bank holding company shall place before the shareholders at every annual meeting

    (a) a comparative annual financial statement (in this Part referred to as an ``annual statement'') relating separately to

      (i) the financial year immediately preceding the meeting, and

      (ii) the financial year, if any, immediately preceding the financial year referred to in subparagraph (i);

    (b) the report of the auditor of the bank holding company; and

    (c) any further information respecting the financial position of the bank holding company and the results of its operations required by the by-laws of the bank holding company to be placed before the shareholders at the annual meeting.

Contents of annual statement

(2) An annual statement of a bank holding company must contain, with respect to each of the financial years to which it relates,

    (a) a balance sheet as at the end of the financial year,

    (b) a statement of income for the financial year,

    (c) a statement of change of financial position for the financial year, and

    (d) a statement of changes in shareholders' equity for the financial year,

showing such information and particulars as in the opinion of the directors are necessary to present fairly, in accordance with the accounting principles referred to in subsection (4), the financial position of the bank 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 bank holding company for that financial year.

Additional information

(3) A bank holding company shall include with its annual statement

    (a) a list of the subsidiaries of the bank holding company, other than subsidiaries that are not required to be listed by the regulations and subsidiaries acquired pursuant to section 934 or pursuant to a realization of security in accordance with section 935 and which the bank holding company would not otherwise be permitted to hold, showing, with respect to each subsidiary,

      (i) its name and the address of its head or principal office,

      (ii) the book value of the aggregate of any shares of the subsidiary beneficially owned by the bank holding company and by other subsidiaries of the bank holding company, and

      (iii) the percentage of the voting rights attached to all the outstanding voting shares of the subsidiary that is carried by the aggregate of any voting shares of the subsidiary beneficially owned by the bank holding company and by other subsidiaries of the bank holding company; and

    (b) such other information as the Governor in Council may, by order, require in such form as may be prescribed.

Accounting principles

(4) The financial statements referred to in subsection (1), paragraph (3)(b) and subsection 842(1) shall, except as otherwise specified by the Superintendent, be prepared in accordance with generally accepted accounting principles, the primary source of which is the Handbook of the Canadian Institute of Chartered Accountants. A reference in any provision of this Act to the accounting principles referred to in this subsection shall be construed as a reference to those generally accepted accounting principles with any specifications so made.