| Audit for
shareholders
|
(2) In each report required under subsection
(1), the auditor shall state whether, in the
opinion of the auditor, the annual statement
presents fairly, in accordance with the
accounting principles referred to in subsection
840(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.
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| Auditor's
remarks
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(3) In each report referred to in subsection
(2), the auditor shall include such remarks as
the auditor considers necessary when
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(a) the examination has not been made in
accordance with the auditing standards
referred to in subsection 855(2);
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(b) the annual statement has not been
prepared on a basis consistent with that of
the preceding financial year; or
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(c) the annual statement does not present
fairly, in accordance with the accounting
principles referred to in subsection 840(4),
the financial position of the bank 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 bank holding company for
that financial year.
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| Report on
directors'
statement
|
859. (1) The auditor of a bank holding
company shall, if required by the
shareholders, audit and report to the
shareholders on any financial statement
submitted by the directors to the shareholders,
and the report shall state whether, in the
opinion of the auditor, the financial statement
presents fairly the information required by the
shareholders.
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| Making of
report
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(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.
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| Auditor of
subsidiaries
|
860. (1) A bank holding company shall take
all necessary steps to ensure that each of its
subsidiaries has as its auditor the auditor of the
bank holding company.
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| 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
an auditor of the bank holding company as the
auditor of that subsidiary.
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| Exception
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(3) Subsection (1) does not apply in respect
of any particular subsidiary where the bank
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 bank holding company.
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| Auditor's
attendance
|
861. (1) The auditor of a bank holding
company is entitled to receive notice of every
meeting of the audit committee of the bank
holding company and, at the expense of the
bank holding company, to attend and be heard
at that meeting.
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| Attendance
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(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.
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| Calling
meeting
|
862. (1) The auditor of a bank holding
company or a member of the audit committee
may call a meeting of the audit committee.
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| Right to
interview
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(2) The chief internal auditor of a bank
holding company or any officer or employee
of the bank holding company acting in a
similar capacity shall, at the request of the
auditor of the bank holding company and on
receipt of reasonable notice, meet with the
auditor.
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| Notice of
errors
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863. (1) A director or an officer of a bank
holding company shall forthwith notify the
audit committee and the auditor of the bank
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.
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| Error noted
by auditor
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(2) If the auditor or former auditor of a bank
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 opinion
of the auditor the error or misstatement is
material, the auditor or former auditor shall
inform each director of the bank holding
company accordingly.
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| Duty of
directors
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(3) When under subsection (2) the auditor
or former auditor of a bank holding company
informs the directors of an error or
misstatement in an annual statement or other
financial statement, the directors shall
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(a) prepare and issue a revised annual
statement or financial statement; or
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(b) otherwise inform the shareholders and
the Superintendent of the error or
misstatement.
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| Qualified
privilege for
statements
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864. Any oral or written statement or report
made under this Part by the auditor or former
auditor of a bank holding company has
qualified privilege.
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Remedial Actions
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| Sections 334
to 338 apply
|
865. Sections 334 to 338 apply in respect of
bank holding companies, subject to the
following:
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(a) references to ``bank'' in those sections
are to be read as references to ``bank
holding company''; and
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(b) references to ``this Act'' in those
sections are to be read as references to ``this
Part''.
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Liquidation and Dissolution
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| Definition of
``court''
|
866. For the purposes of subsections 346(1)
and 347(1) and (2), sections 348 to 352,
subsection 353(1), sections 355 and 357 to
359, subsections 363(3) and (4) and section
368, ``court'' means a court having
jurisdiction in the place where the bank
holding company has its head office.
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| Non-applicati
on of certain
provisions
|
867. (1) Subsection (2) and sections 342 to
365, 368 and 868 do not apply to a bank
holding company that is an insolvent person or
a bankrupt as those terms are defined in
subsection 2(1) of the Bankruptcy and
Insolvency Act.
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| Staying
proceedings
on insolvency
|
(2) Any proceedings taken under this
Division to dissolve or to liquidate and
dissolve a bank holding company shall be
stayed if the bank holding company is at any
time found, in a proceeding under the
Bankruptcy and Insolvency Act, to be an
insolvent person as defined in subsection 2(1)
of that Act.
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| Winding-up
and
Restructuring
Act does not
apply
|
(3) The Winding-up and Restructuring Act
does not apply to a bank holding company.
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| Returns to
Superintenden
t
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868. A liquidator appointed under this
Division to wind up the business of a bank
holding company shall provide the
Superintendent with such information relating
to the business and affairs of the bank holding
company in such form as the Superintendent
requires.
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Simple Liquidation
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| Sections 342
to 346 apply
|
869. Sections 342 to 346 apply in respect of
bank holding companies, subject to the
following:
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(a) references to ``bank'' in those sections
are to be read as references to ``bank
holding company''; and
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(b) the reference to ``sections 143 and 144''
in subsection 343(1) is to be read as a
reference to ``sections 732 and 733''.
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Court-supervised Liquidation
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| Sections 347
to 360 apply
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870. Sections 347 to 360 apply in respect of
bank holding companies, subject to the
following:
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(a) references to ``bank'' in those sections
are to be read as references to ``bank
holding company'';
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(b) the reference to ``subsection 308(1)'' in
subsection 353(1) is to be read as a
reference to ``subsection 840(1)''; and
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(c) paragraph 354(a) is to be read without
reference to ``or auditors''.
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General
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| Sections 361
to 365 and
368 apply
|
871. Sections 361 to 365 and 368 apply in
respect of bank holding companies, subject to
the following:
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(a) references to ``bank'' in those sections
are to be read as references to ``bank
holding company'';
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(b) references to ``this Part'' in those
sections are to be read as references to ``this
Division'';
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(c) the reference to ``section 632'' in
subsection 362(2) is to be read as a
reference to ``section 951'';
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(d) the reference to ``section 366'' in section
364 is to be read as a reference to ``section
872''; and
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(e) the reference to ``sections 366 and 367''
in section 365 is to be read as a reference to
``section 872''.
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| Unknown
claimants
|
872. (1) On the dissolution of a bank
holding company under this Act, the portion
of the property distributable to a creditor or
shareholder who cannot be found shall be
converted into money and paid to the Receiver
General.
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| Constructive
satisfaction
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(2) A payment under subsection (1) is
deemed to be in satisfaction of a debt or claim
of such creditor or shareholder.
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| Recovery
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(3) If at any time a person establishes that he
or she is entitled to any moneys paid to the
Receiver General under this Act, the Receiver
General shall pay an equivalent amount to him
or her out of the Consolidated Revenue Fund.
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Constraints on Ownership
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| Sections 370
and 371 apply
|
873. Sections 370 and 371 apply in respect
of bank holding companies, except that
references to ``bank'' in section 371 are to read
as references to ``bank holding company''.
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| Significant
interest
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874. Except as permitted by this Division,
no person shall have a significant interest in
any class of shares of a bank holding company.
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| Acquisition of
significant
interest
|
875. (1) Subject to section 876, no person,
or entity controlled by a person, shall, without
the approval of the Minister, purchase or
otherwise acquire any share of a bank holding
company or purchase or otherwise acquire
control of any entity that holds any share of a
bank holding company if
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(a) the acquisition would cause the person
to have a significant interest in any class of
shares of the bank holding company; or
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(b) if the person has a significant interest in
a class of shares of the bank holding
company, the acquisition would increase
the significant interest of the person in that
class of shares.
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| Amalgamatio
n, etc.,
constitutes
acquisition
|
(2) If, as a result of an amalgamation,
merger or reorganization, the entity that
results would have a significant interest in a
class of shares of a bank holding company, that
entity is deemed to be acquiring a significant
interest in that class of shares of the bank
holding company through an acquisition for
which the approval of the Minister is required.
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| Limitations on
share holdings
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876. (1) No person may be a major
shareholder of a bank holding company with
equity of five billion dollars or more.
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| Exception -
widely held
bank
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(2) Subsection (1) does not apply to a
widely held bank that controls, within the
meaning of paragraphs 3(1)(a) and (d), the
bank holding company with equity of five
billion dollars or more if it controlled, within
the meaning of those paragraphs, the bank
holding company on the day the bank holding
company's equity reached five billion dollars
and it has controlled, within the meaning of
those paragraphs, the bank holding company
since that day.
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| Exception -
widely held
bank holding
company
|
(3) Subsection (1) does not apply to a
widely held bank holding company that
controls, within the meaning of paragraphs
3(1)(a) and (d), the bank holding company
with equity of five billion dollars or more if the
widely held bank holding company
controlled, within the meaning of those
paragraphs, the bank holding company on the
day the bank holding company's equity
reached five billion dollars and the widely
held bank holding company has controlled,
within the meaning of those paragraphs, the
bank holding company since that day.
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| Exception -
insurance
holding
companies
and certain
institutions
|
(4) Subsection (1) does not apply to any of
the following that controls, within the
meaning of paragraph 3(1)(d), the bank
holding company with equity of five billion
dollars or more if it controlled, within the
meaning of that paragraph, the bank holding
company on the day the bank holding
company's equity reached five billion dollars
and it has controlled, within the meaning of
that paragraph, the bank holding company
since that day:
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(a) a widely held insurance holding
company;
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(b) an eligible Canadian financial
institution, other than a bank; or
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(c) an eligible foreign institution.
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| Exception -
other entities
|
(5) Subsection (1) does not apply to an
entity that controls, within the meaning of
paragraphs 3(1)(a) and (d), the bank holding
company with equity of five billion dollars or
more if the entity is controlled, within the
meaning of those paragraphs, by a widely held
bank to which subsection (2) applies, or a
widely held bank holding company to which
subsection (3) applies, that controls the bank
holding company.
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| Exception -
other entities
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(6) Subsection (1) does not apply to an
entity that controls, within the meaning of
paragraph 3(1)(d), the bank holding company
with equity of five billion dollars or more if the
entity is controlled, within the meaning of that
paragraph, by
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(a) a widely held insurance holding
company to which subsection (4) applies
that controls the bank holding company;
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(b) an eligible Canadian financial
institution, other than a bank, to which
subsection (4) applies that controls the bank
holding company; or
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(c) an eligible foreign institution to which
subsection (4) applies that controls the bank
holding company.
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| Exception
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877. (1) Despite section 876, if a bank
holding company with equity of five billion
dollars or more was formed as the result of an
amalgamation, a person who is a major
shareholder of the bank holding company on
the effective date of the letters patent of
amalgamation shall do all things necessary to
ensure that the person is no longer a major
shareholder of the bank holding company on
the day that is one year after that day or on the
day that is after any shorter period specified by
the Minister.
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| Exception -
widely held
banks and
bank holding
companies
|
(2) Subsection (1) does not apply to a
widely held bank or a widely held bank
holding company that controlled, within the
meaning of paragraphs 3(1)(a) and (d), one of
the applicants for the letters patent of
amalgamation and that has controlled, within
the meaning of those paragraphs, the
amalgamated bank holding company since the
effective date of those letters patent.
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| Exception -
insurance
holding
companies
and certain
institutions
|
(3) Subsection (1) does not apply to any of
the following that controlled, within the
meaning of paragraph 3(1)(d), one of the
applicants for the letters patent of
amalgamation if it has controlled, within the
meaning of that paragraph, the amalgamated
bank holding company since the effective date
of those letters patent:
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(a) a widely held insurance holding
company;
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(b) an eligible Canadian financial
institution, other than a bank; or
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(c) an eligible foreign institution.
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| Exception -
other entities
|
(4) Subsection (1) does not apply to an
entity that controls, within the meaning of
paragraphs 3(1)(a) and (d), the amalgamated
bank holding company if the entity is
controlled, within the meaning of those
paragraphs, by a widely held bank or widely
held bank holding company to which
subsection (2) applies that controls the
amalgamated bank holding company.
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| Exception -
other entities
|
(5) Subsection (1) does not apply to an
entity that controls, within the meaning of
paragraph 3(1)(d), the amalgamated bank
holding company if the entity is controlled,
within the meaning of that paragraph, by any
of the following:
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(a) a widely held insurance holding
company to which subsection (3) applies
that controls the amalgamated bank holding
company;
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(b) an eligible Canadian financial
institution to which subsection (3) applies,
other than a bank, that controls the
amalgamated bank holding company; or
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(c) an eligible foreign institution to which
subsection (3) applies that controls the
amalgamated bank holding company.
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| Extension
|
(6) If general market conditions so warrant
and the Minister is satisfied that the person has
used the person's best efforts to be in
compliance with subsection (1) on the
required day, the Minister may specify a later
day as the day from and after which the person
must comply with that subsection.
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| Limitation on
share holdings
|
878. (1) If a person is a major shareholder
of a bank holding company with equity of less
than five billion dollars and the bank holding
company's equity reaches five billion dollars
or more, the person shall do all things
necessary to ensure that the person is not a
major shareholder of the bank holding
company on the day that is three years after the
day the bank holding company's equity
reached five billion dollars.
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| Exception
|
(2) Subsection (1) does not apply if any of
subsections 876(2) to (6) applies to the person
in respect of the bank holding company.
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