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365. Clause 57(1)(a)(ii)(B) of the Act is
replaced by the following:
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(B) at least five million dollars or any
greater amount that is specified by the
Minister under subsection 50(1), in the
case of a company other than a mutual
company,
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366. The Act is amended by adding the
following after section 59:
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| Limit on
assets
|
59.1 (1) The Minister may, by order, require
a company that is a converted company in
respect of which the Minister has issued an
order under subsection 407(8) or a converted
company in respect of which subsection
407(11) applied at any time not to have
average total assets in any three month period
ending on the last day of a month subsequent
to the month specified in the order exceeding
the company's average total assets in the three
month period ending on the last day of the
month immediately before the month
specified in the order if the Minister is of the
opinion that it is in the best interests of the
financial system in Canada to do so, after
having considered the Superintendent's
opinion on
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(a) the nature and extent of the financial
services activities carried out by entities
affiliated with the company; and
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(b) the impact that the nature and degree of
supervision and regulation of those
financial services activities have on the
supervision and regulation of the company.
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| Revocation of
order
|
(2) If the Minister is of the opinion that the
circumstances giving rise to the order have
ceased to exist or have changed substantially,
the Minister may, by further order, revoke the
order.
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| Average total
assets
|
(3) For the purposes of subsection (1), the
average total assets of a company in a three
month period shall be computed by adding the
total assets of the company as calculated for
the month end of each of the three months in
the period and by dividing the sum by three.
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367. Subsection 65(3) of the Act is
replaced by the following:
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| Effective date
|
(3) A by-law referred to in subsection (1) is
not effective until it is confirmed or confirmed
with amendments by special resolution of the
shareholders and policyholders at the meeting
referred to in subsection (2).
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| 1997, c. 15,
s. 183
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368. The portion of section 76.1 of the Act
before paragraph (a) is replaced by the
following:
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| Holding in
market-indexe
d segregated
fund
|
76.1 A company may hold shares of the
company or shares or ownership interests of
an entity that controls the company, if
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369. Section 83 of the Act is amended by
adding the following after subsection (4):
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| When
dividend not
to be declared
|
(5) The directors of a company shall not
declare and a company shall not pay a
dividend in any financial year without the
approval of the Superintendent if, on the day
the dividend is declared, the total of all
dividends declared by the company in that
year would exceed the aggregate of the
company's net income up to that day in that
year and its retained net income for the
preceding two financial years.
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370. (1) Section 143 of the Act is amended
by adding the following after subsection (1):
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| Number of
eligible votes
|
(1.01) A converted company in respect of
which subsection 407(4) applies or a company
to which subsection 407(5) applies shall set
out in the notice of a meeting the number of
eligible votes, as defined under subsection
164.08(1), that may be cast at the meeting as
of the record date for determining the
shareholders or policyholders entitled to
receive the notice of meeting or, if there are to
be separate votes of shareholders or
policyholders at the meeting, the number of
eligible votes, as defined in that subsection, in
respect of each separate vote to be held at the
meeting.
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| 1997, c. 15,
s. 187(2)
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(2) Subsection 143(1.2) of the French
version of the Act is replaced by the
following:
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| Renonciation
à l'avis
|
(1.2) La présence à l'assemblée équivaut à
une renonciation de l'avis de convocation,
sauf lorsque la personne y assiste
spécialement pour s'opposer aux
délibérations au motif que l'assemblée n'est
pas régulièrement convoquée.
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371. Subsection 147(3) of the French
version of the Act is replaced by the
following:
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| Déclaration à
l'appui de
propositions
|
(3) La société doit, sur demande, annexer à
l'avis de l'assemblée une déclaration de deux
cents mots au plus préparée par l'actionnaire
ou le souscripteur à l'appui de sa proposition,
avec ses nom et adresse.
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372. Subsections 150(2) and (3) of the Act
are replaced by the following:
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| Policyholders
|
(2) Unless the by-laws otherwise provide, a
quorum of policyholders is present at a
meeting of policyholders if at least five
hundred policyholders who are entitled to vote
at the meeting, or one per cent of the total
number of those policyholders, whichever is
lesser, are present in person or represented by
proxyholders.
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| Shareholders
and
policyholders
|
(3) Unless the by-laws otherwise provide, a
quorum of shareholders and policyholders is
present at a meeting of shareholders and
policyholders if the holders of a majority of
the shares and at least five hundred
policyholders, or one per cent of the total
number of policyholders, whichever is lesser,
who are entitled to vote at the meeting are
present in person or represented by
proxyholders.
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373. Section 152 of the Act is replaced by
the following:
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| One share -
one vote
|
152. Subject to section 164.08, if a share of
a company entitles the holder of the share to
vote at a meeting of shareholders or
shareholders and policyholders, that share
entitles the shareholder to one vote at the
meeting.
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374. The Act is amended by adding the
following after section 164.07:
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| Meaning of
``eligible
votes''
|
164.08 (1) In this section, ``eligible votes''
means the total number of votes that may be
cast by or on behalf of shareholders and
policyholders on a vote of shareholders or
shareholders and policyholders or a vote of
holders of a class or series of shares, as the case
may be, in respect of any particular matter,
calculated without regard to subsection (2).
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| Restriction
|
(2) At a meeting of shareholders and
policyholders of a company in respect of
which subsection 407(4) applies or of a
company to which subsection 407(5) applies,
no person and no entity controlled by any
person may, in respect of any vote of
shareholders or shareholders and
policyholders or holders of any class or series
of shares of the company, cast votes in respect
of any shares beneficially owned by the person
or the entity that are, in aggregate, more than
20 per cent of the eligible votes that may be
cast in respect of that vote.
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| Proxyholders
|
(3) No person who is a proxyholder for a
person or for an entity controlled by a person
may cast votes to which the proxy relates that
the person or entity may not cast by reason of
subsection (2).
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| Exception
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(4) Subsections (2) and (3) do not apply in
respect of votes cast by or on behalf of
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(a) a company to which subsection 407(5)
applies, or an insurance holding company to
which subsection 407(6) applies, that
controls the company; or
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(b) any entity that is controlled by a
company or an insurance holding company
referred to in paragraph (a).
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| Exception
|
(5) Subsections (2) and (3) do not apply in
respect of a vote held under section 239.
|
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| Validity of
vote
|
(6) A vote in respect of a particular matter
is not invalid merely because a person voted
contrary to subsection (2) or (3).
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| Disposition of
shareholdings
|
(7) If, with respect to any company, a person
contravenes subsection (2) or (3), the Minister
may, by order, direct the shareholder of the
shares to which the contravention relates or
any person controlled by that shareholder to
dispose of any number of shares of the
company beneficially owned by any of those
persons that the Minister specifies in the order,
within the time specified in the order and in
the proportion, if any, as between the
shareholder and the persons controlled by that
shareholder that is specified in the order.
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| Restriction on
voting rights
|
(8) If the Minister makes an order under
subsection (7), the person to whom the order
relates may not, in person or by proxy,
exercise any voting rights that are attached to
shares of the company beneficially owned by
the person.
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| Subsection (8)
ceases to
apply
|
(9) Subsection (8) ceases to apply in respect
of a person when the shares to which the order
relates have been disposed of.
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| Reliance on
number in
notice
|
(10) For the purpose of this section, a person
is entitled to rely on the number of eligible
votes set out in a notice of a meeting under
subsection 143(1.01).
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| Designation
of persons
|
(11) For the purpose of this section, the
Minister may, with respect to a particular
company, designate two or more persons who
are parties to an agreement, commitment or
understanding referred to in section 9 to be a
single person.
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375. Paragraph 165(2)(g) of the French
version of the Act is replaced by the
following:
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g) désigner l'un des comités du conseil
d'administration pour surveiller
l'application des mécanismes et procédures
visés à l'alinéa f) et s'assurer que ces
mécanismes et procédures soient respectés
par la société;
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376. Subsection 167(2) of the Act is
replaced by the following:
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| Residency
requirement
|
(2) At least one half of the directors of a
company that is a subsidiary of a foreign
institution or of a prescribed holding body
corporate of a foreign institution and at least
two thirds of the directors of any other
company must be, at the time of each
director's election or appointment, resident
Canadians.
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| 1997, c. 15,
s. 200
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377. Paragraphs 168(1)(e) and (f) of the
Act are replaced by the following:
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(e) a person who is prohibited by subsection
164.08(8) or section 418 or 430 from
exercising voting rights attached to shares
of the company;
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(f) a person who is an officer, director or full
time employee of an entity that is prohibited
by subsection 164.08(8) or section 418 or
430 from exercising voting rights attached
to shares of the company;
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378. Subsection 171(2) of the Act, as
amended by section 201 of An Act to amend
certain laws relating to financial institutions,
being chapter 15 of the Statutes of Canada,
1997, is repealed.
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379. Section 176 of the Act is amended by
adding the following after subsection (3):
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| Exception
|
(3.1) Subsection (2) does not apply to a
converted company in respect of which
subsection 407(4) applies or a company to
which subsection 407(5) applies.
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380. Subsection 180(1) of the Act is
amended by striking out the word ``or'' at
the end of paragraph (c), by adding the
word ``or'' at the end of paragraph (d) and
by adding the following after paragraph
(d):
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(e) when the director is removed from office
under section 678.1 or 678.2.
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381. The Act is amended by adding the
following after section 192:
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| Presence of
unaffiliated
director
|
192.1 (1) The directors of a company shall
not transact business at a meeting of directors
unless at least one of the directors who is not
affiliated with the company is present.
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| Exception
|
(2) Despite subsection (1), the directors of
a company may transact business at a meeting
of directors if a director who is not affiliated
with the company and who is not able to be
present approves, in writing or by telephonic,
electronic or other communications facilities,
the business transacted at the meeting.
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| Exception
|
(3) Subsection (1) does not apply if all the
voting shares of the company, other than
directors' qualifying shares, if any, are
beneficially owned by a Canadian financial
institution incorporated by or under an Act of
Parliament.
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382. Subsection 197(3) of the Act is
replaced by the following:
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| Separate vote
|
(2.1) If a by-law made, amended or
repealed under subsection (1) deals with the
quorum of policyholders at a meeting of
shareholders and policyholders, the
policyholders who are entitled to vote on a
resolution to confirm or amend the by-law,
amendment or repeal are entitled to vote on it
separately from the shareholders.
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| Effective date
of by-law
|
(3) Unless this Act otherwise provides, a
by-law, or an amendment to or a repeal of a
by-law, is effective from the date of the
resolution of the directors under subsection
(1) until it is confirmed, confirmed as
amended or rejected by the shareholders and
policyholders under subsection (2) or (2.1) or
until it ceases to be effective under subsection
(4) and, where the by-law is confirmed, or
confirmed as amended, it continues in effect
in the form in which it was so confirmed.
|
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| 1997, c. 15,
s. 211(1)
|
383. Paragraph 204(3)(b) of the Act is
replaced by the following:
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(b) review those procedures and their
effectiveness in ensuring that the company
is complying with Part XI;
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(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 company,
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(i) establish policies for entering into
transactions referred to in subsection
528.1(1), and
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(ii) review transactions referred to in
subsection 528.3(1); and
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384. The portion of section 220 of the Act
before paragraph (a) is replaced by the
following:
|
|
| Reliance on
statement
|
220. A director, an officer or an employee
of a company is not liable under subsection
166(1) or (2), section 216 or 219 or subsection
539(1) if the director, officer or employee
relies in good faith on
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385. The portion of subsection 221(1) of
the French version of the Act before
paragraph (a) is replaced by the following:
|
|
| Indemnisation
|
221. (1) La société peut indemniser ses
administrateurs ou ses dirigeants - ou leurs
prédécesseurs -, ainsi que les personnes qui,
à sa demande, agissent ou ont agi en cette
qualité pour une entité dont elle est ou a été
actionnaire ou créancière, de tous leurs frais,
y compris les montants versés en règlement
d'une action ou pour satisfaire à un jugement,
entraînés par des procédures civiles, pénales
ou administratives auxquelles ils étaient
parties en cette qualité, sauf à l'occasion
d'actions intentées par la société ou pour son
compte en vue d'obtenir un jugement
favorable, si :
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| 1997, c. 15,
s. 214
|
386. Section 224 of the Act is replaced by
the following:
|
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| Incorporating
instrument
|
224. On the application of a company or
society duly authorized by special resolution,
the Minister may approve a proposal to add,
change or remove any provision that is
permitted by this Act to be set out in the
incorporating instrument of the company or
society.
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387. Subsection 225(1) of the Act is
replaced by the following:
|
|
| Letters patent
to amend
|
225. (1) On receipt of an application
referred to in section 224, the Minister may
issue letters patent to effect the proposal.
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|
388. (1) Subsection 238(1) of the Act is
amended by adding the following after
paragraph (i):
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(i.1) change the name of the company;
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|
(2) Subsection 238(3) of the Act is
replaced by the following:
|
|
| Effective date
of by-law
|
(3) A by-law, or an amendment to or a
repeal of a by-law, made under subsection (1)
is not effective until it is confirmed or
confirmed as amended by the shareholders
and policyholders under subsection (2) and, in
the case of a by-law referred to in paragraph
(1)(i.1), approved by the Superintendent.
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389. Subsection 243(1) of the Act is
replaced by the following:
|
|
| Proposal to
amend
|
243. (1) Subject to subsection (2), a director
or a shareholder or policyholder who is
entitled to vote at an annual meeting of
shareholders and policyholders of a company
may, in accordance with sections 147 and 148,
make a proposal to make an application
referred to in section 224 or to make, amend
or repeal the by-laws referred to in subsection
238(1) of the company.
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|
390. Subsections 245(1) and (2) of the Act
are replaced by the following:
|
|
| Application to
amalgamate
|
245. (1) On the joint application of two or
more bodies corporate, incorporated by or
under an Act of Parliament, including
companies and insurance holding companies,
the Minister may issue letters patent
amalgamating and continuing the applicants
as one mutual company.
|
|
| Application to
amalgamate
|
(2) On the joint application of two or more
bodies corporate incorporated by or under an
Act of Parliament, including
companies - other than mutual
companies - and insurance holding
companies, the Minister may issue letters
patent amalgamating and continuing the
applicants as one company.
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