| 1997, c. 15,
s. 222(2)
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391. Subsection 250(3) of the Act is
replaced by the following:
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| Application of
sections 23 to
26
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(3) If two or more bodies corporate, none of
which is a company or society, apply for
letters patent under subsection (1), sections 23
to 26 apply in respect of the application with
any modifications that the circumstances
require.
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| Matters for
consideration
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(4) Before issuing letters patent of
amalgamation continuing the applicants as
one company or society, the Minister shall
take into account all matters that the Minister
considers relevant to the application,
including
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(a) the sources of continuing financial
support for the amalgamated company or
society;
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(b) the soundness and feasibility of the
plans of the applicants for the future
conduct and development of the business of
the amalgamated company or society;
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(c) the business record and experience of
the applicants;
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(d) the reputation of the applicants for being
operated in a manner that is consistent with
the standards of good character and
integrity;
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(e) whether the amalgamated company or
society will be operated responsibly by
persons with the competence and
experience suitable for involvement in the
operation of a financial institution;
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(f) the impact of any integration of the
operations and businesses of the applicants
on the conduct of those operations and
businesses;
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(g) if one of the applicants 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, or
a body corporate that controls, within the
meaning of paragraph 3(1)(d), such a
company, the opinion of the Superintendent
regarding the extent to which the proposed
corporate structure of the amalgamated
company and its affiliates may affect the
supervision and regulation of the
amalgamated company, having regard to
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(i) the nature and extent of the proposed
financial services activities to be carried
out by the amalgamated company and its
affiliates, and
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(ii) the nature and degree of supervision
and regulation applying to the proposed
financial services activities to be carried
out by the affiliates of the amalgamated
company; and
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(h) the best interests of the financial system
in Canada.
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| Restriction
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(5) The Minister may not, before January 1,
2002, issue letters patent under section 251
amalgamating a converted company in
respect of which subsection 407(4) or (11)
applies, a company to which subsection
407(5) or (12) applies or an insurance holding
company to which subsection 407(6) or (13)
applies with any other body corporate.
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| Restriction
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(6) If one of the applicants for letters patent
of amalgamation is a converted company in
respect of which subsection 407(4) applies, or
a company to which subsection 407(5) applies
or an insurance holding company to which
subsection 407(6) applies, the Minister may
not issue the letters patent of amalgamation
unless the amalgamated company is
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(b) controlled, within the meaning of
paragraph 3(1)(d), by a company to which
subsection 407(5) applies, or by an
insurance holding company to which
subsection 407(6) applies, that controlled
one of the applicants at the time the
application was made.
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| Deeming
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(7) If one of the applicants for letters patent
of amalgamation is a converted company in
respect of which subsection 407(4) applies, a
company to which subsection 407(5) applies
or an insurance holding company to which
subsection 407(6) applies and the letters
patent of amalgamation are issued, the
amalgamated company is deemed to be a
converted company in respect of which
subsection 407(4) applies or a company to
which subsection 407(5) applies, as the case
may be.
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392. The Act is amended by adding the
following after section 251:
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| Court
enforcement
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251.1 (1) If a company or society, or any
director, officer, employee or agent of a
company or society, is contravening or has
failed to comply with any term or condition
made in respect of the issuance of letters
patent of amalgamation, the Minister may, in
addition to any other action that may be taken
under this Act, apply to a court for an order
directing the company or society, or the
director, officer, employee or agent, to comply
with the term or condition, cease the
contravention or do any thing that is required
to be done, and on the application the court
may so order and make any other order it
thinks fit.
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| Appeal
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(2) An appeal from an order of a court under
this section lies in the same manner as, and to
the same court to which, an appeal may be
taken from any other order of the court.
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| 1997, c. 15,
s. 226(1)
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393. (1) The portion of subsection 254(1)
of the Act before paragraph (a) is replaced
by the following:
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| Restricted
transactions
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254. (1) Except in accordance with this
section or an order made under subsection
678.5(1), a company or society shall not
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(2) Subsection 254(2) of the Act is
amended by adding the following after
paragraph (a.1):
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(a.2) transfer all or any portion of its
policies to any body corporate incorporated
under the laws of a province that is
authorized to transact the classes of
insurance being transferred;
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(a.3) cause itself to be reinsured, on an
assumption basis, against all or any portion
of the risks undertaken by it by any body
corporate incorporated under the laws of a
province that is authorized to transact the
classes of insurance to be reinsured if the
Superintendent has entered into satisfactory
arrangements concerning the reinsurance
with
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(i) the appropriate official or public body
responsible for the supervision of the
body corporate,
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(ii) the body corporate, or
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(iii) the appropriate official or public
body and the body corporate;
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394. Section 257 of the Act is amended by
adding the following after subsection (7):
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| When section
does not apply
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(8) This section does not apply if the
transfer or reinsurance is made under an order
made under subsection 678.5(1).
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395. Section 262 of the Act is amended by
adding the following after subsection (5):
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| Electronic
access
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(5.1) A company may make the information
contained in records referred to in subsection
261(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.
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396. Subsection 268(1) of the Act is
replaced by the following:
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| Location and
processing of
information
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268. (1) Subject to subsection (3), a
company shall maintain and process in
Canada information or data relating to the
preparation and maintenance of the records
referred to in section 261 unless the
Superintendent has, subject to any terms and
conditions that the Superintendent considers
appropriate, exempted the company from the
application of this section.
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397. Subsection 271(3) of the Act is
replaced by the following:
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| Application of
certain
provisions
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(3) Subsections 262(5) and (5.1) and
sections 263 and 265 to 268 apply, with any
modifications that the circumstances require,
in respect of a central securities register.
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398. (1) The portion of paragraph
331(3)(b) of the Act before subparagraph (i)
is replaced by the following:
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(b) a list of the subsidiaries of the company,
other than subsidiaries that are not required
to be listed by the regulations and
subsidiaries acquired pursuant to section
499 or pursuant to a realization of security
in accordance with section 500 and which
the company would not otherwise be
permitted to hold, showing, with respect to
each subsidiary,
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(2) Section 331 of the Act is amended by
adding the following after subsection (5):
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| Regulations
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(6) The Governor in Council may make
regulations respecting subsidiaries that are not
required to be listed for the purposes of
paragraph (3)(b).
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| 1997, c. 15,
s. 235
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399. Section 335 of the Act is replaced by
the following:
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| Copy to
Superintenden
t
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335. (1) Subject to subsection (2), a
company shall send to the Superintendent a
copy of the documents referred to in
subsections 331(1) and (3) not later than
twenty-one days before the date of each
annual meeting of shareholders and
policyholders of the company.
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| Later filing
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(2) If a company's shareholders and
policyholders sign a resolution under
paragraph 158(1)(b) in lieu of an annual
meeting, the company shall send a copy of the
documents referred to in subsections 331(1)
and (3) to the Superintendent not later than
thirty days after the signing of the resolution.
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400. (1) Subparagraph 338(2)(b)(iii) of
the French version of the Act is replaced by
the following:
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(iii) soit a été séquestre, séquestre-gérant,
liquidateur ou syndic de faillite de toute
entité du groupe dont fait partie la société
dans les deux ans précédant la date de la
proposition de sa nomination au poste de
vérificateur, sauf si l'entité est une filiale
de la société acquise conformément à
l'article 499 ou dont l'acquisition
découle de la réalisation d'une sûreté en
vertu de l'article 500.
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(2) Subsection 338(3) of the Act is
replaced by the following:
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| Notice of
designation
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(3) Within fifteen days after the
appointment of a firm of accountants as
auditor of a company, the company and the
firm of accountants shall jointly designate a
member of the firm who meets the
qualifications described in subsection (1) to
conduct the audit of the company on behalf of
the firm and the company shall forthwith
notify the Superintendent in writing of the
designation.
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(3) Subsection 338(4) of the French
version of the Act is replaced by the
following:
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| Remplacemen
t d'un
membre
désigné
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(4) Si, pour une raison quelconque, le
membre désigné cesse de remplir ses
fonctions, la société et le cabinet de
comptables peuvent désigner conjointement
un autre membre qui remplit les conditions du
paragraphe (1); la société en avise sans délai
par écrit le surintendant.
|
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| 1993, c. 34,
s. 79; 1997, c.
15, s. 241;
1999, c. 1, s. 7
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401. Subsections 407(3) to (5) of the Act
are replaced by the following:
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| Exemption
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(3) On application by a company, other than
a converted company in respect of which
subsection (4) or (11) applies or a company to
which subsection (5) or (12) applies, the
Superintendent may exempt from the
application of subsection (1) and section 408
any class of non-voting shares of the company
if
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(a) the aggregate book value of the shares of
the class is not more than 30 per cent of the
aggregate book value of all the outstanding
shares of the company; or
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(b) in the case of a mutual company, the
aggregate book value of the shares of the
class is not more than 30 per cent of the
aggregate book value of all the outstanding
shares of the company and the surplus of the
company.
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| Limitations on
share holdings
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(4) Despite subsection (1), no person may
be a major shareholder of a converted
company having an aggregate of surplus and
minority interests of five billion dollars or
more according to its last annual statement
dated before the effective date of the letters
patent of conversion of the converted
company.
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| Exception
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(5) Subsection (4) does not apply to a
widely held company that controls, within the
meaning of paragraph 3(1)(d), a converted
company if it
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(a) controlled the converted company on
the day on which the letters patent of
conversion that gave effect to the
conversion of the converted company
became effective and it has continued to
control, within the meaning of that
paragraph, the converted company since
that day; or
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(b) acquired control, within the meaning of
that paragraph, of the converted company
under section 28.1 or 28.2 and it has
continued to control, within the meaning of
that paragraph, the converted company
since the day it acquired control.
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| Exception -
widely held
insurance
holding
company
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(6) Subsection (4) does not apply to a
widely held insurance holding company that
controls, within the meaning of paragraph
3(1)(d), the converted company if
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(a) the insurance holding company
acquired control, within the meaning of that
paragraph, of the converted company or of
the company to which subsection (5)
applies, as the case may be, under section
714 or 715 and the insurance holding
company has continued to control, within
the meaning of that paragraph, the
converted company since the day the
insurance holding company acquired
control; or
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(b) the converted company was a subsidiary
of the company to which subsection (5)
applies that was continued under section
721 as the insurance holding company and
the insurance holding company has
continued to control, within the meaning of
paragraph 3(1)(d), the converted company
since the day it came into existence as an
insurance holding company.
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| Exception -
other entities
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(7) Subsection (4) does not apply to an
entity that controls, within the meaning of
paragraph 3(1)(d), the converted company if
the entity is controlled, within the meaning of
paragraph 3(1)(d), by a company to which
subsection (5) applies, or by an insurance
holding company to which subsection (6)
applies, that is permitted under that subsection
to be a major shareholder of the converted
company.
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| Exception
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(8) The Minister may, at any time after the
day that is two years after December 31, 1999,
by order, determine that subsection (4) no
longer applies in respect of any particular
company.
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| Limitation on
share holdings
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(9) Despite subsection (1), no person may
be a major shareholder of a company to which
subsection (5) applies.
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| Exception
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(10) Subsection (9) does not apply to a
widely held insurance holding company that
controls, within the meaning of paragraph
3(1)(d), a company to which subsection (5)
applies if the insurance holding company
acquired control, within the meaning of that
paragraph, of the company under section 714
or 715 and the insurance holding company has
continued to control, within the meaning of
that paragraph, the company since the day the
insurance holding company acquired control.
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| Limitations on
share holdings
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(11) Despite subsection (1), until a day that
is two years after December 31, 1999, no
person may have a significant interest in any
class of shares of a converted company having
an aggregate of surplus and minority interests
in an amount that is one billion dollars or more
but less than five billion dollars, according to
its last annual statement dated before the
effective date of the letters patent of
conversion of the converted company.
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| Exception
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(12) Subsection (11) does not apply to a
company if no person has a significant interest
in any class of shares of the company and the
company controls, within the meaning of
paragraph 3(1)(d), the converted company if
it
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(a) controlled the converted company on
the day on which the letters patent of
conversion that gave effect to the
conversion of the converted company
became effective and it has continued to
control, within the meaning of that
paragraph, the converted company since
that day; or
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(b) acquired control, within the meaning of
that paragraph, of the converted company
under section 28.1 or 28.2 and it has
continued to control, within the meaning of
that paragraph, the converted company
since the day it acquired control.
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| Exception -
insurance
holding
company
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(13) Subsection (11) does not apply to an
insurance holding company if no person has a
significant interest in any class of shares of the
insurance holding company and the insurance
holding company controls, within the
meaning of paragraph 3(1)(d), the converted
company if
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(a) the insurance holding company
acquired control, within the meaning of that
paragraph, of the converted company or of
the company to which subsection (12)
applies, as the case may be, under section
714 or 715 and the insurance holding
company has continued to control, within
the meaning of that paragraph, the
converted company since the day the
insurance holding company acquired
control; or
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(b) the converted company was a subsidiary
of the company to which subsection (12)
applies that was continued under section
721 as the insurance holding company and
the insurance holding company has
continued to control, within the meaning of
that paragraph, the converted company
since the day it came into existence as an
insurance holding company.
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| Exception -
other entities
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(14) Subsection (11) does not apply to an
entity that controls, within the meaning of
paragraph 3(1)(d), the converted company if
the entity is controlled, within the meaning of
that paragraph, by a company to which
subsection (12) applies, or by an insurance
holding company to which subsection (13)
applies, that is permitted under that subsection
to have a significant interest in any class of
shares of the converted company.
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| Limitation on
share holdings
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(15) Despite subsection (1), no person may
have a significant interest in any class of
shares of a company to which subsection (12)
applies.
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| Exception
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(16) Subsection (15) does not apply to an
insurance holding company that controls,
within the meaning of paragraph 3(1)(d), a
company to which subsection (12) applies if
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(a) no person has a significant interest in
any class of shares of the insurance holding
company; and
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(b) the insurance holding company
acquired control, within the meaning of that
paragraph, under section 714 or 715 of the
company to which subsection (12) applies
and the insurance holding company has
continued to control, within the meaning of
that paragraph, the company since the day
the insurance holding company acquired
control.
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| Deeming
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(17) For the purposes of this Act, if the
Minister makes an order under subsection (8)
to the effect that subsection (4) no longer
applies in respect of a particular company,
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(a) the particular company is deemed, as of
the effective date of the order, to no longer
be a company in respect of which
subsection (4) applies;
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(b) a widely held company that controls,
within the meaning of paragraph 3(1)(d),
the particular company in the
circumstances referred to in subsection (5)
is deemed, as of the effective date of the
order, to no longer be a company to which
subsection (5) applies; and
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