|
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|
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|
452. Section 669 of the Act is replaced by
the following:
|
|
| Copy of
by-laws
|
669. A company shall send to the
Superintendent, within thirty days after the
coming into effect of a by-law or an
amendment to a by-law, a copy of the by-law
or amendment.
|
|
| 1997, c. 15,
s. 324
|
453. (1) Subsection 670(2) of the Act is
amended by adding the word ``and'' at the
end of paragraph (a), by striking out the
word ``and'' at the end of paragraph (b) and
by repealing paragraph (c).
|
|
| 1997, c. 15,
s. 324
|
(2) Subsection 670(3) of the Act is
amended by adding the word ``and'' at the
end of paragraph (a), by striking out the
word ``and'' at the end of paragraph (b) and
by repealing paragraph (c).
|
|
| 1997, c. 15,
s. 324
|
(3) Subsection 670(4) of the Act is
replaced by the following:
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| Form
|
(4) The register may be maintained in
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|
|
|
(a) a bound or loose-leaf form or a
photographic film form; or
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|
(b) a 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.
|
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| Access
|
(5) Persons are entitled to reasonable access
to the register and may make copies of or take
extracts from the information in it.
|
|
| Evidence
|
(6) A statement containing information in
the register and purporting to be certified by
the Superintendent is admissible in evidence
in all courts as proof, in the absence of
evidence to the contrary, of the facts stated in
the statement without proof of the
appointment or signature of the
Superintendent.
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|
|
|
454. Subsection 672(1) of the Act is
replaced by the following:
|
|
| Confidential
information
|
672. (1) Subject to section 673, all
information regarding the business or affairs
of a company, society, foreign company or
provincial company, or regarding a person
dealing with any of them, that is obtained by
the Superintendent, or by any person acting
under the direction of the Superintendent, as
a result of the administration or enforcement
of any Act of Parliament, and all information
prepared from that information, is
confidential and shall be treated accordingly.
|
|
| 1996, c. 6,
s. 93
|
455. Section 673.3 of the Act is replaced
by the following:
|
|
| Report
respecting
disclosure
|
673.3 The Superintendent shall prepare a
report, to be included in the report referred to
in section 40 of the Office of the
Superintendent of Financial Institutions Act,
respecting the disclosure of information by
companies, societies, foreign companies or
provincial companies and describing the state
of progress made in enhancing the disclosure
of information in the financial services
industry.
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|
|
|
456. Subsections 674(1) and (2) of the Act
are replaced by the following:
|
|
| Examination
of companies,
etc.
|
674. (1) The Superintendent, from time to
time, but at least once in each calendar year,
shall make or cause to be made any
examination and inquiry into the business and
affairs of each company, society, foreign
company and provincial company that the
Superintendent considers to be necessary or
expedient to determine whether the company,
society, foreign company or provincial
company is complying with the provisions of
this Act and whether the company, society or
provincial company or the insurance business
in Canada of the foreign company is in a sound
financial condition and, after the conclusion
of each examination and inquiry, shall report
on it to the Minister.
|
|
| Examination
need not be
made
annually
|
(2) If, in the opinion of the Superintendent,
the circumstances so warrant in the case of a
company, a provincial company or a foreign
company that is not a fraternal benefit society,
the examination and inquiry may be made less
frequently than annually but not less
frequently than triennially.
|
|
| Examination
need not be
made
annually
|
(2.1) If, in the opinion of the
Superintendent, the circumstances so warrant
in the case of a society or a foreign company
that is a fraternal benefit society, the
examination and inquiry may be made less
frequently than annually.
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|
|
|
457. The Act is amended by adding the
following after the heading ``Remedial
Powers'' after section 675:
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|
|
Prudential Agreements
|
|
| Prudential
agreement
|
675.1 The Superintendent may enter into an
agreement, called a ``prudential agreement'',
with a company, society or provincial
company for the purposes of implementing
any measure designed to maintain or improve
its safety and soundness or with a foreign
company for the purposes of implementing
any measure designed to protect the interests
of its policyholders and creditors in respect of
its insurance business in Canada.
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|
|
|
458. Subsection 678(1) of the Act is
replaced by the following:
|
|
| Court
enforcement
|
678. (1) Where a company, society, foreign
company, provincial company or person
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|
|
|
(a) is contravening or has failed to comply
with a prudential agreement entered into
under section 675.1 or a direction of the
Superintendent issued to the company,
society, foreign company, provincial
company or person pursuant to subsection
676(1) or (3),
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|
|
|
(b) is contravening this Act, or
|
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|
|
(c) has omitted to do any thing under this
Act that is required to be done by or on the
part of the company, society, foreign
company, provincial company or person,
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|
|
the Superintendent may, in addition to any
other action that may be taken under this Act,
apply to a court for an order requiring the
company, society, foreign company,
provincial company or person to comply with
the prudential agreement or direction, cease
the contravention or do any thing that is
required to be done, and on such application
the court may so order and make any other
order it thinks fit.
|
|
| 1996, c. 6,
s. 95
|
459. The heading before section 678.1 of
the Act is replaced by the following:
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|
|
Disqualification and Removal
|
|
| Meaning of
``senior
officer''
|
678.01 In sections 678.1 and 678.2, ``senior
officer'' means the chief executive officer,
secretary, treasurer, controller or actuary of a
company, society or provincial company, or
any other officer reporting directly to its board
of directors or chief executive officer.
|
|
| 1996, c. 6,
s. 95
|
460. (1) Paragraphs 678.1(1)(a) and (b) of
the Act are replaced by the following:
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|
|
|
(a) that has been notified by the
Superintendent that this section applies to it
where the company, society or provincial
company is subject to measures designed to
maintain or improve its safety and
soundness, which measures
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|
|
|
(i) have been specified by the
Superintendent by way of conditions or
limitations in respect of the order
approving the commencement and
carrying on of its business, or
|
|
|
|
(ii) are contained in a prudential
agreement entered into under section
675.1 or an undertaking given by the
company, society or provincial company
to the Superintendent; or
|
|
|
|
(b) that is the subject of a direction made
under section 676 or an order made under
subsection 515(3) or 516(4).
|
|
| 1996, c. 6,
s. 95
|
(2) Paragraph 678.1(2)(b) of the Act is
replaced by the following:
|
|
|
|
(b) each person who has been selected by
the company, society or provincial
company for appointment as a senior
officer, and
|
|
| 1996, c. 6,
s. 95
|
(3) The portion of subsection 678.1(2) of
the French version of the Act after
paragraph (c) is replaced by the following:
|
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|
|
Elle lui communique également les
renseignements personnels qui les concernent
et les renseignements sur leur expérience et
leur dossier professionnel qu'il peut exiger.
|
|
| 1996, c. 6,
s. 95
|
(4) Subsections 678.1(4) and (5) of the Act
are replaced by the following:
|
|
| Disqualificati
on or removal
|
(4) If the Superintendent is of the opinion
that, on the basis of the competence, business
record, experience, conduct or character of a
person, he or she is not suitable to hold that
position, the Superintendent may, by order
|
|
|
|
(a) in the case of a person referred to in
paragraph (2)(a) or (b), disqualify the
person from being elected or appointed as a
director of the company, society or
provincial company or from being
appointed as a senior officer; or
|
|
|
|
(b) in the case of a person referred to in
paragraph (2)(c), remove the person from
office as a director of the company, society
or provincial company.
|
|
| Risk of
prejudice
|
(4.1) In forming an opinion under
subsection (4), the Superintendent must
consider whether the interests of the
policyholders and creditors of the company,
society or provincial company would likely be
prejudiced if the person were to take office or
continue to hold office, as the case may be.
|
|
| Representatio
ns may be
made
|
(5) The Superintendent must in writing
notify the person concerned and the company,
society or provincial company of any action
that the Superintendent proposes to take under
subsection (4) and must afford them an
opportunity within 15 days after the date of the
notice, or within any longer period that the
Superintendent allows, to make
representations to the Superintendent in
relation to the matter.
|
|
| 1996, c. 6,
s. 95
|
(5) Subsection 678.1(6) of the English
version of the Act is replaced by the
following:
|
|
| Prohibition
|
(6) Where an order has been made under
subsection (4)
|
|
|
|
(a) disqualifying a person from being
elected or appointed to a position, the
person shall not be, and the company,
society or provincial company shall not
permit the person to be, elected or
appointed to the position; or
|
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|
|
(b) removing a director from office, the
person shall not continue to hold, and the
company, society or provincial company
shall not permit the person to continue to
hold, office as a director.
|
|
|
|
461. The Act is amended by adding the
following after section 678.1:
|
|
| Removal of
directors or
senior officers
|
678.2 (1) The Superintendent may, by
order, remove a person from office as a
director or senior officer of a company, society
or provincial company if the Superintendent is
of the opinion that the person is not suitable to
hold that office
|
|
|
|
(a) on the basis of the competence, business
record, experience, conduct or character of
the person; or
|
|
|
|
(b) because the person has contravened or,
by action or negligence, has contributed to
the contravention of
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|
|
(i) this Act or the regulations made under
it,
|
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|
|
(ii) a direction made under section 676,
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|
|
(iii) an order made under subsection
515(3) or 516(4),
|
|
|
|
(iv) a condition or limitation in respect of
the order approving the commencement
and carrying on of business by the
company, society or provincial company,
or
|
|
|
|
(v) a prudential agreement entered into
under section 675.1 or an undertaking
given by the company, society or
provincial company to the
Superintendent.
|
|
| Risk of
prejudice
|
(2) In forming an opinion under subsection
(1), the Superintendent must consider whether
the interests of the policyholders and creditors
of the company, society or provincial
company have been or are likely to be
prejudiced by the person's holding office as a
director or senior officer.
|
|
| Representatio
ns may be
made
|
(3) The Superintendent must in writing
notify the person concerned and the company,
society or provincial company of any removal
order that the Superintendent proposes to
make under subsection (1) and must afford
them an opportunity within 15 days after the
date of the notice, or within any longer period
that the Superintendent allows, to make
representations to the Superintendent in
relation to the matter.
|
|
| Suspension
|
(4) If the Superintendent is of the opinion
that the public interest may be prejudiced by
the director or senior officer continuing to
exercise the powers or carry out the duties and
functions of that office during the period for
making representations, the Superintendent
may make an order suspending the director or
senior officer. The suspension may not extend
beyond 10 days after the expiration of that
period.
|
|
| Notice of
order
|
(5) The Superintendent shall, without delay,
notify the director or senior officer, as the case
may be, and the company, society or
provincial company of a removal order or
suspension order.
|
|
| Consequences
of removal
order
|
(6) The director or senior officer, as the case
may be, ceases to hold that office as of the date
the removal order is made or any later date
specified in the order.
|
|
| Appeal
|
(7) The director or senior officer, as the case
may be, or the company, society or provincial
company, as the case may be, may, within 30
days after the date of receipt of notice of the
removal order under subsection (5), or within
any longer period that the Court allows,
appeal the matter to the Federal Court.
|
|
| Powers of
Federal Court
|
(8) The Federal Court, in the case of an
appeal, may dismiss the appeal or set aside the
removal order.
|
|
| Order not
stayed by
appeal
|
(9) A removal order is not stayed by an
appeal.
|
|
| Application
|
678.3 (1) This section applies only in
respect of a foreign company
|
|
|
|
(a) that has been notified by the
Superintendent that this section applies to it
where the foreign company is subject to
measures designed to protect the interests
of its policyholders and creditors in respect
of its insurance business in Canada, which
measures
|
|
|
|
(i) have been specified by the
Superintendent by way of conditions or
limitations in respect of the order
approving the insuring in Canada of risks
by the foreign company, or
|
|
|
|
(ii) are contained in a prudential
agreement entered into under section
675.1 or an undertaking given by the
foreign company to the Superintendent;
or
|
|
|
|
(b) that is the subject of a direction made
under section 676 or an order made under
subsection 608(4) or 609(2).
|
|
| Information to
be provided
|
(2) A foreign company shall provide the
Superintendent with the name of any person
who has been selected by the foreign company
for appointment as chief agent together with
such other information about the background,
business record and experience of the person
as the Superintendent may require.
|
|
| When
information to
be provided
|
(3) The information required by subsection
(2) shall be provided to the Superintendent at
least 30 days prior to the date of the
appointment or within any shorter period that
the Superintendent may allow.
|
|
| Disqualificati
on
|
(4) If the Superintendent is of the opinion
that, on the basis of the competence, business
record, experience, conduct or character of a
person, he or she is not suitable to hold the
position of chief agent, the Superintendent
may, by order, disqualify the person from
being appointed to that office.
|
|
| Risk of
prejudice
|
(5) In forming an opinion under subsection
(4), the Superintendent must consider whether
the interests of the policyholders and creditors
of the foreign company in respect of its
insurance business in Canada would likely be
prejudiced if the person were to take office.
|
|
| Representatio
ns may be
made
|
(6) The Superintendent must in writing
notify the person concerned and the foreign
company of an order that the Superintendent
proposes to make under subsection (4) and
must afford them an opportunity within 15
days after the date of the notice, or within any
longer period that the Superintendent allows,
to make representations to the Superintendent
in relation to the matter.
|
|
| Prohibition
|
(7) If an order is made under subsection (4)
disqualifying a person from being appointed
as chief agent, the person shall not be, and the
foreign company shall not permit the person to
be, appointed to that position.
|
|
| Removal
|
678.4 (1) The Superintendent may, by
order, remove a person from office as the chief
agent of a foreign company if the
Superintendent is of the opinion that the
person is not suitable to hold that office
|
|
|
|
(a) on the basis of the competence, business
record, experience, conduct or character of
the person; or
|
|
|
|
(b) because the person has contravened or,
by action or negligence, has contributed to
the contravention of
|
|
|
|
(i) this Act or the regulations made under
it,
|
|
|
|
(ii) a direction made under section 676,
|
|
|
|
(iii) an order made under subsection
608(4) or 609(2),
|
|
|
|
(iv) a condition or limitation in respect of
the order approving the insuring in
Canada of risks by the foreign company,
or
|
|