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139 apply
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763. Sections 85 to 139 apply in respect of
insurance holding companies, subject to the
following:
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(a) references to ``company'' in those
sections are to be read as references to
``insurance holding company'';
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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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(c) references to ``Part VII'' in those
sections are to be read as references to
``Division 7 of Part XVII'';
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(d) references to ``this Part'' in those
sections are to be read as references to ``this
Division'';
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(e) paragraph 92(1)(a) is to be read without
reference to the words ``other than section
427'';
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(f) the reference to ``sections 142 to 145 and
section 149'' in subsection 97(1) is to be
read as a reference to ``sections 766 to 769
and 772''; and
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(g) the reference to ``section 75 or 81'' in
subsection 101(3) is to be read as a
reference to ``section 754 or 759''.
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Subdivision 1
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Shareholders
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Place of Meetings
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| Place of
meetings
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764. Meetings of shareholders of an
insurance holding company shall be held at
the place within Canada provided for in the
by-laws of the insurance holding company or,
in the absence of any such provision, at the
place within Canada that the directors
determine.
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Calling Meetings
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| Calling
meetings
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765. The directors of an insurance holding
company
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(a) shall, after the meeting called under
subsection 740(1), call the first annual
meeting of shareholders of the insurance
holding company, which meeting must be
held not later than six months after the end
of the first financial year of the insurance
holding company;
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(b) shall subsequently call an annual
meeting of shareholders, which meeting
must be held not later than six months after
the end of each financial year; and
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(c) may at any time call a special meeting of
shareholders.
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Record Dates
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| Fixing record
date
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766. (1) For the purpose of determining
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(a) shareholders entitled to receive payment
of a dividend,
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(b) shareholders entitled to participate in a
liquidation distribution, or
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(c) who is a shareholder for any other
purpose except the right to receive notice
of, or to vote at, a meeting,
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the directors may fix in advance a date as the
record date for the determination of
shareholders, but the record date so fixed shall
not precede by more than fifty days the
particular action to be taken.
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| Record date
for meetings
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(2) For the purpose of determining
shareholders entitled to receive notice of a
meeting of shareholders, the directors may fix
in advance a date as the record date for the
determination of shareholders, but the record
date so fixed shall not precede the date on
which the meeting is to be held by more than
fifty days or less than twenty-one days.
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| No record
date fixed
under
subsection (1)
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(3) If no record date is fixed under
subsection (1) for the determination of
shareholders for any purpose for which a
record date could have been fixed under that
subsection, the record date for the
determination of shareholders for that purpose
is the date on which the directors pass the
resolution relating to that purpose.
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| No record
date fixed for
shareholders
under
subsection (2)
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(4) If no record date is fixed under
subsection (2) for the determination of
shareholders entitled to receive notice of a
meeting, the record date for the determination
of shareholders entitled to receive notice of, or
to vote at, that meeting is
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(a) the day immediately before the day on
which the notice is given; or
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(b) if no notice is given, the day on which
the meeting is held.
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| Notice of
record date
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(5) Subject to subsection (6), where a record
date is fixed for the determination of
shareholders for any purpose, notice of the
record date shall, not less than seven days
before the record date, be given
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(a) by advertisement in a newspaper in
general circulation in the place where the
head office of the insurance holding
company is situated and in each place in
Canada where the insurance holding
company has a transfer agent or where a
transfer of the insurance holding company's
shares may be recorded; and
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(b) by written notice to each stock
exchange, if any, in Canada on which the
shares of the insurance holding company
are listed for trading.
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| Exception
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(6) Notice of a record date need not be given
where the requirement to give the notice is
waived in writing by every holder of a share of
the class or series affected by the fixing of the
record date whose name is set out in the central
securities register at the close of business on
the day on which the directors fix the record
date.
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Notices of Meetings
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| Notice of
meeting
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767. (1) Notice of the time and place of a
meeting of shareholders of a company shall be
sent not less than twenty-one days or more
than fifty days before the meeting to
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(a) each shareholder entitled to vote at the
meeting;
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(c) the auditor of the insurance holding
company.
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| Number of
eligible votes
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(2) An insurance holding company in
respect of which subsection 927(4) applies
shall set out in the notice of a meeting the
number of eligible votes, as defined under
subsection 793(1), that may be cast at the
meeting as of the record date for determining
the shareholders entitled to receive the notice
of meeting, or, if there are to be separate votes
of shareholders 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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| Waiver of
notice
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(3) An insurance holding company is not
required under subsection (1) to send to a
person notice of a meeting if the person waives
notice of the meeting. That waiver may be in
any manner.
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| Attendance
constitutes
waiver
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(4) A person who attends a meeting of
shareholders is deemed to have waived notice
of the meeting, except where the person
attends the meeting for the express purpose of
objecting to the transaction of any business on
the grounds that the meeting is not lawfully
called.
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| Publication in
newspaper
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(5) In addition to the notice required under
subsection (1), where any class of shares of an
insurance holding company is publicly traded
on a recognized stock exchange in Canada,
notice of the time and place of the meeting of
shareholders shall be published once a week
for at least four consecutive weeks before the
date of the meeting in a newspaper in the place
where the head office of the insurance holding
company is situated and in each place in
Canada where the insurance holding company
has a transfer agent or where a transfer of the
insurance holding company's shares may be
recorded.
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| When notice
not required
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(6) A notice of a meeting of shareholders is
not required to be sent to shareholders who are
not registered on the records of the insurance
holding company or its transfer agent on the
record date fixed or determined under
subsection 766(2) or (4).
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| Effect of
default
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(7) Failure to receive a notice of a meeting
of shareholders does not deprive a shareholder
of the right to vote at the meeting.
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| Notice of
adjourned
meeting
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768. (1) If a meeting of shareholders is
adjourned for less than thirty days, it is not
necessary, unless the by-laws otherwise
provide, to give notice of the adjourned
meeting, other than by announcement at the
earliest meeting that is adjourned.
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| Notice after
longer
adjournment
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(2) If a meeting of shareholders is adjourned
by one or more adjournments for a total of
thirty days or more, notice of the continuation
of the meeting shall be given as for an original
meeting but, unless the meeting is adjourned
by one or more adjournments for a total of
more than ninety days, subsection 788(1) does
not apply.
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| Special
business
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769. (1) All matters dealt with at a special
meeting of shareholders or at an annual
meeting of shareholders are deemed to be
special business, except that special business
does not include consideration of
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(a) the financial statements;
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(b) the auditor's report;
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(c) the election of directors; or
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(d) the remuneration of directors and
reappointment of the incumbent auditor.
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| Notice of
special
business
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(2) Notice of a meeting of shareholders at
which special business is to be transacted must
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(a) state the nature of the special business in
sufficient detail to permit a shareholder to
form a reasoned judgment thereon; and
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(b) contain the text of any special resolution
to be submitted to the meeting.
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Shareholder Proposals
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| Proposal
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770. (1) A shareholder entitled to vote at an
annual meeting of shareholders of an
insurance holding company may
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(a) submit to the insurance holding
company notice of any matter that the
shareholder proposes to raise at the
meeting; and
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(b) discuss at the meeting any matter in
respect of which the shareholder would
have been entitled to submit a proposal.
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| Circulation of
proposal
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(2) An insurance holding company shall
attach any proposal of a shareholder submitted
for consideration at a meeting of shareholders
to the notice of the meeting.
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| Proponent's
statement
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(3) If so requested by a shareholder who
submits a proposal to an insurance holding
company, the insurance holding company
shall attach to the notice of the meeting a
statement by the shareholder of not more than
two hundred words in support of the proposal
and the name and address of the shareholder.
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| Nominations
for directors
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(4) A proposal may include nominations for
the election of directors if the proposal is
signed by one or more holders of shares
representing in the aggregate not less than 5
per cent of the shares or 5 per cent of the shares
of a class of shares of the insurance holding
company entitled to vote at the meeting to
which the proposal is to be presented.
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| Conditions
precedent for
proposals
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(5) An insurance holding company is not
required to comply with subsections (2) and
(3) if
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(a) the proposal is not submitted to the
insurance holding company at least ninety
days before the anniversary date of the
previous annual meeting of shareholders;
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(b) it clearly appears that the proposal is
submitted by the shareholder primarily for
the purpose of enforcing a personal claim or
redressing a personal grievance against the
insurance holding company or its directors,
officers or security holders, or primarily for
the purpose of promoting general
economic, political, racial, religious, social
or similar causes;
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(c) the insurance holding company, at the
shareholder's request, attached a proposal
to the notice of a meeting of shareholders
held within two years preceding the receipt
of the request, and the shareholder failed to
present the proposal, in person or by proxy,
at the meeting;
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(d) substantially the same proposal was
submitted to shareholders in a dissident's
proxy circular relating to, or was attached to
the notice of, a meeting of shareholders held
within two years preceding the receipt of
the shareholder's request and the proposal
was defeated; or
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(e) the rights conferred by subsections (1) to
(4) are being abused to secure publicity.
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| Immunity for
proposal and
statement
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(6) No insurance holding company or
person acting on behalf of an insurance
holding company incurs any liability by
reason only of circulating a proposal or
statement in compliance with subsections (2)
and (3).
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| Refusal of
proposal
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771. (1) If an insurance holding company
refuses to attach a proposal to the notice of the
meeting, the insurance holding company
shall, within ten days after receiving the
proposal, notify the shareholder submitting
the proposal of its intention not to attach the
proposal to the notice of the meeting and send
to the shareholder a statement of the reasons
for the refusal.
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| Appeal to
court
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(2) On the application of a shareholder
claiming to be aggrieved by an insurance
holding company's refusal under subsection
(1), a court may restrain the holding of the
meeting at which the proposal is sought to be
presented and make any further order it thinks
fit.
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| Appeal to
court
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(3) An insurance holding company or any
person claiming to be aggrieved by a proposal
may apply to a court for an order permitting
the insurance holding company not to attach
the proposal to the notice of the meeting, and
the court, if it is satisfied that subsection
770(5) applies, may make such order as it
thinks fit.
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| Notice to
Superintenden
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(4) An applicant under subsection (2) or (3)
shall give the Superintendent written notice of
the application and the Superintendent may
appear and be heard at the hearing of the
application in person or by counsel.
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Shareholder List
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| Shareholder
list
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772. (1) For each meeting of shareholders of
an insurance holding company, the insurance
holding company shall prepare a list, which
may be in electronic form, of its shareholders
entitled to receive notice of a meeting under
paragraph 767(1)(a), arranged in alphabetical
order and showing the number of shares held
by each shareholder.
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| Time to
prepare list
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(2) If a record date is fixed under subsection
766(2), the list referred to in subsection (1)
shall be prepared not later than ten days after
that record date. If no record date is fixed
under that subsection, the list shall be
prepared
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(a) at the close of business on the day before
the day on which the notice of the meeting
is given; or
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(b) if no notice is given, on the day on which
the meeting is held.
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| Effect of list
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(3) Except as otherwise provided in this
Part, at a meeting to which a list prepared
under subsection (1) relates, a person named
in the list is entitled to vote the shares shown
on the list opposite the person's name unless
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(a) the person has transferred the ownership
of any of those shares after the record date
fixed under subsection 766(2) or, if no
record date is fixed, after the date on which
the list was prepared, and
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(b) the transferee of those shares
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(i) produces properly endorsed share
certificates, or
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(ii) otherwise establishes that the
transferee owns the shares,
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and demands, not later than ten days before
the meeting or such shorter period before
the meeting as the by-laws of the insurance
holding company provide, that the
transferee's name be included in the list
before the meeting,
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in which case the transferee may vote those
transferred shares at the meeting.
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| Examination
of list
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(4) A shareholder of an insurance holding
company may examine the list of shareholders
referred to in subsection (1)
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(a) during usual business hours at the head
office of the insurance holding company or
at the place where its central securities
register is maintained; and
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(b) at the meeting of shareholders for which
the list was prepared.
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Quorum
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| Shareholders
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773. (1) Unless the by-laws otherwise
provide, a quorum of shareholders is present
at a meeting of shareholders if the holders of
a majority of the shares who are entitled to
vote at the meeting are present in person or
represented by proxyholders.
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