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Record of
attendance
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823. (1) An insurance holding company
shall keep a record of the attendance at each
meeting of directors and each committee
meeting of directors.
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Statement to
shareholders
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(2) An insurance holding company shall
attach to the notice of each annual meeting it
sends to its shareholders a statement showing,
in respect of the financial year immediately
preceding the meeting, the total number of
directors' meetings and directors' committee
meetings held during the financial year and
the number of those meetings attended by
each director.
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Meeting
required by
Superintenden
t
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824. (1) Where in the opinion of the
Superintendent it is necessary, the
Superintendent may, by notice in writing,
require an insurance holding company to hold
a meeting of directors of the insurance holding
company to consider the matters set out in the
notice.
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Attendance of
Superintenden
t
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(2) The Superintendent may attend and be
heard at a meeting referred to in subsection
(1).
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By-laws
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By-laws
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825. (1) Unless this Part otherwise
provides, the directors of an insurance holding
company may by resolution make, amend or
repeal any by-law that regulates the business
or affairs of the insurance holding company.
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Shareholder
approval
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(2) The directors shall submit a by-law, or
an amendment to or a repeal of a by-law, that
is made under subsection (1) to the
shareholders at the next meeting of
shareholders, and the shareholders may, by
resolution, confirm or amend the by-law,
amendment or repeal.
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Effective date
of by-law
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(3) Unless this Part 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 under
subsection (2) 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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Effect where
no
shareholder
approval
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(4) If a by-law, or an amendment to or a
repeal of a by-law, is rejected by the
shareholders, or is not submitted to the
shareholders by the directors as required
under subsection (2), the by-law, amendment
or repeal ceases to be effective from the date
of its rejection or the date of the next meeting
of shareholders, as the case may be, and no
subsequent resolution of the directors to
make, amend or repeal a by-law having
substantially the same purpose or effect is
effective until it is confirmed, or confirmed as
amended, by the shareholders.
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Shareholder
proposal of
by-law
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826. A shareholder entitled to vote at an
annual meeting of shareholders may, in
accordance with sections 770 and 771, make
a proposal to make, amend or repeal a by-law.
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Deemed
by-laws
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827. (1) Any matter provided for in the
incorporating instrument of a body corporate
continued as an insurance holding company at
the time of continuance that, under this Part,
would be provided for in the by-laws of an
insurance holding company is deemed to be
provided for in the by-laws of the insurance
holding company.
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by-law
prevails
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(2) If a by-law of the insurance holding
company made in accordance with sections
825 and 826 amends or repeals any matter
referred to in subsection (1), the by-law
prevails.
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Committees of the Board
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Committees
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828. The directors of an insurance holding
company may appoint from their number, in
addition to the committees referred to in
subsection 794(2), such other committees as
they deem necessary and, subject to section
832, delegate to those committees such
powers of the directors, and assign to those
committees such duties, as the directors
consider appropriate.
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Audit
committee
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829. (1) The audit committee of an
insurance holding company shall consist of at
least three directors.
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Membership
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(2) None of the members of the audit
committee may be officers or employees of
the insurance holding company or of any of its
subsidiaries.
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Duties of
audit
committee
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(3) The audit committee of an insurance
holding company shall
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Report
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(4) In the case of the annual statement and
returns of an insurance holding company that
under this Part must be approved by the
directors of the insurance holding company,
the audit committee of the insurance holding
company shall report thereon to the directors
before the approval is given.
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Required
meeting of
directors
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(5) The audit committee of an insurance
holding company may call a meeting of the
directors of the insurance holding company to
consider any matter of concern to the
committee.
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Directors and Officers - Authority
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Chief
executive
officer
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830. The directors of an insurance holding
company shall appoint from their number a
chief executive officer who must be ordinarily
resident in Canada and, subject to section 832,
may delegate to that officer any of the powers
of the directors.
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Appointment
of officers
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831. (1) The directors of an insurance
holding company may, subject to the by-laws,
designate the offices of the insurance holding
company, appoint officers thereto, specify the
duties of those officers and delegate to them
powers, subject to section 832, to manage the
business and affairs of the insurance holding
company.
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Directors as
officers
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(2) Subject to section 799, a director of an
insurance holding company may be appointed
to any office of the insurance holding
company.
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Two or more
offices
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(3) Two or more offices of an insurance
holding company may be held by the same
person.
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Limits on
power to
delegate
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832. The directors of an insurance holding
company may not delegate any of the
following powers, namely, the power to
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Remuneration
of directors,
officers and
employees
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833. (1) Subject to this section and the
by-laws, the directors of an insurance holding
company may fix the remuneration of the
directors, officers and employees of the
insurance holding company.
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by-law
required
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(2) No remuneration shall be paid to a
director as director until a by-law fixing the
aggregate of all amounts that may be paid to
all directors in respect of directors'
remuneration during a fixed period of time has
been confirmed by special resolution.
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Validity of
acts
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834. (1) An act of a director or an officer of
an insurance holding company is valid
notwithstanding a defect in the director's
qualification or an irregularity in the
director's election or in the appointment of the
director or officer.
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Validity of
acts
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(2) An act of the board of directors of an
insurance holding company is valid
notwithstanding a defect in the composition of
the board or an irregularity in the election of
the board or in the appointment of a member
of the board.
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Right to
attend
meetings
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835. A director of an insurance holding
company is entitled to attend and to be heard
at every meeting of shareholders.
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Conflicts of Interest
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Disclosure of
interest
|
836. (1) A director or an officer of an
insurance holding company who
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shall disclose in writing to the insurance
holding company or request to have entered in
the minutes of the meetings of directors the
nature and extent of that interest.
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Time of
disclosure for
director
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(2) The disclosure required by subsection
(1) shall be made, in the case of a director,
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Time of
disclosure for
officer
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(3) The disclosure required by subsection
(1) shall be made, in the case of an officer who
is not a director,
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Time of
disclosure for
director or
officer
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(4) If a material contract or proposed
material contract is one that, in the ordinary
course of business of the insurance holding
company, would not require approval by the
directors or the shareholders, a director or an
officer referred to in subsection (1) shall
disclose in writing to the insurance holding
company or request to have entered in the
minutes of meetings of directors the nature
and extent of the director's or officer's interest
forthwith after the director or officer becomes
aware of the contract or proposed contract.
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Where
director must
abstain
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837. (1) Where subsection 836(1) applies to
a director in respect of a contract, the director
shall not be present at any meeting of directors
while the contract is being considered at the
meeting or vote on any resolution to approve
the contract unless the contract is
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Ineligibility
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(2) A director who knowingly contravenes
subsection (1) ceases to hold office as director
and is not eligible, for a period of five years
after the date on which the contravention
occurred, for election or appointment as a
director of any insurance holding company,
any bank holding company or any financial
institution that is incorporated or formed by or
under an Act of Parliament.
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Validity of
acts
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(3) An act of the board of directors of an
insurance holding company or of a committee
of the board of directors is not invalid because
a person acting as a director had ceased under
subsection (2) to hold office as a director.
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Continuing
disclosure
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838. For the purposes of subsection 836(1),
a general notice to the directors by a director
or an officer declaring that the director or
officer is a director or officer of an entity, or
has a material interest in a person, and is to be
regarded as interested in any contract made
with that entity or person, is a sufficient
declaration of interest in relation to any
contract so made.
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Avoidance
standards
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839. A material contract between an
insurance holding company and one or more
of its directors or officers, or between an
insurance holding company and another entity
of which a director or an officer of the
insurance holding company is a director or an
officer or between an insurance holding
company and a person in which the director or
officer has a material interest, is neither void
nor voidable
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if the director or officer disclosed the interest
in accordance with subsection 836(2), (3) or
(4) or section 838 and the contract was
approved by the directors or the shareholders
and it was reasonable and fair to the insurance
holding company at the time it was approved.
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Application to
court
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840. Where a director or an officer of an
insurance holding company fails to disclose
an interest in a material contract in accordance
with sections 836 and 838, a court may, on the
application of the insurance holding company
or a shareholder of the insurance holding
company, set aside the contract on such terms
as the court thinks fit.
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Liability, Exculpation and Indemnification
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Directors'
liability
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841. (1) The directors of an insurance
holding company who vote for or consent to a
resolution of the directors authorizing the
issue of a share contrary to subsection 748(1)
or the issue of subordinated indebtedness
contrary to section 762 for a consideration
other than money are jointly and severally
liable to the insurance holding company to
make good any amount by which the
consideration received is less than the fair
equivalent of the money that the insurance
holding company would have received if the
share or subordinated indebtedness had been
issued for money on the date of the resolution.
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Further
liabilities
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(2) The directors of an insurance holding
company who vote for or consent to a
resolution of the directors authorizing
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are jointly and severally liable to restore to the
insurance holding company any amounts so
distributed or paid and not otherwise
recovered by the insurance holding company
and any amounts in relation to any loss
suffered by the insurance holding company.
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Contribution
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842. (1) A director who has satisfied a
judgment in relation to the director's liability
under section 841 is entitled to contribution
from the other directors who voted for or
consented to the unlawful act on which the
judgment was founded.
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