Subdivision 11
	Trust Indentures
Sections 317 to 329 apply	885. Sections 317 to 329 apply in respect of insurance holding companies, subject to the following:
	(a) references to ``company'' in those sections are to be read as references to ``insurance holding company'';
	(b) references to ``this Act'' in those sections are to be read as references to ``this Part'';
	(c) references to ``this Division'' in those sections are to be read as references to ``this Subdivision''; and
	(d) references to ``subordinated indebtedness'' in those sections are to be read as references to ``subordinated indebtedness'' as defined in subsection 700(1).
	Subdivision 12
	Financial Statements
Financial year	886. (1) The financial year of an insurance holding company ends, at the election of the insurance holding company in its by-laws, on the expiration of the thirty-first day of October or the thirty-first day of December in each year.
First financial year	(2) If, in any year, an insurance holding company comes into existence after the first day of July, its first financial year ends, at its election in its by-laws, on the expiration of the thirty-first day of October or the thirty-first day of December in the next calendar year.
Annual financial statement	887. (1) The directors of an insurance holding company shall place before the shareholders at every annual meeting
	(a) a comparative annual financial statement relating separately to
	(i) the financial year immediately preceding the meeting, and
	(ii) the financial year, if any, immediately preceding the financial year referred to in subparagraph (i);
	(b) the report of the auditor of the insurance holding company; and
	(c) any further information respecting the financial position of the insurance holding company and the results of its operations required by the by-laws of the insurance holding company to be placed before the shareholders at the annual meeting.
Contents of annual statement	(2) An annual statement of an insurance holding company must contain, with respect to each of the financial years to which it relates,
	(a) a balance sheet as at the end of the financial year,
	(b) a statement of income for the financial year,
	(c) a statement of change of financial position for the financial year, and
	(d) a statement of changes in shareholders' equity for the financial year,
	showing such information and particulars as in the opinion of the directors are necessary to present fairly, in accordance with the accounting principles referred to in subsection (4), the financial position of the insurance holding company as at the end of the financial year to which it relates and the results of the operations and changes in the financial position of the insurance holding company for that financial year.
Additional information	(3) An insurance holding company shall include with its annual statement
	(a) a list of the subsidiaries of the insurance holding company, other than subsidiaries that are not required to be listed by the regulations and subsidiaries acquired pursuant to section 975 or pursuant to a realization of security in accordance with section 976 and which the insurance holding company would not otherwise be permitted to hold, showing, with respect to each subsidiary,
	(i) its name and the address of its head or principal office,
	(ii) the book value of the aggregate of any shares of the subsidiary beneficially owned by the insurance holding company and by other subsidiaries of the insurance holding company, and
	(iii) the percentage of the voting rights attached to all the outstanding voting shares of the subsidiary that is carried by the aggregate of any voting shares of the subsidiary beneficially owned by the insurance holding company and by other subsidiaries of the insurance holding company; and
	(b) such other information as may be prescribed in such form as may be prescribed.
Accounting principles	(4) The financial statements referred to in subsection (1), paragraph (3)(a) and subsection 889(1) shall, except as otherwise specified by the Superintendent, be prepared in accordance with generally accepted accounting principles, the primary source of which is the Handbook of the Canadian Institute of Chartered Accountants. A reference in any provision of this Act to the accounting principles referred to in this subsection shall be construed as a reference to those generally accepted accounting principles with any specifications so made.
Actuarial practices	(5) The valuation of the amount, if any, shown in the balance sheet that is included in the annual statement of an insurance holding company in respect of the actuarial and other policy liabilities of the insurance holding company shall be in accordance with generally accepted actuarial practice with such changes as may be determined by the Superintendent and any additional directions that may be made by the Superintendent.
Regulations	(6) The Governor in Council may make regulations respecting subsidiaries that are not required to be listed for the purposes of paragraph (3)(a).
Approval by directors	888. (1) The directors of an insurance holding company shall approve the annual statement and the approval of the directors shall be evidenced by the signature of
	(a) the chief executive officer or, in the event of that officer's absence or inability to act, any other officer of the insurance holding company authorized by the directors to sign in the stead of the chief executive officer; and
	(b) one director, if the signature required by paragraph (a) is that of a director, or two directors if the signature required by that paragraph is that of an officer who is not a director.
Condition precedent to publication	(2) An insurance holding company shall not publish copies of an annual statement unless it is approved and signed in accordance with subsection (1).
Statements - subsidiaries	889. (1) An insurance holding company shall keep at its head office a copy of the current financial statements of each subsidiary of the insurance holding company.
Examination	(2) Subject to this section, the shareholders of an insurance holding company and their personal representatives may, on request therefor, examine the statements referred to in subsection (1) during the usual business hours of the insurance holding company and may take extracts therefrom free of charge.
Barring examination	(3) An insurance holding company may refuse to permit an examination under subsection (2) by any person.
Application for order	(4) Within fifteen days after a refusal under subsection (3), the insurance holding company shall apply to a court for an order barring the right of the person concerned to make an examination under subsection (2) and the court shall either order the insurance holding company to permit the examination or, if it is satisfied that the examination would be detrimental to the insurance holding company or to any other body corporate the financial statements of which would be subject to examination, bar the right and make any further order it thinks fit.
Notice to Superintenden t	(5) An insurance holding company shall give the Superintendent and the person seeking to examine the statements referred to in subsection (1) notice of an application to a court under subsection (4), and the Superintendent and the person may appear and be heard in person or by counsel at the hearing of the application.
Distribution of annual statement	890. (1) An insurance holding company shall, not later than twenty-one days before the date of each annual meeting or before the signing of a resolution under paragraph 779(1)(b) in lieu of the annual meeting, send a copy of the documents referred to in subsections 887(1) and (3) to each shareholder at the shareholder's recorded address, unless that time period is waived by the shareholder.
Exception	(2) An insurance holding company is not required to comply with subsection (1) with respect to shareholders who have informed the insurance holding company, in writing, that they do not wish to receive the annual statement.
Effect of default	(3) Where an insurance holding company is required to comply with subsection (1) and the insurance holding company does not comply with that subsection, the annual meeting at which the annual statement is to be considered shall be adjourned until that subsection has been complied with.
Copy to Superintenden t	891. (1) Subject to subsection (2), an insurance holding company shall send to the Superintendent a copy of the documents referred to in subsections 887(1) and (3) not later than twenty-one days before the date of each annual meeting of shareholders of the insurance holding company.
Later filing	(2) If an insurance holding company's shareholders sign a resolution under paragraph 779(1)(b) in lieu of an annual meeting, the insurance holding company shall send a copy of the documents referred to in subsections 887(1) and (3) to the Superintendent not later than thirty days after the signing of the resolution.
	Subdivision 13
	Auditors
	Interpretation
Definitions	892. The following definitions apply in this Subdivision.
``firm of accountants'' « cabinet de comptables »	``firm of accountants'' means a partnership, the members of which are accountants engaged in the practice of accounting, or a body corporate that is incorporated by or under an Act of the legislature of a province and engaged in the practice of accounting.
``member'' « membre »	``member'', in relation to a firm of accountants, means
	(a) an accountant who is a partner in a partnership, the members of which are accountants engaged in the practice of accounting; or
	(b) an accountant who is an employee of a firm of accountants.
	Appointment
Appointment of auditor	893. (1) The shareholders of an insurance holding company shall, by ordinary resolution at the first meeting of shareholders and at each succeeding annual meeting, appoint a firm of accountants to be the auditor of the insurance holding company until the close of the next annual meeting.
Remuneration of auditor	(2) The remuneration of the auditor may be fixed by ordinary resolution of the shareholders but, if not so fixed, shall be fixed by the directors.
	Qualifications
Qualification of auditor	894. (1) A firm of accountants is qualified to be an auditor of an insurance holding company if
	(a) two or more members of the firm are accountants who
	(i) are members in good standing of an institute or association of accountants incorporated by or under an Act of the legislature of a province,
	(ii) have at least five years experience at a senior level in performing audits of a financial institution,
	(iii) are ordinarily resident in Canada, and
	(iv) are independent of the insurance holding company; and
	(b) the member of the firm who is jointly designated by the firm and the insurance holding company to conduct the audit of the insurance holding company on behalf of the firm is qualified in accordance with paragraph (a).
Independence	(2) For the purposes of subsection (1),
	(a) independence is a question of fact; and
	(b) a member of a firm of accountants is deemed not to be independent of an insurance holding company if that member or any other member of the firm of accountants, or the firm of accountants,
	(i) is a director or an officer or employee of the insurance holding company or of any affiliate of the insurance holding company or is a business partner of any director, officer or employee of the insurance holding company or of any affiliate of the insurance holding company,
	(ii) beneficially owns or controls, directly or indirectly, a material interest in the shares of the insurance holding company or of any affiliate of the insurance holding company, or
	(iii) has been a liquidator, trustee in bankruptcy, receiver or receiver and manager of any affiliate of the insurance holding company within the two years immediately preceding the person's proposed appointment as auditor of the insurance holding company, other than an affiliate that is a subsidiary of the insurance holding company acquired pursuant to section 975 or through a realization of a security pursuant to section 976.
Notice of designation	(3) Within fifteen days after the appointment of a firm of accountants as auditor of an insurance holding company, the insurance holding 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 insurance holding company on behalf of the firm and the insurance holding company shall forthwith notify the Superintendent in writing of the designation.
New designation	(4) Where for any reason a member of a firm of accountants designated pursuant to subsection (3) ceases to conduct the audit of the insurance holding company, the insurance holding company and the firm of accountants may jointly designate another member of the same firm of accountants who meets the qualifications described in subsection (1) to conduct the audit of the insurance holding company and the insurance holding company shall forthwith notify the Superintendent in writing of the designation.
Deemed vacancy	(5) In any case where subsection (4) applies and a designation is not made pursuant to that subsection within thirty days after the designated member ceases to conduct the audit of the insurance holding company, there shall be deemed to be a vacancy in the office of auditor of the insurance holding company.
Duty to resign	895. (1) An auditor that ceases to be qualified under section 894 shall resign without delay after any member of the firm of accountants becomes aware that the firm has ceased to be so qualified.
Disqualificati on order	(2) Any interested person may apply to a court for an order declaring that an auditor of an insurance holding company has ceased to be qualified under section 894 and declaring the office of auditor to be vacant.
	Vacancies
Revocation of appointment	896. (1) The shareholders of an insurance holding company may, by ordinary resolution at a special meeting, revoke the appointment of an auditor.
Revocation of appointment	(2) The Superintendent may at any time revoke the appointment of an auditor made under subsection (3) or 893(1) or section 898 by notice in writing signed by the Superintendent and sent by registered mail to the auditor and to the insurance holding company addressed to the usual place of business of the auditor and the insurance holding company.
Filling vacancy	(3) A vacancy created by the revocation of the appointment of an auditor under subsection (1) may be filled at the meeting at which the appointment was revoked and, if not so filled, shall be filled by the directors under section 898.
Ceasing to hold office	897. (1) An auditor of an insurance holding company ceases to hold office when
	(a) the auditor resigns; or
	(b) the appointment of the auditor is revoked by the shareholders or the Superintendent.
Effective date of resignation	(2) The resignation of an auditor becomes effective at the time a written resignation is sent to the insurance holding company or at the time specified in the resignation, whichever is later.
Filling vacancy	898. (1) Subject to subsection 896(3), where a vacancy occurs in the office of auditor of an insurance holding company, the directors shall forthwith fill the vacancy, and the auditor so appointed holds office for the unexpired term of office of the predecessor of that auditor.
Where Superintenden t may fill vacancy	(2) Where the directors fail to fill a vacancy in accordance with subsection (1), the Superintendent may fill the vacancy and the auditor so appointed holds office for the unexpired term of office of the predecessor of that auditor.