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(f) the impact of any integration of the
businesses and operations of the applicant
or applicants with those of the insurance
holding company and its affiliates on the
conduct of those businesses and operations;
and
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|
(g) the best interests of the financial system
in Canada.
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| Exception
|
(2) Subject to section 933, the Minister shall
take into account only paragraph (1)(d) if the
application is in respect of a transaction that
would result in the applicant or applicants
holding
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(a) more than 10 per cent but no more than
20 per cent of any class of the outstanding
voting shares of an insurance holding
company in respect of which subsection
927(4) applies; or
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|
(b) more than 10 per cent but no more than
30 per cent of any class of the outstanding
non-voting shares of such an insurance
holding company.
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| National
treatment
|
(3) Where a transaction in respect of which
subsection 927(1) or (2) applies would cause
an insurance holding company to become a
subsidiary of a foreign institution that is
engaged in the insurance business, that does
not have any other insurance holding
company as its subsidiary and that is a
non-WTO Member foreign institution, the
Minister shall not approve the transaction
unless the Minister is satisfied that treatment
as favourable for insurance holding
companies to which this Act applies exists or
will be provided in the jurisdiction in which
the foreign institution principally carries on
business, either directly or through a
subsidiary.
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| Part XII of the
Bank Act
|
(4) Nothing in subsection (1) or (3) affects
the operation of Part XII of the Bank Act.
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| Terms and
conditions
|
948. The Minister may impose any terms
and conditions in respect of an approval given
under this Division that the Minister considers
necessary to ensure compliance with any
provision of this Act.
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| Certifying
receipt of
application
|
949. (1) If, in the opinion of the
Superintendent, an application filed under this
Division contains all the required information,
the Superintendent shall without delay refer
the application to the Minister and send a
receipt to the applicant certifying the date on
which the completed application was received
by the Superintendent.
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| Incomplete
application
|
(2) If, in the opinion of the Superintendent,
an application filed under this Division is
incomplete, the Superintendent shall send a
notice to the applicant specifying the
information required by the Superintendent to
complete the application.
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| Notice of
decision to
applicant
|
950. (1) Subject to subsections (2) and (3)
and 951(1), the Minister shall, within a period
of thirty days after the certified date referred
to in subsection 949(1), send to the applicant
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(a) a notice approving the transaction to
which the application relates; or
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(b) where the Minister is not satisfied that
the transaction to which the application
relates should be approved, a notice to that
effect, advising the applicant of the right to
make representations to the Minister in
respect of the matter.
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| Notice
|
(2) Subject to subsections (4) and 951(2), if
an application involves the acquisition of
control of an insurance holding company, the
Minister shall, within a period of forty-five
days after the certified date referred to in
subsection 949(1), send to the applicant
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(a) a notice approving the transaction to
which the application relates; or
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(b) where the Minister is not satisfied that
the transaction to which the application
relates should be approved, a notice to that
effect, advising the applicant of the right to
make representations to the Minister in
respect of the matter.
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| Extension of
period for
notice
|
(3) Where the Minister is unable to
complete the consideration of an application
within the period referred to in subsection (1),
the Minister shall,
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(a) within that period, send a notice to that
effect to the applicant; and
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(b) within a further period of thirty days
after the date of the sending of the notice
referred to in paragraph (a) or within such
other further period as may be agreed on by
the applicant and the Minister, send a notice
referred to in paragraph (1)(a) or (b) to the
applicant.
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| Extension of
period for
notice
|
(4) Where the Minister considers it
appropriate to do so, the Minister may extend
the period referred to in subsection (2) for one
or more periods of forty-five days.
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|
| Reasonable
opportunity to
make
representation
s
|
951. (1) Where, after receipt of the notice
referred to in paragraph 950(1)(b), the
applicant advises the Minister that the
applicant wishes to make representations, the
Minister shall provide the applicant with a
reasonable opportunity within a period of
thirty days after the date of the notice, or
within such further period as may be agreed on
by the applicant and the Minister, to make
representations in respect of the matter.
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| Reasonable
opportunity to
make
representation
s
|
(2) Where, after receipt of the notice
referred to in paragraph 950(2)(b), the
applicant advises the Minister that the
applicant wishes to make representations, the
Minister shall provide the applicant with a
reasonable opportunity within a period of
forty-five days after the date of the notice, or
within such further period as may be agreed on
by the applicant and the Minister, to make
representations in respect of the matter.
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|
| Notice of
decision
|
952. (1) Within a period of thirty days after
the expiration of the period for making
representations referred to in subsection
951(1), the Minister shall, in the light of any
such representations and having regard to the
matters to be taken into account, send a notice
to the applicant indicating whether or not the
Minister approves the transaction to which the
application relates.
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| Notice of
decision
|
(2) Within a period of forty-five days after
the expiration of the period for making
representations referred to in subsection
951(2), the Minister shall, in the light of any
such representations and having regard to the
matters to be taken into account, send a notice
to the applicant indicating whether or not the
Minister approves the transaction to which the
application relates.
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| Deemed
approval
|
953. Where the Minister does not send a
notice under subsection 950(1) or (3) or
952(1) within the period provided for in those
subsections, the Minister is deemed to have
approved the transaction to which the
application relates.
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| Constraining
registration -
Crown and
foreign
governments
|
954. (1) No insurance holding company
shall record in its securities register a transfer
or issue of any share of the insurance holding
company to
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(a) Her Majesty in right of Canada or of a
province or any agent or agency of Her
Majesty in either of those rights; or
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|
(b) the government of a foreign country or
any political subdivision thereof, or any
agent or agency thereof.
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| Exception
|
(2) Notwithstanding subsection (1), an
insurance holding company that is a
subsidiary of a foreign institution that is
controlled by the government of a foreign
country or any political subdivision thereof, or
any agency thereof, may register a transfer or
issue of a share or shares of the insurance
holding company to the foreign institution or
to any subsidiary of the foreign institution.
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| Suspension of
voting rights
held by
governments
|
955. Notwithstanding section 775, where
any voting shares of an insurance holding
company are beneficially owned by
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(a) Her Majesty in right of Canada or of a
province or any agency of Her Majesty in
either of those rights, or
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|
(b) the government of a foreign country or
any political subdivision thereof, or any
agency thereof,
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no person shall, in person or by proxy, exercise
the voting rights attached to those shares.
|
|
| Disposition of
shareholdings
|
956. (1) If, with respect to any insurance
holding company, a person contravenes
subsection 927(1), (4) or (6) or section 930,
931, 932 or 933 or fails to comply with an
undertaking referred to in subsection 943(2)
or with any term or condition imposed under
section 948, the Minister may, if the Minister
considers it in the public interest to do so, by
order, direct that person and any person
controlled by that person to dispose of such
number of shares of the insurance holding
company beneficially owned by any of those
persons as the Minister specifies in the order,
within such time as the Minister specifies
therein and in such proportion, if any, as
between the person and the persons controlled
by that person as is specified in the order.
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| Representatio
ns
|
(2) No direction shall be made under
subsection (1) unless the Minister has
provided each person to whom the direction
relates and the insurance holding company
concerned with a reasonable opportunity to
make representations in respect of the
subject-matter of the direction.
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| Appeal
|
(3) Any person with respect to whom a
direction has been made under subsection (1)
may, within thirty days after the date of the
direction, appeal the matter in accordance
with section 1020.
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|
| Application to
court
|
957. (1) Where a person fails to comply
with a direction made under subsection
956(1), an application on behalf of the
Minister may be made to a court for an order
to enforce the direction.
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| Court order
|
(2) A court may, on an application under
subsection (1), make such order as the
circumstances require to give effect to the
terms of the direction and may, without
limiting the generality of the foregoing,
require the insurance holding company
concerned to sell the shares that are the
subject-matter of the direction.
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| Appeal
|
(3) 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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|
| Interest of
securities
underwriter
|
958. This Division does not apply to a
securities underwriter in respect of shares of a
body corporate or ownership interests in an
unincorporated entity that are acquired by the
underwriter in the course of a distribution to
the public of those shares or ownership
interests and that are held by the underwriter
for a period of not more than six months.
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| Arrangements
to effect
compliance
|
959. (1) The directors of an insurance
holding company may make such
arrangements as they deem necessary to carry
out the intent of this Division and, in
particular, but without limiting the generality
of the foregoing, may
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|
(a) require any person in whose name a
share of the insurance holding company is
held to submit a declaration setting out
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|
(i) the beneficial ownership of the share,
and
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|
(ii) such other information as the
directors deem relevant for the purposes
of this Division;
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|
(b) require any person who wishes to have
a transfer of a share registered in the name
of, or to have a share issued to, that person
to submit a declaration referred to in
paragraph (a) as though the person were the
holder of that share; and
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|
(c) determine the circumstances in which a
declaration referred to in paragraph (a) is to
be required, the form of the declaration and
the times at which it is to be submitted.
|
|
| Order of
Superintenden
t
|
(2) The Superintendent may, by order,
direct an insurance holding company to obtain
from any person in whose name a share of the
insurance holding company is held a
declaration setting out the name of every
entity controlled by that person and
containing information concerning
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(a) the ownership or beneficial ownership
of the share; and
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|
(b) such other related matters as are
specified by the Superintendent.
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| Compliance
required
|
(3) As soon as possible after receipt by an
insurance holding company of a direction
under subsection (2),
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|
(a) the insurance holding company shall
comply with the direction; and
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|
(b) every person who is requested by the
insurance holding company to provide a
declaration containing information referred
to in subsection (1) or (2) shall comply with
the request.
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|
| Outstanding
declaration:
effect
|
(4) Where, pursuant to this section, a
declaration is required to be submitted by a
shareholder or other person in respect of the
issue or transfer of any share, an insurance
holding company may refuse to issue the share
or register the transfer unless the required
declaration is submitted.
|
|
| Reliance on
information
|
960. An insurance holding company and
any person who is a director or an officer,
employee or agent of the insurance holding
company may rely on any information
contained in a declaration required by the
directors pursuant to section 959 or on any
information otherwise acquired in respect of
any matter that might be the subject of such a
declaration, and no action lies against the
insurance holding company or any such
person for anything done or omitted to be done
in good faith in reliance on any such
information.
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|
| Exemption
regulations
|
961. The Governor in Council may, by
regulation, exempt from any of the provisions
of this Division any transaction or any class of
transactions involving the transfer of shares
on the death of the beneficial owner thereof,
or any arrangement made in contemplation of
the death of the beneficial owner, to one or
more members of the beneficial owner's
family, or to one or more trustees on their
behalf.
|
|
| Competition
Act
|
962. Nothing in, or done under the authority
of, this Act affects the operation of the
Competition Act.
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|
| Main business
|
963. (1) Subject to this Part, an insurance
holding company shall not engage in or carry
on any business other than
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|
(a) acquiring, holding and administering
investments that are permitted by this Part;
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(b) providing management, advisory,
financing, accounting, information
processing or other prescribed services to
entities in which it has a substantial
investment; and
|
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|
(c) any other prescribed business.
|
|
| Regulations
|
(2) The Governor in Council may make
regulations prescribing businesses or services
for the purposes of subsection (1).
|
|
| Restriction on
partnerships
|
964. (1) Except with the approval of the
Superintendent, an insurance holding
company shall not be a general partner in a
limited partnership or a partner in a general
partnership.
|
|
| Meaning of
``general
partnership''
|
(2) For the purposes of subsection (1),
``general partnership'' means any partnership
other than a limited partnership.
|
|
| Restriction on
guarantees
|
965. (1) An insurance holding company
shall not guarantee on behalf of any person the
payment or repayment of any sum of money.
|
|
| Exception
|
(2) Subsection (1) does not apply if
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|
(a) the person on whose behalf the
insurance holding company has undertaken
to guarantee the payment or repayment is a
subsidiary of the insurance holding
company; and
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|
(b) the subsidiary has an unqualified
obligation to reimburse the insurance
holding company for the full amount of the
payment or repayment to be guaranteed.
|
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| Regulations
|
(3) The Governor in Council may make
regulations imposing terms and conditions in
respect of guarantees permitted by this
section.
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