Bill C-82

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	(b) notice of the time and place of the meeting of policyholders of the company and, where a company follows the practice under subsection (1.5), information on the means by which any policyholder can receive the notice required under subsection (1), 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 company is situated and in each region of Canada in which more than one per cent of the total number of policyholders entitled to vote at the meeting reside.
	188. Subsection 144(2) of the Act is replaced by the following:
Notice after longer adjournment	(2) If a meeting of shareholders or policyholders 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 164.03(1) does not apply.
	189. Subsection 145(1) of the Act is replaced by the following:
Special business	145. (1) All matters dealt with at a special meeting of shareholders or policyholders or at an annual meeting of shareholders and policyholders are deemed to be special business, except that special business does not include consideration of
	(a) the financial statements;
	(b) the auditor's report;
	(c) the actuary's report;
	(d) the election of directors;
	(e) the remuneration of directors and reappointment of the incumbent auditor; or
	(f) the description of the roles of the actuary and the auditor in the preparation and audit of the financial statements.
	190. Section 146 of the Act is repealed.
	191. Paragraph 147(4)(b) of the Act is replaced by the following:
	(b) at least two hundred and fifty policyholders who are entitled to vote at the meeting to which the proposal is to be presented, or one per cent of the total number of those policyholders, whichever is lesser, in the case of nominations for the directors to be elected by policyholders.
	192. (1) Subsection 149(1) of the Act is replaced by the following:
Shareholder and policyholder lists	149. (1) For each meeting of shareholders or policyholders of a company, the company shall prepare
	(a) a list, which may be in electronic form, of its shareholders entitled to receive notice of a meeting under paragraph 143(1)(a), arranged in alphabetical order and showing the number of shares held by each shareholder; and
	(b) a list, which may be in electronic form, of its policyholders entitled to vote at the meeting.
Time to prepare shareholder list	(1.1) If a record date is fixed under subsection 142(2), the list referred to in paragraph (1)(a) 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
	(a) at the close of business on the day before the day on which the notice of the meeting is given; or
	(b) if no notice is given, on the day on which the meeting is held.
Time to prepare policyholder list	(1.2) If a record date is fixed under subsection 142(2.1), the list referred to in paragraph (1)(b) shall be prepared not later than the day on which the meeting is held. If no record date is fixed under that subsection, the list shall be prepared
	(a) at the close of business on the day before the day on which the notice of the meeting is given; or
	(b) if no notice is given, on the day on which the meeting is held.
	(2) The portion of subsection 149(2) of the Act before paragraph (a) is replaced by the following:
Effect of shareholder list	(2) Except as otherwise provided in this Act, at a meeting to which a list prepared under paragraph (1)(a) relates, a person named in the list is entitled to vote the shares shown on the list opposite the person's name unless
	(3) Subsection 149(3) of the Act is replaced by the following:
Effect of policyholder list	(3) A person named in a list prepared under paragraph (1)(b) is entitled to vote at the meeting to which the list relates unless the person has, after the record date fixed under subsection 142(2.1) or, if no record date is fixed under that subsection, after the date on which the list was prepared, transferred the policy entitling the holder to vote, in which case the transferee is entitled to vote at the meeting.
	193. Section 153 of the Act is replaced by the following:
One vote for each participating policyholder	153. (1) Subject to subsection 149(3), the holder of one or more participating policies issued by a company is entitled to attend a meeting of policyholders or shareholders and policyholders of the company and is entitled to one vote at that meeting.
Exception	(2) Notwithstanding subsection (1) but subject to subsection 149(3), the holder of a participating policy that was issued by a former-Act company before June 1, 1992 is entitled to more than one vote, or to a fraction of a vote, at a meeting of policyholders or shareholders and policyholders of the company in accordance with the terms of the policy or the provisions of the incorporating instrument or the by-laws of the company that had not been repealed and had not otherwise ceased to have effect before that date.
	194. (1) Subsections 154(1) and (2) of the Act are replaced by the following:
Other policyholders entitled to vote	154. (1) Subject to subsection 149(3), the holder of one or more policies, other than participating policies, issued by a company is entitled to attend a meeting of policyholders or shareholders and policyholders of the company, and is entitled to one vote at that meeting, where
	(a) the terms of one or more of those policies entitle the policyholder to vote at the meeting; or
	(b) the by-laws of the company entitle the policyholder to vote at the meeting.
Exception	(2) Notwithstanding subsection (1) but subject to subsection 149(3), the holder of a policy, other than a participating policy, that was issued by a former-Act company before June 1, 1992 is entitled to more than one vote, or to a fraction of a vote, at a meeting of policyholders or shareholders and policyholders of the company in accordance with the terms of the policy or the provisions of the incorporating instrument or the by-laws of the company that had not been repealed and had not otherwise ceased to have effect before that date.
	(2) The portion of subsection 154(3) of the Act before paragraph (a) is replaced by the following:
One policy- holder - one vote	(3) Subject to subsection 149(3), the holder of one or more participating policies issued by a company and one or more policies, other than participating policies, referred to in subsection (1)
	195. Paragraph 159(4)(c) of the Act is replaced by the following:
	(c) the business of the meeting as stated in the requisition includes matters described in paragraphs 147(5)(b) to (e), (h) and (i).
	196. Subsection 160(1) of the Act is replaced by the following:
Meeting called by court	160. (1) A court may order a meeting of shareholders or policyholders of a company to be called, held and conducted in such manner as the court directs where
	(a) it is impracticable to call the meeting in the manner in which it is otherwise to be called;
	(b) it is impracticable to conduct the meeting in the manner required by the by-laws and this Act; or
	(c) the court thinks fit to make the order for any other reason.
Who may apply for the order	(1.1) The court may make that order on the application of
	(a) the Superintendent;
	(b) a director; or
	(c) a shareholder or policyholder entitled to vote at the meeting.
	197. Section 164 of the Act and the heading before it are replaced by the following:
	DIVISION I.1
	PROXIES
Definitions	164. The definitions in this section apply in this Division.
``registrant'' « courtier agréé »	``registrant'' means a securities broker or dealer required to be registered to trade or deal in securities under the laws of any jurisdiction.
``solicit'' or ``solicita- tion'' « sollici- tation »	``solicit'' or ``solicitation'' includes
	(a) a request for a proxy, whether or not accompanied by or included in a form of proxy,
	(b) a request to execute or not to execute a form of proxy or to revoke a proxy,
	(c) the sending of a form of proxy or other communication to a shareholder or policyholder under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy, and
	(d) the sending of a form of proxy to a shareholder or a policyholder under section 164.03,
	but does not include
	(e) the sending of a form of proxy in response to an unsolicited request made by or on behalf of a shareholder or policyholder,
	(f) the performance of administrative acts or professional services on behalf of a person soliciting a proxy,
	(g) the sending by a registrant of the documents referred to in section 164.06, or
	(h) a solicitation by a person in respect of shares of which that person is the beneficial owner.
``solicita- tion by or on behalf of the management of a company'' « sollici- tation effectuée par la direction d'une société ou pour son compte »	``solicitation by or on behalf of the management of a company'' means a solicitation by any person pursuant to a resolution or instruction of, or with the acquiescence of, the directors or a committee of the directors of the company.
Appointing proxyholder	164.01 (1) A shareholder or policyholder who is entitled to vote at a meeting of shareholders or policyholders may, by executing a form of proxy, appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders or policyholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy.
Execution of proxy	(2) A form of proxy shall be executed by a shareholder or policyholder or by a shareholder's or policyholder's attorney authorized in writing to do so.
Limit on authority	(3) No appointment of a proxyholder provides authority for the proxyholder to act in respect of the appointment of an auditor or the election of a director unless a nominee proposed in good faith for the appointment or election is named in the form of proxy, a management proxy circular, a dissident's proxy circular or a proposal under subsection 147(1).
Required information	(4) A form of proxy must indicate, in bold-face type, that the shareholder or policyholder by whom or on whose behalf it is executed may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on the shareholder's or policyholder's behalf at a meeting to which the proxy relates, and must contain instructions as to the manner in which the shareholder or policyholder may do so.
Validity of proxy	(5) A proxy is valid only at the meeting in respect of which it is given or at a continuation of the meeting after an adjournment.
Revocation of proxy	(6) A shareholder or policyholder may revoke a proxy
	(a) by depositing an instrument in writing executed by the shareholder or policyholder or by the shareholder's or policyholder's attorney authorized in writing to do so
	(i) at the head office of the company at any time up to and including the last business day before the day of a meeting, or a continuation of a meeting after an adjournment, at which the proxy is to be used, or
	(ii) with the chairperson of the meeting on the day of the meeting or a continuation of the meeting after an adjournment; or
	(b) in any other manner permitted by law.
Deposit of proxies	164.02 (1) The directors may specify, in a notice calling a meeting of shareholders or policyholders or a continuation of a meeting of shareholders or policyholders after an adjournment, a time before which executed forms of proxy to be used at the meeting or the continued meeting must be deposited with the company or its transfer agent.
Time for deposit of proxies	(2) The time specified for the deposit of forms of proxy may not precede the meeting or the continued meeting by more than
	(a) forty-eight hours, excluding Saturdays and holidays, in the case of forms of proxy executed by shareholders; and
	(b) ten days, in the case of forms of proxy executed by policyholders.
Mandatory solicitation	164.03 (1) Subject to subsection 144(2) and subsection (2), the management of a company shall, at the same time as they send notice of a meeting of shareholders and policyholders, send a form of proxy in prescribed form to each shareholder entitled to receive notice of the meeting and to each policyholder entitled to receive notice of the meeting under section 143.
Exception	(2) If a company has fewer than fifteen shareholders, the management of the company is not required to send a form of proxy to the shareholders under subsection (1). For the purpose of this subsection, two or more joint shareholders are counted as one shareholder.
Optional solicitation	(3) The management of a company may send forms of proxy referred to in subsection (1) to policyholders who are entitled to vote at the meeting but not entitled to receive notice of the meeting under section 143, if the management
	(a) sends forms of proxy referred to in that subsection to all policyholders who are entitled to vote at the meeting but not entitled to receive notice of the meeting under that section; and
	(b) at the same time sends to each of the policyholders referred to in paragraph (a) a notice of the meeting as if those policyholders were persons entitled under that subsection to notice of the meeting.
Deeming rule for other provisions	(4) For the purposes of this Act other than this section, if notices of a meeting are sent to policyholders under paragraph (3)(b), those policyholders are deemed to have been entitled under paragraph 143(1)(b) to receive notice of the meeting.
Soliciting proxies	164.04 (1) A person shall not solicit proxies unless
	(a) in the case of solicitation by or on behalf of the management of a company, a management proxy circular in prescribed form, either as an appendix to or as a separate document accompanying the notice of the meeting, is sent to the auditor of the company and to each shareholder or policyholder whose proxy is solicited; and
	(b) in the case of any other solicitation, a dissident's proxy circular in prescribed form stating the purposes of the solicitation is sent to the auditor of the company, to each shareholder or policyholder whose proxy is solicited and to the company.

Bill C-82

DIVISION I.1

PROXIES