Bill C-82

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	SUMMARY
	This enactment amends a number of Acts governing financial institutions and the agencies which regulate them. Notable among the amendments are the following:
	(a) similar amendments to the Bank Act, the Cooperative Credit Associations Act, the Insurance Companies Act and the Trust and Loan Companies Act dealing with
	(i) the self-dealing regime,
	(ii) in-house information services,
	(iii) corporate governance, and
	(iv) technical amendments;
	(b) similar amendments to the Bank Act, the Insurance Companies Act and the Trust and Loan Companies Act dealing with protection of customer information, cost of credit disclosure and specialized financing activities;
	(c) amendments to the Canada Deposit Insurance Corporation Act, the Bank Act and the Canadian Payments Association Act to streamline the operations of foreign banks in Canada and allow banks that do not take retail deposits to opt out of Canada Deposit Insurance Corporation coverage;
	(d) amendments to the Insurance Companies Act respecting the issue of participating shares and the regime governing demutualization of mutual insurance companies; and
	(e) technical amendments to the Bank of Canada Act, the Canada Deposit Insurance Corporation Act and the Office of the Superintendent of Financial Institutions Act, and consequential amendments to the Winding-up and Restructuring Act and the Green Shield Canada Act.
	EXPLANATORY NOTES
	Bank Act
	Clause 1: The relevant portion of subsection 11(1) reads as follows:
	11. (1) Subject to subsection (2), for the purposes of this Act, a security of a body corporate
	Clause 2: Section 21 reads as follows:
	21. (1) Unless the rights of a bank are terminated pursuant to this Act, the right of a bank to carry on its business is limited in the following manner, namely,
	(a) if Parliament sits on at least twenty days during the month of March in the year that is five years after the year in which this section comes into force, a bank shall not carry on its business after March 31 of that year; and
	(b) if Parliament does not sit on at least twenty days during the month of March in the year that is five years after the year in which this section comes into force, a bank shall not carry on its business after the sixtieth sitting day of Parliament next following March 31 of that year.
	(2) For the purposes of this section, Parliament is deemed to sit on each day that either House of Parliament sits.
	Clause 3: (1) The relevant portion of subsection 39(1) reads as follows:
	39. (1) Notwithstanding anything in this Act or the regulations, the Governor in Council may, on the recommendation of the Minister, by order, grant to a bank in respect of which letters patent were issued pursuant to subsection 35(1) permission to

	(2) The relevant portion of subsection 39(2) reads as follows:
	(2) The permission granted under subsection (1) shall be expressed to be granted for a period specified in the order not exceeding
	(3) Subsections 39(3) and (4) read as follows:
	(3) Subject to subsection (4), the Governor in Council may, by order, renew a permission granted by order under subsection (1) with respect to any matter described in paragraphs (1)(b) to (e) for such further period or periods as the Governor in Council deems necessary.
	(4) The Governor in Council shall not grant to a bank any permission
	(a) with respect to matters described in paragraph (1)(b), that purports to be effective more than ten years after the date of the approval for the bank to commence and carry on business, unless the Governor in Council is satisfied on the basis of evidence on oath provided by an officer of the bank that the bank will not be able at law to redeem at the end of the ten years the outstanding debt obligations to which the permission relates; and
	(b) with respect to matters described in paragraphs (1)(d) and (e), that purports to be effective more than ten years after the date of the approval for the bank to commence and carry on business.
	Clause 4: Section 39.2 is new. Section 39.1 reads as follows:
	39.1 Where subsection 376.1(1) or (2) or section 402.1 applies in respect of a bank, on the day specified in the certificate of continuance issued under the Trust and Loan Companies Act, this Act shall cease to apply to the bank and that Act shall apply to the company so continued under that Act.
	Clause 5: The relevant portion of section 40 reads as follows:
	40. A bank may not be incorporated under this Act with a name
	. . .
	(c) that is the same as or, in the opinion of the Superintendent, confusingly similar to any existing
	. . .
	(d) that is the same as or, in the opinion of the Superintendent, confusingly similar to the known name under or by which any entity carries on business or is identified; or
	Clause 6: (1) The relevant portion of subsection 55(1) reads as follows:
	55. (1) On the recommendation of the Minister, the Governor in Council may, at the same time that an order is made approving the commencement and carrying on of business by a foreign bank subsidiary, by further order, grant the foreign bank subsidiary permission to
	(2) Subsection 55(2) reads as follows:
	(2) Permission granted by order of the Governor in Council pursuant to subsection (1) may only be granted for a period not exceeding two years that is specified in the order but the Governor in Council may, on application of the bank to which the permission was granted, by further order, extend that period, which period and any extensions thereof from time to time granted to the bank may not, in any case, exceed ten years in the aggregate.
	Clause 7: New.
	Clause 8: Subsection 140(2) reads as follows:
	(2) If a meeting of shareholders is adjourned by one or more adjournments for an aggregate of thirty days or more, notice of the adjourned meeting shall be given as for an original meeting but, unless the meeting is adjourned by one or more adjournments for an aggregate of more than ninety days, subsection 260(1) does not apply.
	Clause 9: Subsection 143(2) reads as follows:
	(2) A bank that solicits proxies shall, in the management proxy circular required by subsection 261(1), set out any proposal of a shareholder submitted for consideration at a meeting of shareholders or attach the proposal to the management proxy circular.
	Clause 10: New. Sections 257 to 264 relate to proxies. Those sections and the heading before section 257 are repealed by clause 30 and are reenacted by clause 10 with a number of amendments. Sections 257 to 264 and the heading before section 257 read as follows:
	Proxies
	257. In this section and sections 258 to 264,
	``registrant'' means a securities broker or dealer required to be regis tered to trade or deal in securities under the laws of any jurisdiction;
	``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 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 under section 260,
	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,
	(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 263, or
	(h) a solicitation by a person in respect of shares of which that person is the beneficial owner;
	``solicitation by or on behalf of the management of a bank'' means a so licitation by any person pursuant to a resolution or instructions of, or with the acquiescence of, the directors or a committee of the direc tors of the bank.
	258. (1) A shareholder entitled to vote at a meeting of shareholders may, by executing a form of proxy, appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders, 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.
	(2) A form of proxy shall be executed by a shareholder or by a shareholder's attorney authorized in writing to do so.
	(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 143(1).
	(4) A form of proxy must indicate, in bold face type, that the shareholder 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 behalf at the meeting to which the proxy relates, and must contain instructions as to the manner in which the shareholder may do so.
	(5) A proxy is valid only at the meeting in respect of which it is given or any adjournment thereof.
	(6) A shareholder may revoke a proxy
	(a) by depositing an instrument in writing executed by the shareholder or by the shareholder's attorney authorized in writing to do so
	(i) at the head office of the bank at any time up to and including the last business day preceding the day of the meeting, or an adjournment thereof, at which the proxy is to be used, or
	(ii) with the chairman of the meeting on the day of the meeting or an adjournment thereof; or
	(b) in any other manner permitted by law.
	259. The directors may specify in a notice calling a meeting of shareholders a time not exceeding forty-eight hours, excluding Saturdays and holidays, preceding the meeting or an adjournment thereof before which time executed forms of proxy to be used at the meeting must be deposited with the bank or its transfer agent.
	260. (1) Subject to subsection 140(2) and subsection (2), the management of a bank shall, concurrently with giving notice of a meeting of shareholders, send a form of proxy in prescribed form to each shareholder entitled to receive notice of the meeting.
	(2) Where a bank has fewer than fifteen shareholders, two or more joint holders being counted as one shareholder, the management of the bank is not required to send a form of proxy under subsection (1).
	261. (1) A person shall not solicit proxies unless
	(a) in the case of solicitation by or on behalf of the management of a bank, a management proxy circular in prescribed form, either as an appendix to or as a separate document accompanying the notice of the meeting, or
	(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 or auditors of the bank, to each shareholder whose proxy is solicited and, if paragraph (b) applies, to the bank.
	(2) A person who sends a management proxy circular or dissident's proxy circular shall concurrently file with the Superintendent
	(a) in the case of a management proxy circular, a copy thereof together with a copy of the notice of meeting, form of proxy and any other documents for use in connection with the meeting; and
	(b) in the case of a dissident's proxy circular, a copy thereof together with a copy of the form of proxy and any other documents for use in connection with the meeting.
	(3) On the application of an interested person, the Superintendent may, on such terms as the Superintendent thinks fit, exempt the interested person from any of the requirements of subsection (1) and section 260, and the exemption may be given retroactive effect.
	(4) The Superintendent shall set out in a periodical available to the public the particulars of exemptions granted under subsection (3) together with the reasons therefor.
	262. (1) A person who solicits a proxy and is appointed proxyholder shall attend in person or cause an alternate proxyholder to attend the meeting in respect of which the proxy is valid, and the proxyholder or alternate proxyholder shall comply with the directions of the shareholder who executed the form of proxy.
	(2) A proxyholder or an alternate proxyholder has the same rights as the appointing shareholder to speak at a meeting of shareholders in respect of any matter, to vote by way of ballot at the meeting and, except where a proxyholder or an alternate proxyholder has conflicting instructions from more than one shareholder, to vote at such a meeting in respect of any matter by way of a show of hands.
	(3) Notwithstanding subsections (1) and (2), where the chairman of a meeting of shareholders declares to the meeting that, if a ballot is conducted, the total number of votes attached to shares represented at the meeting by proxy required to be voted against what, to the knowledge of the chairman, will be the decision of the meeting in relation to any matter or group of matters is less than 5 per cent of all the votes that might be cast at the meeting on the ballot, then, unless a shareholder or proxyholder demands a ballot,
	(a) the chairman may conduct the vote in respect of that matter or group of matters by way of a show of hands; and
	(b) a proxyholder or alternate proxyholder may vote in respect of that matter or group of matters by way of a show of hands.
	263. (1) Shares of a bank that are registered in the name of a registrant or registrant's nominee and that are not beneficially owned by the registrant shall not be voted unless the registrant forthwith after receipt thereof sends to the beneficial owner
	(a) a copy of the notice of the meeting, annual statement, management proxy circular, dissident's proxy circular and any other documents, other than the form of proxy, that were sent to shareholders by or on behalf of any person for use in connection with the meeting; and
	(b) a written request for voting instructions, except when the registrant has already received written voting instructions from the beneficial owner.
	(2) A registrant shall not vote or appoint a proxyholder to vote shares of a bank registered in the registrant's name or in the name of the registrant's nominee that the registrant does not beneficially own unless the registrant receives voting instructions from the beneficial owner.
	(3) A person by or on behalf of whom a solicitation is made shall, at the request of a registrant, forthwith provide the registrant, at that person's expense, with the necessary number of copies of the documents referred to in paragraph (1)(a).
	(4) A registrant shall vote or appoint a proxyholder to vote any shares referred to in subsection (1) in accordance with any written voting instructions received from the beneficial owner.
	(5) If requested by a beneficial owner, a registrant shall appoint the beneficial owner or a nominee of the beneficial owner as proxyholder.
	(6) The failure of a registrant to comply with any of subsections (1) to (5) does not render void any meeting of shareholders or any action taken at the meeting.
	(7) Nothing in this Part gives a registrant the right to vote shares that the registrant is otherwise prohibited from voting.
	264. (1) If a form of proxy, management proxy circular or dissident's proxy circular contains an untrue statement of a material fact or omits to state a material fact required therein or necessary to make a statement contained therein not misleading in the light of the circumstances in which it was made, an interested person or the Superintendent may apply to a court and the court may make any order it thinks fit including, without limiting the generality of the foregoing,
	(a) an order restraining the solicitation or the holding of the meeting, or restraining any person from implementing or acting on any resolution passed at the meeting, to which the form of proxy, management proxy circular or dissident's proxy circular relates;
	(b) an order requiring correction of any form of proxy or proxy circular and a further solicitation; and
	(c) an order adjourning the meeting.
	(2) Where a person other than the Superintendent is an applicant under subsection (1), the applicant shall give to the Superintendent notice of the application and the Superintendent is entitled to appear and to be heard in person or by counsel.
	Clause 11: Subsection 157(3) reads as follows:
	(3) Paragraphs (2)(a) and (b) do not apply to the directors of a bank where all the voting shares of the bank, other than directors' qualifying shares, if any, are beneficially owned by a Canadian financial institution incorporated by or under an Act of Parliament, if the audit committee or the conduct review committee of the Canadian financial institution performs for and on behalf of the bank all the functions that would otherwise be required to be performed by the audit committee or conduct review committee of the bank under this Act.
	Clause 12: The relevant portion of section 160 reads as follows:
	160. The following persons are disqualified from being directors of a bank:
	. . .
	(e) a person who holds shares of the bank where, by section 388 or 400, the person is prohibited from exercising the voting rights attached thereto;
	(f) a person who is an officer, director or full time employee of an entity that holds shares of the bank where, by section 388 or 400, the entity is prohibited from exercising the voting rights attached thereto;
	Clause 13: Subsection 163(2) reads as follows:
	(2) Subsection (1) does not apply where all the voting shares of a bank, other than directors' qualifying shares, if any, are beneficially owned by a Canadian financial institution incorporated by or under an Act of Parliament.
	Clause 14: The relevant portion of subsection 168(3) reads as follows:
	(3) Subsection (2) does not apply
	(a) where any shareholder of a bank beneficially owns all the voting shares of the bank that are for the time being outstanding, other than directors' qualifying shares, if any; or
	Clause 15: Section 170 reads as follows:
	170. (1) If, immediately after any purported election or appointment of directors, the composition of the board of directors would fail to comply with subsection 159(2) or section 164, the purported election or appointment of all persons purported to be elected or appointed at that time is void.
	(2) If, after any purported election or appointment of directors, the composition of the board of directors would fail to comply with subsection 163(1), then, unless the directors within 45 days after the discovery of the non-compliance develop a plan, approved by the Superintendent, to rectify the non-compliance, the purported election or appointment of all persons purported to be elected or appointed at that time is void.
	(3) Subsections (1) and (2) do not apply in respect of any bank that was in existence immediately prior to the day this section comes into force until the day of the third annual meeting of shareholders after the day this section comes into force.
	(4) Where, at the close of a meeting of shareholders of a bank, the shareholders have failed to elect the number or minimum number of directors required by this Act or the by-laws of a bank, the purported election of directors at the meeting
	(a) is valid if the directors purported to be elected and those incumbent directors, if any, whose terms did not expire at the close of the meeting, together constitute a quorum; or
	(b) is void if the directors purported to be elected and those incumbent directors, if any, whose terms did not expire at the close of the meeting, together do not constitute a quorum.
	Clause 16: Subsections 171(1) to (3) read as follows:
	171. (1) Where, at the close of any meeting of shareholders of a bank, subsection 170(1) or (4) applies, then notwithstanding subsections 166(2) and (3) and paragraphs 168(1)(f) and 172(1)(a), the board of directors shall, until such time as their successors are elected or appointed, consist solely of
	(a) where paragraph 170(4)(a) applies, the directors referred to in that paragraph; or
	(b) where subsection 170(1) or paragraph 170(4)(b) applies, those persons who were the incumbent directors immediately before the meeting.
	(2) Where, at the expiration of the 45 day period referred to in subsection 170(2), a plan to rectify the non-compliance with subsection 163(1) has not been approved by the Superintendent, then, notwithstanding subsections 166(2) and (3) and paragraphs 168(1)(f) and 172(1)(a), the board of directors shall, until such time as their successors are elected or appointed, consist solely of those persons who were the incumbent directors immediately before the meeting.
	(3) Where subsection (1) or (2) applies, the board of directors referred to in that subsection shall forthwith call a special meeting of shareholders to fill the vacancies where paragraph 170(4)(a) applies or elect a new board of directors where subsection 170(1) or (2) or paragraph 170(4)(b) applies.
	Clause 17: Subsection 175(1) reads as follows:
	175. (1) A bank shall forthwith on receipt of a director's statement referred to in subsection 174(1) relating to a matter referred to in paragraph 174(1)(b) or (c), or a director's statement referred to in subsection 174(2), send a copy thereof to each shareholder entitled to receive a notice of meetings and to the Superintendent, unless the statement is included in or attached to a management proxy circular required by subsection 261(1).
	Clause 18: New.
	Clause 19: Section 180 reads as follows:
	180. Unless the by-laws otherwise provide, the directors may meet at any place, and on such notice as the by-laws require.
	Clause 20: New.
	Clause 21: Subsection 186(2) reads as follows:
	(2) A bank shall attach to the notice of each annual meeting it sends to its shareholders a statement showing, in respect of the period of twelve months immediately preceding the date of the notice, the total number of directors' meetings and directors' committee meetings held during that period and the number of such meetings attended by each director.
	Clause 22: Paragraph 194(3)(c.1) is new. The relevant portion of subsection 194(3) reads as follows:
	(3) The audit committee of a bank shall
	. . .
	(c) ensure that appropriate internal control procedures are in place;
	Clause 23: (1) The relevant portion of subsection 195(3) reads as follows:
	(3) The conduct review committee of a bank shall
	(a) establish procedures for the review of transactions with related parties of the bank to which Part XI applies;
	(b) review all proposed transactions with related parties of the bank in accordance with Part XI; and
	(2) Subsections 195(4) to (7) read as follows:
	(4) A bank shall report to the Superintendent on the mandate and responsibilities of the conduct review committee and the procedures established by the committee under paragraph (3)(a).
	(5) After each meeting of the conduct review committee of a bank, the committee shall report to the directors of the bank on all transactions and other matters reviewed by the committee.
	(6) Within ninety days after the end of each financial year, the directors of a bank shall report to the Superintendent on the proceedings of the conduct review committee and on all transactions and other matters reviewed by the committee during the year.
	(7) Subsection (2), in so far as it relates to the affiliation of directors with the bank, does not apply in respect of a bank that was in existence immediately prior to the day that subsection comes into force until the day that is three years after the day that subsection comes into force.
	Clause 24: Subsection 196(2) reads as follows:
	(2) Subsection (1) does not apply in respect of a bank that was in existence immediately prior to the day that subsection comes into force whose shareholders are confined to entities incorporated or formed by or under an Act of Parliament or of the legislature of a province that are, in the opinion of the directors, operating as credit unions or cooperative associations.
	Clause 25: The relevant portion of section 198 reads as follows:
	198. The directors of a bank may not delegate any of the following powers, namely, the power to
	. . .
	(f) authorize the payment of a commission on a securities issue;
	Clause 26: (1) The relevant portion of subsection 203(1) reads as follows:
	203. (1) A director referred to in subsection 202(1) shall not be present or vote on any resolution to approve the contract unless the contract is
	(2) New.
	Clause 27: The relevant portion of subsection 230(1) reads as follows:
	230. (1) On the day provided for in the letters patent issued under section 229
	. . .
	(h) for the purposes of sections 373 and 376.1, where one or more of the applicants was a bank, the amalgamated bank shall be deemed to have been incorporated on the earliest day that an amalgamating bank was incorporated; and
	Clause 28: (1) The relevant portion of subsection 231(1) reads as follows:
	231. (1) Notwithstanding anything in this Act or the regulations, the Governor in Council may, by order, on the recommendation of the Minister, grant to a bank in respect of which letters patent were issued pursuant to subsection 229(1) permission to

	(2) Subsection 231(3) reads as follows:
	(3) Subject to subsection (4), the Governor in Council may, by order, renew a permission granted by order under subsection (1) with respect to any matter described in any of paragraphs (1)(b) to (e) for such further period or periods as the Governor in Council deems necessary.
	(3) The relevant portion of subsection 231(4) reads as follows:
	(4) The Governor in Council shall not grant to a bank any permission
	(a) with respect to matters described in paragraph (1)(b) that purports to be effective more than ten years after the date of the approval for the bank to commence and carry on business unless the Governor in Council is satisfied on the basis of evidence on oath provided by an officer of the bank that the bank will not be able at law to redeem at the end of the ten years the outstanding debt obligations to which the permission relates; and
	Clause 29: The relevant portion of subsection 238(1) reads as follows:
	238. (1) A bank shall prepare and maintain records containing
	. . .
	(e) particulars of exceptions granted by the Governor in Council pursuant to section 39, 55 or 231 that are from time to time applicable to the bank; and
	Clause 30: The heading before section 257 and sections 257 to 264 are reproduced in the explanatory note to clause 10.
	Clause 31: Subsections 266(1) and (2) read as follows:
	266. (1) A person who, on the day before the coming into force of this section, would have been or would have been deemed to be an insider of a distributing bank if this section had been in force on that day, shall, not later than sixty days after the coming into force of regulations prescribing the form of an insider report, send to the Superintendent an insider report in prescribed form.
	(2) A person who becomes an insider on or after the coming into force of this section shall, not later than ten days after
	(a) the end of the month in which the person becomes an insider, or
	(b) the end of the month in which regulations prescribing the form of an insider report come into force,
	whichever is later, send to the Superintendent an insider report in prescribed form.
	Clause 32: New.
	Clause 33: Subsection 308(4) reads as follows:
	(4) The financial statements referred to in subsection (1), paragraph (3)(b) and subsection 310(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.
	Clause 34: New.
	Clause 35: Section 312 reads as follows:
	312. (1) A bank shall, not later than twenty-one days before each annual meeting of shareholders of the bank, send to the Superintendent a copy of the documents referred to in subsections 308(1) and (3).
	(2) Subject to section 311, where a bank fails to send a copy of the annual statement of the bank to each shareholder at least twenty-one days before the date of the annual meeting at which the statement is to be considered, the meeting shall be adjourned until such time as that requirement has been complied with.
	Clause 36: New.
	Clause 37: Subsection 373(1) reads as follows:
	373. (1) Subject to section 377, a person may have a significant interest in any class of shares of a bank named in Schedule II at any time prior to the day that is ten years after the day the bank came into existence.
	Clause 38: New.
	Clause 39: (1) Subsection 376.1(1) reads as follows:
	376.1 (1) Where, on the day that is ten years after the day a bank named in Schedule II came into existence, a person holds a significant interest in any class of shares of the bank, except as permitted by section 374 or 375, the bank may apply to be continued as a company under section 31 of the Trust and Loan Companies Act.
	(2) New.
	Clause 40: (1) to (3) Paragraphs 379(4)(c) and (d) are new. Subsection 379(4) reads as follows:
	(4) Subsection (1) does not apply if the purchase or other acquisition of shares or the acquisition of control referred to in that subsection would
	(a) result in the acquisition of control of the bank by the person; or
	(b) where the person controls the bank but the voting rights attached to the aggregate of any voting shares of the bank beneficially owned by the person and by entities controlled by the person do not exceed 50 per cent of the voting rights attached to all of the outstanding voting shares of the bank, cause the voting rights attached to that aggregate to exceed 50 per cent of the voting rights attached to all of the outstanding voting shares of the bank.
	(4) New.
	Clause 41: Section 388 reads as follows:
	388. (1) Where, with respect to any bank named in Schedule II, a person contravenes subsection 377(1) or fails to comply with an undertaking referred to in subsection 386(2), no person, and no entity controlled by that person, shall, in person or by proxy, exercise any voting rights attached to shares of the bank beneficially owned by the person or any entity controlled by the person.
	(2) Subsection (1) shall cease to apply in respect of a person
	(a) where the person contravened subsection 377(1), when the shares to which the contravention relates have been disposed of; or
	(b) where the person failed to comply with an undertaking referred to in subsection 386(2), when the bank complies with section 381.
	Clause 42: (1) and (2) Paragraphs 410(1)(c.1) and (c.2) are new. The relevant portion of subsection 410(1) reads as follows:
	410. (1) In addition to the powers that a bank may exercise pursuant to section 409, a bank may
	(a) hold and otherwise deal with real property;
	(3) Subsection 410(3) reads as follows:
	(3) The Governor in Council may make regulations
	(a) respecting what a bank may or may not do with respect to the carrying on of the activities referred to in paragraphs (1)(b) and (c); and
	(b) imposing terms and conditions in respect of the provision of financial planning services pursuant to paragraph 409(2)(a) and the services referred to in paragraphs (1)(b) and (c) and 409(2)(c).
	Clause 43: Section 413.1 is new. Section 413 reads as follows:
	413. A bank shall not accept deposits in Canada unless it is a member institution within the meaning of the Canada Deposit Insurance Corporation Act.
	Clause 44: Subsection 414(2) reads as follows:
	(2) Subsection (1) does not apply in respect of any indemnity referred to in section 212.
	Clause 45: Subsection 416(5) reads as follows:
	(5) No bank shall exercise pressure on a borrower to place insurance for the security of the bank with any particular insurance company, but a bank may require that an insurance company chosen by a borrower meet with its approval, which shall not be unreasonably withheld.
	Clause 46: Paragraph 418(2)(d) is new. The relevant portion of subsection 418(2) reads as follows:
	(2) Subsection (1) does not apply in respect of
	Clause 47: The relevant portion of subsection 427(7) reads as follows:
	(7) Notwithstanding subsection (2) and notwithstanding that a notice of intention by a person giving security on property under this section has been registered pursuant to this section, where, under the Bankruptcy and Insolvency Act, a receiving order is made against, or an assignment is made by, that person,
	. . .
	(b) claims of a grower or producer of products of agriculture for money owing by a manufacturer to the grower or producer for such products that were grown or produced by the grower or producer on land owned or leased by the grower or producer and that were delivered to the manufacturer during the period of six months immediately preceding the making of the order or assignment to the extent of the lesser of
	. . .
	(ii) the amount determined by multiplying by one thousand one hundred dollars the most recent annual average Index Number of Farm Prices of Agricultural Products for Canada published by Statistics Canada at the time the receiving order or claim is made,
	Clause 48: Section 445 reads as follows:
	445. (1) Subject to subsection (2), a bank shall not open a deposit account in the name of a customer unless, at the time the account is opened, the bank provides the individual who requests the opening of the account with
	(a) a copy of the account agreement signed by that individual;
	(b) information in writing respecting all charges applicable to that account;
	(c) information in writing respecting how the customer will be notified of any increase to the charges referred to in paragraph (b) and any new charges applicable to the account;
	(d) information in writing respecting the bank's procedures relating to complaints about the application of any charge applicable to the account; and
	(e) such other information in writing as is prescribed.
	(2) Where a deposit account is not a personal deposit account and the amount of a charge applicable to the account cannot be established at the time the account is opened, the bank shall, as soon as is practicable after the amount is established, provide the customer in whose name the account is kept with a notice in writing of the amount of the charge.
	Clause 49: Section 449.1 is new. Sections 449 and 450 read as follows:
	449. For the purposes of this section and sections 450 to 456, ``cost of borrowing'' means, in respect of a loan made by a bank,
	(a) the interest or discount applicable to the loan; and
	(b) such charges in connection therewith as are payable by the borrower to the bank or to any person from whom the bank receives any charges directly or indirectly and as are prescribed to be included in the cost of borrowing.
	450. (1) A bank shall not make a loan to a natural person that is repayable in Canada unless the cost of borrowing, as calculated and expressed in accordance with section 451, has, in the prescribed manner, been disclosed by the bank or otherwise as prescribed to the borrower at or before the time when the loan is made.




	Clause 50: (1) and (2) Paragraphs 452(1(c) to (e) are new. The relevant portion of subsection 452(1) reads as follows:
	452. (1) Where a bank makes a loan in respect of which the disclosure requirements of section 450 are applicable and the loan is required to be repaid either on a fixed future date or by instalments, the bank shall disclose to the borrower, in accordance with the regulations,
	(a) whether the borrower has the right to repay the amount borrowed before the maturity of the loan and, if applicable,
	(i) particulars of the circumstances in which the borrower may exercise that right, and
	(3) Subsection 452(3) is new. Subsection 452(2) reads as follows:
	(2) In addition to disclosing the costs of borrowing and any charges or penalties described in paragraph (1)(b) in respect of any loan obtained through the use of a payment, credit or charge card, a bank that issues such a card in Canada to a natural person shall, in accordance with the regulations, disclose to the person particulars of the person's rights and obligations and any charges for which the person is responsible by reason of accepting or using the card.
	Clause 51: Section 452.1 is new. Sections 453 and 454 read as follows:
	453. No person shall authorize the publication, issue or appearance of any advertisement in Canada relating to loans offered to natural persons by a bank and purporting to indicate a rate of interest or other charges to be paid by the borrower, unless the advertisement discloses the cost of borrowing in accordance with the regulations.
	454. The Governor in Council may make regulations
	(a) respecting the manner in which and the time at which the cost of borrowing and any rebate of the cost of borrowing are to be disclosed by a bank to a borrower;
	(b) respecting the manner of calculating the cost of borrowing;
	(c) respecting the circumstances under which the cost of borrowing is to be expressed as an amount in dollars and cents;
	(d) specifying any class of loans that are not to be subject to subsection 450(1) or 452(1) or section 453 or the regulations or any specified provisions thereof;
	(e) respecting the manner in which and the time at which any rights, obligations, charges or penalties referred to in sections 450 to 453 are to be disclosed;
	(f) prohibiting the imposition of any charge or penalty referred to in sections 452 and 453 or providing that the charge or penalty, if imposed, will not exceed a prescribed amount;
	(g) respecting the method of calculating the amount of rebate of the cost of borrowing, or the portion thereof referred to in subparagraph 452(1)(a)(ii); and
	(h) respecting such other matters or things as are necessary to carry out the purposes of sections 450 to 453.
	Clause 52: The relevant portion of subsection 455(1) reads as follows:
	455. (1) A bank shall
	(a) establish procedures for dealing with complaints made by customers of the bank about the application of charges applicable to deposit accounts or payment, credit or charge cards with the bank or the disclosure of or manner of calculating the cost of borrowing in respect of a loan made by the bank;
	Clause 53: Subsection 456(1) reads as follows:
	456. (1) A bank shall, in the prescribed manner, provide customers of the bank who have complaints with respect to their deposit accounts or payment, credit or charge cards or the disclosure of or manner of calculating the cost of borrowing in respect of a loan with prescribed information on how they may contact the Office of the Superintendent of Financial Institutions.
	Clause 54: The relevant portion of subsection 458(3) reads as follows:
	(3) Subsection (1) does not apply in respect of a loan
	. . .
	(b) the principal amount of which is in excess of one hundred thousand dollars or such other amount as may be prescribed.
	Clause 55: Section 459.1 is new. Section 459 reads as follows:
	459. The Governor in Council may make regulations governing the use by a bank of any information supplied to the bank by its customers.
	Clause 56: (1) The relevant portion of the definition ``information services corporation'' in subsection 464(1) reads as follows:
	``information services corporation'' means a body corporate that, ex cept as may be prescribed, is primarily engaged in
	. . .
	(b) providing advisory and other services in the design, development and implementation of information management systems, or
	(c) designing, developing and marketing computer software,
	(2) The relevant portion of the definition ``special purpose computer hardware'' in subsection 464(1) reads as follows:
	``special purpose computer hardware'' means computer equipment that is not generally available and that is integral to the provision of
	Clause 57: (1) Subsection 466(1) reads as follows:
	466. (1) Subject to subsections (2) and (3), no bank shall acquire or increase a substantial investment in any entity, other than an entity referred to in section 468 or 469.
	(2) The relevant portion of subsection 466(2) reads as follows:
	(2) A bank may acquire or increase a substantial investment in an entity that is not an entity referred to in section 468 or 469 by way of
	. . .
	(b) an acquisition of shares of or ownership interests in the entity by a financial institution or a specialized financing corporation that is controlled by the bank.
	(3) The relevant portion of subsection 466(3) reads as follows:
	(3) A bank may acquire or increase a substantial investment in an entity that is not an entity referred to in section 468 or 469 by way of
	(4) New.
	Clause 58: (1) The relevant portion of subsection 468(1) reads as follows:
	468. (1) Subject to subsections (3) and (6) and Part XI, a bank may acquire or increase a substantial investment in a body corporate if the body corporate is any of the following, namely,
	. . .
	(l) a financial holding corporation that does not have a substantial investment in any entity, other than a body corporate referred to in this subsection or a real property holding vehicle referred to in subsection (2);
	(2) New.
	(3) and (4) Paragraphs 468(3)(a.1) and (c) are new. The relevant portion of subsection 468(3) reads as follows:
	(3) A bank may not acquire or increase a substantial investment in a body corporate pursuant to subsection (1) unless
	(5) and (6) Subsections 468(8) to (10) are new. Subsections 468(4) to (7) read as follows:
	(4) Notwithstanding paragraph (3)(a), a bank need not control a foreign institution or other body corporate incorporated elsewhere than in Canada in which it has a substantial investment and which it would otherwise be required to control pursuant to that paragraph where the laws or customary business practices of the country under the laws of which the foreign institution or body corporate was incorporated do not permit the bank to control the foreign institution or body corporate.
	(5) For the purposes of subsections (3) and (4), ``control'' means ``control within the meaning of section 3, determined without regard to paragraph 3(1)(d)''.
	(6) Notwithstanding paragraph (3)(b), a bank named in Schedule II may only acquire or increase a substantial investment in an entity referred to in subsection (1) or (2) that is incorporated or formed elsewhere than in Canada if the bank obtains the prior written approval of the Minister.
	(7) Where a bank controls a body corporate referred to in paragraph (3)(a), the bank may only divest itself of shares of the body corporate in such number that the result would be that the bank would no longer control the body corporate but would have a substantial investment in the body corporate
	(a) if the bank is permitted to do so by regulations made pursuant to paragraph 474(b); and
	(b) with the prior written approval of the Minister on the advice of the Superintendent.
	Clause 59: (1) Subsection 472(1) reads as follows:
	472. (1) Notwithstanding anything in this Part, where a bank has made a loan to an entity and, pursuant to the terms of the agreement between the bank and the entity with respect to the loan and any other documents governing the terms of the loan, a default has occurred, the bank may acquire
	(a) where the entity is a body corporate, all or any of the shares of the body corporate,
	(b) where the entity is an unincorporated entity, all or any of the ownership interests in the entity,
	(c) all or any of the shares or all or any of the ownership interests in any entity that is an affiliate of the entity, or
	(d) all or any of the shares of a body corporate that is primarily engaged in holding shares of, ownership interests in or assets acquired from the entity or any of its affiliates,
	but the bank shall within two years after acquiring the shares or ownership interests do all things necessary to ensure that the bank does not have a substantial investment in any entity referred to in paragraphs (a) to (d).
	(2) Subsections 472(2) and (3) read as follows:
	(2) Notwithstanding subsection (1), where on September 27, 1990 a bank that was in existence immediately prior to the day this Part comes into force had an investment in an entity that is a substantial investment within the meaning of section 10 and the bank subsequently increases that substantial investment by way of an investment made pursuant to subsection (1), the bank shall, within two years after increasing the substantial investment, do all things necessary to ensure that its substantial investment in the entity is no greater than it was on September 27, 1990.
	(3) The Superintendent may, in the case of any particular bank, extend the period of two years referred to in subsections (1) and (2) for such further period or periods, and on such terms and conditions, as the Superintendent considers necessary.
	(3) New.
	Clause 60: Subsections 473(2) to (4) read as follows:
	(2) Subject to subsection 73(2), where, pursuant to the realization of a security interest held by a bank, the bank acquires a substantial investment in an entity, the bank shall, within two years after the day on which the substantial investment was acquired, do all things necessary to ensure that the bank no longer has a substantial investment in the entity.
	(3) Notwithstanding subsection (2), where on September 27, 1990 a bank that was in existence immediately prior to the day this Part comes into force had an investment in an entity that is a substantial investment within the meaning of section 10 and the bank subsequently increases that substantial investment by way of a realization of security pursuant to subsection (1), the bank shall, within two years after increasing the substantial investment, do all things necessary to ensure that its substantial investment in the entity is no greater than it was on September 27, 1990.
	(4) The Superintendent may, in the case of any particular bank, extend the period of two years referred to in subsections (2) and (3) for such further period or periods, and on such terms and conditions, as the Superintendent considers necessary.
	Clause 61: The relevant portion of section 474 reads as follows:
	474. The Governor in Council may make regulations
	(a) permitting the acquisition or increase of substantial investments for the purposes of subsection 468(3);
	(b) permitting a bank to divest itself of shares for the purposes of subsection 468(7); and
	Clause 62: (1) The relevant portion of subsection 475(1) reads as follows:
	475. (1) Subject to subsection (3), the value of all loans, investments and interests acquired by a bank and any of its prescribed subsidiaries as a result of a realization of a security interest or pursuant to section 472 shall not be included in calculating the value of loans, investments and interests of the bank and its prescribed subsidiaries under sections 476 to 479
	. . .
	(b) for a period of two years following the day on which the loan, investment or interest was acquired, in the case of a loan, investment or interest, other than an interest in real property.
	(2) Subsection 475(3) reads as follows:
	(3) Subsection (1) does not apply to any loan, investment or interest that is defined by regulation made pursuant to section 477 to be an interest in real property.
	Clause 63: Section 478 reads as follows:
	478. A bank shall not, and shall not permit its prescribed subsidiaries to,
	(a) purchase or otherwise acquire any participating shares of any body corporate or any ownership interests in any unincorporated entity, other than those of an entity referred to in section 468 in which the bank has, or by virtue of the acquisition would have, a substantial investment, or
	(b) acquire control of a body corporate that holds shares or ownership interests referred to in paragraph (a),
	if the aggregate value of
	(c) all participating shares, excluding participating shares of bodies corporate referred to in section 468 in which the bank has a substantial investment, and
	(d) all ownership interests in unincorporated entities
	beneficially owned by the bank and its prescribed subsidiaries exceeds, or the purchase or acquisition would cause that aggregate value to exceed, 70 per cent of the regulatory capital of the bank.
	Clause 64: Section 479 reads as follows:
	479. A bank shall not, and shall not permit its prescribed subsidiaries to,
	(a) purchase or otherwise acquire
	(i) participating shares of a body corporate, other than those of a body corporate referred to in section 468 in which the bank has, or by virtue of the acquisition would have, a substantial investment,
	(ii) ownership interests in an unincorporated entity, or
	(iii) interests in real property, or
	(b) make an improvement to real property in which the bank or any of its prescribed subsidiaries has an interest
	if the aggregate value of
	(c) all participating shares and ownership interests referred to in subparagraphs (a)(i) and (ii) that are beneficially owned by the bank and its prescribed subsidiaries, and
	(d) all interests of the bank in real property referred to in subparagraph (a)(iii)
	exceeds, or the acquisition or the making of the improvement would cause that aggregate value to exceed, 100 per cent of the regulatory capital of the bank.
	Clause 65: New.
	Clause 66: Subsection 482(1.1) is new. Subsection 482(1) reads as follows:
	482. (1) A bank shall not, without the approval in writing of the Superintendent, in any transaction or series of transactions with the same party during a period of twelve months, acquire or dispose of, directly or indirectly, assets, other than assets that are
	(a) debt obligations that are
	(i) guaranteed by any financial institution other than the bank,
	(ii) fully secured by deposits with any financial institution, including the bank, or
	(iii) fully secured by debt obligations that are guaranteed by any financial institution other than the bank,
	(b) debt obligations issued by the Government of Canada, the government of a province, a municipality, or by any agency thereof, or by the government of a foreign country or any political subdivision thereof, or by any agency thereof, or by a prescribed international agency,
	(c) debt obligations that are guaranteed by, or fully secured by securities issued by, a government, a municipality or an agency referred to in paragraph (b), or
	(d) debt obligations that are widely distributed, as that expression is defined by the regulations,
	having a value in excess of 10 per cent of the total assets of the bank within the meaning of subsection (2) as at the beginning of the twelve month period.
	Clause 67: New.
	Clause 68: (1) to (3) The relevant portion of subsection 486(1) reads as follows:
	486. (1) For the purposes of this Part, a person is a related party of a bank where the person
	. . .
	(b) is a director or an officer of the bank or of a body corporate that controls the bank or is acting in a similar capacity in respect of an unincorporated entity that controls the bank;
	. . .
	(d) is an entity in which a director or an officer of the bank has a substantial investment;
	. . .
	(f) is an entity in which the spouse, or a child who is less than eighteen years of age, of a person described in paragraph (d) or (e) has a substantial investment;
	(g) is an entity that is controlled by a person referred to in any of paragraphs (a) to (c) or by an entity referred to in any of paragraphs (d) to (f); or
	(h) is a person, or a member of a class of persons, designated under subsection (3) or (4) as, or deemed under subsection (5) to be, a related party of the bank.
	(4) Subsection 486(2) reads as follows:
	(2) An entity in which a bank has a substantial investment is deemed not to be an entity referred to in paragraph (1)(e) unless the person referred to in that paragraph has a substantial investment in the entity otherwise than through the person's controlling interest in the bank.
	(5) Subsections 486(6) to (8) read as follows:
	(6) Notwithstanding paragraph (1)(a), a person shall be deemed not to be a related party of a bank where
	(a) the person would otherwise be a related party of the bank by reason only that the person has a significant interest in a class of non-voting shares of the bank that do not amount to more than 10 per cent of the equity, within the meaning of subsection 381(4), of the bank; and
	(b) the Superintendent has, pursuant to subsection 377(3), exempted that class of non-voting shares of the bank from the application of section 377.
	(7) For the purpose of determining whether an entity or a person has a substantial investment for the purposes of any of paragraphs (1)(d) to (f), the references to ``control'' and ``controlled'' in section 10 shall be construed as references to ``control, within the meaning of section 3, determined without regard to paragraph 3(1)(d),'' and ``controlled, within the meaning of section 3, determined without regard to paragraph 3(1)(d),'', respectively.
	(8) For the purposes of paragraph (1)(g), ``controlled'' means ``controlled, within the meaning of section 3, determined without regard to paragraph 3(1)(d)''.
	Clause 69: Subsections 487(4) and (5) read as follows:
	(4) Notwithstanding that a person who has a significant interest in a class of shares of a bank is a related party of the bank by reason of paragraph 486(1)(a), where the person is a financial institution incorporated by or under an Act of Parliament and is the holding body corporate of a bank that is the subsidiary of the body corporate, the person is not a related party of the bank.
	(5) For the purposes of subsection (4), a central, within the meaning of section 472 of the Cooperative Credit Associations Act, is deemed to be a financial institution incorporated by or under an Act of Parliament.
	Clause 70: Subsection 495(3) reads as follows:
	(3) Notwithstanding subsection 489(2), a bank shall be deemed not to have indirectly entered into a transaction in respect of which this Part applies where the transaction is entered into by a service corporation, within the meaning of section 464, that is controlled by the bank if subsection 502(1) is complied with.
	Clause 71: (1) Subsection 496(1) reads as follows:
	496. (1) Subject to subsection (2) and sections 497 and 498, a bank may enter into any transaction with a related party of the bank if the related party is
	(a) a natural person who is a related party of the bank by reason only of being
	(i) a director or an officer of the bank or of an entity that controls the bank, or
	(ii) the spouse, or a child who is less than eighteen years of age, of a director or an officer of the bank or of an entity that controls the bank; or
	(b) an entity that is a related party of the bank by reason only of being an entity
	(i) in which a director or an officer of the bank, or the spouse or a child who is less than eighteen years of age of such person, has a substantial investment,
	(ii) that is controlled by a director or an officer of an entity that controls the bank, or the spouse or a child who is less than eighteen years of age of such person, or
	(iii) that is controlled by an entity in which a director or an officer of the bank, or the spouse or a child who is less than eighteen years of age of such person, has a substantial investment.
	(2) Subsection 496(2) reads as follows:
	(2) A bank may, with respect to a related party of the bank referred to in subsection (1) who is a full-time officer of the bank, make, take an assignment of or otherwise acquire a loan to the related party only if the aggregate principal amount of all outstanding loans to the related party that are held by the bank and its subsidiaries, together with the principal amount of the proposed loan, does not exceed the greater of twice the annual salary of the related party and one hundred thousand dollars.
	(3) Subsections 496(4) to (6) read as follows:
	(4) Notwithstanding section 501, a bank may make a loan, other than a margin loan, to an officer of the bank on terms and conditions more favourable to the officer than those offered to the public by the bank if those terms and conditions have been approved by the conduct review committee of the bank.
	(5) Notwithstanding section 501, a bank may make a loan referred to in paragraph 491(b) to the spouse of an officer of the bank on terms and conditions more favourable to the spouse of that officer than those offered to the public by the bank if those terms and conditions have been approved by the conduct review committee of the bank.
	(6) Notwithstanding section 501, a bank may offer financial services, other than loans or guarantees, to an officer of the bank, or to the spouse or a child who is less then eighteen years of age of an officer of the bank, on terms and conditions more favourable than those offered to the public by the bank where
	(a) the financial services are offered by the bank to employees of the bank on such favourable terms and conditions; and
	(b) the approval of the conduct review committee of the bank has been obtained.
	Clause 72: Subsection 497(1) reads as follows:
	497. (1) Except with the concurrence of at least two thirds of the directors present at a meeting of the board of directors of the bank, a bank shall not, with respect to a related party of the bank referred to in subsection 496(1),
	(a) make, take an assignment of or otherwise acquire a loan to the related party, including a margin loan referred to in section 498,
	(b) make a guarantee on behalf of the related party, or
	(c) make an investment in the securities of the related party
	if, immediately following the transaction, the aggregate of
	(d) the principal amount of all outstanding loans to the related party that are held by the bank and its subsidiaries, other than
	(i) loans referred to in paragraph 491(b), and
	(ii) where the related party is a full-time officer of the bank, loans to the related party that are permitted by subsection 496(2),
	(e) the sum of all outstanding amounts guaranteed by the bank and its subsidiaries on behalf of the related party, and
	(f) where the related party is an entity, the book value of all investments by the bank and its subsidiaries in the securities of the entity
	would exceed 2 per cent of the regulatory capital of the bank.
	Clause 73: Section 498 reads as follows:
	498. The Superintendent may establish terms and conditions with respect to the making by a bank of margin loans to any director or officer of the bank.
	Clause 74: Sections 502 and 503 read as follows:
	502. (1) No bank shall enter into any transaction permitted by this Part, except as provided in subsections 496(4) to (6), unless the conduct review committee of the bank is satisfied that the transaction is on terms and conditions at least as favourable to the bank as market terms and conditions, within the meaning of subsection 501(2), and has approved the transaction.
	(2) Nothing in this section or paragraph 195(3)(b) precludes the conduct review committee of a bank from approving a general arrangement covering a number or series of transactions of a similar type or nature that may be entered into or made during the term of the arrangement.
	(3) An arrangement that is approved under subsection (2) shall be reviewed by the conduct review committee at least once a year during the term of the arrangement.
	(4) The approval of the conduct review committee under this section need not be obtained in respect of
	(a) transactions in respect of which subsection 497(1) applies;
	(b) transactions entered into pursuant to section 490; and
	(c) such transactions as are prescribed to be exempted from the requirements of this section.
	503. No bank shall enter into any transaction, other than a transaction referred to in paragraph 502(4)(b) or (c), with any person who has ceased to be a related party of the bank during the period of twelve months after the date on which the person ceased to be a related party of the bank, unless the conduct review committee of the bank is satisfied that the transaction is on terms and conditions at least as favourable to the bank as market terms and conditions, within the meaning of subsection 501(2), and has approved the transaction.
	Clause 75: Section 505 reads as follows:
	505. Where a bank has entered into a transaction that the bank is prohibited from entering into by this Part or where a bank has entered into a transaction for which approval is required under subsection 497(1) or 502(1) or section 503 without having obtained the approval, the bank shall, on becoming aware of that fact, forthwith notify the Superintendent.
	Clause 76: (1) The relevant portion of subsection 507(3) reads as follows:
	(3) For the purposes of the definition ``non-bank affiliate of a foreign bank'' in subsection (1) and sections 517 and 518, a foreign bank shall be deemed to have a substantial investment in a Canadian entity if
	(2) Subsection 507(6) reads as follows:
	(6) Where the Minister makes an order under subsection (4) or (5), the Minister shall cause a copy of that order to be published in the Canada Gazette.
	Clause 77: Subsection 510(3) reads as follows:
	(3) Where, in the opinion of the Superintendent, a representative office of a foreign bank is not being operated, or the personnel of that office are not conducting themselves, in accordance with the rules prescribed for the purposes of paragraph 509(a), the Superintendent may, by order, cancel the registration of the representative office.
	Clause 78: The relevant portion of subsection 513(2) reads as follows:
	(2) Subsection (1) does not apply in respect of the guarantee or acceptance by a foreign bank of securities or bills of exchange that are
	. . .
	(b) issued by another person resident in Canada and guaranteed or accepted by a foreign bank subsidiary of the foreign bank.
	Clause 79: Section 514 reads as follows:
	514. (1) A non-bank affiliate of a foreign bank shall not
	(a) engage in the business of lending money and accepting deposit liabilities transferable by cheque or other instrument; or
	(b) engage in the business of lending money at any particular time if, at that time, another non-bank affiliate of the foreign bank is engaged in the business of accepting deposit liabilities transferable by cheque or other instrument.
	(2) Subject to subsection (4), a non-bank affiliate of a foreign bank that carries on as part of its business any aspect of the business of banking shall not
	(a) borrow money by way of loan, deposit or otherwise, or
	(b) issue debentures, bonds or other securities evidencing any borrowing of money by way of loan, deposit or otherwise
	if it is represented by or on behalf of the non-bank affiliate in any document related to the borrowing or to the issue of the debentures, bonds or other securities that the repayment of the money so borrowed or received, or the payment of any interest thereon, is guaranteed, directly or indirectly, by the foreign bank or any entity associated with the foreign bank.
	(3) Subsection (1) does not apply with respect to a non-bank affiliate of a foreign bank that was a non-bank affiliate of a foreign bank on November 30, 1990 and to which subsection 303(5) of the Bank Act, being chapter B-1 of the Revised Statutes of Canada, 1985, did not apply on that date.
	(4) Subsection (2) does not apply with respect to a non-bank affiliate of a foreign bank where the consent in writing of the Minister is obtained.
	(5) The consent of the Minister pursuant to subsection (4) may be subject to such terms and conditions as the Minister deems necessary and may be revoked by the Minister on 30 days notice in writing to the non-bank affiliate of the foreign bank.
	(6) Where the Minister grants a consent for the purposes of subsection (4) or revokes such a consent under subsection (5), the Minister shall cause a notice of that consent or revocation to be published in the Canada Gazette.
	Clause 80: Section 515 reads as follows:
	515. Where it is represented by or on behalf of a non-bank affiliate of a foreign bank that the repayment of money borrowed or received by the non-bank affiliate, or the payment of any interest thereon is guaranteed, directly or indirectly, by the foreign bank or any entity associated with the foreign bank and the consent in writing of the Minister has not been obtained pursuant to subsection 514(4), a court may, on application on behalf of the Minister,
	(a) by order, enjoin the non-bank affiliate and persons acting on its behalf from making such representations; and
	(b) make such order as, in its opinion, is required in the circumstances, to the end that any agreement relating to the borrowing of the money so borrowed or received or to the issue of debentures, bonds or other securities evidencing such borrowing, entered into after any such representation was made, shall be rendered nugatory not later than the expiration of such period of time as the court considers necessary to allow in order to avoid or reduce, to the greatest possible extent consistent with the attainment of that end, any undue hardship to any person who entered into the agreement not knowing that it was subject to being rendered nugatory under this Act.
	Clause 81: Section 517 reads as follows:
	517. (1) Where a Canadian entity, other than a foreign bank subsidiary, is engaged in the business of lending money and accepting deposit liabilities transferable by cheque or other instrument, the Canadian entity shall refuse to issue or register in its securities register a transfer of any of its shares or ownership interests to a foreign bank or an entity associated with a foreign bank, if the foreign bank would thereby acquire or increase a substantial investment in the Canadian entity.
	(2) Subsection (1) does not apply to a Canadian entity that issues or registers a transfer of any of its shares or ownership interests to a foreign bank subsidiary or any entity controlled by a foreign bank subsidiary if the foreign bank subsidiary would thereby acquire or increase a substantial investment as permitted by Part IX.
	Clause 82: (1) Subsections 518(1) and (2) read as follows:
	518. (1) Where
	(a) a foreign bank,
	(b) a foreign bank and one or more entities associated with the foreign bank, or
	(c) one or more entities associated with a foreign bank
	own shares in a foreign bank subsidiary, the foreign bank and any entity associated with the foreign bank shall not acquire or hold a substantial investment in any bank, other than the foreign bank subsidiary, or in any Canadian entity.
	(2) Subsection (1) does not apply where a foreign bank has a substantial investment in a Canadian entity by reason only that a foreign bank subsidiary of the foreign bank has, as permitted by Part IX, a substantial investment in the Canadian entity.
	(2) The relevant portion of subsection 518(3) reads as follows:
	(3) Subsection (1) does not apply with respect to shares of or ownership interests in a Canadian entity if
	. . .
	(b) the shares or ownership interests were
	(i) held at the time the application for incorporation or acquisition of the foreign bank subsidiary was made, and the application was accompanied by written evidence to that effect, or
	(ii) acquired subsequent to the incorporation or acquisition of the foreign bank subsidiary, and the Minister, by order, approved an application requesting permission for the shares or ownership interests to be held.
	(3) Subsection 518(5.1) is new. Subsections 518(4) to (6) read as follows:
	(4) An order of the Minister made for the purposes of paragraph (3)(b) may be subject to such terms and conditions as the Minister deems appropriate.
	(5) The Minister may, by further order, revoke or vary an order made for the purposes of paragraph (3)(b) and where the Minister does so, the revocation or variation shall come into effect three months after the date the further order is made, unless the Minister and the entity to which the order relates agree that the revocation or variation shall take effect at some other time agreed on by them.
	(6) Where the Minister makes an order for the purposes of paragraph (3)(b) or makes an order under subsection (5), the Minister shall cause a copy of the order to be published in the Canada Gazette.
	Clause 83: Subsection 519(2) reads as follows:
	(2) Where a foreign bank acquires shares or ownership interests in a Canadian entity through a realization of security for any loan or advance made by the foreign bank or any other debt or liability to the foreign bank, those shares or ownership interests shall, for the purposes of subsection 518(1), be deemed not to have been acquired by the foreign bank and not to be owned by it for a period of two years from the day they are so acquired and for such additional period or periods as the Minister may, by order, specify.
	Clause 84: (1) and (2) Paragraph 521(1)(d) is new. The relevant portion of subsection 521(1) reads as follows:
	521. (1) Unless the consent of the Governor in Council, by order, is obtained, a foreign bank shall not directly or indirectly
	(a) establish a new Canadian business, within the meaning of the Investment Canada Act, of which the principal activity in Canada consists of any activity referred to in any of subparagraphs 518(3)(a)(i) to (iv);
	(b) acquire or hold shares of or ownership interests in a Canadian entity whose principal activity in Canada consists of any activity referred to in any of subparagraphs 518(3)(a)(i) to (v) in such number
	(3) Subsections 521(1.01) to (1.1) and (3) are new. Subsection 521(2) reads as follows:
	(2) Subsection (1) does not apply where a foreign bank has a substantial investment in a Canadian entity by reason only that a foreign bank subsidiary of the foreign bank has, as permitted by Part IX, a substantial investment in the Canadian entity.
	Clause 85: The relevant portion of section 522 reads as follows:
	522. The provisions of this Act apply in lieu of the provisions of the Investment Canada Act in respect of
	. . .
	(d) the acquisition or holding of all or substantially all of the assets of a Canadian entity whose principal activity in Canada consists of any of the activities referred to in subparagraphs 518(3)(a)(i) to (v).
	Clause 86: Subsection 523(2) reads as follows:
	(2) A bank shall furnish the Bank of Canada with such information, at such times and in such form as the Bank of Canada may require, but a bank shall not be required under this section to furnish information with respect to the accounts or affairs of any particular person.
	Clause 87: Paragraph 531(2)(a.01) is new. The relevant portion of subsection 531(2) reads as follows:
	(2) Nothing in subsection (1) prevents the Superintendent from disclosing any information
	(a) to any government agency or regulatory body charged with the regulation of financial institutions for purposes related to that regulation,
	Clause 88: (1) and (2) The relevant portion of subsection 538(1) reads as follows:
	538. (1) Subject to this Act, where any of the circumstances described in subsection (1.1) exist in respect of a bank, the Superintendent may
	(a) take control, for a period not exceeding sixteen days, of the assets of the bank; or
	(b) unless the Minister advises the Superintendent that the Minister is of the opinion that it is not in the public interest to do so,
	(i) take control, for a period exceeding sixteen days, of the assets of the bank,
	(3) and (4) The relevant portion of subsection 538(1.1) reads as follows:
	(1.1) Control by the Superintendent under subsection (1) may be taken in respect of a bank where
	. . .
	(b) in the opinion of the Superintendent, a practice or state of affairs exists in respect of the bank that may be materially prejudicial to the interests of the bank's depositors or creditors;
	. . .
	(d) any asset appearing on the books or records of the bank is not, in the opinion of the Superintendent, satisfactorily accounted for;
	Clause 89: New.
	Clause 90: Paragraph 559(a.1) is new. The relevant portion of section 559 reads as follows:
	559. The Governor in Council may make regulations
	Clause 91: (1) The relevant portion of subsection 565(1) reads as follows:
	565. (1) Every person who wilfully makes any false statement
	. . .
	(b) in any document giving or purporting to give security on property to a bank under section 426,
	is guilty of an offence.
	(2) The relevant portion of subsection 565(2) reads as follows:
	(2) Every person who, having possession or control of property mentioned in or covered by any warehouse receipt, bill of lading or any security given to a bank under section 426, and having knowledge of the receipt, bill of lading or security, without the consent of the bank in writing before the loan, advance, debt or liability thereby secured has been fully paid
	(3) The relevant portion of subsection 565(3) reads as follows:
	(3) Where any debt or liability to a bank is secured by
	. . .
	(b) any security on property given to a bank under section 426,
	and is not paid, the bank is guilty of an offence if it sells the property covered by the warehouse receipt, bill of lading or security under the power of sale conferred on it by this Act without complying with the provisions of this Act applicable to the exercise of such power of sale.
	(4) and (5) The relevant portion of subsection 565(4) reads as follows:
	(4) Every bank that acquires or holds any warehouse receipt or bill of lading or any document signed and delivered to the bank giving or purporting to give to the bank security on property under section 426, to secure the payment of any debt, liability, loan or advance, is guilty of an offence unless
	. . .
	(b) the debt, liability, loan or advance was contracted or made on the written promise or agreement that a warehouse receipt, bill of lading or security under section 426 would be given to the bank; or
	Clause 92: Subsection 566(1) reads as follows:
	566. (1) Every person who is guilty of an offence under any of sections 561 to 565 is
	(a) in the case of a natural person, liable on summary conviction to a fine not exceeding one hundred thousand dollars or to imprisonment for a term not exceeding twelve months or to both; and
	(b) in the case of an entity, liable on summary conviction to a fine not exceeding five hundred thousand dollars.
	Clause 93: Section 567 reads as follows:
	567. Where an entity commits an offence under this Act, any officer, director or agent of the entity who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and is liable on summary conviction to the punishment provided for the offence whether or not the entity has been prosecuted or convicted.
	Bank of Canada Act
	Clause 94: The relevant portion of subsection 6(4) reads as follows:
	(4) No person is eligible to be appointed or to continue as Governor or Deputy Governor who
	. . .
	(d) except as authorized by or under any Act of Parliament, is a director, partner, officer or employee of any bank or other financial institution or has an interest as a shareholder in any other bank or financial institution; or
	Clause 95: (1) Subsection 10(1) reads as follows:
	10. (1) The directors shall be selected from diversified occupations.
	(2) to (4) Paragraphs 10(2)(b) and (e) are new. The relevant portion of subsection 10(2) reads as follows:
	(2) No person is eligible for appointment as a director if that person is a director, partner, officer or employee of any of the following financial institutions:
	(5) Subsection 10(2.1) is new. Subsection 10(3) reads as follows:
	(3) Any person appointed as a director who is a shareholder of any financial institution mentioned in subsection (2) shall divest himself of ownership of his shares within three months of the date of the appointment of that person and shall not thereafter during the term of his office have an interest, either directly or indirectly, as a shareholder in any such financial institution.
	Clause 96: Subsections 15(1) and (2) read as follows:
	15. (1) Such officers, clerks and employees may be employed as in the opinion of the Executive Committee may be necessary.
	(2) The Board may by by-law establish a pension fund for the officers, clerks and employees of the Bank and their dependants and may contribute to it out of the funds of the Bank, and such pension fund shall be invested in such manner as may be provided by by-law of the Bank.
	Clause 97: Section 16 reads as follows:
	16. Every director, officer, clerk and employee of the Bank shall before entering on his duties take before a justice of the peace or a commissioner for taking affidavits, an oath of fidelity and secrecy in the form prescribed in Schedule I.
	Clause 98: Paragraphs 18(g.1) and (l.1) to (l.3) are new. The relevant portion of section 18 reads as follows:
	18. The Bank may
	. . .
	(l) accept, from the Government of Canada or the government of any province, from any corporation or agency of the Government of Canada or from any bank or other member of the Canadian Payments Association, deposits, which shall not bear interest;
	. . .
	(n) acquire by purchase or lease and hold real property for the actual use and occupation of the Bank in connection with its business and sell and dispose of that property;
	(o) accept deposits of money that by the Bank Act are authorized or required to be transferred to the Bank, and, in accordance with that Act, pay interest on money so deposited and pay out money to any person entitled thereto under that Act; and
	(p) do any other banking business incidental to or consequential on the provisions of this Act and not prohibited by this Act.
	Clause 99: New.
	Clause 100: Subsections 22(1.1) and (1.2) are new. Subsection 22(1) reads as follows:
	22. (1) The Bank is not liable, and no action shall be taken, for or in respect of any unpaid debt or instrument in respect of which a federal financial institution has made a payment to the Bank under the relevant Act in respect of the federal financial institution, or any claim against a liquidator in respect of the winding-up of a federal financial institution, the amount of which claim has been paid to the Minister and by the Minister to the Bank under the relevant Act in respect of the federal financial institution, if the amount paid to the Bank was less than one hundred dollars, and
	(a) in the case of a debt, the aggregate of
	(i) the period immediately preceding the payment to the Bank during which no transaction took place on the books of the federal financial institution, and no statement of account was requested of or acknowledged to that federal financial institution by the former creditor, and
	(ii) the period that has elapsed since the payment of the amount thereof to the Bank,
	is not less than twenty years;
	(b) in the case of an instrument, no payment has been made in respect thereof for a period of twenty years from the day it was issued or accepted; or
	(c) in the case of a claim against a liquidator in respect of the winding-up of a federal financial institution, a period of twenty years has elapsed since the last transaction took place on the books of the federal financial institution or the last time a statement of account was requested of or acknowledged to the federal financial institution by the former creditor, whichever is the later.
	Clause 101: The relevant portion of section 23 reads as follows:
	23. The Bank shall not, except as authorized by this Act,
	. . .
	(b) purchase its own stock or the shares of any bank, except the Bank for International Settlements, or make loans on the security thereof;
	Clause 102: Subsection 24(1.1) is new. Subsection 24(1) reads as follows:
	24. (1) The Bank shall act as fiscal agent of the Government of Canada without charge.
	Clause 103: New.
	Clause 104: Subsections 29(1) and (2) read as follows:
	29. (1) The Bank shall as soon as practicable after the close of business on Wednesday of each week make up and transmit to the Minister in the form of Schedule II a statement of its assets and liabilities as at the close of business on that day.
	(2) The Bank shall on or before the seventh day of each month make up and transmit to the Minister in the form of Schedule II a statement of its assets and liabilities on the last business day of the preceding month, and in addition shall provide in the form of Schedule III information regarding its investments in securities issued or guaranteed by Canada.
	Clause 105: Subsections 30(2.1) and (2.2) are new. Subsection 30(2) reads as follows:
	(2) Within two months after the end of each financial year, the Bank shall transmit to the Minister a statement of its accounts for the financial year, in the form prescribed by the by-laws of the Bank, signed by the Governor or the Deputy Governor and the Chief Accountant or Acting Chief Accountant of the Bank, and certified by the auditors, together with such summary or report by the Governor as the Governor may deem desirable or as may be required by the Minister, and a copy of the accounts so signed and certified shall forthwith be published in the Canada Gazette.
	Clause 106: The relevant portion of subsection 35(1) reads as follows:
	35. (1) The Board, with the approval of the Governor in Council, may make by-laws with respect to
	. . .
	(c) the duties and conduct of officers, clerks and employees of the Bank;
	Clause 107: Schedule I reads as follows:
	SCHEDULE I (Section 16)
	OATH OF FIDELITY AND SECRECY

	I, ..............., do solemnly swear that I will faithfully, truly and to the best of my judgment, skill and ability execute and perform the duties required of me as a director (officer or employee, as the case may be) of the Bank of Canada and which properly relate to any office or position in the said Bank held by me.

	I further solemnly swear that I will not communicate or allow to be communicated to any person not legally entitled thereto any information relating to the affairs of the Bank, nor will I allow any such person to inspect or have access to any books or documents belonging to or in the possession of the Bank and relating to the business of the Bank.
	Clause 110: The relevant portion of section 4 under the column heading ``assets'' in Schedule II reads as follows:
	4.investments (at amortized values):
	. . .
	(f)Bonds and debentures issued by the Industrial Development Bank
	(g) Other investments

	Canada Deposit Insurance Corporation Act
	Clause 111: The relevant portion of subsection 10.1(3) reads as follows:
	(3) The total principle indebtedness outstanding at any time in respect of borrowings under this section shall not exceed
	Clause 112: New.
	Clause 113: New.
	Clause 114: New.
	Canadian Payments Association Act
	Clause 115: Paragraph 30(1)(a.1) is new. The relevant portion of subsection 30(1) reads as follows:
	30. (1) Subject to subsections (2) and (3), every member other than the Bank of Canada shall
	Cooperative Credit Associations Act
	Clause 116: Section 22 reads as follows:
	22. (1) Unless the rights of an association are terminated pursuant to this Act, the right of an association to carry on its business is limited in the following manner, namely,

	(a) if Parliament sits on at least twenty days during the month of March in the year that is five years after the year in which this section comes into force, an association shall not carry on its business after March 31 of that year; and
	(b) if Parliament does not sit on at least twenty days during the month of March in the year that is five years after the year in which this section comes into force, an association shall not carry on its business after the sixtieth sitting day of Parliament next following March 31 of that year.
	Clause 117: The relevant portion of subsection 35(1) reads as follows:
	35. (1) An association may not be incorporated under this Act with a name
	. . .
	(c) that is the same as or, in the opinion of the Superintendent, confusingly similar to any existing
	(i) trade-mark or trade name, or
	(ii) corporate name of a body corporate,
	except where the trade-mark or trade name is being changed or the body corporate is being dissolved or is changing its corporate name and consent to the use of the trade-mark, trade name or corporate name is signified to the Superintendent in such manner as the Superintendent may require;
	(d) that is the same as or, in the opinion of the Superintendent, confusingly similar to the known name under or by which any entity carries on business or is identified; or
	Clause 118: New.
	Clause 119: Subsection 148(2) reads as follows:
	(2) If a meeting is adjourned by one or more adjournments for an aggregate of thirty days or more, notice of the adjourned meeting shall be given as for an original meeting but, unless the meeting is adjourned by one or more adjournments for an aggregate of more than ninety days, subsection 255(1) does not apply.
	Clause 120: New. Sections 252 to 259 relate to proxies. Those sections and the heading before section 252 are repealed by clause 130 and are reenacted by clause 120 with a number of amendments. Sections 252 to 259 and the heading before section 252 read as follows:
	Proxies
	252. In this section and sections 253 to 259,
	``registrant'' means a securities broker or dealer required to be regis tered to trade or deal in securities under the laws of any jurisdiction;
	``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 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 under section 255,
	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,
	(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 258, or
	(h) a solicitation by a person in respect of shares of which that person is the beneficial owner;
	``solicitation by or on behalf of the management of an association'' means a solicitation by any person pursuant to a resolution or instructions of, or with the acquiescence of, the directors or a com mittee of the directors of the association.
	253. (1) A shareholder entitled to vote at a meeting of shareholders may, by executing a form of proxy, appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders, 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.
	(2) A form of proxy shall be executed by a shareholder or by a shareholder's attorney authorized in writing to do so.
	(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 152(1).
	(4) A form of proxy must indicate, in bold face type, that the shareholder 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 behalf at the meeting to which the proxy relates, and must contain instructions as to the manner in which the shareholder may do so.
	(5) A proxy is valid only at the meeting in respect of which it is given or any adjournment thereof.
	(6) A shareholder may revoke a proxy
	(a) by depositing an instrument in writing executed by the shareholder or by the shareholder's attorney authorized in writing to do so
	(i) at the head office of the association at any time up to and including the last business day preceding the day of the meeting, or an adjournment thereof, at which the proxy is to be used, or
	(ii) with the chairman of the meeting on the day of the meeting or an adjournment thereof; or
	(b) in any other manner permitted by law.
	254. The directors may specify in a notice calling a meeting of shareholders a time not exceeding forty-eight hours, excluding Saturdays and holidays, preceding the meeting or an adjournment thereof before which time executed forms of proxy to be used at the meeting must be deposited with the association or its transfer agent.
	255. (1) Subject to subsection 148(2) and subsection (2), the management of an association shall, concurrently with giving notice of a meeting of shareholders, send a form of proxy in prescribed form to each shareholder entitled to receive notice of the meeting.
	(2) Where an association has fewer than fifteen shareholders, two or more joint holders being counted as one shareholder, the management of the association is not required to send a form of proxy under subsection (1).
	256. (1) A person shall not solicit proxies unless
	(a) in the case of solicitation by or on behalf of the management of an association, a management proxy circular in prescribed form, either as an appendix to or as a separate document accompanying the notice of the meeting, or
	(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 association, to each shareholder whose proxy is solicited and, if paragraph (b) applies, to the association.
	(2) A person who sends a management proxy circular or dissident's proxy circular shall concurrently file with the Superintendent
	(a) in the case of a management proxy circular, a copy thereof together with a copy of the notice of meeting, form of proxy and any other documents for use in connection with the meeting; and
	(b) in the case of a dissident's proxy circular, a copy thereof together with a copy of the form of proxy and any other documents for use in connection with the meeting.
	(3) On the application of an interested person, the Superintendent may, on such terms as the Superintendent thinks fit, exempt the interested person from any of the requirements of subsection (1) and section 255, and the exemption may be given retroactive effect.
	(4) The Superintendent shall set out in a periodical available to the public the particulars of exemptions granted under subsection (3) together with the reasons therefor.
	257. (1) A person who solicits a proxy and is appointed proxyholder shall attend in person or cause an alternate proxyholder to attend the meeting in respect of which the proxy is valid, and the proxyholder or alternate proxyholder shall comply with the directions of the shareholder who executed the form of proxy.
	(2) A proxyholder or an alternate proxyholder has the same rights as the appointing shareholder to speak at a meeting of shareholders in respect of any matter, to vote by way of ballot at the meeting and, except where a proxyholder or an alternate proxyholder has conflicting instructions from more than one shareholder, to vote at such a meeting in respect of any matter by way of a show of hands.
	(3) Notwithstanding subsections (1) and (2), where the chairman of a meeting of shareholders declares to the meeting that, if a ballot is conducted, the total number of votes attached to shares represented at the meeting by proxy required to be voted against what, to the knowledge of the chairman, will be the decision of the meeting in relation to any matter or group of matters is less than 5 per cent of all the votes that might be cast at the meeting on the ballot, then, unless a shareholder or proxyholder demands a ballot,
	(a) the chairman may conduct the vote in respect of that matter or group of matters by way of a show of hands; and
	(b) a proxyholder or alternate proxyholder may vote in respect of that matter or group of matters by way of a show of hands.
	258. (1) Shares of an association that are registered in the name of a registrant or registrant's nominee and that are not beneficially owned by the registrant shall not be voted unless the registrant forthwith after receipt thereof sends to the beneficial owner
	(a) a copy of the notice of the meeting, annual statement, management proxy circular, dissident's proxy circular and any other documents, other than the form of proxy, that were sent to shareholders by or on behalf of any person for use in connection with the meeting; and
	(b) a written request for voting instructions, except when the registrant has already received written voting instructions from the beneficial owner.
	(2) A registrant shall not vote or appoint a proxyholder to vote shares of an association registered in the registrant's name or in the name of the registrant's nominee that the registrant does not beneficially own unless the registrant receives voting instructions from the beneficial owner.
	(3) A person by or on behalf of whom a solicitation is made shall, at the request of a registrant, forthwith provide the registrant, at that person's expense, with the necessary number of copies of the documents referred to in paragraph (1)(a).
	(4) A registrant shall vote or appoint a proxyholder to vote any shares referred to in subsection (1) in accordance with any written voting instructions received from the beneficial owner.
	(5) If requested by a beneficial owner, a registrant shall appoint the beneficial owner or a nominee of the beneficial owner as proxyholder.
	(6) The failure of a registrant to comply with any of subsections (1) to (5) does not render void any meeting of shareholders or any action taken at the meeting.
	(7) Nothing in this Part gives a registrant the right to vote shares that the registrant is otherwise prohibited from voting.
	259. (1) If a form of proxy, management proxy circular or dissident's proxy circular contains an untrue statement of a material fact or omits to state a material fact required therein or necessary to make a statement contained therein not misleading in the light of the circumstances in which it was made, an interested person or the Superintendent may apply to a court and the court may make any order it thinks fit including, without limiting the generality of the foregoing,
	(a) an order restraining the solicitation or the holding of the meeting, or restraining any person from implementing or acting on any resolution passed at the meeting, to which the form of proxy, management proxy circular or dissident's proxy circular relates;
	(b) an order requiring correction of any form of proxy or proxy circular and a further solicitation; and
	(c) an order adjourning the meeting.
	(2) Where a person other than the Superintendent is an applicant under subsection (1), the applicant shall give to the Superintendent notice of the application and the Superintendent is entitled to appear and to be heard in person or by counsel.
	Clause 121: (1) Subsection 177(1) reads as follows:
	177. (1) If, immediately after any purported appointment or election of directors, the composition of the board of directors would fail to comply with subsection 169(2) or section 171, the purported appointment or election of all persons purported to be appointed or elected at that time is void.
	(2) The relevant portion of subsection 177(2) reads as follows:
	(2) Where, at the close of a meeting of members of an association, the members have failed to appoint or elect the number or minimum number of directors required by this Act or the by-laws of the association, the purported appointment or election of directors at the meeting
	Clause 122: (1) The relevant portion of subsection 178(1) reads as follows:
	178. (1) Where, at the close of any meeting of members of an association, section 177 applies, then notwithstanding subsections 174(2) and (3) and paragraph 179(1)(a), the board of directors shall, until such time as their successors are appointed or elected, consist solely of
	(2) Subsection 178(1.1) is new. Subsection 178(2) reads as follows:
	(2) Where subsection (1) applies, the board of directors referred to in that subsection shall forthwith call a special meeting of members or shareholders to fill the vacancies where paragraph 177(2)(a) applies or elect a new board of directors where subsection 177(1) or paragraph 177(2)(b) applies.
	Clause 123: Subsection 182(2) reads as follows:
	(2) An association is not required to comply with subsection (1) in respect of shareholders if the statement is included in or attached to a management proxy circular required by paragraph 256(1)(a).
	Clause 124: Section 185 reads as follows:
	185. Unless the by-laws otherwise provide, the directors may meet at any place, and on such notice as the by-laws require.
	Clause 125: New.
	Clause 126: (1) Subsection 199(2) reads as follows:
	(2) No member of the audit committee may be a chairperson of the board of directors of the association, an employee of the association or of a subsidiary of the association or an officer of the association or of a subsidiary of the association who is involved in the day-to-day operation of the association or subsidiary.
	(2) Paragraph 199(3)(c.1) is new. The relevant portion of subsection 199(3) reads as follows:
	(3) The audit committee of an association shall
	. . .
	(c) ensure that appropriate internal control procedures are in place;
	Clause 127: (1) Subsection 200(2) reads as follows:
	(2) No member of the conduct review committee may be a chairperson of the board of directors of the association, an employee of the association or of a subsidiary of the association or an officer of the association or of a subsidiary of the association who is involved in the day-to-day operation of the association or subsidiary.
	(2) The relevant portion of subsection 200(3) reads as follows:
	(3) The conduct review committee of an association shall
	(a) establish procedures for the review of transactions with related parties of the association to which Part XII applies;
	(b) review all proposed transactions with related parties of the association in accordance with Part XII; and
	(3) Subsections 200(4) to (6) read as follows:
	(4) An association shall report to the Superintendent on the mandate and responsibilities of the conduct review committee and the procedures established by the committee under paragraph (3)(a).
	(5) After each meeting of the conduct review committee of an association, the committee shall report to the directors of the association on all transactions and other matters reviewed by the committee.
	(6) Within ninety days after the end of each financial year, the directors of an association shall report to the Superintendent on the proceedings of the conduct review committee and on all transactions and other matters reviewed by the committee during the year.
	Clause 128: The relevant portion of section 202 reads as follows:
	202. The directors of an association may not delegate any of the following powers, namely, the power to
	. . .
	(g) authorize the payment of a commission on a securities issue;
	Clause 129: (1) The relevant portion of subsection 207(1) reads as follows:
	207. (1) A director referred to in subsection 206(1) shall not be present or vote on any resolution to approve the contract unless the contract is
	(2) New.
	Clause 130: Sections 252 to 259 and the heading before section 252 are reproduced in the explanatory note to clause 120.
	Clause 131: Subsections 261(1) and (2) read as follows:
	261. (1) A person who, on the day before the coming into force of this section, would have been or would have been deemed to be an insider of a distributing association if this section had been in force on that day, shall, not later than sixty days after the coming into force of regulations prescribing the form of an insider report, send to the Superintendent an insider report in prescribed form.
	(2) A person who becomes an insider on or after the coming into force of this section shall, not later than ten days after
	(a) the end of the month in which the person becomes an insider, or
	(b) the end of the month in which regulations prescribing the form of an insider report come into force,
	whichever is later, send to the Superintendent an insider report in prescribed form.
	Clause 132: New.
	Clause 133: Subsection 292(4) reads as follows:
	(4) The financial statements referred to in subsection (1) and paragraph (3)(b) and subsection 294(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.
	Clause 134: New.
	Clause 135: Section 296 reads as follows:
	296. (1) An association shall, not later than twenty-one days before each annual meeting of members of the association, send to the Superintendent a copy of the documents referred to in subsections 292(1) and (3).
	(2) Subject to section 295, where an association fails to send a copy of the annual statement of the association to each member at least twenty-one days before the date of the annual meeting at which the statement is to be considered, the meeting shall be adjourned until such time as that requirement has been complied with.
	Clause 136: New.
	Clause 137: The relevant portion of subsection 375(1) reads as follows:
	375. (1) Subject to this Act, an association shall not engage in or carry on any business other than the business of
	(a) providing financial services to
	(i) members of the association,
	(ii) entities in which any association has a substantial investment pursuant to section 390,
	(iii) cooperative credit societies, and
	(iv) cooperative corporations; and
	Clause 138: (1) and (2) Paragraph 376(1)(g) is new. The relevant portion of subsection 376(1) reads as follows:
	376. (1) In addition to the powers that an association may exercise under section 375, an association may
	(a) hold and otherwise deal with real property;
	. . .
	(f) provide administrative, educational, promotional, technical, research and consultative services to members of the association and to entities in which any association has a substantial investment pursuant to section 390, and to cooperative corporations that are not cooperative credit societies.
	(3) Subsection 376(3) reads as follows:
	(3) The Governor in Council may make regulations imposing terms and conditions in respect of the provision of investment counselling and portfolio management services under subsection 375(2).
	Clause 139: Subsection 379(2) reads as follows:
	(2) Subsection (1) does not apply in respect of any indemnity referred to in section 216.
	Clause 140: (1) to (3) Subparagraphs (b)(vi) and (c)(iii) of the definition ``commercial loan'' in subsection 386(1) are new. The relevant portion of the definition ``commercial loan'' in subsection 386(1) reads as follows:
	``commercial loan'' means
	(a) any loan made or acquired by an association, other than
	. . .
	(iv) a loan that is secured by a mortgage on real property
	(A) where the mortgage is on residential property and the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, does not exceed 75 per cent of the value of the property at the time the loan is made, or
	(B) where the mortgage is on a real property other than residential property and the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, does not exceed 75 per cent of the value of the property at the time the loan is made and the property provides an annual income sufficient to pay all annual expenses related to the property, including the payments owing under the mort gage and the mortgages having an equal or prior claim against the property,
	(v) a loan that is secured by a mortgage on real property and the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, exceeds 75 per cent of the value of the property at the time the loan is made if repayment of the amount of the loan that exceeds 75 per cent of the value of the property is guaranteed or insured by a government agency or a private insurer approved by the Superintendent,
	(b) an investment in debt obligations, other than
	. . .
	(c) an investment in shares of a body corporate or ownership interests in an unincorporated entity, other than
	. . .
	(ii) participating shares;
	(4) The definition ``information services corporation'' in subsection 386(1) reads as follows:
	``information services corporation'' means a body corporate that, ex cept as may be prescribed, is primarily engaged in
	(a) providing information processing services,
	(b) providing advisory and other services in the design, development and implementation of information management systems, or
	(c) designing, developing and marketing computer software,
	and the activities of which may include, as an ancillary activity, the design, development, manufacture or sale of special purpose computer hardware;
	(5) to (7) Paragraphs (i) and (j) of the definition ``service corporation'' in subsection 386(1) are new. The definition ``service corporation'' in subsection 386(1) reads as follows:
	``service corporation'', in relation to an association, means a body cor porate that engages exclusively in the provision of services to any or all of the following, namely,
	(a) the association,
	(b) any entity in which the association has a substantial investment,
	(c) any financial institution that is affiliated with the association,
	(d) any entity in which a financial institution referred to in paragraph (c) has a substantial investment,
	(e) any other Canadian financial institution incorporated or formed by or under an Act of Parliament or any other association that has a substantial investment in the body corporate,
	(f) any entity in which any Canadian financial institution or association referred to in paragraph (e) has a substantial investment,
	(g) any financial institution that is affiliated with any Canadian financial institution referred to in paragraph (e), and
	(h) any entity in which a financial institution referred to in paragraph (g) has a substantial investment,
	so long as the body corporate is providing services to the association or any of the entities referred to in paragraphs (b) to (d);
	(8) The relevant portion of the definition ``special purpose computer hardware'' in subsection 386(1) reads as follows:
	``special purpose computer hardware'' means computer equipment that is not generally available and that is integral to the provision of
	Clause 141: (1) The relevant portion of subsection 388(2) reads as follows:
	(2) An association may acquire or increase a substantial investment in an entity that is not an entity referred to in section 390 or 391 by way of
	. . .
	(b) an acquisition of shares of or ownership interests in the entity by a financial institution or a specialized financing corporation that is controlled by the association.
	(2) The relevant portion of subsection 388(3) reads as follows:
	(3) An association may acquire or increase a substantial investment in an entity that is not an entity referred to in section 390 or 391 by way of
	Clause 142: (1) and (2) The relevant portion of subsection 390(1) reads as follows:
	390. (1) Subject to subsection (3) and Part XII, an association may acquire or increase a substantial investment in a body corporate if the body corporate is any of the following, namely,
	. . .
	(l) a financial holding corporation that does not have a substantial investment in any entity, other than a body corporate referred to in this subsection or a real property holding vehicle referred to in subsection (2);
	(m) a body corporate whose activities are ancillary to the business of the association or of a financial institution that is its subsidiary; or
	(3) New.
	(4) and (5) Paragraphs 390(3)(a.1) and (d) are new. The relevant portion of subsection 390(3) reads as follows:
	(3) An association may not acquire or increase a substantial investment in a body corporate pursuant to subsection (1) unless
	(6) Subsections 390(7) and (8) are new. Subsections 390(4) to (6) read as follows:
	(4) Notwithstanding paragraph (3)(a), an association need not control a foreign institution or other body corporate incorporated elsewhere than in Canada in which it has a substantial investment and which it would otherwise be required to control pursuant to that paragraph where the laws or customary business practices of the country under the laws of which the foreign institution or body corporate was incorporated do not permit the association to control the foreign institution or body corporate.
	(5) For the purposes of subsections (3) and (4), ``control'' means ``control within the meaning of section 3, determined without regard to paragraph 3(1)(e)''.
	(6) Where an association controls a body corporate referred to in paragraph (3)(a), the association may only divest itself of shares of the body corporate in such number that the result would be that the association would no longer control the body corporate but would have a substantial investment in the body corporate
	(a) if the association is permitted to do so by regulations made pursuant to paragraph 396(b); and
	(b) with the prior written approval of the Minister on the advice of the Superintendent.
	Clause 143: (1) Subsection 394(1) reads as follows:
	394. (1) Notwithstanding anything in this Part, where an association has made a loan to an entity and, pursuant to the terms of the agreement between the association and the entity with respect to the loan and any other documents governing the terms of the loan, a default has occurred, the association may acquire
	(a) where the entity is a body corporate, all or any of the shares of the body corporate,
	(b) where the entity is an unincorporated entity, all or any of the ownership interests in the entity,
	(c) all or any of the shares or all or any of the ownership interests in any entity that is an affiliate of the entity, or
	(d) all or any of the shares of a body corporate that is primarily engaged in holding shares of, ownership interests in or assets acquired from the entity or any of its affiliates,
	but the association shall within two years after acquiring the shares or ownership interests do all things necessary to ensure that the association does not have a substantial investment in any entity referred to in paragraphs (a) to (d).
	(2) Subsection 394(4) is new. Subsections 394(2) and (3) read as follows:
	(2) Notwithstanding subsection (1), where on September 27, 1990 an association had an investment in an entity that is a substantial investment within the meaning of section 12 and the association subsequently increases that substantial investment by way of an investment made pursuant to subsection (1), the association shall, within two years after increasing the substantial investment, do all things necessary to ensure that its substantial investment in the entity is no greater than it was on September 27, 1990.
	(3) The Superintendent may, in the case of any particular association, extend the period of two years referred to in subsections (1) and (2) for such further period or periods, and on such terms and conditions, as the Superintendent considers necessary.
	Clause 144: Subsections 395(2) to (4) read as follows:
	(2) Subject to subsection 81(2), where, pursuant to the realization of a security interest held by an association, the association acquires a substantial investment in an entity, the association shall, within two years after the day on which the substantial investment was acquired, do all things necessary to ensure that the association no longer has a substantial investment in the entity.
	(3) Notwithstanding subsection (2), where on September 27, 1990 an association had an investment in an entity that is a substantial investment within the meaning of section 12 and the association subsequently increases that substantial investment by way of a realization of security pursuant to subsection (1), the association shall, within two years after increasing the substantial investment, do all things necessary to ensure that its substantial investment in the entity is no greater than it was on September 27, 1990.
	(4) The Superintendent may, in the case of any particular association, extend the period of two years referred to in subsections (2) and (3) for such further period or periods, and on such terms and conditions, as the Superintendent considers necessary.
	Clause 145: The relevant portion of section 396 reads as follows:
	396. The Governor in Council may make regulations
	(a) permitting the acquisition or increase of substantial investments for the purposes of subsection 390(3);
	(b) permitting an association to divest itself of shares for the purposes of subsection 390(6); and
	Clause 146: (1) The relevant portion of subsection 397(1) reads as follows:
	397. (1) Subject to subsection (3), the value of all loans, investments and interests acquired by an association and any of its prescribed subsidiaries as a result of a realization of a security interest or pursuant to section 394 shall not be included in calculating the value of loans, investments and interests of the association and its prescribed subsidiaries under sections 398 to 403
	. . .
	(b) for a period of two years following the day on which the loan, investment or interest was acquired, in the case of a loan, investment or interest, other than an interest in real property.
	(2) Subsection 397(3) reads as follows:
	(3) Subsection (1) does not apply to any loan, investment or interest that is defined by regulations made pursuant to section 402 to be an interest in real property.
	Clause 147: Section 403 reads as follows:
	403. An association shall not, and shall not permit its prescribed subsidiaries to,
	(a) purchase or otherwise acquire any participating shares of any body corporate or any ownership interests in any unincorporated entity, other than those of an entity referred to in section 390 in which the association has, or by virtue of the acquisition would have, a substantial investment, or
	(b) acquire control of a body corporate that holds shares or ownership interests referred to in paragraph (a),
	if the aggregate value of
	(c) all participating shares, excluding participating shares of bodies corporate referred to in section 390 in which the association has a substantial investment, and
	(d) all ownership interests in unincorporated entities
	beneficially owned by the association and its prescribed subsidiaries exceeds, or the purchase or acquisition would cause that aggregate value to exceed, 35 per cent of the regulatory capital of the association.
	Clause 148: New.
	Clause 149: (1) Subsection 406(1.1) is new. Subsection 406(1) reads as follows:
	406. (1) An association shall not, without the approval in writing of the Superintendent, in any transaction or series of transactions with the same party during a period of twelve months, acquire or dispose of, directly or indirectly, assets, other than assets that are debt obligations referred to in subparagraphs (b)(i) to (iv) of the definition ``commercial loan'' in subsection 386(1), having a value in excess of 10 per cent of the total assets of the association within the meaning of section 400 as at the beginning of the twelve month period.
	(2) New.
	Clause 150: New.
	Clause 151: (1) and (2) The relevant portion of subsection 410(1) reads as follows:
	410. (1) For the purposes of this Part, a person is a related party of an association where the person
	. . .
	(b) is a director or an officer of the association;
	. . .
	(d) is an entity in which a director or an officer of the association has a substantial investment;
	(e) is an entity in which the spouse, or a child who is less than eighteen years of age, of a person described in paragraph (d) has a substantial investment;
	(f) is an entity that is controlled by a person referred to in any of paragraphs (a) to (c) or by an entity referred to in paragraph (d) or (e); or
	(g) is a person, or a member of a class of persons, designated under subsection (2) or (3) as, or deemed under subsection (4) to be, a related party of the association.
	(3) Subsections 410(5) to (7) read as follows:
	(5) Notwithstanding paragraph (1)(a), a person shall be deemed not to be a related party of an association where
	(a) the person would otherwise be a related party of the association by reason only that the person has a significant interest in a class of non-voting shares of the association that do not amount to more than 10 per cent of the equity, within the meaning of subsection 354(4), of the association; and
	(b) the Superintendent has, pursuant to subsection 354(3), exempted that class of non-voting shares of the association from the application of section 354.
	(6) For the purpose of determining whether an entity or a person has a substantial investment for the purposes of paragraph (1)(d) or (e), the references to ``control'' and ``controlled'' in section 12 shall be construed as references to ``control, within the meaning of section 3, determined without regard to paragraph 3(1)(e)'' and ``controlled, within the meaning of section 3, determined without regard to paragraph 3(1)(e)'', respectively.
	(7) For the purposes of paragraph (1)(f), ``controlled'' means ``controlled, within the meaning of section 3, determined without regard to paragraph 3(1)(e)''.
	Clause 152: Subsection 419(3) reads as follows:
	(3) Notwithstanding subsection 413(2), an association shall be deemed not to have indirectly entered into a transaction in respect of which this Part applies where the transaction is entered into by a service corporation, within the meaning of section 386, that is controlled by the association if subsection 426(1) is complied with.
	Clause 153: (1) Subsection 420(1) reads as follows:
	420. (1) Subject to subsection (2) and sections 421 and 422, an association may enter into any transaction with a related party of the association if the related party is
	(a) a natural person who is a related party of the association by reason only of being
	(i) a director or an officer of the association, or
	(ii) the spouse, or a child who is less than eighteen years of age, of a director or an officer of the association; or
	(b) an entity that is a related party of the association by reason only of being an entity
	(i) in which a director or an officer of the association, or the spouse or a child who is less than eighteen years of age of such person, has a substantial investment, or
	(ii) that is controlled by an entity in which a director or an officer of the association, or the spouse or a child who is less than eighteen years of age of such person, has a substantial investment.
	(2) Subsection 420(2) reads as follows:
	(2) An association may, with respect to a related party of the association referred to in subsection (1) who is a full-time officer of the association, make, take an assignment of or otherwise acquire a loan to the related party only if the aggregate principal amount of all outstanding loans to the related party that are held by the association and its subsidiaries, together with the principal amount of the proposed loan, does not exceed the greater of the annual salary of the related party and fifty thousand dollars.
	(3) Subsections 420(4) and (5) read as follows:
	(4) Notwithstanding section 425, an association may make a loan, other than a margin loan, to an officer of the association on terms and conditions more favourable to the officer than market terms and conditions, within the meaning of subsection 425(2), if those terms and conditions have been approved by the conduct review committee of the association.
	(5) Notwithstanding section 425, an association may offer financial services, other than loans or guarantees, to an officer of the association, on terms and conditions more favourable than market terms and conditions, within the meaning of subsection 425(2), where
	(a) the financial services are offered by the association to employees of the association on such favourable terms and conditions; and
	(b) the approval of the conduct review committee of the association has been obtained.
	Clause 154: Subsection 421(1) reads as follows:
	421. (1) Except with the concurrence of at least two thirds of the directors present at a meeting of the board of directors of the association, an association shall not, with respect to a related party of the association referred to in subsection 420(1),
	(a) make, take an assignment of or otherwise acquire a loan to the related party, including a margin loan referred to in section 422,
	(b) make a guarantee on behalf of the related party, or
	(c) make an investment in the securities of the related party
	if, immediately following the transaction, the aggregate of
	(d) the principal amount of all outstanding loans to the related party that are held by the association and its subsidiaries, other than
	(i) loans referred to in paragraph 415(b), and
	(ii) where the related party is a full-time officer of the association, loans to the related party that are permitted by subsection 420(2),
	(e) the sum of all outstanding amounts guaranteed by the association and its subsidiaries on behalf of the related party, and
	(f) where the related party is an entity, the book value of all investments by the association and its subsidiaries in the securities of the entity
	would exceed 2 per cent of the regulatory capital of the association.
	Clause 155: Section 422 reads as follows:
	422. The Superintendent may establish terms and conditions with respect to the making by an association of margin loans to any officer of the association.
	Clause 156: Sections 426 and 427 read as follows:
	426. (1) No association shall enter into any transaction permitted by this Part, except as provided in subsections 420(4) and (5), unless the conduct review committee of the association is satisfied that the transaction is on terms and conditions at least as favourable to the association as market terms and conditions, within the meaning of subsection 425(2), and has approved the transaction.
	(2) Nothing in this section or paragraph 200(3)(b) precludes the conduct review committee of an association from approving a general arrangement covering a number or series of transactions of a similar type or nature that may be entered into or made during the term of the arrangement.
	(3) An arrangement that is approved under subsection (2) shall be reviewed by the conduct review committee at least once a year during the term of the arrangement.
	(4) The approval of the conduct review committee under this section need not be obtained in respect of
	(a) transactions in respect of which subsection 421(1) applies;
	(b) transactions entered into pursuant to section 414; and
	(c) such transactions as are prescribed to be exempted from the requirements of this section.
	427. No association shall enter into any transaction, other than a transaction referred to in paragraph 426(4)(b) or (c), with any person who has ceased to be a related party of the association during the period of twelve months after the date on which the person ceased to be a related party of the association, unless the conduct review committee of the association is satisfied that the transaction is on terms and conditions at least as favourable to the association as market terms and conditions, within the meaning of subsection 425(2), and has approved the transaction.
	Clause 157: Section 429 reads as follows:
	429. Where an association has entered into a transaction that the association is prohibited from entering into by this Part or where an association has entered into a transaction for which approval is required under subsection 421(1) or 426(1) or section 427 without having obtained the approval, the association shall, on becoming aware of that fact, forthwith notify the Superintendent.
	Clause 158: Paragraph 435(2)(a.1) is new. The relevant portion of subsection 435(2) reads as follows:
	(2) Nothing in subsection (1) prevents the Superintendent from disclosing any information
	(a) to any government agency or regulatory body charged with the regulation of financial institutions for purposes related to that regulation, and
	Clause 159: New.
	Clause 160: Paragraph 463(a.1) is new. The relevant portion of section 463 reads as follows:
	463. The Governor in Council may make regulations
	Clause 161: Subsection 466(1) reads as follows:
	466. (1) Every person who is guilty of an offence under any of subsections 465(1) to (4) is
	(a) in the case of a natural person, liable on summary conviction to a fine not exceeding one hundred thousand dollars or to imprisonment for a term not exceeding twelve months or to both; and
	(b) in the case of an entity, liable on summary conviction to a fine not exceeding five hundred thousand dollars.
	Clause 162: Section 467 reads as follows:
	467. Where an entity commits an offence under this Act, any director, officer or agent of the entity who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and is liable on summary conviction to the punishment provided for the offence whether or not the entity has been prosecuted or convicted.
	Clause 163: Paragraph 474(1)(a.1) is new. The relevant portion of subsection 474(1) reads as follows:
	474. (1) Every central is deemed to be an association incorporated under this Act for the purposes of
	Green Shield Canada Act
	Clause 164: The relevant portion of subsection 17(1) reads as follows:
	17. (1) The following provisions of the Insurance Companies Act, as those provisions read on the coming into force of An Act to amend, enact and repeal certain laws relating to financial institutions, enacted during the 2nd Session of the 35th Parliament, together with any regulations made thereunder, apply to the Association, with such modifications as the circumstances require and subject to any express provision elsewhere in this Act, namely:
	. . .
	(e) sections 160 to 162 and 165 to 167, subsection 168(1), sections 170 to 172, subsections 174(1), (3) to (6), subsection 174(7) (excepting therefrom the reference to subsection 173(4)), subsections 175(1) and (4), sections 177 and 189 to 194, subsection 195(1), sections 196 and 202 to 206, paragraphs 207(a), (b), (c), (f), (h) and (i), section 208 to 215, paragraphs 216(2)(d) and (e), subsections 217(1) and (2), paragraphs 217(3)(a) and (c), sections 218 to 223, 244, 254 to 256 and 260, subsections 261(1) and (2) and 262(1) to (6), sections 266 to 268, paragraphs 269(a) and (b), sections 270, 278, 279 and 330, subsections 331(1) and (2), paragraphs 331(3)(b) and (c), subsection 331(4), sections 332 to 357 and 359 to 380, paragraph 381(1)(a), subsection 381(2) and sections 382 to 406 of Part VI;
	Insurance Companies Act
	Clause 165: (1) The definitions ``actuary'', ``life company'' and ``society'' in subsection 2(1) read as follows:
	``actuary'' means
	(a) in respect of a company, the actuary of the company appointed under subsection 49(1), paragraph 165(2)(i) or section 362,
	(b) in respect of a society, the actuary of the society appointed under subsection 49(1), section 362, as applied by subsection 547(1), or subsection 547(2),
	(c) in respect of a foreign company, the actuary of the foreign company for its insurance business in Canada appointed under section 623, and
	(d) in respect of a provincial company, the actuary of the provincial company appointed in respect of its insurance business under section 362, as applied by subsection 656(1), or subsection 656(3),
	and, in the expression ``independent actuary'', means a Fellow of the Canadian Institute of Actuaries;
	``life company'' means a company or a provincial company that is per mitted to insure risks falling within the class of life insurance, other than a company or a provincial company that is also permitted to in sure risks falling within any other class of insurance, other than acci dent and sickness insurance, accident insurance, personal accident insurance and sickness insurance;
	``society'' means a body corporate referred to in subsection 13(2);
	(2) Paragraph (a.1) of the definition ``complainant'' in subsection 2(1) is new. The relevant portion of the definition ``complainant'' in subsection 2(1) reads as follows:
	``complainant'', in relation to a company or any matter concerning a company, means
	(a) a registered holder or beneficial owner, and a former registered holder or beneficial owner, of a security of a company or any of its affiliates,
	(b) a director or an officer, or a former director or officer, of a company or any of its affiliates, or
	(3) The relevant portion of the definition ``financial institution'' in subsection 2(1) reads as follows:
	``financial institution'' means
	(a) a company,
	(4) New.
	Clause 166: The relevant portion of subsection 11(1) reads as follows:
	11. (1) Subject to subsection (2), for the purposes of this Act, a security of a body corporate
	Clause 167: Subsection 13(2) reads as follows:
	(2) This Part and Parts II to IV, sections 254 to 259 and Parts X, XII and XV to XVII apply to every body corporate
	(a) that is incorporated or continued as a society under this Act, or
	(b) to which any of the provisions of Parts I and II, Part III, except section 77, Part IV, except sections 123 to 130 and 153 to 158, and Parts V and VII of the Canadian and British Insurance Companies Act applied immediately before the coming into force of this section
	and that is not discontinued under this Act.
	Clause 168: Section 21 reads as follows:
	21. (1) Unless the rights of a company or society are terminated pursuant to this Act, the right of a company or society to carry on its business is limited in the following manner, namely,
	(a) if Parliament sits on at least twenty days during the month of March in the year that is five years after the year in which this section comes into force, neither a company nor a society shall carry on its business after March 31 of that year; and
	(b) if Parliament does not sit on at least twenty days during the month of March in the year that is five years after the year in which this section comes into force, neither a company nor a society shall carry on its business after the sixtieth sitting day of Parliament next following March 31 of that year.
	(2) For the purposes of this section, Parliament is deemed to sit on each day that either House of Parliament sits.
	Clause 169: Subsection 23(2) reads as follows:
	(2) Letters patent incorporating a society may not be issued if the society is to operate for profit or as a commercial enterprise or its property is not to be under the control of persons periodically elected by members of the society or is not to be held in the name of the society.
	Clause 170: (1) Section 32 reads as follows:
	32. (1) A body corporate incorporated under the Canada Business Corporations Act or any other Act of Parliament may apply to the Minister for letters patent continuing the body corporate as a company under this Act.
	(2) A body corporate incorporated otherwise than by or under an Act of Parliament may, if so authorized by the laws of the jurisdiction where it is incorporated, apply to the Minister for letters patent continuing the body corporate as a company under this Act.
	(2) New.
	Clause 171: (1) Subsection 33(1) reads as follows:
	33. (1) Where a body corporate applies for letters patent under subsection 32(1) or (2), sections 23 to 27 apply in respect of the application, with such modifications as the circumstances require.

	(2) Subsection 33(2) reads as follows:
	(2) Where a body corporate applies for letters patent under subsection 32(1) or (2), the application must be duly authorized by a special resolution.
	Clause 172: (1) Subsection 34(1) reads as follows:
	34. (1) On the application of a body corporate under subsection 32(1) or (2), the Minister may, subject to this Part, issue letters patent continuing the body corporate as a company under this Act.

	(2) Subsection 34(3) is new. Subsection 34(2) reads as follows:
	(2) Where letters patent are issued to a body corporate under subsection (1), section 28 applies in respect of the issue of the letters patent, with such modifications as the circumstances require.
	Clause 173: New.
	Clause 174: Section 36 reads as follows:
	36. (1) Where a body corporate is continued as a company under this Part, the Superintendent shall forthwith send a copy of the letters patent to the appropriate official or public body in the jurisdiction in which the body corporate was authorized to apply to be continued under this Act.
	(2) The Superintendent shall cause to be published in the Canada Gazette a notice of the issuance of letters patent continuing a body corporate as a company under this Act.
	Clause 175: The relevant portion of section 37 reads as follows:
	37. Where a body corporate is continued as a company under this Part,
	(a) the property of the body corporate continues to be the property of the company;
	(b) the company continues to be liable for the obligations of the body corporate;
	. . .
	(d) a civil, criminal or administrative action or proceeding pending by or against the body corporate may continue to be prosecuted by or against the company;
	(e) a conviction against, or any ruling, order or judgment in favour of or against the body corporate may be enforced by or against the company;
	(f) a person who, on the day the body corporate becomes a company, was the holder of a security issued by the body corporate is not deprived of any right or privilege available to the person at that time in respect of the security or relieved of any liability in respect thereof, but any such right or privilege may be exercised only in accordance with this Act; and
	(g) the by-laws of the body corporate, except those that are in conflict with this Act, continue as the by-laws of the company.
	Clause 176: (1) and (2) The relevant portion of subsection 38(1) reads as follows:
	38. (1) Notwithstanding anything in this Act or the regulations, the Governor in Council may, on the recommendation of the Minister, by order, grant to a company in respect of which letters patent were issued pursuant to subsection 34(1) permission to
	(a) engage in a business activity specified in the order that a company is not otherwise permitted by this Act to engage in and that the body corporate continued as the company was engaging in at the time the application for the letters patent was made;
	. . .
	(d) hold assets that a company is not otherwise permitted by this Act to hold if the assets were held by the body corporate continued as the company at the time the application for the letters patent was made;
	(e) acquire and hold assets that a company is not otherwise permitted by this Act to acquire or hold if the body corporate continued as the company was obliged, at the time the application for the letters patent was made, to acquire those assets; and
	(3) The relevant portion of subsection 38(2) reads as follows:
	(2) The permission granted under subsection (1) shall be expressed to be granted for a period specified in the order not exceeding
	(4) Subsections 38(3) and (4) read as follows:
	(3) Subject to subsection (4), the Governor in Council may, by order, renew a permission granted by order under subsection (1) with respect to any matter described in paragraphs (1)(b) to (e) for such further period or periods as the Governor in Council deems necessary.
	(4) The Governor in Council shall not grant to a company any permission
	(a) with respect to matters described in paragraph (1)(b), that purports to be effective more than ten years after the date of the approval for the company to commence and carry on business, unless the Governor in Council is satisfied on the basis of evidence on oath provided by an officer of the company that the company will not be able at law to redeem at the end of the ten years the outstanding debt obligations to which the permission relates; and
	(b) with respect to matters described in paragraphs (1)(d) and (e), that purports to be effective more than ten years after the date of the approval for the company to commence and carry on business.
	Clause 177: The relevant portion of subsection 42(1) reads as follows:
	42. (1) A company or society may not be incorporated under this Act with a name
	. . .
	(c) that is the same as or, in the opinion of the Superintendent, confusingly similar to any existing
	(d) that is the same as or, in the opinion of the Superintendent, confusingly similar to the known name under or by which any entity carries on business or is identified; or
	Clause 178: Subsections 52(3) to (5) read as follows:
	(3) Except in respect of a body corporate that is continued as a company under this Act for the purposes of forthwith amalgamating with one or more bodies corporate and continuing as a company under this Act, where letters patent continuing a body corporate as a company under this Act are issued, the Superintendent shall make an order approving the commencement and carrying on of business by the company.
	(4) Where letters patent amalgamating and continuing two or more bodies corporate as a company under this Act are issued, the Superintendent shall make an order approving the commencement and carrying on of business by the company.
	(5) For greater certainty, subsection 53(2) and section 57 do not apply in respect of a company referred to in subsections (3) and (4).
	Clause 179: Subsection 57(2) reads as follows:
	(2) No order approving the commencement and carrying on of business of a society shall be made if the society operates for profit or as a commercial or business enterprise or the property or funds of the society are under the control of persons not periodically elected by members of the society, or are not held in the name of the society.
	Clause 180: Subsections 63(2) and (3) reads as follows:
	(2) A mutual company shall not issue any share that confers on the holder thereof the right
	(a) to vote at meetings of the company; or
	(b) to receive any of the remaining property of the company on dissolution.
	(3) Paragraph (2)(a) does not apply in respect of any share that confers on the holder thereof the right to vote by reason of an event that has occurred and is continuing or by reason of a condition that has been fulfilled.
	Clause 181: The relevant portion of subsection 65(1) reads as follows:
	65. (1) The by-laws of a company may provide for more than one class of shares and, if they so provide, shall set out
	Clause 182: New.
	Clause 183: New.
	Clause 184: Subsections 83(5) to (8) read as follows:
	(5) A property and casualty company shall not, in any particular calendar year, declare dividends to shareholders the aggregate amount of which exceeds a proportion, as specified in subsection (6), of the average annual profits of the company for the three calendar years preceding that particular calendar year unless prior approval is granted by the Minister.
	(6) For the purposes of subsection (5), the proportion is 25 per cent in the case of a property and casualty company for which the aggregate of its paid capital, surplus and general or contingency reserves as shown in its most recent annual return filed with the Superintendent pursuant to section 665 is less than five million dollars, and 75 per cent in any other case.
	(7) For the purposes of subsection (5), the average annual profits of a property and casualty company for the three calendar years referred to in subsection (5) shall be taken as one third of the total profits of the company for that period, computed by adding the total dividends to shareholders declared during that period to the surplus and general or contingency reserves at the end of that period, and deducting from the sum thereof the surplus and general or contingency reserves at the beginning of that period, all as shown in the appropriate annual returns filed with the Superintendent pursuant to section 665.
	(8) For the purposes of determining the average annual profits for the three calendar years preceding any particular calendar year of a property and casualty company that has not been in existence for three calendar years, the profit for any year that the company was not in existence shall be deemed to be zero.
	Clause 185: New.
	Clause 186: (1) Subsections 142(2.1) and (3.1) to (3.3) are new. Subsection 142(3) reads as follows:
	(3) If no record date is fixed pursuant to subsection (1) or (2),
	(a) the record date for the determination of shareholders or policyholders for any purpose, other than to establish a shareholder's or policyholder's right to receive notice of, or to vote at, a meeting or the right to receive payment of a policy dividend or bonus, is the day on which the directors pass the resolution relating to the particular purpose; and
	(b) the record date for the determination of shareholders or policyholders entitled to receive notice of, or to vote at, a meeting of shareholders or policyholders is
	(i) the day immediately preceding the day on which the notice is given, or
	(ii) if no notice is given, the day on which the meeting is held.
	(2) The relevant portion of subsection 142(4) reads as follows:
	(4) Subject to subsection (5), where a record date is fixed for a company, notice thereof shall, not less than seven days before the record date, be given
	(3) Subsection 142(5) reads as follows:
	(5) Notice of a record date fixed for a company need not be given where the company has no policyholders who are entitled to vote and where notice of the record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the central securities register at the close of business on the date the directors fix the record date.
	Clause 187: (1) The relevant portion of subsection 143(1) reads as follows:
	143. (1) Notice of the time and place of a meeting of shareholders or policyholders of a company shall be sent not less than twenty-one days or more than fifty days before the meeting to
	. . .
	(b) each policyholder entitled to vote at the meeting who has within three years before the record date fixed or determined under subsection 142(2) or (3) completed and returned to the company the form referred to in paragraph 164(1)(b);
	(2) New.
	(3) The relevant portion of subsection 143(3) reads as follows:
	(3) In addition to the notice required under subsection (1),
	. . .
	(b) where the company is a mutual company, notice of the time and place of the meeting of policyholders of the company, together with information on the means by which any policyholder can receive the notice referred to in that subsection, 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.
	Clause 188: Subsection 144(2) reads as follows:
	(2) If a meeting of shareholders or policyholders is adjourned by one or more adjournments for an aggregate of thirty days or more, notice of the adjourned meeting shall be given as for an original meeting but, unless the meeting is adjourned by one or more adjournments for an aggregate of more than ninety days, subsection 283(1) does not apply.
	Clause 189: Subsection 145(1) reads as follows:
	145. (1) All matters dealt with at a special meeting of shareholders or policyholders and all matters dealt with at an annual meeting of shareholders and policyholders, except consideration of the financial statements, auditor's report, election of directors, remuneration of directors and re-appointment of the incumbent auditor, are deemed to be special business.
	Clause 190: Section 146 reads as follows:
	146. (1) A shareholder, policyholder and any other person entitled to attend a meeting of shareholders or policyholders may in any manner waive notice of a meeting of shareholders or policyholders.
	(2) Attendance at a meeting of shareholders or policyholders is a waiver of notice of the meeting, except when a 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.
	Clause 191: The relevant portion of subsection 147(4) reads as follows:
	(4) A proposal may include nominations for the election of directors if the proposal is signed by
	. . .
	(b) at least five hundred 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.
	Clause 192: (1) Subsections 149(1.1) and (1.2) are new. Subsection 149(1) reads as follows:
	149. (1) A company shall, not later than ten days after the record date fixed under subsection 142(2), or, if no record date is fixed,
	(a) at the close of business on the day immediately preceding the day on which the notice is given, or
	(b) where no notice is given, on the day on which the meeting is held,
	prepare
	(c) a list 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
	(d) a list, which may be in electronic form, of its policyholders entitled to vote at the meeting.
	(2) The relevant portion of subsection 149(2) reads as follows:
	(2) A person named in a list prepared under paragraph (1)(c) is, subject to this Act, entitled to vote the shares shown opposite that person's name at the meeting to which the list relates, except to the extent that
	(3) Subsection 149(3) reads as follows:
	(3) Subject to this Act, a person named in a list prepared under paragraph (1)(d) is entitled to vote at the meeting to which the list relates, except to the extent that the person has, after the record date fixed under subsection 142(2) or, if no record date is fixed, 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.
	Clause 193: Section 153 reads as follows:
	153. (1) The holder of one or more participating policies issued by a company on which no premiums are due is entitled to attend, and is also entitled to one vote at, a meeting of policyholders or shareholders and policyholders of the company.
	(2) Notwithstanding subsection (1), the holder of a participating policy that was issued by a former-Act company before the coming into force of this Part on which no premiums are due 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 the coming into force of this Part.
	Clause 194: (1) Subsections 154(1) and (2) read as follows:
	154. (1) Where the terms of a policy issued by a company on which no premiums are due entitle the holder thereof to vote at a meeting of policyholders or shareholders and policyholders of the company or the by-laws of a company entitle the holder of a policy issued by the company to vote at such a meeting, the holder of one or more policies, other than participating policies, issued by the company is entitled to attend, and is also entitled to one vote at, a meeting of policyholders or shareholders and policyholders.
	(2) Notwithstanding subsection (1), the holder of a policy, other than a participating policy, that was issued by a former-Act company before the coming into force of this Part on which no premiums are due 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 the coming into force of this Part.
	(2) The relevant portion of subsection 154(3) reads as follows:
	(3) The holder of one or more participating policies issued by a company on which no premiums are due and one or more policies, other than participating policies, referred to in subsection (1) on which no premiums are due
	Clause 195: The relevant portion of subsection 159(4) reads as follows:
	(4) On receipt of a requisition referred to in subsection (1) or (2), the directors shall call a meeting of shareholders or policyholders to transact the business stated in the requisition, unless
	. . .
	(c) the business of the meeting as stated in the requisition includes matters described in paragraphs 147(5)(b) to (e) and (h).
	Clause 196: Subsection 160(1.1) is new. Subsection 160(1) reads as follows:
	160. (1) Where it is impracticable
	(a) to call a meeting of shareholders or policyholders of a company in the manner in which meetings of those shareholders or policyholders are to be called, or
	(b) to conduct the meeting in the manner required by the by-laws and this Act,
	or where a court thinks fit to do so for any other reason, the court, on the application of a director or a shareholder or policyholder entitled to vote at the meeting, may order a meeting to be called, held and conducted in such manner as the court directs.
	Clause 197: Sections 164.01 to 164.07 are new. Section 164 and the heading before it read as follows:
	Triennial Solicitation of Policyholders
	164. (1) A company shall, at the time of the application for or issuance of a policy the holder of which is entitled to vote at meetings of the policyholders or shareholders and policyholders of the company and at least once every three years thereafter,
	(a) advise the policyholder of the policyholder's right to attend and to vote in person or by proxy at those meetings;
	(b) provide the policyholder with a form for the policyholder to complete and return to the company if the policyholder wishes to receive notices of the meetings of the policyholders or shareholders and policyholders during the next three years; and
	(c) provide the policyholder with a form of proxy.
	(2) Subsection (1) does not apply in respect of a company that is providing its policyholders with notices of all meetings of policyholders and shareholders.
	(3) For greater certainty but subject to subsection (2), subsection (1) applies in respect of a policy issued before the coming into force of this section and requires a company, within three years after the coming into force of this section and at least once every three years thereafter, to do the things referred to in that subsection in relation to such a policy.
	Division I.1 of Part VI is new. Division VII of Part VI relates to proxies. That Division is repealed by clause 230 and is reenacted, with amendments, by clause 197 as Division I.1 of Part VI. Division VII of Part VI reads as follows:
	DIVISION VII
	PROXIES
	280. In this Division,
	``registrant'' means a securities broker or dealer required to be regis tered to trade or deal in securities under the laws of any jurisdiction;
	``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 under section 283,
	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 286, or
	(h) a solicitation by a person in respect of shares of which that person is the beneficial owner;
	``solicitation by or on behalf of the management of a company'' means a solicitation by any person pursuant to a resolution or instructions of, or with the acquiescence of, the directors or a committee of the directors of the company.
	281. (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.
	(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.
	(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) 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); or
	(b) the form of proxy was sent to a policyholder pursuant to section 164.
	(4) No appointment of a proxyholder by executing a form of proxy sent to a policyholder pursuant to section 164 provides authority for the proxyholder to act in respect of business referred to in paragraph 143(1)(c).
	(5) No appointment of a proxyholder by executing a form of proxy sent, after a company receives a dissident's proxy circular, to a policyholder pursuant to section 164 provides authority for the proxyholder to act at the meeting in respect of which the dissident's proxy circular is sent.
	(6) 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.
	(7) Subject to subsections (4) and (5), a proxy given by a policyholder by executing a form of proxy sent to the policyholder pursuant to section 164 is valid for a period of three years after it is given or a lesser period specified in the proxy and at any adjournment of a meeting begun during that period and any other proxy is valid only at the meeting in respect of which it is given or any adjournment thereof.
	(8) 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 preceding the day of a meeting, or an adjournment thereof, at which the proxy is to be used, or
	(ii) with the chairperson of the meeting on the day of the meeting or an adjournment thereof; or
	(b) in any other manner permitted by law.
	282. (1) The directors may specify in a notice calling a meeting of shareholders or policyholders a time preceding the meeting or an adjournment thereof before which time executed forms of proxy to be used at the meeting must be deposited with the company or its transfer agent.
	(2) The time specified for the deposit of forms of proxy may not precede the 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.
	283. (1) Subject to subsection 144(2) and subsection (2), the management of a company shall, concurrently with giving notice of a meeting of shareholders, send a form of proxy in prescribed form to each shareholder entitled to receive notice of the meeting.
	(2) Where a company has fewer than fifteen shareholders, two or more joint holders being counted as one shareholder, the management of the company is not required to send a form of proxy to the shareholders under subsection (1).
	284. (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, or
	(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, if paragraph (b) applies, to the company.
	(2) A person who sends a management proxy circular or dissident's proxy circular shall concurrently file with the Superintendent
	(a) in the case of a management proxy circular, a copy thereof together with a copy of the notice of meeting, form of proxy and any other documents for use in connection with the meeting; and
	(b) in the case of a dissident's proxy circular, a copy thereof together with a copy of the form of proxy and any other documents for use in connection with the meeting.
	(3) Subsection (1) does not apply in respect of the solicitation of proxies by the provision of a form of proxy pursuant to section 164.
	(4) On the application of an interested person, the Superintendent may, on such terms as the Superintendent thinks fit, exempt the interested person from any of the requirements of subsection (1) and section 283, and the exemption may be given retroactive effect.
	(5) The Superintendent shall set out in a periodical available to the public the particulars of exemptions granted under subsection (4) together with the reasons therefor.
	285. (1) A person who solicits a proxy and is appointed proxyholder shall attend in person or cause an alternate proxyholder to attend every meeting in respect of which the proxy is valid, and the proxyholder or alternate proxyholder shall comply with the directions of the shareholder or policyholder who executed the form of proxy.
	(2) A proxyholder or an alternate proxyholder has the same rights as the appointing shareholder or policyholder to speak at a meeting of shareholders or policyholders in respect of any matter, to vote by way of ballot at the meeting and, except where a proxyholder or an alternate proxyholder has conflicting instructions from more than one shareholder or policyholder, to vote at such a meeting in respect of any matter by way of a show of hands.
	(3) Notwithstanding subsections (1) and (2), where the chairperson of a meeting of shareholders or policyholders declares to the meeting that, if a ballot is conducted, the total number of votes represented at the meeting by proxy required to be voted against what, to the knowledge of the chairperson, will be the decision of the meeting in relation to any matter or group of matters is less than 5 per cent of all the votes that might be cast at the meeting on the ballot, then, unless a shareholder, policyholder or proxyholder demands a ballot,
	(a) the chairperson may conduct the vote in respect of that matter or group of matters by way of a show of hands; and
	(b) a proxyholder or alternate proxyholder may vote in respect of that matter or group of matters by way of a show of hands.
	286. (1) Shares of a company that are registered in the name of a registrant or registrant's nominee and that are not beneficially owned by the registrant shall not be voted unless the registrant forthwith after receipt thereof sends to the beneficial owner
	(a) a copy of the notice of the meeting, annual statement, management proxy circular, dissident's proxy circular and any other documents, other than the form of proxy, that were sent to shareholders by or on behalf of any person for use in connection with the meeting; and
	(b) a written request for voting instructions, except where the registrant has already received written voting instructions from the beneficial owner.
	(2) A registrant shall not vote or appoint a proxyholder to vote shares of a company registered in the registrant's name or in the name of the registrant's nominee that the registrant does not beneficially own unless the registrant receives voting instructions from the beneficial owner.
	(3) A person by or on behalf of whom a solicitation is made shall, at the request of a registrant, forthwith provide the registrant, at that person's expense, with the necessary number of copies of the documents referred to in paragraph (1)(a).
	(4) A registrant shall vote or appoint a proxyholder to vote any shares referred to in subsection (1) in accordance with any written voting instructions received from the beneficial owner.
	(5) If requested by a beneficial owner, a registrant shall appoint the beneficial owner or a nominee of the beneficial owner as proxyholder.
	(6) The failure of a registrant to comply with any of subsections (1) to (5) does not render void any meeting of shareholders or policyholders or any action taken at the meeting.
	(7) Nothing in this Part gives a registrant the right to vote shares that the registrant is otherwise prohibited from voting.
	287. (1) If a form of proxy, management proxy circular or dissident's proxy circular contains an untrue statement of a material fact or omits to state a material fact required therein or necessary to make a statement contained therein not misleading in the light of the circumstances in which it was made, an interested person or the Superintendent may apply to a court and the court may make any order it thinks fit including, without limiting the generality of the foregoing,
	(a) an order restraining the solicitation or the holding of the meeting, or restraining any person from implementing or acting on any resolution passed at the meeting, to which the form of proxy, management proxy circular or dissident's proxy circular relates;
	(b) an order requiring correction of any form of proxy or proxy circular and a further solicitation; and
	(c) an order adjourning the meeting.
	(2) Where a person other than the Superintendent is an applicant under subsection (1), the applicant shall give to the Superintendent notice of the application and the Superintendent is entitled to appear and to be heard in person or by counsel.
	Clause 199: The relevant portion of subsection 165(3) reads as follows:
	(3) Paragraphs (2)(a) and (b) do not apply to the directors of a company where
	(a) all the voting shares of the company, other than directors' qualifying shares, if any, are beneficially owned by a Canadian financial institution incorporated by or under an Act of Parliament;
	Clause 200: The relevant portion of subsection 168(1) reads as follows:
	168. (1) The following persons are disqualified from being directors of a company:
	. . .
	(e) a person who holds shares of the company where, by section 418 or 430, the person is prohibited from exercising the voting rights attached thereto;
	(f) a person who is an officer, director or full time employee of an entity that holds shares of the company where, by section 418 or 430, the entity is prohibited from exercising the voting rights attached thereto;
	Clause 201: Subsection 171(2) reads as follows:
	(2) Subsection (1) does not apply where
	(a) all the voting shares of a company, other than directors' qualifying shares, if any, are beneficially owned by a Canadian financial institution incorporated by or under an Act of Parliament; and
	(b) there are no policyholders who are entitled to vote.
	Clause 202: Subsection 173(4) reads as follows:
	(4) The number of shareholders' directors and the number of policyholders' directors, whether determined by by-law or fixed by the directors, must each be at least one third of the total number of directors.
	Clause 203: Subsection 176(3) reads as follows:
	(3) Subsection (2) does not apply where any shareholder of a company beneficially owns all the voting shares of the company that are for the time being outstanding, other than directors' qualifying shares, if any.
	Clause 204: Section 178 reads as follows:
	178. (1) If, immediately after any purported election or appointment of directors, the composition of the board of directors would fail to comply with subsection 167(2), section 172 or subsection 173(4), the purported election or appointment of all persons purported to be elected or appointed at that time is void.
	(2) If, after any purported election or appointment of directors, the composition of the board of directors would fail to comply with subsection 171(1), then, unless the directors within forty-five days after the discovery of the non-compliance develop a plan, approved by the Superintendent, to rectify the non-compliance, the purported election or appointment of all persons purported to be elected or appointed at that time is void.
	(3) Subsections (1) and (2) do not apply in respect of any former-Act company until the day of the third annual meeting of shareholders and policyholders after the coming into force of this section.
	(4) Where, at the close of a meeting of shareholders or policyholders of a company, the shareholders or policyholders have failed to elect the number or minimum number of directors required by this Act or the by-laws of a company, the purported election of directors at the meeting
	(a) is valid if the directors purported to be elected and those incumbent directors, if any, whose terms did not expire at the close of the meeting, together constitute a quorum; or
	(b) is void if the directors purported to be elected and those incumbent directors, if any, whose terms did not expire at the close of the meeting, together do not constitute a quorum.
	Clause 205: Subsections 179(1) to (3) read as follows:
	179. (1) Where, at the close of any meeting of shareholders or policyholders of a company, subsection 178(1) or (4) applies, then, notwithstanding subsections 174(3) and (4) and paragraphs 176(1)(f) and 180(1)(a), the board of directors shall, until such time as their successors are elected or appointed, consist solely of
	(a) where paragraph 178(4)(a) applies, the directors referred to in that paragraph; or
	(b) where subsection 178(1) or paragraph 178(4)(b) applies, those persons who were the incumbent directors immediately before the meeting.
	(2) Where, at the expiration of the forty-five day period referred to in subsection 178(2), a plan to rectify the non-compliance with subsection 171(1) has not been approved by the Superintendent, then, notwithstanding subsections 174(3) and (4) and paragraphs 176(1)(f) and 180(1)(a), the board of directors shall, until such time as their successors are elected or appointed, consist solely of those persons who were the incumbent directors immediately before the meeting.
	(3) Where subsection (1) or (2) applies, the board of directors referred to in that subsection shall forthwith call a special meeting of shareholders or policyholders to fill the vacancies where paragraph 178(4)(a) applies or elect a new board of directors where subsection 178(1) or (2) or paragraph 178(4)(b) applies.
	Clause 206: New.
	Clause 207: Section 189 reads as follows:
	189. Unless the by-laws otherwise provide, the directors may meet at any place, and on such notice as the by-laws require.
	Clause 208: New.
	Clause 209: Subsection 195(2) reads as follows:
	(2) A company shall attach to the notice of each annual meeting it sends to its shareholders and policyholders a statement showing, in respect of the period of twelve months immediately preceding the date of the notice, the total number of directors' meetings and directors' committee meetings held during that period and the number of such meetings attended by each director.
	Clause 210: Paragraph 203(3)(c.1) is new. The relevant portion of subsection 203(3) reads as follows:
	(3) The audit committee of a company shall
	. . .
	(c) ensure that appropriate internal control procedures are in place;
	Clause 211: (1) The relevant portion of subsection 204(3) reads as follows:
	(3) The conduct review committee of a company shall
	(a) establish procedures for the review of transactions with related parties of the company to which Part XI applies;
	(b) review all proposed transactions with related parties of the company in accordance with Part XI; and
	(2) Subsections 204(4) to (6) read as follows:
	(4) A company shall report to the Superintendent on the mandate and responsibilities of the conduct review committee and the procedures established by the committee under paragraph (3)(a).
	(5) After each meeting of the conduct review committee of a company, the committee shall report to the directors of the company on all transactions and other matters reviewed by the committee.
	(6) Within ninety days after the end of each financial year, the directors of a company shall report to the Superintendent on the proceedings of the conduct review committee and on all transactions and other matters reviewed by the committee during the year.
	Clause 212: The relevant portion of section 207 reads as follows:
	207. The directors of a company may not delegate any of the following powers, namely, the power to
	. . .
	(f) authorize the payment of a commission on a securities issue;
	Clause 213: (1) The relevant portion of subsection 212(1) reads as follows:
	212. (1) A director referred to in subsection 211(1) shall not be present or vote on any resolution to approve the contract unless the contract is
	(2) New.
	Clause 214: Section 224 reads as follows:
	224. (1) On the application of a company duly authorized by special resolution, the Minister may approve a proposal to
	(a) change the name of the company; or
	(b) add, change or remove any provision that is permitted by this Act to be set out in the company's incorporating instrument.
	(2) Before an application is made to the Minister pursuant to subsection (1) to change the name of a company, a notice of intention to make the application must be published by the applicant at least once a week for a period of four consecutive weeks in the Canada Gazette and in a newspaper in general circulation at or near the place where the head office of the company is situated.
	Clause 215: New.
	Clause 216: New.
	Clause 217: (1) The relevant portion of subsection 238(1) reads as follows:
	238. (1) The directors of a company may make, amend or repeal any by-laws, in the manner set out in subsections (2) and (3) and sections 239 to 244, to
	. . .
	(j) increase or decrease the number of directors or the minimum or maximum number of directors, directors who are to be elected by the shareholders or directors who are to be elected by the policyholders, subject to subsections 167(1) and 173(4) and section 176; or
	(2) New.
	Clause 218: New.
	Clause 219: (1) The relevant portion of subsection 246(2) reads as follows:
	(2) Every amalgamation agreement shall set out the terms and means of effecting the amalgamation and, in particular,
	(2) New.
	Clause 220: Subsection 247(1) reads as follows:
	247. (1) An amalgamation agreement shall be submitted to the Minister for approval and any approval of such an agreement pursuant to subsection 248(5) by the shareholders or policyholders of an applicant is invalid unless, prior to the date of the approval, the Minister has approved the agreement in writing.
	Clause 221: (1) Subsection 248(1) reads as follows:
	248. (1) The directors of each applicant shall submit an amalgamation agreement for approval to a meeting of the shareholders and policyholders entitled to vote of the applicant company of which, or the shareholders of the body corporate of which, they are directors and, subject to subsection (3), to the holders of each class or series of shares.
	(2) Subsections 248(5) and (6) read as follows:
	(5) Subject to subsections (3) and (4), an amalgamation agreement is approved when the shareholders and the policyholders who are entitled to vote of each applicant company, and the shareholders of each applicant body corporate, have approved the amalgamation by special resolution.
	(6) An amalgamation agreement may provide that, at any time before the issue of letters patent of amalgamation, the agreement may be terminated by the directors of an applicant notwithstanding that the agreement has been approved by the shareholders or policyholders of all or any of the applicant companies or bodies corporate.
	Clause 222: (1) Subsection 250(1) reads as follows:
	250. (1) Subject to subsection (2), unless an amalgamation agreement is terminated in accordance with subsection 248(6), the applicants shall, within three months after the approval of the agreement in accordance with subsection 248(5) or the approval of the directors in accordance with subsection 249(1) or (2), jointly apply to the Minister for letters patent of amalgamation continuing the applicants as one company.
	(2) Subsection 250(3) reads as follows:
	(3) Where two or more bodies corporate, none of which is a company, apply for letters patent under subsection (1), sections 23 to 27 apply in respect of the application with such modifications as the circumstances require.
	Clause 223: Subsection 251(1) reads as follows:
	251. (1) Where an application has been made to the Minister in accordance with section 250, the Minister may issue letters patent of amalgamation continuing the applicants as one company.
	Clause 224: The relevant portion of subsection 252(1) reads as follows:
	252. (1) On the day provided for in the letters patent issued under section 251
	(a) the amalgamation of the applicants and their continuance as one company becomes effective;
	(b) the property of each applicant continues to be the property of the amalgamated company;
	(c) the amalgamated company continues to be liable for the obligations of each applicant;
	. . .
	(e) any civil, criminal or administrative action or proceeding pending by or against an applicant may be continued to be prosecuted by or against the amalgamated company;
	(f) any conviction against, or ruling, order or judgment in favour of or against, an applicant may be enforced by or against the amalgamated company;
	. . .
	(h) the letters patent of amalgamation are the incorporating instrument of the amalgamated company.
	Clause 225: (1) to (3) The relevant portion of subsection 253(1) reads as follows:
	253. (1) Notwithstanding anything in this Act or the regulations, the Governor in Council may, by order, on the recommendation of the Minister, grant to a company in respect of which letters patent were issued pursuant to subsection 251(1) permission to
	(a) engage in a business activity specified in the order that a company is not otherwise permitted by this Act to engage in and that one or more of the amalgamating bodies corporate was engaging in at the time application for the letters patent was made;
	. . .
	(d) hold assets that a company is not otherwise permitted by this Act to hold if the assets were held by one or more of the amalgamating bodies corporate at the time the application for the letters patent was made;
	(e) acquire and hold assets that a company is not otherwise permitted by this Act to acquire or hold if one or more of the amalgamating bodies corporate were obliged, at the time the application for the letters patent was made, to acquire those assets; and
	(4) Subsection 253(3) reads as follows:
	(3) Subject to subsection (4), the Governor in Council may, by order, renew a permission granted by order under subsection (1) with respect to any matter described in any of paragraphs (1)(b) to (e) for such further period or periods as the Governor in Council deems necessary.
	(5) The relevant portion of subsection 253(4) reads as follows:
	(4) The Governor in Council shall not grant to a company any permission
	(a) with respect to matters described in paragraph (1)(b) that purports to be effective more than ten years after the date of the approval for the company to commence and carry on business unless the Governor in Council is satisfied on the basis of evidence on oath provided by an officer of the company that the company will not be able at law to redeem at the end of the ten years the outstanding debt obligations to which the permission relates; and
	Clause 226: (1) and (2) Subsection 254(1) reads as follows:
	254. (1) Except in accordance with this section, a company or society shall not enter into an agreement
	(a) to transfer all or any portion of its policies or to cause itself to be reinsured against all or any portion of the risks undertaken by it;
	(b) to purchase or reinsure all or any portion of the policies of any body corporate; or
	(c) to sell all or substantially all of its assets.
	(3) to (5) Paragraph 254(2)(a.1) is new. The relevant portion of subsection 254(2) reads as follows:
	(2) A company or society may, with the approval of the Minister, enter into an agreement to
	(a) transfer all or any portion of its policies to, or cause itself to be reinsured against all or any portion of the risks undertaken by it by, any company, society or foreign company that is authorized to transact the classes of insurance to be so transferred or reinsured;
	(b) transfer all or any portion of its policies, other than its policies in Canada, to, or cause itself to be reinsured against all or any portion of the risks undertaken by it, other than risks in respect of its policies in Canada, by, any other body corporate;
	(6) New.
	(7) Subsections 254(5) and (6) read as follows:
	(5) Where a company or society publishes a notice referred to in subsection (3), the company or society shall make the proposed agreement to which the notice relates available for the inspection of the shareholders, policyholders and members of the company or society at the head office of the company or society for a period of at least thirty days after the publication of the notice and provide a copy of the agreement to any shareholder, policyholder or member on request therefor in writing to the head office of the company or society.
	(6) Where the Superintendent is of the opinion that it is in the best interests of a group of policyholders affected by an agreement, the Superintendent may shorten the periods of thirty days referred to in subsections (3) and (5).
	Clause 227: Sections 255 to 259 read as follows:
	255. The Minister shall not approve an agreement under section 254 if the purchase or reinsuring would cause any company or society that would be a party to the agreement to be in contravention of any regulation referred to in any of subsections 515(1) and (2) and 516(1) and (2) or in any direction made pursuant to subsection 515(3) or 516(4).
	256. Sections 254 and 255 do not apply in respect of agreements to reinsure made by a company or society in the ordinary course of its business.
	257. (1) A company or society proposing to
	(a) transfer all or substantially all of its policies,
	(b) cause itself to be reinsured against all or substantially all of the risks undertaken by it, or
	(c) sell all or substantially all of its assets
	shall submit a proposed agreement for approval to a meeting of the shareholders and policyholders who are entitled to vote or members and, subject to subsection (3), to the holders of each class or series of shares.
	(2) Each share of a company carries the right to vote in respect of a proposed agreement whether or not the share otherwise carries the right to vote.
	(3) The holders of shares of a class or series of shares of a company are entitled to vote separately as a class or series in respect of a proposed agreement submitted under subsection (1) if the shares of the class or series are affected by the agreement in a manner different from the shares of another class or series.
	(4) Policyholders who are entitled to vote are entitled to vote separately from shareholders in respect of an agreement.
	(5) For the purpose of subsection (1), and subject to subsections (3) and (4), an agreement is approved when the shareholders and the policyholders who are entitled to vote and the members have approved the agreement by special resolution.
	258. Where a special resolution approving an agreement under subsection 257(5) so states, the directors of a company or society may, subject to the rights of third parties, abandon the agreement without further approval of the shareholders, policyholders or members.
	259. (1) Unless an agreement is abandoned in accordance with section 258, a company or society referred to in subsection 257(1) shall, within three months after the approval of the agreement in accordance with subsection 257(5), apply to the Minister for approval of the agreement.
	(2) An agreement has no force or effect until it has been approved by the Minister.
	Clause 228: The relevant portion of subsection 261(1) reads as follows:
	261. (1) A company shall prepare and maintain records containing
	. . .
	(e) particulars of exceptions granted by the Governor in Council pursuant to section 38 or 253 that are from time to time applicable to the company.
	Clause 229: Subsections 262(6) and (7) read as follows:
	(6) Every shareholder of a company is entitled, on request made not more frequently than once in each calendar year, to receive, free of charge, one copy of the by-laws of the company.
	(7) Every policyholder of a company who is entitled to vote is entitled, on payment of a reasonable fee, to receive a copy of the by-laws of the company.
	Clause 230: Division VII of Part VI is reproduced in the explanatory note to clause 197.
	Clause 231: Subsections 289(1) and (2) read as follows:
	289. (1) A person who, on the day before the coming into force of this section, would have been or would have been deemed to be an insider of a distributing company if this section had been in force on that day, shall, not later than sixty days after the coming into force of regulations prescribing the form of an insider report, send to the Superintendent an insider report in prescribed form.
	(2) A person who becomes an insider on or after the coming into force of this section shall send to the Superintendent an insider report in prescribed form not later than ten days after
	(a) the end of the month in which the person becomes an insider, or
	(b) the end of the month in which regulations prescribing the form of an insider report come into force,
	whichever is later.
	Clause 232: New.
	Clause 233: Subsections 331(4) and (5) read as follows:
	(4) The financial statements referred to in subsection (1) and paragraph (3)(c) and subsection 333(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.
	(5) Paragraph (2)(e) does not apply in respect of a mutual company.
	Clause 234: Subsection 334(3) is new. Subsection 334(2) reads as follows:
	(2) A company is not required to comply with subsection (1) with respect to a shareholder who has informed the company, in writing, that the shareholder does not wish to receive the annual statement.
	Clause 235: Section 335 reads as follows:
	335. (1) A company shall, not later than twenty-one days before each annual meeting of shareholders and policyholders of the company, send to the Superintendent a copy of the documents referred to in subsections 331(1) and (3).
	(2) Subject to section 334, where a company does not comply with subsection 334(1), the annual meeting at which the statement is to be considered shall be adjourned until such time as that subsection has been complied with.
	Clause 236: The heading before section 358 and sections 358 and 359 read as follows:
	Qualifications
	358. A natural person is qualified to be the actuary of a life company if the person is a Fellow of the Canadian Institute of Actuaries.
	359. (1) A natural person is qualified to be the actuary of a property and casualty company if the person
	(a) is a Fellow of the Canadian Institute of Actuaries; or
	(b) has, in the opinion of the Superintendent, training and experience that are relevant to the duties of the actuary of a company under this Act.
	(2) Paragraph (1)(b) ceases to have effect on July 31, 1992.
	Clause 237: Subsection 361(1) reads as follows:
	361. (1) The actuary of a company ceases to hold office
	(a) when
	(i) the actuary resigns as actuary of the company,
	(ii) the actuary ceases to be qualified under section 358 or 359,
	(iii) the actuary dies, or
	(iv) the appointment of the actuary is revoked by the directors of the company; or
	(b) on July 31, 1992 if the actuary is not on that day a Fellow of the Canadian Institute of Actuaries.
	Clause 238: Subsection 365.1(1) reads as follows:
	365.1 (1) Where the Superintendent is of the opinion that an actuary, other than the actuary of the company, should value the matters referred to in paragraph 365(1)(a) or (b), the Superintendent may appoint a person qualified under section 358 or 359 to carry out the valuation.
	Clause 239: (1) Subsection 383(2) reads as follows:
	(2) Where the Minister is satisfied on the basis of an application made pursuant to section 382 that
	(a) the circumstances warrant the voluntary liquidation and dissolution of a company, and
	(b) the company, in accordance with Division III,
	(i) has transferred or will be transferring all or substantially all of its policies, or
	(ii) has caused or will be causing itself to be reinsured against all or substantially all of the risks undertaken by it,
	the Minister may approve the application.
	(2) The relevant portion of subsection 383(4) reads as follows:
	(4) Where the Minister has approved an application made pursuant to section 382 with respect to a company, the company shall
	. . .
	(d) in accordance with Division III, transfer its remaining policies, or cause itself to be reinsured against the remaining risks undertaken by it; and
	Clause 240: The relevant portion of subsection 391(1) reads as follows:
	391. (1) A liquidator shall
	. . .
	(d) in accordance with Division III, transfer the remaining policies of the company, or cause the company to be reinsured against the remaining risks undertaken by it;
	Clause 241: Subsection 407(5) reads as follows:
	(5) Subsection (4) does not apply in respect of any company referred to in that subsection that, on the day on which the company was converted into a company with common shares, had total assets in an amount that is less than the amount prescribed for the purposes of this subsection.
	Clause 242: New.
	Clause 243: Section 408 reads as follows:
	408. (1) No company shall, unless the acquisition of the share has been approved by the Minister, record in its securities register a transfer or issue of any share of the company to any person or to any entity controlled by a person if
	(a) the transfer or issue of the share would cause the person to have a significant interest in any class of shares of the company; or
	(b) where the person has a significant interest in a class of shares of the company, the transfer or issue of the share would increase the significant interest of the person in that class of shares of the company.
	(2) No company referred to in subsection 407(4) shall record in its securities register a transfer or issue of any share of the company to any person or to any entity controlled by a person if the transfer or issue of any share of the company would cause the company not to be widely held within the meaning of the regulations.
	(3) Subsection (2) does not apply in respect of any company referred to in that subsection that, on the day on which the company was converted into a company with common shares, had total assets in an amount that is less than the amount prescribed for the purposes of subsection 407(5).
	Clause 244: (1) to (3) Paragraphs 409(4)(c) and (d) are new. The relevant portion of subsection 409(4) reads as follows:
	(4) Subsection (1) does not apply if the purchase or other acquisition of shares or the acquisition of control referred to in that subsection would
	(a) result in the acquisition of control of the company by the person; or
	(b) where the person controls the company but the voting rights attached to the aggregate of any voting shares of the company beneficially owned by the person and by entities controlled by the person do not exceed 50 per cent of the voting rights attached to all of the outstanding voting shares of the company, cause the voting rights attached to that aggregate to exceed 50 per cent of the voting rights attached to all of the outstanding voting shares of the company.
	(4) New.
	Clause 245: Subsection 413(2) reads as follows:
	(2) Where the Superintendent has, by order, directed a company referred to in subsection 407(4) to increase its capital, the Governor in Council may, by order, exempt the company from the application of that subsection and subsection 408(2).
	Clause 246: Section 418 reads as follows:
	418. (1) Where, with respect to any company, a person contravenes subsection 407(1) or (4) or fails to comply with an undertaking referred to in subsection 416(2), no person, and no entity controlled by that person, shall, in person or by proxy, exercise any voting rights attached to shares of the company beneficially owned by the person or any entity controlled by the person.
	(2) Subsection (1) shall cease to apply in respect of a person
	(a) where the person contravened subsection 407(1) or (4), when the shares to which the contravention relates have been disposed of; or
	(b) where the person failed to comply with an undertaking referred to in subsection 416(2), when the company complies with section 411.
	Clause 247: (1) to (3) Paragraph 441(1)(c.1) is new. The relevant portion of subsection 441(1) reads as follows:
	441. (1) In addition to the powers that a company may exercise pursuant to section 440, a company may
	. . .
	(b) hold and otherwise deal with real property;
	. . .
	(h) with the consent of the Minister, provide safety and risk prevention services and services respecting risk management and claims adjustment, operate rehabilitation and training and development centres, provide computer systems to and support for independent insurance brokers and agents, operate repair and appraisal centres, or carry on any other activities that are reasonably ancillary to the business of insurance carried on by the company.
	(4) New.
	(5) Subsection 441(4) reads as follows:
	(4) The Governor in Council may make regulations
	(a) respecting what a company may or may not do with respect to the carrying on of the activities referred to in paragraph (1)(c); and
	(b) imposing terms and conditions in respect of the provision of the services referred to in paragraphs (1)(a) and 440(2)(b) and the carrying on of the activities referred to in paragraph (1)(c).
	Clause 248: Section 445 reads as follows:
	445. The Superintendent may not make or vary an order approving the commencement and carrying on of business by a company if the company would as a result be permitted to insure both risks falling within the class of life insurance and risks falling within any other class of insurance, other than accident and sickness insurance, accident insurance, personal accident insurance and sickness insurance.
	Clause 249: Section 447 reads as follows:
	447. A company that is authorized to insure
	(a) risks falling within the class of life insurance, and
	(b) risks falling within the class of accident and sickness insurance, accident insurance, personal accident insurance and sickness insurance
	shall maintain accounts in respect of accident and sickness insurance, accident insurance, personal accident insurance and sickness insurance separately from those maintained in respect of life-insurance.
	Clause 250: Section 454 reads as follows:
	454. A claim against a segregated fund maintained pursuant to section 451 under a policy or for an amount in respect of which the fund is maintained has priority over any other claim against the assets of that fund, including the claims referred to in section 161 of the Winding-up and Restructuring Act.
	Clause 251: The relevant portion of section 461 reads as follows:
	461. A company that has share capital may, from a participating account maintained pursuant to section 456, make a payment to its shareholders, or transfer an amount to an account from which a payment can be made to its shareholders, if
	(a) the aggregate of the amounts so paid or transferred in respect of a financial year does not exceed the percentage of the portion of the profits of the participating account that is determined by the directors as the portion to be distributed for the financial year to the shareholders and participating policyholders, which percentage shall not exceed the number, expressed as a percentage, that is the aggregate of
	(i) 10 multiplied by the sum of the means of all participating accounts of the company to an amount not exceeding two hundred and fifty million dollars,
	(ii) 7.5 multiplied by the sum of the means of all participating accounts of the company in respect of the portion thereof exceeding two hundred and fifty million dollars but not exceeding five hundred million dollars,
	(iii) 5 multiplied by the sum of the means of all participating accounts of the company in respect of the portion thereof exceeding five hundred million dollars but not exceeding one billion dollars, and
	(iv) 2.5 multiplied by the sum of the means of all participating accounts of the company in respect of the portion thereof exceeding one billion dollars,
	divided by the sum of the means of all the participating accounts;
	Clause 252: Section 462 reads as follows:
	462. The following are the only transfers that may be made from a participating account maintained pursuant to section 456, namely,
	(a) transfers made pursuant to sections 461 and 463; and
	(b) transfers made in respect of transfers or reinsurance of all or any portion of the participating policies in respect of which the participating account is maintained.
	Clause 253: Paragraph 469(2)(d) is new. The relevant portion of subsection 469(2) reads as follows:
	(2) Subsection (1) does not apply in respect of
	Clause 254: Subsections 474(2) and (3) read as follows:
	(2) Subsection (1) does not apply in respect of any indemnity referred to in section 221.
	(3) Paragraph (1)(a) does not apply where the person on whose behalf the company has undertaken to guarantee a payment or repayment is a subsidiary of the company and is primarily engaged in insuring risks that fall within a class of insurance that the company is authorized to insure.
	Clause 255: Subsections 477(1) and (2) read as follows:
	477. (1) A property and casualty company shall not guarantee on behalf of any person other than itself the payment or repayment of any sum of money unless
	(a) the sum of money is a fixed sum of money with or without interest thereon; and
	(b) the person on whose behalf the company has undertaken to guarantee the payment or repayment is a subsidiary of the company and has an unqualified obligation to reimburse the company for the full amount of the payment or repayment to be guaranteed.
	(2) Subsection (1) does not apply in respect of any indemnity referred to in section 221.
	Clause 256: Section 479.1 is new. Sections 479 and 480 read as follows:
	479. For the purposes of this section and sections 480 to 487, ``cost of borrowing'' means, in respect of a loan or an advance on the security or against the cash surrender value of a policy made by a company,
	(a) the interest or discount applicable to the loan or advance; and
	(b) such charges in connection therewith as are payable by the borrower to the company or to any person from whom the company receives any charges directly or indirectly and as are prescribed to be included in the cost of borrowing.
	480. (1) A company shall not make a loan to a natural person that is repayable in Canada unless the cost of borrowing, as calculated and expressed in accordance with section 481, has, in the prescribed manner, been disclosed by the company or otherwise as prescribed to the borrower at or before the time when the loan is made.
	(2) Subsection (1) does not apply in respect of
	(a) a loan in excess of two hundred and fifty thousand dollars or such other amount as may be prescribed, where the loan is secured by a mortgage on real property;
	(b) a loan in excess of one hundred thousand dollars or such other amount as may be prescribed, where the loan is not secured by a mortgage on real property; or
	(c) a loan that is one of a prescribed class of loans.
	Clause 257: (1) and (2) Paragraphs 482(1)(c) to (e) are new. The relevant portion of subsection 482(1) reads as follows:
	482. (1) Where a company makes a loan in respect of which the disclosure requirements of section 480 are applicable and the loan is required to be repaid either on a fixed future date or by instalments, the company shall disclose to the borrower, in accordance with the regulations,
	(a) whether the borrower has the right to repay the amount borrowed before the maturity of the loan and, if applicable,
	(i) particulars of the circumstances in which the borrower may exercise that right, and
	(3) Subsection 482(3) is new. Subsection 482(2) reads as follows:
	(2) In addition to disclosing the costs of borrowing and any charges or penalties described in paragraph (1)(b) in respect of any loan obtained through the use of a payment, credit or charge card, a company that issues such a card in Canada to a natural person shall, in accordance with the regulations, disclose to the person particulars of the person's rights and obligations and any charges for which the person is responsible by reason of accepting or using the card.
	Clause 258: Section 482.1 is new. Section 483 reads as follows:
	483. No person shall authorize the publication, issue or appearance of any advertisement in Canada relating to loans offered to natural persons by a company and purporting to indicate a rate of interest or other charges to be paid by the borrower, unless the advertisement discloses the cost of borrowing in accordance with the regulations.
	Clause 259: Section 485 reads as follows:
	485. The Governor in Council may make regulations
	(a) respecting the manner in which and the time at which the cost of borrowing and any rebate of the cost of borrowing are to be disclosed by a company to a borrower;
	(b) respecting the manner of calculating the cost of borrowing;
	(c) respecting the circumstances under which the cost of borrowing is to be expressed as an amount in dollars and cents;
	(d) specifying any class of loans that are not to be subject to subsection 480(1) or 482(1) or section 483 or the regulations or any specified provisions thereof;
	(e) specifying any class of advances that are not to be subject to section 484 or the regulations or any specified provisions thereof;
	(f) respecting the manner in which and the time at which any rights, obligations, charges or penalties referred to in sections 480 to 484 are to be disclosed;
	(g) prohibiting the imposition of any charge or penalty referred to in sections 482 and 483 or providing that the charge or penalty, if imposed, will not exceed a prescribed amount;
	(h) respecting the method of calculating the amount of rebate of the cost of borrowing, or the portion thereof referred to in subparagraph 482(1)(a)(ii); and
	(i) respecting such other matters or things as are necessary to carry out the purposes of sections 480 to 484.
	Clause 260: The relevant portion of subsection 486(1) reads as follows:
	486. (1) A company shall
	(a) establish procedures for dealing with complaints made by customers of the company about the application of charges applicable to payment, credit or charge cards with the company or the disclosure of or manner of calculating the cost of borrowing in respect of a loan or an advance on the security or against the cash surrender value of a policy made by the company;
	Clause 261: Subsection 487(1) reads as follows:
	487. (1) A company shall, in the prescribed manner, provide customers of the company who have complaints with respect to their payment, credit or charge cards or the disclosure of or manner of calculating the cost of borrowing in respect of a loan or an advance on the security or against the cash surrender value of a policy with prescribed information on how they may contact the Office of the Superintendent of Financial Institutions.
	Clause 262: The relevant portion of subsection 488(2) reads as follows:
	(2) Subsection (1) does not apply in respect of a loan
	. . .
	(b) the principal amount of which is in excess of one hundred thousand dollars or such other amount as may be prescribed.
	Clause 263: Section 489 reads as follows:
	489. The Governor in Council may make regulations governing the use by a company or society of any information supplied to the company or society by its customers.
	Clause 264: (1) to (3) Subparagraphs (b)(v) and (c)(iii) of the definition ``commercial loan'' in subsection 490(1) are new. The relevant portion of the definition ``commercial loan'' in subsection 490(1) reads as follows:
	``commercial loan'' means
	(a) any loan made or acquired by a company, other than
	. . .
	(iv) a loan that is secured by a mortgage on real property
	(A) where the mortgage is on residential property and the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, does not exceed 75 per cent of the value of the property at the time the loan is made, or
	(B) where the mortgage is on real property other than residential property and the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, does not exceed 75 per cent of the value of the property at the time the loan is made and the property provides an annual income sufficient to pay all annual expenses related to the property, including the payments owing under the mort gage and the mortgages having an equal or prior claim against the property,
	(v) a loan that is secured by a mortgage on real property and the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, exceeds 75 per cent of the value of the property at the time the loan is made if repayment of the amount of the loan that exceeds 75 per cent of the value of the property is guaranteed or insured by a government agency or a private insurer approved by the Superintendent,
	. . .
	(b) an investment in debt obligations, other than
	. . .
	(iii) debt obligations that are guaranteed by, or fully secured by securities issued by, a government, a municipality or an agency referred to in subparagraph (ii), or
	(iv) debt obligations that are widely distributed, as that expression is defined by the regulations, and
	(c) an investment in shares of a body corporate or ownership interests in an unincorporated entity, other than
	(i) shares or ownership interests that are widely distributed, as that expression is defined by the regulations, or
	(ii) participating shares;
	(4) The definition ``information services corporation'' in subsection 490(1) reads as follows:
	``information services corporation'' means a body corporate that, ex cept as may be prescribed, is primarily engaged in
	. . .
	(b) providing advisory and other services in the design, development and implementation of information management systems, or
	(c) designing, developing and marketing computer software,
	and the activities of which may include, as an ancillary activity, the design, development, manufacture or sale of special purpose computer hardware;
	(5) The relevant portion of the definition ``special purpose computer hardware'' in subsection 490(1) reads as follows:
	``special purpose computer hardware'' means computer equipment that is not generally available and that is integral to the provision of
	Clause 265: (1) Subsection 493(1) reads as follows:
	493. (1) Subject to subsections (2) and (3), no company shall acquire or increase a substantial investment in any entity, other than an entity referred to in section 495 or 496.
	(2) The relevant portion of subsection 493(2) reads as follows:
	(2) A company may acquire or increase a substantial investment in an entity that is not an entity referred to in section 495 or 496 by way of
	. . .
	(b) an acquisition of shares of or ownership interests in the entity by a financial institution or a specialized financing corporation that is controlled by the company.
	(3) The relevant portion of subsection 493(3) reads as follows:
	(3) A company may acquire or increase a substantial investment in an entity that is not an entity referred to in section 495 or 496 by way of
	(4) New.
	Clause 266: (1) The relevant portion of subsection 495(1) reads as follows:
	495. (1) Subject to subsection (4) and Part XI, a company may acquire or increase a substantial investment in a body corporate that is
	. . .
	(h) a financial holding corporation that does not have a substantial investment in any entity, other than a body corporate referred to in this subsection;
	(2) The relevant portion of subsection 495(2) reads as follows:
	(2) Subject to subsection (4) and Part XI, a life company may acquire or increase a substantial investment in a body corporate that is
	. . .
	(e) a financial holding corporation that does not have a substantial investment in any entity, other than a body corporate referred to in this subsection or subsection (1) or a real property holding vehicle referred to in subsection (3); or
	(3) New.
	(4) and (5) Paragraphs 495(4)(a.1) and (c) are new. The relevant portion of subsection 495(4) reads as follows:
	(4) A company may not acquire or increase a substantial investment in a body corporate pursuant to subsection (1) or (2) unless
	(6) Subsections 495(6.1) and (6.2) are new. Subsections 495(5) to (7) read as follows:
	(5) Notwithstanding paragraph (4)(a), a company need not control a foreign institution or other body corporate incorporated elsewhere than in Canada in which it has a substantial investment and which it would otherwise be required to control pursuant to that paragraph where the laws or customary business practices of the country under the laws of which the foreign institution or body corporate was incorporated do not permit the company to control the foreign institution or body corporate.
	(6) For the purposes of subsections (4) and (5), ``control'' means ``control within the meaning of section 3, determined without regard to paragraph 3(1)(d)''.
	(7) Where a company controls a body corporate referred to in paragraph (4)(a), the company may only divest itself of shares of the body corporate in such number that the result would be that the company would no longer control the body corporate but would have a substantial investment in the body corporate
	(a) if the company is permitted to do so by regulations made pursuant to paragraph 501(b); and
	(b) with the prior written approval of the Minister on the advice of the Superintendent.
	Clause 267: (1) Subsection 499(1) reads as follows:
	499. (1) Notwithstanding anything in this Part, where a company has made a loan to an entity and, pursuant to the terms of the agreement between the company and the entity with respect to the loan and any other documents governing the terms of the loan, a default has occurred, the company may acquire
	(a) where the entity is a body corporate, all or any of the shares of the body corporate,
	(b) where the entity is an unincorporated entity, all or any of the ownership interests in the entity,
	(c) all or any of the shares or all or any of the ownership interests in any entity that is an affiliate of the entity, or
	(d) all or any of the shares of a body corporate that is primarily engaged in holding shares of, ownership interests in or assets acquired from the entity or any of its affiliates,
	but the company shall, within two years after acquiring the shares or ownership interests, do all things necessary to ensure that the company does not have a substantial investment in any entity referred to in paragraphs (a) to (d).
	(2) Subsections 495(2) and (3) read as follows:
	(2) Notwithstanding subsection (1), where on September 27, 1990 a former-Act company had an investment in an entity that is a substantial investment within the meaning of section 10 and the company subsequently increases that substantial investment by way of an investment made pursuant to subsection (1), the company shall, within two years after increasing the substantial investment, do all things necessary to ensure that its substantial investment in the entity is no greater than it was on September 27, 1990.
	(3) The Superintendent may, in the case of any particular company, extend the period of two years referred to in subsections (1) and (2) for such further period or periods, and on such terms and conditions, as the Superintendent considers necessary.
	(3) New.
	Clause 268: Subsections 500(2) to (4) read as follows:
	(2) Subject to subsection 77(2), where, pursuant to the realization of a security interest held by a company, the company acquires a substantial investment in an entity, the company shall, within two years after the day on which the substantial investment was acquired, do all things necessary to ensure that the company no longer has a substantial investment in the entity.
	(3) Notwithstanding subsection (2), where on September 27, 1990 a former-Act company had an investment in an entity that is a substantial investment within the meaning of section 10 and the company subsequently increases that substantial investment by way of the realization of a security interest pursuant to subsection (1), the company shall, within two years after increasing the substantial investment, do all things necessary to ensure that its substantial investment in the entity is no greater than it was on September 27, 1990.
	(4) The Superintendent may, in the case of any particular company, extend the period of two years referred to in subsections (2) and (3) for such further period or periods, and on such terms and conditions, as the Superintendent considers necessary.
	Clause 269: The relevant portion of section 501 reads as follows:
	501. The Governor in Council may make regulations
	(a) permitting the acquisition or increase of substantial investments for the purposes of subsection 495(4);
	(b) permitting a company to divest itself of shares for the purposes of subsection 495(7); and
	Clause 270: (1) The relevant portion of subsection 502(1) reads as follows:
	502. (1) Subject to subsection (3), the value of all loans, investments and interests acquired by a company and any of its prescribed subsidiaries as a result of a realization of a security interest or pursuant to section 499 shall not be included in calculating the value of loans, investments and interests of the company and its prescribed subsidiaries under sections 503 to 509
	. . .
	(b) for a period of two years following the day on which the loan, investment or interest was acquired, in the case of a loan, investment or interest, other than an interest in real property.
	(2) Subsection 502(3) reads as follows:
	(3) Subsection (1) does not apply to any loan, investment or interest that is defined by regulation made pursuant to section 507 to be an interest in real property.
	Clause 271: The relevant portion of section 508 reads as follows:
	508. A company shall not, and shall not permit its prescribed subsidiaries to,
	(a) purchase or otherwise acquire any participating shares of any body corporate or any ownership interests in any unincorporated entity, other than those of an entity referred to in section 495 in which the company has, or by virtue of the acquisition would have, a substantial investment, or
	(b) acquire control of a body corporate that holds shares or ownership interests referred to in paragraph (a),
	if the aggregate value of
	. . .
	(d) all ownership interests in unincorporated entities
	beneficially owned by the company and its prescribed subsidiaries exceeds, or the purchase or acquisition would cause that aggregate value to exceed,
	. . .
	Clause 272: The relevant portion of section 509 reads as follows:
	509. A company shall not, and shall not permit its prescribed subsidiaries to,
	(a) purchase or otherwise acquire
	. . .
	(ii) ownership interests in an unincorporated entity, or
	Clause 273: New.
	Clause 274: Section 512 reads as follows:
	512. A company shall not, without the approval in writing of the Superintendent, in any transaction or series of transactions with the same party during a period of twelve months, acquire or dispose of, directly or indirectly, assets, other than assets that are debt obligations referred to in subparagraphs (b)(i) to (iv) of the definition ``commercial loan'' in subsection 490(1), having a value in excess of 10 per cent of the total assets of the company as at the beginning of the twelve month period.
	Clause 275: The relevant portion of subsection 516(1) reads as follows:
	516. (1) A property and casualty company shall, in relation to its operations, maintain assets the total value of which, when determined on the same basis as is required under section 666, or on the basis of the market value of those assets, whichever basis produces the greater total value, is at least equal to the amount calculated by subtracting from the aggregate of the following amounts an amount in respect of risks against which the company is reinsured that is determined in accordance with the prescribed formula:
	Clause 276: New.
	Clause 277: (1) to (3) The relevant portion of subsection 518(1) reads as follows:
	518. (1) For the purposes of this Part, a person is a related party of a company where the person
	. . .
	(b) is a director or an officer of the company or of a body corporate that controls the company or is acting in a similar capacity in respect of an unincorporated entity that controls the company;
	. . .
	(d) is an entity in which a director or an officer of the company has a substantial investment;
	. . .
	(f) is an entity in which the spouse, or a child who is less than eighteen years of age, of a person described in paragraph (d) or (e) has a substantial investment;
	(g) is an entity that is controlled by a person referred to in any of paragraphs (a) to (c) or by an entity referred to in any of paragraphs (d) to (f); or
	(h) is a person, or a member of a class of persons, designated under subsection (4) or (5) as, or deemed under subsection (6) to be, a related party of the company.
	(4) Subsection 518(2) reads as follows:
	(2) An entity in which a company has a substantial investment is deemed not to be an entity referred to in paragraph (1)(e) unless the person referred to in that paragraph has a substantial investment in the entity otherwise than through the person's controlling interest in the company.
	(5) Subsections 518(7) to (9) read as follows:
	(7) Notwithstanding paragraph (1)(a), a person shall be deemed not to be a related party of a company where
	(a) the person would otherwise be a related party of the company by reason only that the person has a significant interest in
	(i) a class of non-voting shares of the company that do not amount to more than 10 per cent of the equity, within the meaning of subsection 411(5), of the company, or
	(ii) a class of non-voting shares of a mutual company that do not amount to more than 10 per cent of the aggregate of the equity, within the meaning of subsection 411(5), of the mutual company and the surplus of the mutual company, as shown in its most recent annual return; and
	(b) the Superintendent has, pursuant to subsection 407(3), exempted that class of non-voting shares of the company from the application of section 407.
	(8) For the purpose of determining whether an entity or a person has a substantial investment for the purposes of any of paragraphs (1)(d) to (f), the references to ``control'' and ``controlled'' in section 10 shall be construed as references to ``control, within the meaning of section 3, determined without regard to paragraph 3(1)(d)'', and ``controlled, within the meaning of section 3, determined without regard to paragraph 3(1)(d)'', respectively.
	(9) For the purposes of paragraph (1)(g), ``controlled'' means ``controlled, within the meaning of section 3, determined without regard to paragraph 3(1)(d)''.
	Clause 278: Subsections 519(4) and (5) read as follows:
	(4) Notwithstanding that a person who has a significant interest in a class of shares of a company is a related party of the company by reason of paragraph 518(1)(a), where the person is a financial institution incorporated by or under an Act of Parliament and is the holding body corporate of a company that is the subsidiary of the body corporate, the person is not a related party of the company.
	(5) For the purposes of subsection (4), a central, within the meaning of section 472 of the Cooperative Credit Associations Act, is deemed to be a financial institution incorporated by or under an Act of Parliament.
	Clause 279: Subsection 528(3) reads as follows:
	(3) Notwithstanding subsection 521(2), a company shall be deemed not to have indirectly entered into a transaction in respect of which this Part applies where the transaction is entered into by a service corporation, within the meaning of section 490, that is controlled by the company if subsection 535(1) is complied with.
	Clause 280: (1) Subsection 529(1) reads as follows:
	529. (1) Subject to subsection (2) and sections 530 and 531, a company may enter into any transaction with a related party of the company if the related party is
	(a) a natural person who is a related party of the company by reason only of being
	(i) a director or an officer of the company or of an entity that controls the company, or
	(ii) the spouse, or a child who is less than eighteen years of age, of a director or an officer of the company or of an entity that controls the company; or
	(b) an entity that is a related party of the company by reason only of being an entity
	(i) in which a director or an officer of the company, or the spouse or a child who is less than eighteen years of age of such person, has a substantial investment,
	(ii) that is controlled by a director or an officer of an entity that controls the company, or the spouse or a child who is less than eighteen years of age of such person, or
	(iii) that is controlled by an entity in which a director or an officer of the company, or the spouse or a child who is less than eighteen years of age of such person, has a substantial investment.
	(2) Subsection 529(2) reads as follows:
	(2) A company may, with respect to a related party of the company referred to in subsection (1) who is a full-time officer of the company, make, take an assignment of or otherwise acquire a loan to the related party only if the aggregate principal amount of all outstanding loans to the related party that are held by the company and its subsidiaries, together with the principal amount of the proposed loan, does not exceed the greater of twice the annual salary of the related party and one hundred thousand dollars.
	(3) Subsections 529(4) to (6) read as follows:
	(4) Notwithstanding section 534, a company may make a loan, other than a margin loan, to an officer of the company on terms and conditions more favourable to the officer than market terms and conditions if the terms and conditions of the loan have been approved by the conduct review committee of the company.
	(5) Notwithstanding section 534, a company may make a loan referred to in paragraph 525(b) to the spouse of an officer of the company on terms and conditions more favourable to the spouse of that officer than market terms and conditions if the terms and conditions of the loan have been approved by the conduct review committee of the company.
	(6) Notwithstanding section 534, a company may offer financial services, other than loans or guarantees, to an officer of the company, or to the spouse or a child who is less than eighteen years of age of an officer of the company, on terms and conditions more favourable than market terms and conditions where
	(a) the financial services are offered by the company to employees of the company on such favourable terms and conditions; and
	(b) the approval of the conduct review committee of the company has been obtained.
	Clause 281: The relevant portion of subsection 530(1) reads as follows:
	530. (1) Except with the concurrence of at least two thirds of the directors present at a meeting of the board of directors of the company, a company shall not, with respect to a related party of the company referred to in subsection 529(1),
	. . .
	if, immediately following the transaction, the aggregate of
	(d) the principal amount of all outstanding loans to the related party that are held by the company and its subsidiaries, other than
	. . .
	(ii) where the related party is a full-time officer of the company, loans to the related party that are permitted by subsection 529(2),
	Clause 282: Section 531 reads as follows:
	531. The Superintendent may establish terms and conditions with respect to the making by a company of margin loans to any director or officer of the company.
	Clause 283: Sections 535 and 536 read as follows:
	535. (1) No company shall enter into any transaction permitted by this Part, except as provided in subsections 529(4) to (6), unless the conduct review committee of the company is satisfied that the transaction is on terms and conditions at least as favourable to the company as market terms and conditions, within the meaning of subsection 534(2), and has approved the transaction.
	(2) Nothing in this section or paragraph 204(3)(b) precludes the conduct review committee of a company from approving a general arrangement covering a number or series of transactions of a similar type or nature that may be entered into or made during the term of the arrangement.
	(3) An arrangement that is approved under subsection (2) shall be reviewed by the conduct review committee at least once a year during the term of the arrangement.
	(4) The approval of the conduct review committee under this section need not be obtained in respect of
	(a) transactions in respect of which subsection 530(1) applies;
	(b) transactions entered into pursuant to section 522; and
	(c) such transactions as are prescribed to be exempted from the requirements of this section.
	536. No company shall enter into any transaction, other than a transaction referred to in paragraph 535(4)(b) or (c), with any person who has ceased to be a related party of the company during the period of twelve months after the date on which the person ceased to be a related party of the company, unless the conduct review committee of the company is satisfied that the transaction is on terms and conditions at least as favourable to the company as market terms and conditions, within the meaning of subsection 534(2), and has approved the transaction.
	Clause 284: Section 538 reads as follows:
	538. Where a company has entered into a transaction that the company is prohibited from entering into by this Part or where a company has entered into a transaction for which approval is required under subsection 530(1) or 535(1) or section 536 without having obtained the approval, the company shall, on becoming aware of that fact, forthwith notify the Superintendent.
	Clause 285: Sections 542.01 to 542.12 are new. Section 542 reads as follows:
	542. (1) A society for which an order approving the commencement and carrying on of business has been made under this Act shall not engage in or carry on any business other than
	(a) insuring the spouses or children of the members of the society;
	(b) issuing to its members policies providing benefits in the event of the death of, or injury to, its members by accident or providing indemnity during the incapacity of its members arising out of accident or sickness;
	(c) issuing to its members policies of life, endowment or term insurance;
	(d) issuing annuities to its members and their spouses and children;
	(e) if the society is permitted to insure risks falling within the class of life insurance, issuing policies to its members and their spouses and children, or accepting or retaining on the direction of a policyholder or beneficiary policy dividends or bonuses, or policy proceeds that are payable on the surrender or maturity of the policy or on the death of the person whose life is insured, where the liabilities of the society in respect of the policies or the amounts accepted or retained vary in amount depending on the market value of a fund consisting of a specified group of assets;
	(f) making advances to its members against the cash surrender value or on the security of their policies;
	(g) issuing paid-up policies or other equities in lieu thereof to members desiring to be relieved of the payment of future premiums or any part thereof;
	(h) paying cash surrender values for policies or purchasing the interest of members in policies; and
	(i) maintaining such separate funds as may be authorized by by-law of the society and approved by the Superintendent.
	(2) A society shall engage in or carry on any business as referred to in paragraphs (1)(a) to (i) only if duly authorized by by-law of the society passed on the recommendation of the actuary of the society.
	(3) Any by-law authorizing the carrying on of business shall set out the rates of benefit and indemnity and the amounts of insurance that may be issued, but that by-law is without effect unless the actuary of the society certifies to the reasonableness of the rates of benefit and indemnity and of the amounts of insurance, having regard to
	(a) all the conditions and circumstances for their issuance;
	(b) the sufficiency of the rates of contribution therefor; and
	(c) the reasonableness of the loan values, cash values and other equities that may be provided.
	(4) Any by-law authorizing a society to carry on the business mentioned in paragraph (1)(b) shall establish a separate account to which receipts and payments in respect of policies shall be credited and charged, respectively, and in like manner a separate account shall be established by any by-law authorizing the society to carry on the business referred to in paragraph (1)(c).
	(5) Notwithstanding anything in the incorporating instrument of a society, receipts and payments in respect of policies issued by the society in the carrying on of the business referred to in paragraph (1)(a) shall be credited and charged
	(a) in respect of any policy providing benefits in the event of the death of, or injury to, a spouse or child by accident, or providing indemnity during the incapacity of a spouse or child arising out of accident or sickness, either to a separate account or to the account established in connection with the carrying on of the business referred to in paragraph (1)(b), and
	(b) in respect of any policy of life, endowment or term insurance, either to a separate account or to the account established in connection with the carrying on of the business referred to in paragraph (1)(c),
	as provided in the by-law authorizing the carrying on of the business referred to in paragraph (1)(a).
	(6) A society that issues policies described in paragraph (1)(e) or accepts or retains amounts so described shall, in respect of those amounts,
	(a) maintain separate accounts; and
	(b) establish and maintain one or more funds consisting of assets that are segregated from the other assets of the society and that are specified as the assets on the market value of which the liabilities of the society in respect of those policies or amounts depend.
	(7) For the purpose of establishing or maintaining a segregated fund required to be maintained by subsection (6), a society may, subject to the regulations, transfer an amount to the separate account maintained in respect of the segregated fund.
	(8) A society may, with the approval of the Superintendent, return the current value of an amount transferred pursuant to subsection (7) to the account from which the amount was transferred.
	(9) A claim against a segregated fund maintained pursuant to subsection (6) under a policy or for an amount in respect of which the fund is maintained has priority over any other claim against the assets of that fund, including the claims referred to in section 161 of the Winding-up and Restructuring Act.
	(10) The liability of a society under a policy or for an amount in respect of which a segregated fund is maintained pursuant to subsection (6)
	(a) does not, except to the extent that the assets of the fund are insufficient to satisfy a claim for any minimum amount that the society agrees to pay under the policy or in respect of the amount, give rise to a claim against any assets of the society, other than the assets of that fund,
	but
	(b) to the extent that the assets of the fund are insufficient to satisfy such a claim, gives rise to a claim against the assets of the society, other than the assets of that fund, that has the priority referred to in subsection 161(2) of the Winding-up and Restructuring Act.
	(11) In addition to the powers that a society may exercise pursuant to subsection (1), a society may hold and otherwise deal with real property.
	(12) A society may
	(a) act as agent for any person in respect of the provision of any service that is provided by a financial institution or a body corporate in which a company is permitted to have a substantial investment pursuant to section 495;
	(b) enter into an arrangement with any person in respect of the provision of that service; or
	(c) refer any person to any such financial institution or body corporate.
	Clause 286: (1) Subsection 544(1) reads as follows:
	544. (1) A society shall at all times have a head office in the place within Canada specified in its incorporating instrument or by-laws.
	(2) New.
	Clause 287: New.
	Clause 288: The relevant portion of subsection 549(1) reads as follows:
	549. (1) Every society shall, at least once a year, provide the Superintendent with a return showing
	Clause 289: Paragraph 550(c) is new. The relevant portion of section 550 reads as follows:
	550. Sections 551 to 570 do not apply in respect of
	Clause 290: (1) Subsection 552(1.1) is new. Subsection 552(1) reads as follows:
	552. (1) Subject to subsection (2), no society shall acquire or increase a substantial investment in any entity, other than an entity referred to in section 554 or 555.
	(2) The relevant portion of subsection 552(2) reads as follows:
	(2) A society may acquire or increase a substantial investment in an entity that is not an entity referred to in section 554 or 555 by way of
	Clause 291: (1) to (3) Paragraphs 554(1)(e.1) and (g.1) are new. The relevant portion of subsection 554(1) reads as follows:
	554. (1) Subject to subsection (2), a society may acquire or increase a substantial investment in a body corporate that is
	(a) a company or other entity that is engaged in the insurance business;
	(4) The relevant portion of subsection 554(2) reads as follows:
	(2) A society may not acquire or increase a substantial investment in a body corporate pursuant to subsection (1) unless
	. . .
	(b) in the case of a body corporate that is a company or other entity that is engaged in the insurance business, the society controls the company or entity or would thereby acquire control of the company or entity.
	(5) New.
	(6) Subsection 554(4) reads as follows:
	(4) For the purposes of subsection (2), ``control'' means ``control within the meaning of section 3, determined without regard to paragraph 3(1)(d)''.
	Clause 292: (1) The relevant portion of subsection 558(1) reads as follows:
	558. (1) Notwithstanding anything in this Part, where a society has made a loan to an entity and, pursuant to the terms of the agreement between the society and the entity with respect to the loan and any other documents governing the terms of the loan, a default has occurred, the society may acquire
	(a) where the entity is a body corporate, all or any of the shares of the body corporate,
	(b) where the entity is an unincorporated entity, all or any of the ownership interests in the entity,
	(c) all or any of the shares or all or any of the ownership interests in any entity that is an affiliate of the entity, or
	(d) all or any of the shares of a body corporate that is primarily engaged in holding shares of, ownership interests in or assets acquired from the entity or any of its affiliates,
	but the society shall, within two years after acquiring the shares or ownership interests, do all things necessary to ensure that the society does not have a substantial investment in any entity referred to in paragraphs (a) to (d).
	(2) Subsection 558(4) is new. Subsections 558(2) and (3) read as follows:
	(2) Notwithstanding subsection (1), where on September 27, 1990 a former-Act society had an investment in an entity that is a substantial investment within the meaning of section 10 and the society subsequently increases that substantial investment by way of an investment made pursuant to subsection (1), the society shall, within two years after increasing the substantial investment, do all things necessary to ensure that its substantial investment in the entity is no greater than it was on September 27, 1990.
	(3) The Superintendent may, in the case of any particular society, extend the period of two years referred to in subsections (1) and (2) for such further period or periods, and on such terms and conditions, as the Superintendent considers necessary.
	Clause 293: Subsections 559(2) to (4) read as follows:
	(2) Where, pursuant to the realization of a security interest held by a society, the society acquires a substantial investment in an entity, the society shall, within two years after the day on which the substantial investment was acquired, do all things necessary to ensure that the society no longer has a substantial investment in the entity.
	(3) Notwithstanding subsection (2), where on September 27, 1990 a former-Act society had an investment in an entity that is a substantial investment within the meaning of section 10 and the society subsequently increases that substantial investment by way of the realization of a security interest pursuant to subsection (1), the society shall, within two years after increasing the substantial investment, do all things necessary to ensure that its substantial investment in the entity is no greater than it was on September 27, 1990.
	(4) The Superintendent may, in the case of any particular society, extend the period of two years referred to in subsections (2) and (3) for such further period or periods, and on such terms and conditions, as the Superintendent considers necessary.
	Clause 294: The relevant portion of subsection 561(1) reads as follows:
	561. (1) The value of all loans, investments and interests acquired by a society and any of its prescribed subsidiaries as a result of a realization of a security interest or pursuant to section 558 shall not be included in calculating the value of loans, investments and interests of the society and its prescribed subsidiaries under sections 562 to 566
	. . .
	(b) for a period of two years following the day on which the loan, investment or interest was acquired, in the case of a loan, investment or interest, other than an interest in real property.
	Clause 295: The relevant portion of subsection 565(1) reads as follows:
	565. A society shall not, and shall not permit its prescribed subsidiaries to,
	(a) purchase or otherwise acquire any participating shares of any body corporate or any ownership interests in any unincorporated entity, other than those of an entity referred to in section 554 in which the society has, or by virtue of the acquisition would have, a substantial investment, or
	(b) acquire control of a body corporate that holds shares or ownership interests referred to in paragraph (a),
	if the aggregate value of
	. . .
	(d) all ownership interests in unincorporated entities
	beneficially owned by the society and its prescribed subsidiaries exceeds, or the purchase or acquisition would cause that aggregate value to exceed, the prescribed percentage of the total assets of the society.
	Clause 296: The relevant portion of section 566 reads as follows:
	566. A society shall not, and shall not permit its prescribed subsidiaries to,
	(a) purchase or otherwise acquire
	. . .
	(ii) ownership interests in an unincorporated entity, or
	Clause 297: New.
	Clause 298: New.
	Clause 299: (1) The definition ``fraternal benefit society'' in section 571 reads as follows:
	``fraternal benefit society'' means a body corporate having a represen tative form of government incorporated elsewhere than in Canada for fraternal, benevolent or religious purposes among which pur poses is the insuring of the members, or the spouses or children of the members, thereof, exclusively, against accident, sickness, dis ability or death, and includes a body corporate incorporated else where than in Canada for those purposes, on the mutual plan for the purpose of so insuring the members, or the spouses or children of the members, thereof, exclusively.
	(2) New.
	Clause 300: Subsections 573(1) to (3) read as follows:
	573. (1) A body corporate incorporated elsewhere than in Canada, including an association and an exchange, shall not in Canada insure a risk unless the Superintendent has, by order, approved the insurance in Canada of risks by the body corporate.
	(2) A foreign company shall not in Canada insure a risk unless the risk falls within a class of insurance that is specified in the order of the Superintendent approving the insuring in Canada of risks by the foreign company.
	(3) Unless authorized to insure in Canada risks falling within the class of life insurance, a foreign company shall not issue annuities in Canada.
	Clause 301: The relevant portion of subsection 575(1) reads as follows:
	575. (1) No order shall be made approving the insuring in Canada of risks by a body corporate where the name under which the body corporate is to insure risks
	. . .
	(c) is the same as or, in the opinion of the Superintendent, confusingly similar to any existing trade-mark, trade name or corporate name of a body corporate, except where
	(d) is the same as or, in the opinion of the Superintendent, confusingly similar to the known name under or by which any entity carries on business or is identified; or
	Clause 302: The relevant portion of subsection 579(1) reads as follows:
	579. (1) An application under this Part for an order approving the insuring in Canada of risks by a body corporate must be filed with the Superintendent, together with such information, material and evidence as the Superintendent may require, including
	. . .
	(e) in the case of a fraternal benefit society,
	(i) a report of an actuary appointed by the fraternal benefit society, in such form as the Superintendent may require, on the results of an actuarial valuation made by the actuary, as of the preceding December 31 or as of any later date specified by the Superintendent, of each of the benefit funds maintained by the fraternal benefit society, having regard to the prospective liabilities of and contributions to each fund, and
	(ii) the opinion of the actuary that the assets of the fraternal benefit society applicable to each fund, taken at the value accepted by the Superintendent, together with the premiums, dues and other contributions to be received thereafter from the members according to the scale in force at the date of the valuation, are sufficient to provide for the payment at maturity of all of the obligations of the fund without deduction or abatement; and
	Clause 303: New.
	Clause 304: Section 589 reads as follows:
	589. The Superintendent may not make or vary an order approving the insuring in Canada of risks by a foreign company if the foreign company would as a result be permitted to insure both risks falling within the class of life insurance and risks falling within any other class of insurance, other than accident and sickness insurance, accident insurance, personal accident insurance and sickness insurance.
	Clause 305: The relevant portion of subsection 591(2) reads as follows:
	(2) Subsection (1) does not apply
	. . .
	(d) to a foreign company that is a fraternal benefit society or a reciprocal or interinsurance exchange.
	Clause 306: Section 594 reads as follows:
	594. A claim against a segregated fund maintained pursuant to section 593 under a policy in Canada or for an amount in respect of which the fund is maintained has priority over any other claim against the assets of that fund, including the claims referred to in section 161 of the Winding-up and Restructuring Act.
	Clause 307: Section 598.1 is new. Sections 598 and 599 read as follows:
	598. For the purposes of this section and sections 599 to 605, ``cost of borrowing'' means, in respect of a loan or an advance on the security or against the cash surrender value of a policy made by a foreign company,
	(a) the interest or discount applicable to the loan or advance; and
	(b) such charges in connection therewith as are payable by the borrower to the foreign company or to any person from whom the foreign company receives any charges directly or indirectly and as are prescribed to be included in the cost of borrowing.
	599. (1) A foreign company shall not include in its assets in Canada any loan to a natural person that is repayable in Canada unless the cost of borrowing, as calculated and expressed in accordance with section 600, has, in the prescribed manner, been disclosed by the foreign company or otherwise as prescribed to the borrower at or before the time when the loan is made.
	(2) Subsection (1) does not apply in respect of
	(a) a loan in excess of two hundred and fifty thousand dollars or such other amount as may be prescribed, where the loan is secured by a mortgage on real property;
	(b) a loan in excess of one hundred thousand dollars or such other amount as may be prescribed, where the loan is not secured by a mortgage on real property; or
	(c) a loan that is one of a prescribed class of loans.
	Clause 308: (1) to (3) Paragraphs 601(1)(c), (d) and (e) are new. The relevant portion of section 601 reads as follows:
	601. Where a foreign company makes a loan in respect of which the disclosure requirements of section 599 are applicable and the loan is required to be repaid either on a fixed future date or by instalments, the foreign company shall disclose to the borrower, in accordance with the regulations,
	(a) whether the borrower has the right to repay the amount borrowed before the maturity of the loan and, if applicable,
	(i) particulars of the circumstances in which the borrower may exercise that right, and
	(ii) whether, in the event that the borrower exercises the right, any portion of the cost of borrowing is to be rebated, the manner in which any such rebate is to be calculated or, if a charge or penalty will be imposed on the borrower, the manner in which the charge or penalty is to be calculated; and
	(b) in the event that an amount borrowed is not repaid at maturity or, if applicable, an instalment is not paid on the day the instalment is due to be paid, particulars of the charges or penalties to be paid by the borrower because of the failure to repay or pay in accordance with the contract governing the loan.
	(4) New.
	Clause 309: New.
	Clause 310: Section 603 reads as follows:
	603. The Governor in Council may make regulations
	(a) respecting the manner in which and the time at which the cost of borrowing and any rebate of the cost of borrowing are to be disclosed by a foreign company to a borrower;
	(b) respecting the manner of calculating the cost of borrowing;
	(c) respecting the circumstances under which the cost of borrowing is to be expressed as an amount in dollars and cents;
	(d) specifying any class of loans that are not to be subject to subsection 599(1) or section 601 or the regulations or any specified provisions thereof;
	(e) specifying any class of advances that are not to be subject to section 602 or the regulations or any specified provisions thereof;
	(f) respecting the manner in which and the time at which any rights, obligations, charges or penalties referred to in sections 599 to 602 are to be disclosed;
	(g) prohibiting the imposition of any charge or penalty referred to in section 601 or providing that the charge or penalty, if imposed, will not exceed a prescribed amount;
	(h) respecting the method of calculating the amount of rebate of the cost of borrowing, or the portion thereof referred to in subparagraph 601(a)(ii); and
	(i) respecting such other matters or things as are necessary to carry out the purposes of sections 599 to 602.
	Clause 311: The relevant portion of subsection 604(1) reads as follows:
	604. (1) A foreign company shall
	(a) establish procedures for dealing with complaints made by customers in Canada of the foreign company about the disclosure of or manner of calculating the cost of borrowing in respect of a loan repayable in Canada or an advance on the security or against the cash surrender value of a policy in Canada made by the foreign company;
	Clause 312: Subsection 605(1) reads as follows:
	605. (1) A foreign company shall, in the prescribed manner, provide customers in Canada of the foreign company who have complaints with respect to the disclosure of or manner of calculating the cost of borrowing in respect of a loan repayable in Canada or an advance on the security or against the cash surrender value of a policy in Canada with prescribed information on how they may contact the Office of the Superintendent of Financial Institutions.
	Clause 313: The relevant portion of subsection 606(2) reads as follows:
	(2) Subsection (1) does not apply in respect of a loan
	. . .
	(b) the principal amount of which is in excess of one hundred thousand dollars or such other amount as may be prescribed.
	Clause 314: Section 607 reads as follows:
	607. The Governor in Council may make regulations governing the use by a foreign company of any information supplied to the foreign company by its customers in Canada.
	Clause 315: Subsection 612(2) reads as follows:
	(2) Notwithstanding paragraph (1)(c), a foreign company may vest in trust a substantial investment in the shares of a real property corporation, within the meaning of section 490.
	Clause 316: The relevant portion of section 622 reads as follows:
	622. A foreign company may vest in trust an asset if the asset was acquired through a transaction described in sections 522 to 533 and
	(a) the transaction was entered into on terms and conditions that are at least as favourable to the foreign company as market terms and conditions; and
	Clause 317: Subsection 623(1) reads as follows:
	623. (1) A foreign company that is required by this Act to provide the Superintendent with the report of an actuary shall appoint a natural person to be the actuary of the foreign company for its insurance business in Canada.
	Clause 318: Section 624 and the heading before it read as follows:
	Qualifications
	624. (1) A natural person is qualified to be the actuary of a foreign life company if the person is a Fellow of the Canadian Institute of Actuaries.
	(2) A natural person is qualified to be the actuary of a foreign property and casualty company if the person
	(a) is a Fellow of the Canadian Institute of Actuaries; or
	(b) has, in the opinion of the Superintendent, training and experience that are relevant to the duties of the actuary of a foreign company under this Part.
	(3) Paragraph (2)(b) ceases to have effect on July 31, 1992.
	Clause 319: Subsection 626(1) reads as follows:
	626. (1) The actuary of a foreign company ceases to hold office
	(a) when
	(i) the actuary ceases to be qualified,
	(ii) the actuary resigns as actuary of the foreign company,
	(iii) the actuary dies, or
	(iv) the appointment of the actuary is revoked by the foreign company; or
	(b) on July 31, 1992 if the actuary is not on that day a Fellow of the Canadian Institute of Actuaries.
	Clause 320: Subsection 629.1(1) reads as follows:
	629.1 (1) Where the Superintendent is of the opinion that an actuary, other than the actuary of the foreign company, should value the matters referred to in paragraph 629(1)(a) or (b), the Superintendent may appoint a person qualified under section 624 to carry out the valuation.
	Clause 321: Section 630 reads as follows:
	630. The actuary of a foreign company shall meet with the chief agent of the foreign company at least once during each financial year in order to report, in accordance with generally accepted actuarial practice, on the financial position of the insurance business in Canada of the foreign company, and, where a direction that may be made by the Superintendent so specifies, the expected future financial condition of the foreign company.
	Clause 322: New.
	Clause 323: Section 666 reads as follows:
	666. (1) The assets of a company, society, foreign company or provincial company that are real property, securities or loans payable shall be taken into account in the annual return at values that in total do not exceed the aggregate of their book values less an investment valuation reserve in an amount determined in accordance with the regulations.
	(2) An asset of a company, society, foreign company or provincial company that is not real property or a security or loan payable shall be taken into account in the annual return at a value that does not exceed its book value less an investment valuation reserve in an amount determined by the Superintendent.
	(3) The market values of the assets of a company, society, foreign company or provincial company that are real property, securities or loans payable, as at the date of the annual return or a date not more than sixty days before that date that is determined by the Superintendent, shall be shown in a schedule to the annual return.
	(4) The Governor in Council may make regulations respecting the manner of determining
	(a) the book value of assets or classes of assets of companies, societies, foreign companies or provincial companies that are real property, securities or loans payable;
	(b) the investment valuation reserve to be deducted from the book value of assets or classes of assets of companies, societies, foreign companies or provincial companies that are real property, securities or loans payable;
	(c) the market value of assets of companies, societies, foreign companies or provincial companies that are loans; and
	(d) the manner in which gains and losses resulting from the sale or other disposition of assets or classes of assets of companies, societies, foreign companies or provincial companies that are real property, securities or loans payable are to be shown in annual returns.
	Clause 324: Section 670 reads as follows:
	670. The Superintendent shall, in respect of each company for which an order approving the commencement and carrying on of business has been made, cause a register to be maintained containing a copy of
	(a) the incorporating instrument of the company,
	(b) the information referred to in paragraphs 668(1)(a), (c) and (e) to (h) contained in the latest return sent to the Superintendent pursuant to section 668, and
	(c) the by-laws of the company sent to the Superintendent pursuant to section 669,
	and all persons are entitled to examine the register during regular business hours and to make copies of or take extracts from the documents contained therein.
	Clause 325: Paragraph 672(2)(a.01) is new. The relevant portion of subsection 672(2) reads as follows:
	(2) Nothing in subsection (1) prevents the Superintendent from disclosing any information
	(a) to any government agency or regulatory body charged with the regulation of financial institutions for purposes related to that regulation,
	Clause 326: (1) and (2) The relevant portion of subsection 679(1) reads as follows:
	679. (1) Subject to this Act, where any of the circumstances described in subsection (1.1) exist in respect of a company, society or provincial company or any of the circumstances described in subsection (1.2) exist in respect of a foreign company, the Superintendent may
	(a) take control, for a period not exceeding sixteen days, of the assets of the company, society or provincial company or, in the case of a foreign company, of its assets in Canada together with its other assets held in Canada under the control of its chief agent including all amounts received or receivable in respect of its insurance business in Canada; or
	(b) unless the Minister advises the Superintendent that the Minister is of the opinion that it is not in the public interest to do so,
	(i) take control, for a period exceeding sixteen days, of the assets of the company, society or provincial company or, in the case of a foreign company, of its assets in Canada together with its other assets held in Canada under the control of its chief agent including all amounts received or receivable in respect of its insurance business in Canada,
	(3) and (4) The relevant portion of subsection 679(1.1) reads as follows:
	(1.1) Control by the Superintendent under subsection (1) may be taken in respect of a company, society or provincial company, other than a foreign company, where
	. . .
	(b) in the opinion of the Superintendent, a practice or state of affairs exists in respect of the company, society or provincial company that may be materially prejudicial to the interests of its policyholders or creditors;
	. . .
	(d) any asset appearing on the books or records of the company, society or provincial company is not, in the opinion of the Superintendent, satisfactorily accounted for;
	Clause 327: Subsection 688(1) reads as follows:
	688. (1) Subsections 23(4) to (7) of the Office of the Superintendent of Financial Institutions Act apply, with such modifications as the circumstances require, in respect of an assessment under section 687.
	Clause 328: Section 692 reads as follows:
	692. Any amount paid to or recovered by Her Majesty under section 691 of this Act or paragraph 161(1)(d) or subsection 161(2.1) of the Winding-up and Restructuring Act in respect of a company, society, foreign company or provincial company shall be applied pro rata to reduce the amount of the expenses to be assessed pursuant to section 23 of the Office of the Superintendent of Financial Institutions Act against companies, societies, foreign companies and provincial companies that have been assessed pursuant to subsection 687(1) in respect of that company.
	Clause 329: New.
	Clause 330: The relevant portion of section 703 reads as follows:
	703. The Governor in Council may make regulations
	Clause 331: Subsection 706(1) reads as follows:
	706. (1) Every person who is guilty of an offence under any of subsections 705(1) to (4) is
	(a) in the case of a natural person, liable on summary conviction to a fine not exceeding one hundred thousand dollars or to imprisonment for a term not exceeding twelve months or to both; and
	(b) in the case of an entity, liable on summary conviction to a fine not exceeding five hundred thousand dollars.
	Clause 332: Section 707 reads as follows:
	707. Where a body corporate commits an offence under this Act, any officer, director or agent of the body corporate who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and is liable on summary conviction to the punishment provided for the offence whether or not the body corporate has been prosecuted or convicted.
	Clause 333: New.
	Office of the Superintendent of Financial Institutions Act
	Clause 334: Subsection 6(1) and the heading before it read as follows:
	Duties of the Superintendent
	6. (1) The Superintendent shall perform the duties required to be performed by the Superintendent in the Acts or portions thereof referred to in the schedule to this Part and shall examine into and report to the Minister from time to time on all matters connected with the administration of those Acts or portions thereof.
	Clause 335: Subsection 7(1) reads as follows:
	7. (1) The Superintendent shall engage exclusively in the duties of the Superintendent under section 6 and the duties of the Superintendent as the deputy head of the Office.
	Clause 336: Section 10 reads as follows:
	10. The Superintendent may authorize a Deputy Superintendent to perform such of the duties and functions of the Superintendent as the Superintendent may specify.
	Clause 337: Subsection 17(2) reads as follows:
	(2) The Minister may spend, for the purpose mentioned in subsection (1), any assessment and interim assessment received pursuant to section 23 and any other revenue arising out of the operations of the Office.
	Clause 338: Paragraph 22(2)(a.01) is new. The relevant portion of subsection 22(2) reads as follows:
	(2) Nothing in subsection (1) prevents the Superintendent from disclosing any information
	(a) to any government agency or regulatory body charged with the regulation of financial institutions for purposes related to that regulation,
	Clause 339: Sections 23.1 to 23.3 are new. Section 23 reads as follows:
	23. (1) The Superintendent shall, before December 31 in each year, ascertain
	(a) the total amount of expenses incurred during the immediately preceding fiscal year for or in connection with the administration of the Bank Act, the Cooperative Credit Associations Act, the Green Shield Canada Act, the Insurance Companies Act and the Trust and Loan Companies Act;
	(b) the average total assets during the year ending on March 31 of that year of each bank;
	(c) the average total assets during the immediately preceding calendar year of each cooperative credit society to which the Cooperative Credit Associations Act applies;
	(c.1) the total amount of the net revenue received during the immediately preceding calendar year by Green Shield Canada from its prepayment plans other than administrative services only plans;
	(d) the total amount of net premiums received in Canada during the immediately preceding calendar year by each company, society, foreign company and provincial company to which the Insurance Companies Act applies; and
	(e) [Repealed, 1996, c. 6, s. 110]
	(f) the average total assets during the immediately preceding calendar year of each company to which the Trust and Loan Companies Act applies.

	(2) The amounts and average total assets ascertained by the Superintendent pursuant to subsection (1) are final and conclusive for the purposes of this section.
	(3) As soon as possible after ascertaining the amounts and average total assets referred to in subsection (1), the Superintendent shall, subject to this section, assess the amounts ascertained pursuant to paragraph (1)(a) against each financial institution referred to in subsection (1) to the extent and in the manner as the Governor in Council may, by regulation, prescribe.
	(4) The Superintendent may, during each fiscal year, prepare an interim assessment against any financial institution referred to in subsection (1).
	(5) Every assessment and interim assessment made pursuant to this section is final and conclusive and binding on the financial institution against which it was made.
	(6) Every assessment and interim assessment made pursuant to subsection (3) or (4) constitutes a debt due to Her Majesty, and is immediately payable and may be recovered as a debt in any court of competent jurisdiction.
	(7) Interest may be charged on the unpaid amount of any assessment or interim assessment under subsection (3) or (4) at a rate equal to the rate prescribed under the Income Tax Act for amounts payable by the Minister of National Revenue as refunds of overpayments of tax under that Act in effect from time to time plus two per cent.
	Trust and Loan Companies Act
	Clause 340: The relevant portion of subsection 11(1) reads as follows:
	11. (1) Subject to subsection (2), for the purposes of this Act, a security of a body corporate
	Clause 341: Section 20 reads as follows:
	20. (1) Unless the rights of a company are terminated pursuant to this Act, the right of a company to carry on its business is limited in the following manner, namely,
	(a) if Parliament sits on at least twenty days during the month of March in the year that is five years after the year in which this section comes into force, a company shall not carry on its business after March 31 of that year; and
	(b) if Parliament does not sit on at least twenty days during the month of March in the year that is five years after the year in which this section comes into force, a company shall not carry on its business after the sixtieth sitting day of Parliament next following March 31 of that year.
	(2) For the purposes of this section, Parliament is deemed to sit on each day that either House of Parliament sits.
	Clause 342: (1) The relevant portion of subsection 37(1) reads as follows:
	37. (1) Notwithstanding anything in this Act or the regulations, the Governor in Council may, on the recommendation of the Minister, by order, grant to a company in respect of which letters patent were issued pursuant to subsection 33(1) permission to

	(2) Subsections 37(3) and (4) read as follows:
	(3) Subject to subsection (4), the Governor in Council may, by order, renew a permission granted by order under subsection (1) with respect to any matter described in paragraphs (1)(b) to (e) for such further period or periods as the Governor in Council deems necessary.
	(4) The Governor in Council shall not grant to a company any permission
	(a) with respect to matters described in paragraph (1)(b), that purports to be effective more than ten years after the date of the approval for the company to commence and carry on business, unless the Governor in Council is satisfied on the basis of evidence on oath provided by an officer of the company that the company will not be able at law to redeem at the end of the ten years the outstanding debt obligations to which the permission relates; and
	(b) with respect to matters described in paragraphs (1)(d) and (e), that purports to be effective more than ten years after the date of the approval for the company to commence and carry on business.
	Clause 343: The relevant portion of subsection 38(2) reads as follows:
	(2) No approval referred to in subsection (1) may be given to a company unless the Minister is satisfied that
	. . .
	(b) in the case of an application referred to in paragraph (1)(a), the company holds no deposits that are insured under the Canada Deposit Insurance Corporation Act;
	(c) the company is not carrying on any of the fiduciary activities referred to in section 412; and
	Clause 344: The relevant portion of subsection 41(1) reads as follows:
	41. (1) A company may not be incorporated under this Act with a name
	. . .
	(c) that is the same as or, in the opinion of the Superintendent, confusingly similar to any existing
	(d) that is the same as or, in the opinion of the Superintendent, confusingly similar to the known name under or by which any entity carries on business or is identified; or
	Clause 345: New.
	Clause 346: Subsection 143(2) reads as follows:
	(2) If a meeting of shareholders is adjourned by one or more adjournments for an aggregate of thirty days or more, notice of the adjourned meeting shall be given as for an original meeting but, unless the meeting is adjourned by one or more adjournments for an aggregate of more than ninety days, subsection 265(1) does not apply.
	Clause 347: Subsection 146(2) reads as follows:
	(2) A company that solicits proxies shall, in the management proxy circular required by subsection 266(1), set out any proposal of a shareholder submitted for consideration at a meeting of shareholders or attach the proposal to the management proxy circular.
	Clause 348: New. Sections 262 to 269 relate to proxies. Those sections and the heading before section 262 are repealed by clause 366 and are reenacted, with amendments, by clause 348. Sections 262 to 269 and the heading before section 262 read as follows:
	Proxies
	262. In this section and sections 263 to 269,
	``registrant'' means a securities broker or dealer required to be regis tered to trade or deal in securities under the laws of any jurisdiction;
	``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 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 under section 265,
	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,
	(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 268, or
	(h) a solicitation by a person in respect of shares of which that person is the beneficial owner;
	``solicitation by or on behalf of the management of a company'' means a solicitation by any person pursuant to a resolution or instructions of, or with the acquiescence of, the directors or a committee of the directors of the company.
	263. (1) A shareholder entitled to vote at a meeting of shareholders may, by executing a form of proxy, appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders, 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.
	(2) A form of proxy shall be executed by a shareholder or by a shareholder's attorney authorized in writing to do so.
	(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 146(1).
	(4) A form of proxy must indicate, in bold face type, that the shareholder 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 behalf at the meeting to which the proxy relates, and must contain instructions as to the manner in which the shareholder may do so.
	(5) A proxy is valid only at the meeting in respect of which it is given or any adjournment thereof.
	(6) A shareholder may revoke a proxy
	(a) by depositing an instrument in writing executed by the shareholder or by the shareholder'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 preceding the day of the meeting, or an adjournment thereof, at which the proxy is to be used, or
	(ii) with the chairman of the meeting on the day of the meeting or an adjournment thereof; or
	(b) in any other manner permitted by law.
	264. The directors may specify in a notice calling a meeting of shareholders a time not exceeding forty-eight hours, excluding Saturdays and holidays, preceding the meeting or an adjournment thereof before which time executed forms of proxy to be used at the meeting must be deposited with the company or its transfer agent.
	265. (1) Subject to subsection 143(2) and subsection (2), the management of a company shall, concurrently with giving notice of a meeting of shareholders, send a form of proxy in prescribed form to each shareholder entitled to receive notice of the meeting.
	(2) Where a company has fewer than fifteen shareholders, two or more joint holders being counted as one shareholder, the management of the company is not required to send a form of proxy under subsection (1).
	266. (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, or
	(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 whose proxy is solicited and, if paragraph (b) applies, to the company.
	(2) A person who sends a management proxy circular or dissident's proxy circular shall concurrently file with the Superintendent
	(a) in the case of a management proxy circular, a copy thereof together with a copy of the notice of meeting, form of proxy and any other documents for use in connection with the meeting; and
	(b) in the case of a dissident's proxy circular, a copy thereof together with a copy of the form of proxy and any other documents for use in connection with the meeting.
	(3) On the application of an interested person, the Superintendent may, on such terms as the Superintendent thinks fit, exempt the interested person from any of the requirements of subsection (1) and section 265, and the exemption may be given retroactive effect.
	(4) The Superintendent shall set out in a periodical available to the public the particulars of exemptions granted under subsection (3) together with the reasons therefor.
	267. (1) A person who solicits a proxy and is appointed proxyholder shall attend in person or cause an alternate proxyholder to attend the meeting in respect of which the proxy is valid, and the proxyholder or alternate proxyholder shall comply with the directions of the shareholder who executed the form of proxy.
	(2) A proxyholder or an alternate proxyholder has the same rights as the appointing shareholder to speak at a meeting of shareholders in respect of any matter, to vote by way of ballot at the meeting and, except where a proxyholder or an alternate proxyholder has conflicting instructions from more than one shareholder, to vote at such a meeting in respect of any matter by way of a show of hands.
	(3) Notwithstanding subsections (1) and (2), where the chairman of a meeting of shareholders declares to the meeting that, if a ballot is conducted, the total number of votes attached to shares represented at the meeting by proxy required to be voted against what, to the knowledge of the chairman, will be the decision of the meeting in relation to any matter or group of matters is less than 5 per cent of all the votes that might be cast at the meeting on the ballot, then, unless a shareholder or proxyholder demands a ballot,
	(a) the chairman may conduct the vote in respect of that matter or group of matters by way of a show of hands; and
	(b) a proxyholder or alternate proxyholder may vote in respect of that matter or group of matters by way of a show of hands.
	268. (1) Shares of a company that are registered in the name of a registrant or registrant's nominee and that are not beneficially owned by the registrant shall not be voted unless the registrant forthwith after receipt thereof sends to the beneficial owner
	(a) a copy of the notice of the meeting, annual statement, management proxy circular, dissident's proxy circular and any other documents, other than the form of proxy, that were sent to shareholders by or on behalf of any person for use in connection with the meeting; and
	(b) a written request for voting instructions, except when the registrant has already received written voting instructions from the beneficial owner.
	(2) A registrant shall not vote or appoint a proxyholder to vote shares of a company registered in the registrant's name or in the name of the registrant's nominee that the registrant does not beneficially own unless the registrant receives voting instructions from the beneficial owner.
	(3) A person by or on behalf of whom a solicitation is made shall, at the request of a registrant, forthwith provide the registrant, at that person's expense, with the necessary number of copies of the documents referred to in paragraph (1)(a).
	(4) A registrant shall vote or appoint a proxyholder to vote any shares referred to in subsection (1) in accordance with any written voting instructions received from the beneficial owner.
	(5) If requested by a beneficial owner, a registrant shall appoint the beneficial owner or a nominee of the beneficial owner as proxyholder.
	(6) The failure of a registrant to comply with any of subsections (1) to (5) does not render void any meeting of shareholders or any action taken at the meeting.
	(7) Nothing in this Part gives a registrant the right to vote shares that the registrant is otherwise prohibited from voting.
	269. (1) If a form of proxy, management proxy circular or dissident's proxy circular contains an untrue statement of a material fact or omits to state a material fact required therein or necessary to make a statement contained therein not misleading in the light of the circumstances in which it was made, an interested person or the Superintendent may apply to a court and the court may make any order it thinks fit including, without limiting the generality of the foregoing,
	(a) an order restraining the solicitation or the holding of the meeting, or restraining any person from implementing or acting on any resolution passed at the meeting, to which the form of proxy, management proxy circular or dissident's proxy circular relates;
	(b) an order requiring correction of any form of proxy or proxy circular and a further solicitation; and
	(c) an order adjourning the meeting.
	(2) Where a person other than the Superintendent is an applicant under subsection (1), the applicant shall give to the Superintendent notice of the application and the Superintendent is entitled to appear and to be heard in person or by counsel.
	Clause 349: Subsection 161(3) reads as follows:
	(3) Paragraphs (2)(a) and (b) do not apply to the directors of a company where all the voting shares of the company, other than directors' qualifying shares, if any, are beneficially owned by a Canadian financial institution incorporated by or under an Act of Parliament, if the audit committee or the conduct review committee of the Canadian financial institution performs for and on behalf of the company all the functions that would otherwise be required to be performed by the audit committee or conduct review committee of the company under this Act.
	Clause 350: The relevant portion of section 164 reads as follows:
	164. The following persons are disqualified from being directors of a company:
	. . .
	(e) a person who holds shares of the company where, by section 386 or 399, the person is prohibited from exercising the voting rights attached thereto;
	(f) a person who is an officer, director or full time employee of an entity that holds shares of the company where, by section 386 or 399, the entity is prohibited from exercising the voting rights attached thereto;
	Clause 351: Subsection 167(2) reads as follows:
	(2) Subsection (1) does not apply where all the voting shares of a company, other than directors' qualifying shares, if any, are beneficially owned by a Canadian financial institution incorporated by or under an Act of Parliament.
	Clause 352: The relevant portion of subsection 172(3) reads as follows:
	(3) Subsection (2) does not apply
	(a) where any shareholder of a company beneficially owns all the voting shares of the company that are for the time being outstanding, other than directors' qualifying shares, if any; or
	Clause 353: Section 174 reads as follows:
	174. (1) If, immediately after any purported election or appointment of directors, the composition of the board of directors would fail to comply with subsection 163(2) or section 168, the purported election or appointment of all persons purported to be elected or appointed at that time is void.
	(2) If, after any purported election or appointment of directors, the composition of the board of directors would fail to comply with subsection 167(1), then, unless the directors within 45 days after the discovery of the non-compliance develop a plan, approved by the Superintendent, to rectify the non-compliance, the purported election or appointment of all persons purported to be elected or appointed at that time is void.
	(3) Subsections (1) and (2) do not apply in respect of any former-Act company until the day of the third annual meeting of shareholders after the coming into force of this section.
	(4) Where, at the close of a meeting of shareholders of a company, the shareholders have failed to elect the number or minimum number of directors required by this Act or the by-laws of a company, the purported election of directors at the meeting
	(a) is valid if the directors purported to be elected and those incumbent directors, if any, whose terms did not expire at the close of the meeting, together constitute a quorum; or
	(b) is void if the directors purported to be elected and those incumbent directors, if any, whose terms did not expire at the close of the meeting, together do not constitute a quorum.
	Clause 354: Subsections 175(1) to (3) read as follows:
	175. (1) Where, at the close of any meeting of shareholders of a company, subsection 174(1) or (4) applies, then notwithstanding subsections 170(2) and (3) and paragraphs 172(1)(f) and 176(1)(a), the board of directors shall, until such time as their successors are elected or appointed, consist solely of
	(a) where paragraph 174(4)(a) applies, the directors referred to in that paragraph; or
	(b) where subsection 174(1) or paragraph 174(4)(b) applies, those persons who were the incumbent directors immediately before the meeting.
	(2) Where, at the expiration of the 45 day period referred to in subsection 174(2), a plan to rectify the non-compliance with subsection 167(1) has not been approved by the Superintendent, then, notwithstanding subsections 170(2) and (3) and paragraphs 172(1)(f) and 176(1)(a), the board of directors shall, until such time as their successors are elected or appointed, consist solely of those persons who were the incumbent directors immediately before the meeting.
	(3) Where subsection (1) or (2) applies, the board of directors referred to in that subsection shall forthwith call a special meeting of shareholders to fill the vacancies where paragraph 174(4)(a) applies or elect a new board of directors where subsection 174(1) or (2) or paragraph 174(4)(b) applies.
	Clause 355: Subsection 179(1) reads as follows:
	179. (1) A company shall forthwith on receipt of a director's statement referred to in subsection 178(1) relating to a matter referred to in paragraph 178(1)(b) or (c), or a director's statement referred to in subsection 178(2), send a copy thereof to each shareholder entitled to receive a notice of meetings and to the Superintendent, unless the statement is included in or attached to a management proxy circular required by subsection 266(1).
	Clause 356: New.
	Clause 357: Section 184 reads as follows:
	184. Unless the by-laws otherwise provide, the directors may meet at any place, and on such notice as the by-laws require.
	Clause 358: New.
	Clause 359: Subsection 190(2) reads as follows:
	(2) A company shall attach to the notice of each annual meeting it sends to its shareholders a statement showing, in respect of the period of twelve months immediately preceding the date of the notice, the total number of directors' meetings and directors' committee meetings held during that period and the number of such meetings attended by each director.
	Clause 360: Paragraph 198(3)(c.1) is new. The relevant portion of subsection 198(3) reads as follows:
	(3) The audit committee of a company shall
	. . .
	(c) ensure that appropriate internal control procedures are in place;
	Clause 361: (1) The relevant portion of subsection 199(3) reads as follows:
	(3) The conduct review committee of a company shall
	(a) establish procedures for the review of transactions with related parties of the company to which Part XI applies;
	(b) review all proposed transactions with related parties of the company in accordance with Part XI; and
	(2) Subsections 199(4) to (6) read as follows:
	(4) A company shall report to the Superintendent on the mandate and responsibilities of the conduct review committee and the procedures established by the committee under paragraph (3)(a).
	(5) After each meeting of the conduct review committee of a company, the committee shall report to the directors of the company on all transactions and other matters reviewed by the committee.
	(6) Within ninety days after the end of each financial year, the directors of a company shall report to the Superintendent on the proceedings of the conduct review committee and on all transactions and other matters reviewed by the committee during the year.
	Clause 362: The relevant portion of section 202 reads as follows:
	202. The directors of a company may not delegate any of the following powers, namely, the power to
	. . .
	(f) authorize the payment of a commission on a securities issue;
	Clause 363: (1) The relevant portion of subsection 208(1) reads as follows:
	208. (1) A director referred to in subsection 207(1) shall not be present or vote on any resolution to approve the contract unless the contract is
	(2) New.
	Clause 364: (1) The relevant portion of subsection 236(1) reads as follows:
	236. (1) Notwithstanding anything in this Act or the regulations, the Governor in Council may, by order, on the recommendation of the Minister, grant to a company in respect of which the letters patent were issued pursuant to subsection 234(1) permission to

	(2) Subsection 236(3) reads as follows:
	(3) Subject to subsection (4), the Governor in Council may, by order, renew a permission granted by order under subsection (1) with respect to any matter described in any of paragraphs (1)(b) to (e) for such further period or periods as the Governor in Council deems necessary.
	(3) The relevant portion of subsection 236(4) reads as follows:
	(4) The Governor in Council shall not grant to a company any permission
	(a) with respect to matters described in paragraph (1)(b) that purports to be effective more than ten years after the date of the approval for the company to commence and carry on business unless the Governor in Council is satisfied on the basis of evidence on oath provided by an officer of the company that the company will not be able at law to redeem at the end of the ten years the outstanding debt obligations to which the permission relates; and
	Clause 365: The relevant portion of subsection 243(1) reads as follows:
	243. (1) A company shall prepare and maintain records containing
	. . .
	(e) particulars of exceptions granted by the Governor in Council pursuant to section 37 or 236 that are from time to time applicable to the company.
	Clause 366: Sections 262 to 269 and the heading before section 262 are reproduced in the explanatory note to clause 348.
	Clause 367: Subsections 271(1) and (2) read as follows:
	271. (1) A person who, on the day before the coming into force of this section, would have been or would have been deemed to be an insider of a distributing company if this section had been in force on that day, shall, not later than sixty days after the coming into force of regulations prescribing the form of an insider report, send to the Superintendent an insider report in prescribed form.
	(2) A person who becomes an insider on or after the coming into force of this section shall, not later than ten days after
	(a) the end of the month in which the person becomes an insider, or
	(b) the end of the month in which regulations prescribing the form of an insider report come into force,
	whichever is later, send to the Superintendent an insider report in prescribed form.
	Clause 368: New.
	Clause 369: Subsection 313(4) reads as follows:
	(4) The financial statements referred to in subsection (1) and paragraph (3)(b) and subsection 315(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.
	Clause 370: New.
	Clause 371: Section 317 reads as follows:
	317. (1) A company shall, not later than twenty-one days before each annual meeting of shareholders of the company, send to the Superintendent a copy of the documents referred to in subsections 313(1) and (3).
	(2) Subject to section 316, where a company fails to send a copy of the annual statement of the company to each shareholder at least twenty-one days before the date of the annual meeting at which the statement is to be considered, the meeting shall be adjourned until such time as that requirement has been complied with.
	Clause 372: New.
	Clause 373: (1) to (3) Paragraphs 377(4)(c) and (d) are new. Subsection 377(4) reads as follows:
	(4) Subsection (1) does not apply if the purchase or other acquisition of shares or the acquisition of control referred to in that subsection would
	(a) result in the acquisition of control of the company by the person; or
	(b) where the person controls the company but the voting rights attached to the aggregate of any voting shares of the company beneficially owned by the person and by entities controlled by the person do not exceed 50 per cent of the voting rights attached to all of the outstanding voting shares of the company, cause the voting rights attached to that aggregate to exceed 50 per cent of the voting rights attached to all of the outstanding voting shares of the company.
	(4) New.
	Clause 374: Section 386 reads as follows:
	386. (1) Where, with respect to any company, a person contravenes subsection 375(1) or fails to comply with an undertaking referred to in subsection 384(2), no person, and no entity controlled by that person, shall, in person or by proxy, exercise any voting rights attached to shares of the company beneficially owned by the person or any entity controlled by the person.
	(2) Subsection (1) shall cease to apply in respect of a person
	(a) where the person contravened subsection 375(1), when the shares to which the contravention relates have been disposed of; or
	(b) where the person failed to comply with an undertaking referred to in subsection 384(2), when the company complies with section 379.
	Clause 375: (1) to (3) Paragraphs 410(1)(c.1) and (d.1) are new. The relevant portion of subsection 410(1) reads as follows:
	410. (1) In addition to the powers that a company may exercise pursuant to section 409, a company may
	. . .
	(b) hold and otherwise deal with real property;
	(4) Subsection 410(3) reads as follows:
	(3) The Governor in Council may make regulations
	(a) respecting what a company may or may not do with respect to the carrying on of the activities referred to in paragraph (1)(c); and
	(b) imposing terms and conditions in respect of the provision of the services referred to in paragraphs (1)(a) and 409(2)(c) and the carrying on of the activities referred to in paragraph (1)(c).
	Clause 376: Subsection 414(2) reads as follows:
	(2) Subsection (1) does not apply in respect of any indemnity referred to in section 217.
	Clause 377: Paragraph 418(2)(d) is new. The relevant portion of subsection 418(2) reads as follows:
	(2) Subsection (1) does not apply in respect of
	Clause 378: Section 431 reads as follows:
	431. (1) Subject to subsection (2), a company shall not open a deposit account in the name of a customer unless, at the time the account is opened, the company provides the individual who requests the opening of the account with
	(a) a copy of the account agreement signed by that individual;
	(b) information in writing respecting all charges applicable to that account;
	(c) information in writing respecting how the customer will be notified of any increase to the charges referred to in paragraph (b) and any new charges applicable to the account;
	(d) information in writing respecting the company's procedures relating to complaints about the application of any charge applicable to the account; and
	(e) such other information in writing as is prescribed.
	(2) Where a deposit account is not a personal deposit account and the amount of a charge applicable to the account cannot be established at the time the account is opened, the company shall, as soon as is practicable after the amount is established, provide the customer in whose name the account is kept with a notice in writing of the amount of the charge.
	Clause 379: Section 435.1 is new. Sections 435 and 436 read as follows:
	435. For the purposes of this section and sections 436 to 442, ``cost of borrowing'' means, in respect of a loan made by a company,
	(a) the interest or discount applicable to the loan; and
	(b) such charges in connection therewith as are payable by the borrower to the company or to any person from whom the company receives any charges directly or indirectly and as are prescribed to be included in the cost of borrowing.
	436. (1) A company shall not make a loan to a natural person that is repayable in Canada unless the cost of borrowing, as calculated and expressed in accordance with section 437, has, in the prescribed manner, been disclosed by the company or otherwise as prescribed to the borrower at or before the time when the loan is made.
	(2) Subsection (1) does not apply in respect of
	(a) a loan in excess of two hundred and fifty thousand dollars or such other amount as may be prescribed, where the loan is secured by a mortgage on real property;
	(b) a loan in excess of one hundred thousand dollars or such other amount as may be prescribed, where the loan is not secured by a mortgage on real property; or
	(c) a loan that is one of a prescribed class of loans.
	Clause 380: (1) and (2) Paragraphs 438(1)(c) to (e) are new. The relevant portion of subsection 438(1) reads as follows:
	438. (1) Where a company makes a loan in respect of which the disclosure requirements of section 436 are applicable and the loan is required to be repaid either on a fixed future date or by instalments, the company shall disclose to the borrower, in accordance with the regulations,
	(a) whether the borrower has the right to repay the amount borrowed before the maturity of the loan and, if applicable,
	(i) particulars of the circumstances in which the borrower may exercise that right, and
	(3) Subsection 438(3) is new. Subsection 438(2) reads as follows:
	(2) In addition to disclosing the costs of borrowing and any charges or penalties described in paragraph (1)(b) in respect of any loan obtained through the use of a payment, credit or charge card, a company that issues such a card in Canada to a natural person shall, in accordance with the regulations, disclose to the person particulars of the person's rights and obligations and any charges for which the person is responsible by reason of accepting or using the card.
	Clause 381: Section 438.1 is new. Sections 439 and 440 read as follows:
	439. No person shall authorize the publication, issue or appearance of any advertisement in Canada relating to loans offered to natural persons by a company and purporting to indicate a rate of interest or other charges to be paid by the borrower, unless the advertisement discloses the cost of borrowing in accordance with the regulations.
	440. The Governor in Council may make regulations
	(a) respecting the manner in which and the time at which the cost of borrowing and any rebate of the cost of borrowing are to be disclosed by a company to a borrower;
	(b) respecting the manner of calculating the cost of borrowing;
	(c) respecting the circumstances under which the cost of borrowing is to be expressed as an amount in dollars and cents;
	(d) specifying any class of loans that are not to be subject to subsection 436(1) or 438(1) or section 439 or the regulations or any specified provisions thereof;
	(e) respecting the manner in which and the time at which any rights, obligations, charges or penalties referred to in sections 436 to 439 are to be disclosed;
	(f) prohibiting the imposition of any charge or penalty referred to in sections 438 and 439 or providing that the charge or penalty, if imposed, will not exceed a prescribed amount;
	(g) respecting the method of calculating the amount of rebate of the cost of borrowing, or the portion thereof referred to in subparagraph 438(1)(a)(ii); and
	(h) respecting such other matters or things as are necessary to carry out the purposes of sections 436 to 439.
	Clause 382: The relevant portion of subsection 441(1) reads as follows:
	441. (1) A company shall
	(a) establish procedures for dealing with complaints made by customers of the company about the application of charges applicable to deposit accounts or payment, credit or charge cards with the company or the disclosure of or manner of calculating the cost of borrowing in respect of a loan made by the company;
	Clause 383: Subsection 442(1) reads as follows:
	442. (1) A company shall, in the prescribed manner, provide customers of the company who have complaints with respect to their deposit accounts or payment, credit or charge cards or the disclosure of or manner of calculating the cost of borrowing in respect of a loan with prescribed information on how they may contact the Office of the Superintendent of Financial Institutions.
	Clause 384: The relevant portion of subsection 443(3) reads as follows:
	(3) Subsection (1) does not apply in respect of a loan
	. . .
	(b) the principal amount of which is in excess of one hundred thousand dollars or such other amount as may be prescribed.
	Clause 385: Section 444 reads as follows:
	444. The Governor in Council may make regulations governing the use by a company of any information supplied to the company by its customers.
	Clause 386: (1) to (3) Subparagraphs (b)(v) and (c)(iii) of the definition ``commercial loan'' in subsection 449(1) are new. The relevant portion of the definition ``commercial loan'' in subsection 449(1) reads as follows:
	``commercial loan'' means
	(a) any loan made or acquired by a company, other than
	. . .
	(iv) a loan that is secured by a mortgage on real property
	(A) where the mortgage is on residential property and the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, does not exceed 75 per cent of the value of the property at the time the loan is made, or
	(B) where the mortgage is on a real property other than residential property and the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, does not exceed 75 per cent of the value of the property at the time the loan is made and the property provides an annual income sufficient to pay all annual expenses related to the property, including the payments owing under the mort gage and the mortgages having an equal or prior claim against the property,
	(v) a loan that is secured by a mortgage on real property and the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, exceeds 75 per cent of the value of the property at the time the loan is made if repayment of the amount of the loan that exceeds 75 per cent of the value of the property is guaranteed or insured by a government agency or a private insurer approved by the Superintendent, or
	. . .
	(b) an investment in debt obligations, other than
	. . .
	(c) an investment in shares of a body corporate or ownership interests in an unincorporated entity, other than
	. . .
	(ii) participating shares;
	(4) The relevant portion of the definition ``information services corporation'' in subsection 449(1) reads as follows:
	``information services corporation'' means a body corporate that, ex cept as may be prescribed, is primarily engaged in
	. . .
	(b) providing advisory and other services in the design, development and implementation of information management systems, or
	(c) designing, developing and marketing computer software,
	and the activities of which may include, as an ancillary activity, the design, development, manufacture or sale of special purpose computer hardware;
	(5) The relevant portion of the definition ``special purpose computer hardware'' in subsection 449(1) reads as follows:
	``special purpose computer hardware'' means computer equipment that is not generally available and that is integral to the provision of
	Clause 387: (1) Subsection 451(1) reads as follows:
	451. (1) Subject to subsections (2) and (3), no company shall acquire or increase a substantial investment in any entity, other than an entity referred to in section 453 or 454.
	(2) The relevant portion of subsection 451(2) reads as follows:
	(2) A company may acquire or increase a substantial investment in an entity that is not an entity referred to in section 453 or 454 by way of
	. . .
	(b) an acquisition of shares of or ownership interests in the entity by a financial institution or a specialized financing corporation that is controlled by the company.
	(3) The relevant portion of subsection 451(3) reads as follows:
	(3) A company may acquire or increase a substantial investment in an entity that is not an entity referred to in section 453 or 454 by way of
	(4) New.
	Clause 388: (1) The relevant portion of subsection 453(1) reads as follows:
	453. (1) Subject to subsection (3) and Part XI, a company may acquire or increase a substantial investment in a body corporate if the body corporate is any of the following, namely,
	. . .
	(l) a financial holding corporation that does not have a substantial investment in any entity, other than a body corporate referred to in this subsection or a real property holding vehicle referred to in subsection (2);
	(2) New.
	(3) and (4) Paragraphs 453(3)(a.1) and (c) are new. The relevant portion of subsection 453(3) reads as follows:
	(3) A company may not acquire or increase a substantial investment in a body corporate pursuant to subsection (1) unless
	(5) Subsections 453(7) and (8) are new. Subsections 453(4) to (6) read as follows:
	(4) Notwithstanding paragraph (3)(a), a company need not control a foreign institution or other body corporate incorporated elsewhere than in Canada in which it has a substantial investment and which it would otherwise be required to control pursuant to that paragraph where the laws or customary business practices of the country under the laws of which the foreign institution or body corporate was incorporated do not permit the company to control the foreign institution or body corporate.
	(5) For the purposes of subsections (3) and (4), ``control'' means ``control within the meaning of section 3, determined without regard to paragraph 3(1)(d)''.
	(6) Where a company controls a body corporate referred to in paragraph (3)(a), the company may only divest itself of shares of the body corporate in such number that the result would be that the company would no longer control the body corporate but would have a substantial investment in the body corporate
	(a) if the company is permitted to do so by regulations made pursuant to paragraph 459(b); and
	(b) with the prior written approval of the Minister on the advice of the Superintendent.
	Clause 389: (1) Subsection 457(1) reads as follows:
	457. (1) Notwithstanding anything in this Part, where a company has made a loan to an entity and, pursuant to the terms of the agreement between the company and the entity with respect to the loan and any other documents governing the terms of the loan, a default has occurred, the company may acquire
	(a) where the entity is a body corporate, all or any of the shares of the body corporate,
	(b) where the entity is an unincorporated entity, all or any of the ownership interests in the entity,
	(c) all or any of the shares or all or any of the ownership interests in any entity that is an affiliate of the entity, or
	(d) all or any of the shares of a body corporate that is primarily engaged in holding shares of, ownership interests in or assets acquired from the entity or any of its affiliates,
	but the company shall within two years after acquiring the shares or ownership interests do all things necessary to ensure that the company does not have a substantial investment in any entity referred to in paragraphs (a) to (d).
	(2) Subsections 457(2) and (3) read as follows:
	(2) Notwithstanding subsection (1), where on September 27, 1990 a former-Act company had an investment in an entity that is a substantial investment within the meaning of section 10 and the company subsequently increases that substantial investment by way of an investment made pursuant to subsection (1), the company shall, within two years after increasing the substantial investment, do all things necessary to ensure that its substantial investment in the entity is no greater than it was on September 27, 1990.
	(3) The Superintendent may, in the case of any particular company, extend the period of two years referred to in subsections (1) and (2) for such further period or periods, and on such terms and conditions, as the Superintendent considers necessary.
	(3) New.
	Clause 390: Subsections 458(2) to (4) read as follows:
	(2) Subject to subsection 76(2), where, pursuant to the realization of a security interest held by a company, the company acquires a substantial investment in an entity, the company shall, within two years after the day on which the substantial investment was acquired, do all things necessary to ensure that the company no longer has a substantial investment in the entity.
	(3) Notwithstanding subsection (2), where on September 27, 1990 a former-Act company had an investment in an entity that is a substantial investment within the meaning of section 10 and the company subsequently increases that substantial investment by way of a realization of security pursuant to subsection (1), the company shall, within two years after increasing the substantial investment, do all things necessary to ensure that its substantial investment in the entity is no greater than it was on September 27, 1990.
	(4) The Superintendent may, in the case of any particular company, extend the period of two years referred to in subsections (2) and (3) for such further period or periods, and on such terms and conditions, as the Superintendent considers necessary.
	Clause 391: The relevant portion of section 459 reads as follows:
	459. The Governor in Council may make regulations
	(a) permitting the acquisition or increase of substantial investments for the purposes of subsection 453(3);
	(b) permitting a company to divest itself of shares for the purposes of subsection 453(6); and
	Clause 392: (1) The relevant portion of subsection 460(1) reads as follows:
	460. (1) Subject to subsection (3), the value of all loans, investments and interests acquired by a company and any of its prescribed subsidiaries as a result of a realization of a security interest or pursuant to section 457 shall not be included in calculating the value of loans, investments and interests of the company and its prescribed subsidiaries under sections 461 to 467
	. . .
	(b) for a period of two years following the day on which the loan, investment or interest was acquired, in the case of a loan, investment or interest, other than an interest in real property.
	(2) Subsection 460(3) reads as follows:
	(3) Subsection (1) does not apply to any loan, investment or interest that is defined by regulation made pursuant to section 465 to be an interest in real property.
	Clause 393: The relevant portion of section 466 reads as follows:
	466. A company shall not, and shall not permit its prescribed subsidiaries to,
	(a) purchase or otherwise acquire any participating shares of any body corporate or any ownership interests in any unincorporated entity, other than those of an entity referred to in section 453 in which the company has, or by virtue of the acquisition would have, a substantial investment, or
	(b) acquire control of a body corporate that holds shares or ownership interests referred to in paragraph (a),
	if the aggregate value of
	. . .
	(d) all ownership interests in unincorporated entities
	beneficially owned by the company and its prescribed subsidiaries exceeds, or the purchase or acquisition would cause that aggregate value to exceed, 70 per cent of the regulatory capital of the company.
	Clause 394: (1) The relevant portion of section 467 reads as follows:
	467. A company shall not, and shall not permit its prescribed subsidiaries to,
	(a) purchase or otherwise acquire
	. . .
	(ii) ownership interests in an unincorporated entity, or
	Clause 395: Section 469 reads as follows:
	469. Where a company has a substantial investment in an entity as permitted by this Part and the company becomes aware of a change in the business or affairs of the entity that, if the change had taken place prior to the acquisition of the substantial investment, would have precluded the acquisition, the company shall be deemed to have acquired, on the day the company becomes aware of the change, a temporary investment in respect of which paragraph 456(1)(b) or subsection 456(2) applies.
	Clause 396: Section 470 reads as follows:
	470. A company shall not, without the approval in writing of the Superintendent, in any transaction or series of transactions with the same party during a period of twelve months, acquire or dispose of, directly or indirectly, assets, other than assets that are debt obligations referred to in subparagraphs (b)(i) to (iv) of the definition ``commercial loan'' in subsection 449(1), having a value in excess of 10 per cent of the total assets of the company within the meaning of section 463 as at the beginning of the twelve month period.
	Clause 397: New.
	Clause 398: (1) to (3) The relevant portion of subsection 474(1) reads as follows:
	474. (1) For the purposes of this Part, a person is a related party of a company where the person
	. . .
	(b) is a director or an officer of the company or of a body corporate that controls the company or is acting in a similar capacity in respect of an unincorporated entity that controls the company;
	. . .
	(d) is an entity in which a director or an officer of the company has a substantial investment;
	. . .
	(f) is an entity in which the spouse, or a child who is less than eighteen years of age, of a person described in paragraph (d) or (e) has a substantial investment;
	(g) is an entity that is controlled by a person referred to in any of paragraphs (a) to (c) or by an entity referred to in any of paragraphs (d) to (f); or
	(h) is a person, or a member of a class of persons, designated under subsection (3) or (4) as, or deemed under subsection (5) to be, a related party of the company.
	(4) Subsection 474(2) reads as follows:
	(2) An entity in which a company has a substantial investment is deemed not to be an entity referred to in paragraph (1)(e) unless the person referred to in that paragraph has a substantial investment in the entity otherwise than through the person's controlling interest in the company.
	(5) Subsections 474(6) to (8) read as follows:
	(6) Notwithstanding paragraph (1)(a), a person shall be deemed not to be a related party of a company where
	(a) the person would otherwise be a related party of the company by reason only that the person has a significant interest in a class of non-voting shares of the company that do not amount to more than 10 per cent of the equity, within the meaning of subsection 379(5), of the company; and
	(b) the Superintendent has, pursuant to subsection 375(5), exempted that class of non-voting shares of the company from the application of section 375.
	(7) For the purpose of determining whether an entity or a person has a substantial investment for the purposes of any of paragraphs (1)(d) to (f), the references to ``control'' and ``controlled'' in section 10 shall be construed as references to ``control, within the meaning of section 3, determined without regard to paragraph 3(1)(d),'' and ``controlled, within the meaning of section 3, determined without regard to paragraph 3(1)(d),'', respectively.
	(8) For the purposes of paragraph (1)(g), ``controlled'' means ``controlled, within the meaning of section 3, determined without regard to paragraph 3(1)(d)''.
	Clause 399: Subsections 475(4) and (5) read as follows:
	(4) Notwithstanding that a person who has a significant interest in a class of shares of a company is a related party of the company by reason of paragraph 474(1)(a), where the person is a financial institution incorporated by or under an Act of Parliament and is the holding body corporate of a company that is the subsidiary of the body corporate, the person is not a related party of the company.
	(5) For the purposes of subsection (4), a central, within the meaning of section 472 of the Cooperative Credit Associations Act, is deemed to be a financial institution incorporated by or under an Act of Parliament.
	Clause 400: Subsection 483(3) reads as follows:
	(3) Notwithstanding subsection 477(2), a company shall be deemed not to have indirectly entered into a transaction in respect of which this Part applies where the transaction is entered into by a service corporation, within the meaning of section 449, that is controlled by the company if subsection 490(1) is complied with.
	Clause 401: (1) Subsection 484(1) reads as follows:
	484. (1) Subject to subsection (2) and sections 485 and 486, a company may enter into any transaction with a related party of the company if the related party is
	(a) a natural person who is a related party of the company by reason only of being
	(i) a director or an officer of the company or of an entity that controls the company, or
	(ii) the spouse, or a child who is less than eighteen years of age, of a director or an officer of the company or of an entity that controls the company; or
	(b) an entity that is a related party of the company by reason only of being an entity
	(i) in which a director or an officer of the company, or the spouse or a child who is less than eighteen years of age of such person, has a substantial investment,
	(ii) that is controlled by a director or an officer of an entity that controls the company, or the spouse or a child who is less than eighteen years of age of such person, or
	(iii) that is controlled by an entity in which a director or an officer of the company, or the spouse or a child who is less than eighteen years of age of such person, has a substantial investment.
	(2) Subsection 484(2) reads as follows:
	(2) A company may, with respect to a related party of the company referred to in subsection (1) who is a full-time officer of the company, make, take an assignment of or otherwise acquire a loan to the related party only if the aggregate principal amount of all outstanding loans to the related party that are held by the company and its subsidiaries, together with the principal amount of the proposed loan, does not exceed the greater of twice the annual salary of the related party and one hundred thousand dollars.
	(3) Subsections 484(4) to (6) read as follows:
	(4) Notwithstanding section 489, a company may make a loan, other than a margin loan, to an officer of the company on terms and conditions more favourable to the officer than those offered to the public by the company if those terms and conditions have been approved by the conduct review committee of the company.
	(5) Notwithstanding section 489, a company may make a loan referred to in paragraph 479(b) to the spouse of an officer of the company on terms and conditions more favourable to the spouse of that officer than those offered to the public by the company if those terms and conditions have been approved by the conduct review committee of the company.
	(6) Notwithstanding section 489, a company may offer financial services, other than loans or guarantees, to an officer of the company, or to the spouse or a child who is less than eighteen years of age of an officer of the company, on terms and conditions more favourable than those offered to the public by the company where
	(a) the financial services are offered by the company to employees of the company on such favourable terms and conditions; and
	(b) the approval of the conduct review committee of the company has been obtained.
	Clause 402: The relevant portion of subsection 485(1) reads as follows:
	485. (1) Except with the concurrence of at least two thirds of the directors present at a meeting of the board of directors of the company, a company shall not, with respect to a related party of the company referred to in subsection 484(1),
	(a) make, take an assignment of or otherwise acquire a loan to the related party, including a margin loan referred to in section 486,
	(b) make a guarantee on behalf of the related party, or
	(c) make an investment in the securities of the related party
	if, immediately following the transaction, the aggregate of
	(d) the principal amount of all outstanding loans to the related party that are held by the company and its subsidiaries, other than
	. . .
	(ii) where the related party is a full-time officer of the company, loans to the related party that are permitted by subsection 484(2),
	. . .
	would exceed 2 per cent of the regulatory capital of the company.
	Clause 403: Section 486 reads as follows:
	486. The Superintendent may establish terms and conditions with respect to the making by a company of margin loans to any director or officer of the company.
	Clause 404: Sections 490 and 491 read as follows:
	490. (1) No company shall enter into any transaction permitted by this Part, except as provided in subsections 484(4) to (6), unless the conduct review committee of the company is satisfied that the transaction is on terms and conditions at least as favourable to the company as market terms and conditions, within the meaning of subsection 489(2), and has approved the transaction.
	(2) Nothing in this section or paragraph 199(3)(b) precludes the conduct review committee of a company from approving a general arrangement covering a number or series of transactions of a similar type or nature that may be entered into or made during the term of the arrangement.
	(3) An arrangement that is approved under subsection (2) shall be reviewed by the conduct review committee at least once a year during the term of the arrangement.
	(4) The approval of the conduct review committee under this section need not be obtained in respect of
	(a) transactions in respect of which subsection 485(1) applies;
	(b) transactions entered into pursuant to section 478; and
	(c) such transactions as are prescribed to be exempted from the requirements of this section.
	491. No company shall enter into any transaction, other than a transaction referred to in paragraph 490(4)(b) or (c), with any person who has ceased to be a related party of the company during the period of twelve months after the date on which the person ceased to be a related party of the company, unless the conduct review committee of the company is satisfied that the transaction is on terms and conditions at least as favourable to the company as market terms and conditions, within the meaning of subsection 489(2), and has approved the transaction.
	Clause 405: Section 493 reads as follows:
	493. Where a company has entered into a transaction that the company is prohibited from entering into by this Part or where a company has entered into a transaction for which approval is required under subsection 485(1) or 490(1) or section 491 without having obtained the approval, the company shall, on becoming aware of that fact, forthwith notify the Superintendent.
	Clause 406: Paragraph 503(2)(a.01) is new. The relevant portion of subsection 503(2) reads as follows:
	(2) Nothing in subsection (1) prevents the Superintendent from disclosing any information
	(a) to any government agency or regulatory body charged with the regulation of financial institutions for purposes related to that regulation,
	Clause 407: New.
	Clause 408: Paragraph 531(a.1) is new. The relevant portion of section 531 reads as follows:
	531. The Governor in Council may make regulations
	Clause 409: Subsection 534(1) reads as follows:
	534. (1) Every person who is guilty of an offence under any of subsections 533(1) to (4) is
	(a) in the case of a natural person, liable on summary conviction to a fine not exceeding one hundred thousand dollars or to imprisonment for a term not exceeding twelve months or to both; and
	(b) in the case of an entity, liable on summary conviction to a fine not exceeding five hundred thousand dollars.
	Clause 410: Section 535 reads as follows:
	535. Where an entity commits an offence under this Act, any officer, director or agent of the entity who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and is liable on summary conviction to the punishment provided for the offence whether or not the entity has been prosecuted or convicted.
	Winding-up and Restructuring Act
	Clause 411: The relevant portion of subsection 161(2) reads as follows:
	(2) No payment on a claim by
	. . .
	(b) a policyholder of the company claiming a minimum amount that the company has agreed to pay under a policy or in respect of an amount for which a segregated fund is maintained pursuant to section 451, 542 or 593 of the Insurance Companies Act for a deficiency if the assets of the fund are insufficient to satisfy such a claim
	shall be made unless the assets of the company are sufficient to pay the claims referred to in subsection (1) and all of the terms of the policies of policyholders referred to in that subsection have been satisfied in full including any interest component of those policies accruing to the date of payment of the claim.