Bill C-38
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Donated
shares
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(3) An insurance holding company may
accept from any shareholder a share of the
insurance holding company surrendered to it
as a gift, but may not extinguish or reduce a
liability in respect of an amount unpaid on any
such share except in accordance with section
757.
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Holding as
personal
representa- tive
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755. (1) An insurance holding company
may permit its subsidiaries to hold, in the
capacity of a personal representative, shares
of the insurance holding company or of any
body corporate that controls the insurance
holding company or ownership interests in
any unincorporated entity that controls the
insurance holding company, but only if the
subsidiary does not have a beneficial interest
in the shares or ownership interests.
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Security
interest
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(2) An insurance holding company may
permit its subsidiaries to hold, by way of a
security interest, shares of the insurance
holding company or of any body corporate
that controls the insurance holding company
or any ownership interests of any entity that
controls the insurance holding company if the
security interest is nominal or immaterial
when measured by criteria established by the
insurance holding company that have been
approved in writing by the Superintendent.
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Cancellation
of shares
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756. (1) Subject to subsection (2), where an
insurance holding company purchases shares
of the insurance holding company or fractions
thereof or redeems or otherwise acquires
shares of the insurance holding company, the
insurance holding company shall cancel those
shares.
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Requirement
to sell
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(2) If a subsidiary of an insurance holding
company, through the realization of security,
acquires any shares of the insurance holding
company or of any body corporate that
controls the insurance holding company or
any ownership interests in an unincorporated
entity that controls the insurance holding
company, the insurance holding company
shall cause its subsidiary to, within six months
after the day of the realization, sell or
otherwise dispose of the shares or ownership
interests.
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Reduction of
capital
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757. (1) The stated capital of an insurance
holding company may be reduced by special
resolution.
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Limitation
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(2) An insurance holding company shall not
reduce its stated capital by special resolution
if there are reasonable grounds for believing
that the insurance holding company is, or the
reduction would cause the insurance holding
company to be, in contravention of a
regulation referred to in subsection 992(1) or
(2) or in a direction made under subsection
992(3).
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Contents of
special
resolution
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(3) A special resolution to reduce the stated
capital of an insurance holding company shall
specify the stated capital account or accounts
from which the reduction of stated capital
effected by the special resolution will be
deducted.
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Approval by
Superinten- dent
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(4) A special resolution to reduce the stated
capital of an insurance holding company has
no effect until it is approved in writing by the
Superintendent.
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Conditions for
approval
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(5) No approval to reduce the stated capital
of an insurance holding company may be
given by the Superintendent unless
application therefor is made within three
months after the time of the passing of the
special resolution and a copy of the special
resolution, together with a notice of intention
to apply for approval, has been published in
the Canada Gazette.
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Statements to
be submitted
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(6) In addition to evidence of the passing of
a special resolution to reduce the stated capital
of an insurance holding company and of the
publication thereof, statements showing
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shall be submitted to the Superintendent at the
time of the application for approval of the
special resolution.
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Recovery by
action
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758. (1) Where any money or property was
paid or distributed to a shareholder or other
person as a consequence of a reduction of
capital made contrary to section 757, a
creditor of the insurance holding company
may apply to a court for an order compelling
the shareholder or other person to pay the
money or deliver the property to the insurance
holding company.
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Shares held
by personal
representa- tive
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(2) No person holding shares in the capacity
of a personal representative and registered on
the records of the insurance holding company
as a shareholder and therein described as the
personal representative of a named person is
personally liable under subsection (1), but the
named person is subject to all the liabilities
imposed by that subsection.
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Limitation
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(3) An action to enforce a liability imposed
by subsection (1) may not be commenced
more than two years after the date of the act
complained of.
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Remedy
preserved
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(4) This section does not affect any liability
that arises under section 841.
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Adjustment of
stated capital
account
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759. (1) On a purchase, redemption or other
acquisition by an insurance holding company
of shares or fractions thereof issued by it, the
insurance holding company shall deduct from
the stated capital account maintained for the
class or series of shares so purchased,
redeemed or otherwise acquired an amount
equal to the result obtained by multiplying the
stated capital in respect of the shares of that
class or series by the number of shares of that
class or series so purchased, redeemed or
otherwise acquired and dividing by the
number of shares of that class or series
outstanding immediately before the purchase,
redemption or other acquisition.
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Adjustment of
stated capital
account
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(2) An insurance holding company shall
adjust its stated capital account or accounts in
accordance with any special resolution
referred to in section 757.
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Shares
converted to
another class
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(3) On a conversion of outstanding shares of
an insurance holding company into shares of
another class or series, or on a change of
outstanding shares of the insurance holding
company into shares of another class or series,
the insurance holding company shall
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Stated capital
of convertible
shares
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(4) For the purposes of subsection (3) and
subject to the insurance holding company's
by-laws, where an insurance holding company
issues two classes of shares and there is
attached to each class a right to convert a share
of one class into a share of the other class and
a share is so converted, the amount of stated
capital attributable to a share in either class is
the aggregate of the stated capital of both
classes divided by the number of outstanding
shares of both classes immediately before the
conversion.
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Conversion or
change of
shares
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(5) Shares issued by an insurance holding
company and converted into shares of another
class or series, or changed under subsection
851(1) into shares of another class or series,
become issued shares of the class or series of
shares into which the shares have been
converted or changed.
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Addition to
stated capital
account
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760. On a conversion of any debt obligation
of an insurance holding company into shares
of a class or series of shares, the insurance
holding company shall
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Declaration of
dividend
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761. (1) The directors of an insurance
holding company may declare and an
insurance holding company may pay a
dividend by issuing fully paid shares of the
insurance holding company or options or
rights to acquire fully paid shares of the
insurance holding company and, subject to
subsection (4), the directors of an insurance
holding company may declare and an
insurance holding company may pay a
dividend in money or property, and, where a
dividend is to be paid in money, the dividend
may be paid in a currency other than the
currency of Canada.
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Notice to
Superinten- dent
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(2) The directors of an insurance holding
company shall notify the Superintendent of
the declaration of a dividend at least ten days
prior to the day fixed for its payment.
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Share
dividend
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(3) If shares of an insurance holding
company are issued in payment of a dividend,
the insurance holding company shall record in
the stated capital account maintained or to be
maintained for the shares of the class or series
issued in payment of the dividend the declared
amount of the dividend stated as an amount of
money.
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When
dividend not
to be declared
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(4) The directors of an insurance holding
company shall not declare and an insurance
holding company shall not pay a dividend if
there are reasonable grounds for believing that
the insurance holding company is, or the
payment would cause the insurance holding
company to be, in contravention of a
regulation referred to in subsection 992(1) or
(2) or in a direction made under subsection
992(3).
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Subordinated Indebtedness
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Restriction on
subordinated
indebtedness
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762. (1) An insurance holding company
shall not issue subordinated indebtedness
unless the subordinated indebtedness is fully
paid for in money or, with the approval of the
Superintendent, in property.
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References to
subordinated
indebtedness
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(2) A person shall not in any prospectus,
advertisement, correspondence or literature
relating to any subordinated indebtedness
issued or to be issued by an insurance holding
company refer to the subordinated
indebtedness otherwise than as subordinated
indebtedness.
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Other
currencies
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(3) When issuing subordinated
indebtedness, an insurance holding company
may provide that any aspect of the
subordinated indebtedness relating to money
or involving the payment of or the liability to
pay money in relation thereto be in a currency
other than that of Canada including, without
restricting the generality of the foregoing, the
payment of any interest thereon.
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Security Certificates and Transfers
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Sections 85 to
139 apply
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763. Sections 85 to 139 apply in respect of
insurance holding companies, subject to the
following:
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DIVISION 6 |
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CORPORATE GOVERNANCE |
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Subdivision 1
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Shareholders
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Place of Meetings
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Place of
meetings
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764. Meetings of shareholders of an
insurance holding company shall be held at
the place within Canada provided for in the
by-laws of the insurance holding company or,
in the absence of any such provision, at the
place within Canada that the directors
determine.
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Calling Meetings
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Calling
meetings
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765. The directors of an insurance holding
company
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Record Dates
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Fixing record
date
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766. (1) For the purpose of determining
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the directors may fix in advance a date as the
record date for the determination of
shareholders, but the record date so fixed shall
not precede by more than fifty days the
particular action to be taken.
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Record date
for meetings
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(2) For the purpose of determining
shareholders entitled to receive notice of a
meeting of shareholders, the directors may fix
in advance a date as the record date for the
determination of shareholders, but the record
date so fixed shall not precede the date on
which the meeting is to be held by more than
fifty days or less than twenty-one days.
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No record
date fixed
under
subsection (1)
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(3) If no record date is fixed under
subsection (1) for the determination of
shareholders for any purpose for which a
record date could have been fixed under that
subsection, the record date for the
determination of shareholders for that purpose
is the date on which the directors pass the
resolution relating to that purpose.
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No record
date fixed for
shareholders
under
subsection (2)
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(4) If no record date is fixed under
subsection (2) for the determination of
shareholders entitled to receive notice of a
meeting, the record date for the determination
of shareholders entitled to receive notice of, or
to vote at, that meeting is
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Notice of
record date
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(5) Subject to subsection (6), where a record
date is fixed for the determination of
shareholders for any purpose, notice of the
record date shall, not less than seven days
before the record date, be given
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Exception
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(6) Notice of a record date need not be given
where the requirement to give the notice is
waived in writing by every holder of a share of
the class or series affected by the fixing of the
record date whose name is set out in the central
securities register at the close of business on
the day on which the directors fix the record
date.
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Notices of Meetings
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Notice of
meeting
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767. (1) Notice of the time and place of a
meeting of shareholders of a company shall be
sent not less than twenty-one days or more
than fifty days before the meeting to
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Number of
eligible votes
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(2) An insurance holding company in
respect of which subsection 927(4) applies
shall set out in the notice of a meeting the
number of eligible votes, as defined under
subsection 793(1), that may be cast at the
meeting as of the record date for determining
the shareholders entitled to receive the notice
of meeting, or if there are to be separate votes
of shareholders at the meeting, the number of
eligible votes, as defined in that subsection, in
respect of each separate vote to be held at the
meeting.
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Waiver of
notice
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(3) An insurance holding company is not
required under subsection (1) to send to a
person notice of a meeting if the person waives
notice of the meeting. That waiver may be in
any manner.
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Attendance
constitutes
waiver
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(4) A person who attends a meeting of
shareholders is deemed to have waived notice
of the meeting, except where the 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.
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Publication in
newspaper
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(5) In addition to the notice required under
subsection (1), where any class of shares of an
insurance holding company is publicly traded
on a recognized stock exchange in Canada,
notice of the time and place of the meeting of
shareholders 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 insurance holding
company is situated and in each place in
Canada where the insurance holding company
has a transfer agent or where a transfer of the
insurance holding company's shares may be
recorded.
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