Bill C-38

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First Reading

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	(b) in the case of a person referred to in paragraph (2)(c), remove the person from office as a director of the insurance holding company.
Risk of prejudice	(5) In forming an opinion under subsection (4), the Superintendent must consider whether the interests of the depositors, policyholders and creditors of any federal financial institution affiliated with the insurance holding company would likely be prejudiced if the person were to take office or continue to hold office, as the case may be.
Representa- tions may be made	(6) The Superintendent must in writing notify the person concerned and the insurance holding company of any action that the Superintendent proposes to take under subsection (4) and must afford them an opportunity within 15 days after the date of the notice, or within any longer period that the Superintendent allows, to make representations to the Superintendent in relation to the matter.
Prohibition	(7) Where an order has been made under subsection (4)
	(a) disqualifying a person from being elected or appointed to a position, the person shall not be, and the insurance holding company shall not permit the person to be, elected or appointed to the position; or
	(b) removing a director from office, the person shall not continue to hold, and the insurance holding company shall not permit the person to continue to hold, office as a director.
Removal of directors or senior officers	1007. (1) The Superintendent may, by order, remove a person from office as a director or senior officer of an insurance holding company if the Superintendent is of the opinion that the person is not suitable to hold that office
	(a) on the basis of the competence, business record, experience, conduct or character of the person; or
	(b) because the person has contravened or, by action or negligence, has contributed to the contravention of
	(i) this Act or the regulations made under it,
	(ii) a direction made under section 1003,
	(iii) an order made under subsection 992(3), or
	(iv) a prudential agreement entered into under section 1002 or an undertaking given by the insurance holding company to the Superintendent.
Risk of prejudice	(2) In forming an opinion under subsection (1), the Superintendent must consider whether the interests of the depositors, policyholders and creditors of any federal financial institution affiliated with the insurance holding company have been or are likely to be prejudiced by the person's holding office as a director or senior officer.
Representa- tions may be made	(3) The Superintendent must in writing notify the person concerned and the insurance holding company of any removal order that the Superintendent proposes to make under subsection (1) and must afford them an opportunity within 15 days after the date of the notice, or within any longer period that the Superintendent allows, to make representations to the Superintendent in relation to the matter.
Suspension	(4) If the Superintendent is of the opinion that the public interest may be prejudiced by the director or senior officer continuing to exercise the powers or carry out the duties and functions of that office during the period for making representations, the Superintendent may make an order suspending the director or senior officer. The suspension may not extend beyond 10 days after the expiration of that period.
Notice of order	(5) The Superintendent shall, without delay, notify the director or senior officer, as the case may be, and the insurance holding company of a removal order or suspension order.
Consequences of removal order	(6) The director or senior officer, as the case may be, ceases to hold that office as of the date the removal order is made or any later date specified in the order.
Appeal	(7) The director or senior officer, as the case may be, or the insurance holding company may, within 30 days after the date of receipt of notice of the removal order under subsection (5), or within any longer period that the Court allows, appeal the matter to the Federal Court.
Powers of Federal Court	(8) The Federal Court, in the case of an appeal, may dismiss the appeal or set aside the removal order.
Order not stayed by appeal	(9) A removal order is not stayed by an appeal.
	PART XVIII
	ADMINISTRATION
	Notices and Other Documents
Notice to directors, etc.	1008. (1) A notice or document required by this Act or the regulations, or by the incorporating instrument or by-laws of a company or society, to be sent to a shareholder, policyholder or director of a company, foreign company or provincial company or to a member or director of a society may be sent by prepaid mail addressed to, or may be delivered personally to,
	(a) the shareholder at the shareholder's latest address as shown in the records of the company, foreign company or provincial company or its transfer agent;
	(b) the director at the director's latest address as shown in the records of the company, society, foreign company or provincial company, or in the latest return made under section 549, 661 or 668; and
	(c) the policyholder or the member at the policyholder's or member's latest address as shown in the records of the company, society, foreign company or provincial company.
Notice to directors, etc.	(2) A notice or document required by this Act or the regulations, or by the incorporating instrument or by-laws of an insurance holding company to be sent to a shareholder or director of the insurance holding company may be sent by prepaid mail addressed to, or may be delivered personally to,
	(a) the shareholder at the shareholder's latest address as shown in the records of the insurance holding company or its transfer agent; and
	(b) the director at the director's latest address as shown in the records of the insurance holding company, or in the latest return made under section 994.
Presumption from return	1009. A director named in the latest return sent by a company, a society, a provincial society or an insurance holding company to the Superintendent under section 549, 661, 668 or 994 is presumed for the purposes of this Act to be a director of the company, society, provincial company or insurance holding company referred to in the return.
Presumption of receipt	1010. (1) A notice or document sent by mail in accordance with section 1008 to a shareholder, member, policyholder or director is deemed to be received by that person at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that person did not receive the notice or document at that time or at all.
Undelivered notices	(2) If a company, a society, a foreign company, a provincial company or an insurance holding company sends a notice or document to a shareholder, member or policyholder in accordance with section 1008 and the notice or document is returned on three consecutive occasions because the shareholder, member or policyholder cannot be found, the company, society, foreign company, provincial company or insurance holding company is not required to send any further notices or documents to the shareholder, member or policyholder until informed in writing of that person's new address.
Service on companies, etc.	1011. A notice or document required by this Act to be sent to or served on a company, a society, a foreign company, a provincial company or an insurance holding company may be sent by registered mail to the head office or chief agency, as the case may be, of the company, society, foreign company, provincial company or insurance holding company and, if so sent, is deemed to be received or served at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the company, society, foreign company, provincial company or insurance holding company did not receive the notice or document at that time or at all.
Certificate of companies, etc.	1012. (1) A certificate issued on behalf of a company, a society or an insurance holding company stating any fact that is set out in the incorporating instrument, the by-laws, the minutes of the meetings of the directors, a committee of directors or the shareholders, policyholders or members, or in a contract to which the company, society or insurance holding company is a party, may be signed by a director or an officer of the company, society or insurance holding company .
Proof of certain cases	(2) When introduced as evidence in any civil, criminal or administrative action or proceeding, the following are , in the absence of evidence to the contrary, proof of the facts so certified without proof of the signature or official character of the person appearing to have signed the certificate:
	(a) a fact stated in a certificate referred to in subsection (1);
	(b) a certified extract from a securities register of a company or of an insurance holding company ; or
	(c) a certified copy of, or an extract from, minutes of a meeting of shareholders, policyholders, members, directors or a committee of directors of a company, society or insurance holding company .
Entry in securities register	1013. An entry in the securities register of, or on a security certificate issued by, a company or an insurance holding company is evidence that the person in whose name the security is registered is the owner of the securities described in the register or in the certificate.
Verification of documents or fact	1014. (1) The Superintendent may require that a document or a fact stated in a document that is required by or under this Act to be sent to the Superintendent or to the Minister be verified in accordance with subsection (2).
Form of proof	(2) A document or fact required by this Act or by the Superintendent to be verified may be verified by affidavit made under oath or by statutory declaration under the Canada Evidence Act before any commissioner for oaths or for taking affidavits.
Alternative means of publication	1015. (1) Anything that is required by a provision of this Act to be published in the Canada Gazette or to be published in any other way may, instead of being published in that way, be published in any manner that may be prescribed for the purpose of that provision.
Alternative means of publishing summaries	(2) Anything that is required by a provision of this Act to be summarized in a publication may instead be summarized and published in any manner that may be prescribed for the purpose of that provision.
Publication conditions	(3) Any condition under a provision of this Act that something be published in the Canada Gazette or in any other way is satisfied if that thing is published instead in any manner that may be prescribed for the purpose of that provision.
Other consequences	(4) If a provision of this Act provides for consequences to follow the publication of something in the Canada Gazette or in any other manner, the same consequences follow the publication of that thing in any other manner that may be prescribed for the purpose of that provision.
	Approvals: Terms, Conditions and Undertakings
Definition of ``approval''	1016. (1) In this section, ``approval'' includes any consent, order, exemption, extension or other permission granted by the Minister or the Superintendent under this Act, and includes the issuance of letters patent.
Minister - terms, conditions and undertakings	(2) In addition to any other action that may be taken under this Act, the Minister may, in granting an approval, impose such terms and conditions or require such undertaking as the Minister considers necessary, including any terms, conditions or undertaking specified by the Superintendent to maintain or improve the safety and soundness of any financial institution regulated under an Act of Parliament and to which the approval relates or that may be affected by it.
Superintend- ent - terms, conditions and undertakings	(3) In addition to any other action that may be taken under this Act, the Superintendent may, in granting an approval, impose such terms and conditions or require such undertaking as the Superintendent considers necessary.
Effect of non-complian ce on approval	(4) Unless otherwise expressly provided in this Act, a failure to comply with a term or condition or an undertaking imposed or required under any provision of this Act does not invalidate the approval to which the term, condition or undertaking relates.
Non- compliance	(5) In addition to any other action that may be taken under this Act, in case of non-compliance by a person with a term, condition or undertaking imposed or required under any provision of this Act, the Minister or Superintendent, as the case may be, may
	(a) revoke, suspend or amend the approval to which the term, condition or undertaking relates; or
	(b) apply to a court for an order directing the person to comply with the term, condition or undertaking, and on such application the court may so order and make any other order it thinks fit.
Representa- tions	(6) Before taking any action under subsection (5), the Minister or the Superintendent, as the case may be, shall afford the person concerned a reasonable opportunity to make representations.
Revocation, suspension or amendment	(7) At the request of the person concerned, the Minister or the Superintendent, as the case may be, may revoke, suspend or amend any terms or conditions imposed by him or her or may revoke or suspend an undertaking given to him or her or approve its amendment.
	Orders and Directives
Not statutory instruments	1017. An instrument issued or made under this Act and directed to a single company, society, foreign company, provincial company, insurance holding company or person, other than an order referred to in section 532, is not a statutory instrument for the purposes of the Statutory Instruments Act.
Form	1018. The Superintendent may, by order, establish the form of any application to be made to the Minister or the Superintendent under this Act.
	Applications to Superintendent
Content of applications	1019. (1) The following applications to the Superintendent must contain the information, material and evidence that the Superintendent may require:
	(a) applications for approval under subsection 69(1), 76(2), 79(4), 84(1), 178(1) or 238(3), section 453, subsection 472(1), 495(8), 498(1) or (2) or 512(1), subparagraph 519(2)(b)(vi), section 522, subsection 523(2), 527(3) or (4), 528.3(1) or 542.03(4), section 542.09, subsection 557(1) or (2), 569(1), 597(1), 748(1), 755(2), 757(4), 762(1), 805(1), 851(3), 964(1), 971(6), 974(1) or 987(1);
	(b) applications for consent under subsection 75(1) or 754(1);
	(c) applications for exemptions under subsection 164.04(3), 268(1), 789(3) or 876(1); and
	(d) applications for extensions of time under subsection 498(3) or (5), 499(4), 500(4), 557(3) or (5), 558(4), 559(4), 974(2) or (4), 975(3) or 976(3).
Receipt	(2) Without delay after receiving the application, the Superintendent shall send a receipt to the applicant certifying the date on which it was received.
Notice of decision to applicant	(3) Subject to subsection (4), the Superintendent shall, within a period of thirty days after the receipt of the application, send to the applicant
	(a) a notice approving the application, subject to any terms and conditions that the Superintendent considers appropriate; or
	(b) if the Superintendent is not satisfied that the application should be approved, a notice to that effect.
Extension of period	(4) If the Superintendent is unable to complete the consideration of the application within the period referred to in subsection (3), the Superintendent shall, within that period, send a notice to the applicant informing the applicant that the Superintendent has extended the period for a further period set out in the notice.
Deemed approval	(5) If the applicant does not receive the notice required by subsection (3) or, where applicable, subsection (4), within the required period, the Superintendent is deemed to have approved the application and granted the approval, consent, exemption or extension to which the application relates, regardless of whether the approval, consent, extension or exemption is to be in writing or not.

Bill C-38

PART XVIII

ADMINISTRATION

Notices and Other Documents

Approvals: Terms, Conditions and Undertakings

Orders and Directives

Applications to Superintendent