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Bill C-8

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	(e) whether the insurance holding company will be operated responsibly by persons with the competence and experience suitable for involvement in the operation of a financial institution;
	(f) the impact of any integration of the businesses and operations of the applicant or applicants with those of the insurance holding company and its affiliates on the conduct of those businesses and operations; and
	(g) the best interests of the financial system in Canada.
Exception	(2) Subject to section 933, the Minister shall take into account only paragraph (1)(d) if the application is in respect of a transaction that would result in the applicant or applicants holding
	(a) more than 10 per cent but no more than 20 per cent of any class of the outstanding voting shares of an insurance holding company in respect of which subsection 927(4) applies; or
	(b) more than 10 per cent but no more than 30 per cent of any class of the outstanding non-voting shares of such an insurance holding company.
National treatment	(3) Where a transaction in respect of which subsection 927(1) or (2) applies would cause an insurance holding company to become a subsidiary of a foreign institution that is engaged in the insurance business, that does not have any other insurance holding company as its subsidiary and that is a non-WTO Member foreign institution, the Minister shall not approve the transaction unless the Minister is satisfied that treatment as favourable for insurance holding companies to which this Act applies exists or will be provided in the jurisdiction in which the foreign institution principally carries on business, either directly or through a subsidiary.
Part XII of the Bank Act	(4) Nothing in subsection (1) or (3) affects the operation of Part XII of the Bank Act.
Terms and conditions	948. The Minister may impose any terms and conditions in respect of an approval given under this Division that the Minister considers necessary to ensure compliance with any provision of this Act.
Certifying receipt of application	949. (1) If, in the opinion of the Superintendent, an application filed under this Division contains all the required information, the Superintendent shall without delay refer the application to the Minister and send a receipt to the applicant certifying the date on which the completed application was received by the Superintendent.
Incomplete application	(2) If, in the opinion of the Superintendent, an application filed under this Division is incomplete, the Superintendent shall send a notice to the applicant specifying the information required by the Superintendent to complete the application.
Notice of decision to applicant	950. (1) Subject to subsections (2) and (3) and 951(1), the Minister shall, within a period of thirty days after the certified date referred to in subsection 949(1), send to the applicant
	(a) a notice approving the transaction to which the application relates; or
	(b) where the Minister is not satisfied that the transaction to which the application relates should be approved, a notice to that effect, advising the applicant of the right to make representations to the Minister in respect of the matter.
Notice	(2) Subject to subsections (4) and 951(2), if an application involves the acquisition of control of an insurance holding company, the Minister shall, within a period of forty-five days after the certified date referred to in subsection 949(1), send to the applicant
	(a) a notice approving the transaction to which the application relates; or
	(b) where the Minister is not satisfied that the transaction to which the application relates should be approved, a notice to that effect, advising the applicant of the right to make representations to the Minister in respect of the matter.
Extension of period for notice	(3) Where the Minister is unable to complete the consideration of an application within the period referred to in subsection (1), the Minister shall,
	(a) within that period, send a notice to that effect to the applicant; and
	(b) within a further period of thirty days after the date of the sending of the notice referred to in paragraph (a) or within such other further period as may be agreed on by the applicant and the Minister, send a notice referred to in paragraph (1)(a) or (b) to the applicant.
Extension of period for notice	(4) Where the Minister considers it appropriate to do so, the Minister may extend the period referred to in subsection (2) for one or more periods of forty-five days.
Reasonable opportunity to make representa- tions	951. (1) Where, after receipt of the notice referred to in paragraph 950(1)(b), the applicant advises the Minister that the applicant wishes to make representations, the Minister shall provide the applicant with a reasonable opportunity within a period of thirty days after the date of the notice, or within such further period as may be agreed on by the applicant and the Minister, to make representations in respect of the matter.
Reasonable opportunity to make representa- tions	(2) Where, after receipt of the notice referred to in paragraph 950(2)(b), the applicant advises the Minister that the applicant wishes to make representations, the Minister shall provide the applicant with a reasonable opportunity within a period of forty-five days after the date of the notice, or within such further period as may be agreed on by the applicant and the Minister, to make representations in respect of the matter.
Notice of decision	952. (1) Within a period of thirty days after the expiration of the period for making representations referred to in subsection 951(1), the Minister shall, in the light of any such representations and having regard to the matters to be taken into account, send a notice to the applicant indicating whether or not the Minister approves the transaction to which the application relates.
Notice of decision	(2) Within a period of forty-five days after the expiration of the period for making representations referred to in subsection 951(2), the Minister shall, in the light of any such representations and having regard to the matters to be taken into account, send a notice to the applicant indicating whether or not the Minister approves the transaction to which the application relates.
Deemed approval	953. Where the Minister does not send a notice under subsection 950(1) or (3) or 952(1) within the period provided for in those subsections, the Minister is deemed to have approved the transaction to which the application relates.
Constraining registra- tion - Crown and foreign governments	954. (1) No insurance holding company shall record in its securities register a transfer or issue of any share of the insurance holding company to
	(a) Her Majesty in right of Canada or of a province or any agent or agency of Her Majesty in either of those rights; or
	(b) the government of a foreign country or any political subdivision thereof, or any agent or agency thereof.
Exception	(2) Notwithstanding subsection (1), an insurance holding company that is a subsidiary of a foreign institution that is controlled by the government of a foreign country or any political subdivision thereof, or any agency thereof, may register a transfer or issue of a share or shares of the insurance holding company to the foreign institution or to any subsidiary of the foreign institution.
Suspension of voting rights held by governments	955. Notwithstanding section 775, where any voting shares of an insurance holding company are beneficially owned by
	(a) Her Majesty in right of Canada or of a province or any agency of Her Majesty in either of those rights, or
	(b) the government of a foreign country or any political subdivision thereof, or any agency thereof,
	no person shall, in person or by proxy, exercise the voting rights attached to those shares.
Disposition of shareholdings	956. (1) If, with respect to any insurance holding company, a person contravenes subsection 927(1), (4) or (6) or section 930, 931, 932 or 933 or fails to comply with an undertaking referred to in subsection 943(2) or with any term or condition imposed under section 948, the Minister may, if the Minister considers it in the public interest to do so, by order, direct that person and any person controlled by that person to dispose of such number of shares of the insurance holding company beneficially owned by any of those persons as the Minister specifies in the order, within such time as the Minister specifies therein and in such proportion, if any, as between the person and the persons controlled by that person as is specified in the order.
Representa- tions	(2) No direction shall be made under subsection (1) unless the Minister has provided each person to whom the direction relates and the insurance holding company concerned with a reasonable opportunity to make representations in respect of the subject-matter of the direction.
Appeal	(3) Any person with respect to whom a direction has been made under subsection (1) may, within thirty days after the date of the direction, appeal the matter in accordance with section 1020.
Application to court	957. (1) Where a person fails to comply with a direction made under subsection 956(1), an application on behalf of the Minister may be made to a court for an order to enforce the direction.
Court order	(2) A court may, on an application under subsection (1), make such order as the circumstances require to give effect to the terms of the direction and may, without limiting the generality of the foregoing, require the insurance holding company concerned to sell the shares that are the subject-matter of the direction.
Appeal	(3) An appeal from an order of a court under this section lies in the same manner as, and to the same court to which, an appeal may be taken from any other order of the court.
Interest of securities underwriter	958. This Division does not apply to a securities underwriter in respect of shares of a body corporate or ownership interests in an unincorporated entity that are acquired by the underwriter in the course of a distribution to the public of those shares or ownership interests and that are held by the underwriter for a period of not more than six months.
Arrange- ments to effect compliance	959. (1) The directors of an insurance holding company may make such arrangements as they deem necessary to carry out the intent of this Division and, in particular, but without limiting the generality of the foregoing, may
	(a) require any person in whose name a share of the insurance holding company is held to submit a declaration setting out
	(i) the beneficial ownership of the share, and
	(ii) such other information as the directors deem relevant for the purposes of this Division;
	(b) require any person who wishes to have a transfer of a share registered in the name of, or to have a share issued to, that person to submit a declaration referred to in paragraph (a) as though the person were the holder of that share; and
	(c) determine the circumstances in which a declaration referred to in paragraph (a) is to be required, the form of the declaration and the times at which it is to be submitted.
Order of Superinten- dent	(2) The Superintendent may, by order, direct an insurance holding company to obtain from any person in whose name a share of the insurance holding company is held a declaration setting out the name of every entity controlled by that person and containing information concerning
	(a) the ownership or beneficial ownership of the share; and
	(b) such other related matters as are specified by the Superintendent.
Compliance required	(3) As soon as possible after receipt by an insurance holding company of a direction under subsection (2),
	(a) the insurance holding company shall comply with the direction; and
	(b) every person who is requested by the insurance holding company to provide a declaration containing information referred to in subsection (1) or (2) shall comply with the request.
Outstanding declaration: effect	(4) Where, pursuant to this section, a declaration is required to be submitted by a shareholder or other person in respect of the issue or transfer of any share, an insurance holding company may refuse to issue the share or register the transfer unless the required declaration is submitted.
Reliance on information	960. An insurance holding company and any person who is a director or an officer, employee or agent of the insurance holding company may rely on any information contained in a declaration required by the directors pursuant to section 959 or on any information otherwise acquired in respect of any matter that might be the subject of such a declaration, and no action lies against the insurance holding company or any such person for anything done or omitted to be done in good faith in reliance on any such information.
Exemption regulations	961. The Governor in Council may, by regulation, exempt from any of the provisions of this Division any transaction or any class of transactions involving the transfer of shares on the death of the beneficial owner thereof, or any arrangement made in contemplation of the death of the beneficial owner, to one or more members of the beneficial owner's family, or to one or more trustees on their behalf.
Competition Act	962. Nothing in, or done under the authority of, this Act affects the operation of the Competition Act.
	DIVISION 8
	BUSINESS AND POWERS
Main business	963. (1) Subject to this Part, an insurance holding company shall not engage in or carry on any business other than
	(a) acquiring, holding and administering investments that are permitted by this Part;
	(b) providing management, advisory, financing, accounting, information processing or other prescribed services to entities in which it has a substantial investment; and
	(c) any other prescribed business.
Regulations	(2) The Governor in Council may make regulations prescribing businesses or services for the purposes of subsection (1).
Restriction on partnerships	964. (1) Except with the approval of the Superintendent, an insurance holding company shall not be a general partner in a limited partnership or a partner in a general partnership.
Meaning of ``general partnership''	(2) For the purposes of subsection (1), ``general partnership'' means any partnership other than a limited partnership.
Restriction on guarantees	965. (1) An insurance holding company shall not guarantee on behalf of any person the payment or repayment of any sum of money.
Exception	(2) Subsection (1) does not apply if
	(a) the person on whose behalf the insurance holding company has undertaken to guarantee the payment or repayment is a subsidiary of the insurance holding company; and
	(b) the subsidiary has an unqualified obligation to reimburse the insurance holding company for the full amount of the payment or repayment to be guaranteed.
Regulations	(3) The Governor in Council may make regulations imposing terms and conditions in respect of guarantees permitted by this section.

Bill C-8

DIVISION 8

BUSINESS AND POWERS