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Bill C-8

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	(v) a prudential agreement entered into under section 675.1 or an undertaking given by the foreign company to the Superintendent.
Risk of prejudice	(2) In forming an opinion under subsection (1), the Superintendent must consider whether the interests of the policyholders and creditors of the foreign company in respect of its insurance business in Canada have been or are likely to be prejudiced by the person's holding office as chief agent.
Representatio ns may be made	(3) The Superintendent must in writing notify the chief agent and the foreign 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 is likely to be prejudiced by the chief agent 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 chief agent. 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 chief agent and the foreign company of a removal order or suspension order.
Consequences of removal order	(6) The chief agent 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 chief agent or the foreign 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.
	462. The Act is amended by adding the following before section 679:
Direction to transfer policies or to reinsure risks - society	678.5 (1) If the circumstances described in any of paragraphs 679(1.1)(a) to (e) or (g) exist in respect of a society, the Superintendent may, by order, subject to any terms and conditions the Superintendent may specify, direct it to 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, foreign company or body corporate incorporated under the laws of a province that is authorized to transact the classes of insurance to be so transferred or reinsured.
Compliance	(2) The society shall comply with the order within the time that the Superintendent specifies in the order or within any further period specified by the Superintendent.
Opportunity for representation s	(3) No order shall be issued to a society under subsection (1) unless the society is provided with a reasonable opportunity to make representations in respect of the matter.
Direction to transfer policies or to reinsure risks - foreign company that is a fraternal benefit society	678.6 (1) If the circumstances described in any of paragraphs 679(1.2)(a) to (d) or (f) exist in respect of a foreign company that is a fraternal benefit society, the Superintendent may, by order, subject to any terms and conditions the Superintendent may specify, direct it to transfer all or any portion of its policies in Canada to, or cause itself to be reinsured against all or any portion of the risks undertaken by it in respect of its policies in Canada by, any company, society, foreign company or body corporate incorporated under the laws of a province that is authorized to transact the classes of insurance to be so transferred or reinsured.
Compliance	(2) The foreign company shall comply with the order within the time that the Superintendent specifies in the order or within any further period specified by the Superintendent.
Opportunity for representation s	(3) No order shall be issued to a foreign company under subsection (1) unless the foreign company is provided with a reasonable opportunity to make representations in respect of the matter.
1997, c. 15, s. 326(3)	463. (1) Paragraph 679(1.1)(b) of the Act is repealed.
1996, c. 6, s. 96	(2) Subsection 679(1.1) of the Act is amended by striking out the word ``or'' at the end of paragraph (e) and by replacing paragraph (f) with the following:
	(f) the company, society or provincial company has failed to comply with an order of the Superintendent made under subsection 515(3) to increase its capital or with an order of the Superintendent made under subsection 516(4) or 678.5(1); or
	(g) in the opinion of the Superintendent, any other state of affairs exists in respect of the company, society or provincial company that may be materially prejudicial to the interests of the company's, society's or provincial company's policyholders or creditors or the owners of any assets under the company's, society's or provincial company's administration, including where proceedings under a law relating to bankruptcy or insolvency have been commenced in Canada or elsewhere in respect of the holding body corporate of the company or provincial company.
1996, c. 6, s. 96	(3) Paragraph 679(1.2)(b) of the Act is repealed.
1996, c. 6, s. 96	(4) Subsection 679(1.2) of the Act is amended by striking out the word ``or'' at the end of paragraph (d) and by replacing paragraph (e) with the following:
	(e) it has failed to comply with an order of the Superintendent made under subsection 608(4) to increase the margin of its assets in Canada over its liabilities in Canada or with an order of the Superintendent made under subsection 609(2) or 678.6(1); or
	(f) in the opinion of the Superintendent, any other state of affairs exists in respect of the foreign company that may be materially prejudicial to the interests of the foreign company's policyholders or creditors in Canada or the owners of any assets under the foreign company's administration in Canada, including where proceedings under a law relating to bankruptcy or insolvency have been commenced in Canada or elsewhere in respect of the holding body corporate of the foreign company.
1997, c. 15, s. 28	464. Section 692 of the French version of the Act is replaced by the following:
Réduction de la cotisation	692. Tout montant payé à Sa Majesté ou recouvré par elle conformément à l'article 691 de la présente loi ou à l'alinéa 161(1)d), au paragraphe 161(6) ou à l'alinéa 161(8)d) de la Loi sur les liquidations et les restructurations à l'égard d'une société est imputé dans la mesure et selon les modalités réglementaires.
1991, c. 47, par. 704(4)(b); 1996, c. 6, ss. 102, 103; 1997, c. 15, ss. 329 to 332; 1999, c. 31, s. 145(F); 2000, c. 12, s. 157	465. Parts XVI to XVIII of the Act are replaced by the following:
	PART XVI
	REGULATION OF COMPANIES AND FOREIGN COMPANIES - COMMISSIONER
Definition of ``société''	693. In the French version of this Part, ``société'' means a ``société'' or ``société étrangère'' within the meaning of section 2.
Required information	694. A company or foreign company shall provide the Commissioner with the information at the times and in the form that the Commissioner may require for the purposes of the administration of the Financial Consumer Agency of Canada Act and the consumer provisions.
Confidential information	695. (1) Subject to subsection (2), information regarding the business or affairs of a company or foreign company or regarding persons dealing with any of them that is obtained by the Commissioner or by any person acting under the direction of the Commissioner, in the course of the exercise or performance of powers, duties and functions referred to in subsection 5(1) of the Financial Consumer Agency of Canada Act, and any information prepared from that information, is confidential and shall be treated accordingly.
Disclosure permitted	(2) If the Commissioner is satisfied that the information will be treated as confidential by the agency, body or person to whom it is disclosed, subsection (1) does not prevent the Commissioner from disclosing it
	(a) to any government agency or body that regulates or supervises financial institutions, for purposes related to that regulation or supervision;
	(b) to any other agency or body that regulates or supervises financial institutions, for purposes related to that regulation or supervision;
	(c) to any compensation association designated by order of the Minister under subsection 449(1) or 591(1), for purposes related to its operation; and
	(d) to the Deputy Minister of Finance or any officer of the Department of Finance authorized in writing by the Deputy Minister of Finance or to the Governor of the Bank of Canada or any officer of the Bank of Canada authorized in writing by the Governor of the Bank of Canada, for the purposes of policy analysis related to the regulation of financial institutions.
Examination	696. (1) The Commissioner, from time to time, but at least once in each calendar year, shall make or cause to be made any examination and inquiry that the Commissioner considers necessary for the purposes of satisfying the Commissioner that the applicable consumer provisions are being complied with and, after the conclusion of each examination and inquiry, shall report on it to the Minister.
Access to records	(2) The Commissioner or a person acting under the Commissioner's direction in carrying out his or her duties under subsection (1)
	(a) has a right of access to any records, including electronic records, of a company or foreign company; and
	(b) may require the directors or officers of a company or foreign company to provide information and explanations, to the extent that they are reasonably able to do so, in respect of any matter subject to examination or inquiry under subsection (1).
Power of Commissioner on inquiry	697. The Commissioner, in carrying out his or her duties in relation to consumer provisions, has all the powers of a person appointed as a commissioner under Part II of the Inquiries Act for the purpose of obtaining evidence under oath, and may delegate those powers to any person acting under the Commissioner's direction.
Compliance agreement	698. The Commissioner may enter into an agreement, called a ``compliance agreement'', with a company or foreign company for the purposes of implementing any measure designed to further compliance by it with the consumer provisions.
	PART XVII
	INSURANCE HOLDING COMPANIES
	Purpose
Purpose	699. The purpose of this Part is to provide for the incorporation, formation and regulation of insurance holding companies that are holding bodies corporate of life companies.
	DIVISION 1
	INTERPRETATION
Definitions	700. (1) The following definitions apply in this Part.
``affairs'' « affaires internes »	``affairs'', with respect to an insurance holding company, means the relationships among the insurance holding company and its affiliates and the shareholders, directors and officers of the insurance holding company and its affiliates, but does not include the business of the insurance holding company or any of its affiliates.
``complainant '' « plaignant »	``complainant'', in relation to an insurance holding company or any matter concerning an insurance holding company, means
	(a) a registered holder or beneficial owner, and a former registered holder or beneficial owner, of a security of the insurance holding company or any of its affiliates;
	(b) a director or an officer, or a former director or officer, of the insurance holding company or any of its affiliates; or
	(c) any other person who, in the discretion of a court, is a proper person to make an application under section 912, 916 or 1031.
``subordinated indebtedness'' « titre secondaire »	``subordinated indebtedness'' means an instrument evidencing an indebtedness of an insurance holding company that by its terms provides that the indebtedness will, in the event of the insolvency or winding-up of the insurance holding company, be subordinate in right of payment to all liabilities of the insurance holding company except those liabilities that, by their terms, rank equally with or are subordinate to such indebtedness.
Provisions in other Parts	(2) A reference in a provision in this Part to a provision in any other Part is deemed to be a reference to that provision as it has been made applicable by this Part in respect of insurance holding companies.
References in other Parts	(3) A reference in a provision of another Part to a provision that has been made applicable in respect of insurance holding companies by this Part is to be read as including a reference to that provision as it has been made applicable in respect of insurance holding companies.
	DIVISION 2
	STATUS AND POWERS
Corporate powers	701. (1) An insurance holding company has the capacity of a natural person and, subject to this Act, the rights, powers and privileges of a natural person.
Powers restricted	(2) An insurance holding company shall not carry on any business or exercise any power that it is restricted by this Act from carrying on or exercising, or exercise any of its powers in a manner contrary to this Act.
Business in Canada	(3) An insurance holding company may carry on business throughout Canada.
Powers outside Canada	(4) Subject to this Act, an insurance holding company has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Canada to the extent and in the manner that the laws of that jurisdiction permit.
No invalidity	702. No act of an insurance holding company, including any transfer of property to or by an insurance holding company, is invalid by reason only that the act or transfer is contrary to the insurance holding company's incorporating instrument or this Act.
by-law not necessary	703. It is not necessary for an insurance holding company to pass a by-law in order to confer any particular power on the insurance holding company or its directors.
No personal liability	704. The shareholders of an insurance holding company are not, as shareholders, liable for any liability, act or default of the insurance holding company except as otherwise provided by this Act.
No constructive notice	705. No person is affected by or is deemed to have notice or knowledge of the contents of a document concerning an insurance holding company by reason only that the document has been filed with the Superintendent or the Minister or is available for inspection at an office of the insurance holding company.
Authority of directors and officers	706. An insurance holding company or a guarantor of an obligation of an insurance holding company may not assert against a person dealing with the insurance holding company or with any person who has acquired rights from the insurance holding company that
	(a) the insurance holding company's incorporating instrument or any by-laws of the insurance holding company have not been complied with,
	(b) the persons named as directors of the insurance holding company in the most recent return sent to the Superintendent under section 994 are not the directors of the insurance holding company,
	(c) the place named in the incorporating instrument or the by-laws of the insurance holding company is not the head office of the insurance holding company,
	(d) a person held out by the insurance holding company as a director, an officer or a representative of the insurance holding company has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the insurance holding company or usual for any such director, officer or representative, or
	(e) a document issued by any director, officer or representative of the insurance holding company with actual or usual authority to issue the document is not valid or not genuine,
	except where the person has or ought to have by virtue of the person's position with or relationship to the insurance holding company knowledge to that effect.
Sunset provision	707. (1) Subject to subsection (2), insurance holding companies shall not carry on business after the day that is five years after this section comes into force, except that if Parliament dissolves on that day or at any time within the three-month period before that day, insurance holding companies may continue to carry on business until the day that is one hundred and eighty days after the first day of the first session of the next Parliament.
Extension	(2) The Governor in Council may, by order, extend by up to six months the time during which insurance holding companies may continue to carry on business. No more than one order may be made under this subsection.