Bill C-8
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64. Subsection 142(2) of the French
version of the Act is replaced by the
following:
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Renonciation
à l'avis
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(2) La présence à l'assemblée équivaut à
une renonciation de l'avis de convocation,
sauf lorsque la personne y assiste
spécialement pour s'opposer aux
délibérations au motif que l'assemblée n'est
pas régulièrement convoquée.
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65. The portion of subsection 145(1) of
the Act before paragraph (a) is replaced by
the following:
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Shareholder
list
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145. (1) A bank shall prepare a list, which
may be in electronic form, of its shareholders
entitled to receive notice of a meeting under
paragraph 138(1)(a), arranged in alphabetical
order and showing the number of shares held
by each shareholder, which list must be
prepared
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66. Section 148 of the Act is replaced by
the following:
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One share -
one vote
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148. Subject to section 156.09, if a share of
a bank entitles the holder of the share to vote
at a meeting of shareholders, that share
entitles the shareholder to one vote at the
meeting.
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67. The Act is amended by adding the
following after section 156.08:
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Restrictions on Voting |
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Meaning of
``eligible
votes''
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156.09 (1) In this section, ``eligible votes''
means the total number of votes that may be
cast by or on behalf of shareholders on a vote
of shareholders or a vote of holders of a class
or series of shares, as the case may be, in
respect of any particular matter, calculated
without regard to subsection (2).
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Restriction
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(2) At a meeting of shareholders of a bank
with equity of five billion dollars or more, no
person and no entity controlled by any person
may, in respect of any vote of shareholders or
holders of any class or series of shares of the
bank, cast votes in respect of any shares
beneficially owned by the person or the entity
that are, in aggregate, more than 20 per cent of
the eligible votes that may be cast in respect of
that vote.
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Proxyholders
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(3) No person who is a proxyholder for a
person or for an entity controlled by a person
may cast votes to which the proxy relates that
the person or entity may not cast by reason of
subsection (2).
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Exception
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(4) If a person is, with respect to a bank, a
person referred to in subsection 375(1),
subsections (2) and (3) do not apply with
respect to votes cast by or on behalf of the
person during any period that the person is
entitled under section 375 to remain a major
shareholder of the bank.
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Exception
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(5) Subsections (2) and (3) do not apply in
respect of votes cast by or on behalf of any
entity that controls the bank or any entity that
is controlled by an entity that controls the
bank.
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Exception
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(6) Subsection (2) does not apply in respect
of a vote held under section 218.
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Validity of
vote
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(7) A vote in respect of a particular matter
is not invalid merely because a person voted
contrary to subsection (2) or (3).
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Disposition of
shareholdings
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(8) If, with respect to any bank, a person
contravenes subsection (2) or (3), the Minister
may, by order, direct the shareholder of the
shares to which the contravention relates or
any person controlled by that shareholder to
dispose of any number of shares of the bank
beneficially owned by any of those persons
that the Minister specifies in the order, within
the time specified in the order and in the
proportion, if any, as between the shareholder
and the persons controlled by that shareholder
that is specified in the order.
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Restriction on
voting rights
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(9) If the Minister makes an order under
subsection (8), the person to whom the order
relates may not, in person or by proxy,
exercise any voting rights that are attached to
shares of the bank beneficially owned by the
person.
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Subsection (9)
ceases to
apply
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(10) Subsection (9) ceases to apply in
respect of a person when the shares to which
the order relates have been disposed of.
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Reliance on
number in
notice
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(11) For the purpose of this section, a person
is entitled to rely on the number of eligible
votes set out in a notice of a meeting under
subsection 138(1.1).
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Designation
of persons
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(12) For the purpose of this section, the
Minister may, with respect to a particular
bank, designate two or more persons who are
parties to an agreement, commitment or
understanding referred to in section 9 to be a
single person.
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68. Paragraph 157(2)(f) of the French
version of the Act is replaced by the
following:
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69. Subsection 159(2) of the Act is
replaced by the following:
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Residency
requirement
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(2) At least one half of the directors of a
bank that is a subsidiary of a foreign bank and
at least two thirds of the directors of any other
bank must be, at the time of each director's
election or appointment, resident Canadians.
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1997, c. 15,
s. 12
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70. Paragraphs 160(e) and (f) of the Act
are replaced by the following:
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71. The Act is amended by adding the
following after section 160:
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Exception
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160.1 Paragraph 160(g) does not apply to a
person if
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72. Subsection 163(2) of the Act, as
amended by section 13 of An Act to amend
certain laws relating to financial institutions,
being chapter 15 of the Statutes of Canada,
1997, is repealed.
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73. Section 168 of the Act is amended by
adding the following after subsection (3):
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Exception
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(3.1) Subsection (2) does not apply to a
widely held bank with equity of five billion
dollars or more or to a bank in respect of which
subsection 378(1) applies.
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74. Subsection 172(1) of the Act is
amended by striking out the word ``or'' at
the end of paragraph (c), by adding the
word ``or'' at the end of paragraph (d) and
by adding the following after paragraph
(d):
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75. Paragraph 183(1)(a) of the Act is
replaced by the following:
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76. The Act is amended by adding the
following after section 183:
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Presence of
unaffiliated
director
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183.1 (1) The directors of a bank shall not
transact business at a meeting of directors
unless at least one of the directors who is not
affiliated with the bank is present.
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Exception
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(2) Despite subsection (1), the directors of
a bank may transact business at a meeting of
directors if a director who is not affiliated with
the bank and who is not able to be present
approves, in writing or by telephonic,
electronic or other communications facilities,
the business transacted at the meeting.
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Exception
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(3) Subsection (1) does not apply if 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.
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1997, c. 15,
s. 23(1)
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77. Paragraph 195(3)(b) of the Act is
replaced by the following:
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77.1 Section 204 of the French version of
the Act is replaced by the following:
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Déclaration
suffisante
d'intérêt
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204. Pour l'application du paragraphe
202(1), quiconque donne au conseil un avis
général lui faisant savoir qu'il est
administrateur ou dirigeant d'une entité ou
possède un intérêt important dans une
personne, et doit être considéré comme ayant
un intérêt dans tout contrat conclu avec cette
entité ou personne, s'acquitte de son
obligation de déclaration d'intérêt.
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78. The portion of section 211 of the Act
before paragraph (a) is replaced by the
following:
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Reliance on
statement
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211. A director, an officer or an employee of
a bank is not liable under subsection 158(1) or
(2), section 207 or 210 or subsection 506(1) if
the director, officer or employee relies in good
faith on
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79. The portion of subsection 212(1) of
the French version of the Act before
paragraph (a) is replaced by the following:
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Indemnisa- tion
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212. (1) La banque peut indemniser ses
administrateurs ou ses dirigeants - ou leurs
prédécesseurs -, ainsi que les personnes qui,
à sa demande, agissent ou ont agi en cette
qualité pour une entité dont elle est ou a été
actionnaire ou créancière, de tous leurs frais,
y compris les montants versés en règlement
d'une action ou pour satisfaire à un jugement,
entraînés par des procédures civiles, pénales
ou administratives auxquelles ils étaient
parties en cette qualité, sauf à l'occasion
d'actions intentées par la banque ou pour son
compte en vue d'obtenir un jugement
favorable, si :
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80. Section 215 of the Act is replaced by
the following:
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Incorporating
instrument
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215. On the application of a bank duly
authorized by special resolution, the Minister
may approve a proposal to add, change or
remove any provision that is permitted by this
Act to be set out in the bank's incorporating
instrument.
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81. Subsection 216(1) of the Act is
replaced by the following:
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Letters patent
to amend
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216. (1) On receipt of an application
referred to in section 215, the Minister may
issue letters patent to effect the proposal.
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82. (1) Subsection 217(1) of the Act is
amended by striking out the word ``or'' at
the end of paragraph (i) and by adding the
following after paragraph (i):
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(2) Subsection 217(3) of the Act is
replaced by the following:
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Effective date
of by-law
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(3) A by-law, or an amendment to or a
repeal of a by-law, made under subsection (1)
is not effective until it is confirmed or
confirmed as amended by the shareholders
under subsection (2) and, in the case of a
by-law referred to in paragraph (1)(i.1),
approved by the Superintendent.
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83. Subsection 221(1) of the Act is
replaced by the following:
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Proposal to
amend
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221. (1) Subject to subsection (2), a director
or a shareholder who is entitled to vote at an
annual meeting of shareholders of a bank may,
in accordance with sections 143 and 144,
make a proposal to make an application
referred to in section 215 or to make, amend
or repeal the by-laws referred to in subsection
217(1) of the bank.
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84. Section 223 of the Act is replaced by
the following:
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Application to
amalgamate
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223. (1) On the joint application of two or
more bodies corporate incorporated by or
under an Act of Parliament, including banks
and bank holding companies, the Minister
may issue letters patent amalgamating and
continuing the applicants as one bank.
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Restriction
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(2) Despite subsection (1), if one of the
applicants is a bank named in Schedule I as
that Schedule read immediately before the day
section 184 of the Financial Consumer
Agency of Canada Act comes into force, other
than a bank in respect of which the Minister
has specified that subsection 378(1) no longer
applies, the Minister shall not issue letters
patent referred to in subsection (1) unless
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Restriction
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(3) Despite subsection (1), if the
amalgamated bank would be a bank with
equity of five billion dollars or more, the
Minister shall not issue letters patent referred
to in that subsection unless the amalgamated
bank is
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85. Subsection 228(3) of the Act is
replaced by the following:
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Application of
sections 23 to
26
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(3) If two or more bodies corporate, none of
which is a bank, apply for letters patent under
subsection (1), sections 23 to 26 apply in
respect of the application with any
modifications that the circumstances require.
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Matters for
consideration
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(4) Before issuing letters patent of
amalgamation continuing the applicants as
one bank, the Minister shall take into account
all matters that the Minister considers relevant
to the application, including
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