Insurance Companies Act (S.C. 1991, c. 47)

Marginal note:Authenticating agent’s duty

138 An authenticating trustee, registrar, transfer agent or other agent of an issuer has, in respect of the issue, registration of transfer and cancellation of a security of the issuer,

• (a) a duty to the issuer to exercise good faith and reasonable diligence; and

• (b) the same obligations to the holder or owner of a security and the same rights, privileges and immunities as the issuer.

Marginal note:Notice to agent

139 Notice to an authenticating trustee, registrar, transfer agent or other agent of an issuer is notice to the issuer in respect of the functions performed by the agent.

PART VICorporate Governance

DIVISION IShareholders and Policyholders

Place of Meetings

Marginal note:Place of meetings

• 140 (1) Meetings of shareholders or policyholders of a company shall be held at the place within Canada provided for in the by-laws of the company or, in the absence of any such provision, at the place within Canada that the directors determine.

• Marginal note:Participation by electronic means

  (2) Unless the by-laws provide otherwise, any person who is entitled to attend a meeting of shareholders or policyholders may participate in the meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting if the company makes one available. A person who is participating in a meeting by one of those means is deemed for the purposes of this Act to be present at the meeting.

• Marginal note:Regulations

  (3) The Governor in Council may make regulations respecting the manner of and conditions for participating in a meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

Calling Meetings

Marginal note:Calling meetings

• 141 (1) The directors of a company

  • (a) shall, after the meeting called pursuant to subsection 50(1) or (2), call the first annual meeting of shareholders and policyholders of the company, which meeting must be held not later than six months after the end of the first financial year of the company;

  • (b) shall subsequently call an annual meeting of shareholders and policyholders, which meeting must be held not later than six months after the end of each financial year; and

  • (c) may at any time call a special meeting of shareholders or policyholders.

• Marginal note:Order to delay calling annual meeting

  (2) Despite subsection (1), the company may apply to the court for an order extending the time for calling an annual meeting.

• Marginal note:Obligation to notify Superintendent

  (3) The company shall give notice of the application to the Superintendent before any hearing concerning the application and shall provide the Superintendent with a copy of any order that is issued.

• Marginal note:Superintendent’s right to appear

  (4) The Superintendent is entitled to appear and be heard in person or by counsel at any hearing concerning the application.

Record Dates

Marginal note:Authority to fix record date

• 142 (1) The directors may in advance fix a record date, that is within the prescribed period, for the determination of

  • (a) shareholders who are entitled to receive payment of a dividend;

  • (b) shareholders or policyholders who are entitled to participate in a liquidation distribution;

  • (c) shareholders

    • (i) who are entitled to receive notice of a meeting of shareholders or a meeting of shareholders and policyholders,

    • (ii) who are entitled to vote at a meeting of shareholders or at a meeting of shareholders and policyholders, or

    • (iii) for any other purpose;

  • (d) policyholders who are entitled to

    • (i) receive notice of a meeting of policyholders or a meeting of shareholders and policyholders, or

    • (ii) vote at a meeting of policyholders or at a meeting of shareholders and policyholders; or

  • (e) policyholders for any other purpose except

    • (i) the right to receive payment of a policy dividend or bonus,

    • (ii) any purpose where the determination of policyholders is governed by contract, and

    • (iii) the right to receive benefits in respect of the conversion of a mutual company into a company with common shares.

• Marginal note:Determination of record date — shareholders

  (2) If no record date is fixed,

  • (a) the record date for the determination of shareholders who are entitled to receive notice of a meeting of shareholders or a meeting of shareholders and policyholders is

    • (i) at the close of business on the day immediately preceding the day on which the notice is given, or

    • (ii) if no notice is given, the day on which the meeting is held; and

  • (b) the record date for the determination of shareholders for any other purpose, other than to establish a shareholder’s right to vote, is at the close of business on the day on which the directors pass a resolution in respect of that purpose.

• Marginal note:Determination of record date — policyholders

  (3) If no record date is fixed,

  • (a) the record date for the determination of policyholders who are entitled to receive notice of a meeting of policyholders or a meeting of shareholders and policyholders is

    • (i) at the close of business on the day immediately preceding the day on which the notice is given, or

    • (ii) if no notice is given, the day on which the meeting is held;

  • (b) the record date for the determination of policyholders entitled to vote at a meeting is the day on which the meeting is held; and

  • (c) the record date for the determination of policyholders for any other purpose is at the close of business on the day on which the directors pass a resolution in respect of that purpose.

• Marginal note:Notice of record date — shareholders

  (4) If a record date is fixed and unless notice of the record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the securities register at the close of business on the day on which the directors fix the record date, notice of the record date shall be given within the prescribed period by

  • (a) advertisement in a newspaper in general circulation in the place where the company’s head office is situated and in each place in Canada where the company has a transfer agent or where a transfer of its shares may be recorded; and

  • (b) written notice to each stock exchange in Canada on which the company’s shares are listed for trading.

Notices of Meetings

Marginal note:Notice of meeting

• 143 (1) Notice of the time and place of a meeting of a company’s shareholders or policyholders shall be sent within the prescribed period to

  • (a) each shareholder entitled to vote at the meeting;

  • (b) each policyholder who is determined under subsection (1.4) or (1.6) to be entitled to notice if no business referred to in subparagraphs (c)(i) to (iii) is to be dealt with;

  • (c) each policyholder entitled to vote at the meeting if any of the following business is to be dealt with:

    • (i) authorizing the company to apply to the Minister for approval of a mutualization proposal or amalgamation agreement,

    • (ii) confirming a by-law changing the rights of policyholders to vote at meetings or the province in which the head office of the company is situated, or

    • (iii) approving an agreement setting out the terms and means of effecting the transfer of all or substantially all of the company’s policies or the reinsurance of all or substantially all of the company’s policies;

  • (d) each director;

  • (e) the auditor of the company;

  • (f) the actuary of the company; and

  • (g) the Superintendent.

• Marginal note:Exception

  (1.001) In the case of a company that is not a distributing company and does not have any policyholders entitled to vote, notice may be sent within any shorter period specified in its by-laws.

• Marginal note:Number of eligible votes

  (1.01) A converted company in respect of which subsection 407(4) applies or a company to which subsection 407(5) applies shall set out in the notice of a meeting the number of eligible votes, as defined under subsection 164.08(1), that may be cast at the meeting as of the record date for determining the shareholders or policyholders entitled to receive the notice of meeting or, if there are to be separate votes of shareholders or policyholders 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.

• Marginal note:Waiver of notice

  (1.1) A 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.

• Marginal note:Attendance constitutes waiver

  (1.2) A person who attends a meeting of shareholders or policyholders 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.

• Marginal note:Practices of policyholder notification

  (1.3) A company shall adopt and follow either of the two practices set out in subsections (1.4) and (1.5) for the notification of policyholders under paragraph (1)(b).

• Marginal note:First practice

  (1.4) One practice requires the company to send the notice to each policyholder entitled to vote at the meeting. If that practice is adopted, each of those policyholders is entitled to notice under paragraph (1)(b).

• Marginal note:Second practice

  (1.5) The other practice requires the company, at the time of the application for or issuance of a policy that gives the policyholder the right to vote at meetings of the shareholders and policyholders of the company, and after that time at least once every three years,

  • (a) to advise the policyholder of the policyholder’s right to attend and to vote in person or by proxy at those meetings; and

  • (b) to provide the policyholder with a form on which the policyholder may indicate whether the policyholder wants to receive notices of those meetings.

• Marginal note:Notice under second practice

  (1.6) If a company chooses the practice under subsection (1.5), each policyholder entitled to vote at a meeting is entitled to notice under paragraph (1)(b) if, within three years before the record date fixed under subparagraph 142(1)(d)(i) or determined under paragraph 142(3)(a), they complete and return to the company the form referred to in paragraph (1.5)(b) indicating that they want to receive notice or they indicate to the satisfaction of the company that they want to receive notice.

• Marginal note:Exemption

  (2) The Minister may exempt a company from the application of paragraph (1)(c) with respect to business consisting of the approval of an amalgamation agreement, having regard to the size of the company and of the companies or bodies corporate with which it proposes to amalgamate.

• Marginal note:Publication in newspaper

  (3) In addition to the notice required under subsection (1),

  • (a) where any class of shares of a 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 company is situated and in each place in Canada where the company has a transfer agent or where a transfer of the company’s shares may be recorded; or

  • (b) notice of the time and place of the meeting of policyholders of the company and, where a company follows the practice under subsection (1.5), information on the means by which any policyholder can receive the notice required under subsection (1), 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 company is situated and in each region of Canada in which more than one per cent of the total number of policyholders entitled to vote at the meeting reside.

• Marginal note:Notice not required — shareholders

  (4) Notice of a meeting is not required to be sent to shareholders who are not registered on the records of the company or the company’s transfer agent on the record date fixed under subparagraph 142(1)(c)(i) or determined under paragraph 142(2)(a).

• Marginal note:Notice not required — policyholders

  (5) Notice of a meeting at which business referred to in paragraph (1)(c) is to be dealt with is not required to be sent to policyholders who become policyholders after the record date fixed under subparagraph 142(1)(d)(i) or determined under paragraph 142(3)(a).

• Marginal note:Effect of default

  (6) Failure to receive a notice of a meeting of shareholders or policyholders does not deprive a shareholder or policyholder of the right to vote at the meeting.

Marginal note:Notice of adjourned meeting

• 144 (1) If a meeting of shareholders or policyholders is adjourned for less than thirty days, it is not necessary, unless the by-laws otherwise provide, to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned.

• Marginal note:Notice after longer adjournment

  (2) If a meeting of shareholders or policyholders is adjourned by one or more adjournments for a total of thirty days or more, notice of the continuation of the meeting shall be given as for an original meeting but, unless the meeting is adjourned by one or more adjournments for a total of more than ninety days, subsection 164.03(1) does not apply.

Marginal note:Special business

• 145 (1) All matters dealt with at a special meeting of shareholders or policyholders or at an annual meeting of shareholders and policyholders are deemed to be special business, except that special business does not include consideration of

  • (a) the financial statements;

  • (b) the auditor’s report;

  • (c) the actuary’s report;

  • (d) the election of directors;

  • (e) the remuneration of directors and reappointment of the incumbent auditor; or

  • (f) the description of the roles of the actuary and the auditor in the preparation and audit of the financial statements.

• Marginal note:Notice of special business

  (2) Notice of a meeting of shareholders or policyholders at which special business is to be transacted must

  • (a) state the nature of the special business in sufficient detail to permit a shareholder or policyholder to form a reasoned judgment thereon;

  • (b) contain the text of any special resolution to be submitted to the meeting; and

  • (c) state, where a management proxy circular is sent to shareholders concurrently with the notice, that a policyholder is entitled on request to receive a copy of the management proxy circular.

• Marginal note:Exemption

  (3) The Superintendent may exempt a company from the application of paragraph (2)(b) in relation to policyholders, on condition that, instead of sending the policyholders the text of a special resolution to be submitted to a meeting, the company send the policyholders a summary of the text.