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

Marginal note:Notice of refusal

• 771 (1) If an insurance holding company refuses to attach a proposal to a notice of a meeting, it shall in writing notify the person submitting the proposal of its intention not to attach the proposal and of the reasons for the refusal. It shall notify the person within the prescribed period after either the day on which it receives the proposal or, if it has requested proof under subsection 770(1.4), the day on which it receives the proof.

• Marginal note:Application to court

  (2) On the application of a person submitting a proposal who claims to be aggrieved by an insurance holding company’s refusal under subsection (1), a court may restrain the holding of the meeting at which the proposal is sought to be presented and make any further order that it thinks fit.

• Marginal note:Appeal to court

  (3) An insurance holding company or any person claiming to be aggrieved by a proposal may apply to a court for an order permitting the insurance holding company not to attach the proposal to the notice of the meeting, and the court, if it is satisfied that subsection 770(5) applies, may make such order as it thinks fit.

• Marginal note:Notice to Superintendent

  (4) An applicant under subsection (2) or (3) shall give the Superintendent written notice of the application and the Superintendent may appear and be heard at the hearing of the application in person or by counsel.

Shareholder List

Marginal note:List of shareholders entitled to notice

• 772 (1) An insurance holding company shall prepare an alphabetical list of shareholders entitled to receive notice of a meeting, showing the number of shares held by each shareholder

  • (a) if a record date is fixed under paragraph 766(1)(c), no later than 10 days after that date; and

  • (b) if no record date is fixed, on the record date determined under paragraph 766(2)(a).

• Marginal note:Voting list

  (2) The insurance holding company shall prepare an alphabetical list of shareholders entitled to vote as of the record date showing the number of shares held by each shareholder

  • (a) if a record date is fixed under paragraph 766(1)(d), no later than 10 days after that date; and

  • (b) if no record date is fixed under paragraph 766(1)(d), no later than 10 days after a record date is fixed under paragraph 766(1)(c) or no later than the record date determined under paragraph 766(2)(a), as the case may be.

• Marginal note:Entitlement to vote

  (3) Subject to section 793, a shareholder whose name appears on a list prepared under subsection (2) is entitled to vote the shares shown opposite their name.

• Marginal note:Examination of list

  (4) A shareholder may examine the list of shareholders

  • (a) during usual business hours at the head office of the insurance holding company or at the place where its central securities register is maintained; and

  • (b) at the meeting of shareholders for which the list was prepared.

Quorum

Marginal note:Shareholders

• 773 (1) Unless the by-laws otherwise provide, a quorum of shareholders is present at a meeting of shareholders if the holders of a majority of the shares who are entitled to vote at the meeting are present in person or represented by proxyholders.

• Marginal note:Quorum at opening

  (2) If a quorum is present at the opening of a meeting of shareholders, the shareholders present may, unless the by-laws otherwise provide, proceed with the business of the meeting, notwithstanding that a quorum is not present throughout the meeting.

• Marginal note:No quorum at opening

  (3) If a quorum is not present at the opening of a meeting of shareholders, the shareholders present may adjourn the meeting to a fixed time and place but may not transact any other business.

Marginal note:One shareholder meeting

774 If an insurance holding company has only one shareholder, or only one holder of any class or series of shares, the shareholder present in person or represented by a proxyholder constitutes a meeting of shareholders or a meeting of shareholders of that class or series.

Voting

Marginal note:One share — one vote

775 Subject to section 793, if a share of an insurance holding company entitles the holder of the share to vote at a meeting of shareholders, that share entitles the shareholder to one vote at the meeting.

Marginal note:Representative shareholder

• 776 (1) If an entity is a shareholder of an insurance holding company, the insurance holding company shall recognize any natural person authorized by a resolution of the directors or governing body or similar authority of the entity to represent it at meetings of shareholders of the insurance holding company.

• Marginal note:Powers of representative

  (2) A natural person authorized under subsection (1) to represent an entity may exercise on behalf of the entity all the powers the entity could exercise if the entity were a natural person who was a shareholder.

Marginal note:Joint shareholders

777 Unless the by-laws otherwise provide, if two or more persons hold shares jointly, one of those holders present at a meeting of shareholders may in the absence of the others vote the shares, but if two or more of those persons who are present in person or represented by proxyholder vote, they shall vote as one on the shares jointly held by them.

Marginal note:Voting by hands or ballot

• 778 (1) Unless the by-laws otherwise provide, voting at a meeting of shareholders shall take place by show of hands except when a ballot is demanded by a shareholder or proxyholder entitled to vote at the meeting.

• Marginal note:Ballot

  (2) A shareholder or proxyholder may demand a ballot either before or after any vote by show of hands.

• Marginal note:Electronic voting

  (3) Despite subsection (1) and unless the by-laws provide otherwise, any vote referred to in that subsection may be held entirely by means of a telephonic, electronic or other communication facility if the insurance holding company makes one available.

• Marginal note:Voting while participating electronically

  (4) Unless the by-laws provide otherwise, any person who is participating in a meeting of shareholders under subsection 764(2) and entitled to vote at that meeting may vote by means of the telephonic, electronic or other communication facility that the insurance holding company has made available for that purpose.

• Marginal note:Regulations

  (5) The Governor in Council may make regulations respecting the manner of and conditions for voting at a meeting of shareholders by means of a telephonic, electronic or other communication facility.

Resolution in lieu of Meeting

Marginal note:Resolution in lieu of meeting

• 779 (1) Except where a written statement is submitted by a director under section 809 or by an auditor under subsection 900(1),

  • (a) a resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders; and

  • (b) a resolution in writing dealing with all matters required by this Part to be dealt with at a meeting of shareholders, and signed by all the shareholders entitled to vote at that meeting, satisfies all the requirements of this Part relating to meetings of shareholders.

• Marginal note:Filing resolution

  (2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the meetings of shareholders.

• Marginal note:Evidence

  (3) Unless a ballot is demanded, an entry in the minutes of a meeting that the chairperson declared a resolution to be carried or defeated is in the absence of evidence to the contrary proof of that fact without proof of the number or proportion of votes recorded in favour of or against the resolution.

Requisitioned Meetings

Marginal note:Requisitioned meeting

• 780 (1) Shareholders who together hold not less than 5 per cent of the issued and outstanding shares of an insurance holding company that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of shareholders for the purposes stated in the requisition.

• Marginal note:Form

  (2) A requisition referred to in subsection (1)

  • (a) must state the business to be transacted at the meeting and must be sent to each director and to the head office of the insurance holding company; and

  • (b) may consist of several documents of like form, each signed by one or more shareholders.

• Marginal note:Directors calling meeting

  (3) On receipt of a requisition referred to in subsection (1), the directors shall call a meeting of shareholders to transact the business stated in the requisition, unless

  • (a) a record date has been fixed under paragraph 766(1)(c) and notice of it has been given under subsection 766(3);

  • (b) the directors have called a meeting of shareholders and have given notice thereof under section 767; or

  • (c) the business of the meeting as stated in the requisition includes matters described in paragraphs 770(5)(b) to (e).

• Marginal note:Shareholders’ power

  (4) If the directors do not call a meeting within twenty-one days after receiving a requisition referred to in subsection (1), any shareholder who signed the requisition may call the meeting.

• Marginal note:Procedure

  (5) A meeting called under this section shall be called as nearly as possible in the manner in which meetings are to be called pursuant to the by-laws and this Part.

• Marginal note:Reimbursement

  (6) Unless the shareholders otherwise resolve at a meeting called under subsection (4), the insurance holding company shall reimburse the shareholders for any expenses reasonably incurred by them in requisitioning, calling and holding the meeting.

Powers of the Court

Marginal note:Court may order meeting to be called

• 781 (1) A court may, on the application of a director, a shareholder who is entitled to vote at a meeting of shareholders or the Superintendent, order a meeting to be called, held or conducted in the manner that the court directs if

  • (a) it is impracticable to call the meeting within the time or in the manner in which it is to be called;

  • (b) it is impracticable to conduct the meeting in the manner required by this Part or the by-laws; or

  • (c) the court thinks that the meeting ought to be called, held or conducted within the time or in the manner that it directs for any other reason.

• (2) [Repealed, 2005, c. 54, s. 321]

• Marginal note:Varying quorum

  (3) Without restricting the generality of subsection (1), a court may order that the quorum required by the by-laws or this Part be varied or dispensed with at a meeting called, held and conducted pursuant to this section.

• Marginal note:Valid meeting

  (4) A meeting called, held and conducted pursuant to this section is for all purposes a meeting of shareholders of the insurance holding company duly called, held and conducted.

Marginal note:Court review of election

• 782 (1) An insurance holding company or a shareholder or director of an insurance holding company may apply to a court to resolve any dispute in respect of the election or appointment of a director or an auditor of the insurance holding company.

• Marginal note:Powers of court

  (2) On an application under subsection (1), a court may make any order it thinks fit including, without limiting the generality of the foregoing,

  • (a) an order restraining a director or auditor whose election or appointment is challenged from acting pending determination of the dispute;

  • (b) an order declaring the result of the disputed election or appointment;

  • (c) an order requiring a new election or appointment, and including in the order directions for the management of the business and affairs of the insurance holding company until a new election is held or the new appointment is made; and

  • (d) an order determining the voting rights of shareholders and persons claiming to own shares.

Marginal note:Notice to Superintendent

• 783 (1) A person who makes an application under subsection 781(1) or 782(1) shall give notice of the application to the Superintendent before the hearing and shall deliver a copy of the order of the court, if any, to the Superintendent.

• Marginal note:Superintendent representation

  (2) The Superintendent may appear and be heard in person or by counsel at the hearing of an application referred to in subsection (1).

Pooling Agreements

Marginal note:Pooling agreement

784 A written agreement between two or more shareholders may provide that in exercising voting rights the shares held by them will be voted as provided in the agreement.

SUBDIVISION 2Proxies and Restrictions on Voting

Proxies

Marginal note:Definitions

785 The following definitions apply in this Subdivision.

intermediary

intermediary means a person who holds a security on behalf of another person who is not the registered holder of the security, and includes

• (a) a securities broker or dealer required to be registered to trade or deal in securities under the laws of any jurisdiction;

• (b) a securities depositary;

• (c) a financial institution;

• (d) in respect of a clearing agency, a securities dealer, trust company, association within the meaning of section 2 of the Cooperative Credit Associations Act, bank or other person, including another clearing agency, on whose behalf the clearing agency or its nominee holds securities of an issuer;

• (e) a trustee or administrator of a self-administered retirement savings plan, retirement income fund or education savings plan or another similar self-administered savings or investment plan that is registered under the Income Tax Act;

• (f) a nominee of a person referred to in any of paragraphs (a) to (e); and

• (g) a person who performs functions similar to those performed by a person referred to in any of paragraphs (a) to (e) and holds a security registered in their name, or in the name of their nominee, on behalf of another person who is not the registered holder of the security. (intermédiaire)

registrant

registrant[Repealed, 2005, c. 54, s. 322]

solicit

solicit or solicitation includes

• (a) a request for a proxy, whether or not accompanied by or included in a form of proxy,

• (b) a request to execute or not to execute a form of proxy or to revoke a proxy,

• (c) the sending of a form of proxy or other communication to a shareholder under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy, and

• (d) the sending of a form of proxy to a shareholder under section 788,

but does not include

• (e) the sending of a form of proxy in response to an unsolicited request made by or on behalf of a shareholder,

• (f) the performance of administrative acts or professional services on behalf of a person soliciting a proxy,

• (g) the sending by a registrant of the documents referred to in section 791, or

• (h) a solicitation by a person in respect of shares of which that person is the beneficial owner. (sollicitation)

solicitation by or on behalf of the management of an insurance holding company

solicitation by or on behalf of the management of an insurance holding company means a solicitation by any person pursuant to a resolution or instruction of, or with the acquiescence of, the directors or a committee of the directors of the insurance holding company. (sollicitation effectuée par la direction d’une société de portefeuille d’assurances ou pour son compte)