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

Act current to 2024-02-06 and last amended on 2024-01-01. Previous Versions

PART XVIIInsurance Holding Companies (continued)

DIVISION 6Corporate Governance (continued)

SUBDIVISION 3Directors and Officers (continued)

Marginal note:Re-election of directors

 A director who has completed a term of office is, if otherwise qualified, eligible for re-election.

  • 2001, c. 9, s. 465
Incomplete Elections and Director Vacancies

Marginal note:Void election or appointment

  •  (1) If, immediately after the time of any purported election or appointment of directors, the board of directors would fail to comply with subsection 796(2) or section 799, the purported election or appointment of all persons purported to be elected or appointed at that time is void unless the directors, within forty-five days after the discovery of the non-compliance, develop a plan, approved by the Superintendent, to rectify the non-compliance.

  • Marginal note:Failure to elect minimum

    (2) If, at the close of a meeting of shareholders of an insurance holding company, the shareholders have failed to elect the number or minimum number of directors required by this Part or the by-laws of an insurance holding company, the purported election of directors at the meeting

    • (a) is valid if the directors purported to be elected and those incumbent directors, if any, whose terms did not expire at the close of the meeting, together constitute a quorum; or

    • (b) is void if the directors purported to be elected and those incumbent directors, if any, whose terms did not expire at the close of the meeting, together do not constitute a quorum.

  • 2001, c. 9, s. 465

Marginal note:Directors where elections incomplete or void

  •  (1) Despite subsections 801(2) and (3) and paragraphs 803(1)(f) and 807(1)(a), where subsection 805(1) or (2) applies at the close of any meeting of shareholders of an insurance holding company, the board of directors shall, until their successors are elected or appointed, consist solely of

    • (a) where paragraph 805(2)(a) applies, the directors referred to in that paragraph; or

    • (b) where subsection 805(1) or paragraph 805(2)(b) applies, those persons who were the incumbent directors immediately before the meeting.

  • Marginal note:Where there is no approved rectification plan

    (2) Despite subsections 801(2) and (3) and paragraphs 803(1)(f) and 807(1)(a), where a plan to rectify the non-compliance referred to in subsection 805(1) has not been approved by the Superintendent by the end of the forty-five day period referred to in that subsection, the board of directors shall, until their successors are elected or appointed, consist solely of the persons who were the incumbent directors immediately before the meeting at which the purported election or appointment referred to in that subsection occurred.

  • Marginal note:Directors to call meeting

    (3) Where subsection (1) or (2) applies, the board of directors referred to in that subsection shall without delay call a special meeting of shareholders to fill the vacancies, where paragraph 805(2)(a) applies, or elect a new board of directors, where subsection 805(1) or paragraph 805(2)(b) applies.

  • Marginal note:Shareholder may call meeting

    (4) Where the directors fail to call a special meeting required by subsection (3), the meeting may be called by any shareholder.

  • 2001, c. 9, s. 465

Marginal note:Ceasing to hold office

  •  (1) A director ceases to hold office

    • (a) at the close of the annual meeting at which the director’s term of office expires;

    • (b) when the director dies or resigns;

    • (c) when the director becomes disqualified under section 797 or ineligible to hold office pursuant to subsection 837(2);

    • (d) when the director is removed under section 808; or

    • (e) when the director is removed from office under section 1006 or 1007.

  • Marginal note:Date of resignation

    (2) The resignation of a director of an insurance holding company becomes effective at the time a written resignation is sent to the insurance holding company by the director or at the time specified in the resignation, whichever is later.

  • 2001, c. 9, s. 465

Marginal note:Removal of director

  •  (1) Subject to paragraph 803(1)(g) and this section, the shareholders of an insurance holding company may by resolution at a special meeting remove any director or all the directors from office.

  • Marginal note:Removal of director

    (2) If the holders of any class or series of shares of an insurance holding company have the exclusive right to elect one or more directors, a director so elected may be removed only by a resolution at a meeting of the shareholders of that class or series.

  • Marginal note:Vacancy by removal

    (3) Subject to paragraphs 803(1)(b) to (e), a vacancy created by the removal of a director may be filled at the meeting of the shareholders at which the director is removed or, if not so filled, may be filled under section 812 or 813.

  • 2001, c. 9, s. 465

Marginal note:Statement of director

  •  (1) A director who

    • (a) resigns,

    • (b) receives a notice or otherwise learns of a meeting of shareholders called for the purpose of removing the director from office, or

    • (c) receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed or elected to fill the office of director, whether because of the director’s resignation or removal or because the director’s term of office has expired or is about to expire,

    is entitled to submit to the insurance holding company a written statement giving the reasons for the resignation or the reasons why the director opposes any proposed action or resolution.

  • Marginal note:Statement to Superintendent

    (2) Where a director resigns as a result of a disagreement with the other directors or the officers of an insurance holding company, the director shall submit to the insurance holding company and the Superintendent a written statement setting out the nature of the disagreement.

  • 2001, c. 9, s. 465

Marginal note:Circulation of statement

  •  (1) An insurance holding company shall forthwith on receipt of a director’s statement referred to in subsection 809(1) relating to a matter referred to in paragraph 809(1)(b) or (c), or a director’s statement referred to in subsection 809(2), send a copy thereof to each shareholder entitled to receive a notice of meetings and to the Superintendent, unless the statement is attached to a notice of a meeting.

  • Marginal note:Immunity for statement

    (2) No insurance holding company or person acting on its behalf incurs any liability by reason only of circulating a director’s statement in compliance with subsection (1).

  • 2001, c. 9, s. 465

Marginal note:Shareholders filling vacancy

 The by-laws of an insurance holding company may provide that a vacancy among the directors is to be filled only by vote of

  • (a) the shareholders; or

  • (b) the holders of any class or series of shares having an exclusive right to elect one or more directors if the vacancy occurs among the directors elected by the holders of that class or series.

  • 2001, c. 9, s. 465

Marginal note:Directors filling vacancy

  •  (1) Despite section 819 but subject to subsection (2) and sections 811 and 813, a quorum of directors may fill a vacancy among the directors except a vacancy resulting from a change in the by-laws by which the number or the minimum or maximum number of directors is increased or from a failure to elect the number or minimum number of directors provided for in the by-laws.

  • Marginal note:Where composition fails

    (2) Despite sections 811 and 819, where by reason of a vacancy the number of directors or the composition of the board of directors fails to meet any of the requirements of section 796 or 799, the directors who, in the absence of any by-law, would be empowered to fill that vacancy shall do so forthwith.

  • 2001, c. 9, s. 465
  • 2005, c. 54, s. 329

Marginal note:Class vacancy

 Despite section 819 but subject to section 811, where the holders of any class or series of shares of an insurance holding company have an exclusive right to elect one or more directors and a vacancy occurs among those directors,

  • (a) the remaining directors elected by the holders of that class or series of shares may fill the vacancy except one resulting from an increase in the number or the minimum or maximum number of directors for that class or series or from a failure to elect the number or minimum number of directors provided for in the by-laws for that class or series;

  • (b) if there are no such remaining directors and, by reason of the vacancy, the number of directors or the composition of the board of directors fails to meet any of the requirements of section 796 or 799, the other directors may fill that vacancy; and

  • (c) if there are no such remaining directors and paragraph (b) does not apply, any holder of shares of that class or series may call a meeting of the holders thereof for the purpose of filling the vacancy.

  • 2001, c. 9, s. 465
  • 2005, c. 54, s. 330

Marginal note:Unexpired term

 Unless the by-laws otherwise provide, a director elected or appointed to fill a vacancy holds office for the unexpired term of the director’s predecessor in office.

  • 2001, c. 9, s. 465

Marginal note:Additional directors

  •  (1) The directors may appoint one or more additional directors if the by-laws of the insurance holding company allow them to do so and the by-laws determine the minimum and maximum numbers of directors.

  • Marginal note:Term of office

    (2) A director appointed under subsection (1) holds office for a term expiring not later than the close of the next annual meeting of shareholders of the insurance holding company.

  • Marginal note:Limit on number appointed

    (3) The total number of directors appointed under subsection (1) may not exceed one third of the number of directors elected at the previous annual meeting of shareholders of the insurance holding company.

  • 2001, c. 9, s. 465
Meetings of the Board

Marginal note:Meetings required

  •  (1) The directors shall meet at least four times during each financial year.

  • Marginal note:Place for meetings

    (2) The directors may meet at any place unless the by-laws provide otherwise.

  • Marginal note:Notice for meetings

    (3) The notice for the meetings must be given as required by the by-laws.

  • 2001, c. 9, s. 465

Marginal note:Notice of meeting

  •  (1) A notice of a meeting of directors shall specify each matter referred to in section 832 that is to be dealt with at the meeting but, unless the by-laws otherwise provide, need not otherwise specify the purpose of or the business to be transacted at the meeting.

  • Marginal note:Waiver of notice

    (2) A director may in any manner waive notice of a meeting of directors and the attendance of a director at a meeting of directors is a waiver of notice of that meeting except where the director 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:Adjourned meeting

    (3) Notice of an adjourned meeting of directors is not required to be given if the time and place of the adjourned meeting was announced at the original meeting.

  • 2001, c. 9, s. 465

Marginal note:Quorum

  •  (1) Subject to section 819, the number of directors referred to in subsection (2) constitutes a quorum at any meeting of directors or a committee of directors and, notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors.

  • Marginal note:Quorum

    (2) The number of directors constituting a quorum at any meeting of directors or a committee of directors shall be

    • (a) a majority of the minimum number of directors required by this Part for the board of directors or a committee of directors; or

    • (b) such greater number of directors than the number calculated pursuant to paragraph (a) as may be established by the by-laws of the insurance holding company.

  • Marginal note:Director continues to be present

    (3) A director who is present at a meeting of directors or of a committee of directors but is not, in accordance with subsection 837(1), present at any particular time during the meeting is considered to be present for the purposes of this section.

  • 2001, c. 9, s. 465
  • 2005, c. 54, s. 331

Marginal note:Resident Canadian majority

  •  (1) The directors of an insurance holding company shall not transact business at a meeting of directors unless

    • (a) in the case of an insurance holding company that is the subsidiary of a foreign institution, at least one half of the directors present are resident Canadians; and

    • (b) in the case of any other insurance holding company, a majority of the directors present are resident Canadians.

  • Marginal note:Exception

    (2) Despite subsection (1), the directors of an insurance holding company may transact business at a meeting of directors without the required proportion of directors who are resident Canadians if

    • (a) a director who is a resident Canadian unable to be present approves, in writing or by telephonic, electronic or other communications facilities, the business transacted at the meeting; and

    • (b) there would have been present the required proportion of directors who are resident Canadians had that director been present at the meeting.

  • 2001, c. 9, s. 465
  • 2013, c. 33, s. 108

Marginal note:Electronic meeting

  •  (1) Subject to the by-laws of an insurance holding company, a meeting of directors or of a committee of directors may be held by means of such telephonic, electronic or other communications facilities as permit all persons participating in the meeting to communicate adequately with each other during the meeting.

  • Marginal note:Deemed present

    (2) A director participating in a meeting by any means referred to in subsection (1) is deemed for the purposes of this Part to be present at that meeting.

  • 2001, c. 9, s. 465

Marginal note:Resolution outside board meeting

  •  (1) A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of directors is as valid as if it had been passed at a meeting of directors.

  • Marginal note:Filing directors’ resolution

    (2) A copy of the resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the directors.

  • Marginal note:Resolution outside committee meeting

    (3) A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of a committee of directors, other than a resolution of the audit committee in carrying out its duties under subsection 829(3), is as valid as if it had been passed at a meeting of that committee.

  • Marginal note:Filing committee resolution

    (4) A copy of the resolution referred to in subsection (3) shall be kept with the minutes of the proceedings of that committee.

  • Marginal note:Evidence

    (5) 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.

  • 2001, c. 9, s. 465
  • 2005, c. 54, s. 332
 

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