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

Marginal note:Dissent of director

• 822 (1) A director of an insurance holding company who is present at a meeting of directors or a committee of directors is deemed to have consented to any resolution passed or action taken at that meeting unless

  • (a) the director requests that the director’s dissent be entered or the director’s dissent is entered in the minutes of the meeting;

  • (b) the director sends a written dissent to the secretary of the meeting before the meeting is adjourned; or

  • (c) the director sends the director’s dissent by registered mail or delivers it to the head office of the insurance holding company immediately after the meeting is adjourned.

• Marginal note:Loss of right to dissent

  (2) A director of an insurance holding company who votes for or consents to a resolution is not entitled to dissent under subsection (1).

• Marginal note:Dissent of absent director

  (3) A director of an insurance holding company who is not present at a meeting at which a resolution is passed or action taken is deemed to have consented thereto unless, within seven days after the director becomes aware of the resolution, the director

  • (a) causes the director’s dissent to be placed with the minutes of the meeting; or

  • (b) sends the director’s dissent by registered mail or delivers it to the head office of the insurance holding company.

Marginal note:Record of attendance

• 823 (1) An insurance holding company shall keep a record of the attendance at each meeting of directors and each committee meeting of directors.

• Marginal note:Statement to shareholders

  (2) An insurance holding company shall attach to the notice of each annual meeting it sends to its shareholders a statement showing, in respect of the financial year immediately preceding the meeting, the total number of directors’ meetings and directors’ committee meetings held during the financial year and the number of those meetings attended by each director.

Marginal note:Meeting required by Superintendent

• 824 (1) Where in the opinion of the Superintendent it is necessary, the Superintendent may, by notice in writing, require an insurance holding company to hold a meeting of directors of the insurance holding company to consider the matters set out in the notice.

• Marginal note:Attendance of Superintendent

  (2) The Superintendent may attend and be heard at a meeting referred to in subsection (1).

By-laws

Marginal note:By-laws

• 825 (1) Unless this Part otherwise provides, the directors of an insurance holding company may by resolution make, amend or repeal any by-law that regulates the business or affairs of the insurance holding company.

• Marginal note:Shareholder approval

  (2) The directors shall submit a by-law, or an amendment to or a repeal of a by-law, that is made under subsection (1) to the shareholders at the next meeting of shareholders, and the shareholders may, by resolution, confirm or amend the by-law, amendment or repeal.

• Marginal note:Effective date of by-law

  (3) Unless this Part otherwise provides, a by-law, or an amendment to or a repeal of a by-law, is effective from the date of the resolution of the directors under subsection (1) until it is confirmed, confirmed as amended or rejected by the shareholders under subsection (2) or until it ceases to be effective under subsection (4) and, where the by-law is confirmed, or confirmed as amended, it continues in effect in the form in which it was so confirmed.

• Marginal note:Effect where no shareholder approval

  (4) If a by-law, or an amendment to or a repeal of a by-law, is rejected by the shareholders, or is not submitted to the shareholders by the directors as required under subsection (2), the by-law, amendment or repeal ceases to be effective from the date of its rejection or the date of the next meeting of shareholders, as the case may be, and no subsequent resolution of the directors to make, amend or repeal a by-law having substantially the same purpose or effect is effective until it is confirmed, or confirmed as amended, by the shareholders.

Marginal note:Shareholder proposal of by-law

826 A shareholder entitled to vote at an annual meeting of shareholders may, in accordance with sections 770 and 771, make a proposal to make, amend or repeal a by-law.

Marginal note:Deemed by-laws

• 827 (1) Any matter provided for in the incorporating instrument of a body corporate continued as an insurance holding company at the time of continuance that, under this Part, would be provided for in the by-laws of an insurance holding company is deemed to be provided for in the by-laws of the insurance holding company.

• Marginal note:By-law prevails

  (2) If a by-law of the insurance holding company made in accordance with sections 825 and 826 amends or repeals any matter referred to in subsection (1), the by-law prevails.

Committees of the Board

Marginal note:Committees

828 The directors of an insurance holding company may appoint from their number, in addition to the committees referred to in subsection 794(2), such other committees as they deem necessary and, subject to section 832, delegate to those committees such powers of the directors, and assign to those committees such duties, as the directors consider appropriate.

Marginal note:Audit committee

• 829 (1) The audit committee of an insurance holding company shall consist of at least three directors.

• Marginal note:Membership

  (2) None of the members of the audit committee may be officers or employees of the insurance holding company or of any of its subsidiaries.

• Marginal note:Duties of audit committee

  (3) The audit committee of an insurance holding company shall

  • (a) review the annual statement of the insurance holding company before the annual statement is approved by the directors;

  • (b) review such returns of the insurance holding company as the Superintendent may specify;

  • (c) require the management of the insurance holding company to implement and maintain appropriate internal control procedures;

  • (d) review, evaluate and approve those procedures;

  • (e) review such investments and transactions that could adversely affect the well-being of the insurance holding company as the auditor or any officer of the insurance holding company may bring to the attention of the committee;

  • (f) meet with the auditor to discuss the annual statement and the returns and transactions referred to in this subsection; and

  • (g) meet with the chief internal auditor of the insurance holding company, or the officer or employee of the insurance holding company acting in a similar capacity, and with management of the insurance holding company, to discuss the effectiveness of the internal control procedures established for the insurance holding company.

• Marginal note:Report

  (4) In the case of the annual statement and returns of an insurance holding company that under this Part must be approved by the directors of the insurance holding company, the audit committee of the insurance holding company shall report thereon to the directors before the approval is given.

• Marginal note:Required meeting of directors

  (5) The audit committee of an insurance holding company may call a meeting of the directors of the insurance holding company to consider any matter of concern to the committee.

Directors and Officers — Authority

Marginal note:Chief executive officer

830 The directors of an insurance holding company shall appoint from their number a chief executive officer who must be ordinarily resident in Canada and, subject to section 832, may delegate to that officer any of the powers of the directors.

Marginal note:Appointment of officers

• 831 (1) The directors of an insurance holding company may, subject to the by-laws, designate the offices of the insurance holding company, appoint officers thereto, specify the duties of those officers and delegate to them powers, subject to section 832, to manage the business and affairs of the insurance holding company.

• Marginal note:Directors as officers

  (2) Subject to section 799, a director of an insurance holding company may be appointed to any office of the insurance holding company.

• Marginal note:Two or more offices

  (3) Two or more offices of an insurance holding company may be held by the same person.

Marginal note:Limits on power to delegate

832 The directors of an insurance holding company may not delegate any of the following powers, namely, the power to

• (a) submit to the shareholders a question or matter requiring the approval of the shareholders;

• (b) fill a vacancy among the directors, on a committee of directors or in the office of auditor, or appoint additional directors;

• (c) issue or cause to be issued securities, including an issue of shares of a series that is authorized in accordance with section 745, except in accordance with any authorization made by the directors;

• (d) declare a dividend;

• (e) authorize the redemption or other acquisition by the insurance holding company pursuant to section 754 of shares issued by the insurance holding company;

• (f) authorize the payment of a commission on a share issue;

• (g) approve a management proxy circular;

• (h) except as provided in this Part, approve the annual statement of the insurance holding company and any other financial statements issued by the insurance holding company; or

• (i) adopt, amend or repeal by-laws.

Marginal note:Remuneration of directors, officers and employees

• 833 (1) Subject to this section and the by-laws, the directors of an insurance holding company may fix the remuneration of the directors, officers and employees of the insurance holding company.

• Marginal note:By-law required

  (2) No remuneration shall be paid to a director as director until a by-law fixing the aggregate of all amounts that may be paid to all directors in respect of directors’ remuneration during a fixed period of time has been confirmed by special resolution.

Marginal note:Validity of acts

• 834 (1) An act of a director or an officer of an insurance holding company is valid notwithstanding a defect in the director’s qualification or an irregularity in the director’s election or in the appointment of the director or officer.

• Marginal note:Validity of acts

  (2) An act of the board of directors of an insurance holding company is valid notwithstanding a defect in the composition of the board or an irregularity in the election of the board or in the appointment of a member of the board.

Marginal note:Right to attend meetings

835 A director of an insurance holding company is entitled to attend and to be heard at every meeting of shareholders.

Conflicts of Interest

Marginal note:Disclosure of interest

• 836 (1) A director or officer of an insurance holding company shall disclose to the insurance holding company, in writing or by requesting to have it entered in the minutes of a meeting of directors or a meeting of a committee of directors, the nature and extent of any interest they have in a material contract or material transaction with the insurance holding company, whether entered into or proposed, if they

  • (a) are a party to the contract or transaction;

  • (b) are a director or officer of a party to the contract or transaction or a person acting in a similar capacity; or

  • (c) have a material interest in a party to the contract or transaction.

• Marginal note:Time of disclosure — director

  (2) The disclosure shall be made in the case of a director

  • (a) at the meeting of directors, or of a committee of directors, at which the proposed contract or transaction is first considered;

  • (b) if at the time of the meeting referred to in paragraph (a) the director was not interested in the proposed contract or transaction, at the first one after they become interested in it;

  • (c) if the director becomes interested after a contract or transaction is entered into, at the first one after they become interested; or

  • (d) if a person who is interested in a contract or transaction becomes a director, at the first one after they become a director.

• Marginal note:Time of disclosure — officer

  (3) The disclosure required by subsection (1) shall be made in the case of an officer who is not a director

  • (a) immediately after they become aware that the contract, transaction, proposed contract or proposed transaction is to be considered or has been considered at a meeting of directors or of a committee of directors;

  • (b) if they become interested after the contract or transaction is entered into, immediately after they become interested; or

  • (c) if a person who is interested in a contract or transaction becomes an officer, immediately after they become an officer.

• Marginal note:Time of disclosure — contract not requiring approval

  (4) If the material contract or material transaction, whether entered into or proposed, is one that in the ordinary course of the insurance holding company’s business would not require approval by the directors or shareholders, the director or officer shall disclose to the insurance holding company, in writing or by requesting to have it entered in the minutes of a meeting of directors or of a committee of directors, the nature and extent of their interest immediately after they become aware of the contract or transaction.

Marginal note:Director to abstain

• 837 (1) A director who is required to make a disclosure under subsection 836(1) shall not be present at any meeting of directors, or of a committee of directors, while the contract or transaction is being considered or vote on any resolution to approve it unless the contract or transaction

  • (a) relates primarily to their remuneration as a director, officer, employee or agent of the insurance holding company, an entity controlled by the insurance holding company or an entity in which the insurance holding company has a substantial investment;

  • (b) is for indemnity under section 846 or insurance under section 847; or

  • (c) is with an affiliate of the insurance holding company.

• Marginal note:Ineligibility

  (2) A director who knowingly contravenes subsection (1) ceases to hold office as director and is not eligible, for a period of five years after the date on which the contravention occurred, for election or appointment as a director of any insurance holding company, any bank holding company or any financial institution that is incorporated or formed by or under an Act of Parliament.

• Marginal note:Validity of acts

  (3) An act of the board of directors of an insurance holding company or of a committee of the board of directors is not invalid because a person acting as a director had ceased under subsection (2) to hold office as a director.