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

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.

Marginal note:General notice

• 838 (1) For the purposes of subsection 836(1), a general notice to the directors declaring that a director or officer is to be regarded as interested for any of the following reasons in a contract or transaction entered into with a party, is a sufficient declaration of interest in relation to any contract or transaction with that party:

  • (a) the director or officer is a director or officer of a party referred to in paragraph 836(1)(b) or (c) or a person acting in a similar capacity;

  • (b) the director or officer has a material interest in the party; or

  • (c) there has been a material change in the nature of the director’s or officer’s interest in the party.

• Marginal note:Access to disclosures

  (2) The shareholders of the insurance holding company may examine the portions of any minutes of meetings of directors or committees of directors that contain disclosures under subsection 836(1), or the portions of any other documents that contain those disclosures, during the usual business hours of the insurance holding company.

Marginal note:Avoidance standards

• 839 (1) A contract or transaction for which disclosure is required under subsection 836(1) is not invalid and a director or officer is not accountable to the insurance holding company or its shareholders for any profit realized from it by reason only of the director’s or officer’s interest in the contract or transaction or the fact that the director was present or was counted to determine whether a quorum existed at the meeting of directors, or of a committee of directors, that considered it if

  • (a) the director or officer disclosed their interest in accordance with section 836 and subsection 838(1);

  • (b) the directors approved the contract or transaction; and

  • (c) the contract or transaction was reasonable and fair to the insurance holding company at the time that it was approved.

• Marginal note:Confirmation by shareholders

  (2) Even if the conditions set out in subsection (1) are not met, a director or officer acting honestly and in good faith is not accountable to the insurance holding company or its shareholders for any profit realized from a contract or transaction for which disclosure was required and the contract or transaction is not invalid by reason only of the director’s or officer’s interest in it if

  • (a) the contract or transaction is approved or confirmed by special resolution at a meeting of shareholders;

  • (b) disclosure of the interest was made to the shareholders in a manner sufficient to indicate its nature before the contract or transaction was approved or confirmed; and

  • (c) the contract or transaction was reasonable and fair to the insurance holding company at the time that it was approved or confirmed.

Marginal note:Court may set aside or require accounting

840 If a director or officer of an insurance holding company fails to comply with any of sections 836 to 839, a court, on application of the insurance holding company or any of its shareholders, may set aside the contract or transaction on any terms that the court thinks fit and may require the director or officer to account to the insurance holding company for any profit or gain realized on it.

Liability, Exculpation and Indemnification

Marginal note:Director liability

• 841 (1) Directors of an insurance holding company who vote for or consent to a resolution of the directors authorizing the issue of a share contrary to subsection 748(1) or the issue of subordinated indebtedness contrary to section 762 for a consideration other than money are jointly and severally, or solidarily, liable to the insurance holding company to make good any amount by which the consideration received is less than the fair equivalent of the money that the insurance holding company would have received if the share or subordinated indebtedness had been issued for money on the date of the resolution.

• Marginal note:Further liability

  (2) Directors of an insurance holding company who vote for or consent to a resolution of the directors authorizing any of the following are jointly and severally, or solidarily, liable to restore to the insurance holding company any amounts so distributed or paid and not otherwise recovered by the insurance holding company and any amounts in relation to any loss suffered by the insurance holding company:

  • (a) a redemption or purchase of shares contrary to section 754;

  • (b) a reduction of capital contrary to section 757;

  • (c) a payment of a dividend contrary to section 761; or

  • (d) a payment of an indemnity contrary to section 846.