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

Marginal note:Retention of records

877 An insurance holding company shall retain

• (a) the records of the insurance holding company referred to in subsection 869(1);

• (b) any record of the insurance holding company referred to in paragraph 869(2)(a) or (b); and

• (c) the central securities register referred to in subsection 271(1).

Marginal note:Regulations

878 The Governor in Council may make regulations respecting the records, papers and documents to be retained by an insurance holding company, including the length of time those records, papers and documents are to be retained, and what constitutes immediate, direct, complete and ongoing access, for the purpose of paragraph 876(1.1)(a).

SUBDIVISION 6Securities Registers

Marginal note:Sections 271 to 277 apply

879 Sections 271 to 277 apply in respect of insurance holding companies, subject to the following:

• (a) references to “company” in those sections are to be read as references to “insurance holding company”; and

• (b) the reference to “subsection 268(1.1)” in subsection 274(3) is to be read as a reference to “subsection 876(1.1)”;

• (c) the reference to “subsection 73(1)” in section 277 is to be read as a reference to “subsection 752(1)”.

SUBDIVISION 7Corporate Name and Seal

Marginal note:Publication of name

880 An insurance holding company shall set out its name in legible characters in all contracts, negotiable instruments and other documents evidencing rights or obligations with respect to other parties that are issued or made by or on behalf of the insurance holding company.

Marginal note:Corporate seal

• 881 (1) An insurance holding company may adopt a corporate seal and change one that it adopted.

• Marginal note:Validity of unsealed documents

  (2) A document executed on behalf of an insurance holding company is not invalid merely because a corporate seal is not affixed to it.

SUBDIVISION 8Insiders

Marginal note:Sections 288 to 295 apply

882 Sections 288 to 295 apply in respect of insurance holding companies, subject to the following:

• (a) references to “company” in those sections are to be read as references to “insurance holding company”;

• (b) references to “this Act” in those sections are to be read as references to “this Part”; and

• (c) references to “this Division” in those sections are to be read as references to “this Subdivision”.

SUBDIVISION 9Prospectus

Marginal note:Ss. 296 and 297 apply

883 Sections 296 and 297 apply in respect of insurance holding companies except that references to “company” are to be read as references to “insurance holding company”.

SUBDIVISION 9.1Going-private Transactions and Squeeze-out Transactions

Marginal note:Ss. 298 to 300 apply

883.1 Sections 298 to 300 apply in respect of insurance holding companies subject to the following:

• (a) references to “company” are to be read as references to “insurance holding company”;

• (b) references to “this Act” are to be read as references to “this Part”;

• (c) references to “the policyholders entitled to vote and the shareholders” in subsections 300(2) and (4) to (6) are to be read as references to “the shareholders”;

• (d) the reference to “section 242” in paragraph 300(10)(c) is to be read as a reference to “section 854”; and

• (e) the reference to “a regulation referred to in subsection 515(1) or (2) or 516(1) or (2) or of an order made under subsection 515(3) or 516(4)” in subsection 300(25) is to be read as a reference to “a regulation referred to in subsection 992(1) or (2) or of an order made under subsection 992(3)”.

SUBDIVISION 10Compulsory Acquisitions

Marginal note:Ss. 307 to 316.1 apply

884 Sections 307 to 316.1 apply in respect of insurance holding companies, subject to the following:

• (a) references to “company” in those sections are to be read as references to “insurance holding company”; and

• (b) references to “this Division” in those sections are to be read as references to “this Subdivision”.

SUBDIVISION 11Trust Indentures

Marginal note:Sections 317 to 329 apply

885 Sections 317 to 329 apply in respect of insurance holding companies, subject to the following:

• (a) references to “company” in those sections are to be read as references to “insurance holding company”;

• (b) references to “this Act” in those sections are to be read as references to “this Part”;

• (c) references to “this Division” in those sections are to be read as references to “this Subdivision”; and

• (d) references to “subordinated indebtedness” in those sections are to be read as references to “subordinated indebtedness” as defined in subsection 700(1).

SUBDIVISION 12Financial Statements

Marginal note:Financial year

• 886 (1) The financial year of an insurance holding company ends, at the election of the insurance holding company in its by-laws, on the expiration of the thirty-first day of October or the thirty-first day of December in each year.

• Marginal note:First financial year

  (2) If, in any year, an insurance holding company comes into existence after the first day of July, its first financial year ends, at its election in its by-laws, on the expiration of the thirty-first day of October or the thirty-first day of December in the next calendar year.

Marginal note:Annual financial statement

• 887 (1) The directors of an insurance holding company shall place before the shareholders at every annual meeting

  • (a) a comparative annual financial statement relating separately to

    • (i) the financial year immediately preceding the meeting, and

    • (ii) the financial year, if any, immediately preceding the financial year referred to in subparagraph (i);

  • (b) the report of the auditor of the insurance holding company; and

  • (c) any further information respecting the financial position of the insurance holding company and the results of its operations required by the by-laws of the insurance holding company to be placed before the shareholders at the annual meeting.

• Marginal note:Annual statement — contents

  (2) With respect to each of the financial years to which it relates, the annual statement of an insurance holding company must contain the prescribed statements and any information that is in the opinion of the directors necessary to present fairly, in accordance with the accounting principles referred to in subsection (4), the financial position of the insurance holding company as at the end of the financial year to which it relates and the results of the operations and changes in the financial position of the insurance holding company for that financial year.

• Marginal note:Additional information

  (3) An insurance holding company shall include with its annual statement

  • (a) a list of the subsidiaries of the insurance holding company, other than subsidiaries that are not required to be listed by the regulations and subsidiaries acquired pursuant to section 975 or pursuant to a realization of security in accordance with section 976 and which the insurance holding company would not otherwise be permitted to hold, showing, with respect to each subsidiary,

    • (i) its name and the address of its head or principal office,

    • (ii) the book value of the aggregate of any shares of the subsidiary beneficially owned by the insurance holding company and by other subsidiaries of the insurance holding company, and

    • (iii) the percentage of the voting rights attached to all the outstanding voting shares of the subsidiary that is carried by the aggregate of any voting shares of the subsidiary beneficially owned by the insurance holding company and by other subsidiaries of the insurance holding company; and

  • (b) such other information as may be prescribed in such form as may be prescribed.

• Marginal note:Accounting principles

  (4) The financial statements referred to in subsection (1), paragraph (3)(a) and subsection 889(1) shall, except as otherwise specified by the Superintendent, be prepared in accordance with generally accepted accounting principles, the primary source of which is the Handbook of the Chartered Professional Accountants of Canada. A reference in any provision of this Act to the accounting principles referred to in this subsection shall be construed as a reference to those generally accepted accounting principles with any specifications so made.

• Marginal note:Actuarial practices

  (5) The valuation of the amount, if any, shown in the balance sheet that is included in the annual statement of an insurance holding company in respect of the actuarial and other policy liabilities of the insurance holding company shall be in accordance with generally accepted actuarial practice with such changes as may be determined by the Superintendent and any additional directions that may be made by the Superintendent.

• Marginal note:Regulations

  (6) The Governor in Council may make regulations respecting subsidiaries that are not required to be listed for the purposes of paragraph (3)(a).

Marginal note:Annual statement — approval

• 888 (1) The directors of an insurance holding company shall approve the annual statement and their approval shall be evidenced by the signature or a printed or otherwise mechanically reproduced facsimile of the signature of

  • (a) the chief executive officer or, in the event of that officer’s absence or inability to act, any other officer of the insurance holding company authorized by the directors to sign in the stead of the chief executive officer; and

  • (b) one director, if the signature required by paragraph (a) is that of a director, or two directors if the signature required by that paragraph is that of an officer who is not a director.

• Marginal note:Condition precedent to publication

  (2) An insurance holding company shall not publish copies of an annual statement unless it is approved and signed in accordance with subsection (1).

Marginal note:Statements — subsidiaries

• 889 (1) An insurance holding company shall keep at its head office a copy of the current financial statements of each subsidiary of the insurance holding company.

• Marginal note:Examination

  (2) Subject to this section, the shareholders of an insurance holding company and their personal representatives may, on request therefor, examine the statements referred to in subsection (1) during the usual business hours of the insurance holding company and may take extracts therefrom free of charge.

• Marginal note:Barring examination

  (3) An insurance holding company may refuse to permit an examination under subsection (2) by any person.

• Marginal note:Application for order

  (4) Within fifteen days after a refusal under subsection (3), the insurance holding company shall apply to a court for an order barring the right of the person concerned to make an examination under subsection (2) and the court shall either order the insurance holding company to permit the examination or, if it is satisfied that the examination would be detrimental to the insurance holding company or to any other body corporate the financial statements of which would be subject to examination, bar the right and make any further order it thinks fit.

• Marginal note:Notice to Superintendent

  (5) An insurance holding company shall give the Superintendent and the person seeking to examine the statements referred to in subsection (1) notice of an application to a court under subsection (4), and the Superintendent and the person may appear and be heard in person or by counsel at the hearing of the application.

Marginal note:Annual statement — distribution

• 890 (1) An insurance holding company shall, no later than 21 days before the date of each annual meeting or before the signing of a resolution under paragraph 779(1)(b) in lieu of the annual meeting, send to each shareholder a copy of the documents referred to in subsections 887(1) and (3) unless that time period is waived by the shareholder.

• Marginal note:Exception

  (2) An insurance holding company is not required to comply with subsection (1) with respect to shareholders who have informed the insurance holding company, in writing, that they do not wish to receive the annual statement.

• Marginal note:Effect of default

  (3) Where an insurance holding company is required to comply with subsection (1) and the insurance holding company does not comply with that subsection, the annual meeting at which the annual statement is to be considered shall be adjourned until that subsection has been complied with.

Marginal note:Copy to Superintendent

• 891 (1) Subject to subsection (2), an insurance holding company shall send to the Superintendent a copy of the documents referred to in subsections 887(1) and (3) not later than twenty-one days before the date of each annual meeting of shareholders of the insurance holding company.

• Marginal note:Later filing

  (2) If an insurance holding company’s shareholders sign a resolution under paragraph 779(1)(b) in lieu of an annual meeting, the insurance holding company shall send a copy of the documents referred to in subsections 887(1) and (3) to the Superintendent not later than thirty days after the signing of the resolution.

SUBDIVISION 13Auditors

Interpretation

Marginal note:Definitions

892 The following definitions apply in this Subdivision.

firm of accountants

firm of accountants means a partnership, the members of which are accountants engaged in the practice of accounting, or a body corporate that is incorporated by or under an Act of the legislature of a province and engaged in the practice of accounting. (cabinet de comptables)

member

member, in relation to a firm of accountants, means

• (a) an accountant who is a partner in a partnership, the members of which are accountants engaged in the practice of accounting; or

• (b) an accountant who is an employee of a firm of accountants. (membre)