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

Marginal note:Option holders

872 A person requiring an insurance holding company to supply a basic list or a supplemental list of shareholders may also require the insurance holding company to include in that list the name and address of any known holder of an option or right to acquire shares of the insurance holding company.

Marginal note:Use of shareholder list

873 A list of shareholders obtained under section 871 shall not be used by any person except in connection with

• (a) an effort to influence the voting of shareholders of the insurance holding company;

• (b) an offer to acquire shares of the insurance holding company; or

• (c) any other matter relating to the affairs of the insurance holding company.

Marginal note:Form of records

• 874 (1) A register or other record required or authorized by this Part to be prepared and maintained by an insurance holding company

  • (a) may be in a bound or loose-leaf form or in a photographic film form; or

  • (b) may be entered or recorded by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time.

• Marginal note:Conversion of records

  (2) Registers and records maintained in one form may be converted to any other form.

• Marginal note:Destruction of converted records

  (3) Despite section 877, an insurance holding company may destroy any register or other record referred to in subsection (1) at any time after the register or other record has been converted to another form.

Marginal note:Protection of records

875 An insurance holding company and its agents shall take reasonable precautions to

• (a) prevent loss or destruction of,

• (b) prevent falsification of entries in,

• (c) facilitate detection and correction of inaccuracies in, and

• (d) ensure that unauthorized persons do not have access to or use of information in,

the registers and records required or authorized by this Part to be prepared and maintained.

Marginal note:Requirement to maintain copies and process information in Canada

• 876 (1) If the Superintendent is of the opinion that it is incompatible with the fulfilment of the Superintendent’s responsibilities under this Act for an insurance holding company to maintain, in another country, copies of records referred to in section 869 or of its central securities register or for an insurance holding company to process, in another country, information or data relating to the preparation and maintenance of those records or of its central securities register — or if the Superintendent is advised by the Minister that, in the opinion of the Minister, it is not in the national interest for an insurance holding company to do any of those activities in another country — the Superintendent shall direct the insurance holding company to not maintain those copies, or to not process the information or data, as the case may be, in that other country or to maintain those copies or to process the information or data only in Canada.

• Marginal note:Direction — immediate, direct, complete and ongoing access

  (1.1) Where an insurance holding company referred to in subsection 870(1.1) or 274(3) maintains records referred to in section 869 or the central securities register at a place outside Canada, the Superintendent may, in the case referred to in paragraph (a), and shall, in the case referred to in paragraph (b), by order, direct the insurance holding company to maintain a copy of those records or register at any place in Canada as the directors think fit

  • (a) if the Superintendent is of the opinion that he or she does not have immediate, direct, complete and ongoing access to those records or register; or

  • (b) if the Superintendent is advised by the Minister that the Minister is of the opinion that it is not in the national interest for the insurance holding company not to maintain a copy of those records or register at any place in Canada.

• Marginal note:Insurance holding company

  (2) An insurance holding company shall without delay comply with any order issued under subsection (1) or (1.1).

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).