Insurance Companies Act

Marginal note:Duty to manage

• 165 (1) Subject to this Act, the directors of a company shall manage or supervise the management of the business and affairs of the company.

• Marginal note:Specific duties

  (2) Without limiting the generality of subsection (1), the directors of a company shall

  • (a) establish an audit committee to perform the duties referred to in subsections 203(3) and (4);

  • (b) establish a conduct review committee to perform the duties referred to in subsection 204(3);

  • (c) establish procedures to resolve conflicts of interest, including techniques for the identification of potential conflict situations and for restricting the use of confidential information;

  • (d) designate a committee of the board of directors to monitor the procedures referred to in paragraph (c);

  • (e) in the case of a company that issues participating policies, establish, before issuing any participating policies or, in the case of a former-Act company, within six months after the coming into force of this Part, a policy for determining the dividends and bonuses to be paid to the participating policyholders;

  • (f) establish procedures to provide disclosure of information to customers of the company that is required to be disclosed by this Act and for dealing with complaints as required by section 486;

  • (g) designate a committee of the board of directors to monitor the procedures referred to in paragraph (f) and satisfy itself that they are being adhered to by the company;

  • (h) establish investment and lending policies, standards and procedures in accordance with section 492; and

  • (i) in the case of a former-Act company, appoint the actuary of the company forthwith after the coming into force of this Part.

• Marginal note:Exception

  (3) Paragraphs (2)(a) and (b) do not apply to the directors of a company where

  • (a) all the voting shares of the company, other than directors’ qualifying shares, if any, are beneficially owned by a Canadian financial institution described by any of paragraphs (a) to (d) of the definition “financial institution” in subsection 2(1);

  • (b) there are no policyholders who are entitled to vote; and

  • (c) the audit committee or the conduct review committee of the Canadian financial institution referred to in paragraph (a) performs for and on behalf of the company all the functions that would otherwise be required to be performed by the audit committee or conduct review committee of the company under this Act.

• Marginal note:Notification of Superintendent

  (4) A company the directors of which establish or vary a dividend or bonus policy under paragraph (2)(e) shall, within thirty days after the establishment or variation, send a copy of it to the Superintendent.

• Marginal note:Regulations

  (5) The Governor in Council may make regulations governing the contents of a dividend or bonus policy established under paragraph (2)(e).