PART XISelf-dealing (continued)
Marginal note:Company obligation
492 (1) Where, in respect of any proposed transaction permitted by this Part, other than those referred to in section 478, a company has reason to believe that the other party to the transaction is a related party of the company, the company shall take all reasonable steps to obtain from the other party full disclosure, in writing, of any interest or relationship, direct or indirect, that would make the other party a related party of the company.
Marginal note:Reliance on information
(2) A company and any person who is a director or an officer, employee or agent of the company may rely on any information contained in any disclosure received by the company pursuant to subsection (1) or any information otherwise acquired in respect of any matter that might be the subject of such a disclosure and no action lies against the company or any such person for anything done or omitted in good faith in reliance on any such information.
Marginal note:Notice to Superintendent
493 Where a company has entered into a transaction that the company is prohibited by this Part from entering into, or where a company has entered into a transaction for which approval is required under subsection 485(1) without having obtained the approval, the company shall, on becoming aware of that fact, notify the Superintendent without delay.
- 1991, c. 45, s. 493
- 1997, c. 15, s. 405
Marginal note:Order to void contract or to grant other remedy
494 (1) If a company enters into a transaction that it is prohibited from entering into by this Part, the company or the Superintendent may apply to a court for an order setting aside the transaction or for any other appropriate remedy, including an order directing that the related party of the company involved in the transaction account to the company for any profit or gain realized or that any director or senior officer of the company who authorized the transaction compensate the company for any loss or damage incurred by the company.
Marginal note:Time limit
(2) An application under subsection (1) in respect of a particular transaction may only be made within the period of three months following the day the notice referred to in section 493 in respect of the transaction is given to the Superintendent or, if no such notice is given, the day the Superintendent becomes aware of the transaction.
(3) For the purposes of subsection (2), a document purporting to have been issued by the Superintendent, certifying the day on which the Superintendent became aware of the transaction, shall, in the absence of evidence to the contrary, be received in evidence as conclusive proof of that fact without proof of the signature or of the official character of the person appearing to have signed the document and without further proof.
- 1991, c. 45, s. 494
- 2001, c. 9, s. 554
PART XIIRegulation of Companies — Superintendent
Marginal note:Required information
495 A company shall provide the Superintendent with such information, at such times and in such form as the Superintendent may require.
496 [Repealed, 2007, c. 6, s. 379]
497 [Repealed, 2007, c. 6, s. 379]
498 [Repealed, 2007, c. 6, s. 379]
Marginal note:Names of directors and auditors
499 (1) A company shall, within thirty days after each annual meeting of the company, provide the Superintendent with a return showing
(a) the name, residence and citizenship of each director holding office immediately following the meeting;
(b) the mailing address of each director holding office immediately following the meeting;
(c) the bodies corporate of which each director referred to in paragraph (a) is an officer or director and the firms of which each director is a member;
(d) the affiliation, within the meaning of section 166, with the company of each director referred to in paragraph (a);
(e) the names of the directors referred to in paragraph (a) who are officers or employees of the company or any affiliate of the company, and the positions they occupy;
(f) the name of each committee of the company on which each director referred to in paragraph (a) serves;
(g) the date of expiration of the term of each director referred to in paragraph (a); and
(h) the name, address and date of appointment of the auditor of the company.
(a) any information relating to a director or auditor of a company shown in the latest return made to the Superintendent under subsection (1), other than information referred to in paragraph (1)(c) or (d), becomes inaccurate or incomplete,
(b) a vacancy in the position of auditor of the company occurs or is filled by another person, or
(c) a vacancy on the board of directors of the company occurs or is filled,
the company shall forthwith provide the Superintendent with such information as is required to maintain the return in a complete and accurate form.
Marginal note:Copy of by-laws
500 A company shall send to the Superintendent, within thirty days after the coming into effect of a by-law or an amendment to a by-law, a copy of the by-law or amendment.
- 1991, c. 45, s. 500
- 2001, c. 9, s. 556
Marginal note:Register of companies
501 (1) The Superintendent shall, in respect of each company for which an order approving the commencement and carrying on of business has been made, cause a register to be maintained containing a copy of
(a) the incorporating instrument of the company; and
(b) the information referred to in paragraphs 499(1)(a), (c) and (e) to (h) contained in the latest return sent to the Superintendent under section 499.
(2) The register may be maintained in
(a) a bound or loose-leaf form or in a photographic film form; or
(b) a 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.
(3) Persons are entitled to reasonable access to the register and may make copies of or take extracts from the information in it.
(4) A statement containing information in the register and purporting to be certified by the Superintendent is admissible in evidence in all courts as proof, in the absence of evidence to the contrary, of the facts stated in the statement without proof of the appointment or signature of the Superintendent.
- 1991, c. 45, s. 501
- 2001, c. 9, s. 556
Marginal note:Production of information and documents
502 (1) The Superintendent may, by order, direct a person who controls a company or any entity that is affiliated with a company to provide the Superintendent with any information or documents that may be specified in the order if the Superintendent believes that the production of the information or documents is necessary in order to be satisfied that
(a) the provisions of this Act are being duly observed and that the company is in a sound financial condition; or
(b) the company has adequate policies and procedures to protect itself against threats to its integrity or security.
(2) Any person to whom a direction has been issued under subsection (1) shall provide the information or documents specified in the order within the time specified in the order and, where the order does not specify a time, the person shall provide the information or documents within a reasonable time.
(3) Subsection (1) does not apply in respect of an entity that controls a company or is affiliated with a company where that entity is a financial institution regulated
(a) by or under an Act of Parliament; or
(b) by or under an Act of the legislature of a province where the Superintendent has entered into an agreement with the appropriate official or public body responsible for the supervision of financial institutions in that province concerning the sharing of information on such financial institutions.
- 1991, c. 45, s. 502
- 2023, c. 26, s. 522
Marginal note:Confidential information
503 (1) Subject to section 504.1, all information regarding the business or affairs of a company, or regarding a person dealing with a company, that is obtained by the Superintendent, or by any person acting under the direction of the Superintendent, as a result of the administration or enforcement of any Act of Parliament, and all information prepared from that information, is confidential and shall be treated accordingly.
Marginal note:Disclosure permitted
(2) Nothing in subsection (1) prevents the Superintendent from disclosing any information
(a) to any government agency or body that regulates or supervises financial institutions, for purposes related to that regulation or supervision,
(a.01) to any other agency or body that regulates or supervises financial institutions, for purposes related to that regulation or supervision,
(a.1) to the Canada Deposit Insurance Corporation for purposes related to its operation; and
(b) to the Deputy Minister of Finance or any officer of the Department of Finance authorized in writing by the Deputy Minister of Finance or to the Governor of the Bank of Canada or any officer of the Bank of Canada authorized in writing by the Governor of the Bank of Canada, for the purposes of policy analysis related to the regulation of financial institutions,
if the Superintendent is satisfied that the information will be treated as confidential by the agency, body or person to whom it is disclosed.
- 1991, c. 45, s. 503
- 1996, c. 6, s. 122
- 1997, c. 15, s. 406
- 2001, c. 9, s. 557
- 2007, c. 6, s. 380
503.1 The Governor in Council may make regulations prohibiting, limiting or restricting the disclosure by companies of prescribed supervisory information.
- 1999, c. 28, s. 144
Marginal note:Evidentiary privilege
504 (1) Prescribed supervisory information shall not be used as evidence in any civil proceedings and is privileged for that purpose.
Marginal note:No testimony or production
(2) No person shall by an order of any court, tribunal or other body be required in any civil proceedings to give oral testimony or to produce any document relating to any prescribed supervisory information.
Marginal note:Exceptions to subsection (1)
(3) Despite subsection (1),
(a) the Minister, the Superintendent or the Attorney General of Canada may, in accordance with the regulations, if any, use prescribed supervisory information as evidence in any proceedings; and
(b) a company may, in accordance with the regulations, if any, use prescribed supervisory information as evidence in any proceedings in relation to the administration or enforcement of this Act or the Winding-up and Restructuring Act that are commenced by the company, the Minister, the Superintendent or the Attorney General of Canada.
Marginal note:Exceptions to subsections (1) and (2)
(4) Despite subsections (1) and (2) and section 39.1 of the Office of the Superintendent of Financial Institutions Act, a court, tribunal or other body may, by order, require the Minister, the Superintendent or a company to give oral testimony or to produce any document relating to any prescribed supervisory information in any civil proceedings in relation to the administration or enforcement of this Act that are commenced by the Minister, the Superintendent, the Attorney General of Canada or the company.
Marginal note:No waiver
(5) The disclosure of any prescribed supervisory information, other than under subsection (3) or (4), does not constitute a waiver of the privilege referred to in subsection (1).
(6) The Governor in Council may, for the purposes of subsection (3), make regulations respecting the circumstances in which prescribed supervisory information may be used as evidence.
- 1991, c. 45, s. 504
- 1996, c. 6, s. 123
- 2007, c. 6, s. 381
- 2015, c. 36, s. 232
Marginal note:No waiver
504.01 (1) For greater certainty, the disclosure by a company — or by a person who controls a company or by an entity that is affiliated with a company — to the Superintendent of any information that is subject to a privilege under the law of evidence, solicitor-client privilege or the professional secrecy of advocates and notaries or to litigation privilege does not constitute a waiver of any of those privileges or that secrecy.
Marginal note:No disclosure
(2) The Superintendent shall not disclose any information referred to in subsection (1) to any person whose powers, duties or functions include
(a) the investigation or prosecution of an offence under any Act of Parliament or of the legislature of a province; or
(b) the investigation of, or conduct of proceedings in respect of, a violation under an Act referred to in paragraph (a).
- 2018, c. 27, s. 168
Marginal note:Disclosure by Superintendent
504.1 (1) The Superintendent shall disclose at such times and in such manner as the Minister may determine, such information obtained by the Superintendent under this Act as the Minister considers ought to be disclosed for the purposes of the analysis of the financial condition of a company and that
(a) is contained in returns filed pursuant to the Superintendent’s financial regulatory reporting requirements in respect of companies; or
(b) has been obtained as a result of an industry-wide or sectoral survey conducted by the Superintendent in relation to an issue or circumstances that could have an impact on the financial condition of companies.
Marginal note:Prior consultation required
(2) The Minister shall consult with the Superintendent before making any determination under subsection (1).
- 1996, c. 6, s. 124
Marginal note:Disclosure by a company
504.2 (1) A company shall make available to the public such information concerning
(a) the compensation of its executives, as that expression is defined by the regulations, and
(b) its business and affairs for the purpose of the analysis of its financial condition,
in such form and manner and at such times as may be required by or pursuant to such regulations as the Governor in Council may make for the purpose.
Marginal note:Exemption by regulation
(2) Paragraph (1)(a) does not apply to a company that is within such class or classes of companies as may be prescribed.
- 1996, c. 6, s. 124
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