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Meeting and Proposals (Insurance Companies and Insurance Holding Companies) Regulations (SOR/2006-316)

Regulations are current to 2020-12-28 and last amended on 2008-03-11. Previous Versions

Meeting and Proposals (Insurance Companies and Insurance Holding Companies) Regulations

SOR/2006-316

INSURANCE COMPANIES ACT

Registration 2006-11-28

Meeting and Proposals (Insurance Companies and Insurance Holding Companies) Regulations

P.C. 2006-1441 2006-11-28

Her Excellency the Governor General in Council, on the recommendation of the Minister of Finance, pursuant to subsections 142(1)Footnote a and (4)Footnote a and 143(1)Footnote b, section 147Footnote c, subsections 148(1)Footnote d, 157(5)Footnote e, 766(1)Footnote f and (3)Footnote f and 767(1)Footnote g, section 770Footnote h and subsections 771(1)Footnote i, 778(5)Footnote j and 1021(1)Footnote k of the Insurance Companies ActFootnote l, hereby makes the annexed Meetings and Proposals (Insurance Companies and Insurance Holding Companies) Regulations.

Interpretation

 In these Regulations, Act means the Insurance Companies Act.

Record Date

  •  (1) For the purposes of paragraphs 142(1)(a), (b) and (e) and subparagraph 142(1)(c)(iii) of the Act, the prescribed period for the record date is not more than 60 days before the day on which the particular action is to be taken.

  • (2) For the purposes of subsection 766(1) of the Act, except paragraphs 766(1)(c) and 766(1)(d), the prescribed period for the record date is not more than 60 days before the day on which the particular action to be taken.

  • (3) For the purposes of subparagraphs 142(1)(c)(i) and (ii) and paragraphs 766(1)(c) and (d) of the Act, the prescribed period for the record date is not less than 21 days and not more than 60 days before the day of the meeting.

  • (4) For the purpose of subparagraph 142(1)(d)(i) of the Act, the prescribed period for the record date is not less than 21 days and not more than 90 days before the day of the meeting.

  • (5) For the purpose of subparagraph 142(1)(d)(ii) of the Act, the prescribed period for the record date is not less than 10 days before the day of the meeting.

  • (6) For the purposes of subsections 142(4) and 766(3) of the Act, the prescribed period for the notice of the record date to be given is not less than seven days before the date fixed.

Notice of Meeting

 For the purposes of subsections 143(1) and 767(1) of the Act, the prescribed period for the notice to be sent is not less than 21 days and not more than 60 days before the day of the meeting.

Shareholder and Policyholder Proposals

  •  (1) For the purposes of subsections 147(1.1) and 770(1.1) of the Act, the prescribed number of the company’s or the insurance holding company’s outstanding shares is the number of voting shares

    • (a) that is equal to 1% of the total number of the company’s or the insurance holding company’s outstanding voting shares as of the day on which the proposal is submitted, or

    • (b) whose fair market value, as determined at the close of business on the day before the day on which the proposal is submitted, is at least $2,000.

  • (2) For the purposes of 147(1.1) and 770(1.1) of the Act, the prescribed period for the person to have been the registered holder or beneficial owner is the six-month period immediately before the day on which the proposal is submitted.

 For the purposes of subsections 147(1.4) and 770(1.4) of the Act,

  • (a) the company or the insurance holding company may request, within 14 days after it receives the person’s proposal, that the person provide the proof that they meet the requirements; and

  • (b) the person shall provide the proof that they meet the requirements within 21 days after receiving the company’s or the insurance holding company’s request.

 For the purposes of subsections 147(3) and 770(3) of the Act, the proposal and the statement in support of it together are not to exceed 500 words.

 For the purposes of paragraphs 147(5)(a) and 770(5)(a) of the Act, the prescribed number of days is 90 days.

 For the purposes of paragraphs 147(5)(c) and 770(5)(c) of the Act, the prescribed period is two years.

  •  (1) For the purposes of paragraphs 147(5)(d) and 770(5)(d) of the Act, the prescribed minimum amount of support for a proposal is

    • (a) 3% of the total number of shares voted and policyholder votes cast if the proposal was introduced at an annual meeting;

    • (b) 6% of the total number of shares voted and policyholder votes cast at its last submission, if the proposal was introduced at two annual meetings; and

    • (c) 10% of the total number of shares voted and policyholder votes cast at its last submission, if the proposal was introduced at three or more annual meetings.

  • (2) For the purposes of paragraphs 147(5)(d) and 770(5)(d) of the Act, the prescribed period is five years.

 For the purposes of subsections 147(5.1) and 770(5.1) of the Act, the prescribed period within which the company or the insurance holding company is not required to attach any proposal to a notice of meeting is two years.

 For the purposes of subsections 148(1) and 771(1) of the Act, the prescribed period for the person to be notified is 21 days after the day on which the company or the insurance holding company receives the proposal or the proof under subsection 147(1.4) or 770(1.4) of the Act if it has requested that proof.

  • SOR/2008-81, s. 1(E)

Electronic Voting

 For the purposes of subsections 157(5) and 778(5) of the Act, when a vote is held at a meeting, the voting may be carried out by means of a telephonic, electronic or other communication facility if the facility

  • (a) enables the votes to be gathered in a manner that permits their subsequent verification; and

  • (b) permits the tallied votes to be presented to the company or the insurance holding company without it being possible for the company or the insurance holding company to identify how each shareholder or policyholder or group of shareholders or group of policyholders voted.

Coming into Force

 These Regulations come into force on the day on which they are registered.

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