Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations
P.C. 2015-860 2015-06-18
His Excellency the Governor General in Council, on the recommendation of the Minister of Finance, pursuant to subsections 237(2) to (3)Footnote a and section 1021Footnote b of the Insurance Companies ActFootnote c, makes the annexed Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations.
1 The following definitions apply in these Regulations.
Act means the Insurance Companies Act. (Loi)
conversion means the conversion of a mutual property and casualty insurance company into a company with common shares. (transformation)
- converted company
converted company means a property and casualty insurance company that was a mutual company and has been converted into a company with common shares and, except for the purpose of paragraphs 13(1)(g), 14(2)(n) and 16(2)(i), includes a holding corporation of that company. (société transformée)
- converting company
converting company means a mutual property and casualty insurance company whose directors have passed a resolution under section 3 recommending conversion of the company. (société en transformation)
- eligibility date
eligibility date means the date on which the directors of a mutual property and casualty insurance company pass a resolution under section 3 recommending conversion of the company. (date d’admissibilité)
- eligible mutual policyholder
eligible mutual policyholder means a person who holds a mutual policy if
(a) they held it on the eligibility date;
(b) they applied for it before the date specified in the resolution passed under section 3 and it was issued after the eligibility date but before the day on which the special resolution referred to in section 5 is passed; or
(c) they held it before the eligibility date but it lapsed before that date and was reinstated after that date but before the day on which the special resolution referred to in section 5 is passed. (souscripteur admissible d’une police mutuelle)
- eligible non-mutual policyholder
eligible non-mutual policyholder means a person who
- eligible policyholder
eligible policyholder means
- holding corporation
holding corporation means a body corporate that is incorporated as a company under the Act and that holds all of the voting shares of a converted company. (société mère)
independent means, in respect of an actuary, financial market expert or valuation expert, that the actuary, financial market expert or valuation expert
(a) does not have a conflict of interest with a converting company, any of its eligible policyholders or any persons or classes of persons who are to be provided with benefits as a result of a conversion;
(b) is not a related party of the converting company; and
(c) is appointed on mutual agreement of the converting company and the two policyholder committees. (indépendant)
- mutual policy
mutual policy means a policy the holding of which entitles its holder to vote at all policyholder meetings of a converting company, but does not include a policy issued or assumed by a company with common shares that amalgamated with a mutual company after the eligibility date. (police mutuelle)
- mutual property and casualty insurance company
mutual property and casualty insurance company means a mutual company that is also a property and casualty company. (société mutuelle d’assurances multirisques)
- non-mutual policy
non-mutual policy means a policy, other than a mutual policy, that is issued by a mutual property and casualty insurance company. (police non mutuelle)
- related party
related party has the meaning assigned by section 518 of the Act. (personne apparentée)
- value of the converting company
value of the converting company means the estimated market value or range of market values of a converting company, excluding
(a) the value of capital contributions made at the time of incorporation as a mutual property and casualty insurance company;
(b) amounts recorded in any account maintained under section 70 or 83.04 of the Act; and
(c) any expenses expected to be incurred to effect the conversion. (valeur de la société en transformation)
Marginal note:Companies with non-mutual policyholders
2 These Regulations apply to mutual property and casualty insurance companies in which some of the policyholders hold non-mutual policies.
Initiation of Conversion Process
Marginal note:Resolution of directors
3 If the directors of a mutual property and casualty insurance company wish to pursue its conversion, they must pass a resolution recommending conversion and setting out
(a) a date before the eligibility date by which any mutual policy that will be issued after the eligibility date and before the day on which the special resolution referred to in section 5 is passed must have been applied for so that its holder qualifies as an eligible mutual policyholder; and
(b) any group of policyholders who hold non-mutual policies — other than those who have held their policies for the 12-month period ending on the eligibility date — who are to qualify as eligible non-mutual policyholders.
Marginal note:Before special meeting of eligible policyholders
4 Before seeking authorization from the Superintendent to send a notice referred to in paragraph 237(1.2)(a) of the Act, a converting company must ensure that a conversion proposal has been developed in accordance with sections 5 to 13 and that the right to vote on that conversion proposal and on the authorization referred to in paragraph 237(1.1)(c) of the Act has been extended to all eligible non-mutual policyholders at a special meeting referred to in section 14.
Negotiations Between Classes of Policyholders
Marginal note:Vote to negotiate
5 Not less than 30 days after the eligibility date, the eligible mutual policyholders must vote by special resolution on whether to negotiate, with the eligible non-mutual policyholders, the elements referred to in section 12.
Marginal note:Authorization to send notice of intent to negotiate
6 (1) Within 30 days of an affirmative vote under section 5, a converting company must, for the purpose of obtaining the Superintendent’s authorization to send to its eligible policyholders a notice of intent to negotiate, submit to the Superintendent the notice, which must
(a) indicate that the eligible mutual policyholders have passed a special resolution authorizing the negotiations referred to in section 12 with the eligible non-mutual policyholders and set out the criteria for determining who qualifies as an eligible mutual policyholder or eligible non-mutual policyholder;
(b) indicate when and how all necessary information relevant to the conversion process will be published on the converting company’s website and how the policyholders may request to receive that information by mail; and
(c) contain a summary of the conversion process.
Marginal note:Sending and publication of notice
(2) On receipt of the Superintendent’s authorization, the converting company must send the notice to all of its eligible policyholders and publish it on its website.
Marginal note:Application for initial court order
7 (1) Not less than 30 days and not more than 45 days after the day on which a notice is sent under subsection 6(2), the converting company must file with the court an application for an initial order.
Marginal note:Content of initial order
(2) Within 60 days after the filing of the application, the court must make an initial order setting out
(a) any information and documents that the converting company must publish on its website in addition to those required by these Regulations;
(b) the procedures for making applications or filing submissions for the purpose of subsections 8(1) and (5) and 9(1), (3) and (5);
(c) the manner of effecting service for the purpose of subsections 8(3) and 9(3);
(d) the date, time and location of the hearings referred to in subsections 8(6) and 9(6); and
(e) the procedures for submitting costs and expenses to the court for the purpose of section 11.
Marginal note:Subsequent orders
(3) The court may make any subsequent order that it considers necessary to ensure the efficiency, transparency and fairness of the negotiations referred to in section 12.
Marginal note:Publication on website
(4) A converting company must publish on its website all orders made by the court for the purpose of these Regulations.
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