An Act to amend certain Acts in relation to financial institutions (S.C. 2005, c. 54)
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Assented to 2005-11-25
1991, c. 47INSURANCE COMPANIES ACT
232. (1) Subsection 147(1) of the Act is replaced by the following:
Marginal note:Proposals
147. (1) Subject to subsections (1.1) and (1.2), a registered holder or beneficial owner of shares that may be voted — or a policyholder entitled to vote — at an annual meeting of shareholders and policyholders may
(a) submit to the company notice of any matter that they propose to raise at the meeting (in this section and section 148 referred to as a “proposal”); and
(b) discuss at the meeting any matter in respect of which they would have been entitled to submit a proposal.
Marginal note:Eligibility to submit proposal
(1.1) To be eligible to submit a proposal a person shall
(a) for at least the prescribed period be the registered holder or beneficial owner of at least the prescribed number of the company’s outstanding shares;
(b) have the support of persons who, in the aggregate and including or not including the person who submits the proposal, have for at least the prescribed period been the registered holders or beneficial owners of at least the prescribed number of the company’s outstanding shares; or
(c) be a policyholder entitled to vote at an annual meeting of the company’s shareholders and policyholders.
Marginal note:Information to be provided
(1.2) A proposal submitted by a registered holder or beneficial owner is to be accompanied by the following information:
(a) the name and address of the person submitting the proposal and the names and addresses of their supporters, if any; and
(b) the number of shares held or owned by the person and their supporters, if any, and the date that the shares were acquired.
Marginal note:Information not part of proposal
(1.3) The information provided under subsection (1.2) does not form part of a proposal or of the supporting statement referred to in subsection (3) and is not to be included for the purpose of the prescribed maximum number of words referred to in subsection (3).
Marginal note:Proof may be required
(1.4) If the company requests within the prescribed period that a person provide proof that they are eligible to submit a proposal, the person shall within the prescribed period provide proof that they meet the requirements of subsection (1.1).
Marginal note:1997, c. 15, s. 191; 2001, c. 9, s. 371(F)
(2) Subsections 147(3) and (4) of the Act are replaced by the following:
Marginal note:Supporting statement
(3) At the request of the person who submits a proposal, the company shall attach to the notice of the meeting the person’s statement in support of the proposal and their name and address. The statement and proposal together are not to exceed the prescribed maximum number of words.
Marginal note:Nomination of directors
(4) A proposal may include nominations for the election of directors if it is signed by
(a) in the case of nominations for the directors to be elected by shareholders, one or more registered holders or beneficial owners of shares representing in the aggregate not less than 5% of the shares of the company or 5% of the shares of a class of its shares entitled to vote at the meeting at which the proposal is to be presented; and
(b) in the case of nominations for the directors to be elected by policyholders, the lesser of 250 policyholders and 1% of the policyholders who are entitled to vote at the meeting.
(3) Paragraphs 147(5)(a) to (e) of the Act are replaced by the following:
(a) the proposal is not submitted to the company at least the prescribed number of days before the anniversary date of the notice of meeting that was sent to shareholders and policyholders in respect of the previous annual meeting of shareholders and policyholders;
(b) it clearly appears that the primary purpose of the proposal is to enforce a personal claim or redress a personal grievance against the company or its directors, officers or security holders;
(b.1) it clearly appears that the proposal does not relate in a significant way to the business or affairs of the company;
(c) the person submitting the proposal failed within the prescribed period before the company receives their proposal to present, in person or by proxy, at a meeting of shareholders or policyholders a proposal that at their request had been attached to a notice of meeting;
(d) substantially the same proposal was set out in or attached to a dissident’s proxy circular or attached to a notice of meeting relating to, and was presented to shareholders or policyholders at, a meeting of shareholders or policyholders held within the prescribed period before the receipt of the proposal and did not receive the prescribed minimum amount of support at the meeting;
(e) the rights conferred by subsections (1) to (4) are being abused to secure publicity;
(4) Section 147 of the Act is amended by adding the following after subsection (5):
Marginal note:Company may refuse to include proposal
(5.1) If a person who submits a proposal fails to continue to hold or own shares in accordance with paragraph (1.1)(a) or, as the case may be, does not continue to have the support of persons who are in the aggregate the registered holders or beneficial owners of the prescribed number of shares in accordance with paragraph (1.1)(b) until the end of the meeting, the company is not required to attach any proposal submitted by that person to a notice of meeting for any meeting held within the prescribed period after the day of the meeting.
233. (1) Subsections 148(1) and (2) of the Act are replaced by the following:
Marginal note:Notice of refusal
148. (1) If a company refuses to attach a proposal to a notice of a meeting, it shall in writing notify the person submitting the proposal of its intention not to attach the proposal to the notice of the meeting and of the reasons for the refusal. It shall notify the person within the prescribed period after either the day on which it receives the proposal or, if it has requested proof under subsection 147(1.4), the day on which it receives the proof.
Marginal note:Application to court
(2) On the application of a person submitting a proposal who claims to be aggrieved by a company’s refusal under subsection (1), a court may restrain the holding of the meeting at which the proposal is sought to be presented and make any further order that it thinks fit.
(2) Subsection 148(3) of the French version of the Act is replaced by the following:
Marginal note:Demande de la société
(3) La société ou toute personne qui prétend qu’une proposition lui cause un préjudice peut demander au tribunal une ordonnance autorisant la société à ne pas l’annexer à l’avis de l’assemblée; le tribunal, s’il est convaincu que le paragraphe 147(5) s’applique, peut rendre en l’espèce la décision qu’il estime pertinente.
Marginal note:1997, c. 15, s. 192; 1999, c. 1, s. 3
234. (1) Subsections 149(1) to (3) of the Act are replaced by the following:
Marginal note:Lists of shareholders and policyholders
149. (1) A company shall prepare an alphabetical list
(a) of shareholders entitled to receive notice of a meeting showing the number of shares held by each shareholder
(i) if a record date is fixed under subparagraph 142(1)(c)(i), no later than 10 days after that date, and
(ii) if no record date is fixed, on the record date determined under paragraph 142(2)(a); and
(b) of policyholders entitled to vote at a meeting
(i) if a record date is fixed under subparagraph 142(1)(d)(ii), no later than the day on which the meeting is held, and
(ii) if no record date is fixed, on the record date determined under paragraph 142(3)(b).
Marginal note:Shareholder voting list
(1.1) The company shall prepare an alphabetical list of shareholders entitled to vote as of the record date showing the number of shares held by each shareholder
(a) if a record date is fixed under subparagraph 142(1)(c)(ii), no later than 10 days after that date; and
(b) if no record date is fixed under subparagraph 142(1)(c)(ii), no later than 10 days after a record date is fixed under subparagraph 142(1)(c)(i) or no later than the record date determined under paragraph 142(2)(a), as the case may be.
Marginal note:Entitlement to vote — shareholders
(2) Subject to section 164.08, a shareholder whose name appears on a list prepared under subsection (1.1) is entitled to vote the shares shown opposite their name.
Marginal note:Entitlement to vote — policyholders
(3) A policyholder whose name appears on a list prepared under paragraph (1)(b) is entitled to vote at the meeting to which the list relates.
(2) The portion of subsection 149(4) of the Act before paragraph (a) is replaced by the following:
Marginal note:Examination of shareholder list
(4) A shareholder or policyholder may examine the list of shareholders
235. Section 157 of the Act is amended by adding the following after subsection (2):
Marginal note:Electronic voting
(3) Despite subsection (1) and unless the by-laws provide otherwise, any vote referred to in that subsection may be held entirely by means of a telephonic, electronic or other communication facility if the company makes one available.
Marginal note:Voting while participating electronically
(4) Unless the by-laws provide otherwise, any person who is participating in a meeting of shareholders or policyholders under subsection 140(2) and entitled to vote at that meeting may vote by means of the telephonic, electronic or other communication facility that the company has made available for that purpose.
Marginal note:Regulations
(5) The Governor in Council may make regulations respecting the manner of and conditions for voting at a meeting of shareholders or policyholders by means of a telephonic, electronic or other communication facility.
236. Section 158 of the Act is amended by adding the following after subsection (2):
Marginal note:Evidence
(3) Unless a ballot is demanded, an entry in the minutes of a meeting that the chairperson declared a resolution to be carried or defeated is in the absence of evidence to the contrary proof of that fact without proof of the number or proportion of votes recorded in favour of or against the resolution.
237. Paragraph 159(4)(a) of the Act is replaced by the following:
(a) a record date has been fixed under subparagraph 142(1)(c)(i) or (d)(i) and notice of it has been given under subsection 142(4);
Marginal note:1997, c. 15, s. 196
238. Subsections 160(1) and (1.1) of the Act are replaced by the following:
Marginal note:Court may order meeting to be called
160. (1) A court may, on the application of a director, a shareholder or policyholder who is entitled to vote or the Superintendent, order a meeting to be called, held or conducted in the manner that the court directs if
(a) it is impracticable to call the meeting within the time or in the manner in which it is to be called;
(b) it is impracticable to conduct the meeting in the manner required by this Act or the by-laws; or
(c) the court thinks that the meeting ought to be called, held or conducted within the time or in the manner that it directs for any other reason.
Marginal note:1997, c. 15, s. 197
239. (1) The definition “registrant” in section 164 of the Act is repealed.
Marginal note:1997, c. 15, s. 197
(2) The definition ““solicit” or “solicitation”” in section 164 of the Act is replaced by the following:
“solicitation”
« sollicitation »
“solicitation”
(a) includes
(i) a request for a proxy whether or not accompanied by a form of proxy,
(ii) a request to execute or not to execute a form of proxy or to revoke a proxy,
(iii) the sending of a form of proxy or other communication to a shareholder or policyholder under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy, and
(iv) the sending of a form of proxy to a shareholder or policyholder under section 164.03; but
(b) does not include
(i) the sending of a form of proxy in response to an unsolicited request made by or on behalf of a shareholder or policyholder,
(ii) the performance of administrative acts or professional services on behalf of a person soliciting a proxy,
(iii) the sending by an intermediary of the documents referred to in subsection 164.06(1),
(iv) a solicitation by a person in respect of shares of which they are the beneficial owner,
(v) a prescribed public announcement by a shareholder or policyholder of how they intend to vote and the reasons for that decision,
(vi) a communication for the purposes of obtaining the support of persons in accordance with paragraph 147(1.1)(b), or
(vii) a communication, other than a solicitation by or on behalf of the management of a company, that is made to shareholders or policyholders in the prescribed circumstances.
(3) Section 164 of the Act is amended by adding the following in alphabetical order:
“intermediary”
« intermédiaire »
“intermediary” means a person who holds a security on behalf of another person who is not the registered holder of the security, and includes
(a) a securities broker or dealer required to be registered to trade or deal in securities under the laws of any jurisdiction;
(b) a securities depositary;
(c) a financial institution;
(d) in relation to a clearing agency, a securities dealer, trust company, association within the meaning of section 2 of the Cooperative Credit Associations Act, bank or other person, including another clearing agency, on whose behalf the clearing agency or its nominee holds securities of an issuer;
(e) a trustee or administrator of a self-administered retirement savings plan, retirement income fund or education savings plan or another similar self-administered savings or investment plan registered under the Income Tax Act;
(f) a nominee of a person referred to in any of paragraphs (a) to (e); and
(g) a person who performs functions similar to those performed by a person referred to in any of paragraphs (a) to (e) and holds a security registered in their name, or in the name of their nominee, on behalf of another person who is not the registered holder of the security.
Marginal note:1997, c. 15, s. 197
240. Subsection 164.03(2) of the Act is replaced by the following:
Marginal note:Exception
(2) The management of a company is not required to send a form of proxy to shareholders under subsection (1) if the company
(a) is not a distributing company; and
(b) has 50 or fewer shareholders who are entitled to vote at a meeting, two or more joint holders of a share being counted as one shareholder.
241. Section 164.04 of the Act is amended by adding the following after subsection (1):
Marginal note:Exceptions
(1.1) Despite paragraph (1)(b), it is not necessary to send a dissident’s proxy circular if
(a) the total number of shareholders and policyholders whose proxies are solicited is 15 or fewer, two or more joint holders of a share being counted as one shareholder; or
(b) the solicitation is conveyed by public broadcast, speech or publication and the prescribed requirements are complied with.
Marginal note:1997, c. 15, s. 197
242. The portion of subsection 164.05(3) of the Act before paragraph (a) is replaced by the following:
Marginal note:Vote by show of hands
(3) Despite subsections (1) and (2) and unless a shareholder, policyholder or proxyholder demands a ballot, if the chairperson of a meeting of shareholders or policyholders declares to the meeting that, if a ballot were conducted, the total number of votes represented at the meeting by proxy required to be voted against what, to the knowledge of the chairperson, would be the decision of the meeting on a matter or group of matters is less than 5% of all the votes that might be cast by shareholders or policyholders, in person or by proxy,
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