Marginal note:Defence — due diligence

• 845. (1) A director, officer or employee of an insurance holding company is not liable under section 841 or 844 and has fulfilled their duty under subsection 795(2) if they exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on

  • (a) financial statements of the insurance holding company that were represented to them by an officer of the insurance holding company or in a written report of the auditor of the insurance holding company fairly to reflect the financial condition of the insurance holding company; or

  • (b) a report of a person whose profession lends credibility to a statement made by them.

• Marginal note:Defence — good faith

  (2) A director or officer of an insurance holding company has fulfilled their duty under subsection 795(1) if they relied in good faith on

  • (a) financial statements of the insurance holding company that were represented to them by an officer of the insurance holding company or in a written report of the auditor of the insurance holding company fairly to reflect the financial condition of the insurance holding company; or

  • (b) a report of a person whose profession lends credibility to a statement made by them.

Marginal note:Indemnification

• 846. (1) An insurance holding company may indemnify a director or officer of the insurance holding company, a former director or officer of the insurance holding company or another person who acts or acted, at the insurance holding company’s request, as a director or officer of or in a similar capacity for another entity against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by them in respect of any civil, criminal, administrative, investigative or other proceeding in which they are involved because of that association with the insurance holding company or other entity.

• Marginal note:Advances

  (2) An insurance holding company may advance amounts to the director, officer or other person for the costs, charges and expenses of a proceeding referred to in subsection (1). They shall repay the amounts if they do not fulfil the conditions set out in subsection (3).

• Marginal note:No indemnification

  (3) An insurance holding company may not indemnify a person under subsection (1) unless

  • (a) the person acted honestly and in good faith with a view to the best interests of, as the case may be, the insurance holding company, or the other entity for which they acted at the insurance holding company’s request as a director or officer or in a similar capacity; and

  • (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the person had reasonable grounds for believing that their conduct was lawful.

• Marginal note:Indemnification — derivative actions

  (4) An insurance holding company may with the approval of a court indemnify a person referred to in subsection (1) or advance amounts to them under subsection (2) — in respect of an action by or on behalf of the insurance holding company or other entity to procure a judgment in its favour to which the person is made a party because of the association referred to in subsection (1) with the insurance holding company or other entity — against all costs, charges and expenses reasonably incurred by them in connection with that action if they fulfil the conditions set out in subsection (3).

• Marginal note:Right to indemnity

  (5) Despite subsection (1), a person referred to in that subsection is entitled to be indemnified by the insurance holding company in respect of all costs, charges and expenses reasonably incurred by them in connection with the defence of any civil, criminal, administrative, investigative or other proceeding to which the person is subject because of the association referred to in subsection (1) with the insurance holding company or other entity described in that subsection if the person

  • (a) was not judged by the court or other competent authority to have committed any fault or omitted to do anything that they ought to have done; and

  • (b) fulfils the conditions set out in subsection (3).

• Marginal note:Heirs and personal representatives

  (6) An insurance holding company may, to the extent referred to in subsections (1) to (5) in respect of the person, indemnify the heirs or personal representatives of any person whom the insurance holding company may indemnify under those subsections.

• (b) in the capacity of a director or officer of another entity or while acting in a similar capacity for another entity, if they act or acted in that capacity at the insurance holding company’s request, except if the liability relates to a failure to act honestly and in good faith with a view to the best interests of the entity.

• (a) the name of the amalgamated insurance holding company and the province in which its head office is to be situated;

Marginal note:Head office

• 868. (1) An insurance holding company shall at all times have a head office in the province specified in its incorporating instrument or by-laws.

• Marginal note:Change of head office

  (2) The directors of an insurance holding company may change the address of the head office within the province specified in the incorporating instrument or by-laws.

• Marginal note:Access to insurance holding company records

  (4) Shareholders and creditors of an insurance holding company and their personal representatives may examine the records referred to in subsection 869(1) during the usual business hours of the insurance holding company and may take extracts from them free of charge or have copies of them made on payment of a reasonable fee. If the insurance holding company is a distributing insurance holding company, any other person may on payment of a reasonable fee examine those records during the usual business hours of the insurance holding company and take extracts from them or have copies of them made.

• Marginal note:Entitlement to list

  (3) A shareholder or creditor of an insurance holding company or their personal representative — or if the insurance holding company is a distributing insurance holding company, any person — is entitled to a basic list of shareholders of the insurance holding company.

Marginal note:Location and processing of information or data

• 876. (1) Subject to subsection (3), an insurance holding company shall maintain and process in Canada any information or data relating to the preparation or maintenance of the records referred to in section 869 or of its central securities register unless the Superintendent has, subject to any terms and conditions that the Superintendent considers appropriate, exempted the insurance holding company from the application of this section.

• Marginal note:Copies

  (2) Subject to subsections (3) and (4), the insurance holding company may maintain copies of the records referred to in section 869 or of its central securities register outside Canada and may process outside Canada any information or data relating to those copies.

Marginal note:Corporate seal

• 881. (1) An insurance holding company may adopt a corporate seal and change one that it adopted.

• Marginal note:Validity of unsealed documents

  (2) A document executed on behalf of an insurance holding company is not invalid merely because a corporate seal is not affixed to it.

Marginal note:Ss. 296 and 297 apply

883. Sections 296 and 297 apply in respect of insurance holding companies except that references to “company” are to be read as references to “insurance holding company”.

Subdivision 9.1Going-private Transactions and Squeeze-out Transactions

Marginal note:Ss. 298 to 300 apply

883.1 Sections 298 to 300 apply in respect of insurance holding companies subject to the following:

• (a) references to “company” are to be read as references to “insurance holding company”;

• (b) references to “this Act” are to be read as references to “this Part”;

• (c) references to “the policyholders entitled to vote and the shareholders” in subsections 300(2) and (4) to (6) are to be read as references to “the shareholders”;

• (d) the reference to “section 242” in paragraph 300(10)(c) is to be read as a reference to “section 854”; and

• (e) the reference to “a regulation referred to in subsection 515(1) or (2) or 516(1) or (2) or of an order made under subsection 515(3) or 516(4)” in subsection 300(25) is to be read as a reference to “a regulation referred to in subsection 992(1) or (2) or of an order made under subsection 992(3)”.

Marginal note:Ss. 307 to 316.1 apply

884. Sections 307 to 316.1 apply in respect of insurance holding companies, subject to the following:

• Marginal note:Annual statement — contents

  (2) With respect to each of the financial years to which it relates, the annual statement of an insurance holding company must contain the prescribed statements and any information that is in the opinion of the directors necessary to present fairly, in accordance with the accounting principles referred to in subsection (4), the financial position of the insurance holding company as at the end of the financial year to which it relates and the results of the operations and changes in the financial position of the insurance holding company for that financial year.

Marginal note:Annual statement — approval

• 888. (1) The directors of an insurance holding company shall approve the annual statement and their approval shall be evidenced by the signature or a printed or otherwise mechanically reproduced facsimile of the signature of

Marginal note:Annual statement — distribution

• 890. (1) An insurance holding company shall, no later than 21 days before the date of each annual meeting or before the signing of a resolution under paragraph 779(1)(b) in lieu of the annual meeting, send to each shareholder a copy of the documents referred to in subsections 887(1) and (3) unless that time period is waived by the shareholder.

• Marginal note:Other statements

  (1.1) In the case of a proposed replacement of an auditor whether because of removal or the expiry of their term, the insurance holding company shall make a statement of the reasons for the proposed replacement and the proposed replacement auditor may make a statement in which they comment on those reasons.

• Marginal note:Statements to be sent

  (2) The insurance holding company shall send a copy of the statements referred to in subsections (1) and (1.1) without delay to every shareholder entitled to vote at the annual meeting of shareholders and to the Superintendent.

Marginal note:Auditor of subsidiaries

• 907. (1) An insurance holding company shall take all necessary steps to ensure that

  • (a) its auditor is the auditor of each of its subsidiaries; and

  • (b) in the case of a subsidiary with more than one auditor, the auditor of the insurance holding company is one of the subsidiary’s auditors.

• (a) the complainant has, not less than 14 days before bringing the application or as otherwise ordered by the court, given notice to the directors of the insurance holding company or the insurance holding company’s subsidiary of the complainant’s intention to apply to the court under subsection (1) if the directors of the insurance holding company or the insurance holding company’s subsidiary do not bring, diligently prosecute or defend or discontinue the action;

Marginal note:Absence de cautionnement

• 915. (1) Les plaignants ne sont pas tenus de fournir de cautionnement pour les frais.

Marginal note:Exemption by Minister

• 941. (1) On application by an insurance holding company and subject to any terms and conditions that the Minister considers appropriate, the Minister may by order exempt the insurance holding company from the requirements of section 938 if the Minister considers it appropriate to do so.

• Marginal note:Compliance with s. 938

  (2) The insurance holding company shall comply with section 938 as of the day on which the exemption order expires.

• Marginal note:Limit on assets

  (3) If an insurance holding company fails to comply with section 938 on the day referred to in subsection (2), it shall not, until it complies with that section, have average total assets in any three month period ending on the last day of a subsequent month exceeding its average total assets in the three month period ending on the last day of the month immediately preceding the day referred to in subsection (2) or on any later day that the Minister may specify by order.

• Marginal note:Application of s. 939(2)

  (4) Subsection 939(2) applies for the purposes of subsection (3).