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
Marginal note:2001, c. 9, s. 465
360. Subsections 942(3) and (4) of the Act are repealed.
361. The Act is amended by adding the following before section 1008:
Marginal note:Execution of documents
1007.1 Any by-law, notice, resolution, requisition, statement or other document required or permitted to be executed or signed by more than one person for the purposes of this Act may be executed or signed in several documents of like form, each of which is executed or signed by one or more of the persons. The documents if duly executed or signed by all persons required or permitted to sign them are deemed to constitute one document for the purposes of this Act.
Marginal note:2001, c. 9, s. 465
362. Subsection 1010(2) of the Act is replaced by the following:
Marginal note:Undelivered notices
(2) If a company, society, foreign company, provincial company or insurance holding company sends a notice or document to a shareholder, member or policyholder in accordance with section 1008 and it is returned on two consecutive occasions because the shareholder, member or policyholder cannot be found, the company, society, foreign company, provincial company or insurance holding company is not required to send any further notices or documents to them until it is informed in writing of their new address.
Marginal note:2001, c. 9, s. 465
363. Section 1013 of the French version of the Act is replaced by the following:
Marginal note:Mentions au registre des valeurs mobilières
1013. Les mentions au registre des valeurs mobilières et sur les certificats de valeurs mobilières émis par la société ou la société de portefeuille d’assurances établissent que les personnes au nom desquelles les valeurs mobilières sont inscrites sont propriétaires des valeurs mentionnées dans le registre ou sur les certificats.
Marginal note:2001, c. 9, s. 465
364. Section 1021 of the Act is renumbered as subsection 1021(1) and is amended by adding the following:
Marginal note:Incorporation by reference
(2) The regulations may incorporate any material by reference regardless of its source and either as it exists on a particular date or as amended from time to time.
Marginal note:Incorporated material is not a regulation
(3) Material does not become a regulation for the purposes of the Statutory Instruments Act because it is incorporated by reference.
Marginal note:2001, c. 9, s. 465
365. (1) Subparagraph 1027(1)(a)(ii) of the Act is replaced by the following:
(ii) on conviction on indictment, to a fine of not more than $1,000,000 or to imprisonment for a term of not more than five years, or to both; and
Marginal note:2001, c. 9, s. 465
(2) Subsection 1027(3) of the Act is replaced by the following:
Marginal note:Additional fine
(3) If a person has been convicted of an offence under this Act, the court may, if it is satisfied that as a result of the commission of the offence the convicted person acquired any monetary benefits or that monetary benefits accrued to the convicted person or their spouse, common-law partner or other dependant, order the convicted person to pay, despite the maximum amount of any fine that may otherwise be imposed under this Act, an additional fine in an amount equal to three times the court’s estimation of the amount of those monetary benefits.
Marginal note:2001, c. 9, s. 465
366. Section 1032 of the Act is replaced by the following:
Marginal note:Appeal of final order
1032. (1) An appeal lies to the court of appeal of a province from any final order made by a court of that province under this Act.
Marginal note:Appeal with leave
(2) An appeal lies to the court of appeal of a province from any order, other than a final order made by a court of that province, only with leave of the court of appeal in accordance with the rules applicable to that court.
367. The Act is amended by adding the following after section 1033:
PART XXDOCUMENTS IN ELECTRONIC OR OTHER FORM
Marginal note:Definitions
1034. The following definitions apply in this Part.
“electronic document”
« document électronique »
“electronic document” means, except in section 1043, any form of representation of information or concepts that is fixed in any medium in or by electronic, optical or other similar means and that can be read or perceived by a person or by any means.
“information system”
« système de traitement de l’information »
“information system” means a system used to generate, send, receive, store or otherwise process an electronic document.
Marginal note:Application
1035. This Part other than sections 1046 and 1047 does not apply in respect of any notice, document or other information that under this Act or the regulations is sent to or issued by the Minister, the Superintendent or the Commissioner or any prescribed notice, document or information.
Marginal note:Use not mandatory
1036. Nothing in this Act or the regulations requires a person to create or provide an electronic document.
Marginal note:Consent and other requirements
1037. (1) Despite anything in this Part, a requirement under this Act or the regulations to provide a notice, document or other information is not satisfied by providing an electronic document unless
(a) the addressee consents and designates an information system for the receipt of the electronic document;
(b) the electronic document is, unless otherwise prescribed, provided to the designated information system; and
(c) the prescribed requirements are complied with.
Marginal note:Regulations — revocation of consent
(2) The Governor in Council may make regulations respecting the revocation of the consent referred to in paragraph (1)(a).
Marginal note:Creation or provision of information
1038. A requirement under this Act or the regulations to create or provide a notice, document or other information is satisfied by creating or providing an electronic document if
(a) the incorporating instrument or by-laws of the company, insurance holding company, foreign company, society or provincial company, as the case may be, do not provide otherwise; and
(b) the prescribed requirements are complied with.
Marginal note:Creation of information in writing
1039. A requirement under this Act or the regulations to create a notice, document or other information in writing is satisfied by creating an electronic document if in addition to the conditions set out in section 1038
(a) the information in the electronic document is accessible so as to be usable for subsequent reference; and
(b) the prescribed requirements are complied with.
Marginal note:Provision of information in writing
1040. A requirement under this Act or the regulations to provide a notice, document or other information in writing is satisfied by providing an electronic document if in addition to the conditions set out in section 1038
(a) the information in the electronic document is accessible by the addressee and capable of being retained by them so as to be usable for subsequent reference; and
(b) the prescribed requirements are complied with.
Marginal note:Multiple copies
1041. A requirement under this Act or the regulations to provide two or more copies of a document at the same time to one addressee is satisfied by providing one copy of the electronic document.
Marginal note:Registered mail
1042. A requirement under this Act or the regulations to provide a document by registered mail is not satisfied by providing an electronic document except in the prescribed circumstances.
Marginal note:Statutory declarations and affidavits
1043. (1) A statutory declaration or affidavit required under this Act or the regulations may be created or provided in an electronic document if
(a) the person who makes the statutory declaration or affidavit signs it with their secure electronic signature;
(b) the authorized person before whom the statutory declaration or affidavit is made signs it with their secure electronic signature; and
(c) the requirements of sections 1036 to 1042 are complied with.
Marginal note:Definitions
(2) For the purposes of this section, “electronic document” and “secure electronic signature” have the same meaning as in subsection 31(1) of the Personal Information Protection and Electronic Documents Act.
Marginal note:References to “electronic document”
(3) For the purpose of complying with paragraph (1)(c), references to “electronic document” in sections 1036 to 1042 are to be read as references to “electronic document within the meaning of subsection 31(1) of the Personal Information Protection and Electronic Documents Act”.
Marginal note:Signatures
1044. A requirement under this Act or the regulations for a signature or for a document to be executed, except in respect of a statutory declaration or affidavit, is satisfied in respect of an electronic document if the prescribed requirements are complied with and the signature results from the application by the person of a technology or process that permits the following to be proved:
(a) the signature resulting from the use by the person of the technology or process is unique to the person;
(b) the technology or process is used by the person to incorporate their signature into, attach it to or associate it with the electronic document; and
(c) the technology or process can be used to identify the person using the technology or process.
Marginal note:Regulations — provision and receipt of documents
1045. The Governor in Council may make regulations respecting the time and place at which and the circumstances under which an electronic document is considered to be provided or received.
Marginal note:Content and form of notices and documents
1046. The Minister, Superintendent or Commissioner may establish the requirements for the content and fix the form, including electronic and other forms, of notices and documents sent to or issued by each of them under this Act or the regulations, including
(a) the notices and documents that may be sent in electronic or other form;
(b) the persons or classes of persons who may send notices and documents;
(c) their signature in electronic or other form or their execution, adoption or authorization in a manner that is to have the same effect for the purposes of this Act as their signature;
(d) the time and place at which and the circumstances under which electronic documents are considered to be sent or received; and
(e) any matter necessary for the purposes of the application of this section.
Marginal note:Exemption
1047. In the prescribed circumstances, the Minister, the Superintendent or the Commissioner may, on any conditions that they consider appropriate, exempt from the application of any provision of this Act requiring a notice or document to be sent to them any notice or document, or class of notice or document, containing information similar to that contained in a notice or document required to be made public under any other Act of Parliament or any Act of the legislature of a province.
1991, c. 45TRUST AND LOAN COMPANIES ACT
368. (1) The definitions “form of proxy” and “proxy” in section 2 of the Trust and Loan Companies Act are replaced by the following:
“form of proxy”
« formulaire de procuration »
“form of proxy” means a form of proxy as defined in the regulations;
“proxy”
« procuration »
“proxy” means a proxy as defined in the regulations;
(2) Section 2 of the Act is amended by adding the following in alphabetical order:
“going-private transaction”
« transaction de fermeture »
“going-private transaction” means a going-private transaction as defined in the regulations;
“minor”
« mineur »
“minor” has the same meaning as in the applicable provincial law and in the absence of any such law has the same meaning as the word “child” in the United Nations Convention on the Rights of the Child adopted in the United Nations General Assembly on November 20, 1989;
“squeeze-out transaction”
« transaction d’éviction »
“squeeze-out transaction” means a transaction by a company that is not a distributing company that requires an amendment to a by-law referred to in subsection 222(1) and that would directly or indirectly result in the interest of a holder of shares of a class of shares being terminated without their consent and without substituting an interest of equivalent value in shares issued by the company that have rights and privileges equal to or greater than those of the shares of the affected class;
(3) Section 2 of the French version of the Act is amended by adding the following in alphabetical order:
« société n’ayant pas fait appel au public »
Marginal note:French version only
société n’ayant pas fait appel au public S’entend d’une société autre qu’une société ayant fait appel au public.
369. The Act is amended by adding the following after section 2.2:
Marginal note:Regulations — distributing company
2.3 (1) The Governor in Council may make regulations respecting the determination of what constitutes a distributing company for the purposes of this Act.
Marginal note:Exemption — company
(2) On the application of a company, the Superintendent may determine that it is not or was not a distributing company if the Superintendent is satisfied that the determination would not prejudice any of its security holders.
Marginal note:Exemption — class of companies
(3) The Superintendent may determine that members of a class of companies are not or were not distributing companies if the Superintendent is satisfied that the determination would not prejudice any security holder of a member of the class.
Marginal note:1997, c. 15, s. 340
370. Section 11 of the Act is repealed.
371. Section 19 of the Act is replaced by the following:
Marginal note:Authority of directors and officers
19. (1) No company and no guarantor of an obligation of a company may assert against a person dealing with the company or against a person who has acquired rights from the company that
(a) the company’s incorporating instrument or any by-laws of the company have not been complied with;
(b) the persons named as directors of the company in the most recent return sent to the Superintendent under section 499 are not the directors of the company;
(c) the place named in the incorporating instrument or by-laws of the company is not the place where the head office of the company is situated;
(d) a person held out by the company as a director, officer or representative of the company has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the company or usual for a director, officer or representative; or
(e) a document issued by any director, officer or representative of the company with actual or usual authority to issue the document is not valid or not genuine.
Marginal note:Exception — knowledge
(2) Subsection (1) does not apply in respect of a person who has or ought to have knowledge of a situation described in that subsection by virtue of their relationship to the company.
372. Paragraph 27(1)(b) of the Act is replaced by the following:
(b) the province in which the head office of the company is to be situated; and
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