Insurance Companies Act (S.C. 1991, c. 47)

Marginal note:Representative shareholder or policyholder

• 155 (1) If an entity is a shareholder or policyholder of a company, the company shall recognize any natural person authorized by a resolution of the directors or governing body or similar authority of the entity to represent it at meetings of shareholders or policyholders of the company.

• Marginal note:Idem

  (2) A natural person authorized under subsection (1) to represent an entity may exercise on behalf of the entity all the powers the entity could exercise if the entity were a natural person who was a shareholder or policyholder.

Marginal note:Joint shareholders or policyholders

156 Unless the by-laws otherwise provide, if two or more persons hold shares or policies jointly, one of those holders present at a meeting of shareholders or policyholders may in the absence of the others vote the shares or policies, but if two or more of those persons who are present in person or represented by proxyholder vote, they shall vote as one on the shares or policies jointly held by them.

Marginal note:Voting by hands or ballot

• 157 (1) Unless the by-laws otherwise provide, voting at a meeting of shareholders or policyholders shall take place by show of hands except when a ballot is demanded by a shareholder, policyholder or proxyholder entitled to vote at the meeting.

• Marginal note:Ballot

  (2) A shareholder, policyholder or proxyholder may demand a ballot either before or after any vote by show of hands.

• 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.

Resolution in lieu of Meeting

Marginal note:Resolution in lieu of meeting

• 158 (1) Except where a written statement is submitted by a director under section 182 or by an auditor under subsection 344(1),

  • (a) a resolution in writing signed by all the shareholders and policyholders entitled to vote on that resolution at a meeting of shareholders or policyholders is as valid as if it had been passed at a meeting of the shareholders or policyholders; and

  • (b) a resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of shareholders or policyholders, and signed by all the shareholders and policyholders entitled to vote at that meeting, satisfies all the requirements of this Act relating to meetings of shareholders or policyholders.

• Marginal note:Filing resolution

  (2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the meetings of shareholders or policyholders.

• 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.

Requisitioned Meetings

Marginal note:Requisitioned meeting

• 159 (1) Shareholders who together hold not less than 5 per cent of the issued and outstanding shares of a company that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of shareholders or shareholders and policyholders for the purposes stated in the requisition.

• Marginal note:Idem

  (2) At least five hundred policyholders entitled to vote at a meeting sought to be held, or one per cent of the total number of those policyholders, whichever is greater, may requisition the directors to call a meeting of policyholders or shareholders and policyholders for the purposes stated in the requisition.

• Marginal note:Form

  (3) A requisition referred to in subsection (1) or (2)

  • (a) must state the business to be transacted at the meeting and must be sent to each director and to the head office of the company; and

  • (b) may consist of several documents of like form, each signed by one or more shareholders or policyholders.

• Marginal note:Directors calling meeting

  (4) On receipt of a requisition referred to in subsection (1) or (2), the directors shall call a meeting of shareholders or policyholders to transact the business stated in the requisition, unless

  • (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);

  • (b) the directors have called a meeting of shareholders or policyholders and have given notice thereof under section 143; or

  • (c) the business of the meeting as stated in the requisition includes matters described in paragraphs 147(5)(b) to (e), (h) and (i).

• Marginal note:Shareholders’ and policyholders’ power

  (5) If the directors do not call a meeting within twenty-one days after receiving a requisition referred to in subsection (1) or (2), any shareholder or policyholder who signed the requisition may call the meeting.

• Marginal note:Procedure

  (6) A meeting called under this section shall be called as nearly as possible in the manner in which meetings are to be called pursuant to the by-laws and this Act.

• Marginal note:Reimbursement

  (7) Unless the shareholders or policyholders otherwise resolve at a meeting called under subsection (5), the company shall reimburse the shareholders or policyholders for any expenses reasonably incurred by them in requisitioning, calling and holding the meeting.

Powers of the Court

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.

• (1.1) [Repealed, 2005, c. 54, s. 238]

• Marginal note:Varying quorum

  (2) Without restricting the generality of subsection (1), a court may order that the quorum required by the by-laws or this Act be varied or dispensed with at a meeting called, held and conducted pursuant to this section.

• Marginal note:Valid meeting

  (3) A meeting called, held and conducted pursuant to this section is for all purposes a meeting of shareholders or policyholders of the company duly called, held and conducted.

Marginal note:Court review of election

• 161 (1) A company or a shareholder, policyholder or director of a company may apply to a court to resolve any dispute in respect of the election or appointment of a director or an auditor of the company.

• Marginal note:Powers of court

  (2) On an application under subsection (1), a court may make any order it thinks fit including, without limiting the generality of the foregoing,

  • (a) an order restraining a director or auditor whose election or appointment is challenged from acting pending determination of the dispute;

  • (b) an order declaring the result of the disputed election or appointment;

  • (c) an order requiring a new election or appointment, and including in the order directions for the management of the business and affairs of the company until a new election is held or the new appointment is made; and

  • (d) an order determining the voting rights of shareholders, persons claiming to own shares, policyholders and persons claiming to be policyholders.

Marginal note:Notice to Superintendent

• 162 (1) A person who makes an application under subsection 160(1) or 161(1) shall give notice of the application to the Superintendent before the hearing and shall deliver a copy of the order of the court, if any, to the Superintendent.

• Marginal note:Superintendent representation

  (2) The Superintendent may appear and be heard in person or by counsel at the hearing of an application referred to in subsection (1).

Pooling Agreements

Marginal note:Pooling agreement

163 A written agreement between two or more shareholders or policyholders may provide that in exercising voting rights the shares or policies held by them will be voted as provided in the agreement.

DIVISION I.1Proxies

Marginal note:Definitions

164 The definitions in this section apply in this Division.

intermediary

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. (intermédiaire)

registrant

registrant[Repealed, 2005, c. 54, s. 239]

solicitation

solicitation

• (a) includes

  • (i) a request for a proxy whether or not accompanied by or included in a form of proxy,

  • (ii) a request to execute or not to execute or, in Quebec, to sign or not to sign 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. (sollicitation)

solicitation by or on behalf of the management of a company

solicitation by or on behalf of the management of a company means a solicitation by any person pursuant to a resolution or instruction of, or with the acquiescence of, the directors or a committee of the directors of the company. (sollicitation effectuée par la direction d’une société ou pour son compte)

Marginal note:Appointing proxyholder

• 164.01 (1) A shareholder or policyholder who is entitled to vote at a meeting of shareholders or policyholders may, by executing a form of proxy, appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders or policyholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy.

• Marginal note:Execution of proxy

  (2) A form of proxy shall be executed by a shareholder or policyholder or by a shareholder’s or policyholder’s attorney authorized in writing to do so.

• Marginal note:Limit on authority

  (3) No appointment of a proxyholder provides authority for the proxyholder to act in respect of the appointment of an auditor or the election of a director unless a nominee proposed in good faith for the appointment or election is named in the form of proxy, a management proxy circular, a dissident’s proxy circular or a proposal under subsection 147(1).

• Marginal note:Required information

  (4) A form of proxy must indicate, in bold-face type, that the shareholder or policyholder by whom or on whose behalf it is executed may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on the shareholder’s or policyholder’s behalf at a meeting to which the proxy relates, and must contain instructions as to the manner in which the shareholder or policyholder may do so.

• Marginal note:Validity of proxy

  (5) A proxy is valid only at the meeting in respect of which it is given or at a continuation of the meeting after an adjournment.

• Marginal note:Revocation of proxy

  (6) A shareholder or policyholder may revoke a proxy

  • (a) by depositing an instrument in writing executed by the shareholder or policyholder or by the shareholder’s or policyholder’s attorney authorized in writing to do so

    • (i) at the head office of the company at any time up to and including the last business day before the day of a meeting, or a continuation of a meeting after an adjournment, at which the proxy is to be used, or

    • (ii) with the chairperson of the meeting on the day of the meeting or a continuation of the meeting after an adjournment; or

  • (b) in any other manner permitted by law.