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

Marginal note:Adjustment of stated capital account

• 759 (1) On a purchase, redemption or other acquisition by an insurance holding company of shares or fractions thereof issued by it, the insurance holding company shall deduct from the stated capital account maintained for the class or series of shares so purchased, redeemed or otherwise acquired an amount equal to the result obtained by multiplying the stated capital in respect of the shares of that class or series by the number of shares of that class or series so purchased, redeemed or otherwise acquired and dividing by the number of shares of that class or series outstanding immediately before the purchase, redemption or other acquisition.

• Marginal note:Adjustment of stated capital account

  (2) An insurance holding company shall adjust its stated capital account or accounts in accordance with any special resolution referred to in section 757.

• Marginal note:Shares converted to another class

  (3) On a conversion of outstanding shares of an insurance holding company into shares of another class or series, or on a change of outstanding shares of the insurance holding company into shares of another class or series, the insurance holding company shall

  • (a) deduct from the stated capital account maintained for the class or series of shares converted or changed an amount equal to the result obtained by multiplying the stated capital of the shares of that class or series by the number of shares of that class or series converted or changed, and dividing by the number of outstanding shares of that class or series immediately before the conversion or change; and

  • (b) record the result obtained under paragraph (a) and any additional consideration received pursuant to the conversion or change in the stated capital account maintained or to be maintained for the class or series of shares into which the shares have been converted or changed.

• Marginal note:Stated capital of convertible shares

  (4) For the purposes of subsection (3) and subject to the insurance holding company’s by-laws, where an insurance holding company issues two classes of shares and there is attached to each class a right to convert a share of one class into a share of the other class and a share is so converted, the amount of stated capital attributable to a share in either class is the aggregate of the stated capital of both classes divided by the number of outstanding shares of both classes immediately before the conversion.

• Marginal note:Conversion or change of shares

  (5) Shares issued by an insurance holding company and converted into shares of another class or series, or changed under subsection 851(1) into shares of another class or series, become issued shares of the class or series of shares into which the shares have been converted or changed.

Marginal note:Addition to stated capital account

760 On a conversion of any debt obligation of an insurance holding company into shares of a class or series of shares, the insurance holding company shall

• (a) deduct from the liabilities of the insurance holding company the nominal value of the debt obligation being converted; and

• (b) record the result obtained under paragraph (a) and any additional consideration received for the conversion in the stated capital account maintained or to be maintained for the class or series of shares into which the debt obligation has been converted.

Marginal note:Declaration of dividend

• 761 (1) The directors of an insurance holding company may declare and an insurance holding company may pay a dividend by issuing fully paid shares of the insurance holding company or options or rights to acquire fully paid shares of the insurance holding company and, subject to subsection (4), the directors of an insurance holding company may declare and an insurance holding company may pay a dividend in money or property, and, where a dividend is to be paid in money, the dividend may be paid in a currency other than the currency of Canada.

• Marginal note:Notice to Superintendent

  (2) The directors of an insurance holding company shall notify the Superintendent of the declaration of a dividend at least 15 days before the day fixed for its payment.

• Marginal note:Share dividend

  (3) If shares of an insurance holding company are issued in payment of a dividend, the insurance holding company shall record in the stated capital account maintained or to be maintained for the shares of the class or series issued in payment of the dividend the declared amount of the dividend stated as an amount of money.

• Marginal note:When dividend not to be declared

  (4) The directors of an insurance holding company shall not declare and an insurance holding company shall not pay a dividend if there are reasonable grounds for believing that the insurance holding company is, or the payment would cause the insurance holding company to be, in contravention of subsection 992(1), any regulation made under subsection 992(2) or any order made under subsection 992(3).

Subordinated Indebtedness

Marginal note:Restriction on subordinated indebtedness

• 762 (1) An insurance holding company shall not issue subordinated indebtedness unless the subordinated indebtedness is fully paid for in money or, with the approval of the Superintendent, in property.

• Marginal note:References to subordinated indebtedness

  (2) A person shall not in any prospectus, advertisement, correspondence or literature relating to any subordinated indebtedness issued or to be issued by an insurance holding company refer to the subordinated indebtedness otherwise than as subordinated indebtedness.

• Marginal note:Other currencies

  (3) When issuing subordinated indebtedness, an insurance holding company may provide that any aspect of the subordinated indebtedness relating to money or involving the payment of or the liability to pay money in relation thereto be in a currency other than that of Canada including, without restricting the generality of the foregoing, the payment of any interest thereon.

Security Certificates and Transfers

Marginal note:Sections 85 to 139 apply

763 Sections 85 to 139 apply in respect of insurance holding companies, subject to the following:

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

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

• (c) references to “Part VII” in those sections are to be read as references to “Division 7 of Part XVII”;

• (d) references to “this Part” in those sections are to be read as references to “this Division”;

• (e) paragraph 92(1)(a) is to be read without reference to the words “other than section 427”;

• (f) the reference to “sections 142 to 145 and section 149” in subsection 97(1) is to be read as a reference to “sections 766 to 769 and 772”; and

• (g) the reference to “section 75 or 81” in subsection 101(3) is to be read as a reference to “section 754 or 759”.

DIVISION 6Corporate Governance

SUBDIVISION 1Shareholders

Place of Meetings

Marginal note:Place of meetings

• 764 (1) Meetings of shareholders of an insurance holding company shall be held at the place within Canada provided for in the by-laws of the insurance holding company or, in the absence of any such provision, at the place within Canada that the directors determine.

• Marginal note:Participation by electronic means

  (2) Unless the by-laws provide otherwise, any person who is entitled to attend a meeting of shareholders may participate in the meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting if the insurance holding company makes one available. A person who is participating in a meeting by one of those means is deemed for the purposes of this Part to be present at the meeting.

• Marginal note:Regulations

  (3) The Governor in Council may make regulations respecting the manner of and conditions for participating in a meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

Calling Meetings

Marginal note:Calling meetings

• 765 (1) The directors of an insurance holding company

  • (a) shall, after the meeting called under subsection 740(1), call the first annual meeting of shareholders of the insurance holding company, which meeting must be held not later than six months after the end of the first financial year of the insurance holding company;

  • (b) shall subsequently call an annual meeting of shareholders, which meeting must be held not later than six months after the end of each financial year; and

  • (c) may at any time call a special meeting of shareholders.

• Marginal note:Order to delay calling annual meeting

  (2) Despite subsection (1), the insurance holding company may apply to the court for an order extending the time for calling an annual meeting.

• Marginal note:Obligation to notify Superintendent

  (3) The insurance holding company shall give notice of the application to the Superintendent before any hearing concerning the application and shall provide the Superintendent with a copy of any order that is issued.

• Marginal note:Superintendent’s right to appear

  (4) The Superintendent is entitled to appear and be heard in person or by counsel at any hearing concerning the application.

Record Dates

Marginal note:Authority to fix record date

• 766 (1) The directors may in advance fix a record date, that is within the prescribed period, for the determination of shareholders for any purpose, including for a determination of which shareholders are entitled to

  • (a) receive payment of a dividend;

  • (b) participate in a liquidation distribution;

  • (c) receive notice of a meeting of shareholders; or

  • (d) vote at a meeting of shareholders.

• Marginal note:Determination of record date

  (2) If no record date is fixed,

  • (a) the record date for the determination of shareholders who are entitled to receive notice of a meeting of shareholders is

    • (i) at the close of business on the day immediately preceding the day on which the notice is given, or

    • (ii) if no notice is given, the day on which the meeting is held; and

  • (b) the record date for the determination of shareholders for any other purpose, other than to establish a shareholder’s right to vote, is at the close of business on the day on which the directors pass a resolution in respect of that purpose.

• Marginal note:Notice of record date

  (3) If a record date is fixed and unless notice of the record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the securities register at the close of business on the day on which the directors fix the record date, notice of the record date shall be given within the prescribed period by

  • (a) advertisement in a newspaper in general circulation in the place where the insurance holding company’s head office is situated and in each place in Canada where the insurance holding company has a transfer agent or where a transfer of its shares may be recorded; and

  • (b) written notice to each stock exchange in Canada on which the insurance holding company’s shares are listed for trading.

Notices of Meetings

Marginal note:Notice of meeting

• 767 (1) Notice of the time and place of a meeting of shareholders of an insurance holding company shall be sent within the prescribed period to

  • (a) each shareholder entitled to vote at the meeting;

  • (b) each director;

  • (c) the auditor of the insurance holding company; and

  • (d) the Superintendent.

• Marginal note:Exception

  (1.1) In the case of an insurance holding company that is not a distributing insurance holding company, notice may be sent within any shorter period specified in its by-laws.

• Marginal note:Number of eligible votes

  (2) An insurance holding company in respect of which subsection 927(4) applies shall set out in the notice of a meeting the number of eligible votes, as defined under subsection 793(1), that may be cast at the meeting as of the record date for determining the shareholders entitled to receive the notice of meeting, or, if there are to be separate votes of shareholders at the meeting, the number of eligible votes, as defined in that subsection, in respect of each separate vote to be held at the meeting.

• Marginal note:Waiver of notice

  (3) An insurance holding company is not required under subsection (1) to send to a person notice of a meeting if the person waives notice of the meeting. That waiver may be in any manner.

• Marginal note:Attendance constitutes waiver

  (4) A person who attends a meeting of shareholders is deemed to have waived notice of the meeting, except where the person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

• Marginal note:Publication in newspaper

  (5) In addition to the notice required under subsection (1), where any class of shares of an insurance holding company is publicly traded on a recognized stock exchange in Canada, notice of the time and place of the meeting of shareholders shall be published once a week for at least four consecutive weeks before the date of the meeting in a newspaper in the place where the head office of the insurance holding company is situated and in each place in Canada where the insurance holding company has a transfer agent or where a transfer of the insurance holding company’s shares may be recorded.

• Marginal note:Notice not required

  (6) Notice of a meeting of shareholders is not required to be sent to shareholders who are not registered on the records of the insurance holding company or the insurance holding company’s transfer agent on the record date fixed under paragraph 766(1)(c) or determined under paragraph 766(2)(a).

• Marginal note:Effect of default

  (7) Failure to receive a notice of a meeting of shareholders does not deprive a shareholder of the right to vote at the meeting.

Marginal note:Notice of adjourned meeting

• 768 (1) If a meeting of shareholders is adjourned for less than thirty days, it is not necessary, unless the by-laws otherwise provide, to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned.

• Marginal note:Notice after longer adjournment

  (2) If a meeting of shareholders is adjourned by one or more adjournments for a total of thirty days or more, notice of the continuation of the meeting shall be given as for an original meeting but, unless the meeting is adjourned by one or more adjournments for a total of more than ninety days, subsection 788(1) does not apply.

Marginal note:Special business

• 769 (1) All matters dealt with at a special meeting of shareholders or at an annual meeting of shareholders are deemed to be special business, except that special business does not include consideration of

  • (a) the financial statements;

  • (b) the auditor’s report;

  • (c) the election of directors; or

  • (d) the remuneration of directors and reappointment of the incumbent auditor.

• Marginal note:Notice of special business

  (2) Notice of a meeting of shareholders at which special business is to be transacted must

  • (a) state the nature of the special business in sufficient detail to permit a shareholder to form a reasoned judgment thereon; and

  • (b) contain the text of any special resolution to be submitted to the meeting.