GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Insurance Companies Act — I-11.8 814
Unexpired term 814 Unless the by-laws otherwise provide, a director elected or appointed to fill a vacancy holds office for the unexpired term of the director’s predecessor in office. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 815
Additional directors 815 (1) The directors may appoint one or more additional directors if the by-laws of the insurance holding company allow them to do so and the by-laws determine the minimum and maximum numbers of directors. Term of office (2) A director appointed under subsection (1) holds office for a term expiring not later than the close of the next annual meeting of shareholders of the insurance holding company. Limit on number appointed (3) The total number of directors appointed under subsection (1) may not exceed one third of the number of directors elected at the previous annual meeting of shareholders of the insurance holding company. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 816
Meetings required 816 (1) The directors shall meet at least four times during each financial year. Place for meetings (2) The directors may meet at any place unless the by-laws provide otherwise. Notice for meetings (3) The notice for the meetings must be given as required by the by-laws. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 817
Notice of meeting 817 (1) A notice of a meeting of directors shall specify each matter referred to in section 832 that is to be dealt with at the meeting but, unless the by-laws otherwise provide, need not otherwise specify the purpose of or the business to be transacted at the meeting. Waiver of notice (2) A director may in any manner waive notice of a meeting of directors and the attendance of a director at a meeting of directors is a waiver of notice of that meeting except where the director 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. Adjourned meeting (3) Notice of an adjourned meeting of directors is not required to be given if the time and place of the adjourned meeting was announced at the original meeting. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 818
Quorum 818 (1) Subject to section 819, the number of directors referred to in subsection (2) constitutes a quorum at any meeting of directors or a committee of directors and, notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors. Quorum (2) The number of directors constituting a quorum at any meeting of directors or a committee of directors shall be (a) a majority of the minimum number of directors required by this Part for the board of directors or a committee of directors; or (b) such greater number of directors than the number calculated pursuant to paragraph (a) as may be established by the by-laws of the insurance holding company. Director continues to be present (3) A director who is present at a meeting of directors or of a committee of directors but is not, in accordance with subsection 837(1), present at any particular time during the meeting is considered to be present for the purposes of this section. 2001, c. 9, s. 465; 2005, c. 54, s. 331
Insurance Companies Act — I-11.8 819
Resident Canadian majority 819 (1) The directors of an insurance holding company shall not transact business at a meeting of directors unless (a) in the case of an insurance holding company that is the subsidiary of a foreign institution, at least one half of the directors present are resident Canadians; and (b) in the case of any other insurance holding company, a majority of the directors present are resident Canadians. Exception (2) Despite subsection (1), the directors of an insurance holding company may transact business at a meeting of directors without the required proportion of directors who are resident Canadians if (a) a director who is a resident Canadian unable to be present approves, in writing or by telephonic, electronic or other communications facilities, the business transacted at the meeting; and (b) there would have been present the required proportion of directors who are resident Canadians had that director been present at the meeting. 2001, c. 9, s. 465; 2013, c. 33, s. 108
Insurance Companies Act — I-11.8 820
Electronic meeting 820 (1) Subject to the by-laws of an insurance holding company, a meeting of directors or of a committee of directors may be held by means of such telephonic, electronic or other communications facilities as permit all persons participating in the meeting to communicate adequately with each other during the meeting. Deemed present (2) A director participating in a meeting by any means referred to in subsection (1) is deemed for the purposes of this Part to be present at that meeting. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 821
Resolution outside board meeting 821 (1) A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of directors is as valid as if it had been passed at a meeting of directors. Filing directors’ resolution (2) A copy of the resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the directors. Resolution outside committee meeting (3) A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of a committee of directors, other than a resolution of the audit committee in carrying out its duties under subsection 829(3), is as valid as if it had been passed at a meeting of that committee. Filing committee resolution (4) A copy of the resolution referred to in subsection (3) shall be kept with the minutes of the proceedings of that committee. Evidence (5) 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. 2001, c. 9, s. 465; 2005, c. 54, s. 332
Insurance Companies Act — I-11.8 822
Dissent of director 822 (1) A director of an insurance holding company who is present at a meeting of directors or a committee of directors is deemed to have consented to any resolution passed or action taken at that meeting unless (a) the director requests that the director’s dissent be entered or the director’s dissent is entered in the minutes of the meeting; (b) the director sends a written dissent to the secretary of the meeting before the meeting is adjourned; or (c) the director sends the director’s dissent by registered mail or delivers it to the head office of the insurance holding company immediately after the meeting is adjourned. Loss of right to dissent (2) A director of an insurance holding company who votes for or consents to a resolution is not entitled to dissent under subsection (1). Dissent of absent director (3) A director of an insurance holding company who is not present at a meeting at which a resolution is passed or action taken is deemed to have consented thereto unless, within seven days after the director becomes aware of the resolution, the director (a) causes the director’s dissent to be placed with the minutes of the meeting; or (b) sends the director’s dissent by registered mail or delivers it to the head office of the insurance holding company. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 823
Record of attendance 823 (1) An insurance holding company shall keep a record of the attendance at each meeting of directors and each committee meeting of directors. Statement to shareholders (2) An insurance holding company shall attach to the notice of each annual meeting it sends to its shareholders a statement showing, in respect of the financial year immediately preceding the meeting, the total number of directors’ meetings and directors’ committee meetings held during the financial year and the number of those meetings attended by each director. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 824
Meeting required by Superintendent 824 (1) Where in the opinion of the Superintendent it is necessary, the Superintendent may, by notice in writing, require an insurance holding company to hold a meeting of directors of the insurance holding company to consider the matters set out in the notice. Attendance of Superintendent (2) The Superintendent may attend and be heard at a meeting referred to in subsection (1). 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 825
By-laws 825 (1) Unless this Part otherwise provides, the directors of an insurance holding company may by resolution make, amend or repeal any by-law that regulates the business or affairs of the insurance holding company. Shareholder approval (2) The directors shall submit a by-law, or an amendment to or a repeal of a by-law, that is made under subsection (1) to the shareholders at the next meeting of shareholders, and the shareholders may, by resolution, confirm or amend the by-law, amendment or repeal. Effective date of by-law (3) Unless this Part otherwise provides, a by-law, or an amendment to or a repeal of a by-law, is effective from the date of the resolution of the directors under subsection (1) until it is confirmed, confirmed as amended or rejected by the shareholders under subsection (2) or until it ceases to be effective under subsection (4) and, where the by-law is confirmed, or confirmed as amended, it continues in effect in the form in which it was so confirmed. Effect where no shareholder approval (4) If a by-law, or an amendment to or a repeal of a by-law, is rejected by the shareholders, or is not submitted to the shareholders by the directors as required under subsection (2), the by-law, amendment or repeal ceases to be effective from the date of its rejection or the date of the next meeting of shareholders, as the case may be, and no subsequent resolution of the directors to make, amend or repeal a by-law having substantially the same purpose or effect is effective until it is confirmed, or confirmed as amended, by the shareholders. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 826
Shareholder proposal of by-law 826 A shareholder entitled to vote at an annual meeting of shareholders may, in accordance with sections 770 and 771, make a proposal to make, amend or repeal a by-law. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 827
Deemed by-laws 827 (1) Any matter provided for in the incorporating instrument of a body corporate continued as an insurance holding company at the time of continuance that, under this Part, would be provided for in the by-laws of an insurance holding company is deemed to be provided for in the by-laws of the insurance holding company. By-law prevails (2) If a by-law of the insurance holding company made in accordance with sections 825 and 826 amends or repeals any matter referred to in subsection (1), the by-law prevails. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 828
Committees 828 The directors of an insurance holding company may appoint from their number, in addition to the committees referred to in subsection 794(2), such other committees as they deem necessary and, subject to section 832, delegate to those committees such powers of the directors, and assign to those committees such duties, as the directors consider appropriate. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 829
Audit committee 829 (1) The audit committee of an insurance holding company shall consist of at least three directors. Membership (2) None of the members of the audit committee may be officers or employees of the insurance holding company or of any of its subsidiaries. Duties of audit committee (3) The audit committee of an insurance holding company shall (a) review the annual statement of the insurance holding company before the annual statement is approved by the directors; (b) review such returns of the insurance holding company as the Superintendent may specify; (c) require the management of the insurance holding company to implement and maintain appropriate internal control procedures; (d) review, evaluate and approve those procedures; (e) review such investments and transactions that could adversely affect the well-being of the insurance holding company as the auditor or any officer of the insurance holding company may bring to the attention of the committee; (f) meet with the auditor to discuss the annual statement and the returns and transactions referred to in this subsection; and (g) meet with the chief internal auditor of the insurance holding company, or the officer or employee of the insurance holding company acting in a similar capacity, and with management of the insurance holding company, to discuss the effectiveness of the internal control procedures established for the insurance holding company. Report (4) In the case of the annual statement and returns of an insurance holding company that under this Part must be approved by the directors of the insurance holding company, the audit committee of the insurance holding company shall report thereon to the directors before the approval is given. Required meeting of directors (5) The audit committee of an insurance holding company may call a meeting of the directors of the insurance holding company to consider any matter of concern to the committee. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 830
Chief executive officer 830 The directors of an insurance holding company shall appoint from their number a chief executive officer who must be ordinarily resident in Canada and, subject to section 832, may delegate to that officer any of the powers of the directors. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 831
Appointment of officers 831 (1) The directors of an insurance holding company may, subject to the by-laws, designate the offices of the insurance holding company, appoint officers thereto, specify the duties of those officers and delegate to them powers, subject to section 832, to manage the business and affairs of the insurance holding company. Directors as officers (2) Subject to section 799, a director of an insurance holding company may be appointed to any office of the insurance holding company. Two or more offices (3) Two or more offices of an insurance holding company may be held by the same person. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 832
Limits on power to delegate 832 The directors of an insurance holding company may not delegate any of the following powers, namely, the power to (a) submit to the shareholders a question or matter requiring the approval of the shareholders; (b) fill a vacancy among the directors, on a committee of directors or in the office of auditor, or appoint additional directors; (c) issue or cause to be issued securities, including an issue of shares of a series that is authorized in accordance with section 745, except in accordance with any authorization made by the directors; (d) declare a dividend; (e) authorize the redemption or other acquisition by the insurance holding company pursuant to section 754 of shares issued by the insurance holding company; (f) authorize the payment of a commission on a share issue; (g) approve a management proxy circular; (h) except as provided in this Part, approve the annual statement of the insurance holding company and any other financial statements issued by the insurance holding company; or (i) adopt, amend or repeal by-laws. 2001, c. 9, s. 465; 2005, c. 54, s. 333
Insurance Companies Act — I-11.8 833
Remuneration of directors, officers and employees 833 (1) Subject to this section and the by-laws, the directors of an insurance holding company may fix the remuneration of the directors, officers and employees of the insurance holding company. By-law required (2) No remuneration shall be paid to a director as director until a by-law fixing the aggregate of all amounts that may be paid to all directors in respect of directors’ remuneration during a fixed period of time has been confirmed by special resolution. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 834
Validity of acts 834 (1) An act of a director or an officer of an insurance holding company is valid notwithstanding a defect in the director’s qualification or an irregularity in the director’s election or in the appointment of the director or officer. Validity of acts (2) An act of the board of directors of an insurance holding company is valid notwithstanding a defect in the composition of the board or an irregularity in the election of the board or in the appointment of a member of the board. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 835
Right to attend meetings 835 A director of an insurance holding company is entitled to attend and to be heard at every meeting of shareholders. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 836
Disclosure of interest 836 (1) A director or officer of an insurance holding company shall disclose to the insurance holding company, in writing or by requesting to have it entered in the minutes of a meeting of directors or a meeting of a committee of directors, the nature and extent of any interest they have in a material contract or material transaction with the insurance holding company, whether entered into or proposed, if they (a) are a party to the contract or transaction; (b) are a director or officer of a party to the contract or transaction or a person acting in a similar capacity; or (c) have a material interest in a party to the contract or transaction. Time of disclosure — director (2) The disclosure shall be made in the case of a director (a) at the meeting of directors, or of a committee of directors, at which the proposed contract or transaction is first considered; (b) if at the time of the meeting referred to in paragraph (a) the director was not interested in the proposed contract or transaction, at the first one after they become interested in it; (c) if the director becomes interested after a contract or transaction is entered into, at the first one after they become interested; or (d) if a person who is interested in a contract or transaction becomes a director, at the first one after they become a director. Time of disclosure — officer (3) The disclosure required by subsection (1) shall be made in the case of an officer who is not a director (a) immediately after they become aware that the contract, transaction, proposed contract or proposed transaction is to be considered or has been considered at a meeting of directors or of a committee of directors; (b) if they become interested after the contract or transaction is entered into, immediately after they become interested; or (c) if a person who is interested in a contract or transaction becomes an officer, immediately after they become an officer. Time of disclosure — contract not requiring approval (4) If the material contract or material transaction, whether entered into or proposed, is one that in the ordinary course of the insurance holding company’s business would not require approval by the directors or shareholders, the director or officer shall disclose to the insurance holding company, in writing or by requesting to have it entered in the minutes of a meeting of directors or of a committee of directors, the nature and extent of their interest immediately after they become aware of the contract or transaction. 2001, c. 9, s. 465; 2005, c. 54, s. 334
Insurance Companies Act — I-11.8 837
Director to abstain 837 (1) A director who is required to make a disclosure under subsection 836(1) shall not be present at any meeting of directors, or of a committee of directors, while the contract or transaction is being considered or vote on any resolution to approve it unless the contract or transaction (a) relates primarily to their remuneration as a director, officer, employee or agent of the insurance holding company, an entity controlled by the insurance holding company or an entity in which the insurance holding company has a substantial investment; (b) is for indemnity under section 846 or insurance under section 847; or (c) is with an affiliate of the insurance holding company. Ineligibility (2) A director who knowingly contravenes subsection (1) ceases to hold office as director and is not eligible, for a period of five years after the date on which the contravention occurred, for election or appointment as a director of any insurance holding company, any bank holding company or any financial institution that is incorporated or formed by or under an Act of Parliament. Validity of acts (3) An act of the board of directors of an insurance holding company or of a committee of the board of directors is not invalid because a person acting as a director had ceased under subsection (2) to hold office as a director. 2001, c. 9, s. 465; 2005, c. 54, s. 335
Insurance Companies Act — I-11.8 838
General notice 838 (1) For the purposes of subsection 836(1), a general notice to the directors declaring that a director or officer is to be regarded as interested for any of the following reasons in a contract or transaction entered into with a party, is a sufficient declaration of interest in relation to any contract or transaction with that party: (a) the director or officer is a director or officer of a party referred to in paragraph 836(1)(b) or (c) or a person acting in a similar capacity; (b) the director or officer has a material interest in the party; or (c) there has been a material change in the nature of the director’s or officer’s interest in the party. Access to disclosures (2) The shareholders of the insurance holding company may examine the portions of any minutes of meetings of directors or committees of directors that contain disclosures under subsection 836(1), or the portions of any other documents that contain those disclosures, during the usual business hours of the insurance holding company. 2001, c. 9, s. 465; 2005, c. 54, s. 336
Insurance Companies Act — I-11.8 839
Avoidance standards 839 (1) A contract or transaction for which disclosure is required under subsection 836(1) is not invalid and a director or officer is not accountable to the insurance holding company or its shareholders for any profit realized from it by reason only of the director’s or officer’s interest in the contract or transaction or the fact that the director was present or was counted to determine whether a quorum existed at the meeting of directors, or of a committee of directors, that considered it if (a) the director or officer disclosed their interest in accordance with section 836 and subsection 838(1); (b) the directors approved the contract or transaction; and (c) the contract or transaction was reasonable and fair to the insurance holding company at the time that it was approved. Confirmation by shareholders (2) Even if the conditions set out in subsection (1) are not met, a director or officer acting honestly and in good faith is not accountable to the insurance holding company or its shareholders for any profit realized from a contract or transaction for which disclosure was required and the contract or transaction is not invalid by reason only of the director’s or officer’s interest in it if (a) the contract or transaction is approved or confirmed by special resolution at a meeting of shareholders; (b) disclosure of the interest was made to the shareholders in a manner sufficient to indicate its nature before the contract or transaction was approved or confirmed; and (c) the contract or transaction was reasonable and fair to the insurance holding company at the time that it was approved or confirmed. 2001, c. 9, s. 465; 2005, c. 54, s. 336
Insurance Companies Act — I-11.8 840
Court may set aside or require accounting 840 If a director or officer of an insurance holding company fails to comply with any of sections 836 to 839, a court, on application of the insurance holding company or any of its shareholders, may set aside the contract or transaction on any terms that the court thinks fit and may require the director or officer to account to the insurance holding company for any profit or gain realized on it. 2001, c. 9, s. 465; 2005, c. 54, s. 336