GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Trust and Loan Companies Act — T-19.8 315
Statements: subsidiaries 315 (1) A company shall keep at its head office a copy of the current financial statements of each subsidiary of the company. Examination (2) Subject to this section, the shareholders of a company and their personal representatives may, on request therefor, examine the statements referred to in subsection (1) during the usual business hours of the company and may take extracts therefrom free of charge. Barring examination (3) A company may refuse to permit an examination under subsection (2) by any person. Application for order (4) Within fifteen days after a refusal under subsection (3), the company shall apply to a court for an order barring the right of the person concerned to make an examination under subsection (2) and the court shall either order the company to permit the examination or, if it is satisfied that the examination would be detrimental to the company or to any other body corporate the financial statements of which would be subject to examination, bar the right and make any further order it thinks fit. Notice to Superintendent (5) A company shall give the Superintendent and the person seeking to examine the statements referred to in subsection (1) notice of an application to a court under subsection (4), and the Superintendent and the person may appear and be heard in person or by counsel at the hearing of the application.
Trust and Loan Companies Act — T-19.8 316
Annual statement — distribution 316 (1) A company shall, no later than 21 days before the date of each annual meeting or before the signing of a resolution under paragraph 155(1)(b) in lieu of the annual meeting, send to each shareholder a copy of the documents referred to in subsections 313(1) and (3) unless that time period is waived by the shareholder. Exception (2) A company is not required to comply with subsection (1) with respect to a shareholder who has informed the company, in writing, that the shareholder does not wish to receive the annual statement. Effect of default (3) Where a company is required to comply with subsection (1) and the company does not comply with that subsection, the annual meeting at which the documents referred to in that subsection are to be considered shall be adjourned until that subsection has been complied with. 1991, c. 45, s. 316; 1997, c. 15, s. 370; 2005, c. 54, s. 436
Trust and Loan Companies Act — T-19.8 317
Copy to Superintendent 317 (1) Subject to subsection (2), a company shall send to the Superintendent a copy of the documents referred to in subsections 313(1) and (3) not later than twenty-one days before the date of each annual meeting of shareholders of the company. Later filing (2) If a company’s shareholders sign a resolution under paragraph 155(1)(b) in lieu of an annual meeting, the company shall send a copy of the documents referred to in subsections 313(1) and (3) to the Superintendent not later than thirty days after the signing of the resolution. 1991, c. 45, s. 317; 1997, c. 15, s. 371; 2001, c. 9, s. 515
Trust and Loan Companies Act — T-19.8 318
Definitions 318 For the purposes of this section and sections 319 to 338, firm of accountants means a partnership, the members of which are accountants engaged in the practice of accounting, or a body corporate that is incorporated by or under an Act of the legislature of a province and engaged in the practice of accounting; ( cabinet de comptables ) member , in relation to a firm of accountants, means (a) an accountant who is a partner in a partnership, the members of which are accountants engaged in the practice of accounting, or (b) an accountant who is an employee of a firm of accountants. ( membre )
Trust and Loan Companies Act — T-19.8
firm of accountants means a partnership, the members of which are accountants engaged in the practice of accounting, or a body corporate that is incorporated by or under an Act of the legislature of a province and engaged in the practice of accounting; ( cabinet de comptables )
Trust and Loan Companies Act — T-19.8 (a)
member , in relation to a firm of accountants, means (a) an accountant who is a partner in a partnership, the members of which are accountants engaged in the practice of accounting, or (b) an accountant who is an employee of a firm of accountants. ( membre )
Trust and Loan Companies Act — T-19.8 319
Appointment of auditor 319 (1) The shareholders of a company shall, by ordinary resolution at the first meeting of shareholders and at each succeeding annual meeting, appoint an auditor to hold office until the close of the next annual meeting. Remuneration of auditor (2) The remuneration of an auditor may be fixed by ordinary resolution of the shareholders but, if not so fixed, shall be fixed by the directors.
Trust and Loan Companies Act — T-19.8 321
Duty to resign 321 (1) An auditor who ceases to be qualified under section 320 shall resign forthwith after the auditor, where the auditor is a natural person, or any member of the firm of accountants, where the auditor is a firm of accountants, becomes aware that the auditor or the firm has ceased to be so qualified. Disqualification order (2) Any interested person may apply to a court for an order declaring that an auditor of a company has ceased to be qualified under section 320 and declaring the office of auditor to be vacant.
Trust and Loan Companies Act — T-19.8 322
Revocation of appointment 322 (1) The shareholders of a company may, by ordinary resolution at a special meeting, revoke the appointment of an auditor. Idem (2) The Superintendent may at any time revoke the appointment of an auditor made under subsection (3) or 319(1) or section 324 by notice in writing signed by the Superintendent and sent by registered mail to the auditor and to the company addressed to the usual place of business of the auditor and the company. Filling vacancy (3) A vacancy created by the revocation of the appointment of an auditor under subsection (1) may be filled at the meeting at which the appointment was revoked and, if not so filled, shall be filled by the directors under section 324.
Trust and Loan Companies Act — T-19.8 323
Ceasing to hold office 323 (1) An auditor of a company ceases to hold office when (a) the auditor resigns; (b) the auditor, where the auditor is a natural person, dies; or (c) the appointment of the auditor is revoked by the shareholders or the Superintendent. Effective date of resignation (2) The resignation of an auditor becomes effective at the time a written resignation is sent to the company or at the time specified in the resignation, whichever is later.
Trust and Loan Companies Act — T-19.8 324
Filling vacancy 324 (1) Subject to subsection 322(3), where a vacancy occurs in the office of auditor of a company, the directors shall forthwith fill the vacancy, and the auditor so appointed holds office for the unexpired term of office of the predecessor of that auditor. Where Superintendent may fill vacancy (2) Where the directors fail to fill a vacancy in accordance with subsection (1), the Superintendent may fill the vacancy and the auditor so appointed holds office for the unexpired term of office of the predecessor of that auditor. Designation of member of firm (3) Where the Superintendent has, pursuant to subsection (2), appointed a firm of accountants to fill a vacancy, the Superintendent shall designate the member of the firm who is to conduct the audit of the company on behalf of the firm.
Trust and Loan Companies Act — T-19.8 325
Right to attend meetings 325 (1) The auditor of a company is entitled to receive notice of every meeting of shareholders and, at the expense of the company, to attend and be heard thereat on matters relating to the duties of the auditor. Duty to attend meeting (2) If a director or shareholder of a company, whether or not the shareholder is entitled to vote at the meeting, gives written notice, not less than ten days before a meeting of shareholders, to an auditor or former auditor of the company that the director or shareholder wishes the auditor’s attendance at the meeting, the auditor or former auditor shall attend the meeting at the expense of the company and answer questions relating to the auditor’s or former auditor’s duties as auditor. Notice to company (3) A director or shareholder who gives notice under subsection (2) shall send concurrently a copy of the notice to the company and the company shall forthwith send a copy thereof to the Superintendent. Superintendent may attend (4) The Superintendent may attend and be heard at any meeting referred to in subsection (2).
Trust and Loan Companies Act — T-19.8 326
Statement of auditor 326 (1) An auditor of a company who (a) resigns, (b) receives a notice or otherwise learns of a meeting of shareholders called for the purpose of revoking the appointment of the auditor, or (c) receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed in the auditor’s stead, whether because of the auditor’s resignation or revocation of appointment or because the auditor’s term of office has expired or is about to expire, shall submit to the company and the Superintendent a written statement giving the reasons for the resignation or the reasons why the auditor opposes any proposed action. 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 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. Statements to be sent (2) The 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. 1991, c. 45, s. 326; 2005, c. 54, s. 438
Trust and Loan Companies Act — T-19.8 327
Duty of replacement auditor 327 (1) Where an auditor of a company has resigned or the appointment of an auditor has been revoked, no person or firm shall accept an appointment as auditor of the company or consent to be the auditor of the company until the person or firm has requested and received from the other auditor a written statement of the circumstances and reasons why the other auditor resigned or why, in the other auditor’s opinion, the other auditor’s appointment was revoked. Exception (2) Notwithstanding subsection (1), a person or firm may accept an appointment or consent to be appointed as auditor of a company if, within fifteen days after a request under that subsection is made, no reply from the other auditor is received. Effect of non-compliance (3) Unless subsection (2) applies, an appointment as auditor of a company is void if subsection (1) has not been complied with.
Trust and Loan Companies Act — T-19.8 328
Auditor’s examination 328 (1) The auditor of a company shall make such examination as the auditor considers necessary to enable the auditor to report on the annual statement and on other financial statements required by this Act to be placed before the shareholders, except such annual statements or parts thereof as relate to the period referred to in subparagraph 313(1)(a)(ii). Auditing standards (2) The auditor’s examination referred to in subsection (1) shall, except as otherwise specified by the Superintendent, be conducted in accordance with generally accepted auditing standards, the primary source of which is the Handbook of the Chartered Professional Accountants of Canada. 1991, c. 45, s. 328; 2017, c. 26, s. 62
Trust and Loan Companies Act — T-19.8 329
Right to information 329 (1) On the request of the auditor of a company, the present or former directors, officers, employees or agents of the company shall, to the extent that such persons are reasonably able to do so, (a) permit access to such records, assets and security held by the company or any entity in which the company has a substantial investment, and (b) provide such information and explanations as are, in the opinion of the auditor, necessary to enable the auditor to perform the duties of auditor of the company. Directors to provide information (2) On the request of the auditor of a company, the directors of the company shall, to the extent that they are reasonably able to do so, (a) obtain from the present or former directors, officers, employees and agents of any entity in which the company has a substantial investment the information and explanations that such persons are reasonably able to provide and that are, in the opinion of the auditor, necessary to enable the auditor to perform the duties of auditor of the company; and (b) provide the auditor with the information and explanations so obtained. No civil liability (3) A person who in good faith makes an oral or written communication under subsection (1) or (2) shall not be liable in any civil action arising from having made the communication.
Trust and Loan Companies Act — T-19.8 330
Auditor’s report and extended examination 330 (1) The Superintendent may, in writing, require that the auditor of a company report to the Superintendent on the extent of the auditor’s procedures in the examination of the annual statement and may, in writing, require that the auditor enlarge or extend the scope of that examination or direct that any other particular procedure be performed in any particular case, and the auditor shall comply with any such requirement of the Superintendent and report to the Superintendent thereon. Special examination (2) The Superintendent may, in writing, require that the auditor of a company make a particular examination relating to the adequacy of the procedures adopted by the company for the safety of its creditors and shareholders, or any other examination as, in the Superintendent’s opinion, the public interest may require, and report to the Superintendent thereon. Idem (3) The Superintendent may direct that a special audit of a company be made if, in the opinion of the Superintendent, it is so required and may appoint for that purpose an accountant or a firm of accountants qualified pursuant to subsection 320(1) to be an auditor of the company. Expenses payable by company (4) The expenses entailed by any examination or audit referred to in any of subsections (1) to (3) are payable by the company on being approved in writing by the Superintendent. 1991, c. 45, s. 330; 1999, c. 31, s. 217(F)
Trust and Loan Companies Act — T-19.8 331
Auditor’s report 331 (1) The auditor shall, not less than twenty-one days before the date of the annual meeting of the shareholders of the company, make a report in writing to the shareholders on the annual statement referred to in subsection 313(1). Audit for shareholders (2) In each report required under subsection (1), the auditor shall state whether, in the auditor’s opinion, the annual statement presents fairly, in accordance with the accounting principles referred to in subsection 313(4), the financial position of the 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 company for that financial year. Auditor’s remarks (3) In each report referred to in subsection (2), the auditor shall include such remarks as the auditor considers necessary when (a) the examination has not been made in accordance with the auditing standards referred to in subsection 328(2); (b) the annual statement has not been prepared on a basis consistent with that of the preceding financial year; or (c) the annual statement does not present fairly, in accordance with the accounting principles referred to in subsection 313(4), the financial position of the company as at the end of the financial year to which it relates or the results of the operations or changes in the financial position of the company for that financial year.
Trust and Loan Companies Act — T-19.8 332
Report on directors’ statement 332 (1) The auditor of a company shall, if required by the shareholders, audit and report to the shareholders on any financial statement submitted by the directors to the shareholders, and the report shall state whether, in the auditor’s opinion, the financial statement presents fairly the information required by the shareholders. Making of report (2) A report of the auditor made under subsection (1) shall be attached to the financial statement to which it relates and a copy of the statement and report shall be sent by the directors to every shareholder and to the Superintendent.
Trust and Loan Companies Act — T-19.8 333
Report to officers 333 (1) It is the duty of the auditor of a company to report in writing to the chief executive officer and chief financial officer of the company any transactions or conditions that have come to the auditor’s attention affecting the well-being of the company that in the auditor’s opinion are not satisfactory and require rectification and, without restricting the generality of the foregoing, the auditor shall, as occasion requires, make a report to those officers in respect of (a) transactions of the company that have come to the auditor’s attention and that in the auditor’s opinion have not been within the powers of the company, and (b) loans owing to the company by any person the aggregate amount of which exceeds one half of one per cent of the regulatory capital of the company and in respect of which, in the auditor’s opinion, loss to the company is likely to occur, but when a report required under paragraph (b) has been made in respect of loans to any person, it is not necessary to report again in respect of loans to that person unless, in the opinion of the auditor, the amount of the loss likely to occur has increased. Transmission of report (2) Where the auditor of a company makes a report under subsection (1), (a) the auditor shall transmit the report, in writing, to the chief executive officer and chief financial officer of the company; (b) the report shall be presented to the first meeting of the directors following its receipt; (c) the report shall be incorporated in the minutes of that meeting; and (d) the auditor shall, at the time of transmitting the report to the chief executive officer and chief financial officer, provide the audit committee of the company and the Superintendent with a copy. 1991, c. 45, s. 333; 2005, c. 54, s. 439
Trust and Loan Companies Act — T-19.8 334
Auditor of subsidiaries 334 (1) A company shall take all necessary steps to ensure that its auditor is duly appointed as the auditor of each of its subsidiaries. Subsidiary outside Canada (2) Subsection (1) applies in the case of a subsidiary that carries on its operations in a country other than Canada unless the laws of that country do not permit the appointment of the auditor of the company as the auditor of that subsidiary. Exception (3) Subsection (1) does not apply in respect of any particular subsidiary where the company, after having consulted its auditor, is of the opinion that the total assets of the subsidiary are not a material part of the total assets of the company.
Trust and Loan Companies Act — T-19.8 335
Auditor’s attendance 335 (1) The auditor of a company is entitled to receive notice of every meeting of the audit committee and the conduct review committee of the company and, at the expense of the company, to attend and be heard at that meeting. Attendance (2) If so requested by a member of the audit committee, the auditor shall attend every meeting of the audit committee held during the member’s term of office. 1991, c. 45, s. 335; 1993, c. 34, s. 125(F)
Trust and Loan Companies Act — T-19.8 336
Calling meeting 336 (1) The auditor of a company or a member of the audit committee may call a meeting of the audit committee. Right to interview (2) The chief internal auditor of a company or any officer or employee of the company acting in a similar capacity shall, at the request of the auditor of the company and on receipt of reasonable notice, meet with the auditor.
Trust and Loan Companies Act — T-19.8 337
Notice of errors 337 (1) A director or an officer of a company shall forthwith notify the audit committee and the auditor of the company of any error or misstatement of which the director or officer becomes aware in an annual statement or other financial statement on which the auditor or any former auditor has reported. Error noted by auditor (2) If the auditor or a former auditor of a company is notified or becomes aware of an error or misstatement in an annual statement or other financial statement on which the auditor reported and in the auditor’s opinion the error or misstatement is material, the auditor or former auditor shall inform each director of the company accordingly. Duty of directors (3) When under subsection (2) the auditor or a former auditor of a company informs the directors of an error or misstatement in an annual statement or other financial statement, the directors shall (a) prepare and issue a revised annual statement or financial statement; or (b) otherwise inform the shareholders and the Superintendent of the error or misstatement.
Trust and Loan Companies Act — T-19.8 338
Qualified privilege for statements 338 Any oral or written statement or report made under this Act by the auditor or a former auditor of a company has qualified privilege.
Trust and Loan Companies Act — T-19.8 339
Derivative action 339 (1) Subject to subsection (2), a complainant or the Superintendent may apply to a court for leave to bring an action under this Act in the name and on behalf of a company or any of its subsidiaries, or to intervene in an action under this Act to which the company or a subsidiary of the company is a party, for the purpose of prosecuting, defending or discontinuing the action on behalf of the company or the subsidiary. Conditions precedent (2) No action may be brought and no intervention in an action may be made under subsection (1) by a complainant unless the court is satisfied that (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 company or the company’s subsidiary of the complainant’s intention to apply to the court under subsection (1) if the directors of the company or the company’s subsidiary do not bring, diligently prosecute or defend or discontinue the action; (b) the complainant is acting in good faith; and (c) it appears to be in the interests of the company or the subsidiary that the action be brought, prosecuted, defended or discontinued. Notice to Superintendent (3) A complainant under subsection (1) shall give the Superintendent notice of the application and the Superintendent may appear and be heard in person or by counsel at the hearing of the application. 1991, c. 45, s. 339; 2005, c. 54, s. 440
Trust and Loan Companies Act — T-19.8 340
Powers of court 340 (1) In connection with an action brought or intervened in under subsection 339(1), the court may at any time make any order it thinks fit including, without limiting the generality of the foregoing, (a) an order authorizing the Superintendent, the complainant or any other person to control the conduct of the action; (b) an order giving directions for the conduct of the action; (c) an order directing that any amount adjudged payable by a defendant in the action be paid, in whole or in part, directly to former and present security holders of the company or of the subsidiary instead of to the company or to the subsidiary; and (d) an order requiring the company or the subsidiary to pay reasonable legal fees incurred by the Superintendent or the complainant in connection with the action. Jurisdiction (2) Notwithstanding subsection (1), the court may not make any order in relation to any matter that would, under this Act, require the approval of the Minister or the Superintendent.