GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Insurance Companies Act — I-11.8 323
Trustee qualifications 323 A trustee, or at least one of the trustees if more than one is appointed, must be (a) a trust company pursuant to subsection 57(2) of the Trust and Loan Companies Act ; or (b) a body corporate that is incorporated by or under an Act of the legislature of a province and authorized to carry on business as a trustee. 1991, c. 47, ss. 323, 758; 2007, c. 6, s. 213
Insurance Companies Act — I-11.8 324
List of security holders 324 (1) A holder of subordinated indebtedness issued under a trust indenture may, on payment to the trustee of a reasonable fee and on delivery of a statutory declaration to the trustee, require the trustee to provide, within fifteen days after the delivery to the trustee of the statutory declaration, a list setting out (a) the names and addresses of the registered holders of the outstanding subordinated indebtedness, (b) the principal amount of outstanding subordinated indebtedness owned by each such holder, and (c) the aggregate principal amount of subordinated indebtedness outstanding as shown on the records maintained by the trustee on the day the statutory declaration is delivered to that trustee. Duty of issuer (2) On the demand of a trustee, the issuer of subordinated indebtedness shall provide the trustee with the information required to enable the trustee to comply with subsection (1). Where applicant is entity (3) Where the person requiring the trustee to provide a list under subsection (1) is an entity, the statutory declaration required under that subsection shall be made by a director or an officer of the entity or a person acting in a similar capacity. Contents of statutory declaration (4) The statutory declaration required under subsection (1) must state (a) the name and address of the person requiring the trustee to provide the list and, if the person is an entity, the address for service thereof; and (b) that the list will not be used except as permitted by subsection (5). Use of list (5) No person shall use a list obtained under this section except in connection with (a) an effort to influence the voting of the holders of subordinated indebtedness; (b) an offer to acquire subordinated indebtedness; or (c) any other matter relating to the subordinated indebtedness or the affairs of the issuer or guarantor thereof.
Insurance Companies Act — I-11.8 325
Compliance with trust indentures 325 (1) An issuer or a guarantor of subordinated indebtedness issued or to be issued under a trust indenture shall, before undertaking (a) the issue, certification and delivery of subordinated indebtedness under the trust indenture, or (b) the satisfaction and discharge of the trust indenture, provide the trustee with evidence of compliance with the conditions in the trust indenture in respect thereof. Compliance by issuer or guarantor (2) On the demand of a trustee, the issuer or guarantor of subordinated indebtedness issued or to be issued under a trust indenture shall provide the trustee with evidence of compliance with the conditions in the trust indenture by the issuer or guarantor in respect of any act to be done by the trustee at the request of the issuer or guarantor. Evidence of compliance (3) The following documents constitute evidence of compliance for the purposes of subsections (1) and (2): (a) a statutory declaration or certificate made by a director or an officer of the issuer or guarantor stating that the conditions referred to in subsections (1) and (2) have been complied with; (b) an opinion of legal counsel that the conditions of the trust indenture requiring review by legal counsel have been complied with, if the trust indenture requires compliance with conditions that are subject to review by legal counsel; and (c) an opinion or report of the auditors of the issuer or guarantor, or such other accountant as the trustee selects, that the conditions of the trust indenture have been complied with, if the trust indenture requires compliance with conditions that are subject to review by auditors. Further evidence of compliance (4) The evidence of compliance referred to in subsection (3) shall include a statement by the person giving the evidence (a) declaring that the person has read and understands the conditions of the trust indenture referred to in subsections (1) and (2); (b) describing the nature and scope of the examination or investigation on which the person based the certificate, statement or opinion; and (c) declaring that the person has made such examination or investigation as the person believes necessary to enable the statements to be made or the opinions contained or expressed therein to be given.
Insurance Companies Act — I-11.8 326
Trustee may require evidence 326 (1) On the request of a trustee, the issuer or guarantor of subordinated indebtedness issued under a trust indenture shall provide the trustee with evidence in such form as the trustee requires of compliance with any condition thereof relating to any action required or permitted to be taken by the issuer or guarantor under the trust indenture. Certificate of compliance (2) At least once in each twelve month period beginning on the date of the trust indenture and at any other time on the demand of a trustee, the issuer or guarantor of subordinated indebtedness issued under a trust indenture shall provide the trustee with a certificate stating that the issuer or guarantor has complied with all requirements contained in the trust indenture that, if not complied with, would, with the giving of notice, lapse of time or otherwise, constitute an event of default, or, if there has been failure to so comply, giving particulars thereof.
Insurance Companies Act — I-11.8 327
Notice of default 327 A trustee shall, within thirty days after the trustee becomes aware of the occurrence thereof, give to the holders of subordinated indebtedness issued under a trust indenture notice of every event of default arising under the trust indenture and continuing at the time the notice is given, unless the trustee believes on reasonable grounds that it is in the best interests of the holders of the subordinated indebtedness to withhold the notice and so informs the issuer and guarantor in writing.
Insurance Companies Act — I-11.8 328
Duty of care 328 (1) In exercising a trustee’s powers and discharging a trustee’s duties, the trustee shall (a) act honestly and in good faith with a view to the best interests of the holders of the subordinated indebtedness issued under the trust indenture; and (b) exercise the care, diligence and skill of a reasonably prudent trustee. Reliance on statements (2) Notwithstanding subsection (1), a trustee is not liable if the trustee relies in good faith on statements contained in a statutory declaration, certificate, opinion or report that complies with this Act or the trust indenture.
Insurance Companies Act — I-11.8 329
No exculpation 329 No term of a trust indenture or of any agreement between a trustee and the holders of subordinated indebtedness issued thereunder or between the trustee and the issuer or guarantor operates to relieve a trustee from the duties imposed on the trustee by sections 320, 324 and 327 and subsection 328(1).
Insurance Companies Act — I-11.8 330
Financial year 330 (1) The financial year of a company ends, at the election of the company in its by-laws, on the expiration of the thirty-first day of October or the thirty-first day of December in each year. First financial year (2) Where a company has, after the first day of July in any year, obtained an order approving the commencement and carrying on of business, the first financial year of the company ends, at the election of the company in its by-laws, on the expiration of the thirty-first day of October or the thirty-first day of December in the next calendar year.
Insurance Companies Act — I-11.8 332
Annual statement — approval 332 (1) The directors of a company shall approve the annual statement and their approval shall be evidenced by the signature or a printed or otherwise mechanically reproduced facsimile of the signature of (a) the chief executive officer or, in the event of that officer’s absence or inability to act, any other officer of the company authorized by the directors to sign in the stead of the chief executive officer; and (b) one director, if the signature required by paragraph (a) is that of a director, or two directors if the signature required by that paragraph is that of an officer who is not a director. Condition precedent to publication (2) A company shall not publish copies of an annual statement unless it is approved and signed in accordance with subsection (1). 1991, c. 47, s. 332; 2005, c. 54, s. 285
Insurance Companies Act — I-11.8 333
Statements — subsidiaries 333 (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, the policyholders of a company who are entitled to vote 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.
Insurance Companies Act — I-11.8 334
Annual statement — distribution 334 (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 158(1)(b) in lieu of the annual meeting and unless that time period is waived by the shareholder or policyholder, send (a) to each shareholder a copy of the documents referred to in paragraphs 331(1)(a) and (b) to (e) and subsection 331(3) and, on request, the document referred to in paragraph 331(1)(a.1); and (b) to each policyholder who is entitled under paragraph 143(1)(b) to receive notice of the meeting a copy of the documents referred to in subsections 331(1) and (3). Exception (2) A company is not required to comply with subsection (1) with respect to shareholders or policyholders who have informed the company, in writing, that they do 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 annual statement is to be considered shall be adjourned until that subsection has been complied with. 1991, c. 47, s. 334; 1997, c. 15, s. 234; 2005, c. 54, s. 286
Insurance Companies Act — I-11.8 335
Copy to Superintendent 335 (1) Subject to subsection (2), a company shall send to the Superintendent a copy of the documents referred to in subsections 331(1) and (3) not later than twenty-one days before the date of each annual meeting of shareholders and policyholders of the company. Later filing (2) If a company’s shareholders and policyholders sign a resolution under paragraph 158(1)(b) in lieu of an annual meeting, the company shall send a copy of the documents referred to in subsections 331(1) and (3) to the Superintendent not later than thirty days after the signing of the resolution. 1991, c. 47, s. 335; 1997, c. 15, s. 235; 2001, c. 9, s. 399
Insurance Companies Act — I-11.8 336
Definitions 336 In this Division, 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 )
Insurance Companies Act — I-11.8
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 )
Insurance Companies Act — I-11.8 (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 )
Insurance Companies Act — I-11.8 337
Appointment of auditor 337 (1) The shareholders and policyholders of a company shall, by ordinary resolution at the first meeting of shareholders and policyholders 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 and policyholders but, if not so fixed, shall be fixed by the directors.
Insurance Companies Act — I-11.8 339
Duty to resign 339 (1) An auditor who ceases to be qualified under section 338 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 338 and declaring the office of auditor to be vacant.
Insurance Companies Act — I-11.8 340
Revocation of appointment 340 (1) The shareholders and policyholders 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 337(1) or section 342 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 342.
Insurance Companies Act — I-11.8 341
Ceasing to hold office 341 (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 and policyholders 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.
Insurance Companies Act — I-11.8 342
Filling vacancy 342 (1) Subject to subsection 340(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.
Insurance Companies Act — I-11.8 343
Right to attend meetings 343 (1) The auditor of a company is entitled to receive notice of every meeting of shareholders or policyholders and, at the expense of the company, to attend and be heard at those meetings on matters relating to the duties of the auditor. Duty to attend meeting (2) If a director, a shareholder of a company, whether or not the shareholder is entitled to vote at the meeting, or a policyholder who is entitled to vote at the meeting gives written notice, not less than ten days before a meeting of shareholders or policyholders, to an auditor or former auditor of the company that the director, shareholder or policyholder 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, shareholder or policyholder 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).
Insurance Companies Act — I-11.8 344
Statement of auditor 344 (1) An auditor of a company who (a) resigns, (b) receives a notice or otherwise learns of a meeting of shareholders and policyholders 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 and policyholders 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 policyholders, to every policyholder entitled under paragraph 143(1)(b) to receive notice of an annual meeting of shareholders and policyholders and to the Superintendent. 1991, c. 47, s. 344; 2005, c. 54, s. 288
Insurance Companies Act — I-11.8 345
Duty of replacement auditor 345 (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 or consent to be appointed as 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.
Insurance Companies Act — I-11.8 346
Auditor’s examination 346 (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 and policyholders, except such annual statements or parts thereof as relate to the period referred to in subparagraph 331(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. Reliance on actuary (3) An auditor of a company may, in conducting the examination referred to in subsection (1), use the valuation by the actuary of the company, or by any other actuary, of (a) the actuarial and other policy liabilities of the company as at the end of a financial year; and (b) the increase in the actuarial liabilities of the company for a financial year. Actuarial practices (4) A valuation by an actuary other than the actuary of the company may be used only if it was done in accordance with generally accepted actuarial practice and with any changes that may have been determined by the Superintendent and by following any additional directions that may have been made by the Superintendent. 1991, c. 47, s. 346; 2007, c. 6, s. 214; 2017, c. 26, s. 62
Insurance Companies Act — I-11.8 347
Right to information 347 (1) On the request of the auditor of a company, the present or former directors, officers, employees or representatives of the company shall, to the extent that they 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 representatives 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.