GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Mutual Property and Casualty Insurance Company Having Only Mutual Policyholders Conversion Regulations — 5
roposed special resolutions referred to in subsection 237(1.5) of the Act; (m) if shares in the converted company are to be issued to a holding corporation, a copy of the holding corporation’s existing or proposed incorporating instrument and by-laws; (n) the summaries referred to in paragraph 6 (h); and (o) the notice of the special meeting, as well as the information and documents referred to in section 6 and the form of proxy and any management proxy circular to be sent with the notice. Financial statement requirements (3) The financial statements referred to in paragraphs (2)(g) and (h) must be (a) prepared in accordance with the accounting principles referred to in subsection 331(4) of the Act; and (b) accompanied by a report of the chief financial officer of the converting company stating that the financial statements have not been audited but have been prepared in accordance with the accounting principles referred to in subsection 331(4) of the Act. Decision to authorize (4) In deciding whether to authorize the sending of the notice, the Superintendent must consider the information and documents submitted under subsection (2) and may consider any additional information or documents relating to the converting company or any aspect of the conversion proposal. Deadline (5) The conversion proposal and the opinions referred to in paragraph (2)(b) must be submitted no later than one year after the eligibility date. Conditions of authorization (6) As a condition of authorizing the sending of the notice, the Superintendent may require (a) that any information that the Superintendent considers appropriate, in addition to that required under section 6 , be sent with the notice; and (b) that the converting company (i) hold one or more information sessions for eligible policyholders prior to the holding of the special meeting, for which the rules may be set by the Superintendent, and (ii) take any other measures that the Superintendent considers appropriate to assist eligible policyholders in forming a reasoned judgment on the conversion proposal.
Mutual Property and Casualty Insurance Company Having Only Mutual Policyholders Conversion Regulations — 6
s, the holding of information sessions, and the placement of advertisements in widely circulated publications, that the converting company has taken or will take before holding the special meeting to provide eligible policyholders with information about the proposed conversion and an opportunity to raise questions or concerns about the proposed conversion; (u) a description of the measures that the converting company has taken or will take to encourage eligible policyholders to vote on the conversion proposal, in person or by proxy, at the special meeting; (v) an indication of the eligible policyholders’ right under section 164.01 of the Act to appoint a proxyholder to attend and act at the special meeting on their behalf; and (w) any other information that the Superintendent has required under paragraph 5 (6)(a).
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Notice to policyholders 7 Within 30 days after the approval of a conversion proposal by the eligible policyholders, the directors of a converting company must send a notice to all of its policyholders informing them of the approval and indicating the company’s intention to make an application under section 8 .
Mutual Property and Casualty Insurance Company Having Only Mutual Policyholders Conversion Regulations — 8
Application to Minister 8 Within three months after the approval of a conversion proposal by the eligible policyholders, the directors of a converting company must make an application referred to in subsection 237(1) of the Act.
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Contents of application 9 (1) An application referred to in subsection 237(1) of the Act must be submitted to the Superintendent and must include (a) the conversion proposal; (b) the documents referred to in paragraphs 5 (2)(b) to (j), (m) and (n), other than those that are subject to an exemption under section 12 ; (c) the notice referred to in paragraph 237(1.2)(a) of the Act and the documents sent with that notice; (d) the proposed letters patent of conversion and any by-laws, amendments to by-laws or repeals of by-laws that are necessary to implement the conversion proposal; and (e) the special resolutions of the eligible policyholders referred to in subsection 237(1.5) of the Act, accompanied by a certificate issued by the converting company indicating the results of the votes held in respect of those resolutions. Information and documents already submitted (2) The converting company is not required to resubmit to the Superintendent any information or document referred to in subsection (1) that is unchanged from that submitted to the Superintendent under subsection 5 (2). Additional information (3) The Superintendent may request any additional information that he or she considers necessary to make a recommendation to the Minister for the purpose of subsection 237(1) of the Act.
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Amendment 10 The directors of a converting company may amend a conversion proposal at any time before the vote of eligible policyholders is held at the special meeting, if measures approved by the Superintendent are taken by the converting company in respect of the amendment.
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Termination by resolution 11 (1) The directors of a converting company may pass a resolution terminating the conversion process at any time before the letters patent of conversion are issued. Termination for failure to meet deadlines (2) The conversion process is terminated if the required documents are not submitted to the Superintendent within the time limit set out in subsection 5 (5) or if no notice referred to in paragraph 237(1.2)(a) of the Act is sent within one year after the day on which the Superintendent authorizes its sending.
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Exemption 12 The Superintendent may exempt a converting company from any of the requirements of paragraphs 5(2)(c) to (h), subsection 5(5) and paragraphs 6(g), (l) and (r), on such terms and conditions as he or she considers appropriate.
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Compensation to directors, officers or employees 13 (1) A converting company or converted company must not pay any fee, compensation or other consideration in relation to the conversion of the company to any director, officer or employee of the company, other than (a) the regular compensation provided to the person in that person’s capacity as a director, officer or employee of the company; and (b) any benefits provided to eligible policyholders or the persons or classes of persons referred to in paragraph 4 (1)(d) as a result of a conversion. Contracts for services (2) A converting company or converted company must not pay any fee, compensation or other consideration under a contract for services in relation to the conversion of the company to an entity with which a director, officer or employee of the company is associated in any way unless the terms and conditions of that contract are at least as favourable to the company as market terms and conditions, as defined in subsection 534(2) of the Act.
Mutual Property and Casualty Insurance Company Having Only Mutual Policyholders Conversion Regulations — 14
Issuance of shares 14 A converted company must not, prior to the listing of its shares on a recognized stock exchange in Canada and for a period of one year after that listing, issue or provide shares, share options or rights to acquire shares to the following persons, other than shares issued to eligible policyholders or the persons or classes of persons referred to in paragraph 4 (1)(d) as a result of a conversion: (a) any director, officer or employee of the company; or (b) any person who was a director, officer or employee of the converted company during the year preceding the day on which the conversion takes effect.
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Acquisition 15 (1) During a company’s first four years as a converted company, the Minister may only give an approval under subsection 407(1) of the Act in respect of the company if (a) the proposed acquisition would not result in the converted company having a major shareholder; or (b) the Minister is of the opinion that the converted company is, or is about to be, in financial difficulty and that the proposed acquisition would facilitate an improvement in its financial condition. Restriction (2) A body corporate that holds all of the voting shares of a converted company and makes an application under paragraph 39(1)(b) of the Act must, for the duration of the four-year period, include in that body corporate’s incorporating instrument a provision that restricts the issue, transfer or ownership of that body corporate’s shares, of any class or series, so as to prevent that body corporate from having a major shareholder. Removal of provision (3) Despite subsection (2), the body corporate may amend its incorporating instrument to remove the provision included in it under that subsection, if the Minister has given an approval under paragraph (1)(b). SOR/2022-276, s. 1
Mutual Property and Casualty Insurance Company Having Only Mutual Policyholders Conversion Regulations — Publication
Publication * 16 These Regulations come into force on the day on which they are published in the Canada Gazette , Part II. * [Note: Regulations in force July 1, 2015.]
Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations — a
His Excellency the Governor General in Council, on the recommendation of the Minister of Finance, pursuant to subsections 237(2) to (3) a and section 1021 b of the Insurance Companies Act c , makes the annexed Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations. a S.C. 1999, c. 1, s. 5(4); S.C. 2014, c. 20, s. 211 b S.C. 2005, c. 54, s. 364 c S.C. 1991, c. 47
Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations — Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations
Act means the Insurance Companies Act . ( Loi )
Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations — Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations
conversion means the conversion of a mutual property and casualty insurance company into a company with common shares. ( transformation )
Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations — Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations
converted company means a property and casualty insurance company that was a mutual company and has been converted into a company with common shares and, except for the purpose of paragraphs 13 (1)(g), 14 (2)(n) and 16 (2)(i), includes a holding corporation of that company. ( société transformée )
Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations — Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations
converting company means a mutual property and casualty insurance company whose directors have passed a resolution under section 3 recommending conversion of the company. ( société en transformation )
Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations — Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations
eligibility date means the date on which the directors of a mutual property and casualty insurance company pass a resolution under section 3 recommending conversion of the company. ( date d’admissibilité )
Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations — (a)
eligible mutual policyholder means a person who holds a mutual policy if (a) they held it on the eligibility date; (b) they applied for it before the date specified in the resolution passed under section 3 and it was issued after the eligibility date but before the day on which the special resolution referred to in section 5 is passed; or (c) they held it before the eligibility date but it lapsed before that date and was reinstated after that date but before the day on which the special resolution referred to in section 5 is passed. ( souscripteur admissible d’une police mutuelle )
Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations — (a)
eligible non-mutual policyholder means a person who (a) holds a non-mutual policy and has done so for the 12-month period ending on the eligibility date; or (b) belongs to any other group of policyholders specified in the resolution passed under section 3 . ( souscripteur admissible d’une police non mutuelle )
Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations — (a)
eligible policyholder means (a) an eligible mutual policyholder; or (b) an eligible non-mutual policyholder. ( souscripteur admissible )
Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations — Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations
holding corporation means a body corporate that is incorporated as a company under the Act and that holds all of the voting shares of a converted company. ( société mère )
Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations — (a)
independent means, in respect of an actuary, financial market expert or valuation expert, that the actuary, financial market expert or valuation expert (a) does not have a conflict of interest with a converting company, any of its eligible policyholders or any persons or classes of persons who are to be provided with benefits as a result of a conversion; (b) is not a related party of the converting company; and (c) is appointed on mutual agreement of the converting company and the two policyholder committees. ( indépendant )
Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations — Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations
mutual policy means a policy the holding of which entitles its holder to vote at all policyholder meetings of a converting company, but does not include a policy issued or assumed by a company with common shares that amalgamated with a mutual company after the eligibility date. ( police mutuelle )
Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations — Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations
mutual property and casualty insurance company means a mutual company that is also a property and casualty company. ( société mutuelle d’assurances multirisques )
Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations — Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations
non-mutual policy means a policy, other than a mutual policy, that is issued by a mutual property and casualty insurance company. ( police non mutuelle )
Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations — Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations
related party has the meaning assigned by section 518 of the Act. ( personne apparentée )
Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations — (a)
value of the converting company means the estimated market value or range of market values of a converting company, excluding (a) the value of capital contributions made at the time of incorporation as a mutual property and casualty insurance company; (b) amounts recorded in any account maintained under section 70 or 83.04 of the Act; and (c) any expenses expected to be incurred to effect the conversion. ( valeur de la société en transformation )
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Companies with non-mutual policyholders 2 These Regulations apply to mutual property and casualty insurance companies in which some of the policyholders hold non-mutual policies.
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Resolution of directors 3 If the directors of a mutual property and casualty insurance company wish to pursue its conversion, they must pass a resolution recommending conversion and setting out (a) a date before the eligibility date by which any mutual policy that will be issued after the eligibility date and before the day on which the special resolution referred to in section 5 is passed must have been applied for so that its holder qualifies as an eligible mutual policyholder; and (b) any group of policyholders who hold non-mutual policies — other than those who have held their policies for the 12-month period ending on the eligibility date — who are to qualify as eligible non-mutual policyholders.
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Before special meeting of eligible policyholders 4 Before seeking authorization from the Superintendent to send a notice referred to in paragraph 237(1.2)(a) of the Act, a converting company must ensure that a conversion proposal has been developed in accordance with sections 5 to 13 and that the right to vote on that conversion proposal and on the authorization referred to in paragraph 237(1.1)(c) of the Act has been extended to all eligible non-mutual policyholders at a special meeting referred to in section 14 .
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Vote to negotiate 5 Not less than 30 days after the eligibility date, the eligible mutual policyholders must vote by special resolution on whether to negotiate, with the eligible non-mutual policyholders, the elements referred to in section 12 .
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Authorization to send notice of intent to negotiate 6 (1) Within 30 days of an affirmative vote under section 5 , a converting company must, for the purpose of obtaining the Superintendent’s authorization to send to its eligible policyholders a notice of intent to negotiate, submit to the Superintendent the notice, which must (a) indicate that the eligible mutual policyholders have passed a special resolution authorizing the negotiations referred to in section 12 with the eligible non-mutual policyholders and set out the criteria for determining who qualifies as an eligible mutual policyholder or eligible non-mutual policyholder; (b) indicate when and how all necessary information relevant to the conversion process will be published on the converting company’s website and how the policyholders may request to receive that information by mail; and (c) contain a summary of the conversion process. Sending and publication of notice (2) On receipt of the Superintendent’s authorization, the converting company must send the notice to all of its eligible policyholders and publish it on its website.
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Application for initial court order 7 (1) Not less than 30 days and not more than 45 days after the day on which a notice is sent under subsection 6 (2), the converting company must file with the court an application for an initial order. Content of initial order (2) Within 60 days after the filing of the application, the court must make an initial order setting out (a) any information and documents that the converting company must publish on its website in addition to those required by these Regulations; (b) the procedures for making applications or filing submissions for the purpose of subsections 8 (1) and (5) and 9 (1), (3) and (5); (c) the manner of effecting service for the purpose of subsections 8 (3) and 9 (3); (d) the date, time and location of the hearings referred to in subsections 8 (6) and 9 (6); and (e) the procedures for submitting costs and expenses to the court for the purpose of section 11 . Subsequent orders (3) The court may make any subsequent order that it considers necessary to ensure the efficiency, transparency and fairness of the negotiations referred to in section 12 . Publication on website (4) A converting company must publish on its website all orders made by the court for the purpose of these Regulations.
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Application by counsel 8 (1) A member in good standing of the bar — or of the Chambre des notaires du Québec — of the province in which the application for the initial order is made may apply to the court, in the time and manner set out in the initial order, to be appointed as counsel for either the eligible mutual policyholders or the eligible non-mutual policyholders of a converting company in respect of the negotiations referred to in section 12 . Restrictions (2) Counsel must not have any interest that is in conflict with that of the class of policyholders they seek to represent and must not be an officer, employee or related party of the converting company. Service (3) Counsel who submit an application under subsection (1) must serve a copy of it on the converting company. Publication (4) The converting company must publish on its website the names of all counsel who have submitted applications under subsection (1) for each class of policyholders, as well as the content of their applications or a summary of their experience. Objections (5) Eligible policyholders may file, in the time and manner set out by the court in the initial order, an objection to the candidacy of any counsel who has submitted an application. Appointment (6) The court must appoint counsel for each of the two classes of policyholders and must notify the converting company of its decision following a hearing at which the court assesses the ability of each applicant to fairly and adequately represent the interests of the class of policyholders in question, including by taking into account their experience in financial law, corporate law, securities law or mediation and arbitration and by having regard to any objections filed under subsection (5). Publication (7) The converting company must publish on its website the name and contact information of the selected counsel for each class of policyholders. Communication (8) All communication with the policyholder committees is to be made through counsel for the class of policyholders that the committee represents. Duration of appointment (9) Counsel’s appointment ends on the day on which the notice referred to in subsection 14 (1) is sent or the day on which the conversion process is terminated, whichever is earlier.