GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Insurance Companies Act — I-11.8 164.03
Mandatory solicitation 164.03 (1) Subject to subsections (2) and 144(2), the management of a company shall, concurrently with sending notice of a meeting of shareholders and policyholders, send a form of proxy that is in accordance with the regulations to each shareholder entitled to receive notice of the meeting and to each policyholder entitled to receive notice of the meeting under section 143. Exception (2) The management of a company is not required to send a form of proxy to shareholders under subsection (1) if the company (a) is not a distributing company; and (b) has 50 or fewer shareholders who are entitled to vote at a meeting, two or more joint holders of a share being counted as one shareholder. Optional solicitation (3) The management of a company may send forms of proxy referred to in subsection (1) to policyholders who are entitled to vote at the meeting but not entitled to receive notice of the meeting under section 143, if the management (a) sends forms of proxy referred to in that subsection to all policyholders who are entitled to vote at the meeting but not entitled to receive notice of the meeting under that section; and (b) at the same time sends to each of the policyholders referred to in paragraph (a) a notice of the meeting as if those policyholders were persons entitled under that subsection to notice of the meeting. Deeming rule for other provisions (4) For the purposes of this Act other than this section, if notices of a meeting are sent to policyholders under paragraph (3)(b), those policyholders are deemed to have been entitled under paragraph 143(1)(b) to receive notice of the meeting. 1997, c. 15, s. 197; 2005, c. 54, s. 240 2022, c. 10, s. 223
Insurance Companies Act — I-11.8 164.04
Soliciting proxies 164.04 (1) A person shall not solicit proxies unless a proxy circular that is in accordance with the regulations is sent to the auditor of the company, to each shareholder or policyholder whose proxy is solicited and, in the case set out in paragraph (b), to the company as follows: (a) in the case of solicitation by or on behalf of the management of a company, a management proxy circular, either as an appendix to or as a separate document accompanying the notice of the meeting; and (b) in the case of any other solicitation, a dissident’s proxy circular stating the purposes of the solicitation. Exception — limited solicitation (1.1) Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the company, without sending a dissident’s proxy circular, if the total number of shareholders and policyholders whose proxies are solicited is 15 or fewer, with two or more joint holders being counted as one shareholder. Exception — solicitation by public broadcast (1.2) Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the company, without sending a dissident’s proxy circular if the solicitation is, in the prescribed circumstances, conveyed by public broadcast, speech or publication. Copy to Superintendent (2) A person who sends a management proxy circular or dissident’s proxy circular shall concurrently send to the Superintendent a copy of it together with the form of proxy, any other documents for use in connection with the meeting and, in the case of a management proxy circular, a copy of the notice of meeting. Exemption by Superintendent (3) On the application of an interested person, the Superintendent may, on any terms that the Superintendent thinks fit, exempt the person from any of the requirements of subsection (1) and section 164.03, and the exemption may be given retroactive effect. Reporting exemptions (4) The Superintendent shall publish in a publication generally available to the public, a notice of a decision made by the Superintendent granting an exemption under subsection (3). 1997, c. 15, s. 197 2022, c. 10, s. 224
Insurance Companies Act — I-11.8 164.05
Attendance at meeting 164.05 (1) A person who solicits a proxy and is appointed proxyholder shall attend in person or cause an alternate proxyholder to attend every meeting in respect of which the proxy is valid, and the proxyholder or alternate proxyholder shall comply with the directions of the shareholder or policyholder who executed the form of proxy. Rights of proxyholder (2) A proxyholder or an alternate proxyholder has the same rights as the appointing shareholder or policyholder to speak at a meeting of shareholders or policyholders in respect of any matter, to vote by way of ballot at the meeting and, except where a proxyholder or an alternate proxyholder has conflicting instructions from more than one shareholder or policyholder, to vote at the meeting in respect of any matter by way of a show of hands. Vote by show of hands (3) Despite subsections (1) and (2) and unless a shareholder, policyholder or proxyholder demands a ballot, if the chairperson of a meeting of shareholders or policyholders declares to the meeting that, if a ballot were conducted, the total number of votes represented at the meeting by proxy required to be voted against what, to the knowledge of the chairperson, would be the decision of the meeting on a matter or group of matters is less than 5% of all the votes that might be cast by shareholders or policyholders, in person or by proxy, (a) the chairperson may conduct the vote in respect of that matter or group of matters by way of a show of hands; and (b) a proxyholder or alternate proxyholder may vote in respect of that matter or group of matters by way of a show of hands. 1997, c. 15, s. 197; 2005, c. 54, s. 242
Insurance Companies Act — I-11.8 164.06
Duty of intermediary 164.06 (1) Shares of a company that are registered in the name of an intermediary or an intermediary’s nominee and not beneficially owned by the intermediary may not be voted unless the intermediary sends to the beneficial owner (a) a copy of the notice of the meeting, annual statement, management proxy circular and dissident’s proxy circular and any other documents, other than the form of proxy, that were sent to shareholders by or on behalf of any person for use in connection with the meeting; and (b) a written request for voting instructions except if the intermediary has already received written voting instructions from the beneficial owner. When documents to be sent (2) The intermediary shall send the documents referred to in subsection (1) without delay after they receive the documents referred to in paragraph (1)(a). Restriction on voting (3) An intermediary or a proxyholder appointed by them may not vote shares that the intermediary does not beneficially own and that are registered in the name of the intermediary or their nominee unless the intermediary or proxyholder, as the case may be, receives written voting instructions from the beneficial owner. Copies (4) A person by or on behalf of whom a solicitation is made shall on request and without delay provide the intermediary, at the person’s expense, with the necessary number of copies of the documents referred to in paragraph (1)(a). Instructions to intermediary (5) The intermediary shall vote or appoint a proxyholder to vote in accordance with any written voting instructions received from the beneficial owner. Beneficial owner as proxyholder (6) If a beneficial owner so requests and provides an intermediary with appropriate documentation, the intermediary shall appoint the beneficial owner or a nominee of the beneficial owner as proxyholder. Effect of intermediary’s failure to comply (7) The failure of an intermediary to comply with any of subsections (1) to (6) does not render void any meeting of shareholders or policyholders or any action taken at the meeting. Intermediary may not vote (8) Nothing in this Division gives an intermediary the right to vote shares that they are otherwise prohibited from voting. 1997, c. 15, s. 197; 2005, c. 54, s. 243
Insurance Companies Act — I-11.8 164.061
Regulations 164.061 The Governor in Council may make regulations (a) respecting the powers that may be granted by a shareholder or a policyholder in a form of proxy; (b) respecting proxy circulars and forms of proxy, including the form and content of those documents; and (c) respecting the conditions under which a company is exempt from any of the requirements of sections 164.01 to 164.06. 2005, c. 54, s. 243 2022, c. 10, s. 225
Insurance Companies Act — I-11.8 164.07
Restraining order 164.07 (1) If a form of proxy, management proxy circular or dissident’s proxy circular contains an untrue statement of a material fact or omits to state a material fact that is required to be contained in it or that is necessary to make a statement contained in it not misleading in light of the circumstances in which the statement is made, an interested person or the Superintendent may apply to a court and the court may make any order it thinks fit including (a) an order restraining the solicitation or the holding of the meeting, or restraining any person from implementing or acting on a resolution passed at the meeting, to which the form of proxy, management proxy circular or dissident’s proxy circular relates; (b) an order requiring correction of any form of proxy or proxy circular and a further solicitation; and (c) an order adjourning the meeting. Notice of application (2) Where a person other than the Superintendent is an applicant under subsection (1), the applicant shall give to the Superintendent notice of the application and the Superintendent is entitled to appear and to be heard in person or by counsel. 1997, c. 15, s. 197
Insurance Companies Act — I-11.8 165
 policyholders of any policy to be established or amended under paragraph (2)(e.1) and report at least once during each financial year on its continuing fairness. Report of actuary — par. (2)(e.2) (3.3) The company’s actuary shall report to the directors in writing on the fairness to adjustable policyholders of the criteria to be established or amended under paragraph (2)(e.2) and report at least once during each financial year on their continuing fairness. Consideration of reports (3.4) The directors shall consider the report prepared under subsection (3.1), (3.2) or (3.3) before establishing or amending a policy under paragraph (2)(e) or (e.1) or the criteria under paragraph (2)(e.2), as the case may be. Generally accepted actuarial practice (3.5) The report of the actuary referred to in subsections (3.1) to (3.3) shall be prepared in accordance with generally accepted actuarial practice with such changes as may be determined by the Superintendent and any additional directions that may be made by the Superintendent. Copy to Superintendent (4) The company shall, within 30 days after a policy is established or amended under paragraph (2)(e) or (e.1) or criteria are established or amended under paragraph (2)(e.2), send a copy to the Superintendent. Access to policies (4.1) The company shall on request and free of charge send a copy of a policy established or amended under paragraph (2)(e) or (e.1) to a shareholder or participating policyholder and on payment of a reasonable fee to any other person. Access to criteria (4.2) The company shall on request and free of charge send a copy of the criteria referred to in paragraph (2)(e.2) to an adjustable policyholder and on payment of a reasonable fee to any other person. Regulations (5) The Governor in Council may make regulations respecting the content of the policies established under paragraphs (2)(e) and (e.1) and of the criteria established under paragraph (2)(e.2). 1991, c. 47, s. 165; 1997, c. 15, s. 199; 2001, c. 9, s. 375(F); 2005, c. 54, s. 244
Insurance Companies Act — I-11.8 166
Duty of care 166 (1) Every director and officer of a company in exercising any of the powers of a director or an officer and discharging any of the duties of a director or an officer shall (a) act honestly and in good faith with a view to the best interests of the company; and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Duty to comply (2) Every director, officer and employee of a company shall comply with this Act, the regulations, the company’s incorporating instrument and the by-laws of the company. No exculpation (3) No provision in any contract, in any resolution or in the by-laws of a company relieves any director, officer or employee of the company from the duty to act in accordance with this Act and the regulations or relieves a director, officer or employee from liability for a breach thereof.
Insurance Companies Act — I-11.8 167
Minimum number of directors 167 (1) A company shall have at least seven directors. Residency requirement (2) At least one half of the directors of a company that is a subsidiary of a foreign institution or of a prescribed holding body corporate of a foreign institution and a majority of the directors of any other company must be, at the time of each director’s election or appointment, resident Canadians. 1991, c. 47, s. 167; 2001, c. 9, s. 376; 2007, c. 6, s. 201
Insurance Companies Act — I-11.8 168
Disqualified persons 168 (1) The following persons are disqualified from being directors of a company: (a) a person who is less than eighteen years of age; (b) a person who is of unsound mind and has been so found by a court in Canada or elsewhere; (c) a person who has the status of a bankrupt; (d) a person who is not a natural person; (e) a person who is prohibited by subsection 164.08(8) or section 418 or 430 from exercising voting rights attached to shares of the company or whose voting rights attached to the shares are suspended under section 432.1 or subsection 1016.3(4); (f) a person who is an officer, director or full time employee of an entity that is prohibited by subsection 164.08(8) or section 418 or 430 from exercising voting rights attached to shares of the company or whose voting rights attached to the shares are suspended under section 432.1 or subsection 1016.3(4); (f.1) a person who is an officer, director, employee or agent of — or any other person acting on behalf of — an eligible agent within the meaning of section 406.1; (g) [Repealed, 2013, c. 40, s. 164] (h) a minister of Her Majesty in right of Canada or in right of a province; (i) a person who is an agent or employee of the government of a foreign country or any political subdivision thereof; and (j) a person who is an insurance agent or broker of the company. Shareholders disqualified (2) A shareholder of a company is disqualified from being a policyholders’ director of the company. (3) [Repealed, 2013, c. 40, s. 164] 1991, c. 47, s. 168; 1994, c. 47, s. 120; 1997, c. 15, s. 200; 2001, c. 9, s. 377; 2012, c. 19, s. 339, c. 31, s. 131; 2013, c. 40, s. 164 2023, c. 26, s. 579
Insurance Companies Act — I-11.8 169
No requirement to hold shares or policies 169 A director of a company is not required to hold shares of or a policy issued by the company.
Insurance Companies Act — I-11.8 170
Affiliated person 170 The Governor in Council may make regulations specifying the circumstances under which a natural person is affiliated with a company for the purposes of this Act.
Insurance Companies Act — I-11.8 170.1
Affiliated director determination 170.1 (1) Notwithstanding section 170, the Superintendent may determine that a particular director is affiliated with a company for the purposes of this Act if, in the opinion of the Superintendent, the director has a significant or sufficient commercial, business or financial relationship with the company or with an affiliate of the company to the extent that the relationship can be construed as being material to the director and can reasonably be expected to affect the exercise of the director’s best judgment. Notification by Superintendent (2) A determination by the Superintendent under subsection (1) (a) becomes effective on the day of the next annual meeting of the shareholders and policyholders unless a notice in writing by the Superintendent revoking the determination is received by the company prior to that day; and (b) ceases to be in effect on the day of the next annual meeting of the shareholders and policyholders after a notice in writing by the Superintendent revoking the determination is received by the company. 1996, c. 6, s. 73
Insurance Companies Act — I-11.8 171
Unaffiliated directors 171 (1) At the election of directors at each annual meeting of the shareholders and policyholders of a company and at all times until the day of the next annual meeting no more than two thirds of the directors may be persons affiliated with the company. Exception (2) Subsection (1) does not apply where (a) all the voting shares of a company, other than directors’ qualifying shares, if any, are beneficially owned by a Canadian financial institution incorporated by or under an Act of Parliament; and (b) there are no policyholders who are entitled to vote. Determination of affiliation (3) For the purposes of subsection (1), whether or not a person is affiliated with a company shall be determined as of the day the notice of the annual meeting is sent to shareholders and policyholders pursuant to section 143 and that determination becomes effective on the day of that meeting, and a person shall be deemed to continue to be affiliated or unaffiliated, as the case may be, until the next annual meeting of shareholders and policyholders.
Insurance Companies Act — I-11.8 172
Limit on directors 172 No more than 15 per cent of the directors of a company may, at each director’s election or appointment, be employees of the company or a subsidiary of the company, except that up to four persons who are employees of the company or a subsidiary of the company may be directors of the company if those directors constitute not more than one half of the directors of the company.
Insurance Companies Act — I-11.8 173
Number of directors 173 (1) Subject to subsection 167(1) and sections 176 and 238, the directors of a company shall, by by-law, determine the number of directors or the minimum and maximum number of directors, but no by-law that decreases the number of directors shortens the term of an incumbent director. Shareholders’ and policyholders’ directors (2) Subject to subsection 167(1) and sections 176 and 238, the directors of a company that has common shares and policyholders who are entitled to vote at an annual meeting of shareholders and policyholders shall by by-law determine the number of directors, or the minimum and maximum number of directors, who are to be elected by the shareholders and the number, or the minimum and maximum number, who are to be elected by the policyholders. Election at annual meeting (3) A by-law made pursuant to subsection (1) that provides for a minimum and maximum number of directors may provide that the number of directors, shareholders’ directors or policyholders’ directors to be elected at any annual meeting of the shareholders and policyholders be such number as is fixed by the directors prior to the annual meeting. Minimum (4) If a company has common shares and policyholders who are entitled to vote at an annual meeting of shareholders and policyholders, the number of shareholders’ directors and the number of policyholders’ directors, whether determined by by-law or fixed by the directors, must each be at least one third of the total number of directors. Mutual company (4.1) Where the shareholders of a mutual company are entitled to elect one or more directors of the company, not more than one third of the directors may be elected by the shareholders. Shareholders’ and policyholders’ directors (5) In making by-laws for the purposes of subsection (2), the directors shall designate every member of the board as being either a shareholders’ director or a policyholders’ director. 1991, c. 47, s. 173; 1996, c. 6, s. 74; 1997, c. 15, s. 202
Insurance Companies Act — I-11.8 173.1
Election or appointment as director 173.1 The election or appointment of a person as a director is subject to the following conditions: (a) the person was present at the meeting when the election or appointment took place and did not refuse to hold office as a director; or (b) the person was not present at the meeting when the election or appointment took place but (i) consented in writing to hold office as a director before the election or appointment or within 10 days after it, or (ii) acted as a director after the election or appointment. 2005, c. 54, s. 245
Insurance Companies Act — I-11.8 174
Term of directors 174 (1) Except where this Act or the by-laws of a company provide for cumulative voting, the company may, by by-law, provide that the directors be elected for terms of one, two or three years. Idem (2) Where this Act or the by-laws of a company provide for cumulative voting to elect the shareholders’ directors, the company may, by by-law, provide that the policyholders’ directors be elected for terms of one, two or three years. Term of one, two or three years (3) A director elected for a term of one, two or three years holds office until the close of the first, second or third annual meeting of shareholders and policyholders, as the case may be, following the election of the director. No stated term (4) A director who is not elected for an expressly stated term of office ceases to hold office at the close of the next annual meeting of shareholders and policyholders following the election of the director. Tenure of office (5) It is not necessary that all directors elected at a meeting of shareholders or policyholders hold office for the same term. Idem (6) If a by-law of a company provides that the directors be elected for a term of two or three years, it may also provide that the term of office of each director be for the whole of that term, or that, as nearly as may be, one half of the directors retire each year if the term is two years, and that one third of the directors retire each year if the term is three years. Composition requirements (7) Where a director of a company is elected or appointed for a term of more than one year, the company shall comply with subsections 167(2) and 171(1), section 172 and subsection 173(4) at each annual meeting of shareholders and policyholders during the director’s term of office as if that director were elected or appointed on that date. Transitional (8) Subsection (7) does not apply in respect of a former-Act company until the day of the third annual meeting of shareholders and policyholders after the coming into force of this section.
Insurance Companies Act — I-11.8 175
Determining election of directors 175 (1) Except where this Act or the by-laws of a company provide for cumulative voting, the persons, to the number authorized to be elected, who receive the greatest number of votes at an election of directors of a company shall be the directors thereof. No right to vote (2) A shareholder of a company that has common shares and policyholders who are entitled to vote at an annual meeting of shareholders and policyholders (a) is not entitled to vote for the policyholders’ directors if the shareholder is not a policyholder; and (b) is not entitled to vote any shares for the policyholders’ directors. Idem (3) The holder of a policy issued by a company that has common shares and policyholders who are entitled to vote at an annual meeting of shareholders and policyholders (a) is not entitled to vote for the shareholders’ directors if the policyholder is not a shareholder; and (b) is not entitled to vote as a policyholder for the shareholders’ directors. Equal number of votes (4) If, at any election of directors referred to in subsection (1), two or more persons receive an equal number of votes and there are not sufficient vacancies remaining to enable all the persons receiving an equal number of votes to be elected, the directors who receive a greater number of votes or the majority of them shall, in order to complete the full number of directors, determine which of the persons so receiving an equal number of votes are to be elected.
Insurance Companies Act — I-11.8 177
Re-election of directors 177 A director who has completed a term of office is, if otherwise qualified, eligible for re-election.