GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Insurance Companies Act — I-11.8 348
Auditor’s report and extended examination 348 (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, shareholders and policyholders, 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 338(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. 47, s. 348; 1999, c. 31, s. 142(F)
Insurance Companies Act — I-11.8 349
Auditor’s report 349 (1) The auditor shall, not less than twenty-one days before the date of the annual meeting of the shareholders and policyholders of the company, make a report in writing to them on the annual statement. Audit for shareholders and policyholders (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 331(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 346(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 331(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.
Insurance Companies Act — I-11.8 350
Report on directors’ statement 350 (1) The auditor of a company shall, if required by the shareholders and policyholders, audit and report to them on any financial statement submitted to them by the directors, and the report shall state whether, in the auditor’s opinion, the financial statement presents fairly the information required by the shareholders and policyholders. 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, to every policyholder who is entitled pursuant to paragraph 143(1)(b) to receive notice of an annual meeting of shareholders and policyholders and to the Superintendent.
Insurance Companies Act — I-11.8 351
Report to officers 351 (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) in the case of a life company, loans owing to the company by any person the aggregate amount of which exceeds 0.5 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, chief financial officer and the actuary 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. 47, s. 351; 2005, c. 54, s. 289
Insurance Companies Act — I-11.8 352
Auditor of subsidiaries 352 (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.
Insurance Companies Act — I-11.8 353
Auditor’s attendance 353 (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. 47, s. 353; 1994, c. 26, s. 40(F)
Insurance Companies Act — I-11.8 354
Calling meeting 354 (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.
Insurance Companies Act — I-11.8 355
Notice of errors 355 (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) Where 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 policyholders referred to in subsection 334(1) and the Superintendent of the error or misstatement.
Insurance Companies Act — I-11.8 356
Qualified privilege for statements 356 Any oral or written statement or report made under this Act by the auditor or a former auditor of a company has qualified privilege.
Insurance Companies Act — I-11.8 357
Notice of appointment 357 A company shall, forthwith after the appointment of the actuary of the company, notify the Superintendent in writing of the appointment.
Insurance Companies Act — I-11.8 358 and 359
358 and 359 [Repealed, 1997, c. 15, s. 236]
Insurance Companies Act — I-11.8 359.1
Officer precluded 359.1 (1) The chief executive officer or chief operating officer or a person performing like functions may not be appointed or hold the position of actuary of a company unless authorized in writing by the Superintendent. Duration of authorization (2) An authorization under subsection (1) ceases to be in effect on the day specified therein but not later than the day that is six months after it is issued, and a person appointed or holding the position of actuary pursuant to the authorization shall not hold that position after that day. 1996, c. 6, s. 76
Insurance Companies Act — I-11.8 359.2
Chief financial officer 359.2 (1) The chief financial officer or a person performing like functions may not be appointed as or hold the position of actuary of a company unless (a) the audit committee of the company has provided the Superintendent with a written statement indicating that it is satisfied that the duties of both positions in the company will be adequately performed and that the actuarial duties will be performed in an independent manner; and (b) the appointment or holding of the position is authorized by the Superintendent. Authorization (2) An authorization under paragraph (1)(b) may contain limitations and conditions, including a limitation on the time during which the person referred to in the authorization may hold the position of actuary of the company. Termination of holding of position (3) A person holding the position of actuary pursuant to an authorization under paragraph (1)(b) shall not hold that position after the time limit referred to in subsection (2). 1996, c. 6, s. 76
Insurance Companies Act — I-11.8 360
Revocation of appointment 360 (1) The directors of a company may revoke the appointment of the actuary of the company. Notice of revocation (2) A company shall, forthwith after the revocation of the appointment of the actuary of the company, notify the Superintendent in writing of the revocation.
Insurance Companies Act — I-11.8 361
Ceasing to hold office 361 (1) A person ceases to hold office as the actuary of a company when (a) the person resigns as actuary of the company; (b) the person ceases to be an actuary; (c) the person dies; or (d) the appointment of the person as actuary of the company is revoked by the directors of the company. Effective date of resignation (2) The resignation of an actuary becomes effective at the time a written resignation is sent to the company or at the time specified in the resignation, whichever is later. 1991, c. 47, s. 361; 1997, c. 15, s. 237
Insurance Companies Act — I-11.8 362
Filling vacancy 362 Where a vacancy occurs in the office of actuary of a company, the directors shall forthwith notify the Superintendent of and fill the vacancy.
Insurance Companies Act — I-11.8 363
Statement of actuary 363 An actuary of a company who resigns or whose appointment is revoked shall submit to the directors of the company and the Superintendent a written statement of the circumstances and reasons why the actuary resigned or why, in the actuary’s opinion, the actuary’s appointment was revoked.
Insurance Companies Act — I-11.8 364
Duty of replacement actuary 364 (1) Where an actuary of a company resigns or the appointment of an actuary of a company is revoked, no person shall accept an appointment or consent to be appointed as actuary of the company before requesting and receiving from the other actuary the written statement referred to in section 363. Exception (2) A person may accept an appointment or consent to be appointed as actuary of a company if no reply is received from the other actuary within fifteen days after a request under subsection (1) is made. Effect of non-compliance (3) Unless subsection (2) applies, an appointment as actuary of a company is void if subsection (1) is not complied with.
Insurance Companies Act — I-11.8 365
Actuary’s valuation 365 (1) The actuary of a company shall value (a) the actuarial and other policy liabilities of the company as at the end of a financial year; and (b) any other matter specified in any direction that may be made by the Superintendent. Actuarial practices (2) The actuary’s valuation shall be 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.
Insurance Companies Act — I-11.8 365.1
Superintendent may appoint actuary 365.1 (1) The Superintendent may appoint an actuary to value the matters referred to in paragraph 365(1)(a) or (b) in relation to a company if the Superintendent is of the opinion that the appointment is necessary. That actuary may not be an actuary of the company. Expenses payable by company (2) The expenses incurred in carrying out a valuation under subsection (1) are payable by the company on being approved in writing by the Superintendent. 1996, c. 6, s. 77; 1997, c. 15, s. 238
Insurance Companies Act — I-11.8 366
Right to information 366 (1) On the request of the actuary 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 held by the company, and (b) provide such information and explanations as are, in the opinion of the actuary, necessary to enable the actuary to perform the duties of actuary of the company. No civil liability (2) A person who in good faith makes an oral or written communication under subsection (1) shall not be liable in any civil action arising from having made the communication.
Insurance Companies Act — I-11.8 367
Actuary’s report 367 (1) The actuary of a company shall, not less than twenty-one days before the date of the annual meeting of the shareholders and policyholders of the company, make a report in the prescribed form to them on the valuation made under section 365 and on any other matter that is prescribed. Idem (2) In each report required under subsection (1), the actuary shall state whether, in the actuary’s opinion, the annual statement presents fairly the results of the valuation made under section 365.
Insurance Companies Act — I-11.8 368
Report to directors 368 The actuary of a company shall meet either with the directors of the company or, where the directors so choose, with the audit committee of the company at least once during each financial year in order to report, in accordance with generally accepted actuarial practice and any direction that may be made by the Superintendent, on the financial position of the company and, where so specified in such a direction, the expected future financial condition of the company.
Insurance Companies Act — I-11.8 369
Report to officers 369 (1) The actuary of a company shall report in writing to the chief executive officer and chief financial officer of the company any matters that have come to the actuary’s attention in the course of carrying out the actuary’s duties and that in the actuary’s opinion have material adverse effects on the financial condition of the company and require rectification. Transmission of report (2) An actuary of a company who makes a report under subsection (1) shall forthwith provide a copy of it to the directors of the company. Failure to take action (3) Where, in the opinion of the actuary of the company, suitable action is not being taken to rectify the matters referred to in subsection (1), the actuary shall forthwith send a copy of the report to the Superintendent and advise the directors that the actuary has done so.
Insurance Companies Act — I-11.8 370
Qualified privilege for statements 370 (1) Any oral or written statement or report made under this Act by the actuary or former actuary of a company has qualified privilege. No civil liability (2) The actuary or former actuary of a company who in good faith makes an oral or written statement or report under section 363 or 369 shall not be liable in any civil action seeking indemnification for damages attributable to the actuary or former actuary having made the statement or report.
Insurance Companies Act — I-11.8 371
Derivative action 371 (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. 47, s. 371; 2005, c. 54, s. 290
Insurance Companies Act — I-11.8 372
Powers of court 372 (1) In connection with an action brought or intervened in under subsection 371(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 or policyholders of the company who are entitled to participate in its profits 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.
Insurance Companies Act — I-11.8 373
Status of shareholder approval 373 (1) An application made or an action brought or intervened in under this Division need not be stayed or dismissed by reason only that it is shown that an alleged breach of a right or duty owed to the company or its subsidiary has been or might be approved by the shareholders or policyholders of the company or subsidiary or both, but evidence of approval by the shareholders or policyholders may be taken into account by the court in making an order under section 372. Court approval to discontinue (2) An application made or an action brought or intervened in under this Division shall not be stayed, discontinued, settled or dismissed for want of prosecution without the approval of the court given on such terms as the court thinks fit and, if the court determines that the interests of any complainant might be substantially affected by any stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant.
Insurance Companies Act — I-11.8 374
No security for costs 374 (1) A complainant is not required to give security for costs in any application made or any action brought or intervened in under subsection 371(1) or section 375. Interim costs (2) In an application made or an action brought or intervened in under this Division, the court may at any time order the company or its subsidiary to pay to the complainant interim costs, including legal fees and disbursements, but the complainant may be held accountable by the court for those interim costs on final disposition of the application or action. 1991, c. 47, s. 374; 2005, c. 54, s. 291(F)
Insurance Companies Act — I-11.8 375
Application to rectify records 375 (1) If the name of a person is alleged to be or to have been wrongly entered or retained in, or wrongly deleted or omitted from, the securities register or any other record of a company, the company, a security holder of the company or any aggrieved person may apply to a court for an order that the securities register or record be rectified. Notice to Superintendent (2) An applicant under this section 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. Powers of court (3) In connection with an application under this section, the court may make any order it thinks fit including, without limiting the generality of the foregoing, (a) an order requiring the securities register or other record of the company to be rectified; (b) an order restraining a company from calling or holding a meeting of shareholders or policyholders or paying a dividend to shareholders before the rectification; (c) an order determining the right of a party to the proceedings to have the party’s name entered or retained in, or deleted or omitted from, the securities register or records of the company, whether the issue arises between two or more security holders or alleged security holders, or between the company and any security holder or alleged security holder; and (d) an order compensating a party who has incurred a loss.
Insurance Companies Act — I-11.8 376
Definition of court 376 In this Division, court means a court having jurisdiction in the place where the company has its head office.
Insurance Companies Act — I-11.8 377
Application of Division 377 (1) This Division does not apply to a company that is insolvent within the meaning of the Winding-up and Restructuring Act . Staying proceedings on insolvency (2) Any proceedings taken under this Division to dissolve or to liquidate and dissolve a company shall be stayed if the company is at any time found to be insolvent within the meaning of the Winding-up and Restructuring Act . 1991, c. 47, s. 377; 1996, c. 6, s. 167
Insurance Companies Act — I-11.8 378
Mutual companies, etc. 378 This Division does not apply to companies that (a) are mutual companies; or (b) have participating policyholders or policyholders who are entitled to vote at annual meetings of shareholders and policyholders.
Insurance Companies Act — I-11.8 379
Returns to Superintendent 379 A liquidator appointed under this Part to wind up the business of a company shall provide the Superintendent with such information relating to the business and affairs of the company in such form as the Superintendent requires.