GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Insurance Companies Act — I-11.8 889
Statements — subsidiaries 889 (1) An insurance holding company shall keep at its head office a copy of the current financial statements of each subsidiary of the insurance holding company. Examination (2) Subject to this section, the shareholders of an insurance holding company and their personal representatives may, on request therefor, examine the statements referred to in subsection (1) during the usual business hours of the insurance holding company and may take extracts therefrom free of charge. Barring examination (3) An insurance holding 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 insurance holding 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 insurance holding company to permit the examination or, if it is satisfied that the examination would be detrimental to the insurance holding 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) An insurance holding 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. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 890
Annual statement — distribution 890 (1) An insurance holding company shall, no later than 21 days before the date of each annual meeting or before the signing of a resolution under paragraph 779(1)(b) in lieu of the annual meeting, send to each shareholder a copy of the documents referred to in subsections 887(1) and (3) unless that time period is waived by the shareholder. Exception (2) An insurance holding company is not required to comply with subsection (1) with respect to shareholders who have informed the insurance holding company, in writing, that they do not wish to receive the annual statement. Effect of default (3) Where an insurance holding company is required to comply with subsection (1) and the insurance holding 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. 2001, c. 9, s. 465; 2005, c. 54, s. 353
Insurance Companies Act — I-11.8 891
Copy to Superintendent 891 (1) Subject to subsection (2), an insurance holding company shall send to the Superintendent a copy of the documents referred to in subsections 887(1) and (3) not later than twenty-one days before the date of each annual meeting of shareholders of the insurance holding company. Later filing (2) If an insurance holding company’s shareholders sign a resolution under paragraph 779(1)(b) in lieu of an annual meeting, the insurance holding company shall send a copy of the documents referred to in subsections 887(1) and (3) to the Superintendent not later than thirty days after the signing of the resolution. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 892
Definitions 892 The following definitions apply in this Subdivision. 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 ) 2001, c. 9, s. 465
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-11.8 893
Appointment of auditor 893 (1) The shareholders of an insurance holding company shall, by ordinary resolution at the first meeting of shareholders and at each succeeding annual meeting, appoint a firm of accountants to be the auditor of the insurance holding company until the close of the next annual meeting. Remuneration of auditor (2) The remuneration of the auditor may be fixed by ordinary resolution of the shareholders but, if not so fixed, shall be fixed by the directors. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 895
Duty to resign 895 (1) An auditor that ceases to be qualified under section 894 shall resign without delay after any member of the firm of accountants becomes aware that 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 an insurance holding company has ceased to be qualified under section 894 and declaring the office of auditor to be vacant. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 896
Revocation of appointment 896 (1) The shareholders of an insurance holding company may, by ordinary resolution at a special meeting, revoke the appointment of an auditor. Revocation of appointment (2) The Superintendent may at any time revoke the appointment of an auditor made under subsection (3) or 893(1) or section 898 by notice in writing signed by the Superintendent and sent by registered mail to the auditor and to the insurance holding company addressed to the usual place of business of the auditor and the insurance holding 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 898. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 897
Ceasing to hold office 897 (1) An auditor of an insurance holding company ceases to hold office when (a) the auditor resigns; or (b) the appointment of the auditor is revoked by the shareholders or the Superintendent. Effective date of resignation (2) The resignation of an auditor becomes effective at the time a written resignation is sent to the insurance holding company or at the time specified in the resignation, whichever is later. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 898
Filling vacancy 898 (1) Subject to subsection 896(3), where a vacancy occurs in the office of auditor of an insurance holding 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 insurance holding company on behalf of the firm. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 899
Right to attend meetings 899 (1) The auditor of an insurance holding company is entitled to receive notice of every meeting of shareholders and, at the expense of the insurance holding 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 or a shareholder of an insurance holding company, whether or not the shareholder is entitled to vote at the meeting, gives written notice, not less than ten days before a meeting of shareholders, to an auditor or former auditor of the insurance holding company that the director or shareholder wishes the auditor’s attendance at the meeting, the auditor or former auditor shall attend the meeting at the expense of the insurance holding company and answer questions relating to the auditor’s or former auditor’s duties as auditor. Notice to insurance holding company (3) A director or shareholder who gives notice under subsection (2) shall send concurrently a copy of the notice to the insurance holding company and the insurance holding 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). 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 900
Statement of auditor 900 (1) An auditor of an insurance holding company who (a) resigns, (b) receives a notice or otherwise learns of a meeting of shareholders called for the purpose of revoking the appointment of the auditor, or (c) receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed in the auditor’s stead, whether because of the auditor’s resignation or revocation of appointment or because the auditor’s term of office has expired or is about to expire, shall submit to the insurance holding 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 insurance holding 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 insurance holding company shall send a copy of the statements referred to in subsections (1) and (1.1) without delay to every shareholder entitled to vote at the annual meeting of shareholders and to the Superintendent. 2001, c. 9, s. 465; 2005, c. 54, s. 355
Insurance Companies Act — I-11.8 901
Duty of replacement auditor 901 (1) If an auditor of an insurance holding company has resigned or the appointment of an auditor has been revoked, no firm shall accept an appointment or consent to be appointed as auditor of the insurance holding company until the 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) Despite subsection (1), a firm may accept an appointment or consent to be appointed as auditor of an insurance holding 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 an insurance holding company is void if subsection (1) has not been complied with. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 902
Auditor’s examination 902 (1) The auditor of an insurance holding 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 Part to be placed before the shareholders, except such annual statements or parts thereof as relate to the period referred to in subparagraph 887(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. 2001, c. 9, s. 465; 2017, c. 26, s. 62
Insurance Companies Act — I-11.8 903
Right to information 903 (1) On the request of the auditor of an insurance holding company, the present or former directors, officers, employees or representatives of the insurance holding 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 insurance holding company or any entity in which the insurance holding 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 insurance holding company. Directors to provide information (2) On the request of the auditor of an insurance holding company, the directors of the insurance holding 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 insurance holding 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 insurance holding 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. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 904
Auditor’s report and extended examination 904 (1) The Superintendent may, in writing, require that the auditor of an insurance holding 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 an insurance holding company make a particular examination to determine whether any procedures adopted by the insurance holding company may be prejudicial to the interests of depositors, policyholders or creditors of any federal financial institution that is affiliated with the insurance holding company, or any other examination as, in the Superintendent’s opinion, the public interest may require, and report to the Superintendent thereon. Special examination (3) The Superintendent may direct that a special audit of an insurance holding company be made if, in the opinion of the Superintendent, it is so required and may appoint for that purpose a firm of accountants qualified under subsection 894(1) to be an auditor of the insurance holding company. Expenses payable by insurance holding company (4) The expenses entailed by any examination or audit referred to in any of subsections (1) to (3) are payable by the insurance holding company on being approved in writing by the Superintendent. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 905
Auditor’s report 905 (1) The auditor shall, not less than twenty-one days before the date of the annual meeting of the shareholders of the insurance holding company, make a report in writing to them on the annual statement. Audit for shareholders (2) In each report required under subsection (1), the auditor shall state whether, in the auditor’s opinion, the annual statement presents fairly, in accordance with the accounting principles referred to in subsection 887(4), the financial position of the insurance holding 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 insurance holding 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 902(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 887(4), the financial position of the insurance holding 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 insurance holding company for that financial year. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 906
Report on directors’ statement 906 (1) The auditor of an insurance holding company shall, if required by the shareholders, 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. Sending report (2) A report of the auditor made under subsection (1) shall be attached to the financial statement to which it relates and a copy of the statement and report shall be sent by the directors to every shareholder and to the Superintendent. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 907
Auditor of subsidiaries 907 (1) An insurance holding company shall take all necessary steps to ensure that (a) its auditor is the auditor of each of its subsidiaries; and (b) in the case of a subsidiary with more than one auditor, the auditor of the insurance holding company is one of the subsidiary’s auditors. 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 insurance holding company as the auditor of that subsidiary. Exception (3) Subsection (1) does not apply in respect of any particular subsidiary where the insurance holding 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 insurance holding company. 2001, c. 9, s. 465; 2005, c. 54, s. 356
Insurance Companies Act — I-11.8 908
Auditor’s attendance 908 (1) The auditor of an insurance holding company is entitled to receive notice of every meeting of the audit committee of the insurance holding company and, at the expense of the insurance holding 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. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 909
Calling meeting 909 (1) The auditor of an insurance holding 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 an insurance holding company or any officer or employee of the insurance holding company acting in a similar capacity shall, at the request of the auditor of the insurance holding company and on receipt of reasonable notice, meet with the auditor. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 910
Notice of errors 910 (1) A director or an officer of an insurance holding company shall forthwith notify the audit committee and the auditor of the insurance holding 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 an insurance holding 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 insurance holding company accordingly. Duty of directors (3) Where under subsection (2) the auditor or a former auditor of an insurance holding company informs the directors of an error or misstatement in an annual statement or other financial statement, the directors shall (a) prepare and issue a revised annual statement or financial statement; or (b) otherwise inform the shareholders and the Superintendent of the error or misstatement. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 911
Qualified privilege for statements 911 Any oral or written statement or report made under this Part by the auditor or a former auditor of an insurance holding company has qualified privilege. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 912
Derivative action 912 (1) Subject to subsection (2), a complainant or the Superintendent may apply to a court for leave to bring an action under this Part in the name and on behalf of an insurance holding company or any of its subsidiaries, or to intervene in an action under this Part to which the insurance holding company or a subsidiary of the insurance holding company is a party, for the purpose of prosecuting, defending or discontinuing the action on behalf of the insurance holding 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 insurance holding company or the insurance holding company’s subsidiary of the complainant’s intention to apply to the court under subsection (1) if the directors of the insurance holding company or the insurance holding 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 insurance holding 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. 2001, c. 9, s. 465; 2005, c. 54, s. 357
Insurance Companies Act — I-11.8 913
Powers of court 913 (1) In connection with an action brought or intervened in under subsection 912(1), the court may at any time make any order it thinks fit including, without limiting the generality of the foregoing, (a) an order authorizing the Superintendent, the complainant or any other person to control the conduct of the action; (b) an order giving directions for the conduct of the action; (c) an order directing that any amount adjudged payable by a defendant in the action be paid, in whole or in part, directly to former and present security holders of the insurance holding company who are entitled to participate in its profits or of the subsidiary instead of to the insurance holding company or to the subsidiary; and (d) an order requiring the insurance holding company or the subsidiary to pay reasonable legal fees incurred by the Superintendent or the complainant in connection with the action. Jurisdiction (2) Despite subsection (1), the court may not make any order in relation to any matter that would, under this Part, require the approval of the Minister or the Superintendent. 2001, c. 9, s. 465