GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Insurance Companies Act — I-11.8 791
Duty of intermediary 791 (1) Shares of an insurance holding 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 any shares referred to in subsection (1) 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 the 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 any action taken at the meeting. Intermediary may not vote (8) Nothing in this Subdivision gives an intermediary the right to vote shares that they are otherwise prohibited from voting. 2001, c. 9, s. 465; 2005, c. 54, s. 326
Insurance Companies Act — I-11.8 791.1
Regulations 791.1 The Governor in Council may make regulations (a) respecting the powers that may be granted by a shareholder 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 an insurance holding company is exempt from any of the requirements of sections 786 to 791. 2005, c. 54, s. 326 2022, c. 10, s. 228
Insurance Companies Act — I-11.8 792
Restraining order 792 (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. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 793
Meaning of eligible votes 793 (1) In this section, eligible votes means the total number of votes that may be cast by or on behalf of shareholders on a vote of shareholders or a vote of holders of a class or series of shares, as the case may be, in respect of any particular matter, calculated without regard to subsection (2). Restriction (2) At a meeting of shareholders of an insurance holding company in respect of which subsection 927(4) applies, no person and no entity controlled by any person may, in respect of any vote of shareholders or holders of any class or series of shares of the company, cast votes in respect of any shares beneficially owned by the person or the entity that are, in aggregate, more than 20 per cent of the eligible votes that may be cast in respect of that vote. Proxyholders (3) No person who is a proxyholder for a person or for an entity controlled by a person may cast votes to which the proxy relates that the person or entity may not cast by reason of subsection (2). Exception (4) Subsections (2) and (3) do not apply in respect of a vote held under section 852. Validity of vote (5) A vote in respect of a particular matter is not invalid merely because a person voted contrary to subsection (2) or (3). Disposition of shareholdings (6) If, with respect to any insurance holding company, a person contravenes subsection (2) or (3), the Minister may, by order, direct the shareholder of the shares to which the contravention relates or any person controlled by that shareholder to dispose of any number of shares of the insurance holding company beneficially owned by any of those persons that the Minister specifies in the order, within the time specified in the order and in the proportion, if any, as between the shareholder and the persons controlled by that shareholder that is specified in the order. Restriction on voting rights (7) If the Minister makes an order under subsection (6), the person to whom the order relates may not, in person or by proxy, exercise any voting rights that are attached to shares of the company beneficially owned by the person. Subsection (7) ceases to apply (8) Subsection (7) shall cease to apply in respect of a person when the shares to which the order relates have been disposed of. Reliance on number in notice (9) For the purpose of this section, a person is entitled to rely on the number of eligible votes set out in a notice of a meeting under subsection 767(2). Designation of persons (10) For the purpose of this section, the Minister may, with respect to a particular insurance holding company, designate two or more persons who are parties to an agreement, commitment or understanding referred to in section 9 to be a single person. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 794
Duty to manage 794 (1) Subject to this Act, the directors of an insurance holding company shall manage or supervise the management of the business and affairs of the insurance holding company. Specific duties (2) Without limiting the generality of subsection (1), the directors of an insurance holding company shall (a) establish an audit committee to perform the duties referred to in subsections 829(3) and (4); (b) establish procedures to resolve conflicts of interest, including techniques for the identification of potential conflict situations and for restricting the use of confidential information; (c) designate a committee of the board of directors to monitor the procedures referred to in paragraph (b); and (d) establish investment and lending policies, standards and procedures in accordance with section 968. Exception (3) Paragraph (2)(a) does not apply to the directors of an insurance holding company if (a) all the voting shares of the insurance holding company are beneficially owned by a Canadian financial institution described by any of paragraphs (a) to (d) of the definition financial institution in subsection 2(1); and (b) the audit committee of the Canadian financial institution referred to in paragraph (a) performs for and on behalf of the insurance holding company all the functions that would otherwise be required to be performed by the audit committee of the insurance holding company under this Part. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 795
Duty of care 795 (1) Every director and officer of an insurance holding 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 insurance holding 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 an insurance holding company shall comply with this Act, the regulations, the insurance holding company’s incorporating instrument and the by-laws of the insurance holding company. No exculpation (3) No provision in any contract, in any resolution or in the by-laws of an insurance holding company relieves any director, officer or employee of the insurance holding 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. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 796
Minimum number of directors 796 (1) An insurance holding company shall have at least seven directors. Residency requirement (2) At least one half of the directors of an insurance holding company that is a subsidiary of a foreign institution and a majority of the directors of any other insurance holding company must be, at the time of each director’s election or appointment, resident Canadians. 2001, c. 9, s. 465; 2007, c. 6, s. 319
Insurance Companies Act — I-11.8 797
Disqualified persons 797 The following persons are disqualified from being directors of an insurance holding 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 793(7) or section 945 or 955 from exercising voting rights attached to shares of the insurance holding company; (f) a person who is an officer, director or full-time employee of an entity that is prohibited by subsection 793(7) or section 945 or 955 from exercising voting rights attached to shares of the insurance holding company; (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. 165] (h) a minister of Her Majesty in right of Canada or in right of a province; and (i) a person who is an agent or employee of the government of a foreign country or any political subdivision thereof. 2001, c. 9, s. 465; 2012, c. 19, s. 344, c. 31, s. 141; 2013, c. 40, s. 165
Insurance Companies Act — I-11.8 798
No requirement to hold shares 798 A director of an insurance holding company is not required to hold shares of the insurance holding company. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 799
Limit on directors 799 No more than 15 per cent of the directors of an insurance holding company may, at each director’s election or appointment, be employees of the insurance holding company or a subsidiary of the insurance holding company, except that up to four persons who are employees of the insurance holding company or a subsidiary of the insurance holding company may be directors of the insurance holding company if those directors constitute not more than one half of the directors of the insurance holding company. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 800
Number of directors 800 (1) Subject to subsection 796(1) and sections 803 and 851, the directors of an insurance holding 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. Election at annual meeting (2) 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 to be elected at any annual meeting of the shareholders be such number as is fixed by the directors prior to the annual meeting. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 800.1
Election or appointment as director 800.1 The election or appointment of a person as a director is subject to the following: (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. 327
Insurance Companies Act — I-11.8 801
Term of directors 801 (1) Except where this Part or the by-laws of an insurance holding company provide for cumulative voting, the insurance holding company may, by by-law, provide that the directors be elected for terms of one, two or three years. Term of one, two or three years (2) 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, as the case may be, following the election of the director. No stated term (3) 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 following the election of the director. Tenure of office (4) It is not necessary that all directors elected at a meeting of shareholders hold office for the same term. Tenure of office (5) If a by-law of an insurance holding 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 (6) Where a director of an insurance holding company is elected or appointed for a term of more than one year, the insurance holding company shall comply with subsection 796(2) and section 799 at each annual meeting of shareholders during the director’s term of office as if that director were elected or appointed on that date. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 802
Determining election of directors 802 (1) Except where this Part or the by-laws of an insurance holding 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 an insurance holding company shall be the directors thereof. Equal number of votes (2) 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. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 804
Re-election of directors 804 A director who has completed a term of office is, if otherwise qualified, eligible for re-election. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 805
Void election or appointment 805 (1) If, immediately after the time of any purported election or appointment of directors, the board of directors would fail to comply with subsection 796(2) or section 799, the purported election or appointment of all persons purported to be elected or appointed at that time is void unless the directors, within forty-five days after the discovery of the non-compliance, develop a plan, approved by the Superintendent, to rectify the non-compliance. Failure to elect minimum (2) If, at the close of a meeting of shareholders of an insurance holding company, the shareholders have failed to elect the number or minimum number of directors required by this Part or the by-laws of an insurance holding company, the purported election of directors at the meeting (a) is valid if the directors purported to be elected and those incumbent directors, if any, whose terms did not expire at the close of the meeting, together constitute a quorum; or (b) is void if the directors purported to be elected and those incumbent directors, if any, whose terms did not expire at the close of the meeting, together do not constitute a quorum. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 806
Directors where elections incomplete or void 806 (1) Despite subsections 801(2) and (3) and paragraphs 803(1)(f) and 807(1)(a), where subsection 805(1) or (2) applies at the close of any meeting of shareholders of an insurance holding company, the board of directors shall, until their successors are elected or appointed, consist solely of (a) where paragraph 805(2)(a) applies, the directors referred to in that paragraph; or (b) where subsection 805(1) or paragraph 805(2)(b) applies, those persons who were the incumbent directors immediately before the meeting. Where there is no approved rectification plan (2) Despite subsections 801(2) and (3) and paragraphs 803(1)(f) and 807(1)(a), where a plan to rectify the non-compliance referred to in subsection 805(1) has not been approved by the Superintendent by the end of the forty-five day period referred to in that subsection, the board of directors shall, until their successors are elected or appointed, consist solely of the persons who were the incumbent directors immediately before the meeting at which the purported election or appointment referred to in that subsection occurred. Directors to call meeting (3) Where subsection (1) or (2) applies, the board of directors referred to in that subsection shall without delay call a special meeting of shareholders to fill the vacancies, where paragraph 805(2)(a) applies, or elect a new board of directors, where subsection 805(1) or paragraph 805(2)(b) applies. Shareholder may call meeting (4) Where the directors fail to call a special meeting required by subsection (3), the meeting may be called by any shareholder. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 807
Ceasing to hold office 807 (1) A director ceases to hold office (a) at the close of the annual meeting at which the director’s term of office expires; (b) when the director dies or resigns; (c) when the director becomes disqualified under section 797 or ineligible to hold office pursuant to subsection 837(2); (d) when the director is removed under section 808; or (e) when the director is removed from office under section 1006 or 1007. Date of resignation (2) The resignation of a director of an insurance holding company becomes effective at the time a written resignation is sent to the insurance holding company by the director or at the time specified in the resignation, whichever is later. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 808
Removal of director 808 (1) Subject to paragraph 803(1)(g) and this section, the shareholders of an insurance holding company may by resolution at a special meeting remove any director or all the directors from office. Removal of director (2) If the holders of any class or series of shares of an insurance holding company have the exclusive right to elect one or more directors, a director so elected may be removed only by a resolution at a meeting of the shareholders of that class or series. Vacancy by removal (3) Subject to paragraphs 803(1)(b) to (e), a vacancy created by the removal of a director may be filled at the meeting of the shareholders at which the director is removed or, if not so filled, may be filled under section 812 or 813. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 809
Statement of director 809 (1) A director who (a) resigns, (b) receives a notice or otherwise learns of a meeting of shareholders called for the purpose of removing the director from office, or (c) receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed or elected to fill the office of director, whether because of the director’s resignation or removal or because the director’s term of office has expired or is about to expire, is entitled to submit to the insurance holding company a written statement giving the reasons for the resignation or the reasons why the director opposes any proposed action or resolution. Statement to Superintendent (2) Where a director resigns as a result of a disagreement with the other directors or the officers of an insurance holding company, the director shall submit to the insurance holding company and the Superintendent a written statement setting out the nature of the disagreement. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 810
Circulation of statement 810 (1) An insurance holding company shall forthwith on receipt of a director’s statement referred to in subsection 809(1) relating to a matter referred to in paragraph 809(1)(b) or (c), or a director’s statement referred to in subsection 809(2), send a copy thereof to each shareholder entitled to receive a notice of meetings and to the Superintendent, unless the statement is attached to a notice of a meeting. Immunity for statement (2) No insurance holding company or person acting on its behalf incurs any liability by reason only of circulating a director’s statement in compliance with subsection (1). 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 811
Shareholders filling vacancy 811 The by-laws of an insurance holding company may provide that a vacancy among the directors is to be filled only by vote of (a) the shareholders; or (b) the holders of any class or series of shares having an exclusive right to elect one or more directors if the vacancy occurs among the directors elected by the holders of that class or series. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 812
Directors filling vacancy 812 (1) Despite section 819 but subject to subsection (2) and sections 811 and 813, a quorum of directors may fill a vacancy among the directors except a vacancy resulting from a change in the by-laws by which the number or the minimum or maximum number of directors is increased or from a failure to elect the number or minimum number of directors provided for in the by-laws. Where composition fails (2) Despite sections 811 and 819, where by reason of a vacancy the number of directors or the composition of the board of directors fails to meet any of the requirements of section 796 or 799, the directors who, in the absence of any by-law, would be empowered to fill that vacancy shall do so forthwith. 2001, c. 9, s. 465; 2005, c. 54, s. 329
Insurance Companies Act — I-11.8 813
Class vacancy 813 Despite section 819 but subject to section 811, where the holders of any class or series of shares of an insurance holding company have an exclusive right to elect one or more directors and a vacancy occurs among those directors, (a) the remaining directors elected by the holders of that class or series of shares may fill the vacancy except one resulting from an increase in the number or the minimum or maximum number of directors for that class or series or from a failure to elect the number or minimum number of directors provided for in the by-laws for that class or series; (b) if there are no such remaining directors and, by reason of the vacancy, the number of directors or the composition of the board of directors fails to meet any of the requirements of section 796 or 799, the other directors may fill that vacancy; and (c) if there are no such remaining directors and paragraph (b) does not apply, any holder of shares of that class or series may call a meeting of the holders thereof for the purpose of filling the vacancy. 2001, c. 9, s. 465; 2005, c. 54, s. 330