jswizzle3737/ontario_laws_and_regs huggingface dataset:
Definitions and interpretation
 1. (1) In this Regulation, “subsidiary” means, in respect of an entity, another entity that is controlled by the entity.  O. Reg. 123/08, s. 1 (1). (2) In this Regulation and subject to subsection (3), “officer” means, (a) in respect of a corporation, (i) an individual who holds the office of chief executive officer, president, vice-president, secretary, treasurer or controller of the corporation, (ii) the manager of the corporation, if the corporation is a mutual insurance corporation, or (iii) an individual who is designated as an officer under the by-laws of the corporation or by a resolution of the board of directors of the corporation, or (b) in respect of an entity other than a corporation, an individual designated as an officer of the entity by by-law or resolution of the members of the entity or who performs functions normally expected to be performed by an officer of an entity.  O. Reg. 123/08, s. 1 (2). (3) For the purposes of this Regulation, an individual shall not be considered to be an officer of a corporation in the following circumstances: 1. The individual acts solely as a chair or a vice-chair of the board of directors of the corporation or of a committee of the board of directors on a part-time basis and does not receive any remuneration from the corporation other than fees for acting as a member of the board or committee or as the part-time chair or vice-chair of the board or committee. 2. If the corporation is a mutual insurance corporation, the individual holds the office of president or vice-president and acts as the chair or vice-chair of the board of directors of the corporation or of a committee of the board of directors on a part-time basis and does not receive any remuneration from the corporation other than fees for acting as a member of the board or committee or as the part-time chair or vice-chair of the board or committee.  O. Reg. 123/08, s. 1 (3).
Conduct review committee
 4. (1) The conduct review committee of an insurer must have a minimum of three members appointed by the directors of the insurers from among themselves.  O. Reg. 123/08, s. 4 (1). (2) A majority of the members of the conduct review committee must be directors who are not affiliated with the insurer.  O. Reg. 123/08, s. 4 (2). (3) The directors of an insurer shall not appoint to the conduct review committee any director who is an officer or employee of the insurer or of a subsidiary of the insurer.  O. Reg. 123/08, s. 4 (3). (4) Subject to subsections (2) and (3), all of the directors of the insurer may be members of the conduct review committee.  O. Reg. 123/08, s. 4 (4). (5) The conduct review committee of an insurer has the following powers and duties: 1. The conduct review committee shall direct the appropriate members of the management staff of the insurer to develop procedures and standards to be implemented by the insurer for the purpose of ensuring compliance with Part XVII.1 of the Act. 2. Before procedures and standards referred to in paragraph 1 are implemented, the conduct review committee shall review the procedures and standards and make such recommendations and give such directions as the committee considers advisable. 3. The conduct review committee shall provide a report to the directors of the insurer and the Chief Executive Officer on the procedures and standards approved by the committee and shall report any change to those procedures and standards to the directors and the Chief Executive Officer as soon as possible after the change is made. 4. The conduct review committee shall periodically review the practices of the insurer to ensure that the insurer is complying with the provisions of Part XVII.1 of the Act and the procedures and standards approved by the committee. 5. The conduct review committee shall ensure that all transactions are identified that, i. are between the insurer and persons who are related parties for the purposes of Part XVII.1 of the Act, and ii. may have a material effect on the stability or solvency of the insurer.  O. Reg. 123/08, s. 4 (5); O. Reg. 133/19, s. 1. (6) Any member of the conduct review committee may call a meeting of the committee on such reasonable notice as may be determined by the committee.  O. Reg. 123/08, s. 4 (6). (7) The conduct review committee shall ensure that accurate minutes are kept of the committee’s meetings.  O. Reg. 123/08, s. 4 (7). (8) The insurer’s auditor is entitled to receive notice of every meeting of the conduct review committee and, at the insurer’s expense, is entitled to attend and be heard at the meeting.  O. Reg. 123/08, s. 4 (8). (9) Following each meeting of the conduct review committee, the committee shall provide a report to the directors of the insurer concerning the matters reviewed by the committee at the meeting and may make such recommendations as the committee considers advisable.  O. Reg. 123/08, s. 4 (9).
Exemption
 5. An insurer is exempt from the requirement under subsection 121.24 (1) of the Act that its directors establish an audit committee or a conduct review committee if the following conditions are satisfied: 1. All of the voting shares of the insurer, other than director’s qualifying shares, if any, are beneficially owned by a financial institution incorporated by or under an Act of the Legislature. 2. The financial institution referred to in paragraph 1 has a committee or other internal body that, for and on behalf of the insurer, performs functions that are substantially similar to the functions required to be performed by the audit committee or conduct review committee, as the case may be. 3. The insurer’s policyholders are not entitled to vote at a general or annual meeting of the insurer.  O. Reg. 123/08, s. 5.
Exemption
 6. Omitted (provides for coming into force of provisions of this Regulation).  O. Reg. 123/08, s. 6.