Insurance Companies Act (S.C. 1991, c. 47)

Marginal note:Publication of information

738. The Superintendent shall, within sixty days after the end of each year, cause a notice to be published in the Canada Gazette, showing

• (a) the name of every insurance holding company; and

• (b) the province in which the head office of the insurance holding company is situated.

Marginal note:First directors’ meeting

• 739. (1) After letters patent incorporating an insurance holding company are issued, a meeting of the directors of the insurance holding company shall be held at which the directors may, subject to this Division,

  • (a) make by-laws;

  • (b) adopt forms of share certificates and corporate records;

  • (c) authorize the issue of shares of the insurance holding company;

  • (d) appoint officers;

  • (e) appoint an auditor to hold office until the meeting called under subsection 740(1);

  • (f) make banking arrangements; and

  • (g) deal with any other matters necessary to organize the insurance holding company.

• Marginal note:Calling directors’ meeting

  (2) An incorporator or a director named in the application for letters patent may call the meeting referred to in subsection (1) by giving, subject to subsection 817(2), no fewer than five days notice of the purpose, time and place of the meeting to each director of the insurance holding company.

Marginal note:Calling shareholders’ meeting

• 740. (1) After the meeting referred to in subsection 739(1) is held, the directors of the insurance holding company shall without delay call a meeting of the shareholders of the insurance holding company.

• Marginal note:Meeting of shareholders or incorporators

  (2) The shareholders of an insurance holding company shall, by resolution at the meeting of shareholders called under subsection (1),

  • (a) approve, amend or reject any by-law made by the directors of the insurance holding company;

  • (b) subject to section 803, elect directors to hold office for a term expiring not later than the close of the third annual meeting of shareholders following the election; and

  • (c) appoint an auditor to hold office until the close of the first annual meeting of shareholders.

Marginal note:Term of first directors

741. A director named in the application for letters patent to incorporate an insurance holding company holds office until the election of directors at the meeting of shareholders called under subsection 740(1).