An Act to amend certain Acts in relation to financial institutions (S.C. 2005, c. 54)
Full Document:
Assented to 2005-11-25
282. Paragraph 315(4)(a) of the Act is replaced by the following:
(a) fix the amount of money or other consideration that is deemed to be held in a fiduciary capacity under subsection 311(2) or section 311.1;
283. The Act is amended by adding the following after section 316:
Marginal note:Obligation to acquire shares
316.1 (1) If a shareholder who holds shares of an offeree company does not receive the notice referred to in subsection 309(1), the shareholder may require the offeror to acquire the shares
(a) within 90 days after the date of termination of the take-over bid; or
(b) if the shareholder did not receive an offer under the take-over bid, within 90 days after the later of
(i) the date of termination of the take-over bid, and
(ii) the day on which the shareholder learned of the take-over bid.
Marginal note:Acquisition on same terms
(2) If the shareholder requires the offeror to acquire shares, the offeror shall acquire them on the same terms as those on which the offeror acquires shares from offerees who accept the take-over bid.
284. (1) Subsection 331(1) of the Act is amended by adding the following after paragraph (a):
(a.1) in the case of a company that has participating policyholders, the information prescribed in respect of the policies established under paragraphs 165(2)(e) and (e.1) and the other prescribed information;
(2) Subsection 331(2) of the Act is replaced by the following:
Marginal note:Annual statement — contents
(2) With respect to each of the financial years to which it relates, the annual statement of a company must contain the prescribed statements and any information that is in the opinion of the directors necessary to present fairly, in accordance with the accounting principles referred to in subsection (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.
(3) Paragraph 331(3)(a) of the Act is replaced by the following:
(a) in the case of a company that has participating policyholders, a summary of the policies established under paragraphs 165(2)(e) and (e.1);
Marginal note:1997, c. 15, s. 233
(4) Subsection 331(5) of the Act is repealed.
285. The portion of subsection 332(1) of the Act before paragraph (a) is replaced by the following:
Marginal note:Annual statement — approval
332. (1) The directors of a company shall approve the annual statement and their approval shall be evidenced by the signature or a printed or otherwise mechanically reproduced facsimile of the signature of
286. Subsection 334(1) of the Act is replaced by the following:
Marginal note:Annual statement — distribution
334. (1) A company shall, no later than 21 days before the date of each annual meeting or before the signing of a resolution under paragraph 158(1)(b) in lieu of the annual meeting and unless that time period is waived by the shareholder or policyholder, send
(a) to each shareholder a copy of the documents referred to in paragraphs 331(1)(a) and (b) to (e) and subsection 331(3) and, on request, the document referred to in paragraph 331(1)(a.1); and
(b) to each policyholder who is entitled under paragraph 143(1)(b) to receive notice of the meeting a copy of the documents referred to in subsections 331(1) and (3).
287. (1) The portion of paragraph 338(2)(b) of the Act before subparagraph (ii) is replaced by the following:
(b) a person is deemed not to be independent of a company if that person, a business partner of that person or a firm of accountants of which that person is a member
(i) is a business partner, director, officer or employee of the company or of any affiliate of the company or is a business partner of any director, officer or employee of the company or of any affiliate of the company,
(2) Section 338 of the Act is amended by adding the following after subsection (2):
Marginal note:Business partners
(2.1) For the purposes of subsection (2),
(a) in the case of the appointment of a natural person as the auditor of a company, a business partner of the person includes a shareholder of the business partner; and
(b) in the case of the appointment of a firm of accountants as the auditor of a company, a business partner of a member of the firm includes another member of the firm and a shareholder of the firm or of a business partner of the member.
288. Subsection 344(2) of the Act is replaced by the following:
Marginal note: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 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.
Marginal note:Statements to be sent
(2) The 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 policyholders, to every policyholder entitled under paragraph 143(1)(b) to receive notice of an annual meeting of shareholders and policyholders and to the Superintendent.
289. Paragraph 351(2)(d) of the Act is replaced by the following:
(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.
290. Paragraph 371(2)(a) of the Act is replaced by the following:
(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;
291. Subsection 374(1) of the French version of the Act is replaced by the following:
Marginal note:Absence de cautionnement
374. (1) Les plaignants ne sont pas tenus de fournir de cautionnement pour les frais.
292. Paragraph 387(b) of the French version of the Act is replaced by the following:
b) nommer un liquidateur en exigeant ou non un cautionnement, fixer sa rémunération et le remplacer;
293. Section 392 of the Act is replaced by the following:
Marginal note:Due diligence
392. A liquidator is not liable if they exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on
(a) financial statements of the company represented to the liquidator by an officer of the company or in a written report of the auditor of the company fairly to reflect the financial condition of the company; or
(b) a report of a person whose profession lends credibility to a statement made by them.
Marginal note:1991, c. 47, par. 758(d); 2001, c. 9, s. 408
294. Section 414 of the Act is replaced by the following:
Marginal note:Exemption by Minister
414. (1) On application by a company and subject to any terms and conditions that the Minister considers appropriate, the Minister may by order exempt the company from the requirements of section 411 if the Minister considers it appropriate to do so.
Marginal note:Compliance with section 411
(2) The company shall comply with section 411 as of the day on which the exemption order expires.
Marginal note:Limit on assets
(3) If a company fails to comply with section 411 on the day referred to in subsection (2), it shall not, until it complies with that section, have average total assets in any three month period ending on the last day of a subsequent month exceeding its average total assets in the three month period ending on the last day of the month immediately preceding the day referred to in subsection (2) or on any later day that the Minister may specify by order.
Marginal note:Application of s. 412(2)
(4) Subsection 412(2) applies for the purposes of subsection (3).
Marginal note:Continuation of exemption
414.1 (1) Despite subsection 414(2), if an exemption order that was granted in respect of a company under subsection 414(3) as it read before the day on which this section comes into force provides that it expires if the holding body corporate ceases to comply with section 411, the company is not required to comply with that section until six months after the day on which the holding body corporate ceased to comply with that section if the failure to comply is as a result of
(a) a distribution to the public of voting shares of the holding body corporate;
(b) a redemption or purchase of voting shares of the holding body corporate;
(c) the exercise of any option to acquire voting shares of the holding body corporate; or
(d) the conversion of any convertible securities into voting shares of the holding body corporate.
Marginal note:Shares acquiring voting rights
(2) Despite subsection 414(2), if as a result of an event that has occurred and is continuing shares of a holding body corporate referred to in subsection (1) acquire voting rights in such number as to cause the holding body corporate to no longer be in compliance with section 411, the company is not required to comply with that section until six months after the day on which the holding body corporate ceased to comply with that section or any later day that the Minister may by order specify.
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