An Act to amend certain Acts in relation to financial institutions (S.C. 2005, c. 54)
Full Document:
Assented to 2005-11-25
Marginal note:2001, c. 9, s. 465
316. (1) Subsections 771(1) and (2) of the Act are replaced by the following:
Marginal note:Notice of refusal
771. (1) If an insurance holding company refuses to attach a proposal to a notice of a meeting, it shall in writing notify the person submitting the proposal of its intention not to attach the proposal and of the reasons for the refusal. It shall notify the person within the prescribed period after either the day on which it receives the proposal or, if it has requested proof under subsection 770(1.4), the day on which it receives the proof.
Marginal note:Application to court
(2) On the application of a person submitting a proposal who claims to be aggrieved by an insurance holding company’s refusal under subsection (1), a court may restrain the holding of the meeting at which the proposal is sought to be presented and make any further order that it thinks fit.
Marginal note:2001, c. 9, s. 465
(2) Subsection 771(3) of the French version of the Act is replaced by the following:
Marginal note:Demande de la société
(3) La société ou toute personne qui prétend qu’une proposition lui cause un préjudice peut demander au tribunal une ordonnance autorisant la société à ne pas l’annexer à l’avis de l’assemblée; le tribunal, s’il est convaincu que le paragraphe 770(5) s’applique, peut rendre en l’espèce la décision qu’il estime pertinente.
Marginal note:2001, c. 9, s. 465
317. (1) Subsections 772(1) to (3) of the Act are replaced by the following:
Marginal note:List of shareholders entitled to notice
772. (1) An insurance holding company shall prepare an alphabetical list of shareholders entitled to receive notice of a meeting, showing the number of shares held by each shareholder
(a) if a record date is fixed under paragraph 766(1)(c), no later than 10 days after that date; and
(b) if no record date is fixed, on the record date determined under paragraph 766(2)(a).
Marginal note:Voting list
(2) The insurance holding company shall prepare an alphabetical list of shareholders entitled to vote as of the record date showing the number of shares held by each shareholder
(a) if a record date is fixed under paragraph 766(1)(d), no later than 10 days after that date; and
(b) if no record date is fixed under paragraph 766(1)(d), no later than 10 days after a record date is fixed under paragraph 766(1)(c) or no later than the record date determined under paragraph 766(2)(a), as the case may be.
Marginal note:Entitlement to vote
(3) Subject to section 793, a shareholder whose name appears on a list prepared under subsection (2) is entitled to vote the shares shown opposite their name.
Marginal note:2001, c. 9, s. 465
(2) The portion of subsection 772(4) of the Act before paragraph (a) is replaced by the following:
Marginal note:Examination of list
(4) A shareholder may examine the list of shareholders
318. Section 778 of the Act is amended by adding the following after subsection (2):
Marginal note:Electronic voting
(3) Despite subsection (1) and unless the by-laws provide otherwise, any vote referred to in that subsection may be held entirely by means of a telephonic, electronic or other communication facility if the insurance holding company makes one available.
Marginal note:Voting while participating electronically
(4) Unless the by-laws provide otherwise, any person who is participating in a meeting of shareholders under subsection 764(2) and entitled to vote at that meeting may vote by means of the telephonic, electronic or other communication facility that the insurance holding company has made available for that purpose.
Marginal note:Regulations
(5) The Governor in Council may make regulations respecting the manner of and conditions for voting at a meeting of shareholders by means of a telephonic, electronic or other communication facility.
319. Section 779 of the Act is amended by adding the following after subsection (2):
Marginal note:Evidence
(3) Unless a ballot is demanded, an entry in the minutes of a meeting that the chairperson declared a resolution to be carried or defeated is in the absence of evidence to the contrary proof of that fact without proof of the number or proportion of votes recorded in favour of or against the resolution.
Marginal note:2001, c. 9, s. 465
320. Paragraph 780(3)(a) of the Act is replaced by the following:
(a) a record date has been fixed under paragraph 766(1)(c) and notice of it has been given under subsection 766(3);
Marginal note:2001, c. 9, s. 465
321. Subsections 781(1) and (2) of the Act are replaced by the following:
Marginal note:Court may order meeting to be called
781. (1) A court may, on the application of a director, a shareholder who is entitled to vote at a meeting of shareholders or the Superintendent, order a meeting to be called, held or conducted in the manner that the court directs if
(a) it is impracticable to call the meeting within the time or in the manner in which it is to be called;
(b) it is impracticable to conduct the meeting in the manner required by this Part or the by-laws; or
(c) the court thinks that the meeting ought to be called, held or conducted within the time or in the manner that it directs for any other reason.
Marginal note:2001, c. 9, s. 465
322. (1) The definition “registrant” in section 785 of the Act is repealed.
Marginal note:2001, c. 9, s. 465
(2) The definition ““solicit” or “solicitation”” in section 785 of the Act is replaced by the following:
“solicitation”
« sollicitation »
“solicitation”
(a) includes
(i) a request for a proxy whether or not accompanied by a form of proxy,
(ii) a request to execute or not to execute a form of proxy or to revoke a proxy,
(iii) the sending of a form of proxy or other communication to a shareholder under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy, and
(iv) the sending of a form of proxy to a shareholder under subsection 788(1); but
(b) does not include
(i) the sending of a form of proxy in response to an unsolicited request made by or on behalf of a shareholder,
(ii) the performance of administrative acts or professional services on behalf of a person soliciting a proxy,
(iii) the sending by an intermediary of the documents referred to in subsection 791(1),
(iv) a solicitation by a person in respect of shares of which they are the beneficial owner,
(v) a prescribed public announcement by a shareholder of how they intend to vote and the reasons for that decision,
(vi) a communication for the purposes of obtaining the support of persons in accordance with paragraph 770(1.1)(b), or
(vii) a communication, other than a solicitation by or on behalf of the management of an insurance holding company, that is made to shareholders in the prescribed circumstances.
(3) Section 785 of the Act is amended by adding the following in alphabetical order:
“intermediary”
« intermédiaire »
“intermediary” means a person who holds a security on behalf of another person who is not the registered holder of the security, and includes
(a) a securities broker or dealer required to be registered to trade or deal in securities under the laws of any jurisdiction;
(b) a securities depositary;
(c) a financial institution;
(d) in respect of a clearing agency, a securities dealer, trust company, association within the meaning of section 2 of the Cooperative Credit Associations Act, bank or other person, including another clearing agency, on whose behalf the clearing agency or its nominee holds securities of an issuer;
(e) a trustee or administrator of a self-administered retirement savings plan, retirement income fund or education savings plan or another similar self-administered savings or investment plan that is registered under the Income Tax Act;
(f) a nominee of a person referred to in any of paragraphs (a) to (e); and
(g) a person who performs functions similar to those performed by a person referred to in any of paragraphs (a) to (e) and holds a security registered in their name, or in the name of their nominee, on behalf of another person who is not the registered holder of the security.
Marginal note:2001, c. 9, s. 465
323. Subsection 788(2) of the Act is replaced by the following:
Marginal note:Exception
(2) The management of an insurance holding company is not required to send a form of proxy under subsection (1) if the insurance holding company
(a) is not a distributing insurance holding company; and
(b) has 50 or fewer shareholders who are entitled to vote at a meeting, two or more joint holders of a share being counted as one shareholder.
324. Section 789 of the Act is amended by adding the following after subsection (1):
Marginal note:Exceptions
(1.1) Despite paragraph (1)(b), it is not necessary to send a dissident’s proxy circular if
(a) the total number of shareholders whose proxies are solicited is 15 or fewer, two or more joint holders of a share being counted as one shareholder; or
(b) the solicitation is conveyed by public broadcast, speech or publication and the prescribed requirements are complied with.
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