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. 183
84. Paragraph 676(1)(b) of the Act is replaced by the following:
(b) the province in which the head office of the bank holding company is to be situated; and
Marginal note:2001, c. 9, s. 183
85. Paragraph 699(b) of the Act is replaced by the following:
(b) the province in which the head office of the bank holding company is situated.
Marginal note:2001, c. 9, s. 183
86. (1) Subsection 706(1) of the Act is replaced by the following:
Marginal note:Shares issued in series
706. (1) The by-laws of a bank holding company may, subject to any limitations set out in them, authorize the issue of any class of shares in one or more series and may
(a) fix the maximum number of shares in each series and determine the designation, rights, privileges, restrictions and conditions attaching to them; and
(b) authorize the directors to do anything referred to in paragraph (a).
Marginal note:2001, c. 9, s. 183
(2) Subsection 706(5) of the Act is replaced by the following:
Marginal note:Material to Superintendent
(5) If the directors exercise their authority under paragraph (1)(b), the directors shall, before the issue of shares of the series, send to the Superintendent a copy of the by-law authorizing the directors to fix the rights, privileges, restrictions and conditions of those shares and shall provide the Superintendent with particulars of the proposed series of shares.
Marginal note:2001, c. 9, s. 183
87. Subsection 710(3) of the Act is replaced by the following:
Marginal note:Exception
(3) Despite subsection (2), a bank holding company may, subject to subsection (4), record in the stated capital account maintained for the shares of a class or series any part of the consideration it receives in an exchange if it issues shares
(a) in exchange for
(i) property of a person who immediately before the exchange did not deal with the bank holding company at arm’s length within the meaning of that expression in the Income Tax Act,
(ii) shares of or another interest in a body corporate that immediately before the exchange or because of it did not deal with the bank holding company at arm’s length within the meaning of that expression in the Income Tax Act, or
(iii) property of a person who immediately before the exchange dealt with the bank holding company at arm’s length within the meaning of that expression in the Income Tax Act if the person, the bank holding company and all of the holders of shares in the class or series of shares so issued consent to the exchange;
(b) under an agreement referred to in subsection 804(1); or
(c) to shareholders of an amalgamating body corporate who receive the shares in addition to or instead of securities of the amalgamated bank holding company.
Marginal note:2001, c. 9, s. 183
88. Subsection 716(1) of the French version of the Act is replaced by the following:
Marginal note:Exception — représentant personnel
716. (1) La société de portefeuille bancaire peut autoriser ses filiales à détenir, en qualité de représentant personnel, mais à condition de ne pas en avoir la propriété effective, soit des actions de la société ou d’une personne morale qui la contrôle, soit des titres de participation d’une entité non constituée en personne morale qui la contrôle.
89. The Act is amended by adding the following after section 716:
Marginal note:Exception — conditions before acquisition
716.1 (1) A bank holding company may permit its subsidiary to acquire shares of the bank holding company, shares of an entity that controls the bank holding company or any ownership interests of any unincorporated entity that controls the bank holding company if before the subsidiary acquires them the conditions prescribed for the purposes of this subsection are met.
Marginal note:Conditions after acquisition
(2) After a subsidiary has acquired shares or ownership interests in accordance with subsection (1), the conditions prescribed for the purposes of this subsection are to be met.
Marginal note:Non-compliance with conditions
(3) Despite section 665 and subsection 710(2), the issue and acquisition of the shares or ownership interests are subject to the prescribed requirements if
(a) the bank holding company permits the subsidiary to acquire the shares or ownership interests; and
(b) either
(i) a condition prescribed for the purposes of subsection (1) was not met, or
(ii) a condition prescribed for the purposes of subsection (2) was not met or ceased to be met.
Marginal note:2001, c. 9, s. 183
90. Paragraph 724(e) of the Act is replaced by the following:
(e) the reference to “subsections 137(5) to (7) and sections 138 to 141 and 145” in subsection 93(1) is to be read as a reference to “subsections 726(5) to (7) and sections 727 to 730 and 734”; and
Marginal note:2001, c. 9, s. 183
91. Section 725 of the Act is renumbered as subsection 725(1) and is amended by adding the following:
Marginal note:Participation by electronic means
(2) Unless the by-laws provide otherwise, any person who is entitled to attend a meeting of shareholders may participate in the meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting if the bank holding company makes one available. A person who is participating in a meeting by one of those means is deemed for the purposes of this Part to be present at the meeting.
Marginal note:Regulations
(3) The Governor in Council may make regulations respecting the manner of and conditions for participating in a meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.
Marginal note:2001, c. 9, s. 183
92. Subsections 726(2) to (5) of the Act are replaced by the following:
Marginal note:Order to delay calling annual meeting
(2) Despite subsection (1), the bank holding company may apply to the court for an order extending the time for calling an annual meeting.
Marginal note:Obligation to notify Superintendent
(3) The bank holding company shall give notice of the application to the Superintendent before any hearing concerning the application and shall provide the Superintendent with a copy of any order that is issued.
Marginal note:Superintendent’s right to appear
(4) The Superintendent is entitled to appear and be heard in person or by counsel at any hearing concerning the application.
Marginal note:Authority to fix record date
(5) The directors may in advance fix a record date, that is within the prescribed period, for the determination of shareholders for any purpose, including for a determination of which shareholders are entitled to
(a) receive payment of a dividend;
(b) participate in a liquidation distribution;
(c) receive notice of a meeting of shareholders; or
(d) vote at a meeting of shareholders.
Marginal note:Determination of record date
(6) If no record date is fixed,
(a) the record date for the determination of shareholders who are entitled to receive notice of a meeting of shareholders is
(i) at the close of business on the day immediately preceding the day on which the notice is given, or
(ii) if no notice is given, the day on which the meeting is held; and
(b) the record date for the determination of shareholders for any other purpose, other than to establish a shareholder’s right to vote, is at the close of business on the day on which the directors pass a resolution in respect of that purpose.
Marginal note:Notice of record date
(7) If a record date is fixed and unless notice of the record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the securities register at the close of business on the day on which the directors fix the record date, notice of the record date shall be given within the prescribed period by
(a) advertisement in a newspaper in general circulation in the place where the bank holding company’s head office is situated and in each place in Canada where the bank holding company has a transfer agent or where a transfer of its shares may be recorded; and
(b) written notice to each stock exchange in Canada on which the bank holding company’s shares are listed for trading.
Marginal note:2001, c. 9, s. 183
93. Subsection 727(1) of the Act is replaced by the following:
Marginal note:Notice of meeting
727. (1) Notice of the time and place of a meeting of shareholders of a bank holding company shall be sent within the prescribed period to
(a) each shareholder entitled to vote at the meeting;
(b) each director;
(c) the auditor of the bank holding company; and
(d) the Superintendent.
Marginal note:Exception
(1.1) In the case of a bank holding company that is not a distributing bank holding company, notice may be sent within any shorter period specified in its by-laws.
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