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

Consumer and Commercial Lending by Foreign Property and Casualty Companies and Foreign Marine Companies

Marginal note:Lending limit — foreign property and casualty companies and foreign marine companies

617 The total accepted value of the commercial loans and loans to natural persons vested in trust by a foreign property and casualty company, or a foreign marine company, shall not at any time exceed the prescribed percentage of the value of its assets in Canada.

Real Property

Marginal note:Limit on total property interest — foreign life companies

• 618 (1) The total accepted value of interests in real property vested in trust by a foreign life company for the classes of life insurance, accident and sickness insurance, credit protection insurance and other approved products insurance shall not at any time exceed the prescribed percentage of the value of its assets in Canada for those classes.

• Marginal note:Limit on total property interest — foreign composite companies

  (2) The total accepted value of interests in real property vested in trust by a foreign life company for the classes of insurance other than life insurance, accident and sickness insurance, credit protection insurance and other approved products insurance, shall not at any time exceed the prescribed percentage of the value of its assets in Canada for those classes.

• Marginal note:Limit on total property interest — foreign property and casualty companies and foreign marine companies

  (3) The total accepted value of interests in real property vested in trust by a foreign property and casualty company, or a foreign marine company, shall not at any time exceed the prescribed percentage of the value of its assets in Canada.

Equities

Marginal note:Limit on equity acquisitions — foreign life companies

• 619 (1) The total accepted value of the participating shares, within the meaning of Part IX, of any body corporate and any ownership interests, howsoever designated, in any unincorporated entities vested in trust by a foreign life company for the classes of life insurance, accident and sickness insurance, credit protection insurance and other approved products insurance shall not at any time exceed the prescribed percentage of the value of its assets in Canada for those classes.

• Marginal note:Limit on equity acquisitions — foreign composite companies

  (2) The total accepted value of the participating shares, within the meaning of Part IX, of any body corporate and any ownership interests, howsoever designated, in any unincorporated entities vested in trust by a foreign life company for the classes of insurance, other than life insurance, accident and sickness insurance, credit protection insurance and other approved products insurance, shall not at any time exceed the prescribed percentage of the value of its assets in Canada for those classes.

• Marginal note:Limit on equity acquisitions — foreign property and casualty companies and foreign marine companies

  (3) The total accepted value of the participating shares, within the meaning of Part IX, of any body corporate and any ownership interests, howsoever designated, in any unincorporated entities vested in trust by a foreign property and casualty company, or a foreign marine company, shall not at any time exceed the prescribed percentage of the value of its assets in Canada.

Aggregate Limit

Marginal note:Limit on aggregate value

620 The aggregate value of each of the following total accepted values, namely,

• (a) the total accepted values referred to in subsections 618(1) and 619(1),

• (b) the total accepted values referred to in subsections 618(2) and 619(2), and

• (c) the total accepted values referred to in subsections 618(3) and 619(3),

shall not at any time exceed the respective prescribed percentage of the value of the assets in Canada.

Self-dealing

Marginal note:Prohibited transactions

621 A foreign company shall not vest in trust any asset in accordance with this Part if the asset was acquired through a transaction that at the time of acquisition would be prohibited for a company pursuant to section 521.

Marginal note:Exception

622 A foreign company may vest in trust an asset if the asset was acquired through a transaction described in any of sections 524 to 533 and

• (a) the transaction was entered into on terms and conditions that are at least as favourable to the foreign company as market terms and conditions, as defined in subsection 534(2); and

• (b) the foreign company files a notice of the vesting with the Superintendent on vesting the asset in trust.

Actuaries

Appointment

Marginal note:Appointment of actuary

• 623 (1) A foreign company that is required by this Act to provide the Superintendent with the report of an actuary shall without delay appoint a person to be the actuary of the foreign company for its insurance business in Canada.

• Marginal note:Notice of appointment

  (2) A foreign company shall, forthwith after the appointment of an actuary of the foreign company, notify the Superintendent in writing of the appointment.

624 [Repealed, 1997, c. 15, s. 318]

Marginal note:Chief agent

• 624.1 (1) The chief agent of a foreign company may not be appointed as or hold the position of actuary of the foreign company unless authorized in writing by the Superintendent.

• Marginal note:Duration of authorization

  (2) An authorization under subsection (1) ceases to be in effect on the day specified therein but not later than the day that is six months after it is issued, and a person appointed or holding the position of actuary pursuant to the authorization shall not hold that position after that day.

Vacancies

Marginal note:Revocation of appointment

• 625 (1) A foreign company may revoke the appointment of the actuary of the foreign company.

• Marginal note:Notice of revocation

  (2) A foreign company shall, forthwith after the revocation of the appointment of the actuary of the foreign company, notify the Superintendent in writing of the revocation.

Marginal note:Ceasing to hold office

• 626 (1) A person ceases to hold office as the actuary of a foreign company when

  • (a) the person resigns as actuary of the foreign company;

  • (b) the person ceases to be an actuary;

  • (c) the person dies; or

  • (d) the appointment of the person as actuary of the foreign company is revoked by the foreign company.

• Marginal note:Effective date of resignation

  (2) The resignation of an actuary of a foreign company becomes effective at the time a written resignation is sent to the foreign company or at the time specified in the resignation, whichever is later.

• Marginal note:Filling vacancy

  (3) Where a vacancy occurs in the office of actuary of a foreign company, the foreign company shall forthwith notify the Superintendent in writing of the vacancy and fill the vacancy.

Marginal note:Statement of actuary

• 627 (1) An actuary of a foreign company who resigns or whose appointment is revoked shall submit to the chief agent of the foreign company and the Superintendent a written statement of the circumstances and reasons why the actuary resigned or why, in the actuary’s opinion, the actuary’s appointment was revoked.

• Marginal note:Duty of replacement actuary

  (2) Where an actuary of a foreign company resigns or the appointment of an actuary of a foreign company is revoked, no person shall accept an appointment or consent to be appointed as actuary of the foreign company before requesting and receiving from the other actuary the written statement referred to in subsection (1).

• Marginal note:Exception

  (3) A person may accept an appointment or consent to be appointed as actuary of a company if no reply is received from the other actuary within fifteen days after a request under subsection (2) is made.

• Marginal note:Effect of non-compliance

  (4) Unless subsection (3) applies, an appointment as actuary of a company is void if subsection (2) is not complied with.

Valuations and Reports

Marginal note:Right to information

• 628 (1) On the request of the actuary of a foreign company, the present or former directors, chief agents, officers, employees or representatives of the foreign company shall, to the extent that they are reasonably able to do so,

  • (a) permit access to such records held by the foreign company, and

  • (b) provide such information and explanations

  as are, in the opinion of the actuary, necessary to enable the actuary to perform the duties of actuary of the foreign company.

• Marginal note:No civil liability

  (2) A person who in good faith makes an oral or written communication under subsection (1) shall not be liable in any civil action arising from having made the communication.

Marginal note:Actuary’s valuation

• 629 (1) The actuary of a foreign company shall value

  • (a) the actuarial and other policy liabilities of the foreign company with respect to its insurance business in Canada as at the end of a financial year; and

  • (b) any other matters specified in any direction that may be made by the Superintendent.

• Marginal note:Actuarial practices

  (2) An actuary’s valuation shall be in accordance with generally accepted actuarial practice with such changes as may be determined by the Superintendent and any additional directions that may be made by the Superintendent.

Marginal note:Superintendent may appoint actuary

• 629.1 (1) The Superintendent may appoint an actuary to value the matters referred to in paragraph 629(1)(a) or (b) in relation to a foreign company if the Superintendent is of the opinion that the appointment is necessary. That actuary may not be an actuary of the foreign company.

• Marginal note:Expenses payable by foreign company

  (2) The expenses incurred in carrying out a valuation under subsection (1) are payable by the foreign company on being approved in writing by the Superintendent.

Marginal note:Report to chief agent

630 The actuary of a foreign company shall meet with the chief agent of the foreign company at least once during each financial year in order to report, in accordance with generally accepted actuarial practice, on the financial position of the insurance business in Canada of the foreign company, and, where a direction that may be made by the Superintendent so specifies, the expected future financial condition of the foreign company as it affects its insurance business in Canada.

Marginal note:Report to chief agent

• 631 (1) The actuary of a foreign company shall report in writing to the chief agent of the foreign company any matters that have come to the actuary’s attention in the course of carrying out the duties of the actuary and that in the actuary’s opinion have material adverse effects on the financial condition of the foreign company with respect to its insurance business in Canada and require rectification.

• Marginal note:Transmission of report

  (2) An actuary of a foreign company who makes a report under subsection (1) shall forthwith provide a copy of it to the directors of the foreign company and to any person designated by them as responsible for the insurance business in Canada of the foreign company.

• Marginal note:Failure to take action

  (3) Where, in the opinion of the actuary of the foreign company, suitable action is not taken to rectify the matters referred to in subsection (1), the actuary shall forthwith provide a copy of the report to the Superintendent and advise the chief agent of the foreign company that the actuary has done so.

Qualified Privilege

Marginal note:Qualified privilege for statements

• 632 (1) Any oral or written statement or report made under this Act by the actuary or former actuary of a foreign company has qualified privilege.

• Marginal note:No civil liability

  (2) The actuary or a former actuary of a foreign company who in good faith makes an oral or written statement under subsection 627(1) or section 631 shall not be liable in any civil action seeking indemnification for damages attributable to the actuary or former actuary having made the statement or report.

Auditors

Interpretation

Marginal note:Definitions

632.1 In sections 634 to 643, the expressions firm of accountants and member have the meanings assigned to those expressions by section 336.

Appointment

Marginal note:Appointment of auditor

• 633 (1) A foreign company shall appoint an auditor for its insurance business in Canada.

• Marginal note:Notice of appointment

  (2) A foreign company shall, forthwith after the appointment of the auditor of the foreign company, notify the Superintendent in writing of the appointment.

Qualifications

Marginal note:Qualification of auditor

• 634 (1) A natural person or firm of accountants is qualified to be an auditor of a foreign company if

  • (a) in the case of a natural person, the person is an accountant who

    • (i) is a member in good standing of an institute or association of accountants incorporated by or under an Act of the legislature of a province,

    • (ii) has at least five years experience at a senior level in performing audits of a financial institution,

    • (iii) is ordinarily resident in Canada, and

    • (iv) is independent of the foreign company and its chief agent; and

  • (b) in the case of a firm of accountants, the member of the firm jointly designated by the firm and the foreign company to conduct the audit of the foreign company on behalf of the firm is qualified in accordance with paragraph (a).

• Marginal note:Independence

  (2) For the purposes of subsection (1),

  • (a) independence is a question of fact; and

  • (b) a person is deemed not to be independent of a foreign 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 foreign company or of any affiliate of the foreign company or is a business partner of any director, officer or employee of the foreign company or of any affiliate of the foreign company,

    • (ii) beneficially owns or controls, directly or indirectly, a material interest in the shares of the foreign company or of any affiliate of the foreign company, or

    • (iii) has been a liquidator, trustee in bankruptcy, receiver or receiver and manager of any affiliate of the foreign company within the two years immediately preceding the person’s proposed appointment as auditor of the foreign company.

• 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 foreign 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 foreign 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.

• Marginal note:Notice of designation

  (3) Within 15 days after the appointment of a firm of accountants as auditor of a foreign company, the foreign company and the firm of accountants shall jointly designate a member of the firm who meets the qualifications described in subsection (1) to conduct the audit of the foreign company on behalf of the firm and the foreign company shall without delay notify the Superintendent in writing of the designation.

• Marginal note:New designation

  (4) Where for any reason a member of a firm of accountants designated pursuant to subsection (3) ceases to conduct the audit of the foreign company, the foreign company and the firm of accountants may jointly designate another member of the same firm of accountants who meets the qualifications described in subsection (1) to conduct the audit of the foreign company and the foreign company shall forthwith notify the Superintendent in writing of the designation.

• Marginal note:Deemed vacancy

  (5) In any case where subsection (4) applies and a designation is not made pursuant to that subsection within thirty days after the designated member ceases to conduct the audit of the foreign company, there shall be deemed to be a vacancy in the office of auditor of the foreign company.