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

Marginal note:Duty to resign

• 635 (1) An auditor who ceases to be qualified under section 634 shall resign forthwith after the auditor, where the auditor is a natural person, or any member of the firm of accountants, where the auditor is a firm of accountants, becomes aware that the auditor or the firm has ceased to be so qualified.

• Marginal note:Disqualification order

  (2) Any interested person may apply to a court for an order declaring that an auditor of a foreign company has ceased to be qualified under section 634 and declaring the office of auditor to be vacant.

Vacancies

Marginal note:Revocation of appointment

• 636 (1) A foreign company may revoke the appointment of an auditor of the foreign company.

• Marginal note:Idem

  (2) The Superintendent may at any time revoke the appointment of an auditor made under subsection (3) or section 633 or 638 by notice in writing signed by the Superintendent and sent by registered mail to the auditor and to the chief agent of the foreign company addressed to the usual place of business of the auditor and the chief agent.

• Marginal note:Filling vacancy

  (3) A vacancy created by the revocation of the appointment of an auditor under subsection (1) shall be filled by the foreign company under section 638.

Marginal note:Ceasing to hold office

• 637 (1) An auditor of a foreign company ceases to hold office when

  • (a) the auditor resigns;

  • (b) the auditor, where the auditor is a natural person, dies; or

  • (c) the appointment of the auditor is revoked by the foreign company or the Superintendent.

• Marginal note:Effective date of resignation

  (2) The resignation of an auditor 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

• 638 (1) Where a vacancy occurs in the office of auditor of a foreign company, the foreign company shall forthwith fill the vacancy.

• Marginal note:Where Superintendent may fill vacancy

  (2) Where the foreign company fails to fill a vacancy in accordance with subsection (1), the Superintendent may fill the vacancy.

• Marginal note:Designation of member of firm

  (3) Where the Superintendent has, pursuant to subsection (2), appointed a firm of accountants to fill a vacancy, the Superintendent shall designate the member of the firm who is to conduct the audit on behalf of the firm.

Marginal note:Statement of auditor

639 An auditor of a foreign company who

• (a) resigns, or

• (b) receives a notice or otherwise learns that another person is to be appointed in the auditor’s stead, whether because of the auditor’s resignation or revocation of appointment,

shall submit to the chief agent of the foreign company and the Superintendent a written statement giving the reasons for the resignation or the reasons why the auditor opposes any proposed action.

Marginal note:Duty of replacement auditor

• 640 (1) Where an auditor of a foreign company has resigned or the appointment of an auditor has been revoked, no person or firm shall accept an appointment or consent to be appointed as auditor of the foreign company until the person or firm has requested and received from the other auditor a written statement of the circumstances and reasons why the other auditor resigned or why, in the other auditor’s opinion, the other auditor’s appointment was revoked.

• Marginal note:Exception

  (2) Notwithstanding subsection (1), a person or firm may accept an appointment or consent to be appointed as auditor of a foreign company if, within fifteen days after a request under that subsection is made, no reply from the other auditor is received.

• Marginal note:Effect of non-compliance

  (3) Unless subsection (2) applies, an appointment as auditor of a foreign company is void if subsection (1) has not been complied with.

Examinations and Reports

Marginal note:Auditor’s examination

• 641 (1) The auditor of a foreign company shall make such examination as the auditor considers necessary to enable the auditor to report on the annual return required by subsection 665(2) and on other financial statements required by this Act to be filed with the Superintendent.

• Marginal note:Auditing standards

  (2) The auditor’s examination referred to in subsection (1) shall, except as otherwise specified by the Superintendent, be conducted in accordance with generally accepted auditing standards, the primary source of which is the Handbook of the Chartered Professional Accountants of Canada.

• Marginal note:Reliance on actuary

  (3) An auditor of a foreign company may, in conducting the examination referred to in subsection (1), use the valuation by the actuary of the foreign company of

  • (a) the actuarial and other policy liabilities of the foreign company as at the end of a financial year; and

  • (b) the increase in the actuarial liabilities of the foreign company for a financial year.

Marginal note:Right to information

• 642 (1) On the request of the auditor of a foreign company, the present or former chief agents, directors, 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, assets and security held by the foreign company, or any entity in which the foreign company has a substantial investment, in respect of the insurance business in Canada of the foreign company, and

  • (b) provide such information and explanations

  as are, in the opinion of the auditor, necessary to enable the auditor to perform the duties of auditor 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:Auditor’s report and extended examination

• 643 (1) The Superintendent may, in writing, require that the auditor of a foreign company report to the Superintendent on the extent of the auditor’s procedures in the examination of the annual return and may, in writing, require that the auditor enlarge or extend the scope of that examination or direct that any other particular procedure be performed in any particular case, and the auditor shall comply with any such requirement of the Superintendent and report to the Superintendent thereon.

• Marginal note:Special examination

  (2) In respect of the insurance business in Canada of a foreign company, the Superintendent may, in writing, require that the auditor of the foreign company make a particular examination relating to the adequacy of the procedures adopted by the foreign company for the safety of its creditors and policyholders, or any other examination that, in the Superintendent’s opinion, the public interest may require, and report to the Superintendent on the examination.

• Marginal note:Idem

  (3) In respect of the insurance business in Canada of a foreign company, the Superintendent may direct that a special audit of the foreign company be made if, in the opinion of the Superintendent, it is so required and may appoint for that purpose an accountant or a firm of accountants qualified pursuant to subsection 634(1) to be an auditor of the foreign company.

• Marginal note:Expenses payable by foreign company

  (4) The expenses entailed by any examination or audit referred to in any of subsections (1) to (3) are payable by the foreign company on being approved in writing by the Superintendent.

Marginal note:Auditor’s report

• 644 (1) The auditor of a foreign company shall, not later than the earlier of May 31 in each year and the day in each year on which the auditor is required to make a report under the laws under which the foreign company is incorporated, make a report to the chief agent in writing on the annual return required by subsection 665(2).

• Marginal note:Auditor’s opinion

  (2) In each report required under subsection (1), the auditor shall state whether, in the auditor’s opinion, the annual return presents fairly, in accordance with the accounting principles referred to in subsection 331(4), the financial position of the insurance business in Canada of the foreign 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 insurance business in Canada of the foreign company for that financial year.

• Marginal note:Auditor’s remarks

  (3) In each report referred to in subsection (2), the auditor shall include such remarks as the auditor considers necessary when

  • (a) the examination has not been made in accordance with the auditing standards referred to in subsection 641(2);

  • (b) the annual return has not been prepared on a basis consistent with that of the preceding financial year; or

  • (c) the annual return does not present fairly, in accordance with the accounting principles referred to in subsection 331(4), the financial position of the insurance business in Canada of the foreign company as at the end of the financial year to which it relates or the results of the operations or changes in the financial position of the foreign company for that financial year.

Marginal note:Report to chief agent

• 645 (1) It is the duty of the auditor of a foreign company to report in writing to the chief agent of the foreign company any transactions or conditions in respect of the insurance business in Canada of the foreign company that have come to the auditor’s attention affecting the well-being of the foreign company that in the auditor’s opinion are not satisfactory and require rectification and, without restricting the generality of the foregoing, the auditor shall, as occasion requires, make a report to the chief agent in respect of transactions in respect of the insurance business in Canada of the foreign company that have come to the auditor’s attention and that in the auditor’s opinion have not been within the powers of the foreign company.

• Marginal note:Transmission of report

  (2) Where the auditor of a foreign company makes a report under subsection (1), the auditor shall, at the time of transmitting the report to the chief agent provide the Superintendent with a copy of the report.

Qualified Privilege

Marginal note:Qualified privilege for statements

646 Any oral or written statement or report made under this Act by the auditor or a former auditor of a foreign company has qualified privilege.

Records

Marginal note:Records

• 647 (1) A foreign company shall prepare and maintain

  • (a) copies of all orders of the Superintendent in relation to the foreign company;

  • (b) accounting records respecting its insurance business in Canada; and

  • (c) with respect to its insurance business in Canada, records showing, for each customer of, or claimant under a policy issued by, the foreign company, the amount owing to the foreign company and the nature of the liabilities of the foreign company to the customer or claimant.

• Marginal note:Standards for record keeping

  (2) The records described in paragraphs (1)(b) and (c) shall be kept in a manner that enables the chief agent of the foreign company to provide the Superintendent with the information required by section 664 and with the annual return required by subsection 665(2).

• Marginal note:Place of records

  (3) The records described in subsection (1) shall be kept at the chief agency of the foreign company.

• Marginal note:Exception

  (4) Subject to subsection 268(1.1), subsection (3) does not apply to a foreign company incorporated or formed otherwise in a country or territory other than Canada in which a trade agreement listed in Schedule IV of the Bank Act is applicable or that is a subsidiary of a regulated foreign entity.

Marginal note:Examination of books

648 The Superintendent may examine the books, vouchers, receipts and other documents of a foreign company relating to its insurance business in Canada for the purpose of verifying information provided to the Superintendent pursuant to section 664 or 665.

Marginal note:Sections 266 to 270 apply

649 Section 266 to 270 apply, with such modifications as the circumstances require, to foreign companies.

Release of Assets

Marginal note:Application for release of assets in Canada

650 A foreign company that proposes to cease to insure in Canada risks may apply to the Superintendent for the release of its assets in Canada.

Marginal note:Conditions of release

651 Except as otherwise provided in this Act, the Superintendent may, by order, authorize the release of the assets in Canada of a foreign company if the foreign company

• (a) has, in respect of its policies,

  • (i) obtained their surrender,

  • (ii) transferred them,

  • (iii) caused itself to be reinsured, on an assumption basis, against the risks undertaken under them, or

  • (iv) otherwise discharged its liabilities under them, or provided for their discharge in a manner satisfactory to the Superintendent;

• (b) has discharged all of its obligations, other than liabilities under its policies, or provided for them in a manner satisfactory to the Superintendent; and

• (c) has provided the Superintendent with proof of the publication, for four consecutive weeks, in the Canada Gazette and in at least one newspaper of general circulation at or near the place where the chief agency of the foreign company is situated, of a notice that it will apply to the Superintendent for the release of its assets in Canada on a day specified in the notice, which must be at least six weeks after the date of the notice, and calling on its creditors and policyholders opposing that release to file their opposition with the Superintendent on or before the day.

Marginal note:Release of assets to liquidator

652 Despite sections 650 and 651, the assets in Canada of a foreign company that is in liquidation may, on the order of any court having jurisdiction under the Winding-up and Restructuring Act, be released to the liquidator.

Marginal note:Revocation of order

653 The Superintendent may revoke the order made under subsection 574(1) in respect of a foreign company if in the opinion of the Superintendent the foreign company is not insuring in Canada risks, or if the foreign company does not

• (a) provide information to the Superintendent as required by section 664;

• (b) provide the annual return to the Superintendent as required by section 665;

• (c) permit the examination authorized by section 648 or 674; or

• (d) provide any information in its possession or control that is requested for the purpose of any such examination.