Bill C-8

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Sections 85 to 139 apply	763. Sections 85 to 139 apply in respect of insurance holding companies, subject to the following:
	(a) references to ``company'' in those sections are to be read as references to ``insurance holding company'';
	(b) references to ``this Act'' in those sections are to be read as references to ``this Part'';
	(c) references to ``Part VII'' in those sections are to be read as references to ``Division 7 of Part XVII'';
	(d) references to ``this Part'' in those sections are to be read as references to ``this Division'';
	(e) paragraph 92(1)(a) is to be read without reference to the words ``other than section 427'';
	(f) the reference to ``sections 142 to 145 and section 149'' in subsection 97(1) is to be read as a reference to ``sections 766 to 769 and 772''; and
	(g) the reference to ``section 75 or 81'' in subsection 101(3) is to be read as a reference to ``section 754 or 759''.
	DIVISION 6
	CORPORATE GOVERNANCE
	Subdivision 1
	Shareholders
	Place of Meetings
Place of meetings	764. Meetings of shareholders of an insurance holding company shall be held at the place within Canada provided for in the by-laws of the insurance holding company or, in the absence of any such provision, at the place within Canada that the directors determine.
	Calling Meetings
Calling meetings	765. The directors of an insurance holding company
	(a) shall, after the meeting called under subsection 740(1), call the first annual meeting of shareholders of the insurance holding company, which meeting must be held not later than six months after the end of the first financial year of the insurance holding company;
	(b) shall subsequently call an annual meeting of shareholders, which meeting must be held not later than six months after the end of each financial year; and
	(c) may at any time call a special meeting of shareholders.
	Record Dates
Fixing record date	766. (1) For the purpose of determining
	(a) shareholders entitled to receive payment of a dividend,
	(b) shareholders entitled to participate in a liquidation distribution, or
	(c) who is a shareholder for any other purpose except the right to receive notice of, or to vote at, a meeting,
	the directors may fix in advance a date as the record date for the determination of shareholders, but the record date so fixed shall not precede by more than fifty days the particular action to be taken.
Record date for meetings	(2) For the purpose of determining shareholders entitled to receive notice of a meeting of shareholders, the directors may fix in advance a date as the record date for the determination of shareholders, but the record date so fixed shall not precede the date on which the meeting is to be held by more than fifty days or less than twenty-one days.
No record date fixed under subsection (1)	(3) If no record date is fixed under subsection (1) for the determination of shareholders for any purpose for which a record date could have been fixed under that subsection, the record date for the determination of shareholders for that purpose is the date on which the directors pass the resolution relating to that purpose.
No record date fixed for shareholders under subsection (2)	(4) If no record date is fixed under subsection (2) for the determination of shareholders entitled to receive notice of a meeting, the record date for the determination of shareholders entitled to receive notice of, or to vote at, that meeting is
	(a) the day immediately before the day on which the notice is given; or
	(b) if no notice is given, the day on which the meeting is held.
Notice of record date	(5) Subject to subsection (6), where a record date is fixed for the determination of shareholders for any purpose, notice of the record date shall, not less than seven days before the record date, be given
	(a) by advertisement in a newspaper in general circulation in the place where the head office of the insurance holding company is situated and in each place in Canada where the insurance holding company has a transfer agent or where a transfer of the insurance holding company's shares may be recorded; and
	(b) by written notice to each stock exchange, if any, in Canada on which the shares of the insurance holding company are listed for trading.
Exception	(6) Notice of a record date need not be given where the requirement to give the notice is waived in writing by every holder of a share of the class or series affected by the fixing of the record date whose name is set out in the central securities register at the close of business on the day on which the directors fix the record date.
	Notices of Meetings
Notice of meeting	767. (1) Notice of the time and place of a meeting of shareholders of a company shall be sent not less than twenty-one days or more than fifty days before the meeting to
	(a) each shareholder entitled to vote at the meeting;
	(b) each director; and
	(c) the auditor of the insurance holding company.
Number of eligible votes	(2) An insurance holding company in respect of which subsection 927(4) applies shall set out in the notice of a meeting the number of eligible votes, as defined under subsection 793(1), that may be cast at the meeting as of the record date for determining the shareholders entitled to receive the notice of meeting, or, if there are to be separate votes of shareholders at the meeting, the number of eligible votes, as defined in that subsection, in respect of each separate vote to be held at the meeting.
Waiver of notice	(3) An insurance holding company is not required under subsection (1) to send to a person notice of a meeting if the person waives notice of the meeting. That waiver may be in any manner.
Attendance constitutes waiver	(4) A person who attends a meeting of shareholders is deemed to have waived notice of the meeting, except where the person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
Publication in newspaper	(5) In addition to the notice required under subsection (1), where any class of shares of an insurance holding company is publicly traded on a recognized stock exchange in Canada, notice of the time and place of the meeting of shareholders shall be published once a week for at least four consecutive weeks before the date of the meeting in a newspaper in the place where the head office of the insurance holding company is situated and in each place in Canada where the insurance holding company has a transfer agent or where a transfer of the insurance holding company's shares may be recorded.
When notice not required	(6) A notice of a meeting of shareholders is not required to be sent to shareholders who are not registered on the records of the insurance holding company or its transfer agent on the record date fixed or determined under subsection 766(2) or (4).
Effect of default	(7) Failure to receive a notice of a meeting of shareholders does not deprive a shareholder of the right to vote at the meeting.
Notice of adjourned meeting	768. (1) If a meeting of shareholders is adjourned for less than thirty days, it is not necessary, unless the by-laws otherwise provide, to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned.
Notice after longer adjournment	(2) If a meeting of shareholders is adjourned by one or more adjournments for a total of thirty days or more, notice of the continuation of the meeting shall be given as for an original meeting but, unless the meeting is adjourned by one or more adjournments for a total of more than ninety days, subsection 788(1) does not apply.
Special business	769. (1) All matters dealt with at a special meeting of shareholders or at an annual meeting of shareholders are deemed to be special business, except that special business does not include consideration of
	(a) the financial statements;
	(b) the auditor's report;
	(c) the election of directors; or
	(d) the remuneration of directors and reappointment of the incumbent auditor.
Notice of special business	(2) Notice of a meeting of shareholders at which special business is to be transacted must
	(a) state the nature of the special business in sufficient detail to permit a shareholder to form a reasoned judgment thereon; and
	(b) contain the text of any special resolution to be submitted to the meeting.
	Shareholder Proposals
Proposal	770. (1) A shareholder entitled to vote at an annual meeting of shareholders of an insurance holding company may
	(a) submit to the insurance holding company notice of any matter that the shareholder proposes to raise at the meeting; and
	(b) discuss at the meeting any matter in respect of which the shareholder would have been entitled to submit a proposal.
Circulation of proposal	(2) An insurance holding company shall attach any proposal of a shareholder submitted for consideration at a meeting of shareholders to the notice of the meeting.
Proponent's statement	(3) If so requested by a shareholder who submits a proposal to an insurance holding company, the insurance holding company shall attach to the notice of the meeting a statement by the shareholder of not more than two hundred words in support of the proposal and the name and address of the shareholder.
Nominations for directors	(4) A proposal may include nominations for the election of directors if the proposal is signed by one or more holders of shares representing in the aggregate not less than 5 per cent of the shares or 5 per cent of the shares of a class of shares of the insurance holding company entitled to vote at the meeting to which the proposal is to be presented.
Conditions precedent for proposals	(5) An insurance holding company is not required to comply with subsections (2) and (3) if
	(a) the proposal is not submitted to the insurance holding company at least ninety days before the anniversary date of the previous annual meeting of shareholders;
	(b) it clearly appears that the proposal is submitted by the shareholder primarily for the purpose of enforcing a personal claim or redressing a personal grievance against the insurance holding company or its directors, officers or security holders, or primarily for the purpose of promoting general economic, political, racial, religious, social or similar causes;
	(c) the insurance holding company, at the shareholder's request, attached a proposal to the notice of a meeting of shareholders held within two years preceding the receipt of the request, and the shareholder failed to present the proposal, in person or by proxy, at the meeting;
	(d) substantially the same proposal was submitted to shareholders in a dissident's proxy circular relating to, or was attached to the notice of, a meeting of shareholders held within two years preceding the receipt of the shareholder's request and the proposal was defeated; or
	(e) the rights conferred by subsections (1) to (4) are being abused to secure publicity.
Immunity for proposal and statement	(6) No insurance holding company or person acting on behalf of an insurance holding company incurs any liability by reason only of circulating a proposal or statement in compliance with subsections (2) and (3).
Refusal of proposal	771. (1) If an insurance holding company refuses to attach a proposal to the notice of the meeting, the insurance holding company shall, within ten days after receiving the proposal, notify the shareholder submitting the proposal of its intention not to attach the proposal to the notice of the meeting and send to the shareholder a statement of the reasons for the refusal.
Appeal to court	(2) On the application of a shareholder claiming 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 it thinks fit.
Appeal to court	(3) An insurance holding company or any person claiming to be aggrieved by a proposal may apply to a court for an order permitting the insurance holding company not to attach the proposal to the notice of the meeting, and the court, if it is satisfied that subsection 770(5) applies, may make such order as it thinks fit.
Notice to Superintenden t	(4) An applicant under subsection (2) or (3) shall give the Superintendent written notice of the application and the Superintendent may appear and be heard at the hearing of the application in person or by counsel.
	Shareholder List
Shareholder list	772. (1) For each meeting of shareholders of an insurance holding company, the insurance holding company shall prepare a list, which may be in electronic form, of its shareholders entitled to receive notice of a meeting under paragraph 767(1)(a), arranged in alphabetical order and showing the number of shares held by each shareholder.
Time to prepare list	(2) If a record date is fixed under subsection 766(2), the list referred to in subsection (1) shall be prepared not later than ten days after that record date. If no record date is fixed under that subsection, the list shall be prepared
	(a) at the close of business on the day before the day on which the notice of the meeting is given; or
	(b) if no notice is given, on the day on which the meeting is held.
Effect of list	(3) Except as otherwise provided in this Part, at a meeting to which a list prepared under subsection (1) relates, a person named in the list is entitled to vote the shares shown on the list opposite the person's name unless
	(a) the person has transferred the ownership of any of those shares after the record date fixed under subsection 766(2) or, if no record date is fixed, after the date on which the list was prepared, and
	(b) the transferee of those shares
	(i) produces properly endorsed share certificates, or
	(ii) otherwise establishes that the transferee owns the shares,
	and demands, not later than ten days before the meeting or such shorter period before the meeting as the by-laws of the insurance holding company provide, that the transferee's name be included in the list before the meeting,
	in which case the transferee may vote those transferred shares at the meeting.
Examination of list	(4) A shareholder of an insurance holding company may examine the list of shareholders referred to in subsection (1)
	(a) during usual business hours at the head office of the insurance holding company or at the place where its central securities register is maintained; and
	(b) at the meeting of shareholders for which the list was prepared.
	Quorum
Shareholders	773. (1) Unless the by-laws otherwise provide, a quorum of shareholders is present at a meeting of shareholders if the holders of a majority of the shares who are entitled to vote at the meeting are present in person or represented by proxyholders.

Bill C-8

DIVISION 6

CORPORATE GOVERNANCE