(c) if the person failed to comply with an undertaking referred to in subsection 416(2), the company complies with section 411; or

    (d) if the person failed to comply with a term or condition imposed under section 421, the person complies with the term or condition.

Saving

(3) Despite subsection (1), if a person contravenes subsection 407(4) by reason only that, as a result of an event that has occurred and is continuing and is not within the control of the person, shares of the converted company beneficially owned by the person or by any entity controlled by the person acquire voting rights in such number so as to cause the person to be a major shareholder of the converted company, the Minister may, after consideration of the circumstances, permit the person and any entity controlled by the person to exercise voting rights, in person or by proxy, in respect of any class of voting shares of the converted company beneficially owned by them that do not in aggregate exceed 20 per cent of the voting rights attached to that class of voting shares.

Saving

(4) Despite subsection (1), if a person contravenes subsection 407(9) by reason only that, as a result of an event that has occurred and is continuing and is not within the control of the person, shares of the company beneficially owned by the person or by any entity controlled by the person acquire voting rights in such number so as to cause the person to be a major shareholder of the company, the Minister may, after consideration of the circumstances, permit the person and any entity controlled by the person to exercise voting rights, in person or by proxy, in respect of any class of voting shares of the company beneficially owned by them that do not in aggregate exceed 20 per cent of the voting rights attached to that class of voting shares.

411. Section 419 of the Act is replaced by the following:

Application for approval

419. (1) An application for an approval of the Minister required under this Part must be filed with the Superintendent and contain the information, material and evidence that the Superintendent may require.

Applicant

(2) If, with respect to any particular transaction, this Part applies to more than one person, any one of those persons may make the application to the Minister for approval on behalf of all of those persons.

412. Subsection 420(1) of the Act is replaced by the following:

Matters for consideration

420. (1) Subject to subsection (1.1), if an application for an approval under section 407 is made, the Minister, in determining whether or not to approve the transaction, shall take into account all matters that the Minister considers relevant to the application, including

    (a) the nature and sufficiency of the financial resources of the applicant or applicants as a source of continuing financial support for the company;

    (b) the soundness and feasibility of the plans of the applicant or applicants for the future conduct and development of the business of the company;

    (c) the business record and experience of the applicant or applicants;

    (d) the character and integrity of the applicant or applicants or, if the applicant or any of the applicants is a body corporate, its reputation for being operated in a manner that is consistent with the standards of good character and integrity;

    (e) whether the company will be operated responsibly by persons with the competence and experience suitable for involvement in the operation of a financial institution;

    (f) if the company is a converted company in respect of which the Minister has issued an order under subsection 407(8) or a converted company in respect of which subsection 407(11) applied at any time, or a company that controls, within the meaning of paragraph 3(1)(d), such a converted company, the opinion of the Superintendent regarding the extent to which the corporate structure of the applicant or applicants and their affiliates may affect the supervision and regulation of the company, having regard to

      (i) the nature and extent of the proposed financial services activities to be carried out by the company and its affiliates, and

      (ii) the nature and degree of supervision and regulation applying to the proposed financial services activities to be carried out by the affiliates of the company;

    (g) the impact of any integration of the businesses and operations of the applicant or applicants with those of the company on the conduct of those businesses and operations; and

    (h) the best interests of the financial system in Canada.

Exception

(1.1) Subject to subsection 407.2(1), the Minister shall take into account only paragraph (1)(d) if the application is in respect of a transaction that would result in the applicant or applicants holding

    (a) more than 10 per cent but no more than 20 per cent of any class of the outstanding voting shares of a converted company in respect of which subsection 407(4) applies or of a company to which subsection 407(5) applies; or

    (b) more than 10 per cent but no more than 30 per cent of any class of the outstanding non-voting shares of such a converted company or company.

413. Section 421 of the Act is replaced by the following:

Terms and conditions

421. The Minister may impose any terms and conditions in respect of an approval given under this Part that the Minister considers necessary to ensure compliance with any provision of this Act.

414. (1) Subsection 422(1) of the Act is replaced by the following:

Certifying receipt of application

422. (1) If, in the opinion of the Superintendent, an application filed under this Part contains all the required information, the Superintendent shall without delay refer the application to the Minister and send a receipt to the applicant certifying the date on which the completed application was received by the Superintendent.

(2) Subsection 422(2) of the English version of the Act is replaced by the following:

Incomplete application

(2) If, in the opinion of the Superintendent, an application filed under this Part is incomplete, the Superintendent shall send a notice to the applicant specifying the information required by the Superintendent to complete the application.

1996, c. 6, s. 78

415. (1) Subsection 432(1) of the Act is replaced by the following:

Disposition of shareholdings

432. (1) If, with respect to any company, a person contravenes subsection 407(1), (4), (9), (11) or (15) or section 407.03, 407.1 or 407.2 or fails to comply with an undertaking referred to in subsection 416(2) or with any term or condition imposed under section 421, the Minister may, if the Minister considers it in the public interest to do so, by order, direct that person and any person controlled by that person to dispose of any number of shares of the bank beneficially owned by any of those persons that the Minister specifies in the order, within the time specified in the order and in the proportion, if any, as between the person and the persons controlled by that person that is specified in the order.

(2) Subsections 432(3) and (4) of the Act are replaced by the following:

Appeal

(3) Any person with respect to whom a direction has been made under subsection (1) may, within thirty days after the date of the direction, appeal the matter in accordance with section 1020.

1997, c. 15, s. 247

416. (1) The portion of subsection 441(1) of the Act before paragraph (e) is replaced by the following:

Additional activities

441. (1) In addition, a company may

    (a) act as an agent for vendors, purchasers, mortgagors, mortgagees, lessors or lessees of real property and provide consulting or appraisal services in respect of real property;

    (b) hold, manage and otherwise deal with real property;

    (c) provide information processing services in Canada that the company has developed for its own use and that are an integral part of the company's operations to entities in which the company has a substantial investment that do not provide information processing services to other entities;

    (d) outside Canada, or with the prior written approval of the Minister, in Canada, engage in any of the following activities, namely,

      (i) collecting, manipulating and transmitting

        (A) information that is primarily financial or economic in nature,

        (B) information that relates to the business of a permitted entity, as defined in subsection 490(1), or

        (C) any other information that the Minister may, by order, specify,

      (ii) providing advisory or other services in the design, development or implementation of information management systems,

      (iii) designing, developing or marketing computer software, and

      (iv) designing, developing, manufacturing or selling, as an ancillary activity to any activity referred to in any of subparagraphs (i) to (iii) that the company is engaging in, computer equipment integral to the provision of information services related to the business of financial institutions or to the provision of financial services;

    (d.1) with the prior written approval of the Minister, develop, design, hold, manage, manufacture, sell or otherwise deal with data transmission systems, information sites, communication devices or information platforms or portals that are used

      (i) to provide information that is primarily financial or economic in nature,

      (ii) to provide information that relates to the business of a permitted entity, as defined in subsection 490(1), or

      (iii) for a prescribed purpose or in prescribed circumstances;

1997, c. 15, s. 247(4)

(2) Subsection 441(1.1) of the Act is replaced by the following:

Additional activities - life companies

(1.1) A life company may engage under prescribed terms and conditions, if any are prescribed, in specialized business management or advisory services.

1997, c. 15, s. 247(5)

(3) Paragraphs 441(4)(a) and (b) of the Act are replaced by the following:

    (a) respecting what a company may or may not do with respect to the carrying on of the activities referred to in any of paragraphs (1)(d) and (d.1) and subsection (1.1);

    (b) imposing terms and conditions in respect of

      (i) the provision of services referred to in paragraphs (1)(a) and 440(2)(b), and

      (ii) the carrying on of the activities referred to in any of paragraphs (1)(d) and (d.1) and subsection (1.1); and

    (c) respecting the circumstances in which companies may be exempted from the requirement to obtain the approval of the Minister before carrying on a particular activity referred to in paragraph (1)(d) or (d.1).

417. (1) Paragraph 442(1)(a) of the Act is replaced by the following:

    (a) act as agent for any person in respect of the provision of any service that is provided by a financial institution, a permitted entity as defined in subsection 490(1) or a prescribed entity;

(2) Paragraph 442(1)(c) of the Act is replaced by the following:

    (c) refer any person to any such financial institution or entity.

418. Section 470 of the Act is replaced by the following:

Policies re security interests

470. (1) The directors of a company shall establish and the company shall adhere to policies regarding the creation of security interests in property of the company to secure obligations of the company and the acquisition by the company of beneficial interests in property that is subject to security interests.

Order to amend policies

(2) The Superintendent may, by order, direct a company to amend its policies as specified in the order.

Compliance

(3) A company shall comply with an order made under subsection (2) within the time specified in the order.

Regulations and guidelines

470.1 The Governor in Council may make regulations and the Superintendent may make guidelines respecting the creation by a company of security interests in its property to secure obligations of the company and the acquisition by the company of beneficial interests in property that is subject to security interests.

Exception

470.2 Sections 470 and 470.1 do not apply in respect of a security interest created by a company to secure an obligation of the company to the Bank of Canada.

419. Subsection 472(1) of the Act is replaced by the following:

Restriction on partnerships

472. (1) Except with the approval of the Superintendent, a company may not be a general partner in a limited partnership or a partner in a general partnership.

420. (1) The portion of subsection 474(1) of the Act before paragraph (a) is replaced by the following:

Restriction on guarantees

474. (1) A life company shall not guarantee on behalf of any person the payment or repayment of any sum of money unless

1997, c. 15, s. 254

(2) Subsection 474(2) of the French version of the Act is replaced by the following:

Exception

(2) Dans les cas où la personne visée au paragraphe (1) est une filiale de la société garante, celle-ci peut garantir une somme qui n'est pas fixe.

421. Section 475 of the Act is replaced by the following:

Restriction on leasing

475. A life company shall not engage in Canada in any personal property leasing activity in which a financial leasing entity, within the meaning of subsection 490(1), is not permitted to engage.

1997, c. 15, s. 255

422. Subsection 477(1) of the Act is replaced by the following:

Restriction on guarantees

477. (1) A property and casualty company shall not guarantee on behalf of any person the payment or repayment of any sum of money unless the person on whose behalf the company has undertaken to guarantee the payment or repayment is a subsidiary of the company and has an unqualified obligation to reimburse the company for the full amount of the payment or repayment to be guaranteed.

423. Section 479 of the Act, as enacted by section 256 of An Act to amend certain laws relating to financial institutions, being chapter 15 of the Statutes of Canada, 1997, is replaced by the following:

Definition of ``cost of borrowing''

479. For the purposes of this section and sections 479.1 to 487, ``cost of borrowing'' means, in respect of a loan or an advance on the security or against the cash surrender value of a policy made by a company,

    (a) the interest or discount applicable to the loan or advance;

    (b) any amount charged in connection with the loan or advance that is payable by the borrower to the company; and

    (c) any charge prescribed to be included in the cost of borrowing.

For those purposes, however, ``cost of borrowing'' does not include any charge prescribed to be excluded from the cost of borrowing.

424. (1) Sections 486 and 487 of the Act are replaced by the following: