REGULATION OF COMPANIES, SOCIETIES, FOREIGN COMPANIES AND PROVINCIAL COMPANIES - SUPERINTENDENT

452. Section 669 of the Act is replaced by the following:

Copy of by-laws

669. A company shall send to the Superintendent, within thirty days after the coming into effect of a by-law or an amendment to a by-law, a copy of the by-law or amendment.

1997, c. 15, s. 324

453. (1) Subsection 670(2) of the Act is amended by adding the word ``and'' at the end of paragraph (a), by striking out the word ``and'' at the end of paragraph (b) and by repealing paragraph (c).

1997, c. 15, s. 324

(2) Subsection 670(3) of the Act is amended by adding the word ``and'' at the end of paragraph (a), by striking out the word ``and'' at the end of paragraph (b) and by repealing paragraph (c).

1997, c. 15, s. 324

(3) Subsection 670(4) of the Act is replaced by the following:

Form

(4) The register may be maintained in

    (a) a bound or loose-leaf form or a photographic film form; or

    (b) a system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time.

Access

(5) Persons are entitled to reasonable access to the register and may make copies of or take extracts from the information in it.

Evidence

(6) A statement containing information in the register and purporting to be certified by the Superintendent is admissible in evidence in all courts as proof, in the absence of evidence to the contrary, of the facts stated in the statement without proof of the appointment or signature of the Superintendent.

454. Subsection 672(1) of the Act is replaced by the following:

Confidential information

672. (1) Subject to section 673, all information regarding the business or affairs of a company, society, foreign company or provincial company, or regarding a person dealing with any of them, that is obtained by the Superintendent, or by any person acting under the direction of the Superintendent, as a result of the administration or enforcement of any Act of Parliament, and all information prepared from that information, is confidential and shall be treated accordingly.

1996, c. 6, s. 93

455. Section 673.3 of the Act is replaced by the following:

Report respecting disclosure

673.3 The Superintendent shall prepare a report, to be included in the report referred to in section 40 of the Office of the Superintendent of Financial Institutions Act, respecting the disclosure of information by companies, societies, foreign companies or provincial companies and describing the state of progress made in enhancing the disclosure of information in the financial services industry.

456. Subsections 674(1) and (2) of the Act are replaced by the following:

Examination of companies, etc.

674. (1) The Superintendent, from time to time, but at least once in each calendar year, shall make or cause to be made any examination and inquiry into the business and affairs of each company, society, foreign company and provincial company that the Superintendent considers to be necessary or expedient to determine whether the company, society, foreign company or provincial company is complying with the provisions of this Act and whether the company, society or provincial company or the insurance business in Canada of the foreign company is in a sound financial condition and, after the conclusion of each examination and inquiry, shall report on it to the Minister.

Examination need not be made annually

(2) If, in the opinion of the Superintendent, the circumstances so warrant in the case of a company, a provincial company or a foreign company that is not a fraternal benefit society, the examination and inquiry may be made less frequently than annually but not less frequently than triennially.

Examination need not be made annually

(2.1) If, in the opinion of the Superintendent, the circumstances so warrant in the case of a society or a foreign company that is a fraternal benefit society, the examination and inquiry may be made less frequently than annually.

457. The Act is amended by adding the following after the heading ``Remedial Powers'' after section 675:

Prudential Agreements

Prudential agreement

675.1 The Superintendent may enter into an agreement, called a ``prudential agreement'', with a company, society or provincial company for the purposes of implementing any measure designed to maintain or improve its safety and soundness or with a foreign company for the purposes of implementing any measure designed to protect the interests of its policyholders and creditors in respect of its insurance business in Canada.

458. Subsection 678(1) of the Act is replaced by the following:

Court enforcement

678. (1) Where a company, society, foreign company, provincial company or person

    (a) is contravening or has failed to comply with a prudential agreement entered into under section 675.1 or a direction of the Superintendent issued to the company, society, foreign company, provincial company or person pursuant to subsection 676(1) or (3),

    (b) is contravening this Act, or

    (c) has omitted to do any thing under this Act that is required to be done by or on the part of the company, society, foreign company, provincial company or person,

the Superintendent may, in addition to any other action that may be taken under this Act, apply to a court for an order requiring the company, society, foreign company, provincial company or person to comply with the prudential agreement or direction, cease the contravention or do any thing that is required to be done, and on such application the court may so order and make any other order it thinks fit.

1996, c. 6, s. 95

459. The heading before section 678.1 of the Act is replaced by the following:

Disqualification and Removal

Meaning of ``senior officer''

678.01 In sections 678.1 and 678.2, ``senior officer'' means the chief executive officer, secretary, treasurer, controller or actuary of a company, society or provincial company, or any other officer reporting directly to its board of directors or chief executive officer.

1996, c. 6, s. 95

460. (1) Paragraphs 678.1(1)(a) and (b) of the Act are replaced by the following:

    (a) that has been notified by the Superintendent that this section applies to it where the company, society or provincial company is subject to measures designed to maintain or improve its safety and soundness, which measures

      (i) have been specified by the Superintendent by way of conditions or limitations in respect of the order approving the commencement and carrying on of its business, or

      (ii) are contained in a prudential agreement entered into under section 675.1 or an undertaking given by the company, society or provincial company to the Superintendent; or

    (b) that is the subject of a direction made under section 676 or an order made under subsection 515(3) or 516(4).

1996, c. 6, s. 95

(2) Paragraph 678.1(2)(b) of the Act is replaced by the following:

    (b) each person who has been selected by the company, society or provincial company for appointment as a senior officer, and

1996, c. 6, s. 95

(3) The portion of subsection 678.1(2) of the French version of the Act after paragraph (c) is replaced by the following:

Elle lui communique également les renseignements personnels qui les concernent et les renseignements sur leur expérience et leur dossier professionnel qu'il peut exiger.

1996, c. 6, s. 95

(4) Subsections 678.1(4) and (5) of the Act are replaced by the following:

Disqualifi-
cation or removal

(4) If the Superintendent is of the opinion that, on the basis of the competence, business record, experience, conduct or character of a person, he or she is not suitable to hold that position, the Superintendent may, by order

    (a) in the case of a person referred to in paragraph (2)(a) or (b), disqualify the person from being elected or appointed as a director of the company, society or provincial company or from being appointed as a senior officer; or

    (b) in the case of a person referred to in paragraph (2)(c), remove the person from office as a director of the company, society or provincial company.

Risk of prejudice

(4.1) In forming an opinion under subsection (4), the Superintendent must consider whether the interests of the policyholders and creditors of the company, society or provincial company would likely be prejudiced if the person were to take office or continue to hold office, as the case may be.

Representa-
tions may be made

(5) The Superintendent must in writing notify the person concerned and the company, society or provincial company of any action that the Superintendent proposes to take under subsection (4) and must afford them an opportunity within 15 days after the date of the notice, or within any longer period that the Superintendent allows, to make representations to the Superintendent in relation to the matter.

1996, c. 6, s. 95

(5) Subsection 678.1(6) of the English version of the Act is replaced by the following:

Prohibition

(6) Where an order has been made under subsection (4)

    (a) disqualifying a person from being elected or appointed to a position, the person shall not be, and the company, society or provincial company shall not permit the person to be, elected or appointed to the position; or

    (b) removing a director from office, the person shall not continue to hold, and the company, society or provincial company shall not permit the person to continue to hold, office as a director.

461. The Act is amended by adding the following after section 678.1:

Removal of directors or senior officers

678.2 (1) The Superintendent may, by order, remove a person from office as a director or senior officer of a company, society or provincial company if the Superintendent is of the opinion that the person is not suitable to hold that office

    (a) on the basis of the competence, business record, experience, conduct or character of the person; or

    (b) because the person has contravened or, by action or negligence, has contributed to the contravention of

      (i) this Act or the regulations made under it,

      (ii) a direction made under section 676,

      (iii) an order made under subsection 515(3) or 516(4),

      (iv) a condition or limitation in respect of the order approving the commencement and carrying on of business by the company, society or provincial company, or

      (v) a prudential agreement entered into under section 675.1 or an undertaking given by the company, society or provincial company to the Superintendent.

Risk of prejudice

(2) In forming an opinion under subsection (1), the Superintendent must consider whether the interests of the policyholders and creditors of the company, society or provincial company have been or are likely to be prejudiced by the person's holding office as a director or senior officer.

Representa-
tions may be made

(3) The Superintendent must in writing notify the person concerned and the company, society or provincial company of any removal order that the Superintendent proposes to make under subsection (1) and must afford them an opportunity within 15 days after the date of the notice, or within any longer period that the Superintendent allows, to make representations to the Superintendent in relation to the matter.

Suspension

(4) If the Superintendent is of the opinion that the public interest may be prejudiced by the director or senior officer continuing to exercise the powers or carry out the duties and functions of that office during the period for making representations, the Superintendent may make an order suspending the director or senior officer. The suspension may not extend beyond 10 days after the expiration of that period.

Notice of order

(5) The Superintendent shall, without delay, notify the director or senior officer, as the case may be, and the company, society or provincial company of a removal order or suspension order.

Consequences of removal order

(6) The director or senior officer, as the case may be, ceases to hold that office as of the date the removal order is made or any later date specified in the order.

Appeal

(7) The director or senior officer, as the case may be, or the company, society or provincial company, as the case may be, may, within 30 days after the date of receipt of notice of the removal order under subsection (5), or within any longer period that the Court allows, appeal the matter to the Federal Court.

Powers of Federal Court

(8) The Federal Court, in the case of an appeal, may dismiss the appeal or set aside the removal order.

Order not stayed by appeal

(9) A removal order is not stayed by an appeal.

Application

678.3 (1) This section applies only in respect of a foreign company

    (a) that has been notified by the Superintendent that this section applies to it where the foreign company is subject to measures designed to protect the interests of its policyholders and creditors in respect of its insurance business in Canada, which measures

      (i) have been specified by the Superintendent by way of conditions or limitations in respect of the order approving the insuring in Canada of risks by the foreign company, or

      (ii) are contained in a prudential agreement entered into under section 675.1 or an undertaking given by the foreign company to the Superintendent; or

    (b) that is the subject of a direction made under section 676 or an order made under subsection 608(4) or 609(2).

Information to be provided

(2) A foreign company shall provide the Superintendent with the name of any person who has been selected by the foreign company for appointment as chief agent together with such other information about the background, business record and experience of the person as the Superintendent may require.

When information to be provided

(3) The information required by subsection (2) shall be provided to the Superintendent at least 30 days prior to the date of the appointment or within any shorter period that the Superintendent may allow.

Disqualifi-
cation

(4) If the Superintendent is of the opinion that, on the basis of the competence, business record, experience, conduct or character of a person, he or she is not suitable to hold the position of chief agent, the Superintendent may, by order, disqualify the person from being appointed to that office.

Risk of prejudice

(5) In forming an opinion under subsection (4), the Superintendent must consider whether the interests of the policyholders and creditors of the foreign company in respect of its insurance business in Canada would likely be prejudiced if the person were to take office.

Representa-
tions may be made

(6) The Superintendent must in writing notify the person concerned and the foreign company of an order that the Superintendent proposes to make under subsection (4) and must afford them an opportunity within 15 days after the date of the notice, or within any longer period that the Superintendent allows, to make representations to the Superintendent in relation to the matter.

Prohibition

(7) If an order is made under subsection (4) disqualifying a person from being appointed as chief agent, the person shall not be, and the foreign company shall not permit the person to be, appointed to that position.

Removal

678.4 (1) The Superintendent may, by order, remove a person from office as the chief agent of a foreign company if the Superintendent is of the opinion that the person is not suitable to hold that office

    (a) on the basis of the competence, business record, experience, conduct or character of the person; or

    (b) because the person has contravened or, by action or negligence, has contributed to the contravention of

      (i) this Act or the regulations made under it,

      (ii) a direction made under section 676,

      (iii) an order made under subsection 608(4) or 609(2),

      (iv) a condition or limitation in respect of the order approving the insuring in Canada of risks by the foreign company, or