656. (1) Divisions XII to XIV of Part VI, other than subsection 330(2), and Parts VIII to XI apply to provincial companies.

(2) Subsections 15(1) and (2) and sections 254 to 256 and 268 apply, with such modifications as the circumstances require, to every provincial company for which an order for the commencement and carrying on of business under this Part has been made to the same extent that they are applicable to, or in respect of, a company, but to the extent to which any provision referred to in this section would effect an enlargement, in any respect, of the corporate powers or rights of any provincial company under its incorporating instrument, that provision does not apply to the provincial company.

657. (1) Forthwith on the coming into force of this Part, the Superintendent shall make an order approving the commencement and carrying on of business by every provincial company.

(2) An order approving the commencement and carrying on of business by a provincial company under subsection (1) shall specify the classes of insurance risks that the provincial company is permitted to insure pursuant to section 443, as applied by subsection 656(1).

(3) An order approving the commencement and carrying on of business by a provincial company may contain such conditions or limitations that are consistent with this Act and relate to the business of the provincial company as the Superintendent deems expedient and necessary.

(4) In respect of the order approving the commencement and carrying on of business by a provincial company, the Superintendent may at any time, by further order,

(a) specify additional classes of insurance risks that the provincial company is permitted to insure pursuant to section 443, as applied by subsection 656(1),

(b) make the order subject to such conditions or limitations that are consistent with this Act and that relate to the business of the provincial company as the Superintendent deems expedient and necessary, or

(c) amend or revoke any authorization contained in the order or any condition or limitation to which the order is subject,

but before making any such further order the Superintendent shall provide the provincial company with an opportunity to make representations regarding that further order.

(5) and (6) [Repealed, 1996, c. 6, s. 91]

1991, c. 47, s. 657; 1996, c. 6, s. 91.

658. Every provincial company for which an order has been made under section 657 shall provide the Superintendent with an undertaking in such form as may be required by the Superintendent that it will, so long as the order is not rescinded, submit to and comply with all of the provisions of this Act applicable to it in respect of the classes of insurance specified in the order and any conditions or limitations set out in the order.

659. A provincial company that deposited securities with the Receiver General pursuant to section 76 or 82 of the Canadian and British Insurance Companies Act shall apply for the return of those securities within such period following the coming into force of this section as may be fixed by order of the Governor in Council.

660. (1) The directors of a provincial company shall

(a) appoint the actuary of the provincial company forthwith after the Superintendent makes an order for the provincial company under section 657;

(b) appoint the auditor of the provincial company for the purposes of this Act forthwith after the Superintendent makes an order for the provincial company under section 657; and

(c) establish a conduct review committee consisting of at least three directors who are not affiliated with the company, determined in accordance with regulations made under section 170.

(2) The conduct review committee of a provincial company shall

(a) require the management of the provincial company to establish procedures for complying with Part XI;

(b) review those procedures and their effectiveness in ensuring that the provincial company is complying with Part XI;

(b.1) if an insurance holding company or a bank holding company that is widely held has a significant interest in any class of shares of the provincial company, establish policies for entering into transactions referred to in section 528.1; and

(c) review the practices of the provincial company to ensure that any transactions with related parties of the provincial company that may have a material effect on the stability or solvency of the provincial company are identified.

(3) A provincial company shall report to the Superintendent on the mandate and responsibilities of the conduct review committee and the procedures established by the committee under paragraph (2)(a).

(4) After each meeting of the conduct review committee of a provincial company, the committee shall report to the directors of the provincial company on all transactions and other matters reviewed by the committee.

(5) Within ninety days after the end of each financial year, the directors of a provincial company shall report to the Superintendent on the proceedings of the conduct review committee and on all transactions and other matters reviewed by the committee during the year.

1991, c. 47, s. 660; 2001, c. 9, s. 450.

661. (1) A provincial company shall provide the Superintendent with such information, material and evidence, at such times and in such form, as the Superintendent may require, and, without limiting the generality of the foregoing, the information, material and evidence shall include

(a) copies of its incorporating instrument and the by-laws of the provincial company; and

(b) copies of any of the records referred to in section 662.

(2) A provincial company shall, within thirty days after each annual meeting of the provincial company, provide the Superintendent with a return showing

(a) the name, residence and citizenship of each director holding office immediately following the meeting;

(b) the mailing address of each director holding office immediately following the meeting;

(c) the bodies corporate of which each director referred to in paragraph (a) is an officer or director and the firms of which each director is a member;

(d) the affiliation, within the meaning of section 170, with the provincial company of each director referred to in paragraph (a);

(e) the names of the directors referred to in paragraph (a) who are officers or employees of the provincial company or any affiliate of the provincial company, and the positions they occupy;

(f) the name of each committee of the provincial company on which each director referred to in paragraph (a) serves;

(g) the date of expiration of the term of each director referred to in paragraph (a); and

(h) the name, address and date of appointment of the auditor of the provincial company.

(3) Where

(a) any information relating to a director or auditor of a provincial company shown in the latest return made to the Superintendent under subsection (2), other than information referred to in paragraph (2)(c) or (d), becomes inaccurate or incomplete,

(b) a vacancy in the position of auditor of the provincial company occurs or is filled by another person, or

(c) a vacancy on the board of directors of the provincial company occurs or is filled,

the provincial company shall forthwith provide the Superintendent with such information as is required to maintain the return in a complete and accurate form.

662. (1) A provincial company shall prepare and maintain adequate

(a) corporate accounting records; and

(b) records showing, for each customer of, or claimant under a policy issued by, the provincial company, the amount owing to the provincial company and the nature of the liabilities of the provincial company to the customer or claimant.

(2) For the purposes of subsection (1), “records” includes similar records required by law to be maintained by the provincial company before the coming into force of this section.

663. In the French version of this Part, “société” means a “société”, “société de secours”, “société étrangère” or “société provinciale” within the meaning of section 2.

664. A company, society, foreign company or provincial company shall provide the Superintendent with such information, at such times and in such form as the Superintendent may require.

665. (1) A company, society or provincial company shall prepare annually a return of the condition and affairs of the company, society or provincial company as at the end of each financial year, showing its assets and liabilities and its income and expenditures during that financial year together with such other information as the Superintendent may deem necessary.

(2) A foreign company, in respect of its insurance business in Canada, shall prepare annually a return of the condition and affairs of the foreign company as at the end of each financial year, showing its assets and liabilities and its income and expenditures during that financial year together with such other information as the Superintendent may deem necessary.

(3) The annual return shall be in such form as the Superintendent determines and shall be filed with the Superintendent on or before

(a) one hundred and five days after the end of the financial year in respect of which the return is prepared, in the case of a company, foreign company or provincial company the order of the Superintendent approving the commencement and carrying on of business for which limits the company, foreign company or provincial company to the reinsurance of risks; or

(b) sixty days after the end of the financial year in respect of which the return is prepared, in the case of any other company, society, foreign company or provincial company.

(4) The annual return shall be prepared in accordance with the accounting principles referred to in subsection 331(4).

1991, c. 47, s. 665; 1997, c. 15, s. 322.

666. [Repealed, 1997, c. 15, s. 323]

667. (1) The liabilities of a company, society, foreign company or provincial company shown in its annual return must include as a reserve the value of the actuarial and other policy liabilities and other matters determined under section 365 or section 629.

(2) The actuary of a company, society, foreign company or provincial company shall make, and the company, society, foreign company or provincial company shall file with its annual return, a report in a form determined by the Superintendent on the reserve referred to in subsection (1).

(3) The auditor of a company, society or provincial company shall attach to the annual return a report stating whether, in the auditor’s opinion, the annual return presents fairly, in accordance with accounting principles referred to in subsection 331(4), the financial position of the company, society or provincial 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 company, society or provincial company for that financial year.

(4) In each report referred to in subsection (3), 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 346(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 company, society or provincial 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 company, society or provincial company for that financial year.

668. (1) A company shall, within thirty days after each annual meeting of the company, provide the Superintendent with a return showing

(a) the name, residence and citizenship of each director holding office immediately following the meeting;

(b) the mailing address of each director holding office immediately following the meeting;

(c) the bodies corporate of which each director referred to in paragraph (a) is an officer or director and the firms of which each director is a member;

(d) the affiliation, within the meaning of section 170, with the company of each director referred to in paragraph (a);

(e) the names of the directors referred to in paragraph (a) who are officers or employees of the company or any affiliate of the company, and the positions they occupy;

(f) the name of each committee of the company on which each director referred to in paragraph (a) serves;

(g) the date of expiration of the term of each director referred to in paragraph (a); and

(h) the name, address and date of appointment of the auditor of the company.

(2) Where

(a) any information relating to a director or auditor of a company shown in the latest return made to the Superintendent under subsection (1), other than information referred to in paragraph (1)(c) or (d), becomes inaccurate or incomplete,

(b) a vacancy in the position of auditor of the company occurs or is filled by another person, or

(c) a vacancy on the board of directors of the company occurs or is filled,

the company shall forthwith provide the Superintendent with such information as is required to maintain the return in a complete and accurate form.

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.

1991, c. 47, s. 669; 2001, c. 9, s. 452.

670. (1) The Superintendent shall cause a register to be maintained in respect of each company or society for which an order has been made approving the commencement and carrying on of business.

(2) The register in respect of a company shall contain a copy of

(a) the incorporating instrument of the company; and

(b) the information referred to in paragraphs 668(1)(a), (c) and (e) to (h) contained in the latest return provided to the Superintendent by the company as required by section 668.

(c) [Repealed, 2001, c. 9, s. 453]

(3) The register in respect of a society shall contain a copy of

(a) the incorporating instrument of the society; and

(b) the information referred to in paragraphs 549(1)(a) and (c) to (f) contained in the latest return provided to the Superintendent by the society as required by subsection 549(1).

(c) [Repealed, 2001, c. 9, s. 453]

(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.

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

(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.

1991, c. 47, s. 670; 1997, c. 15, s. 324; 2001, c. 9, s. 453.

671. (1) The Superintendent may, by order, direct a person who controls a company or any entity that is affiliated with a company to provide the Superintendent with such information or documents as may be specified in the order where the Superintendent believes that the production of the information or documents is necessary in order to be satisfied that the provisions of this Act are being duly observed and that the company is in a sound financial condition.

(2) Any person to whom a direction has been issued under subsection (1) shall provide the information or documents specified in the order within the time specified in the order and, where the order does not specify a time, the person shall provide the information or documents within a reasonable time.

(3) Subsection (1) does not apply in respect of an entity that controls a company or is affiliated with a company where that entity is a financial institution regulated

(a) by or under an Act of Parliament; or

(b) by or under an Act of the legislature of a province where the Superintendent has entered into an agreement with the appropriate official or public body responsible for the supervision of financial institutions in that province concerning the sharing of information on such financial institutions.

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.

(2) Nothing in subsection (1) prevents the Superintendent from disclosing any information

(a) to any government agency or body that regulates or supervises financial institutions, for purposes related to that regulation or supervision,

(a.01) to any other agency or body that regulates or supervises financial institutions, for purposes related to that regulation or supervision,

(a.1) to any compensation association designated by order of the Minister pursuant to subsection 449(1) or 591(1), for purposes related to its operation, and

(b) to the Deputy Minister of Finance or any officer of the Department of Finance authorized in writing by the Deputy Minister of Finance or to the Governor of the Bank of Canada or any officer of the Bank of Canada authorized in writing by the Governor of the Bank of Canada, for the purposes of policy analysis related to the regulation of financial institutions,

if the Superintendent is satisfied that the information will be treated as confidential by the agency, body or person to whom it is disclosed.

1991, c. 47, s. 672; 1996, c. 6, s. 92; 1997, c. 15, s. 325; 2001, c. 9, s. 454.

672.1 The Governor in Council may make regulations prohibiting, limiting or restricting the disclosure by companies, societies, foreign companies or provincial companies of prescribed supervisory information.

1999, c. 28, s. 126.

673. (1) The Superintendent shall disclose, at such times and in such manner as the Minister may determine, such information obtained by the Superintendent under this Act as the Minister considers ought to be disclosed for the purposes of the analysis of the financial condition of a company, society, foreign company or provincial company and that

(a) is contained in returns filed pursuant to the Superintendent’s financial regulatory reporting requirements in respect of companies, societies, foreign companies or provincial companies; or

(b) has been obtained as a result of an industry-wide or sectoral survey conducted by the Superintendent in relation to an issue or circumstances that could have an impact on the financial condition of companies, societies, foreign companies or provincial companies.

(2) The Minister shall consult with the Superintendent before making any determination under subsection (1).

1991, c. 47, s. 673; 1994, c. 26, s. 45; 1996, c. 6, s. 93.

673.1 (1) A company, society, foreign company or provincial company shall make available to the public such information concerning

(a) the compensation of its executives, as that expression is defined by the regulations, and

(b) its business and affairs for the purposes of the analysis of its financial condition,

in such form and manner and at such times as may be required by or pursuant to such regulations as the Governor in Council may make for the purpose.

(2) Paragraph (1)(a) does not apply to a company, society, foreign company or provincial company that is within such class or classes of companies, societies, foreign companies or provincial companies as may be prescribed.

1996, c. 6, s. 93.

673.2 Subject to any regulations made under section 489 or 607, no information obtained by a company, society, foreign company or provincial company regarding any of its customers shall be disclosed or made available under subsection 673(1) or section 673.1.

1996, c. 6, s. 93.

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.

1996, c. 6, s. 93; 2001, c. 9, s. 455.

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.

(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.

(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.

(3) The Superintendent or a person acting under the Superintendent’s direction

(a) has a right of access to any records, cash, assets and security held by or on behalf of a company, society or provincial company or held by or on behalf of a foreign company in respect of its insurance business in Canada; and

(b) may require the directors, officers, auditor and actuary of a company, society or provincial company or the chief agent, actuary and auditor of a foreign company to provide information and explanations, to the extent that they are reasonably able to do so, in respect of the condition and affairs of the company, society, foreign company or provincial company or any entity in which it has a substantial investment.

1991, c. 47, s. 674; 2001, c. 9, s. 456.

675. The Superintendent has all the powers of a person appointed as a commissioner under Part II of the Inquiries Act for the purpose of obtaining evidence under oath, and may delegate those powers to any person acting under the Superintendent’s direction.