814. (1) A bank holding company shall at all times have a head office in the province specified in its incorporating instrument or by-laws.

(2) The directors of a bank holding company may change the address of the head office within the province specified in the incorporating instrument or by-laws.

(3) A bank holding company shall send to the Superintendent, within fifteen days after any change of address of its head office, a notice of the change of address.

2001, c. 9, s. 183; 2005, c. 54, s. 119.

815. (1) A bank holding company shall prepare and maintain records containing

(a) its incorporating instrument and by-laws and all amendments to them;

(b) minutes of meetings and resolutions of shareholders;

(c) the information referred to in paragraphs 951(1)(a) and (c) to (g) contained in all returns provided to the Superintendent pursuant to section 951; and

(d) particulars of exceptions granted under section 688 or 812 that are from time to time applicable to the bank holding company.

(2) In addition to the records described in subsection (1), a bank holding company shall prepare and maintain adequate

(a) corporate accounting records; and

(b) records containing minutes of meetings and resolutions of the board of directors and those of its committees.

(3) For the purposes of paragraph (1)(b) and subsection (2),

(a) in the case of a body corporate continued as a bank holding company, “records” includes similar records required by law to be maintained by the body corporate before it was so continued; and

(b) in the case of a body corporate amalgamated and continued as a bank holding company, “records” includes similar records required by law to be maintained by the body corporate before it was so amalgamated.

2001, c. 9, s. 183.

816. (1) The records described in section 815 shall be kept at the head office of the bank holding company or at such other place in Canada as the directors think fit.

(2) Where any of the records described in section 815 are not kept at the head office of a bank holding company, the bank holding company shall notify the Superintendent of the place where the records are kept.

(3) The records described in section 815 shall at all reasonable times be open to inspection by the directors.

(4) Shareholders and creditors of a bank holding company and their personal representatives may examine the records referred to in subsection 815(1) during the usual business hours of the bank holding company, and may take extracts therefrom, free of charge, or have copies made thereof on payment of a reasonable fee and, where the bank holding company is a distributing bank holding company within the meaning of subsection 265(1), any other person may, on payment of a reasonable fee, examine such records and take extracts therefrom or copies thereof.

(5) Every shareholder of a bank holding company is entitled, on request made not more frequently than once in each calendar year, to receive, free of charge, one copy of the by-laws of the bank holding company.

(6) A bank holding company may make the information contained in records referred to in subsection 815(1) available to persons by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing the records in intelligible written form within a reasonable time.

2001, c. 9, s. 183.

817. (1) A person who is entitled to a basic list of shareholders of a bank holding company (in this section referred to as the “applicant”) may request the bank holding company to furnish the applicant with a basic list within ten days after receipt by the bank holding company of the affidavit referred to in subsection (2) and, on payment of a reasonable fee by the applicant, the bank holding company shall comply with the request.

(2) A request under subsection (1) must be accompanied by an affidavit containing

(a) the name and address of the applicant,

(b) the name and address for service of the entity, if the applicant is an entity, and

(c) an undertaking that the basic list and any supplemental lists obtained pursuant to subsections (5) and (6) will not be used except as permitted under section 819,

and, if the applicant is an entity, the affidavit shall be made by a director or an officer of the entity, or any person acting in a similar capacity.

(3) Every shareholder or creditor of a bank holding company or the personal representative of a shareholder or creditor of a bank holding company is entitled to a basic list of shareholders of the bank holding company, but, if the bank holding company is a distributing bank holding company within the meaning of subsection 265(1), any person is entitled to a basic list of shareholders of the bank holding company on request therefor.

(4) A basic list of shareholders of a bank holding company consists of a list of shareholders that is made up to a date not more than ten days before the receipt of the affidavit referred to in subsection (2) and that sets out

(a) the names of the shareholders of the bank holding company;

(b) the number of shares owned by each shareholder; and

(c) the address of each shareholder as shown in the records of the bank holding company.

(5) A person requiring a bank holding company to supply a basic list of shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the bank holding company or its agent, on payment of a reasonable fee, to provide supplemental lists of shareholders setting out any changes from the basic list in the names and addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date to which the basic list is made up.

(6) A bank holding company or its agent shall provide a supplemental list of shareholders required under subsection (5)

(a) within ten days following the date the basic list is provided, where the information relates to changes that took place prior to that date; and

(b) within ten days following the day to which the supplemental list relates, where the information relates to changes that took place on or after the date the basic list was provided.

2001, c. 9, s. 183.

818. A person requiring a bank holding company to supply a basic list or a supplemental list of shareholders may also require the bank holding company to include in that list the name and address of any known holder of an option or right to acquire shares of the bank holding company.

2001, c. 9, s. 183.

819. A list of shareholders obtained under section 817 shall not be used by any person except in connection with

(a) an effort to influence the voting of shareholders of the bank holding company;

(b) an offer to acquire shares of the bank holding company; or

(c) any other matter relating to the affairs of the bank holding company.

2001, c. 9, s. 183.

820. (1) A register or other record required or authorized by this Part to be prepared and maintained by a bank holding company

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

(b) may be entered or recorded by any 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.

(2) Registers and records maintained in one form may be converted to any other form.

(3) Notwithstanding section 823, a bank holding company may destroy any register or other record referred to in subsection (1) at any time after the register or other record has been converted to another form.

2001, c. 9, s. 183.

821. A bank holding company and its agents shall take reasonable precautions to

(a) prevent loss or destruction of,

(b) prevent falsification of entries in,

(c) facilitate detection and correction of inaccuracies in, and

(d) ensure that unauthorized persons do not have access to or use of information in

the registers and records required or authorized by this Part to be prepared and maintained.

2001, c. 9, s. 183.

822. (1) Subject to subsection (3), a bank holding company shall maintain and process in Canada any information or data relating to the preparation or maintenance of the records referred to in section 815 or of its central securities register unless the Superintendent has, subject to any terms and conditions that the Superintendent considers appropriate, exempted the bank holding company from the application of this section.

(2) Subject to subsections (3) and (4), the bank holding company may maintain copies of the records referred to in section 815 or of its central securities register outside Canada and may process outside Canada any information or data relating to those copies.

(3) Where a bank holding company, in accordance with subsection (2), maintains outside Canada copies of any records referred to in subsection (1) or further processes information or data relating to those copies outside Canada, the bank holding company shall so inform the Superintendent and provide the Superintendent with a list of those copies maintained outside Canada and a description of the further processing of information or data relating to those copies outside Canada and such other information as the Superintendent may require from time to time.

(4) If the Superintendent is at any time of the opinion that the maintenance outside Canada of any copies referred to in subsection (3), or the further processing of information or data relating to any such copies outside Canada, is incompatible with the fulfilment of the Superintendent’s responsibilities under this Part or the Superintendent is advised by the Minister that, in the opinion of the Minister, such maintenance or further processing is not in the national interest, the Superintendent shall direct the bank holding company to maintain those copies, or to further process information or data relating to those copies, in Canada.

(5) A bank holding company shall forthwith comply with any direction issued under subsection (4).

(6) The Superintendent shall issue guidelines respecting the circumstances under which an exemption referred to in subsection (1) may be available.

2001, c. 9, s. 183; 2005, c. 54, s. 122.

823. A bank holding company shall retain

(a) the records of the bank holding company referred to in subsection 815(1);

(b) any record of the bank holding company referred to in paragraph 815(2)(a) or (b); and

(c) the central securities register referred to in subsection 825(1).

2001, c. 9, s. 183.

824. The Governor in Council may make regulations respecting the records, papers and documents to be retained by a bank holding company and the length of time those records, papers and documents are to be retained.

2001, c. 9, s. 183.

825. (1) A bank holding company shall maintain a central securities register in which it shall record the securities, within the meaning of section 81, issued by it in registered form, showing in respect of each class or series of securities

(a) the names, alphabetically arranged, and latest known addresses of the persons who are security holders, and the names and latest known addresses of the persons who have been security holders;

(b) the number of securities held by each security holder; and

(c) the date and particulars of the issue and transfer of each security.

(2) For the purposes of subsection (1), “central securities register” includes similar registers required by law to be maintained by a body corporate continued, or amalgamated and continued, as a bank holding company under this Part before the continuance, or amalgamation, as the case may be.

(3) Subsections 816(4) and (6) and sections 817 and 819 to 822 apply, with such modifications as the circumstances require, in respect of a central securities register.

2001, c. 9, s. 183.

826. A bank holding company may establish as many branch securities registers as it considers necessary.

2001, c. 9, s. 183.

827. A bank holding company may appoint an agent to maintain its central securities register and each of its branch securities registers.

2001, c. 9, s. 183.

828. (1) The central securities register of a bank holding company shall be maintained by the bank holding company at its head office or at any other place in Canada designated by the directors of the bank holding company.

(2) A branch securities register of a bank holding company may be kept at any place in or outside Canada designated by the directors of the bank holding company.

2001, c. 9, s. 183.

829. Registration of the issue or transfer of a security in the central securities register or in a branch securities register is complete and valid registration for all purposes.

2001, c. 9, s. 183.

830. (1) A branch securities register shall only contain particulars of the securities issued or transferred at the branch for which that register is established.

(2) Particulars of each issue or transfer of a security registered in a branch securities register of a bank holding company shall also be kept in the central securities register of the bank holding company.

2001, c. 9, s. 183.

831. A bank holding company, its agent or a trustee within the meaning of section 294 is not required to produce

(a) a cancelled security certificate in registered form or an instrument referred to in subsection 713(1) that is cancelled or a like cancelled instrument in registered form after six years from the date of its cancellation;

(b) a cancelled security certificate in bearer form or an instrument referred to in subsection 713(1) that is cancelled or a like cancelled instrument in bearer form after the date of its cancellation; or

(c) an instrument referred to in subsection 713(1) or a like instrument, irrespective of its form, after the date of its expiration.

2001, c. 9, s. 183.

832. A bank holding company shall set out its name in legible characters in all contracts, invoices, negotiable instruments and other documents evidencing rights or obligations with respect to other parties that are issued or made by or on behalf of the bank holding company.

2001, c. 9, s. 183.

833. An instrument or agreement executed on behalf of a bank holding company by a director, an officer or an agent of the bank holding company is not invalid merely because a corporate seal is not affixed thereto.

2001, c. 9, s. 183.

834. Sections 265 to 272 apply in respect of bank holding companies, subject to the following:

(a) references to “bank” in those sections are to be read as references to “bank holding company”; and

(b) the reference to “this Act” in subsection 266(3) is to be read as a reference to “this Part”.

2001, c. 9, s. 183.

835. Sections 273 to 282 apply in respect of bank holding companies, subject to the following:

(a) references to “bank” in those sections are to be read as references to “bank holding company”;

(b) references to “this Act” in those sections are to be read as references to “this Part”; and

(c) subsection 274(1) is to be read without reference to “or auditors”.

2001, c. 9, s. 183.

836. Sections 283 to 292 apply in respect of bank holding companies, subject to the following:

(a) references to “bank” in those sections are to be read as references to “bank holding company”;

(b) references to “another deposit-taking financial institution” in subsection 287(3) are to be read as references to “a deposit-taking financial institution”; and

(c) the reference to “the Minister” in subsection 291(4) is to be read as a reference to “the Receiver General”.

2001, c. 9, s. 183.

837. If at any time a person establishes an entitlement to any moneys paid to the Receiver General under subsection 291(4), the Receiver General shall pay an equivalent amount to that person out of the Consolidated Revenue Fund.

2001, c. 9, s. 183.

838. Sections 294 to 306 apply in respect to bank holding companies, subject to the following:

(a) references to “bank” in those sections are to be read as references to “bank holding company”;

(b) references to “this Act” in those sections are to be read as references to “this Part”; and

(c) references to “subordinated indebtedness” in those sections are to be read as references to “subordinated indebtedness” as defined in subsection 663(1).

2001, c. 9, s. 183.