PROVINCIAL COMPANIES REGULATION

Transcription

1 Province of Alberta INSURANCE ACT PROVINCIAL COMPANIES REGULATION Alberta Regulation 124/2001 With amendments up to and including Alberta Regulation 79/2011 Office Consolidation Published by Alberta Queen s Printer Alberta Queen s Printer 7 th Floor, Park Plaza Avenue Edmonton, AB T5K 2P7 Phone: Fax: qp@gov.ab.ca Shop on-line at

2 Copyright and Permission Statement Alberta Queen's Printer holds copyright on behalf of the Government of Alberta in right of Her Majesty the Queen for all Government of Alberta legislation. Alberta Queen's Printer permits any person to reproduce Alberta s statutes and regulations without seeking permission and without charge, provided due diligence is exercised to ensure the accuracy of the materials produced, and Crown copyright is acknowledged in the following format: Alberta Queen's Printer, 20.* *The year of first publication of the legal materials is to be completed. Note All persons making use of this consolidation are reminded that it has no legislative sanction, that amendments have been embodied for convenience of reference only. The official Statutes and Regulations should be consulted for all purposes of interpreting and applying the law.

3 (Consolidated up to 79/2011) ALBERTA REGULATION 124/2001 Insurance Act PROVINCIAL COMPANIES REGULATION Table of Contents 1 Definition Part 1 Security Interests and Debt Obligations Prescribed matters under section 113 of the Act 1.01 Prescribed matters under s115 of Act Part 1.1 Protection and Maintenance of Assets 1.1 Definitions 2 Procedures to safeguard assets 3 Record of securities 4 Safeguarding of securities 5 Accounts 6 Registration of securities 7 Bonding and insurance Part 2 Investments 8 Interpretation 9 Method of valuation 10 International agencies 11 Meaning of connected 12 Investment maximums 13 Exceptions to prohibited investments 14 Leasing and related agreements 15 Limitation on shareholding 16 Meaning of interest in real property 17 Additional interest in real property 18 Exception to s424 of Act 19 Prescribed subsidiaries 20 Limits on equity acquisitions

4 Section 1 PROVINCIAL COMPANIES REGULATION AR 124/2001 Part 2.1 Capital Adequacy 20.1 Maintenance of adequate capital Part 3 Transactions with Related Parties 21 Interpretation 22 Meaning of related party 23 Prescribed matters under s439 of Act 24 Prescribed securities under s440(e) of Act 25 Prescribed conditions under s440(g) of Act 26 Prescribed qualifications and purposes under s440(j) of Act 27 Permitted transactions under s440(m) of Act 28 Related party transactions prescribed limits Part 4 Repeal, Expiry and Coming into Force 29 Repeal 30 Expiry 31 Coming into force Schedule Definition 1 In this Regulation, Act means the Insurance Act. AR 90/2006 s2 Part 1 Security Interests and Debt Obligations Prescribed matters under section 113 of the Act For the purposes of section 113(2)(c) of the Act, the prescribed amount is the amount that is equal to 2% of the total assets of the provincial company. AR 79/2011 s2 Prescribed matters under s115 of Act 1.01 For the purposes of section 115 of the Act, (a) shares issued by a provincial life or property and casualty company that are not eligible for use as base capital of a provincial company are prescribed shares, and 2

5 Section 1.1 PROVINCIAL COMPANIES REGULATION AR 124/2001 (b) every subsidiary of a provincial company is a prescribed subsidiary of that company except (i) a subsidiary that is a financial institution, or (ii) a subsidiary of a financial institution. AR 241/2007 s2 Definitions 1.1 In this Part, Part 1.1 Protection and Maintenance of Assets (a) repealed AR 90/2006 s3; (b) bond means a contract of insurance by which an insurer agrees to indemnify an insured for loss arising out of the act of a third party; (c) security has the meaning given to it in the Securities Act. AR 124/2001 s1;90/2006 Procedures to safeguard assets 2 The board of directors of a provincial company must ensure that there are written procedures in place designed to safeguard assets owned or held by the company and that the procedures are followed by the company. Record of securities 3 A provincial company must maintain an up-to-date record that identifies securities owned or held by the company. Safeguarding of securities 4(1) A provincial company must ensure that securities owned or held by the company (a) are kept secure and in a manner that prevents unauthorized access to them, and (b) are stored in the custody (i) of the company, or 3

6 Section 5 PROVINCIAL COMPANIES REGULATION AR 124/2001 (ii) of an entity that is authorized by the law of the jurisdiction where the entity is carrying on business to act as a custodian, depository or clearing agency for securities. (2) Subsection (1) does not apply in respect of a security that is (a) under the control of the government of a jurisdiction in which the provincial company is carrying on business, (b) pledged as collateral for indebtedness or potential indebtedness of the provincial company, or (c) in transit or being held temporarily by a court or a legal agent of the provincial company. (3) A provincial company must not place a security in the custody of an entity referred to in subsection (l)(b)(ii) unless the company has entered into a written custodial agreement with that entity. Accounts 5 A provincial company must, on a daily basis, hold any net amount received by it as a result of any security transaction in an account in Canada kept by the company (a) in the company, (b) with a bank, (c) with Alberta Treasury Branches, (d) with any of the following that is incorporated by or under an Act of Canada or a province: (i) a loan corporation or a trust corporation; (ii) a credit union; (iii) an entity that is engaged primarily in dealing in securities, including portfolio management and investment counselling, (e) with any other trust corporation that is incorporated by or under an Act of Canada or a province and that is authorized to hold money in trust by a law of that jurisdiction, (f) with the government of a province in which the company is carrying on business, or with an agency of that government that is authorized to act as a custodian, or 4

7 Section 6 PROVINCIAL COMPANIES REGULATION AR 124/2001 (g) with The Canadian Depository for Securities Limited. Registration of securities 6(1) A provincial company must ensure that each security owned or held by it is registered in the name of the provincial company on the register of the entity that issued the security. (2) Subsection (1) does not apply in respect of a security that (a) cannot be registered in the company s name for any reason that is beyond the control of the company, (b) is under the control of the government of a jurisdiction in which the company is carrying on business, (c) is held by the company as collateral or for safekeeping, (d) is registered in the name of a nominee of the company or of another entity referred to in section 4(1)(b)(ii), (e) is held under a book entry, certificateless or immobilization system, (f) is held temporarily by (i) an agent of the company, (ii) a liquidator, (iii) a trustee, or (iv) the issuer of the security for purposes of reorganization, amalgamation, liquidation or voting, or (g) is held by the company in bearer form or in registered form in a name other than the company s name, if the security is otherwise protected against loss, fraud, theft and destruction. Bonding and insurance 7(1) A provincial company must acquire and at all times maintain one or more bonds issued by an entity holding a licence that indemnify the company for any loss in respect of assets owned or held by the company arising out of a dishonest or criminal act of an officer or employee of the company. (2) A provincial company must acquire and at all times maintain one or more insurance policies that indemnify the company for 5

8 Section 8 PROVINCIAL COMPANIES REGULATION AR 124/2001 (a) any loss arising out of damage to, or the destruction or mysterious disappearance of, assets owned or held by the company, or (b) any loss arising out of any other usual contingency affecting assets owned or held by the company. (3) A bond referred to in subsection (1) or an insurance policy referred to in subsection (2) must provide that it may not be cancelled or terminated by the insurer or the insured until at least 30 days after the receipt by the Superintendent of a written notice from the insurer or the insured, as the case may be, of that person s intention to cancel or terminate the bond or insurance policy. (4) The bond or insurance policy must be in an amount that is fixed by the directors of the provincial company having regard to (a) the nature and value of the assets owned or held by the company, (b) the arrangements and procedures applicable to the handling and safeguarding of the assets owned or held by the company, and (c) any other factors that might affect the extent of any loss that the company might sustain. Interpretation 8(1) In this Part, Part 2 Investments (a) repealed AR 90/2006 s4; (b) generally accepted accounting principles means the generally accepted accounting principles, including the accounting recommendations, of the Canadian Institute of Chartered Accountants set out in the Handbook published by that Institute, as amended from time to time; (c) securities dealer means a body corporate that is registered as a dealer under the Securities Act or in a similar capacity under comparable legislation of another jurisdiction in Canada. (2) The definitions in section 415 of the Act apply to this Part. 6

9 Section 9 PROVINCIAL COMPANIES REGULATION AR 124/2001 (3) The aggregate prescribed amount for the purpose of section 415(a)(i)(A) of the Act is $ AR 124/2001 s8;90/2006 Method of valuation 9 For the purpose of section 44(4) of the Act, the assets of a provincial company, including investments, must be valued in accordance with generally accepted accounting principles. International agencies 10 For the purposes of sections 415(a)(i)(B) and 415(a)(ii)(B) of the Act, the following are prescribed international agencies: (a) Asian Development Bank; (b) Inter-American Bank; (c) International Bank for Reconstruction and Development; (d) International Finance Corporation; (e) European Bank for Reconstruction and Development. Meaning of connected 11 For the purpose of section 415(b) of the Act, a person is connected to another person if (a) one of them is an affiliate of the other, or (b) in respect of a loan by a third party to both of those persons or an investment by a third party in both of those persons, (i) the loans or investments are for the same purpose, (ii) the expected source of repayment on the loans or investments is the same, or (iii) the security for the loans or investments is the same, and those persons are not to a material extent financially independent of each other. Investment maximums 12(1) Subject to subsection (2), the prescribed percentage for the purpose of section 418(1) of the Act is 5%. 7

10 Section 13 PROVINCIAL COMPANIES REGULATION AR 124/2001 (2) For commercial loans, the prescribed percentage for the purpose of section 418(1) of the Act is 2%. Exceptions to prohibited investments 13 The other prescribed investments for the purpose of section 418(2)(e) of the Act are the following: (a) any deposit with or any debt obligation or acceptance of any of the following where the deposit, debt obligation or acceptance has a residual maturity of less than one year: (i) a bank; (ii) Alberta Treasury Branches; (iii) a loan corporation or trust corporation incorporated by or under an Act of Canada or a province; (iv) a credit union incorporated under the Credit Union Act; (b) any deposit with any of the following that control the provincial company: (i) a bank; (ii) Alberta Treasury Branches; (iii) a loan corporation or trust corporation incorporated by or under an Act of Canada or a province; (iv) a credit union incorporated under the Credit Union Act; (c) any foreign exchange, interest rate, equity or commodity contract with any of the following where the contract has a residual maturity of less than one year: (i) a bank; (ii) Alberta Treasury Branches; (iii) a loan corporation or trust corporation incorporated by or under an Act of Canada or a province; (iv) a credit union incorporated under the Credit Union Act; (d) any foreign exchange, interest rate, equity or commodity contract, in the normal course of business, with a financial 8

11 Section 14 PROVINCIAL COMPANIES REGULATION AR 124/2001 institution that controls the provincial company or is affiliated with the provincial company; (e) any direct obligation of and that portion of any obligation fully and unconditionally guaranteed by any of the following: (i) a municipality or Metis settlement or an agency of a municipality or Metis settlement; (ii) a government that is a member of the Organization of Economic Development and Cooperation or an agency of that government; (iii) an international agency listed in section 10. Leasing and related agreements 14(1) In this section, (a) agreement means (i) a security agreement as defined in the Personal Property Security Act, or (ii) a financial lease agreement, being an agreement for a lease of personal property in which credit is extended by the lessor to the lessee for the purpose of enabling the lessee to meet the lessee s obligations under the lease; (b) property means the personal property to which an agreement relates. (2) A provincial company must not beneficially own shares in a financial leasing corporation described in section 15(b) unless (a) the aggregate of (i) the book value of all of the property that is subject to agreements held by the financial leasing corporation, and (ii) all amounts owing as receivables in respect of such agreements is equal to at least 80% of the assets of the subsidiary, and (b) the financial leasing corporation meets the requirements of the agreements. 9

12 Section 14 PROVINCIAL COMPANIES REGULATION AR 124/2001 (3) A provincial company may enter into or acquire agreements only if the following requirements are met: (a) the company must not direct its customers or potential customers to particular dealers in the property; (b) at no time may the aggregate of the estimated residual values of all the property of the company, excluding motor vehicles, leased under the financial lease agreements exceed 10% of the aggregate of the costs of acquisition of that leased property to the company; (c) the estimated residual value of property leased under a financial lease agreement must not exceed, (i) in the case of motor vehicles, 50% of their cost of acquisition, or (ii) in the case of any other property, 20% of its cost of acquisition to the company; (d) the agreement must be entered into or acquired for the purpose of extending credit to the lessee or purchaser; (e) the property that is the subject of the agreement must be selected by the lessee or buyer and (i) must be acquired by the company at the request of the lessee or buyer, or (ii) must have been acquired by the company through the operation of an earlier agreement; (f) the agreement must yield a return that (i) will compensate the company for not less than its full investment in the property, (ii) is reasonable, taking into account (A) the term of the agreement and the other terms and conditions of it, (B) the technological obsolescence of the property, and (C) the rate of return sought by other lessors in respect of similar agreements in respect of similar property and under the same terms and conditions, 10

13 Section 14 PROVINCIAL COMPANIES REGULATION AR 124/2001 and (iii) is calculated by taking into account (A) rental charges paid by the lessee or purchaser, (B) estimated tax benefits of the agreement to the company, including tax credits and capital cost allowance claims, and (C) the amount of, (I) where the lessee or purchaser or a third party who is dealing at arm s length with the company has, on or before the commencement of the agreement, contracted to purchase the property or unconditionally guaranteed the resale value of the property at the date of expiry of the agreement, the purchase price or the resale value so guaranteed, or (II) in any other case, but subject to clause (c), the estimated residual value of the property; (g) the agreement must contain a provision (i) assigning and conveying to the lessee or purchaser the benefit of all warranties, guarantees or other undertakings made by a manufacturer or supplier relating to the property, or (ii) setting out the responsibilities of the company with regard to the warranties, guarantees or other undertakings referred to in subclause (i); (h) the agreement must substantially transfer to the lessee or purchaser the benefits and risks incidental to the operation of the property and must not place responsibility on the part of the company to install, promote, service, clean, maintain or repair the property; (i) where the lessee or purchaser defaults in the manner set out in the agreement and the default is not waived or the agreement, including any renewals or extensions of it, expires, the company must (i) liquidate its interest in the property, or (ii) enter into a new agreement in respect of that property within 2 years of that default or expiry or, where 11

14 Section 15 PROVINCIAL COMPANIES REGULATION AR 124/2001 proceedings in respect of that property have prevented the company from complying with that requirement within that period, within 2 years of the completion of those proceedings. (4) An agreement may be renewed on its expiry and may be extended during its term. Limitation on shareholding 15 The following are prescribed bodies corporate for the purpose of section 421(3)(e) of the Act: (a) a factoring corporation, being a body corporate whose activities are limited to acting as a factor in relation to accounts receivable, including the lending of money and the raising of money for the purpose of financing those activities; (b) a financial leasing corporation, being a body corporate that enters into or acquires agreements as defined in section 14(1)(a) of this Regulation; (c) an information management corporation, being a body corporate that carries on the business of (i) the collection, manipulation and transmission of information that is primarily financial or economic in nature, or (ii) the sale of related software; (d) an investment counselling corporation, being a body corporate that is registered as an investment counsel under the Securities Act or in a similar capacity under comparable legislation in another jurisdiction in Canada; (e) a mutual fund corporation, being a body corporate whose activities are limited to the investing of the funds of the body corporate or a body corporate that is an issuer of securities that entitle the holder to receive, on demand or within a specified period after demand, an amount computed by reference to the value of a proportionate interest in the whole or in a part of the net assets, including a separate fund or trust account, of the issuer of those securities; (f) a mutual fund distribution corporation, being a body corporate that is registered as a mutual fund dealer under the Securities Act or in a similar capacity under comparable legislation in another jurisdiction in Canada; 12

15 Section 15 PROVINCIAL COMPANIES REGULATION AR 124/2001 (g) a portfolio management corporation, being a body corporate that is registered as a portfolio manager under the Securities Act or in a similar capacity under comparable legislation in another jurisdiction in Canada; (h) a real property brokerage corporation, being a body corporate whose activities are limited to acting as an agent for vendors or purchasers of real estate; (i) a real property corporation, being a body corporate that is primarily engaged in holding, managing or otherwise dealing with (i) real property, or (ii) shares of a body corporate or ownership interests in an unincorporated entity that is primarily engaged in holding, managing or otherwise dealing with real property, including another real property corporation or a real property holding vehicle; (j) a real property holding vehicle, being a limited partnership or a trust that is primarily engaged in holding, managing or otherwise dealing with (i) real property, or (ii) shares of a body corporate or ownership interests in an unincorporated entity that is primarily engaged in holding, managing or otherwise dealing with real property, including a real property corporation or another real property holding vehicle; (k) a securities dealer; (k.1) an insurance agency corporation, being a body corporate that sells insurance; (l) a service corporation, being a body corporate whose activities are limited to the provision of management services to (i) a provincial company, (ii) a financial institution that is affiliated with a provincial company, or (iii) a body corporate in which a provincial company or financial institution that is affiliated with a provincial company holds or beneficially owns, separately or in the aggregate, more than 50% of the issued and outstanding voting shares; 13

16 Section 16 PROVINCIAL COMPANIES REGULATION AR 124/2001 (m) a specialized financing corporation, being a body corporate that is primarily engaged in providing specialized business management in making investments or providing financing or advisory services. AR 124/2001 s15;17/2009 Meaning of interest in real property 16 For the purposes of sections 427 and 429 of the Act, interest in real property means (a) an interest in real property that, under the generally accepted accounting principles, would be shown as real property owned by the provincial company in its financial statements, (b) an ownership interest, including shares, in a real property corporation or a real property holding vehicle that is not a joint venture and in which the provincial company or a subsidiary of the company that is not a financial institution has a substantial interest, (c) a debt obligation issued by a real property corporation or a real property holding vehicle that is not a joint venture and in which the provincial company or a subsidiary of the company that is not a financial institution has a substantial interest, and beneficially owned by the company or a subsidiary of the company that is not a financial institution, (d) a loan to a real property corporation or a real property holding vehicle that is not a joint venture and in which the provincial company or a subsidiary of the company that is not a financial institution has a substantial interest, where the loan is made by the company or a subsidiary of the company that is not a financial institution, (e) a loan to (i) a real property corporation or a real property holding vehicle in which a financial institution controlled by the provincial company has a substantial interest, where the loan is made by the company or a subsidiary of the company that is not a financial institution, and (ii) a real property corporation or a real property holding vehicle that is controlled by a real property corporation or a real property holding vehicle described in subclause (i) where the loan is made by 14

17 Section 17 PROVINCIAL COMPANIES REGULATION AR 124/2001 the provincial company or a subsidiary of the company that is not a financial institution, (f) a debt obligation issued by a real property corporation or a real property holding vehicle described in clause (e) and beneficially owned by the provincial company or a subsidiary of the company that is not a financial institution, (g) a debt obligation issued by a real property corporation or a real property holding vehicle that is not a joint venture and in which the provincial company or a subsidiary of the company that is not a financial institution has a substantial interest, and beneficially owned by a third party and guaranteed by the company or a subsidiary of the company that is not a financial institution, or (h) a loan made by a third party to a real property corporation or a real property holding vehicle and guaranteed by the provincial company or a subsidiary of the company that is not a financial institution, but does not include an interest in real property owned by a financial institution or by an entity controlled by the financial institution, where the financial institution is controlled by the provincial company. Additional interest in real property 17(1) In this section, (a) designated entity means an entity other than (i) a joint venture, (ii) a financial institution, or (iii) an entity that is controlled by a financial institution; (b) real property corporation means a body corporate described in section 15(i); (c) real property holding vehicle means a limited partnership or trust described in section 15(j); (d) related real property entity, in respect of a provincial company, means (i) a real property corporation or a real property holding vehicle, other than a designated entity controlled by the company, in which the company or a designated 15

18 Section 18 PROVINCIAL COMPANIES REGULATION AR 124/2001 entity controlled by the company beneficially owns sufficient shares or ownership interests to cause the company or designated entity to have a substantial interest in the real property corporation or real property holding vehicle, or (ii) a real property corporation or a real property holding vehicle that is controlled by a real property corporation or a real property holding vehicle described in subclause (i). (2) For the purposes of sections 427 and 429 of the Act, where a provincial company or a designated entity controlled by a provincial company makes a loan to, or beneficially owns or guarantees the debt obligation of, a third party, the loan or debt obligation is an interest of the company in real property if it is secured by (a) real property beneficially owned by a third party in conjunction with or (i) the company, (ii) the designated entity, (iii) a related real property entity of the company, (iv) a financial institution controlled by the company, (v) an entity controlled by a financial institution referred to in subclause (iv), or (vi) a real property corporation described in section 16(e), (b) shares or ownership interests beneficially owned by a third party in (i) an entity that beneficially owns real property in conjunction with the company, a related real property entity of the company or a designated entity that is controlled by the company, or (ii) a related real property entity of the company. AR 124/2001 s17;90/2006 Exception to s424 of Act 18 For the purpose of section 424(3) of the Act, section 424(1) of the Act does not apply to interests in real property described in section 16 of this Regulation that are acquired by a provincial 16

19 Section 19 PROVINCIAL COMPANIES REGULATION AR 124/2001 company or any of its subsidiaries as a result of a realization of a security interest. Prescribed subsidiaries 19 For the purposes of sections 426, 427, 428 and 429 of the Act, every subsidiary of a provincial company is a prescribed subsidiary of that company except (a) a subsidiary that is a financial institution, or (b) a subsidiary of a financial institution. Limits on equity acquisitions 20 For the purpose of section 428 of the Act, the prescribed percentage of the total assets of the provincial company is 25%. AR 124/2001 s20;18/2008 Part 2.1 Capital Adequacy Maintenance of adequate capital 20.1(1) A provincial property and casualty company maintains adequate capital if the amount of capital available to it on an ongoing basis is equal to or exceeds the minimum amount of capital required, as calculated using the Minimum Capital Test form in the annual return form designated P & C 1, as established for provincial property and casualty companies under section 803 of the Act. (2) The Minister shall ensure that a blank copy of the test form referred to in subsection (1) is published in such manner as is considered appropriate. AR 340/2003 s2;90/2006 Part 3 Transactions with Related Parties Interpretation 21(1) Repealed AR 90/2006 s7. (2) For the purpose of section 433(1)(c)(vii) of the Act, a senior official of a body corporate includes (a) each of the 5 highest paid employees of the body corporate, 17

20 Section 22 PROVINCIAL COMPANIES REGULATION AR 124/2001 (b) branch managers of the body corporate, and (c) other persons who perform for the body corporate functions that are normally performed by a branch manager. AR 124/2001 s21;90/2006 Meaning of related party 22 Notwithstanding section 434(2) of the Act, (a) a financial institution that wholly owns a provincial company, and (b) a subsidiary of a provincial company that is wholly owned by the company are related parties of that provincial company for the purposes of (c) a transfer of real estate or securities between the provincial company and a related party of the company, or (d) a transaction, guarantee or investment that involves the provincial company and a related party of the company that is not at fair market rate. Prescribed matters under s439 of Act 23(1) A provincial company or a subsidiary of a provincial company may enter into a transaction under section 439(1)(c)(i) of the Act if the purpose of the transaction is (a) to support the short-term liquidity needs of the provincial company or subsidiary or the related party, or (b) to enable the clearance of cheques. (2) A provincial company or a subsidiary of a provincial company may enter into a transaction under section 439(1)(c)(ii) of the Act if the transaction consists of the acquisition of securities in which the provincial company or subsidiary is permitted to invest under Subpart 11 of the Act, other than securities issued by a related party. Prescribed securities under s440(e) of Act 24 For the purpose of section 440(e) of the Act, a provincial company or its subsidiary may 18

21 Section 25 PROVINCIAL COMPANIES REGULATION AR 124/2001 (a) sell to or redeem from a related party other than a subsidiary the provincial company s or subsidiary s own subordinated notes, debentures or shares, and (b) sell to or acquire from a related party the following securities: (i) securities that are issued or guaranteed by the Government of Canada or the government of a province or by any of their agencies, or issued by a university, a municipality, a Metis settlement or a hospital or school board in Canada; (ii) debt securities including banker s acceptances, (other than subordinated debt securities) that are issued or guaranteed by a financial institution duly authorized to take deposits in Canada; (iii) bonds, debentures or commercial paper issued by a body corporate incorporated in Canada that have, at the date of acquisition or sale, a rating in accordance with the table in the Schedule. Prescribed condition under s440(g) of Act 25 A loan may be made or a guarantee may be given under section 440(g) of the Act only if the loan or guarantee is fully secured by one or more of the following: (a) real estate valued at fair market rate at the time of the loan or guarantee, or securities that have a rating in accordance with the table in the Schedule at the time of the loan or guarantee; (b) securities that are issued or fully guaranteed by the Government of Canada or of a province or by a municipality or Metis settlement; (c) securities evidencing deposits with a deposit-taking institution other than one that is a related party; (d) bonds, debentures or commercial paper issued by a body corporate incorporated in Canada, other than a financial institution that is a related party, that have, at the date of acquisition, a rating in accordance with the table in the Schedule. Prescribed qualifications and purposes under s440(j) of Act 26 A loan may be made under section 440(j) of the Act 19

22 Section 27 PROVINCIAL COMPANIES REGULATION AR 124/2001 (a) only if the loan is fully secured by securities of the following type: and (i) securities that are issued or fully guaranteed by the Government of Canada or of a province or by a municipality or Metis settlement; (ii) securities evidencing deposits with a deposit-taking institution other than one that is a related party; (iii) bonds, debentures or commercial paper issued by a body corporate incorporated in Canada, other than a financial institution that is a related party, that have, at the date of acquisition, a rating in accordance with the table in the Schedule, (b) only if the loan is made for the purpose of supporting the short-term liquidity needs of the provincial company or its subsidiary. Permitted transactions under s440(m) of Act 27(1) The other transactions referred to in section 440(m) of the Act are the following: (a) a swap or a similar agreement; (b) an agreement for the purchase or sale of financial futures, options or forward contracts with a securities dealer that is a related party if the securities dealer is acting as agent, not as principal, and the transaction is at fair market rate; (c) a transaction with a securities dealer that is a related party involving the underwriting of the provincial company s securities or the provision of other services associated with a primary distribution of the company s securities. (2) Where a provincial company enters into a swap with another party (referred to as the counter-party), the counter-party must be an issuer of and have issued debt securities that are outstanding and having a rating in accordance with the table in the Schedule. (3) In this section, (a) financial future means a contract to buy or sell a standard quantity of a specified financial instrument on or before a specified future date at an agreed price; 20

23 Section 28 PROVINCIAL COMPANIES REGULATION AR 124/2001 (b) forward contract means a contract to buy or sell currency or a specified financial instrument on or before a specified future date at an agreed price; (c) option means a contract under which a person acquires the right to buy or sell a particular security at a specified future date at an agreed price; (d) swap means an agreement between 2 parties whereby one party offers to pay specified obligations of another party and in exchange the other party agrees to pay specified obligations of the first party. Related party transactions prescribed limits 28 The following are the prescribed limits for the purpose of section 444 of the Act: (a) the aggregate of (i) the outstanding principal and interest owing on all loans by a provincial company to related parties of the company, (ii) the book value of all current investments by a provincial company in the securities of related parties of the company, and (iii) the contracted amount of all outstanding guarantees made or entered into by a provincial company on behalf of related parties of the company must not exceed 10% of the provincial company s total assets; (b) a provincial company must not allow the aggregate amount of its liability in respect of deposits received by it from financial institutions that are related parties of the company to exceed 2% of the company s total assets. Part 4 Repeal, Expiry and Coming into Force Repeal 29 The Provincial Companies Regulation (AR 289/96) is repealed. 21

24 Section 30 PROVINCIAL COMPANIES REGULATION AR 124/2001 Expiry 30 For the purpose of ensuring that this Regulation is reviewed for ongoing relevancy and necessity, with the option that it may be repassed in its present or an amended form following a review, this Regulation expires on April 30, AR 124/2001 s30;90/2006 Coming into force 31 This Regulation comes into force on the coming into force of any section of the Insurance Act (SA 1999 ci-5.1). Schedule TABLE OF SECURITIES RATINGS Rating Organization Commercial Paper Bonds and Debentures Preferred Shares Canadian Bond Rating Service Dominion Bond Rating Service Standard and Poors A - 1 A P - 2 R - 1 A Pfd - 2 A - 1 A Not applicable Moody s P - 1 A a 22

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