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C.C.S.M. c. I40
The Insurance Act
| Table of Contents | Schedule | Regulations |
| Sections: 1 - 208(2) | 208(3) - 409 | |
HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows:
1 In this Act, except where inconsistent with the interpretation section of any Part,
"accident insurance" means insurance by which the insurer undertakes, otherwise than incidentally to some other class of insurance defined by or under this Act, to pay insurance money in the event of accident to the person or persons insured, but does not include insurance by which the insurer undertakes to pay insurance money both in the event of death by accident and in the event of death from any other cause; (« assurance-accidents corporels »)
"accidental death insurance" means insurance undertaken by an insurer as part of a contract of life insurance whereby the insurer undertakes to pay an additional amount of insurance money in the event of the death by accident of the person whose life is insured; (« assurance en cas de décès accidentel »)
"adjuster" means a person who
(a) for or on behalf of an insurer or an insured, for compensation or reward or the hope or expectation thereof, solicits the right to negotiate the settlement of, or investigate, a loss or claim under a contract, or under a fidelity, surety, or guaranty bond issued by an insurer, or directly or indirectly negotiates, investigates, adjusts, or settles, any such loss or claim, or
(b) holds himself out as an adjuster, investigator, consultant, or adviser, with respect to the adjustment, negotiation, or settlement, of such losses or claims,
but does not include a member of The Law Society of Manitoba entitled to practise as a solicitor in the province acting for or on behalf of a client in the course of, and as part of, his practice as a solicitor; (« expert »)
"agent" means a person who, for compensation solicits insurance on behalf of any insurer or transmits for a person other than himself, an application for or a policy of insurance to or from such insurer or offers or acts or assumes to act in the negotiation of such insurance or in negotiating the continuance or renewal of other than life insurance contracts; (« agent »)
"automobile" includes a trolley bus and a self-propelled vehicle, and the trailers, accessories and equipment of automobiles, but does not include railway rolling stock that runs on rails, watercraft or aircraft; (« automobile »)
"automobile insurance" means insurance
(a) against liability arising out of
(i) bodily injury to or the death of a person, or
(ii) loss of or damage to property, caused by an automobile for the use or operation thereof, or
(b) against loss of or damage to an automobile and the loss of use thereof,
and includes insurance otherwise coming within the class of accident insurance where the accident is caused by an automobile or the use or operation thereof, whether liability exists or not, if the contract also includes insurance described in clause (a); (« assurance-automobile »)
"aircraft insurance" means insurance against loss of or damage to an aircraft and against liability for loss or damage to persons or property caused by an aircraft, or by the operation thereof; (« assurance-aviation »)
"boiler and machinery insurance" means insurance against loss or damage to property and against liability for loss or damage to persons or property through the explosion, collapse, rupture, or breakdown of, or accident to, boilers or machinery of any kind; (« assurance bris des machines »)
"chief agency" means the head office of the insurer, or the registered office in the province, of a licensed insurer having its head office out of the province; (« agence principale »)
"common-law partner" of a person means
(a) another person who, with the person, registered a common-law relationship under section 13.1 of The Vital Statistics Act, or
(b) another person who, not being married to the person, cohabited with him or her in a conjugal relationship
(i) for a period of at least three years, or
(ii) for a period of at least one year and they are together the parents of a child,
except where either
(c) the dissolution of the common-law relationship has been registered under section 13.2 of The Vital Statistics Act, or
(d) the person has lived separate and apart from the other person for at least three years; (« conjoint de fait »)
"common-law relationship" means the relationship between two persons who are common-law partners of each other; (« union de fait »)
"contract" and "contract of insurance" mean a contract the subject matter of which is insurance, and includes any writing evidencing the contract, but where such words are used in a Part of this Act relating to a specific class of insurance they shall, when so used, mean a contract of the class of insurance to which the Part relates; (« contrat » et "contrat d'assurance »)
"court" means Her Majesty's Court of Queen's Bench for Manitoba; (« tribunal »)
"credit insurance" means insurance against loss to the insured through the insolvency or default of a person to whom credit is given in respect of goods, wares or merchandise; (« assurance-crédit »)
"disability insurance" means insurance undertaken by an insurer as part of a contract of life insurance whereby the insurer undertakes to pay insurance money or to provide other benefits in the event that the person whose life is insured becomes disabled as a result of bodily injury or disease; (« assurance-invalidité »)
"employees' mutual benefit society" means a society incorporated or formed and carried on by the officers or officers and employees of an employer for the purpose of providing support and pensions for such of the officers or employees as become incapacitated or as cease to be employed by the employer, or for the purpose of paying pensions, annuities or gratuities to, or for dependants of, such officers or employees, or funeral benefits upon the death of such officers or employees, and membership in which is restricted exclusively to bona fide employees of one employer; (« société mutuelle de salariés »)
"employers' liability insurance" means insurance (not being insurance incidental to some other class of insurance defined by or under this Act) against loss to an employer through liability for accidental injury to, or death of, an employee arising out of or in the course of his employment but does not include workmen's compensation insurance; (« assurance responsabilité patronale »)
"endowment insurance" means an undertaking to pay an ascertained or ascertainable sum at a fixed future date, if the person whose life is insured is then alive, or at his death, if he dies before such date; (« assurance mixte »)
"exchange" or "reciprocal or inter-insurance exchange" means a group of persons exchanging reciprocal contracts of indemnity or inter-insurance with each other through the same attorney; (« bourse » ou « bourse d'assurance réciproque ou d'interassurance »)
"family" includes a common-law partner; (« famille »)
"fire insurance" means insurance (not being insurance incidental to some other class of insurance defined by or under this Act) against loss of or damage to property through fire, lightning or explosion due to ignition; (« assurance-incendie »)
"foreign jurisdiction" includes any jurisdiction other than Manitoba; (« territoire étranger »)
"fraternal society" means a society, order, or association incorporated for the purpose of making with its members only and not for profit, contracts of life, accident, or sickness insurance in accordance with its constitution, by-laws, and rules and this Act; but does not include a mutual benefit society, a friendly society, an employees' mutual benefit society, or a trade union benefit society; (« société de secours mutuels »)
"friendly society" means a society, order, association or corporation formed or incorporated, and carried on for the purpose of making with its members only, and not for profit, contracts under which
(a) sickness, accident and disability benefits, or any one or more of them, not exceeding $5. per week, or
(b) funeral benefits not exceeding $150.,
for all of such benefits, may be paid only to its members or their beneficiaries, in accordance with its constitution and laws and the provisions of this Act; (« société de collecte »)
"guarantee insurance" means the undertaking to perform an agreement or contract or to discharge a trust, duty, or obligation upon default of the person liable for the performance or discharge, or to pay money upon such default or in lieu of the performance or discharge, or where there is loss or damage through such default, and includes insurance against loss or liability for loss due to the invalidity of the title to any property or of any instrument or to any defect in such title or instrument, but does not include credit insurance; (« assurance de cautionnement »)
"guarantee plan" means a plan to guarantee, in whole or in part, the fulfilment of certain insurers' obligations; (« plan de garantie »)
"hail insurance" means insurance against loss of or damage to crops caused by hail; (« assurance contre la grêle »)
"industrial contract" means a contract of life insurance for an amount not exceeding $2,000., exclusive of any benefit, surplus, profit, dividend or bonus also payable under the contract, and which provides for payment of premiums at fortnightly or shorter intervals, or if the premiums are usually collected at the home of the insured, at monthly intervals; (« contrat populaire »)
"inland transportation insurance" means insurance (other than marine insurance) against loss of or damage to property:
(a) while in transit or during delay incidental to transit, or
(b) where, in the opinion of the superintendent, the risk is substantially a transit risk; (« assurance transports terrestres »)
"insurance" means the undertaking by one person to indemnify another person against loss or liability for loss in respect of a certain risk or peril to which the object of the insurance may be exposed, or to pay a sum of money or other thing of value upon the happening of a certain event and, without limiting the generality of the foregoing, includes life insurance; but does not include an agreement of the nature commonly described as an investment contract made by a person not licensed under this Act to undertake contracts of insurance; (« assurance »)
"insurance fund," as applied to a fraternal society or as applied to any corporation not incorporated exclusively for the transaction of insurance, includes all money, securities for money and assets appropriated by the rules of the society or corporation to the payment of insurance liabilities or appropriated for the management of the insurance branch, department or division of the society, or otherwise legally available for insurance liabilities, but does not include funds of a trade union appropriated to or applicable for the voluntary assistance of wage earners unemployed or upon strike; (« fonds d'assurance »)
"insurance on the cash plan" means any insurance that is not mutual insurance; (« assurance au comptant »)
"insured" means a person insured by a contract whether named or not; (« assuré »)
"insurer" means the person who undertakes or agrees or offers to undertake a contract; (« assureur »)
"legal expense insurance" means insurance against the cost incurred by a person for specified legal services, including fees or other costs, incurred relative to the provision of those services; (« assurance-frais de justice »)
"licence" means a licence issued under this Act; (« licence »)
"life insurance" means an undertaking by an insurer to pay insurance money
(a) on death, or
(b) on the happening of an event or contingency dependent on human life, or
(c) at a fixed or determinable future time, or
(d) for a term dependent on human life,
and without limiting the generality of the foregoing, includes
(e) accidental death insurance but not accident insurance,
(f) disability insurance, and
(g) an undertaking to provide an annuity, or what would be an annuity except that the periodic payments may be unequal in amount, for a term dependent solely or partly on a human life, and such an undertaking shall be deemed always to have been life insurance; (« assurance-vie »)
"livestock insurance" means insurance (not being insurance incidental to some other class of insurance defined by or under this Act) against loss through the death or sickness of or accident to an animal; (« assurance-bétail »)
"marine insurance" means insurance against marine losses; that is to say, the losses incident to marine adventure, and may by the express terms of a contract or by usage of trade extend so as to protect the insured against losses on inland waters or by land or air, which are incidental to any sea voyage; (« assurance maritime »)
"minister" means that member of the Executive Council charged with the administration of this Act; (« ministre »)
"motor vehicle" has the same meaning as "automobile"; (« véhicule automobile »)
"motor vehicle liability policy" means a policy or part of a policy evidencing a contract insuring
(a) the owner or driver of an automobile, or
(b) a person who is not the owner or driver thereof where the automobile is being used or operated by his employee or agent or any other person on his behalf, against liability arising out of bodily injury to or the death of a person or loss or damage to property caused by an automobile or the use or operation thereof; (« police de responsabilité automobile »)
"mutual benefit society" means a society, order or association incorporated, and carried on, for the purpose of making with its members only, and not for profit, contracts under which
(a) sickness, accident and disability benefits or any one or more of them, not exceeding $10. per week, or
(b) funeral benefits not exceeding $300.,
or all such benefits, may be paid only to its members or their beneficiaries, in accordance with its constitution and laws and the provisions of this Act; but does not include a friendly society, or an employees' mutual benefit society, or a trade union benefit society; (« société mutuelle »)
"mutual insurance" means a contract of insurance, other than life, accident and sickness insurance, in which the consideration is not fixed or certain at the time the contract is made and is to be determined at the termination of the contract or at fixed periods during the term of the contract according to the experience of the insurer in respect of all similar contracts whether or not the maximum amount of such consideration is predetermined; (« assurance mutuelle »)
"mutual insurance company" means an insurer incorporated under the laws of the province without share capital that is not a fraternal society, a friendly society, an employees' mutual benefit society, a mutual benefit society or a trade union benefit society; (« compagnie d'assurance mutuelle »)
"non-owner's policy" means a motor vehicle liability policy insuring a person solely in respect of the use or operation by him or on his behalf of an automobile that is not owned by him; (« police de conducteur »)
"officer" includes any trustee, director, manager, treasurer, secretary, or member of the board or committee of management of an insurer, or any person appointed by the insurer to sue and be sued in its behalf; (« dirigeant »)
"owner's policy" means a motor vehicle liability policy insuring a person in respect of the ownership, use or operation of an automobile owned by him and within the description or definition thereof in the policy and, if the contract so provides, in respect of the use or operation of any other automobile; (« police de propriétaire »)
"personal property insurance" means insurance against loss of, or damage to, movable or personal property; (« assurance biens personnels »)
"plate glass insurance" means insurance (not being insurance incidental to some other class of insurance defined by or under this Act) against loss of or damage to plate, sheet or window glass, whether in place or in transit; (« assurance bris des glaces »)
"policy" means the instrument evidencing a contract; (« police »)
"premium" means the single or periodical payment to be made for the insurance, and includes dues and assessments; (« prime »)
"premium note" means an instrument given as consideration for insurance whereby the maker undertakes to pay such sum or sums as are legally demanded by the insurer, the aggregate of such sums not to exceed an amount specified in the instrument and includes any undertaking to pay such sums regardless of the form thereof and whether or not accompanied by a deposit of money or security; (« billet de souscription »)
"prescribed" means prescribed in the regulations or otherwise under the authority of this Act; (« prescrit »)
"property" includes profits, earnings, and other pecuniary interests, and expenditure for rents, interest, taxes, and other outgoings and charges and in respect of inability to occupy the insured premises, but only to the extent of express provision in the contract; (« biens »)
"property damage insurance" means insurance against loss of or damage to property which is not included in or incidental to some other class of insurance defined by or under this Act; (« assurance contre les dommages matériels »)
"public liability insurance" means insurance against loss or damage to the person or property of others which is not included in or incidental to some other class of insurance defined by or under this Act; (« assurance responsabilité civile »)
"sick and funeral benefits" includes insurance against sickness, disability or death; (« prestations d'assurance-maladie et indemnités funéraires »)
"sickness insurance" means insurance by which the insurer undertakes to pay insurance money in the event of sickness of the person or persons insured, but does not include disability insurance; (« assurance-maladie »)
"sprinkler leakage insurance" means insurance against loss of or damage to property through the breakage or leakage of sprinkler equipment or other fire protection system, or of pumps, water pipes, or plumbing and its fixtures; (« assurance-extincteurs automatiques »)
"superintendent" means the Superintendent of Insurance and includes the deputy; (« surintendant »)
"theft insurance" means insurance against loss or damage through theft, wrongful conversion, burglary, housebreaking, robbery, or forgery; (« assurance-vol »)
"title insurance" means insurance against loss or damage caused by defect in the title to real property, or by the existence of liens, encumbrances, or servitudes upon real property, or by other matters affecting the title to real property or the right to the use and enjoyment thereof, or by defect in the execution of mortgages, hypothecs, or deeds of trust; (« assurance titres de propriété »)
"trade union" means an organization of wage-earners of a particular trade or industrial calling constituted primarily and operated bona fide for regulation of wages and hours of labour as between employers and employed; but does not include a co-operative association or corporation; (« syndicat ouvrier »)
"trade union benefit society" means a society, association or corporation, membership in which is restricted exclusively to bona fide members of one trade union and which under the authority of its charter has an assurance or benefit fund for the benefit of its own members exclusively; (« société mutuelle syndicale »)
"weather insurance" means insurance against loss or damage through windstorm, cyclone, tornado, rain, hail, flood or frost, but does not include hail insurance; (« assurance-intempéries »)
"workers compensation insurance" means insurance of an employer against the cost of compensation prescribed by statute for bodily injury, disability, or death of a worker through accident or disease arising out of or in the course of employment. (« assurance accidents de travail »)
S.M. 1989-90, c. 57, s. 2; S.M. 2002, c. 48, s. 12.
PART I
SUPERINTENDENT AND HIS DUTIES
Appointment of superintendent, deputy, and staff
2(1) An officer to be called: "Superintendent of Insurance" and an officer to be called: "Deputy Superintendent of Insurance" and such other officers and employees under the superintendent as are necessary for the purposes of this Act may be appointed as provided in The Civil Service Act.
2(2) The superintendent shall act under the instructions of the minister, have general supervision of the business of insurance within the province, see that the laws relating thereto are enforced and obeyed, and examine and report to the minister from time to time upon all matters connected therewith.
Applications under section 280 of The Corporations Act
2(3) The superintendent may consider any application, his approval to which is required under section 280 of The Corporations Act.
3 The Deputy Superintendent of Insurance shall act as superintendent during the absence or inability of the superintendent, and shall perform such other duties as are assigned to him by this Act, by the Lieutenant Governor in Council, the minister, or the superintendent.
Agreement with Canada for inspection of insurers
4(1) Notwithstanding anything in this Act or any other Act of the Legislature, the Lieutenant Governor in Council may enter into an agreement or agreements with the Government of Canada under which, upon the terms and conditions therein contained, the Superintendent of Insurance (Canada) shall perform the duties imposed upon the superintendent under the sections of this Act dealing with the financial inspection and supervision of insurers.
Provision for payment to Canada
4(2) Without restricting the generality of subsection (1), an agreement made under subsection (1) may provide for payment to the Government of Canada for the performance of the duties under the agreement by the Superintendent of Insurance (Canada).
Regulations for carrying agreement into effect
4(3) The Lieutenant Governor in Council may make regulations deemed necessary for carrying any agreement into effect, and may authorize the Superintendent of Insurance (Canada) to exercise and perform any or all of the powers granted to and the duties imposed on the superintendent under the sections referred to in subsection (1) and under subsections (4) and (5).
Superintendent to ascertain inspection expenditure during last preceding year
4(4) Where an agreement is entered into under this section, the Superintendent of Insurance (Canada) shall annually, as soon as may be after the close of each fiscal year, by such inquiry or investigation as he may deem necessary, ascertain and certify the total amount of the expenditure incurred for or in connection with the administration of the sections of this Act dealing with the financial inspection and supervision of insurers during the last preceding fiscal year; and the amount of the expenditure so ascertained and certified by the superintendent shall be final and conclusive for all purposes of this section.
4(5) In each year that an agreement made under subsection (1) is in force, the Superintendent of Insurance (Canada) shall assess each insurer for the expenses incurred by the Superintendent of Insurance (Canada) for or in connection with the performance by him of duties under the agreement in respect of that insurer and shall notify the superintendent of the amount of each such assessment.
4(6) Upon being notified of an assessment made against an insurer under subsection (5), the superintendent shall notify the insurer in writing of the amount of the assessment and that amount is a debt due by the insurer to the Crown, payable to the minister and due on the 30th day after the day the insurer receives the notice of assessment.
Agreement for guarantee of insurers
5(1) The Lieutenant Governor in Council may authorize the minister on behalf of the government to enter into an agreement with any corporation organized for the purpose of establishing and administering a guarantee plan, to guarantee, in accordance with the provisions of the guarantee plan, the fulfilment of certain obligations of insurers that become members of the plan under section 30.
5(2) The Lieutenant Governor in Council may make such regulations as the Lieutenant Governor in Council deems necessary
(a) to carry out any agreement referred to in subsection (1); and
(b) to enforce the rights of the Government of Manitoba under an agreement referred to in subsection (1).
S.M. 1989-90, c. 57, s. 3.
6(1) In carrying out his duties and in exercising his powers under this Act or under any other Act relating to insurance, the superintendent may require and may take and receive affidavits, statutory declarations, and depositions, and may examine witnesses upon oath; and he has the same power to summon persons to attend as witnesses, to enforce their attendance, to compel them to produce books, documents and things, and to give evidence as any court has in civil cases.
6(2) An oath required by this Act to be taken, may be administered by the superintendent or by any person authorized to administer oaths in the province.
Superintendent not to be shareholder
7 Neither the superintendent nor any officer under him shall be interested as a shareholder, directly or indirectly, in any insurance company doing business in the province.
Immunity of superintendent and insurance council
8(1) No action or other proceeding may be brought against the superintendent, or against an insurance council established under section 396.1 or a member or employee of an insurance council,
(a) for anything done in good faith in the exercise or intended exercise of a power or in the performance or intended performance of a duty under this Act; or
(b) for any neglect or default in the exercise of a power or the performance of a duty in good faith under this Act.
8(2) The superintendent may bring actions and institute proceedings in his name of office for the enforcement of any provision of this Act or for the recovery of fees and penalties payable hereunder.
8(3) No action or proceeding for the recovery of fees and penalties payable hereunder shall be commenced without the leave of the superintendent.
BOOKS AND RECORDS
9(1) The superintendent shall keep the following books and records:
(a) a register of all licences issued pursuant to this Act, in which shall appear the name of the insurer, the address of its head office, the address of its principal office in Canada, the name and address of its principal general agent in the province, the number of the licence, particulars of the classes of insurance for which the insurer is licensed, and such other information as the superintendent deems necessary;
(b) repealed, S.M. 2000, c. 40, s. 3; and
(c) a record of agents, brokers, adjusters and assistant adjusters licensed or authorized under this Act.
9(2) The books and records required by this section to be kept shall be open to inspection at such time and upon payment of such fees as are prescribed.
R.S.M. 1987 Supp., c. 18, s. 1; S.M. 2000, c. 40, s. 3.
Notice of licence in Manitoba Gazette
10(1) The superintendent shall cause to be published in The Manitoba Gazette notice of every issue of a licence to an insurer not theretofore licensed, and of every suspension, cancellation, revocation or revivor of a licence.
Annual publication in Manitoba Gazette
10(2) A certificate, under the hand and seal of office of the superintendent, that on a stated day an insurer mentioned therein was or was not licensed under this Act, or that any insurer was originally admitted to licence or that the licence of any insurer was renewed, suspended, revived, revoked, or cancelled on a stated day, is evidence of the facts stated in the certificate, without proof of the signature of the superintendent or official signing it.
Certificate of filing evidence
10(3) A certificate of the filing of any document by this or any former Insurance Act required to be filed in the office of the inspector of insurance or of the superintendent is evidence of the filing if signed or purporting to be signed by the superintendent.
S.M. 1989-90, c. 57, s. 4.
DUTIES RESPECTING LICENCES
Superintendent to determine right to licence
11 The superintendent shall determine the right of any insurer to be licensed under this Act, subject to appeal, and to the right of the Lieutenant Governor in Council or of the minister to suspend or cancel any licence as hereinafter provided.
Applications for approval by superintendent
12(1) Where an application is made to the superintendent for his approval of any matter requiring his approval under section 280 of The Corporations Act, he may, subject to appeal, give or withhold his approval, and if he gives his approval he shall state therein to what class of insurance, as defined herein, the applicant belongs, and the kinds of insurance which an insurer of that class may transact; and the applicant shall file with the superintendent such evidence as he may require.
12(2) Where the superintendent withholds his approval of an application made under subsection (1), the applicant may appeal from the decision of the superintendent to the Lieutenant Governor in Council whose decision thereon is final.
13(1) Every decision of the superintendent upon an application for a licence shall be in writing and notice thereof shall be forthwith given to the insurer.
13(2) The insurer, or any person interested shall be entitled, upon payment of the prescribed fee, to a certified copy of the decision.
Stenographic report of evidence
13(3) The evidence and proceedings in any matter before the superintendent may be reported by a stenographer sworn before the superintendent faithfully to report it.
14 An applicant for an insurer's licence may appeal to the Lieutenant Governor in Council from any refusal of the superintendent to issue the licence.
S.M. 1989-90, c. 57, s. 5.
INVESTIGATION OF INSURERS
Consequences of failure to answer inquiries
15 The superintendent may direct to an insurer any inquiry touching its contracts or financial affairs, and the insurer shall make prompt and explicit answer to any such inquiry, and, in case of refusal or neglect to answer, is guilty of an offence.
16 The superintendent, or any person authorized under his hand, shall, at all reasonable times, have access to all the books, securities, and documents of an insurer, agent, or adjuster, that relate to contracts of insurance; and any officer or person in charge, possession, custody or control of such books, securities, or documents who refuses or neglects to afford such access is guilty of an offence.
Duty to furnish information on request
17 The officers, adjusters, and agents of every licensed insurer, every other licensed person, and every insurer, shall furnish the superintendent on his request with full information relative to any contract issued by the insurer or to the insured, as the case may be, and made or deemed to be made within the province, or relative to any settlement or adjustment under any such contract.
18(1) The superintendent shall visit personally, or cause to be visited, at least annually, the head office or chief agency in the province of every licensed insurer, other than a mutual benefit society having less than 300 members, or any insurer as to which he adopts the inspection of some other government, and he shall verify the statement of the condition and affairs of each such insurer filed under this Act, and make such inquiries as are necessary to ascertain its ability to provide for the payment of its contracts as they mature and whether or not it has complied with all the provisions of this Act applicable to its transactions; and the superintendent shall report thereon to the minister as to all matters requiring his attention and decision.
Examination of affairs of insurer
18(2) Where the head office of any such insurer is not in the province the minister may, in his discretion, instruct the superintendent to visit the head office to inspect and examine its affairs and to make such inquiries as the minister requires.
Duty of officers and agents to facilitate examination
18(3) The officers or agents of the insurer shall produce its books and records for the inspection of the superintendent or other person making the inspection, and shall otherwise facilitate the examination so far as is in their power.
Production of books at head office
18(4) In order to facilitate the inspection the superintendent, with the approval of the minister, may require the insurer to produce the books and records at the head office or chief agency of the insurer in the province or at such other place as the superintendent directs; and any officer of the insurer who has custody of the books and records so attending shall be entitled to be paid by the insurer the actual expenses of his attendance.
Examination of affairs of an insurer
18(5) The superintendent, with the approval of the minister, may cause abstracts to be prepared of the books and vouchers and a valuation to be made of the assets and liabilities of any such insurer, and the cost thereof, upon the certificate of the superintendent approved by the minister, shall be paid by the insurer.
18(6) An insurer examined or inspected under this section outside the province shall forthwith pay to the superintendent his expenses in connection therewith upon the delivery to the insurer of the certificate of the superintendent approved by the minister, certifying as to his travelling and living expenses.
18(7) Any amount payable under subsection (6) may be recovered by the superintendent as a debt due to the Crown.
Assistants and their remuneration
18(8) The superintendent may, with the approval of the minister, employ persons to make on his behalf, or to assist him in making, any examination or inspection under this section; and the travelling and living expenses of those persons so employed constitute expenses of the superintendent within the meaning of subsection (6).
Disposal of moneys paid for expenses
18(9) Any moneys paid to the superintendent under this section do not form part of the Consolidated Fund but may be disbursed by the superintendent in payment of his expenses.
18(10) With the consent of the minister, the superintendent may, with respect to any insurer, accept the inspection and report, in whole or in part, of, or made under the authority of, any other government in Canada.
SERVICE OF PROCESS
Service of process on superintendent
19(1) Where the head office of a licensed insurer is situated outside the province, notice or process in any action or proceeding in the province may be effectually served upon the insurer by leaving three copies of the notice or process with the superintendent, or with an employee in the office of the superintendent designated for that purpose by him.
Contracts on cessation of licence
19(2) Where a licensed insurer ceases to be licensed, while any contract made in the province by the insurer is in force, the insurer shall, for the purposes of this section, be deemed to be a licensed insurer.
19(3) Every licensed insurer shall file in the office of the superintendent notice of a post office address to which the notice or process may be forwarded by the superintendent and shall notify the superintendent of any change in the address.
Superintendent to forward process
19(4) The superintendent shall forthwith after the receipt of the notice or process in triplicate forward one copy thereof to the insurer by registered mail, postage prepaid, addressed in the manner last notified to him for this purpose by the insurer.
19(5) The superintendent shall keep a record of all such proceedings, showing the day and hour of the service of process on him; and for that service each insurer shall pay to the superintendent, in the name of the Minister of Finance, for the use of Her Majesty, an annual fee prescribed by the regulations.
No judgment by default unless service is proved
19(6) No judgment against the insurer shall be entered for default of appearance or defence in the action or proceeding unless an affidavit is filed in the court out of, or by, which the process is issued, showing that the superintendent has duly forwarded a copy thereof to the insurer.
S.M. 1989-90, c. 57, s. 6.
ANNUAL REPORT
20(1) The superintendent shall prepare for the minister from the statements filed by the insurers and from any inspection or inquiries made, an annual report, showing particulars of the business of each insurer as ascertained from the statements, inspection, and inquiries; and the report shall be printed and published forthwith after completion.
20(2) In his report the superintendent shall allow as assets only such of the investments of any insurer as are authorized by this Act, its charter or any other Act applicable to such investments.
Superintendent's correction of annual statements
20(3) In his report the superintendent shall make the necessary corrections in the annual statement of any insurer, and may increase or diminish the liabilities of the insurer to the true and correct amounts thereof as ascertained from any examination of its affairs.
Appraisement of real estate of insurer
20(4) Where it appears to the superintendent, or where he has reason to suppose, from the annual statement, that the value placed by an insurer incorporated and licensed under the laws of the province upon any of its real estate is too great, he may either require the insurer to secure an appraisement of the real estate by one or more competent valuators, or may himself procure such appraisement at the expense of the insurer; and the appraised value, if it varies materially from the statement made by the insurer, may be substituted in the annual report of the superintendent.
20(5) In like manner the superintendent may procure an appraisement of any parcel of land that constitutes the security for any loan; and if from the appraisal it appears that the parcel is not adequate security for the loan and accrued interest, he may reduce the value to such an amount as is fairly realizable from the security, in no case to exceed the appraised value, and may insert the reduced value in his report.
Appraisement of other investments
20(6) In like manner the superintendent may make, or cause to be made, an appraisal of the security taken for any investments of the insurer; and if it appears that the value of the securities as shown on the books of the insurer is greater than its true value as shown by the appraisal he may reduce the book value thereof to such amount as is fairly realizable therefrom, and in no case to exceed the appraised value, and may insert the reduced amount in his annual report.
20(7) The superintendent may require any insurer incorporated and licensed under the laws of the province to dispose of and realize any of its investments acquired after the passing of this Act and not allowed in his report; and the insurer shall, within 60 days after receiving the requisition, absolutely dispose thereof; and subject to subsection (8), if the amount realized therefrom falls below the amount paid by the insurer therefor, the directors of the insurer are jointly and severally liable for the payment to the insurer of the amount of the deficiency.
20(8) If any director present when an investment to which subsection (7) applies was authorized did forthwith, or if any director then absent, did, within eight days after he becomes aware of such an investment, protest and give notice thereof by registered letter to the superintendent, that director may thereby, and not otherwise, exonerate himself from the liability.
20(9) An insurer affected thereby may appeal to the Lieutenant Governor in Council from the ruling of the superintendent as to the allowance in his report of any asset not allowed by him, or as to any item or amount added to liabilities, or as to any correction or alteration made in its statement.
APPEAL FROM SUPERINTENDENT'S DECISION
21(1) Where, by this Act, an appeal to the Lieutenant Governor in Council is given to any person, the superintendent shall, at the request of the person, give a certificate in writing, setting forth the ruling complained of and his reasons therefor; and the ruling is binding upon the person, unless within ten days after the giving thereof the person serves upon the superintendent notice of his intention to appeal therefrom, setting forth the grounds of appeal, and within ten days thereafter files his appeal with the Lieutenant Governor in Council and with due diligence prosecutes it, in which case action on the ruling shall be suspended until the Lieutenant Governor in Council renders judgment thereon.
21(2) The superintendent shall certify and file with the Clerk of the Executive Council the decision appealed from and his reasons therefor, and the documents, statements, inspection reports, certificates, declarations, and other papers relating to the matter, and any evidence taken, and such other information as he had before him in making his decision.
PART II
GENERAL PROVISIONS APPLICABLE TO INSURERS IN MANITOBA CARRYING ON BUSINESS
22(1) Any insurer undertaking a contract of insurance that, under this Act, is deemed to be made in the province, whether the contract is original or a renewal, except the renewal from time to time of life insurance policies, shall be deemed to be undertaking insurance in the province within the meaning of this Part.
22(2) Any insurer that
(a) undertakes or offers to undertake insurance within the province; or
(b) sets up or causes to be set up within the province any sign containing the name of the insurer; or
(c) maintains or operates within the province either in its own name or in the name of an agent or other representative an office for the transaction of a business of insurance either within or without the province; or
(d) distributes or publishes within the province, or causes to be distributed or published within the province, any proposal, circular, card advertisement, printed form, or like document; or
(e) inserts, prints, or publishes, its name, or permits or causes its name to be inserted, imprinted, or published, in any telephone directory or in any other directory or list of names, with or without addresses, of the residents or occupants of premises in any municipality, locality, area, or district within the province, or in any building within the province; or
(f) makes or causes to be made within the province any written or oral solicitation for insurance; or
(g) issues or delivers within the province any policy of insurance or interim receipt; or
(h) collects or receives within the province or negotiates within the province for, or causes to be collected or received within the province, or negotiated within the province for, any premium for a contract of insurance; or
(i) inspects any risk or adjusts any loss within the province under a contract of insurance; or
(j) prosecutes or maintains within the province any action or proceeding in respect of a contract of insurance; or
(k) represents or holds itself out within the province to the public as being engaged in the insurance business; or
(l) has in force contracts of insurance on property situated in the province, or insuring persons resident in the province
shall be deemed to be an insurer carrying on business in the province within the meaning of this Act.
Certain organizations deemed insurers
23(1) Every society, order, association or corporation that under its constitution and laws is empowered
(a) to pay to its members or their beneficiaries, as a benefit payable by the society, order, association or corporation, the proceeds of a contingency levy; or
(b) to pay sickness, accident, disability, unemployment, funeral, hospital, medical, or dental benefits, or benefits payable on death or on the happening of any contingency dependent on human life, in an amount that is fixed at the discretion of the directors or of an executive or management committee of the society, order, association or corporation;
shall, subject to subsection 24(4) be deemed to be an insurer within the meaning of this Act.
Definition of "contingency levy"
23(2) For the purposes of this section the expression "contingency levy" means an assessment or levy made on members of a society, order, association, or corporation on the occasion of the happening to any member thereof of any one or more of certain contingencies upon the happening of which that member or his beneficiaries become entitled to receive the proceeds of that assessment or levy.
LICENCES
24(1) Every insurer carrying on business in the province shall obtain from the superintendent and hold a licence under this Act.
Prohibition of unlicensed insurance
24(2) Every insurer carrying on business in the province without having obtained a licence as required by this section, is guilty of an offence.
Prohibition against person acting on behalf of unlicensed insurer
24(3) Any person who, within the province, does or causes to be done any act or thing mentioned in section 22 on behalf of, or as agent of, an insurer not licensed under this act, or who receives, directly or indirectly, any remuneration for so doing, is guilty of an offence.
24(4) The following shall not be deemed insurers within the meaning of this Act or required or entitled to be licensed as such:
(a) employees' mutual benefit societies;
(b) friendly societies;
(c) trade union benefit societies;
(d) mutual benefit societies whose memberships are confined to railway employees and which do not grant mortuary or funeral benefits; and
(e) such other organizations as the Lieutenant Governor in Council determines.
Carrying on business in foreign jurisdiction without authority
24(5) Where the superintendent is satisfied that an insurer licensed under this Act is carrying on or soliciting business in a foreign jurisdiction without being first authorized so to do under the laws of that foreign jurisdiction, the Lieutenant Governor in Council may, upon the report of the superintendent, suspend or cancel the licence of the insurer.
24(6) Repealed, S.M. 2007, c. 10, s. 3.
Reinsurance with unlicensed insurer
25 Nothing in this Act prevents a licensed insurer that has lawfully effected a contract of insurance in the province from reinsuring the risk or any portion thereof with any insurer transacting business out of the province and not licensed under this Act.
26(1) Upon due application and proof of compliance with this Act and upon payment of the prescribed fee, the superintendent may issue a licence to undertake contracts of insurance and carry on business in the province to any insurer coming within one of the following classes:
(a) joint stock insurance companies;
(b) mutual insurance companies;
(c) fraternal societies;
(d) mutual benefit societies;
(e) companies duly incorporated to undertake insurance contracts and not within any of the foregoing classes;
(f) underwriters or syndicates of underwriters operating on the plan known as Lloyd's;
(g) repealed, S.M. 2007, c. 10, s. 4.
26(2) A licence issued pursuant to this Act authorizes the insurer named therein to exercise within the province all rights and powers reasonably incidental to the carrying on of the business of insurance named therein, that are not inconsistent with this Act or with the terms of its charter.
R.S.M. 1987 Supp., c. 18, s. 2.; S.M. 1993, c. 9, s. 2; S.M. 2007, c. 10, s. 4.
27(1) Subject to provisions of Parts of this Act particularly relating to classes of insurers mentioned in section 26, a licence may be granted to an insurer to carry on one or more classes of insurance.
Limited or conditional licence
27(2) A licence may be issued subject to such limitations and conditions as the minister prescribes.
27(3) Notwithstanding subsection (2) and section 34, the Minister may, at any time, in respect of any licence of an insurer,
(a) reduce the term for which the licence was issued or renewed; or
(b) impose any condition or limitation relating to the carrying on of the insurer's business that he considers appropriate; or
(c) vary, amend or revoke any condition or limitation to which the licence is then subject;
or do any or all of those things; but the Minister may not exercise any power granted under this subsection unless he has given the insurer notice of his intention to exercise the power and has afforded the insurer a reasonable opportunity to be heard with respect thereto.
Determination of classes of insurance by superintendent
27(4) Where a question arises as to the class of insurance into which any specific contract of insurance or form of policy falls, the superintendent may determine the question; and his determination is effective and final for the purposes of this Act.
Conditions of automobile insurance licence
27(5) A licence to carry an automobile insurance in Manitoba is subject to the following conditions:
(a) In any action in Manitoba against the licensed insurer, or its insured, arising out of an automobile accident in Manitoba, the insurer shall appear and shall not set up any defence to a claim under a contract made outside Manitoba, including any defence as to the limit or limits of liability under the contract, that might not be set up if the contract were evidenced by a motor vehicle liability policy issued in Manitoba.
(b) In any action in another province or territory of Canada against the licensed insurer, or its insured, arising out of an automobile accident in that province or territory, the insurer shall appear and shall not set up any defence to a claim under a contract evidenced by a motor vehicle liability policy issued in Manitoba, including any defence as to the limit or limits of liability under the contract, that might not be set up if the contract were evidenced by a motor vehicle liability policy issued in that other province or territory.
27(6) A licence may be cancelled when the holder commits a breach of condition as set out in subsection (5).
28 Every insurer licensed for the transaction of life insurance may, under the authority of its licence, unless the licence expressly provides otherwise, issue annuities and endowments of all kinds and also include in any policy of life insurance, in respect of the same life or lives insured thereby, disability insurance and accidental death insurance.
Scope of fire insurance licence
29(1) Every insurer licensed to carry on fire insurance may, subject to its act of incorporation, and subject to the restrictions prescribed by the licence, insure or reinsure any property in which the insured has an insurable interest against loss or damage by fire, lightning or explosion and may insure or reinsure the same property against loss or damage from falling aircraft, earthquake, windstorm, tornado, hail, sprinkler leakage, riot, malicious damage, weather, water damage, smoke damage, civil commotion and impact by vehicles and any one or more perils falling within such other classes of insurance as are prescribed by the regulations.
Insurance of automobiles against fire
29(2) An insurer licensed to carry on fire insurance may insure an automobile against loss or damage under a policy falling within Part IV of this Act; but in the case of a purely mutual fire insurance corporation, incorporated or licensed in Manitoba and carrying on business on the premium note plan, the automobile shall be specifically insured under a policy separate from that insuring other property.
Restrictions on granting licence
30(1) A licence shall not be granted to a joint stock insurance company that is not licensed as at October 1, 1997 unless the company furnishes evidence satisfactory to the superintendent that the company meets any financial standards for an insurer of its class that may be prescribed by regulation.
30(2) Repealed R.S.M. 1987 Supp., c. 18, s. 4.
Further restrictions on granting licences
30(3) A licence shall not be granted an insurance company mentioned in clause 26(1)(e), or to an underwriter or syndicate of underwriters operating on the plan known as Lloyd's, except upon proof that
(a) its net surplus of assets over all liabilities exceeds the paid-up capital stock required under subsection (l) in respect of a joint stock company carrying on the same class of insurance; and
(b) its net surplus together with the contingent liability of members, if any, exceeds the subscribed and allotted capital stock required in the case of such a joint stock insurance company.
30(4) A licence shall not be granted to a mutual insurance company that is not licensed as at October 1, 1997 unless the company furnishes evidence satisfactory to the superintendent that the company meets any financial standards for an insurer of its class that may be prescribed by regulation.
30(5) A licence shall not be granted to any insurer except upon proof that the insurer has complied with the provisions of the Part of this Act and regulations applicable thereto.
Evidence by insurer whose head office outside of province
30(6) Where the head office of an applicant for a licence under this Act is situated outside the province, a licence shall not be granted except upon proof of the applicant's ability to provide for the payment at maturity of all its contracts; but the superintendent may accept as sufficient the fact that the insurer is licensed by any government in Canada.
Certain types of agreements requiring superintendent's approval
30(7) Where an insurer that under its constitution and laws is empowered
(a) to pay to its members or their beneficiaries, as a benefit payable by such insurer, the proceeds of a contingency levy; or
(b) to pay sickness, accident, disability, unemployment, funeral, hospital, medical, or dental benefits, or benefits payable on death or on the happening of any contingency dependent on human life, in an amount which is fixed at the discretion of the directors or of an executive or management committee of the insurer;
applies for a licence, and the insurer has not, prior to the date of the application, been licensed, if the insurer, after April 6, 1944, and before making the application, has made with any of its shareholders, members or policyholders an agreement whereby the terms of any former contract between the insurer and any shareholder, member or policyholder has been altered or modified, or if any change has been made with respect to any reserve fund or surplus moneys or assets, a licence shall not be granted to the insurer until the agreement or change has been submitted to, and approved by, the minister.
Regulations designating members of guarantee plan
30(8) Where an agreement respecting a guarantee plan is entered into under section 5, the Lieutenant Governor in Council may by regulation designate insurers or classes of insurers, or both, that shall be deemed to be members of the guarantee plan.
30(9) Any insurer deemed to be a member of a guarantee plan under subsection (8) is subject to the provisions of the guarantee plan and shall observe any conditions or obligations of membership required to be observed by those provisions.
Failure to observe obligations
30(10) The Lieutenant Governor in Council may cancel the licence of any insurer deemed to be a member of a guarantee plan under subsection (8) that fails to observe a condition or obligation of membership required to be observed under subsection (9).
30(11) The Lieutenant Governor in Council may, by regulation and with the agreement of the administrator of a guarantee plan, exempt any insurer or class of insurers from membership in the guarantee plan.
R.S.M. 1987 Supp., c. 18, s. 3 to 5; S.M. 1989-90, c. 57, s. 7 to 9; S.M. 1997, c. 14, s. 2; S.M. 2007, c. 10, s. 6.
Information preliminary to licence
31 The superintendent may require such notice of the application for a licence to be given by publication in The Manitoba Gazette and elsewhere as he deems necessary.
Documents to be filed by applicants for licence
32(1) Before the issue of a licence to an insurer, the insurer shall file in the office of the superintendent
(a) in the case of an insurer undertaking life insurance and that was not licensed on March 17, 1943, a certified copy of an order made under section 53 of the Insurance Companies Act (Canada);
(b) a certified copy of its Act or charter of incorporation, which shall include its constitution, by-laws, and regulations verified in manner satisfactory to the superintendent;
(c) a certified copy of its last balance sheet and auditor's report thereon;
(d) notice of the place where the chief agency or head office of the insurer in the province is to be situated;
(e) a statement showing the amount of the capital of the insurer and the number of shares into which it is divided, the number of shares subscribed and the amount paid up thereon;
(f) notice of appointment of chief agent or resident manager for the province;
(g) such other evidence as the superintendent requires.
Exemption from certain filings
32(2) Where the insurer is not a corporation or certain of the provisions of subsection (1) are otherwise inapplicable to the insurer, the superintendent may dispense with the filing of those documents that do not apply to the insurer.
32(3) Where a change at any time is made in the charter of the insurer or its head office or chief agency or in its chief agent, the insurer shall forthwith notify the superintendent thereof and file with him such further certified copies, notices or powers of attorney as are necessary to evidence the change.
S.M. 1992, c. 58, s. 12; S.M. 2007, c. 10, s. 7.
Statement of expenses of organization
33(1) Upon application being made for a licence by an insurer incorporated under the laws of the province after September 1, 1932, there shall be submitted to the superintendent a sworn statement setting forth the several sums of money paid in connection with its incorporation and organization, and therein a list of all unpaid liabilities, if any, arising out of its incorporation and organization.
33(2) Until the licence is granted, no payments on account of such expenses, shall be made out of the moneys paid in by shareholders except reasonable sums for the payment of clerical assistance, legal services, office rental, advertising, stationery, postage and expense of travel, if any.
Conditions precedent to issue of licence
33(3) The superintendent shall not issue the licence until he is satisfied that all requirements of this Act and of The Corporations Act, as to subscriptions of stock, payment of money by shareholders on account thereof, election of directors and other preliminaries have been complied with, and that the expenses of incorporation and organization, including the commission payable for the sale of the stock are reasonable.
34 The licence shall be in such form as is determined by the superintendent, shall specify the business to be carried on by the insurer and shall expire on December 31 in the year of its issue, but may be renewed from year to year.
35 The superintendent may issue a licence to an insurer that has complied with this Act and The Corporations Act.
CANCELLATION OF LICENCE
Withdrawal of licence for non-payment of claims
36(1) Upon written notice to the superintendent and upon proof of an undisputed claim arising from loss insured against in the province remaining unpaid for the space of 60 days after becoming due, or of a disputed claim, after final judgment and tender of a valid discharge, being unpaid, the superintendent shall cancel the licence of the insurer.
36(2) The superintendent may revive the licence and the insurer may again carry on business if, within six months after notice to the superintendent of the failure of the insurer to pay such an undisputed claim or the amount of such a final judgment, the undisputed claim or final judgment is paid and satisfied.
37 Repealed.
Suspending or cancelling a licence
37.1 The Lieutenant Governor in Council may, with or without conditions, suspend or cancel the licence of an insurer if the insurer is found guilty of an offence referred to in section 410.
Insufficiency of assets to be reported by superintendent
38(1) Where the superintendent, upon examination, or from annual statements, or upon other evidence, finds that the assets of any insurer are insufficient to justify the continuance of the insurer in business or to provide proper security to persons effecting insurance with the insurer in the province or that the insurer has failed to comply with any provision of law, or its charter, he shall so report to the minister.
38(2) Where the minister, after consideration of the report and after hearing or giving notice of a hearing to the insurer, and upon any further investigation he thinks proper, reports to the Lieutenant Governor in Council that he concurs in the report of the superintendent, the Lieutenant Governor in Council may suspend or cancel the licence of the insurer.
38(3) Upon the publication of notice of the suspension or cancellation of licence in The Manitoba Gazette, any person who transacts business on behalf of the insurer, except for winding-up purposes, is guilty of an offence.
38(4) Where the superintendent has so reported, the minister or the Lieutenant Governor in Council may direct the issue of such modified, limited, or conditional licence as is deemed necessary for the protection of persons in the province who have effected or effect contracts of insurance with the insurer.
Failure to meet financial criteria
38(5) Where an insurer fails to meet any applicable financial standard or solvency test prescribed by the regulations, its assets shall be deemed to be insufficient for the purposes of subsection (1).
S.M. 1989-90, c. 57, s. 10.
39 Upon the suspension or cancellation of the licence of an insurer by any government in Canada, the superintendent may suspend or cancel the licence of that insurer under this Act.
40 Where the licence of an insurer is suspended or cancelled, it may be revived if the insurer makes good the deficiency, or remedies its default, as the case may be, to the satisfaction of the minister.
41 The superintendent shall report to the minister any violation of any provision of this Act by a licensed insurer; and thereupon the minister may, in his discretion, suspend or cancel or refuse to renew the insurer's licence.
SUPPLEMENTARY PROVISIONS RESPECTING CORPORATE GOVERNANCE OF INSURERS INCORPORATED IN MANITOBA
41.1(1) The following definitions apply in this section and in sections 41.2 to 41.25.
"affiliate" means an entity that is affiliated with an insurer within the meaning of subsection (2). (« groupe »)
"entity" means
(a) a body corporate;
(b) a trust;
(c) a partnership;
(d) a fund;
(e) an unincorporated association or organization;
(f) Her Majesty in right of Canada or a province;
(g) an agency of Her Majesty in right of Canada or a province; or
(h) the government of, or of a political subdivision of, a foreign country or an agency of such a government. (« entité »)
"indebtedness" includes indebtedness in respect of
(a) commercial paper;
(b) acceptances;
(c) lines of credit to the extent drawn on; and
(d) margin loans made to a director or officer of an insurer. (« dette »)
"insurer" means an insurer incorporated under The Corporations Act. (« assureur »)
"not in good standing", in relation to a loan, means a loan in respect of which
(a) a payment of principal or interest is 90 days or more overdue;
(b) interest is not being accrued on the books of the lender because it is doubtful whether the principal or interest will be paid or recovered; or
(c) the rate of interest is reduced by the lender because the borrower is financially weak. (« en souffrance »)
"significant borrower", in relation to an insurer, means
(a) an individual who has indebtedness for money borrowed from the insurer or from an affiliate of the insurer, other than a loan secured by a mortgage on the individual's principal residence, the total principal of which exceeds the greater of
(i) $200,000., and
(ii) 0.02% of the insurer's regulatory capital; or
(b) an entity that has indebtedness for money borrowed from the insurer or from an affiliate of the insurer the total principal of which exceeds the greatest of
(i) $500,000.,
(ii) 0.05% of the insurer's regulatory capital, and
(iii) 25% of the value of the entity's assets. (« emprunteur important »)
"subsidiary", in relation to an insurer, means an entity that is controlled by the insurer. (« filiale »)
41.1(2) An entity is affiliated with an insurer if one of them is controlled by the other or both are controlled by the same person.
Sections 41.1 to 41.25 supplementary to Corporations Act
41.2(1) Sections 41.1 to 41.25 are supplementary to the provisions of The Corporations Act that apply to insurers.
Precedence over Corporations Act
41.2(2) If there is a conflict between a provision of sections 41.1 to 41.25 and The Corporations Act, this Act takes precedence.
Unanimous shareholder agreements not allowed
41.3(1) The shareholders of an insurer shall not enter into a unanimous shareholder agreement, as defined in The Corporations Act. Such an agreement is of no force and effect.
Shareholders must appoint auditor
41.3(2) Despite section 157 of The Corporations Act, the shareholders of an insurer shall not resolve not to appoint an auditor.
Control of a body corporate or other entity
41.4(1) For the purposes of sections 41.1 to 41.25,
(a) a person controls a body corporate if
(i) securities of the body corporate to which are attached more than 50% of the votes that may be cast to elect directors of the body corporate are beneficially owned by the person, and
(ii) the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate;
(b) a person controls an unincorporated entity other than a limited partnership if
(i) more than 50% of the ownership interests, however designated, into which the entity is divided are beneficially owned by that person, and
(ii) the person is able to direct the business and affairs of the entity;
(c) the general partner of a limited partnership controls the limited partnership; and
(d) a person controls an entity if the person has any direct or indirect influence that, if exercised, would result in control in fact of the entity.
41.4(2) A person who controls an entity is deemed to control any entity that is controlled, or deemed to be controlled, by the entity.
Deemed control — common ownership of securities
41.4(3) A person is deemed to control an entity if the aggregate of
(a) any securities of the entity that are beneficially owned by the person; and
(b) any securities of the entity that are beneficially owned by any entity controlled by the person;
is such that, if the person and all of the entities referred to in clause (b) that beneficially own securities of the entity were one person, that person would control the entity.
Significant interest in insurer's shares
41.5(1) For the purposes of sections 41.1 to 41.25, a person has a significant interest in a class of an insurer's shares if the aggregate of
(a) any shares of that class beneficially owned by the person; and
(b) any shares of that class beneficially owned by entities controlled by the person;
exceeds 10% of all of the outstanding shares of that class of the insurer's shares.
Substantial investment in a body corporate
41.5(2) For the purposes of sections 41.1 to 41.25, a person has a substantial investment in a body corporate where
(a) the voting rights attached to the aggregate of any voting shares of the body corporate beneficially owned by the person and by any entities controlled by the person exceed 10% of the voting rights attached to all of the outstanding voting shares of the body corporate; or
(b) the aggregate of any shares of the body corporate beneficially owned by the person and by any entities controlled by the person represents ownership of greater than 25% of the shareholders' equity of the body corporate.
Substantial investment in an unincorporated entity
41.5(3) For the purposes of sections 41.1 to 41.25, a person has a substantial investment in an unincorporated entity where the aggregate of any ownership interests, however designated, into which the entity is divided, beneficially owned by the person and by any entities controlled by the person exceeds 25% of all of the ownership interests into which the entity is divided.
41.6(1) An insurer shall have at least five directors.
41.6(2) A majority of the directors of an insurer shall be residents of Canada.
41.6(3) An insurer's directors shall not transact business at a meeting of directors unless a majority of the directors present are residents of Canada.
41.6(4) Despite subsection (3), directors may transact business at a directors' meeting when a majority of the directors present are not residents of Canada, if
(a) a director who is a resident of Canada and who is unable to be present approves in writing, or by telephone or other communication facility, the business transacted at the meeting; and
(b) the required majority would have been present at the meeting had that director been present.
41.7(1) The directors of an insurer shall manage, or supervise the management of, its business and affairs.
41.7(2) Without limiting the generality of subsection (1), the directors of an insurer shall
(a) establish an audit committee and a conduct review committee;
(b) establish procedures to resolve conflicts of interest, including techniques for identifying potential conflict situations and for restricting the use of confidential information; and
(c) establish policies and procedures to ensure that the insurer applies prudent investment standards.
41.7(3) At the organizational meeting of an insurer required by subsection 99(1) of The Corporations Act, the directors shall appoint a qualified person to be the insurer's actuary.
Filling vacancy in actuary's position
41.7(4) If the position of actuary becomes vacant, the directors shall appoint another qualified person to fill it. They may not delegate that power to a managing director or a committee of directors.
Superintendent may exempt certain insurers
41.7(5) At the request of an insurer, the superintendent may exempt the insurer from the requirements of subsection (3), if
(a) the insurer satisfies the superintendent that its insurance business
(i) is limited in scope,
(ii) is seasonal, or
(iii) involves minimal policy liabilities; and
(b) the superintendent believes that the exemption will not prejudice the insurer's policyholders or shareholders.
41.7(6) The actuary of an insurer who resigns or whose appointment is revoked shall submit to the insurer's directors and the superintendent a written statement of
(a) the circumstances of the resignation or revocation; and
(b) the reasons why the actuary resigned or why, in the actuary's opinion, the appointment was revoked.
41.7(7) When an insurer's actuary resigns or the actuary's appointment is revoked, no person shall accept an appointment or consent to be appointed as the insurer's actuary before requesting and receiving from the former actuary the written statement referred to in subsection (6).
41.7(8) A person may accept an appointment or consent to be appointed as the insurer's actuary if no reply is received from the former actuary within 15 days after the request under subsection (7) is made.
41.7(9) Unless subsection (8) applies, the appointment of a person as an insurer's actuary is void if the person does not comply with subsection (7).
41.8 The following persons are disqualified from being a director of an insurer:
(a) a person who is not an individual;
(b) a person who is less than 18 years of age;
(c) a person who has the status of a bankrupt;
(d) a person who has been found to be of unsound mind by a court in Canada or elsewhere;
(e) a person who is suffering from a mental disorder, as defined in The Mental Health Act, or a person for whom a substitute decision maker for property has been appointed under The Vulnerable Persons Living with a Mental Disability Act;
(f) a member of the civil service of Manitoba whose official duties are concerned with the business or affairs of insurers, insurance agents or adjusters;
(g) an employee of an insurance council;
(h) a person who fails to meet any other qualification requirements of the insurer's by-laws;
(i) a person who, within the preceding five years,
(i) has been convicted of an indictable offence of a kind that is related to the qualifications, functions or duties of a corporate director, or
(ii) has been convicted of an offence under this Act,
if the time for making an appeal has expired without an appeal having been made or the appeal has been finally disposed of by the courts or abandoned.
Limit on directors who are employees
41.9 No more than 20% of an insurer's directors may be employees of the insurer or its subsidiaries, except as the result of the resignation, removal or death of a director.
41.10(1) No more than 2/3 of an insurer's directors may be affiliated directors, except as the result of the resignation, removal or death of a director.
When a person is an affiliated director
41.10(2) A director is an affiliated director of an insurer if he or she
(a) is an officer or employee of the insurer or any of its affiliates;
(b) has a significant interest in a class of the insurer's shares;
(c) has a substantial investment in an affiliate of the insurer;
(d) is a significant borrower of the insurer;
(e) is a director, officer or employee of an entity that is a significant borrower of the insurer;
(f) controls one or more entities whose total indebtedness to the insurer or its affiliates would cause the entities, if treated as a single entity, to be a significant borrower of the insurer;
(g) provides goods or services to the insurer for which the total annual billings to the insurer exceeds 10% of his or her total annual billings;
(h) is
(i) a partner in or an employee of a partnership, or
(ii) an officer or employee of, or a person who has a substantial investment in, a body corporate,
that provides goods or services to the insurer for which the total annual billings to the insurer exceeds 10% of the partnership's or body corporate's total annual billings;
(i) has a loan from the insurer, or from an affiliate of the insurer, that is not in good standing;
(j) is a director, officer or employee of, or an individual who controls, an entity that has a loan from the insurer, or from an affiliate of the insurer, that is not in good standing;
(k) is a professional adviser to the insurer;
(l) is an insurance agent, broker or adjuster of the insurer;
(m) is the spouse or common-law partner of an individual described in any of clauses (a) to (l); or
(n) is a relative of an individual described in any of clauses (a) to (l) who resides in the same home as the individual.
41.10(3) Whether or not a person is affiliated with an insurer within the meaning of subsection (2) shall be determined as of the day the notice of the annual meeting is sent to shareholders. The determination becomes effective on the day of that meeting and continues to be in effect until the next annual meeting of shareholders.
Determination by superintendent re affiliation
41.11(1) Despite subsections 41.10(2) and (3), the superintendent may determine that a particular director is affiliated with an insurer for the purposes of this Act if the superintendent believes that the director has a relationship with the insurer or with any of its affiliates that can reasonably be expected to affect the exercise of the director's best judgment.
Effective period of determination
41.11(2) A determination under subsection (1)
(a) becomes effective on the day of the next annual meeting of the insurer's shareholders unless a written notice from the superintendent revoking the determination is received by the insurer before that day; and
(b) ceases to be in effect on the day of the next annual meeting of the insurer's shareholders after a written notice from the superintendent revoking the determination is received by the insurer.
Statement of dissenting director
41.12(1) A director of an insurer who
(a) resigns;
(b) receives a notice or otherwise learns of a meeting of the insurer's shareholders called to remove him or her from office; or
(c) receives a notice or otherwise learns of a meeting of insurer's directors or shareholders at which another person is to be appointed or elected to fill his or her office as director, whether because of his or her resignation or removal or because his or her term of office has expired or is about to expire;
is entitled to submit to the insurer a written statement giving the reasons for the resignation or the reasons why he or she opposes any proposed action or resolution.
Resignation of director due to disagreement
41.12(2) If a director of an insurer resigns as a result of a disagreement with the other directors or the officers of the insurer, the director shall submit to the insurer a written statement of the nature of the disagreement.
41.12(3) Without delay after receiving a director's statement under subsection (2) or about a matter referred to in clause (1)(b) or (c), the insurer shall send a copy of the statement
(a) to the other directors and the superintendent; and
(b) to the shareholders entitled to receive notice of meetings under clause 129(1)(a) of The Corporations Act, unless
(i) the statement is attached to a notice of a shareholders' meeting, or
(ii) the directors believe on reasonable grounds that sending the statement will materially and adversely affect the insurer's financial viability.
Refraining from sending statement
41.12(4) If the insurer's directors decide under subclause (3)(b)(ii) not to send the statement to the shareholders, the insurer shall promptly notify the superintendent in writing and state the grounds for the directors' belief. After receiving the insurer's notification, the superintendent may
(a) allow the insurer to not send the statement; or
(b) order the insurer to send the statement to the shareholders.
41.12(5) No insurer or person acting on behalf of an insurer incurs any liability by reason only of circulating a director's statement in compliance with subsection (3).
When composition of board fails
41.13(1) Despite subsection 41.6(3) of this Act and subsection 106(4) of The Corporations Act, if — because of a vacancy — the number of directors or the composition of the board of directors fails to meet a requirement of section 41.6 or 41.9 or subsection 41.10(1) of this Act, the directors who, in the absence of any provision in the articles, are empowered to fill the vacancy shall promptly fill it.
Determining affiliation — vacancy
41.13(2) Despite subsection 41.10(3), the affiliation of a person to be elected or appointed to fill a vacancy shall be determined as at the date of the person's election or appointment. The determination continues to be in effect until the next annual meeting of the shareholders.
At least four directors' meetings per year
41.14 An insurer's directors shall meet at least four times during each financial year.
Quorum at meeting of directors' committee
41.15 A quorum for a meeting of a committee of the directors is a majority of the directors comprising the committee.
At least one unaffiliated director at meeting
41.16(1) An insurer's directors shall not transact business at a directors' meeting unless at least one unaffiliated director is present.
41.16(2) Despite subsection (1), an insurer's directors may transact business at a directors' meeting if an unaffiliated director who is unable to be present approves in writing, or by telephone or other communication facility, the business transacted at the meeting.
Record of attendance at directors' meetings
41.17(1) An insurer shall keep a record of the attendance at each meeting of directors and each committee meeting of directors.
41.17(2) An insurer shall attach a statement to the notice of each annual meeting it sends to its shareholders showing
(a) the total number of directors' meetings and directors' committee meetings held during the financial year immediately preceding the meeting; and
(b) the number of those meetings attended by each director.
Meeting required by superintendent
41.18(1) If the superintendent considers it to be necessary, the superintendent may, by a notice in writing, require an insurer to hold a meeting of its directors to consider the matters set out in the notice.
Superintendent may attend and address meeting
41.18(2) The superintendent may attend and address a meeting referred to in subsection (1).
41.19 The audit committee of an insurer shall consist of at least three members,
(a) all of whom are directors of the insurer;
(b) a majority of whom are unaffiliated directors; and
(c) none of whom are officers or employees of the insurer or a subsidiary of the insurer.
41.20(1) The audit committee shall
(a) review the annual financial statements of the insurer before the directors approve them;
(b) review any returns of the insurer that the superintendent requires it to review;
(c) require the insurer's management to implement and maintain appropriate internal control procedures;
(d) review, evaluate and approve the procedures referred to in clause (c);
(e) review any investments and transactions that the insurer's auditor or any of its officers may bring to the attention of the committee as potentially affecting adversely the insurer's well-being;
(f) meet with the insurer's auditor to discuss the annual financial statements, and the returns and transactions referred to in this subsection;
(g) meet with the insurer's actuary to discuss the parts of the annual financial statements and the annual return prepared by the actuary; and
(h) meet with the insurer's chief internal auditor, or the officer or employee of the insurer acting in a similar capacity, and with the insurer's management, to discuss the effectiveness of the internal control procedures established for the insurer.
41.20(2) In the case of the annual financial statements of an insurer that must be approved by the insurer's directors under subsection 152(1) of The Corporations Act, before the approval is given the insurer's audit committee shall report to the directors about any matter that the committee considers relevant to the directors' decision.
Audit committee may call a meeting of directors
41.20(3) An insurer's audit committee may call a meeting of the insurer's directors to consider any matter of concern to the committee.
Auditor's statement re s. 162(5) of C225
41.21(1) Despite subsection 162(5) of The Corporations Act, an auditor described in clause (a), (b) or (c) of that subsection must submit to the insurer a written statement giving the reasons for his or her resignation or the reasons why he or she opposes any proposed action or resolution.
41.21(2) Without delay after receiving a statement under subsection (1), the insurer shall send a copy of the statement
(a) to the superintendent; and
(b) unless the statement is included in or attached to a management proxy circular required by section 143 of The Corporations Act, to every shareholder entitled, under that Act, to receive notice of shareholders' meetings.
Application of Division VIII of Part XXIV of C225
41.22 Division VIII of Part XXIV of The Corporations Act applies to an insurer, with necessary changes. A reference in that Division to a "corporation" must be read as a reference to an "insurer".
41.23 The conduct review committee of an insurer shall consist of at least three members
(a) all of whom are directors of the insurer;
(b) a majority of whom are unaffiliated directors; and
(c) none of whom are officers or employees of the insurer or a subsidiary of the insurer.
Duties of the conduct review committee
41.24(1) The conduct review committee shall
(a) require the insurer's management to establish procedures for complying with Division VIII of Part XXIV of The Corporations Act;
(b) review those procedures and their effectiveness in ensuring that the insurer is complying with that Division; and
(c) review the insurer's practices to ensure that any transactions with related parties of the insurer that may have a material effect on the stability or solvency of the insurer are identified.
Insurer report to superintendent
41.24(2) An insurer shall report to the superintendent on the mandate and responsibilities of the conduct review committee and the procedures referred to in clause (1)(a).
Conduct committee to report to directors
41.25 After each meeting of an insurer's conduct review committee, the committee shall report to the directors of the insurer on matters reviewed by the committee.
42 Repealed.
43 Repealed.
R.S.M. 1987 Supp., c. 18, s. 6; S.M. 1993, c. 9, s. 3; S.M. 2000, c. 40, s. 7.
44 to 48 Repealed.
49 to 50 Repealed.
S.M. 1992, c. 58, s. 12; S.M. 2000, c. 40, s. 7.
51 Repealed.
HEAD OFFICE
52 An insurer whose head office is situated in Manitoba shall not change the situation of the head office to another province without the consent of the minister.
53 to 75 Repealed.
INVESTMENTS
76(1) An insurer, incorporated and licensed under the laws of the province, may invest its surplus funds and reserve in any investments in which an insurer who has obtained an order under section 53 of the Insurance Companies Act (Canada) is permitted under that Act to invest its funds.
Deposit in bank, trust company, credit union or caisse populaire
76(2) Uninvested funds of the insurer shall be kept on deposit in the name of the insurer in a bank, trust company, credit union or caisse populaire.
S.M. 1992, c. 58, s. 12; S.M. 1994, c. 16, s. 2.
BOOKS OF INSURERS
77(1) Each insurer shall keep such a classification of its contracts and such registers and books of account as are directed or authorized by the superintendent; and, if it appears at any time to the superintendent that the classification, registers, or books are not kept in such a business-like way as to make, at any time, a proper showing of the affairs and standing of the insurer, he shall thereupon nominate an accountant, under his directions, to audit them and to give such instructions as will enable the insurer to keep them correctly thereafter.
Amount of accountant's expenses
77(2) The fees and expenses of the accountant shall be paid forthwith by the insurer on receipt from the superintendent of notification in writing of the amount thereof; and those fees and expenses shall not exceed such amount as the superintendent certifies to be reasonable and recommends for payment, and as is thereafter approved by the Minister of Finance.
78 Where the insurer has a share or stock capital, the stock register or register of members shall at all reasonable times be open to the examination of the minister or superintendent.
RECORDS AND RETURNS
79(1) Every licensed insurer which carries on the business of fire insurance shall keep a record of its premium income derived from risks located in the province and of claims paid in respect of such risks, so as to show at any time its experience according to the classification of occupancy hazards of the National Board of Fire Underwriters, with such modifications as the superintendent prescribes.
79(2) When, at any time, it appears to the minister, on the report of the superintendent, that such a record is not kept in such a manner as to show correctly the experience of the insurer, the minister may nominate an accountant to proceed under his direction to audit the books and records of the insurer and to give such instructions as will enable the insurer to keep the records correctly thereafter.
79(3) The expense of such an audit shall not exceed $15. per day and necessary travelling expenses; and the account shall, when certified and approved by the superintendent, be paid forthwith by the insurer.
Statement of premium income and losses
79(4) Every licensed insurer undertaking the business of fire insurance shall, if required by the superintendent, prepare and file annually with the superintendent, on or before the first day of May in each year, on a printed form to be supplied by the superintendent, a sworn statement of the premium income and losses experienced within the province for the year last preceding the date of the return according to the record required to be kept under this section.
79(5) Any insurer, and the principal officer within the province of any insurer, that contravenes this section is guilty of an offence.
Return by insurer of automobiles
80(1) Every licensed insurer that carries on the business of automobile insurance shall prepare, and file when required with the superintendent or with such statistical agency as he designates, a record of its automobile insurance premiums, and of its loss and expense costs in the province, in such form and manner, and according to such system of classification, as he approves.
80(2) The superintendent may require any agency so designated to compile the data so filed in such form as he approves, and the expense of making the compilation shall be apportioned by the superintendent among the insurers whose data are compiled by the agency; and the superintendent shall certify in writing the amount due from each insurer, and that amount shall be payable by the insurer to the agency forthwith.
80(3) Subsections 79(2), (3) and (5) apply, with appropriate changes, to this section.
81 Every insurer shall deliver to the superintendent, within one month after the passing thereof, a certified copy of its by-laws and of every repeal, amendm