C50 INSURANCE COMPANIES ACT

Insurance Companies Act → Audit Committee Duties

• Review annual statement before approved by directors

• Meet w/ auditor to discuss annual statements

• Meet w/ actuary to discuss parts of annual statement prepared by actuary

Insurance Companies Act → Board of Directors Duties

• Oversee mgmt

• Establish audit committee

• Establish conduct review committee

• Establish procedures to resolve conflicts of interest

What must the Board provide at the annual meeting?

• Financial statement of last 2 yrs

• Auditor’s report

• Actuary’s reportt

• Description of roles of auditor & actuary

Can AA be a CEO/COO/CFO?

CEO/COO → NO unless authorized by Superintendent

CFO → yes, if:

• Audit committee writes to Superintendent that CFO can do both jobs independently

• Authorized by Superintendent

Reasons an actuary would lose position of AA

• Dies

• Resigns

• Appointment revoked

AA Resignation → Duties of Resigning vs New AA

Resigning AA → Written report to BoD & OSFI ab reasons for resigning

New AA → Request for resigning AA’s written statement before accepting appointment

AA’s Right to Info & Protection from Liability

• May request info needed to perform duties from BoD, officers, employees

• Can’t be held liable for requests in good faith

AA’s Report to Directors

• Financial Position of company

• Expected future Financial Condition of company

What should the company do if there’s a vacancy for AA?

• Notify Superintendent

• Fill vacancy

AA’s Report to Officers (CEO/CFO)

Material adverse events (MAE) that require rectification

• If no proper action taken, inform OSFI

AA’s Qualified Privileges

If AA makes good faith written/oral report

• Not liable in civil action seeking indemnification