Vol. 145, No. 21 — October 12, 2011

Registration

SOR/2011-196 September 22, 2011

BANK ACT
COOPERATIVE CREDIT ASSOCIATIONS ACT
INSURANCE COMPANIES ACT
PENSION BENEFITS STANDARDS ACT, 1985
TRUST AND LOAN COMPANIES ACT

Regulations Amending Certain Office of the Superintendent of Financial Institutions Regulations (Miscellaneous Program)

P.C. 2011-952 September 22, 2011

His Excellency the Governor General in Council, on the recommendation of the Minister of Finance, hereby makes the annexed Regulations Amending Certain Office of the Superintendent of Financial Institutions Regulations (Miscellaneous Program), pursuant to

REGULATIONS AMENDING CERTAIN
OFFICE OF THE SUPERINTENDENT OF
FINANCIAL INSTITUTIONS REGULATIONS
(MISCELLANEOUS PROGRAM)

BANK ACT

SUPERVISORY INFORMATION (AUTHORIZED FOREIGN BANKS) REGULATIONS

1. (1) The portion of subsection 1(1) of the Supervisory Information (Authorized Foreign Banks) Regulations (see footnote 1) before paragraph (a) is replaced by the following:

1. (1) For the purposes of section 607 of the Bank Act, the following information or any component of that information is prescribed supervisory information in relation to an authorized foreign bank:

(2) The portion of subsection 1(2) of the Regulations before paragraph (a) is replaced by the following:

(2) For the purposes of section 607 of the Bank Act, the information prescribed by the following regulations is prescribed supervisory information in relation to an affiliate of an authorized foreign bank:

2. Sections 2 and 3 of the Regulations are replaced by the following:

2. Subject to sections 3 and 4, an authorized foreign bank shall not, directly or indirectly, disclose information referred to in section 1.

LIMITED DISCLOSURE

3. An authorized foreign bank may disclose information referred to in section 1 to its affiliates or to its directors, officers, employees, auditors, securities underwriters or legal advisors, or to those of its affiliates, if the authorized foreign bank ensures that the information remains confidential.

3. Section 4 of the English version of the Regulations is replaced by the following:

4. An authorized foreign bank or any of its affiliates may disclose information referred to in paragraph 1(1)(c) if the authorized foreign bank or affiliate considers the information to contain a material fact or material change that is required by the securities laws of the relevant jurisdiction to be disclosed.

SUPERVISORY INFORMATION
(BANKS) REGULATIONS

4. (1) The portion of subsection 1(1) of the Supervisory Information (Banks) Regulations (see footnote 2) before paragraph (a) is replaced by the following:

1. (1) For the purposes of section 637 of the Bank Act, the following information or any component of that information is prescribed supervisory information in relation to a bank:

(2) Subsection 1(1) of these Regulations is amended by adding “and” at the end of paragraph (d) and by repealing paragraph (e).

(3) The portion of subsection 1(2) of the Regulations before paragraph (a) is replaced by the following:

(2) For the purposes of section 637 of the Bank Act, the information prescribed by the following regulations is prescribed supervisory information in relation to an affiliate of a bank:

5. Sections 2 and 3 of the Regulations are replaced by the following:

2. Subject to sections 3 and 4, a bank shall not, directly or indirectly, disclose information referred to in section 1.

LIMITED DISCLOSURE

3. A bank may disclose information referred to in section 1 to its affiliates or to its directors, officers, employees, auditors, securities underwriters or legal advisors, or to those of its affiliates, if the bank ensures that the information remains confidential.

6. Section 4 of the English version of the Regulations is replaced by the following:

4. A bank or any of its affiliates may disclose information referred to in paragraph 1(1)(c) if the bank or affiliate considers the information to contain a material fact or material change that is required by the securities laws of the relevant jurisdiction to be disclosed.

MINORITY INVESTMENT (BANK HOLDING
COMPANIES) REGULATIONS

7. Paragraph (c) of the definition “designated entity” in section 1 of the Minority Investment (Bank Holding Companies) Regulations (see footnote 3) is replaced by the following:

  • (c) an entity whose business includes an activity referred to in paragraph 930(2)(b) of the Act, including a specialized financing entity, other than an entity in which a bank holding company is permitted to acquire or increase a substantial investment under subparagraph 930(4)(d)(iii) of the Act.

MINORITY INVESTMENT (BANKS) REGULATIONS

8. Paragraph (c) of the definition “entité désignée” in section 1 of the French version of the Minority Investment (Banks) Regulations (see footnote 4) is replaced by the following:

  1. c) entité qui exerce, dans le cadre de son activité commerciale, une activité visée à l’alinéa 468(2)b) de la Loi, y compris une entité s’occupant de financement spécial, autre qu’une entité dans laquelle une banque est autorisée à acquérir ou augmenter un intérêt de groupe financier aux termes du sous-alinéa 468(4)d)(iii) de la Loi.

SUPERVISORY INFORMATION (BANK HOLDING
COMPANIES) REGULATIONS

9. (1) The portion of subsection 1(1) of the Supervisory Information (Bank Holding Companies) Regulations (see footnote 5) before paragraph (a) is replaced by the following:

1. (1) For the purposes of section 956 of the Bank Act, the following information or any component of that information is prescribed supervisory information in relation to a bank holding company:

(2) The portion of subsection 1(2) of the Regulations before paragraph (a) is replaced by the following:

(2) For the purposes of section 956 of the Bank Act, the information prescribed by the following regulations is prescribed supervisory information in relation to an affiliate of a bank holding company:

10. Sections 2 and 3 of the Regulations are replaced by the following:

2. Subject to sections 3 and 4, a bank holding company shall not, directly or indirectly, disclose information referred to in section 1.

LIMITED DISCLOSURE

3. A bank holding company may disclose information referred to in section 1 to its affiliates or to its directors, officers, employees, auditors, securities underwriters or legal advisors, or to those of its affiliates, if the bank holding company ensures that the information remains confidential.

11. Section 4 of the English version of the Regulations is replaced by the following:

4. A bank holding company or any of its affiliates may disclose information referred to in paragraph 1(1)(c) if the bank holding company or affiliate considers the information to contain a material fact or material change that is required by the securities laws of the relevant jurisdiction to be disclosed.

COOPERATIVE CREDIT
ASSOCIATIONS ACT

SUPERVISORY INFORMATION
(COOPERATIVE CREDIT ASSOCIATIONS)
REGULATIONS

12. (1) The portion of subsection 1(1) of the Supervisory Information (Cooperative Credit Associations) Regulations (see footnote 6) before paragraph (a) is replaced by the following:

1. (1) For the purposes of section 435.1 of the Cooperative Credit Associations Act, the following information or any component of that information is prescribed supervisory information in relation to an association:

(2) The portion of subsection 1(2) of the Regulations before paragraph (a) is replaced by the following:

(2) For the purposes of section 435.1 of the Cooperative Credit Associations Act, the information prescribed by the following regulations is prescribed supervisory information in relation to an affiliate of an association:

13. Sections 2 and 3 of the Regulations are replaced by the following:

2. Subject to sections 3 and 4, an association shall not, directly or indirectly, disclose information referred to in section 1.

LIMITED DISCLOSURE

3. An association may disclose information referred to in section 1 to its affiliates or to its directors, officers, employees, auditors, securities underwriters or legal advisors, or to those of its affiliates, if the association ensures that the information remains confidential.

14. Section 4 of the English version of the Regulations is replaced by the following:

4. An association or any of its affiliates may disclose information referred to in paragraph 1(1)(c) if the association or affiliate considers the information to contain a material fact or material change that is required by the securities laws of the relevant jurisdiction to be disclosed.

INVESTMENT LIMITS (COOPERATIVE CREDIT
ASSOCIATIONS) REGULATIONS

15. The heading before section 4 of the French version of the Investment Limits (Cooperative Credit Associations) Regulations (see footnote 7) is replaced by the following:

FILIALES RÉGLEMENTAIRES

16. The portion of section 4 of the French version of the Regulations before paragraph (a) is replaced by the following:

Filiales réglementaires

4. Pour l’application des articles 401 et 402 de la Loi, est une filiale réglementaire d’une association toute filiale de celle-ci qui n’est pas :

17. The heading before section 5 of the French version of the Regulations is replaced by the following:

POURCENTAGES RÉGLEMENTAIRES

18. (1) The portion of subsection 5(2) of the French version of the Regulations before paragraph (a) is replaced by the following:

Pourcentage réglementaire — placements immobiliers

(2) Pour l’application de l’article 401 de la Loi, le pourcentage réglementaire correspond :

(2) The portion of subsection 5(3) of the French version of the Regulations before paragraph (a) is replaced by the following:

Pourcentage réglementaire — capitaux propres

(3) Pour l’application de l’article 402 de la Loi, le pourcentage réglementaire correspond :

MINORITY INVESTMENT (COOPERATIVE
CREDIT ASSOCIATIONS) REGULATIONS

19. Paragraph (c) of the definition “entité désignée” in section 1 of the French version of the Minority Investment (Cooperative Credit Associations) Regulations (see footnote 8) is replaced by the following:

  1. c) entité qui exerce, dans le cadre de son activité commerciale, une activité visée à l’alinéa 390(2)b) de la Loi, y compris une entité s’occupant de financement spécial, autre qu’une entité dans laquelle une association est autorisée à acquérir ou augmenter un intérêt de groupe financier aux termes du sous-alinéa 390(4)c)(iii) de la Loi.

INSURANCE COMPANIES ACT

SUPERVISORY INFORMATION (INSURANCE
COMPANIES) REGULATIONS

20. (1) The portion of subsection 2(1) of the Supervisory Information (Insurance Companies) Regulations(see footnote 9) before paragraph (a) is replaced by the following:

2. (1) For the purposes of section 672.1 of the Insurance Companies Act, the following information or any component of that information is prescribed supervisory information in relation to a company:

(2) Subsection 2(1) of the Regulations is amended by adding “and” at the end of paragraph (c), by striking out “and” at the end of paragraph (d) and by repealing paragraph (e).

(3) The portion of subsection 2(2) of the Regulations before paragraph (a) is replaced by the following:

(2) For the purposes of section 672.1 of the Insurance Companies Act, the information prescribed by the following regulations is prescribed supervisory information in relation to an affiliate of a company:

21. Sections 3 and 4 of the Regulations are replaced by the following:

3. Subject to sections 4 and 5, a company shall not, directly or indirectly, disclose information referred to in section 2.

LIMITED DISCLOSURE

4. A company may disclose information referred to in section 2 to its affiliates or to its directors, officers, employees, auditors, securities underwriters or legal advisors, or to those of its affiliates, if the company ensures that the information remains confidential.

22. Section 5 of the English version of the Regulations is replaced by the following:

5. A company or any of its affiliates may disclose information referred to in paragraph 2(1)(c) if the company or affiliate considers the information to contain a material fact or material change that is required by the securities laws of the relevant jurisdiction to be disclosed.

INVESTMENT LIMITS (INSURANCE
COMPANIES) REGULATIONS

23. (1) Subparagraph (c)(iv) of the description of B in subsection 5(4) of the French version of the Investment Limits (Insurance Companies) Regulations (see footnote 10) is replaced by the following:

(2) Subparagraphs (d)(i) and (ii) of the description of B in subsection 5(4) of the French version of the Regulations are replaced by the following:

INVESTMENT LIMITS (INSURANCE
HOLDING COMPANIES) REGULATIONS

24. Paragraph (c) of the definition “real property entity” in section 1 of the English version of the Investment Limits (Insurance Holding Companies) Regulations (see footnote 11) is replaced by the following:

  • (c) ownership interests in an unincorporated entity that is primarily engaged in holding, managing or otherwise dealing with real property, including ownership interests in an unincorporated entity that is another real property entity. (entité immobilière)

MINORITY INVESTMENT (INSURANCE
COMPANIES) REGULATIONS

25. Paragraph (c) of the definition “entité designée” in section 1 of the French version of the Minority Investment (Insurance Companies) Regulations (see footnote 12) is replaced by the following:

  1. c) entité qui exerce, dans le cadre de son activité commerciale, une activité visée aux alinéas 495(2)b) ou (4)b) de la Loi, y compris une entité s’occupant de financement spécial, autre qu’une entité dans laquelle une société est autorisée à acquérir ou augmenter un intérêt de groupe financier aux termes du sous-alinéa 495(6)c)(iii) de la Loi.

MINORITY INVESTMENT (INSURANCE HOLDING
COMPANIES) REGULATIONS

26. Paragraph (c) of the definition “designated entity” in section 1 of the Minority Investment (Insurance Holding Companies) Regulations (see footnote 13) is replaced by the following:

  • (c) an entity whose business includes an activity referred to in paragraph 971(2)(b) of the Act, including a specialized financing entity, other than an entity in which an insurance holding company is permitted to acquire or increase a substantial investment under subparagraph 971(4)(c)(iii) of the Act.

27. The portion of section 3 of the English version of the Regulations before paragraph (a) is replaced by the following:

Restriction concerning investments

3. Subject to sections 5 and 6, an insurance holding company must not acquire or increase a substantial investment in a designated entity under paragraph 2(a) or give up control of the designated entity while keeping a substantial investment in it under paragraph 2(b) if, after the acquisition, increase or giving up of control, the total value of the following would exceed 50% of the insurance holding company’s regulatory capital:

SUPERVISORY INFORMATION (INSURANCE
HOLDING COMPANIES) REGULATIONS

28. (1) The portion of subsection 1(1) of the Supervisory Information (Insurance Holding Companies) Regulations (see footnote 14) before paragraph (a) is replaced by the following:

1. (1) For the purposes of section 999 of the Insurance Companies Act, the following information or any component of that information, is prescribed supervisory information in relation to an insurance holding company:

(2) The portion of subsection 1(2) of the Regulations before paragraph (a) is replaced by the following:

(2) For the purposes of section 999 of the Insurance Companies Act, the information prescribed by the following regulations is prescribed supervisory information in relation to an affiliate of an insurance holding company:

29. Sections 2 and 3 of the Regulations are replaced by the following:

2. Subject to sections 3 and 4, an insurance holding company shall not, directly or indirectly, disclose information referred to in section 1.

LIMITED DISCLOSURE

3. An insurance holding company may disclose information referred to in section 1 to its affiliates or to its directors, officers, employees, auditors, securities underwriters or legal advisors, or to those of its affiliates, if the insurance holding company ensures that the information remains confidential.

30. Section 4 of the English version of the Regulations is replaced by the following:

4. An insurance holding company or any of its affiliates may disclose information referred to in paragraph 1(1)(c) if the insurance holding company or affiliate considers the information to contain a material fact or material change that is required by the securities laws of the relevant jurisdiction to be disclosed.

PENSION BENEFITS STANDARDS
ACT, 1985

PENSION BENEFITS STANDARDS
REGULATIONS, 1985

31. Subsection 11(1) of the Pension Benefits Standards Regulations, 1985 (see footnote 15) is amended by striking out “and” at the end of paragraph (d), by adding “and” at the end of paragraph (e) and by repealing paragraph (f).

32. Subsection 16.2(5) of the Regulations is replaced by the following:

(5) The notice must be published, in both official languages, once a week for two consecutive weeks, in one or more newspapers in general circulation in each province in which persons referred to in subsection 9.2(3) of the Act reside or, if a person’s province of residence is not known, in each province.

TRUST AND LOAN COMPANIES ACT

SUPERVISORY INFORMATION
(TRUST AND LOAN COMPANIES)
REGULATIONS

33. (1) The portion of subsection 1(1) of the Supervisory Information (Trust and Loan Companies) Regulations (see footnote 16) before paragraph (a) is replaced by the following:

1. (1) For the purposes of section 503.1 of the Trust and Loan Companies Act, the following information or any component of that information, is prescribed supervisory information in relation to a company:

(2) Subsection 1(1) of the Regulations is amended by adding “and” at the end of paragraph (d) and by repealing paragraph (e).

(3) The portion of subsection 1(2) of the Regulations before paragraph (a) is replaced by the following:

(2) For the purposes of section 503.1 of the Trust and Loan Companies Act, the information prescribed by the following regulations is prescribed supervisory information in relation to an affiliate of a company:

34. Sections 2 and 3 of the Regulations are replaced by the following:

2. Subject to sections 3 and 4, a company shall not, directly or indirectly, disclose information referred to in section 1.

LIMITED DISCLOSURE

3. A company may disclose information referred to in section 1 to its affiliates or to its directors, officers, employees, auditors, securities underwriters or legal advisors, or to those of its affiliates, if the company ensures that the information remains confidential.

35. Section 4 of the English version of the Regulations is replaced by the following:

4. A company or any of its affiliates may disclose information referred to in paragraph 1(1)(c) if the company or affiliate considers the information to contain a material fact or material change that is required by the securities laws of the relevant jurisdiction to be disclosed.

MINORITY INVESTMENT (TRUST AND LOAN
COMPANIES) REGULATIONS

36. Paragraph (c) of the definition “designated entity” in section 1 of the French version of the Minority Investment (Trust and Loan Companies) Regulations (see footnote 17) is replaced by the following:

  1. c) entité qui exerce, dans le cadre de son activité commerciale, une activité visée à l’alinéa 453(2)b) de la Loi, y compris une entité s’occupant de financement spécial, autre qu’une entité dans laquelle une société est autorisée à acquérir ou augmenter un intérêt de groupe financier aux termes du sous-alinéa 453(4)c)(iii) de la Loi.

COMING INTO FORCE

37. These Regulations come into force on the day on which they are registered.

REGULATORY IMPACT
ANALYSIS STATEMENT

(This statement is not part of the Regulations.)

Issue and objectives

The Standing Joint Committee for the Scrutiny of Regulations (SJC) reviews matters of legality and the procedural aspects of federal regulations. This submission reflects non-substantive changes to the Minority Investment (Bank Holding Companies) (Banks) (Insurance Holding Companies) (Insurance Companies) (Cooperative Credit Associations) (Trust and Loan Companies) Regulations, Pension Benefits Standards Regulations, 1985, Investment Limits (Cooperative Credit Associations) (Insurance Holding Companies) (Insurance Companies) Regulations, and Supervisory Information (Bank Holding Companies) (Banks) (Authorized Foreign Banks) (Insurance Holding Companies) (Insurance Companies) (Cooperative Credit Associations) (Trust and Loan Companies) Regulations and deals with changes requested by the SJC where concerns were raised over anomalies and inconsistencies between the French and English versions.

Description and rationale

The suggested modifications address inconsistencies between the French and the English versions, correct anomalies and will make minor clarifications to the Regulations. All of the amendments are non-substantive, are of a technical nature and have no policy implications. They include changes such as

  • amending the English versions of paragraph (c) of the definition of “designated entity” in section 1 of the Minority Investment (Bank Holding Companies) (Insurance Holding Companies) Regulations so that both formulations may be equivalent and indicate that a specialized financing entity is an entity whose business may include an activity referred to in paragraph 930(2)(b) of the Act. The English version of these two regulations did not have this meaning whereas the French did;
  • adjusting the French versions of paragraph (c) of the definition of “entité designée” in section 1 of the Minority Investment (Bank Holding Companies) (Banks) (Cooperative Credit Associations) (Insurance Holding Companies) (Insurance Companies) (Trust and Loan Companies) Regulations to replace the word “notamment” by the term “y compris,” a better equivalent to the English word “including”;
  • amending the Supervisory Information (Bank Holding Companies) (Banks) (Authorized Foreign Banks) (Cooperative Credit Associations) (Insurance Holding Companies) (Insurance Companies) (Trust and Loan Companies) to clarify the type of supervisory information that should be considered as “prescribed”;
  • changing headings prior to sections 4 and 5 and certain expressions in sections 4 and 5 of the French version of the Investment Limits (Cooperative Credit Associations) Regulations to align with specific wording used in CooperativeCredit Associations Act (“filiales réglementaires” and “pourcentages réglementaires”).

Consultation

No industry consultations were held as the modifications have no substantive impact.

Contact

Philipe-A. Sarrazin
Office of the Superintendent of Financial Institutions
255 Albert Street
Ottawa, Ontario
K1A 0H2
Telephone: 613-998-4190
Fax: 613-993-6525
Email: Philipe.Sarrazin@osfi-bsif.gc.ca

Footnote a
S.C. 2001, c. 9, s. 127

Footnote b
S.C. 1999, c. 28, s. 35(1)

Footnote c
S.C. 1999, c. 28, s. 42

Footnote d
S.C. 2001, c. 9, s. 183

Footnote e
S.C. 2001, c. 9, s. 183

Footnote f
S.C. 2005, c. 54, s. 135

Footnote g
S.C. 1991, c. 46

Footnote h
S.C. 2001, c. 9, s. 314

Footnote i
S.C. 2001, c. 9, s. 314

Footnote j
S.C. 2001, c. 9, s. 314

Footnote k
S.C. 1999, c. 28, s. 117

Footnote l
S.C. 2005, c. 54, s. 208

Footnote m
S.C.1991, c. 48

Footnote n
S.C. 2001, c. 9, s. 426

Footnote o
S.C. 2001, c. 9, s. 426

Footnote p
S.C. 2001, c. 9, s. 426

Footnote q
S.C. 1999, c. 28, s. 126

Footnote r
S.C. 2001, c. 9, s. 465

Footnote s
S.C. 2001, c. 9, s. 465

Footnote t
S.C. 2001, c. 9, s. 465

Footnote u
S.C. 2001, c. 9, s. 465

Footnote v
S.C. 2005, c. 54, s. 364

Footnote w
S.C. 1991, c. 47

Footnote x
S.C. 2007, c. 35, s 142

Footnote y
R.S., c. 32 (2nd Supp.)

Footnote z
S.C. 2001, c. 9, s. 550

Footnote aa
S.C. 1999, c. 28, s. 144

Footnote bb
S.C. 2005, c. 54, s. 449

Footnote cc
S.C. 1991, c. 45

Footnote 1
SOR/2001-58

Footnote 2
SOR/2001-59

Footnote 3
SOR/2001-401

Footnote 4
SOR/2001-402

Footnote 5
SOR/2001-480

Footnote 6
SOR/2001-57

Footnote 7
SOR/2001-395

Footnote 8
SOR/2001-403

Footnote 9
SOR/2001-56

Footnote 10
SOR/2001-396

Footnote 11
SOR/2001-397

Footnote 12
SOR/2001-404

Footnote 13
SOR/2001-405

Footnote 14
SOR/2001-484

Footnote 15
SOR/87-119

Footnote 16
SOR/2001-55

Footnote 17
SOR/2001-406