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  1. Duties of directors
    • establish an audit committee
    • establish a conduct review committee
    • establish procedures to resolve conflicts of interests
    • designate a committee of the board of directors
    • establish a policy for determining the dividends and bonuses to be paid
    • establish procedures to provide disclosure of information to customers of the company
    • establish investment and lending policies
    • appoint the actuary of the company
  2. Audit Committee
    • Composition of audit committee
    • at least 3 directors
    • majority must be unaffiliated; none can be officers or employees
  3. Duties of the audit committee
    • review annual statement before it’s approved by the directors
    • review returns specified by Superintendent
    • require, review, maintain and evaluate internal control procedures
    • review such investments and transactions that could adversely affect the well-being of the company reported by auditors or officers
    • meet with auditor to discuss annual statement, returns and transactions
    • meet with the actuary to discuss parts of the annual statement prepared by him
    • meet with the chief internal auditor, or officer / employee acting as such, and with management to discuss the effectiveness of internal control procedures
  4. Elements to present at annual meeting
    • comparative annual financial report for the current and past year
    • report of the auditor
    • report of the actuary
    • description of the roles of the actuary and auditor in annual statement
    • any further information in respect to the financial position of the company
  5. Elements of the annual statement
    • balance sheet as at the end of the financial year
    • statement of income
    • statement of change of financial position
    • statement of changes in shareholders' equity
    • statement of changes in each participating account
    • the statement must be prepared in accordance with GAAP
  6. Auditor's use of actuary's work
    An auditor may use the valuation by the actuary for actuarial and other policy liabilities as well as increase in actuarial liabilities.
  7. Appointed Actuary
    • Superintendent shall be notified after appointment
    • CEO, COO must be authorized in writing by the Superintendent (only valid 6 months)
    • If CFO appointed, statement indicating satisfied duties of both positions will be adequately performed and the actuarial duties will be performed independently
  8. Reasons for AA cessation of office
    • actuary resigns as actuary of the company
    • ceases to be an actuary
    • dies
    • appointment is revoked
  9. Actions following AA cessation of office
    • directors shall notify the Superintendent in case of vacancy
    • an actuary who resigns or whose appointment is revoked shall submit to the directors and the Superintendent a written statement of the circumstances and reasons of departure. 
    • No person shall accept the position before requesting and receiving that statement, unless the request has been unanswered for 15 days.
  10. Actuary shall value
    • actuarial and other policy liabilities of the company as at the end of a financial year
    • any other matter specified in any direction made by the Superintendent
    • valuation shall be in accordance with GAAP
  11. Access to company records
    • shall be granted by present or former directors, officers, employees or representatives on the actuary’s request when he estimates it’s necessary to perform his duties
    • a person who in good faith makes an oral or written communication regarding such request shall not be liable in any civil action arising from having made the communication
  12. Duties of the appointed actuary
    • Actuary’s Report 
    • to shareholders and policyholders, at least 21 days before annual meeting
    • state if the annual statement presents fairly the results of the valuation made
    • Report to Directors
    • at least once during each financial year
    • report on the financial position of the company (and expected future position)
    • Report to Officers
    • report any matters that have come to his attention that have material adverse effects on the financial condition and require rectification
    • a copy should be provided to the directors of the company
    • if suitable action is not taken, send a copy of the report to the Superintendent and advise the directors it has done so
  13. Dividends
    • can be issued by the directors as per the policies established by the board
    • directors shall first consider a written report in which the actuary states his opinion of whether the benefit is in accordance with the company policy
    • if there are reasonable grounds for believing that the benefits would be in contravention of any regulation, directors shall not declare a dividend, bonus or other benefit
  14. Restrictions specific to P&C companies and subsidiaries
    • shall not enter into any debt obligation or issue any share (other than common) if total debt obligations + stated capital would exceed the prescribed % of total assets
    • shall not guarantee another’s obligation unless the person is a subsidiary of the company and has an unqualified obligation to reimburse the company for the full amount
    • P&C company shall not lease personal property in Canada
    • note that restriction 1 isn’t applicable for risks falling within a class of insurance specified by the Superintendent approving the commencement and carrying of business
  15. The company shall maintain assets and reinsurance greater or equal to the sum of:
    • reserve for actuarial and other policy liabilities
    • other liabilities of the company
    • an amount including one or more of UEP, provision for claims incurred but unpaid, premium income during the preceding year, claims incurred during the prescribed period
  16. Superintendent monitoring
    • Must be done at least once per calendar year, to verify compliance with the Insurance Companies Act, and whether it is in sound financial condition, then report to the Minister.
    • If the Superintendents judges that the circumstances warrant a less frequent review he can do so but no less than triennially.
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