Part 2 — Provincial Companies Subpart 1 Status and Powers of Provincial Companies
309 Subpart 6 Directors and Officers Duties Duty to manage
must manage or supervise the management of the business and
affairs of the company.
(2) Without limiting the generality of subsection (1), the directors
of a provincial company must
(a) establish an audit co mmittee and a conduct review
committee;
RSA 2000
(b) establish procedures to resolve conflicts of interest,
including techniques for the identification of potential
conflict situations and for restricting the use of confidential
information;
(c) in the case of a company that issues participating policies,
establish, before issuing any participating policies, a policy
for determining the dividends and bonuses to be paid to the
participating policyholders;
(d) establish procedures to provide disclosure of information
that this Act and the regulations require to be disclosed;
(e) establish policies and procedur es to ensure that the company
applies prudent investment standards in accordance with
section 417;
(f) appoint the actua ry of the company.
(3) Subsection (2)(a) does not apply to the directors of a provincial
company where
(a) all the voting shares of the company, other than directors'
qualifying shares, if any, are beneficially owned by a
financial institution incorporated by or under an Act of the
Legislature,
(b) there are no participating policyholders, and
(c) the audit committee or the conduct review committee of the
financial institution referred to in clause (a) performs for
and on behalf of the company all the functions that would
otherwise be required to be performed by the audit
committee or conduct review committee of the company
under this Act.
1999 cI-5.1 s309