Canada Deposit Insurance Corporation Application for Deposit Insurance By-law

Link to law: http://laws-lois.justice.gc.ca/eng/regulations/SOR-2006-236/FullText.html

Subscribe to a Global-Regulation Premium Membership Today!

Key Benefits:

Subscribe Now
Canada Deposit Insurance Corporation Application for Deposit Insurance By-law

SOR/2006-236CANADA DEPOSIT INSURANCE CORPORATION ACT
Registration 2006-09-28
Canada Deposit Insurance Corporation Application for Deposit Insurance By-lawThe Board of Directors of the Canada Deposit Insurance Corporation, pursuant to paragraphs 11(2)(g)Footnote a and (i) and subsection 18(1)Footnote b of the Canada Deposit Insurance Corporation Act, hereby makes the annexed Canada Deposit Insurance Corporation Application for Deposit Insurance By-law.
Ottawa, September 27, 2006

Return to footnote aR.S., c. 18 (3rd Supp.), s. 51
Return to footnote bS.C. 1999, c. 28, s. 100
Interpretation

1 (1) The following definitions apply in this By-law.

Act
Act means the Canada Deposit Insurance Corporation Act. (Loi)
applicant
applicant means a provincial institution that makes an application to the Corporation for deposit insurance. (demandeur)
associate

associate, when used to indicate a relationship with a person, means

(a) a corporation of which that person beneficially owns, directly or indirectly, voting securities that carry more than 10 per cent of the voting rights attached to all of the outstanding voting securities of the corporation;
(b) a partner of that person; or
(c) a trust or an estate or succession in which that person has a substantial beneficial interest or in respect of which that person serves as a trustee or in a similar capacity. (associé)

beneficial ownership
beneficial ownership includes ownership through one or more trustees, legal representatives, agents or mandataries or other intermediaries. (véritable propriétaire)
common-law partnership
common-law partnership means the relationship between two individuals who are cohabiting in a conjugal relationship, having so cohabited for a period of at least one year. (union de fait)
corporation
corporation means an incorporated body wherever or however incorporated. (personne morale)
direction
direction, in respect of the voting securities of an entity, means the power, alone or in combination with one or more persons, directly or indirectly, to exercise or direct the exercise of the voting rights attached to those securities. (haute main)
entity
entity means a corporation, a trust, a partnership, a fund, an unincorporated association or organization, Her Majesty in right of Canada or of a province, an agency of Her Majesty in either of those rights, the government of a foreign country or any political subdivision of that government or any agency of that government or of that political subdivision. (entité)
financial statements
financial statements includes a balance sheet, a statement of retained earnings, an income statement and a statement of changes in financial position. (états financiers)
forecast
forecast means information in respect of prospective results of the operations and financial position or changes in the financial position of an entity, based on assumptions made in respect of future economic conditions and planned courses of action for a specified period, given management’s judgment as to the most probable set of economic conditions. (prévisions)
influence
influence, in respect of an entity, means the power to exercise an influence, directly or indirectly and alone or in combination with one or more persons, over the management and policies of the entity, whether through the beneficial ownership of voting securities or otherwise. (influence)
material
material, in respect of any matter, means a matter that has or may reasonably be expected to have a bearing on the decision of the Corporation as to whether to approve an applicant for deposit insurance. (important)
misrepresentation
misrepresentation means an untrue statement made in respect of a material fact or a statement that is misleading in the context in which it is made due to the omission of a material fact. (fausse déclaration)
officer

officer means

(a) in respect of a corporation, a chief executive officer, president, vice-president, secretary, controller, treasurer and any other individual designated as an officer of the corporation by by-law or by a resolution of its directors; and
(b) in respect of any other entity, any individual designated as an officer of the entity. (dirigeant)

person
person means an individual or an entity and includes a legal representative. (personne)
promoter

promoter means a person who

(a) acting alone or in conjunction with one or more other persons, participates directly or indirectly in the founding, organizing or substantial reorganizing of the business of an applicant; or
(b) in connection with the founding, organizing or substantial reorganizing of the business of an applicant, directly or indirectly receives, in consideration of services or property or both services and property, five per cent or more of any class of securities of the applicant or five per cent or more of the proceeds from the sale of any class of securities of a particular issue, other than a person who receives such securities or proceeds either solely as underwriting commissions or solely in consideration of property but does not otherwise take part in the founding, organizing or substantial reorganizing of the business of the applicant. (promoteur)

regulatory authority
regulatory authority means a supervisory or regulatory authority of financial institutions, capital markets, securities transactions or commodity futures that has jurisdiction over an applicant. (organisme de réglementation)
relative
relative, in respect of a person who is an individual, means an individual related to that person by birth, adoption, marriage or common-law partnership. (parent)
subsidiary
subsidiary, when used to indicate a relationship between one corporation and another, means a corporation that is controlled by that other corporation. (filiale)

(2) For the purposes of this By-law,

(a) a person controls a corporation if securities of the corporation, to which are attached more than 50 per cent of the votes that may be cast to elect directors of the corporation, are beneficially owned by the person and the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the corporation;
(b) a person controls an unincorporated entity, other than a limited partnership, if more than 50 per cent of the ownership interest in the entity, however designated, is beneficially owned by the person and 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.

(3) For the purposes of this By-law, a person who controls an entity is considered to control any other entity that is controlled, or is considered to be controlled, by the entity.
(4) For the purposes of this By-law, a person is considered to control an entity where the aggregate of any securities of the entity that are beneficially owned by the person and any securities of the entity that are beneficially owned by any entity controlled by that person is such that, if that person and all of the entities that beneficially own securities of the entity were one person, that person would control the entity.

Application for Deposit Insurance

2 (1) An application for deposit insurance must contain

(a) the information and documentation referred to in sections 3 to 17, in one of Canada’s official languages; and
(b) an affidavit as set out in Form 1 of the schedule and, if applicable, an affidavit as set out in Form 2 of the schedule, duly executed.

(2) The information and documentation included in an application must be current as of not more than 12 months before the day on which the final information or documentation relating to the application is submitted to the Corporation by the applicant in order to complete the application.

Applicant’s General Information

3 The application must include the following information in respect of the applicant:

(a) its legal name, including the form of that name in the other official language of Canada, if any;

(b) the address, telephone number, e-mail address and facsimile number of

(i) its head office,
(ii) its principal place of business, if that place of business is located somewhere other than at the head office, and
(iii) each of its current branches, if any, and each of its proposed branches, if any;

(c) the date of its incorporation, the jurisdiction of its incorporation and the date on which it began to carry on business or proposes to do so;
(d) the name, title or office, and address of each of its current and proposed directors and officers and a copy of their curriculum vitae or resumé;

(e) whether any director or officer referred to in paragraph (d) is an associate or a relative of any other director or officer referred to in that paragraph or of

(i) a director or officer referred to in paragraph 13(e), or
(ii) an individual referred to in section 14;

(f) detailed information, for each of the directors and officers referred to in paragraph (d), in respect of

(i) any conviction, under the laws of any jurisdiction within or outside Canada, for a material criminal offence,
(ii) any conviction, under the laws of such a jurisdiction, for a statutory or regulatory violation in relation to any of their businesses or the applicant’s business, and
(iii) any proceedings that have been commenced against them in such a jurisdiction in respect of such an offence or violation;

(g) detailed information, for each of the directors and officers referred to in paragraph (d), in respect of

(i) the suspension or revocation, under the laws of any jurisdiction within or outside Canada, of any licence held by them in relation to the business or affairs of the applicant,
(ii) the suspension or cancellation, under the laws of such a jurisdiction, of any registration in their name in relation to the business or affairs of the applicant, and
(iii) any investigation that has been or is being conducted in such a jurisdiction in relation to such a licence or registration;

(h) the legal name, address, telephone number, e-mail address and facsimile number of its current or proposed external auditor, as applicable;
(i) the name, address, telephone number, e-mail address and facsimile number of any person who is, or who, within the 24-month period preceding the day referred to in subsection 2(2) has been, a promoter of the applicant; and
(j) the name, title or office, address, telephone number, e-mail address and facsimile number of the individual who is authorized to represent the applicant with respect to the application.

Applicant’s Financial Information

4 (1) The application must include the following documents in respect of the financial affairs of the applicant:

(a) if the applicant has been incorporated for less than one financial year, an audited opening balance sheet and unaudited interim financial statements, if any, for the financial period beginning on the day on which it began to carry on its business; and

(b) if the applicant has been incorporated for one or more financial years

(i) unaudited interim financial statements, if any, for the financial period following the period covered by the annual audited financial statements for the most recently completed financial year,

(ii) audited financial statements for

(A) each completed financial year from the date of incorporation, if it has been incorporated for one or more, but less than three, financial years, or
(B) each of the last three financial years, if it has been incorporated for three or more financial years, and

(iii) its latest annual report, if any.

(2) Subject to subsection (3), all financial statements included in the application must be

(a) prepared in accordance with the accounting principles and auditing standards accepted under or required by the laws of the jurisdiction of incorporation of the applicant or prescribed by the regulatory authority primarily responsible for regulating the applicant; or
(b) prepared in accordance with the accounting standards and guidelines established by the Canadian Institute of Chartered Accountants (“CICA”) — also referred to as “Canadian Generally Accepted Accounting Principles” (“Canadian GAAP”) — and audited in accordance with the auditing standards and guidelines established by the CICA.

(3) If financial statements that are included in an application are provided by a foreign entity that controls the applicant, they must be

(a) prepared in accordance with the generally accepted or applicable accounting principles and auditing procedures in the jurisdiction where the foreign entity was incorporated or established and accompanied by a comparison between the accounting standards used to complete the applicant’s financial statements and Canadian GAAP; or
(b) prepared in accordance with Canadian GAAP and audited in accordance with the auditing standards and guidelines established by the CICA.

5 (1) The application must include a business plan that covers the three-year period beginning on the day on which the applicant proposes to begin carrying on its deposit-taking business and that contains the following information:

(a) the reasons why it wants to establish a deposit-taking business;
(b) an analysis of target markets together with its business objectives for those markets, the short- and long-term strategy it will employ to achieve those objectives and the reasons why it believes that it will be successful in achieving those objectives;
(c) an overview of each line of business to be conducted and a description of the products and services it will offer in each target market, together with the expected levels of business for those products and services;
(d) an analysis of the competitive threats it will face in each target market, together with a description of how it plans to respond to those threats and the reasons why it believes that the response will be successful;
(e) a detailed forecast that includes pro forma financial statements covering that three-year period and identifying the assumptions made in the preparation of the forecast;
(f) a list of the assumptions that it made for the purposes of paragraphs (b) to (e) and the reasons why it considers those assumptions to be reasonable;
(g) a description of the off-balance sheet activities that it proposes to carry on;
(h) a description of its proposed outsourcing arrangements and its contingency plans respecting those arrangements;
(i) a sensitivity analysis of its projected financial results under various assumptions or scenarios;
(j) its projected staff complement during that three-year period; and
(k) an explanation of the correlation between the business background and expertise of each director and officer and the applicant’s business objectives.

(2) The application must also include any other business plan that was prepared by, or for, the applicant within the 24-month period preceding the date of the business plan referred to in subsection (1) and an explanation of any significant differences between those business plans.

6 The application must include the following information in respect of the applicant’s capital:

(a) its authorized capital level;
(b) the sources of its initial and future capital;
(c) the amount of its issued and outstanding capital;
(d) the amount of its paid-in or stated capital; and
(e) a description of any other forms of its capital that are accepted as, or considered to be, capital in the jurisdiction in which the applicant was incorporated.

7 The application must include detailed information in respect of the following:

(a) any material pending litigation to which the applicant is a party;
(b) any material contingent liabilities, including guarantees, suretyships and indemnity obligations issued by the applicant to its shareholders, directors, officers, affiliates or associates; and

(c) any material transaction, in which the applicant has an interest, that is pending or is scheduled to occur within the 24-month period preceding the day referred to in subsection 2(2) and that confers or may confer a benefit on any of

(i) its directors or officers,
(ii) its affiliates, associates or promoter, or
(iii) the directors or officers of an affiliate, associate or promoter referred to in subparagraph (ii).

8 (1) The application must include evidence that the applicant has established appropriate, effective and prudent practices with respect to corporate governance, risk management and liquidity and capital management, as well as appropriate, effective and prudent controls in respect of its operations, that will enable it to comply with the Canada Deposit Insurance Corporation Deposit Insurance Policy By-law.

(2) The evidence must provide a detailed description of those practices and controls, including

(a) the composition, mandate, roles and responsibilities of board committees and of the internal audit and compliance functions;
(b) the policies relating to and the procedures for monitoring risk tolerance and risk management for major risk areas such as credit, market, liquidity, operational (inclusive of business continuity planning), technology, legal, regulatory, reputational and strategic risks; and
(c) any procedures that are or will be integrated with those of the entity that controls the applicant, if any, or any of the applicant’s subsidiaries, associates or affiliates, if any.

Other Information About the Applicant

9 The application must include detailed information in respect of the following, if applicable:

(a) any agreement or understanding that has or could have a significant effect on the management or control of the applicant;
(b) the refusal of an application for deposit insurance made by the applicant under the Act or under similar legislation in any other jurisdiction within or outside Canada;
(c) the suspension or revocation of the applicant’s policy of deposit insurance under the Act or under similar legislation in any other jurisdiction within or outside Canada;
(d) the refusal, under the laws of any jurisdiction within or outside Canada, of an application made by the applicant for licensing or registration as a financial institution;
(e) the suspension or revocation, under the laws of any jurisdiction within or outside Canada, of the applicant’s licence to carry on business as a financial institution;
(f) the suspension or cancellation, under the laws of any jurisdiction within or outside Canada, of the applicant’s registration as a financial institution;
(g) any investigation that was or is being conducted in relation to a licence referred to in paragraph (e) or a registration referred to in paragraph (f);
(h) the refusal, under the laws of any jurisdiction within or outside Canada, of an application made by the applicant for any licence or registration related to the business or affairs of the applicant;
(i) the suspension or revocation, under the laws of any jurisdiction within or outside Canada, of any licence referred to in paragraph (h) and held by the applicant or the cancellation of any registration referred to in paragraph (h) in the applicant’s name;
(j) any investigation that was or is being conducted in relation to a licence or registration referred to in paragraph (h);
(k) the refusal, under the laws of any jurisdiction within or outside Canada, of an application made by the applicant for membership in any self-regulatory organization;
(l) the suspension or revocation, under the laws of any jurisdiction within or outside Canada, of the applicant’s membership in any self-regulatory organization and any investigation that was or is being conducted in relation to that membership;
(m) the refusal of an application made by the applicant for bonding or suretyship or insurance coverage in relation to its business;
(n) the suspension or revocation of any bonding or suretyship or insurance coverage held by the applicant in relation to its business and any investigation that was or is being conducted in relation to such coverage; and
(o) the conviction of the applicant, under the laws of any jurisdiction within or outside Canada, for a material criminal offence or a finding, made by a court of law, tribunal or other quasi-judicial body or by a regulatory body that the applicant violated the laws of any jurisdiction within or outside Canada in respect of the carrying on of a business, and any proceedings relating to such an offence or violation that have been commenced in any jurisdiction within or outside Canada against the applicant by a competent authority.

10 The applicant shall, at the request of the Corporation, provide any additional information or documents relating to the application that the Corporation considers necessary, having regard to its objects as set out in section 7 of the Act, in order to enable it to make a decision on the application.

Information About Promoters, Affiliates, Associates and Controlling Entities of the Applicant

11 The application must include an organization chart that shows

(a) the entity that controls the applicant, if any, and the extent of the ownership interest in the applicant held by that entity; and
(b) all existing or proposed affiliates and associates of the applicant and the extent of the ownership interest held or proposed to be held by each of them in the applicant or in the entity that controls the applicant, as applicable, including the class of securities owned or controlled, the number and percentage of each issued and outstanding class of securities held and the nature of the ownership interest (that is, whether the interest is direct or indirect and whether it is registered, beneficial or exercised through direction).

12 (1) If the entity that controls the applicant is not a member institution, the application must include the information and documentation set out in sections 3, 4 and 9 in respect of that entity and the name, address, telephone number, e-mail address and facsimile number of each person who is the ultimate beneficial owner of, directly or indirectly, or who exercises direction over, 20 per cent or more of any class of voting securities of that entity.
(2) If the entity that controls the applicant carries on business in a foreign jurisdiction, the application must also indicate whether that entity is subject to supervision or regulation in the foreign jurisdiction and, if so, the nature and extent of the supervision or regulation.

13 The application must include the following information in respect of any promoter of the applicant and each of the applicant’s existing and proposed affiliates and associates that is not an individual:

(a) their legal name, including the form of that name in the other official language of Canada, if any;
(b) the address, telephone number, e-mail address and facsimile number of their head office and their principal place of business, if that place of business is located somewhere other than at the head office;
(c) the date of their incorporation, the jurisdiction of their incorporation and the date on which they began to carry on business or propose to do so;
(d) a summary of the business activities carried on or proposed to be carried on by them, including a list of the jurisdictions where those activities are carried on or are proposed to be carried on;
(e) the name, title or office, and address of each of their current and proposed directors and officers and a copy of their curriculum vitae or resumé;
(f) whether any director or officer referred to in paragraph (e) is an associate or a relative of any other director or officer referred to in that paragraph;
(g) the information referred to in paragraphs 3(f) and (g) in respect of each of their current and proposed directors and officers;
(h) the information described in section 9 in respect of that promoter or those affiliates and associates; and
(i) the name, address, telephone number, e-mail address and facsimile number of each person who is the ultimate beneficial owner of, directly or indirectly, or who exercises direction over, 10 per cent or more of any class of voting securities of that promoter or those affiliates and associates.

14 The application must include the following information in respect of any promoter or associate of the applicant that is an individual:

(a) their name, address, telephone number, e-mail address and occupation;
(b) a copy of their curriculum vitae or resumé;
(c) whether that promoter is an associate or a relative of any associate of the applicant or of any director or officer referred to in paragraph 13(e);
(d) the information described in section 9 in respect of that promoter or associate; and
(e) a detailed summary of their assets and liabilities.

Other Required Documentation

15 The application must include the following documents:

(a) a certified copy of the incorporating instrument of the applicant and any amendments made to it;
(b) a certified copy of all of the by-laws of the applicant and any amendments made to them;
(c) a legal opinion attesting to the due incorporation, organization and capacity of the applicant;
(d) a copy of any application, made by the applicant or any promoter of the applicant during the 12-month period preceding the day referred to in subsection 2(2), for incorporation, registration or licensing under any federal or provincial legislation that regulates financial institutions;
(e) a copy of an agreement or understanding referred to in paragraph 9(a) if that agreement or understanding is in writing;
(f) a detailed organization chart that lists all of the current and proposed officers of the applicant and all of the applicant’s current and proposed employees;

(g) a copy of the following bonds or insurance policies, if any, that relate to the business of the applicant, or of any suretyships similar to those bonds, namely,

(i) a fidelity bond or a fidelity insurance policy,
(ii) a banker’s blanket bond or a banker’s blanket insurance policy,
(iii) an extortion bond or an extortion insurance policy,
(iv) a safe depository bond or a safe depository insurance policy,
(v) a director’s or officer’s insurance policy, or
(vi) any other bonds or insurance policies similar to those referred to in subparagraphs (i) to (v);

(h) a certified copy of the resolution of the board of directors of the applicant consenting to the making of the application and approving its contents;
(i) a certified copy of the resolution of the board of directors of the entity that controls the applicant, if applicable, consenting to the making of the application and approving its contents; and
(j) a certificate or other evidence confirming that the applicant is authorized by the province of its incorporation to apply for deposit insurance.

Consents and Undertakings

16 The application must include

(a) the applicant’s consent to the release by any regulatory authority or government department or by the Bank of Canada to the Corporation and its agents or mandataries of any information provided by the applicant to that authority, department or bank; and
(b) an undertaking to provide, or cause to be provided, any other consents, releases or waivers requested by the Corporation in connection with its review of the application.

17 The application must include

(a) the applicant’s consent to the release by the Corporation to any regulatory authority or government department or to the Bank of Canada of any information provided in the application; and
(b) an undertaking by the applicant to provide, or cause to be provided, any other consents, releases or waivers requested by that authority, department or bank in connection with the Corporation’s review of the application.

Repeal

18 [Repeal]

Coming into Force

19 This By-law comes into force on the day on which it is registered.

SCHEDULE(Paragraph 2(1)(b))

FORM 1Affidavit

In the matter of an application
)

for deposit insurance made under
)

the Canada Deposit Insurance

)

Corporation Act,
)

I, (name in full), of ,
MAKE OATH AND SAY:

1 I am the (title or office) of , the applicant, and, as such, I am submitting the application for deposit insurance.
2 The representations made in the application and in all attachments and any supplementary information or documents provided by the applicant to the Canada Deposit Insurance Corporation in connection with the application are true and correct, in all material respects, and contain no misrepresentations.

SWORN before me at the City of
)

)

in the
)

)

of

)

)

this day of , 20.
)

)
(Signature)

)

)

)

Commissioner of Oaths
)

FORM 2Affidavit

In the matter of an application
)

for deposit insurance made under
)

the Canada Deposit Insurance

)

Corporation Act,
)

I, (name in full), of ,
MAKE OATH AND SAY:

1 I am the (title or office) of , the entity that controls , the applicant.
2 The representations made and the information and documents provided by the entity that controls the applicant in support of the application made by the applicant for deposit insurance are true and correct, in all material respects, and contain no misrepresentations.

SWORN before me at the City of
)

)

in the
)

)

of

)

)

this day of , 20.
)

)
(Signature)

)

)

)

Commissioner of Oaths
)