Committee composition or functions exception
Scope
This section applies to authorized Québec insurers seeking an exception under the provisions of the IA relating to the composition and functions of the audit and ethics committees.
Application for an exception
Section 100 of the IA provides that the board of directors of an authorized Québec insurer must establish an audit committee and an ethics committee from among its members.
Section 101 of the IA provides that these committees are each composed of at least three directors, a majority of whom are not:
- officers or employees of the insurer,
- members of both the ethics committee and the audit committee,
- directors, officers or other mandataries or employees of a group of which the insurer is the holder of control, or
- holders of a significant interest in the insurer or in a business corporation affiliated with the insurer.
Section 103 of the IA describes the functions of the audit committee. Sections 104 to 114 of the IA describes the functions of the ethics committee.
The first paragraph of section 102 of the IA provides that the AMF may authorize:
- the establishment of a committee whose composition does not comply with section 101 of the IA (s. 102, 1st par. (1) IA)
- the exercise by one of the committees mentioned in that section of the functions usually assigned to the other committee, in addition to its own functions (s. 102, 1st par. (2) IA).
An authorized Québec insurer wishing to obtain such authorization must submit an application to the AMF.
The provisions relating to an application for a committee composition and functions exception are found in section 102 of the Insurers Act
This link will open in a new window (”IA”), CQLR, c. A-32.1.
Checklists
The following checklists describe the information to be included and the documents to be enclosed with the application for an exception.
Information to be included in the application
| Information/Documents | Source | Clarifications by the AMF |
|---|---|---|
| 1. The committee(s) affected by the application | 102 IA | n/a |
| 2. The committee(s) composition for which authorization is being sought, as applicable | 102 IA | n/a |
| 3. A description of the functions of the committee(s) for which authorization is being sought, as applicable | 102 IA | n/a |
| 4. The rationale and purpose of the exception | 102 IA | Demonstrate that the exercise of the committee’s functions will not be adversely affected by the application |
Documents to be enclosed with the application
| Information/Documents | Source | Clarifications by the AMF |
|---|---|---|
| 1. If the application is for the composition of a committee, enclose the duly completed table Composition of the Board of Directors (pdf - 23 KB)This link will open in a new windowUpdated on January 8, 2021Composition of the Board of Directors - Insurers | 480 IA | n/a |
| 2. If the application relates to the functions of a committee or the committees, enclose a description of the committee(s) affected and their respective functions before and after the change(s) for which authorization is being sought | 480 IA | n/a |
| 3. The resolution(s) or draft resolution(s) relating to the change(s) for which authorization is being sought | 480 IA | n/a |
Granting of authorization
The first paragraph of section 102 of the IA provides that the AMF may grant the authorization if an authorized Québec insurer shows that the exercise of the committee’s functions will not be adversely affected.
The second paragraph of section 102 provides that the AMF may, in granting such an authorization, require any undertaking it considers necessary to ensure compliance with this Act.
Fees and costs payable
Refer to the complete list of fees and costs payable to the AMF for more information.
Processing time
Except in specific circumstances, the AMF will process an application within 30 days from the date the application is complete.