Office of the Superintendent of Financial Institutions
The note provides guidance on OSFI's expectations regarding financial statements to be included
in the notice of the special meeting describing the conversion proposal, pursuant to the Mutual
Company (Life Insurance) Conversion Regulations (the Regulations).
Pursuant to paragraph 5(1)(f) of the Regulations, where notice of a special meeting describing a
conversion proposal is sent to eligible policyholders more than 120 days after the end of the most
recently completed financial year of the converting company, the converting company must
submit to the Superintendent financial statements for the portion of the current financial year
ending prior to a day that is no more than 120 days before the day on which the notice is sent,
together with an auditor's comfort letter in respect thereto.
Pursuant to paragraph 7(1)(h) of the Regulations, the financial statements referred to in paragraph
5(1)(f) must be included in the notice of the special meeting describing the conversion proposal.
Pursuant to Section 11 of the Regulations, the Superintendent may exempt a converting company
from the requirements, in respect to financial statements referred to above.
OSFI would generally expect a converting company to plan its administrative process in such a
way that the notice of the special meeting and all material to be included therewith would be sent
to policyholders no later than 120 days after completion of the most recent financial statements.
In the event that a converting company is unable to meet OSFI expectations, we would consider a
request for exemption pursuant to Section 11 of the Regulations if one or more of the following
conditions are applicable to the request:
In any event, we would not likely consider a request for exemption beyond the end of the month
in which the quarterly financial statements become available.
Any exemption granted would contain the following conditions: