On October 5, 2017, Quebec’s Minister of Finance Carlos Leitão (Minister) introduced Bill 141, An Act mainly to improve the regulation of the financial sector, the protection of deposits of money and the operation of financial institutions (Bill) in the National Assembly, a much anticipated omnibus bill that is meant to improve the framework of Quebec’s financial sector and strengthen consumer protection.
The Bill proposes significant and targeted amendments to 14 different laws in order to update and modernize the framework applicable to Quebec’s financial sector. It also proposes corresponding amendments to almost 50 other laws.
This bulletin provides a summary of the main legislation impacted and the key points of the Bill. The Blakes Financial Services Regulatory group is currently performing an in-depth analysis of Bill 141 in order to provide insight into the Bill’s impact on businesses. Additional information will be made available in the following weeks on specific subject matters covered by the Bill.
The Bill follows the public consultation process that the Minister started in June 2015, after he tabled four reports on Quebec‘s financial sector framework at the National Assembly (the Report on the Application of the Act respecting the distribution of financial products and services; the Report on the Application of the Real Estate Brokerage Act; the Report on the Application of the Derivatives Act; and the Report on the Act respecting the Caisse de dépôt de placement du Québec) (Reports) and invited interested parties to provide comments on the proposals set out in the Reports. Certain proposals, including the proposal to regulate the distribution of insurance products over the internet and eliminate the Chambre de la sécurité financière and the Chambre de l’assurance de dommages (collectively the Chambres), generated strong reactions from industry stakeholders — the Minister received close to 400 briefs during the consultation process.
The Bill was expected to be introduced by the legislative 2016 calendar’s year-end, but was delayed by the general strike of the Quebec government lawyers and notaries. At the end of the spring’s parliamentary session, the Minister indicated that the Bill would be introduced early in fall 2017.
FINANCIAL SECTOR LEGISLATIVE REFORM
The Bill proposes to replace the Act respecting insurance with the Insurers Act and the Act respecting trust companies and savings companies with the Trust Companies and Savings Companies Act. Once the Bill is passed, the proposed Insurers Act will govern the supervision and control of insurance business and the activities of licensed insurers in Quebec. The legislation governing trust and loan companies, which has been renamed Trust Companies and Savings Companies Act, has been entirely redrafted to be better harmonized and aligned with the proposed amendments set out in the new Insurers Act.
The Bill further proposes substantial amendments to the Act respecting financial services cooperatives and the Deposit Insurance Act (renamed the Deposit Institutions and Deposit Protection Act). The Act respecting financial services cooperatives is amended to, among other things, specify the rules for organizing a network of financial services cooperatives and those for the issuance of their capital shares and investment shares; provide for the continuation of financial services cooperative constituted under the laws of another jurisdiction under the Act; grant federations special powers regarding member credit unions’ activities; and add a chapter on the Groupe coopératif Desjardins, which will replace the Act respecting the Mouvement Desjardins. The proposed amendments to the deposit insurance legislation include a proposal to govern the supervision and control of deposit-taking business and the activities of licensed deposit-taking institutions in Quebec.
INDUSTRY TARGETED MEASURES AND REQUIREMENTS
The Bill includes amendments to the following legislations: the Civil Code of Quebec, the Automobile Insurance Act, an Act respecting the Autorité des marchés financiers (renamed Act respecting the regulation of the financial sector), the Professional Code, the Real Estate Brokerage Act, the Act respecting the distribution of financial products and services, the Money-Services Businesses Act, the Derivatives Act and the Securities Act.
The amendments that have attracted the most media coverage since the Reports were initially tabled by the Minister are those that propose:
- To allow and provide a framework for the direct distribution of insurance products over the internet by licensed insurers (Insurers Act and Act respecting the distribution of financial products and services); and
- To eliminate and transfer the responsibilities of certain self-regulating bodies (i.e., the Chambres) that currently have jurisdiction over the professional conduct, discipline and continuing legal education of licensed representatives that distribute various types of financial products (insurance, mutual funds and scholarship plans) and provide financial planning services in Quebec over to the Autorité des marchés financiers (AMF) (Act respecting the distribution of financial products and services).
In addition to the transfer of jurisdictions from the Chambres to the AMF, there are also amendments that are meant to clarify and consolidate the AMF’s role as the sole regulator of Quebec’s financial services industry. These amendments propose:
- To define the concept of “real estate contract” to clarify the scope of the Real Estate Brokerage Act and transfer the jurisdiction of the supervision and control of mortgage brokerage from the Organisme d’autoréglementation du courtage immobilier du Québec to the AMF (Real Estate Brokerage Act and Act respecting the distribution of financial products and services)
- To establish the “Comité consultatif des consommateurs de produits et utilisateurs de services financiers” within the AMF and update the rules applicable to the Financial Markets Administrative Tribunal (Act respecting the regulation of the financial sector).
Finally, other amendments introduce requirements to address new business realities, mostly to improve the protection of Quebec consumers. This set of proposals includes:
- Requirements to provide an insurer with information regarding an individual’s automobile driving experience when applying for, or renewing, automobile insurance coverage (Automobile Insurance Act)
- The requirement for the AMF to obtain updated security clearance reports from the Quebec police force on each licensed money-services business every three years (Money-Services Businesses Act)
- The addition of derivatives trading platforms as regulated entities under the Derivatives Act
- The possibility to distribute funeral insurance policies and the inclusion of requirements specific to this type of insurance product (Civil Code of Quebec and Act respecting prearranged funeral services and sepultures)
- Additional protections for whistleblowers who disclose breaches of financial sector legislation (Act respecting the regulation of the financial sector)
- The definition of the role, functions and powers of the board of directors of a professional order and its professional liability insurance decision-making committee regarding the order’s insurance business and, if applicable, insurer activities (Professional Code).
TIMELINE FOR IMPLEMENTATION
The government house leader has not yet indicated if Bill 141 will be subject to parliamentary committee review. Considering that there was extensive public consultation prior to the Bill’s introduction, the house leader may choose to skip this step of the legislative process and, after the Bill has been passed in respect of its principle, move the Bill directly for adoption (commonly referred to as “third reading”) by the National Assembly. The Bill is therefore expected to be adopted in its final form by the end of the 2018 spring parliamentary session, in time before the next election call, which is tentatively scheduled for October 2018.
Once Bill 141 is adopted, stakeholders will need to carefully monitor and watch for the release of various draft regulations to be in a position to prepare and present the Minister with comments. Various regulations will need to be enacted to implement the different measures provided in each of the legislation impacted by the Bill.