On December 29, 2015, the Office of the Superintendent of
Financial Institutions (OSFI) issued a Guide for the
Demutualization of Mutual Property and Casualty Insurance Companies
with Non-mutual Policyholders (the Guide). The Guide clarifies how
OSFI plans to oversee and regulate the conversion of federally
regulated mutual property and casualty insurance companies that
have both mutual and non-mutual policyholders (MPCCs), a process
The Guide complements the MPCC Regulations by clarifying
OSFI's expectations in order for an MPCC to obtain the
approvals necessary to proceed through each stage of the
demutualization process. The Guide is organized into the following
Summary of the dual structure
Material that must be provided to
OSFI in connection with each of the required regulatory
Additional administrative guidance
such as policyholder eligibility, the voting process at each
special meeting, and considerations when allocating value to each
Administrative guidance in regards to
the roles of the independent and appointed actuaries.
The Guide has particular relevance to MPCCs and their mutual and
non-mutual policyholders as OSFI has now clarified the formal
requirements under the MPCC Regulations. It is clear that OSFI will
be taking a very active role throughout the process by managing the
flow of information between the two policyholder groups. The Guide
also provides useful references to other applicable regulations,
rulings and guidelines that must be considered alongside the MPCC
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