Moved second reading of Bill S-1001, An Act to authorize Gore Mutual Insurance Company to apply to be continued as a body corporate under the laws of the Province of Quebec.

He said: Honourable senators, I rise today to speak to Bill S-1001, An Act to authorize Gore Mutual Insurance Company to apply to be continued as a body corporate under the laws of the Province of Quebec.

Since this is my first opportunity to rise in this new Parliament, I would like to congratulate all members on their election. I would also like to welcome all of our new colleagues in this honourable house. I look forward to working with all of you and with our colleagues in the other place in the months and years ahead.

Colleagues, the bill before us is fairly straightforward. Essentially, the federal corporation Gore Mutual is asking the Parliament of Canada to approve its merger with the Quebec corporation Beneva. Back in January 2025, Gore Mutual, one of Canada’s oldest mutual insurance companies for fire, accident and miscellaneous risks, and Beneva, Canada’s largest mutual insurance company, announced their intention to combine their operations to stimulate future growth.

I will be speaking more specifically to the details of this merger in a few moments, but I wanted to start by saying a few words about the unique legislative situation in which we find ourselves.

As you may have noted, the bill before us is a Senate private bill. Unlike most of our other Senate bills, this one has a four-digit number associated to it. We don’t often have an opportunity to examine Senate private bills. In the last 15 years, only 11 Senate private bills have been introduced, 8 of which have received Royal Assent, while we’ve seen hundreds of Senate public bills introduced by our honourable colleagues.

“What makes these bills unique?” you may ask. “What is the difference between a Senate public bill and a Senate private bill?” The answer is quite simple: Unlike Senate public bills, which we are all quite familiar with, Senate private bills are unique insofar as they are based on a petition from a distinct group or person asking for the passage of legislation that can confer specific powers or rights, or that deals with certain benefits or exceptions.

You may recall Senator Clement sponsored a private bill last Parliament on The Roman Catholic Episcopal Corporation for the Diocese of Ottawa-Cornwall. In recent years, our former colleague Senator Jaffer also sponsored a private bill regarding the Girl Guides of Canada.

Such bills are introduced after the receipt and examination of a petition from the affected parties and are subject to special provisions in the Rules. I am happy to report, as did the Senate Examiner of Petitions for Private Bills last week, that Gore Mutual has indeed checked off all the required boxes before I tabled Bill S-1001.

Honourable senators, it is now seven o’clock. Pursuant to rule 3-3(1), I am obliged to leave the chair until eight o’clock, when we will resume, unless it is your wish, honourable senators, to not see the clock.

Is it agreed to not see the clock?

Hon. Senators: Agreed.

I will try not to keep you too long here, but this is important.

This included a publication notice in the Canada Gazette and in a leading newspaper with substantial circulation in the area where the corporation has its principal place of business. In this case, it was the Waterloo Region Record.

In the case before us, Gore Mutual was incorporated in 1937 by a special act of Parliament, and it is currently governed by the Insurance Companies Act. Now Gore is basically asking us to grant them the permission to move forward with this proposed merger by allowing it to operate under the laws of Quebec and by repealing three acts of Parliament under which it currently operates.

So what we have before us is a bill seeking Parliament’s endorsement for what is ultimately a business decision that two Canadian corporations agreed to, including Gore’s members and board of directors. The merger will bring together two mutual insurance powerhouses with deep roots in their communities. It will foster innovation and sustainability in Canada’s financial services sector.

Created in 1839, Gore Mutual is one of Canada’s first property and casualty insurers, with offices in Cambridge, Toronto and Vancouver. Today, it has over 550 employees, $680 million in gross written premiums, over $1 billion in assets and over $380 million of total book value.

For its part, Beneva was created in 2020 with the coming together of La Capitale and SSQ Insurance. Today, with its more than 5,500 employees, it is the largest insurance mutual in Canada, with more than 3.5 million members and customers. As of December 2024, Beneva had $27.5 billion in assets and $4.2 billion in total equity.

Ultimately, this merger unites Canada’s largest and oldest mutual insurance companies, creating a stronger, more stable Canadian-owned option in a rapidly consolidating industry facing numerous challenges. Unlike foreign or public insurers, mutual companies reinvest profits into local communities. The merger will result in over $8 billion in premiums and $28.5 billion in assets, strengthening domestic competition and insurance availability at a critical time. Together, they will become the seventh-largest insurer in Canada by total premiums.

The timing and urgency are important. As I mentioned earlier, Gore Mutual must cease to govern under federal law to govern under the laws of Quebec. The Insurance Companies Act does not contain any provisions for the transfer of a corporation from a federal charter to a provincial charter, so here we are. Bill S-1001 is only the first step in achieving this goal.

Gore Mutual and Beneva are relying on us to get this done as soon as possible. Timing is everything here. Let me explain.

The timely enactment of a federal private bill is critical to completing the merger between Beneva and Gore Mutual. This bill serves as the foundational legal requirement for initiating subsequent steps in a tightly sequenced regulatory and legislative process. Any delay would negatively impact both companies’ operations, competitiveness and ability to close the transaction on schedule — not to mention retention of personnel and clients.

Consider the following key legal and regulatory implications: Firstly, the federal bill must be passed before the Quebec private bill can be introduced or regulatory filings submitted across provinces. I can confirm that Beneva has been working with the appropriate authorities in Quebec, including the Ministère des Finances, in preparing the draft legislation.

Secondly, Quebec private bills are traditionally passed only on the final day of a session, making timing critical. Our hope is to have Bill S-1001 receive Royal Assent in early fall so the provincial equivalent can be adopted before the National Assembly breaks for the holidays. A federal delay could defer the transaction until the summer of 2026.

Thirdly, special member meetings, essential to approve merger elements, rely on the timely passage of the federal bill for scheduling and compliance.

Beyond these three issues, there are also some operational and market competitiveness risks in delaying the passage of this bill: Firstly, integration efforts cannot advance until legal approval is secured, delaying synergies and elevating costs and uncertainty. Secondly, prolonged uncertainty could affect employee retention and stall recruitment for the merged entity. Thirdly, closing can only occur on June 30 or December 31 due to financial and tax reporting constraints. Missing these windows delays closing by six months. Finally, continued delays risk weakening the merged entity’s market position, especially as competitors like Definity expand through acquisitions.

Let me briefly discuss previous Senate private bills. I mentioned earlier that only a handful of Senate private bills have been introduced and adopted in the last 15 years. Yes, they are rare in nature and don’t happen very often, but they are also usually quickly adopted. So no pressure here, colleagues.

As a comparison, in 2016, a similar bill with respect to La Capitale Financial Security Insurance Company, which incidentally is Beneva’s predecessor, went through the entire legislative process in both houses of Parliament in about five weeks.

In fact, in the last 15 years, it has taken a Senate private bill on average 104 calendar days — not sitting days — to receive Royal Assent. There is no reason for this bill to linger on the Order Paper indefinitely.

Something else we should all keep in mind is the one-week delay between completion of second reading and committee review. Since private bills confer specific rights that are not of general applicability, the Rules of the Senate require a delay between the referral of a bill to committee and the start of committee hearings.

I hope my honourable colleagues will take all of this into consideration as you examine this bill.

To quickly mention industry endorsements, I am also happy to report that the proposed merger has received support from national industry associations and relevant stakeholders. I’ve received several letters in recent weeks with positive comments and urging Parliament to adopt the bill as soon as possible.

The Canadian Association of Mutual Insurance Companies supports this merger, which it believes will “. . . strengthen Canada’s mutual insurance sector” and “. . . ensure that mutual insurance remains a cornerstone of Canada’s financial landscape for generations to come.”

The Insurance Brokers Association of Canada writes that they “. . . are encouraged by the vision and opportunity this planned merger represents” and recognize that “healthy competition in this sector will ultimately benefit consumers and insurance brokers.”

As the leading advocate for Canada’s private property and casualty insurers, the Insurance Bureau of Canada believes that the merger will benefit consumers:

. . . by fostering healthy competition, while strengthening Canada’s economy, and ensuring that the Canadian insurance industry remains resilient to the challenges posed by increased frequency of severe weather events.

In Quebec, the Autorité des marchés financiers, as the primary regulatory body for the Beneva Group, supports the merger of the two companies and the bill that will be introduced at the National Assembly as soon as we have adopted Bill S-1001.

Finally, just a few hours ago, I received a letter of no objection from the Office of the Superintendent of Financial Institutions regarding Bill S-1001.

So the Office of the Superintendent of Financial Institutions, or OSFI, is also on board with this. They don’t object to it.

In conclusion, honourable senators, given that this bill is neither controversial nor partisan, Gore Mutual and Beneva are counting on us to pass it as soon as possible.

I would also like to thank Senator Carignan and his team for so generously agreeing to act as spokesperson for Bill S-1001. I know that Gore and Beneva have welcomed this good news.

Colleagues, we have a unique opportunity to ensure that mutuals remain a driving force in Canada’s insurance sector. I strongly encourage you to support this bill, and I urge you to ensure that we can refer it to committee as soon as possible so that, with any luck, we can begin studying it when we return from the summer recess in September.

I apologize for my voice.

Before Senator Martin moves the adjournment, I call upon Senator McPhedran.

Do you have a question?

Yes.

Thank you for the question. First of all, there is a difference between a mutual insurance company and a corporation, a stock company. Merging two strong companies is creating a stronger entity that will be able to serve customers better and compete with the corporations. For example, the profits of a corporation are given to the shareholders, right? The shareholders benefit. With a mutual, it’s the members who benefit, and the investments are reinvested in the community.

By creating a stronger mutual insurance company, communities prosper and grow. A mutual company is owned by the policyholders as opposed to — for example, Gore and Beneva, which are mutuals. If we look at Intact Financial Corporation and Manulife, they are corporations, so only the shareholders will benefit.

Even the corporations make donations, obviously. Many of them give 1% of profits or what have you. But with the mutuals, it’s really up to the policyholders, and they are really involved in their communities. When we’re creating a strong mutual company, it’s better for the market. It means more competition, and it’s better for the communities that they serve. The stronger the company, the stronger the communities.

That’s a good question, but it’s very broad in nature. Here’s one merger: Beneva and Gore. They will combine, for example, over 6,100 employees and 3.8 million members and customers. They are serving and benefiting those 3.8 million members and customers.

It is a huge industry, but these times are very challenging with extreme weather conditions and wildfires. You need strong companies. You need strong mutuals, strong corporations and strong insurance companies in order to serve the customers better. The customers have to rely on strong insurance companies, and the main reason for the merger is to create a very strong company on which their clients can rely on and have confidence in.

Of course, every mutual company or corporation has a different policy with respect to giving back to the community. We can’t generally conceptualize per se, but here we see, for example, together, combined operations, 6,100 employees, 3.8 million members, close to $8 billion in total premiums and $27 billion in total assets. The merger will consolidate them both, making them the seventh-largest insurer in Canada.

Every company has a different policy, but it is beneficial and it is in the public interest to have strong insurance companies, strong mutuals and strong corporations that will serve their clients. This will create exactly that — a strong mutual company that will better serve its customers, better serve its communities. These are two solid companies, Beneva and Gore.

Sometimes there is a danger in having a weak, large company merging with a strong, small company. We saw that out West with some of the credit unions, creating weaker entities. This is not the situation here. This will be a strong entity going forward.

Will Senator Loffreda take a follow-up question?

Yes.

I would be interested to know whether you are aware of why the counterparty, Beneva, isn’t continuing through the federal legislation as opposed to us approving Gore’s continuation into Quebec from the perspective of federal legislators?

Well, Beneva is a Quebec company situated in Quebec City. Quebec is very favourable to mutuals. This is why that decision has been taken. Beneva has gone through this process before, as I mentioned in my speech, with their predecessor. That’s exactly why this is happening, and this is why they will continue in Quebec City as a mutual under the name Beneva.

I assume, as you shepherd this bill through committee, that we will do a comparative study of the advantages and disadvantages of being under the federal legislation versus the provincial legislation when we determine whether it is appropriate to permit Gore to continue through to the Quebec provincial legislation?

As I mentioned, I hope this is sent to committee very quickly. The committee always does its due diligence, and we will do that due diligence. As I have said, this is not new for Beneva; they’ve done it before. Quebec is very favourable to mutuals and co-ops. They have very strong co-ops in Quebec, both on the financial institution side with the caisses Desjardins and on the insurance side with the mutuals.

This will be very favourable for the merged entity. I’m looking forward to the committee getting this bill. Senator Carignan said he will speak to it on Thursday. Hopefully, we can all agree and ask the question and send it to committee once the committees are put together, obviously. Hopefully, we’ll have those answers by Thursday, but those are great questions. Thank you.