IN THE MATTER OF the Insurance Act, R.S.O. 1990, c. I.8, as amended (the “Act”), in particular sections 392.4, 407.1, 441.2 and 441.3;;

AND IN THE MATTER OF Specialty Life Inc.

MINUTES OF SETTLEMENT AND UNDERTAKING

PART I – INTRODUCTION

Specialty Life Inc. (“SLI”) is licensed as a corporate life insurance agent (licence # 35751M). SLI was first licensed on March 24, 2016.
Upon SLI signing these Minutes of Settlement and Undertaking (“Minutes”), the Director, Litigation and Enforcement, (“Director”), by delegated authority from the Chief Executive Officer (“CEO”) of the Financial Services Regulatory Authority of Ontario (“FSRA”), issued a Notice of Proposal in respect of SLI (the “NOP”).
Insurance Supermarket Inc. (“ISI”) is licensed as a corporate life insurance agent (licence # 33237M). ISI was first licensed on October 22, 2009.
SLI, ISI, and the Director, by delegated authority from the CEO, (collectively the “Parties”) wish to resolve this matter on consent and without SLI requesting a hearing before the Tribunal.

PART II – AGREED FACTS

SLI operated as a third-party administrator in the sale, administration of underwriting, and distribution of life insurance products for licensed life insurers. SLI employed life insurance agents and sub-contracted with other Managing General Agents (“MGA”) and independent life insurance agents.
SLI registered insurance policies with the insurers named in life insurance applications. SLI provided access to the data from each policy to each of the insurers with whom the policy was registered. SLI was responsible for administering the underwriting of applications, including premium collection and disbursement, and commission and bonus payments.
As part of its business model at the relevant time, SLI maintained a VIP program with selected MGAs and agents. Members of the VIP program receive preferential commissions and bonus payments and greater autonomy in how they operated their business. These VIP program members included Daumier Financial Services Inc. o/a Daumier Financial Services Ltd. (“Daumier Financial”) and Global Insurance Solutions (“GIS”), both of which were MGAs. Additionally, Alessandra Giannini (“Giannini”) and Inparanee Kanagasabey ( “Kanagasabey”) were members of the VIP program, working under GIS.
SLI paid commissions and bonuses of up to 200% of a policy’s premium within 24 hours of receiving a policy application.
The principals of SLI began operations as a company that sold insurance leads to corporate and individual agents. As the company evolved, it did not put in place adequate systems to sufficiently protect against fraudulent activity.
At the relevant times below, SLI was owned by ISI. At present, ISI is a minority shareholder of SLI.

A. Fraudulent Life Insurance Applications

Between 2019 and 2023, Daumier Financial agents, as well as Giannini and Kanagasabey submitted the Applications to SLI containing false information. SLI later discovered that in a substantial majority of the Applications, the named insured either did not exist or had not applied for insurance. A substantial majority of these Applications were submitted after April 1, 2022 when the unfair or deceptive acts or practices (“UDAP”) Rule came into force.
In May 2023, FSRA received information regarding a similar fraudulent scheme conducted by Daumier Financial against another life insurance company that was not affiliated with SLI.
While investigating the insurer’s complaint, FSRA contacted SLI regarding any policies written by agents of Daumier Financial. This prompted SLI to review the substantial volume of Applications.
SLI concluded that Daumier Financial and Giannini and Kanagasabey submitted applications for individuals who did not exist or had not applied for insurance. SLI confronted Giannini, who admitted to the fraudulent scheme. SLI took legal action against Daumier Financial and Giannini and Kanagasabey.
SLI paid out significant amounts in commissions and bonuses on the Applications. A portion of funds were returned to SLI by Daumier Financial or Giannini and Kanagasabey in the form of premiums on the fraudulent policies in order for the agents associated with Daumier Financial and Giannini and Kanagasabey to maintain the scheme.
SLI registered the policies with insurers for whom it acted. In each instance, SLI provided the insurers with access to what SLI later discovered to be false information contained in the Applications.

B. False or Misleading Representations

SLI made representations in the registration of insurance that were later discovered to be false. SLI accepted the false or misleading Applications provided by Daumier and Giannini and Kanagasabey and registered those Applications with the relevant insurers. SLI did so despite certain red flags including repeated payors, premium to income discrepancies, repeated bank accounts among unrelated payors, low persistency rates, and use of Giannini and Kanagasabey’s corporate address on a substantial number of policies.
As early as 2021, SLI staff had raised concerns with the business generated by Giannini and Kanagasabey, including discrepancies between applicants’ stated occupations and salaries and the amounts of insurance being taken out.
In late 2021, in response to these concerns, SLI executives attended the offices of Giannini and Kanagasabey to review their business and spoke with GIS representatives. Despite red flags, SLI executives accepted the explanations provided by Giannini and Kanagasabey and allowed them to continue to submit applications and earn commissions. Process changes for applications submitted by Giannini and Kanagasabey were insufficient and not consistently followed, and they continued to submit Applications to SLI containing what SLI later discovered to be false information.
In hindsight, SLI acknowledges that it did not have adequate systems in place to adequately assess and verify the Applications submitted by Daumier Financial or Giannini and Kanagasabey. SLI had limited compliance staff and compliance leadership with insufficient experience in insurance compliance, and that SLI had inadequate systems in place to detect fraudulent activity.
SLI benefitted economically at the time from the high volume of policies. SLI asserts that it ultimately suffered significant loss once the fraud came to light, which the Director has not assessed. After the fraud came to light, SLI pursued legal proceedings to recover losses.

C. SLI’s Current Business

In December 2025, an insurer purchased an 80% interest in SLI. As a result, the owners and executives in charge at the time of the contraventions are no longer with SLI.
As a result of the investigation by FSRA into the Applications, SLI has increased its compliance staff and has made fundamental changes to its business model. Foremost is the fact that SLI no longer uses third party life insurance agents or MGAs to distribute insurance. SLI currently has approximately 105 licensed insurance agents on staff.
SLI has put additional employees and controls in place regarding identification, auditing policy information, as well as policies and procedures to implement compliance functions.

PART III – NON-COMPLIANCE WITH THE ACT

By engaging in the conduct above in Part II, and although SLI did not act intentionally, SLI admits and acknowledges that it breached the Act:
1. false or misleading statements or representations in the solicitation or registration of insurance contrary to section 17(c) of Ontario Regulation 347/04 and section 8 of Authority Rule 2020-002 (the UDAP Rule);^[1].

PART IV – TERMS OF SETTLEMENT

Jared Carlson confirms that they have the authority to bind SLI and ISI to these Minutes. References to SLI in this Part include ISI for the purposes of the conditions applicable to ISI.
SLI admits the facts contained in Part II of these Minutes.
SLI acknowledges and agrees that it has been given the opportunity to seek independent legal advice and it has done so (or have waived the right to do so) and are entering into these Minutes voluntarily, understanding the consequences of doing so.
SLI acknowledge that these Minutes are an undertaking within the meaning of the Act, and that failure to comply may result in immediate regulatory action including, but not limited to, the issuance of a Notice of Proposal to revoke the licence, a Notice of Proposal to impose an administrative penalty, or a prosecution under the Provincial Offences Act.

(a) Issuance of Order

SLI acknowledges that, upon execution of these Minutes by the Parties, the order attached as Schedule “A” to these Minutes (the “Order”) will be issued, pursuant to which SLI will pay the administrative penalties proposed and comply with the conditions set out in the Order.

(b) Process for Execution of Settlement

SLI acknowledges that these Minutes are not binding on the Director until signed by the Director.
These Minutes may be executed in counterparts, and may be executed and delivered by facsimile or e-mail, and all such counterparts and facsimiles or e-mails, as applicable, shall together constitute one and the same agreement.
Upon receiving an executed copy of these Minutes from SLI, the Director will issue an Order in the form attached as Schedule “A” to these Minutes.
The Parties accept and understand that these Minutes and any rights within the Minutes shall enure to the Parties and to any successors or assigns of the Parties.

(c) Disclosure of Minutes and Order

The Parties will keep the terms of these Minutes and the Order confidential until the Order is issued, except that:
1. The Director shall be permitted to disclose the Minutes and the Order within FSRA;
2. SLI shall be permitted to disclose the Minutes and the Order to their legal representative, and financial professionals; and
If either of the Parties do not sign these Minutes or the Director does not issue the Order:
1. These Minutes, the Order, and all related discussions and negotiations will be without prejudice to FSRA and SLI; and
2. FSRA and SLI will each be entitled to all available proceedings, remedies and challenges, including proceeding to a hearing of the allegations contained in the NOP. Any proceedings, remedies and challenges will not be affected by these Minutes, the Order, or any related discussions or negotiations.
Upon issuance of the Order:
1. SLI agrees that these Minutes and the Order form part of their administrative record for the purposes of any future licensing decision or as an aggravating factor in respect of a future administrative penalty or prosecution against them or any affiliated entities;
2. SLI acknowledges that these Minutes and the Order are public and will be published by FSRA on its public website (or that of its successor) along with a press release that summarizes these Minutes and the Order; and
3. The Parties agree not to make representations to any member of the public or media or in a public forum that are inconsistent with these Minutes or the Order.

(d) Further Proceedings

Whether or not the Order is issued, SLI will not use, in any proceeding, these Minutes or the negotiation or process of approval of these Minutes as the basis for any attack on FSRA’s jurisdiction, alleged bias, alleged unfairness, or any other remedies or challenges that may be available.
Upon issuance of the Order:
1. SLI waives all rights to a hearing before the Tribunal regarding the NOP;
2. SLI waives all rights to a judicial review or appeal of the Order;
3. SLI acknowledges that, subject to paragraph (iv), FSRA may consider the conduct and admissions described in these Minutes in any future licensing decision, administrative penalty, or prosecution as an aggravating factor.
4. The Director agrees that FSRA will not initiate further proceedings against SLI based solely on the conduct and admissions described in these Minutes, unless:
  1. New facts come to FSRA’s attention that are materially different from those described in these Minutes;
  2. SLI fails to comply with these Minutes or the Order;
5. SLI agrees that should it fail to comply with any term in these Minutes or the Order, FSRA is entitled to bring any proceedings available to it.

DATED at May 22, 2026 in the City of Waverly, Nebraska

Original signed by

Jared Carlson

DATED at May 22, 2026 in the City of Pickering, Ontario

Original signed by

Witness name omitted for privacy.
Name of Witness

DATED at Toronto, Ontario May 22, 2026.

Original signed by

Elissa Sinha
Director, Litigation and Enforcement
Financial Services Regulatory Authority of Ontario

By delegated authority from the Chief Executive Officer

APPENDIX A

IN THE MATTER OF the Insurance Act, R.S.O. 1990, c. I.8, as amended (the “Act”), in particular sections 392.4, 407.1, 441.2 and 441.3;

AND IN THE MATTER OF Specialty Life Inc.

AND IN THE MATTER OF Insurance Supermarket Inc.

ORDER TO AMEND LICENCE AND IMPOSE CONDITIONS, AND IMPOSE ADMINISTRATIVE PENALTIES

Specialty Life Inc. (“SLI”) is licensed as a corporate life insurance agent (licence # 35751M). SLI was first licensed on March 24, 2016.

Insurance Supermarket Inc. (“ISI”) is licensed as a corporate life insurance agent (licence # 33237M). ISI was first licensed on October 22, 2009.

On [date], the Director, Litigation and Enforcement (the “Director”), by delegated authority from the Chief Executive Officer (“Chief Executive Officer”) of the Financial Services Regulatory Authority of Ontario (“FSRA”), issued a Notice of Proposal to impose administrative penalties on SLI.

These Orders are made pursuant to a settlement entered into by SLI, ISI, and the Director. SLI and ISI consent to the imposition of conditions on their respective licences.

ORDER

For the reasons set out in the Minutes of Settlement it is hereby ordered that the licence issued to Specialty Life Inc. be amended and the following conditions be imposed:

I. APPOINTMENT OF AN INDEPENDENT MONITORING FIRM

Specialty Life Inc. (“SLI”) will retain an independent monitoring firm (“Monitoring Firm”) within forty-five (45) days of the date hereof. The Monitoring Firm must agree to carry out the steps described herein.
The Monitoring Firm must have the necessary experience to carry out the conditions and be free of dealings with SLI, Insurance Supermarket Inc. (“ISI”) or SLI’s ownership group or affiliates, or any related corporations thereto (collectively the “Corporations”) that could create an actual or perceived conflict of interest. Where there is a non-material conflict, whether actual or perceived, the Monitoring Firm shall separate, through an ethical wall, the personnel within the Monitoring Firm who are carrying out this engagement from any other personnel within the Monitoring Firm who have such dealings with SLI. The President and/or a Director of SLI shall certify that the Monitoring Firm meets these conditions.
SLI is responsible for retaining and compensating the Monitoring Firm.

II. SLI AND MONITORING FIRM’S DELIVERABLES

The Monitoring Firm will independently review SLI’s policies, procedures, staffing (including adequate numbers of staff and expertise) and any other elements the Monitoring Firm considers reasonably necessary (collectively the “Systems”) to validate whether SLI has a compliance system in place reasonably designed to prevent misrepresentations in the registration of insurance.
In addition, in carrying out its validation, the Monitoring Firm shall confirm whether SLI has commercially reasonably effectively addressed issues raise by the frauds that occurred between 2019 and 2023 and put in place a compliance framework consistent with the actions identified in its previous correspondence with FSRA dated April 10 and 17, 2026.
The Monitoring Firm will identify any issues with SLI’s System (e.g. anything which could reasonably be interpreted as submitting a misrepresentation in the registration of insurance). The Monitoring Firm may make recommendations, arising in the course of its engagement, relative to such Systems, as it deems appropriate, and SLI will give commercial reasonable consideration to any such recommendations.
SLI will confirm to the Monitoring Firm which recommendations it intends to implement and which it will not be adopting. SLI shall provide an explanation for any recommendations it chooses not to implement. Where implementing a recommendation, SLI will provide the Monitor with an implementation plan (the “Plan”). The Plan will describe SLI’s existing System, resources required to implement the recommendations, timelines for implementation and timelines for testing to validate that the implementation has been successful. Such timelines for implementation shall not exceed March 31, 2027, unless the Monitoring Firm reasonably determines, in its professional opinion, that a longer timeline is necessary for specific deliverables, with an ultimate deadline of June 30, 2027.
The Monitoring Firm will independently validate whether the Plan is effective to achieve the objectives set out in paragraph 4. If the Plan is not effective, SLI shall work with the Monitoring Firm to prepare a revised Plan (the “Revised Plan”) and shall agree with the Monitoring Firm as to a reasonable date for implementation of the Revised Plan. Should the Revised Plan, in the Monitoring Firm’s opinion, not adequately address the objectives set out in paragraph 4, it will report accordingly to FSRA immediately.
The Plan, or Revised Plan, shall be implemented by SLI by no later than March 31, 2027, or as extended under Paragraph 7. After implementation the Monitoring Firm will validate that the Plan, or Revised Plan, has been fully implemented, tested, any deficiencies identified through testing remediated (and where appropriate retested), and that the Plan is working effectively, to achieve the objectives set out in paragraph 4.
The Monitoring Firm shall deliver a final written report thereon (“Final Report”) to FSRA, with a copy to SLI and its Board of Directors and External Auditor.
The Monitoring Firm shall be engaged until the requirements of these conditions have been addressed and until all other terms of these conditions have been met, including all reporting obligations and follow-up as set out herein.
Any delay or a failure to perform solely attributable to the Monitoring Firm is not a breach by SLI of these conditions. If the Monitoring Firm continues to fail to meet deadlines or to perform, FSRA may direct SLI to retain another Monitoring Firm in accordance with paragraph 1.
SLI acknowledges that FSRA, acting reasonably, is not bound to accept the Monitoring Firm’s conclusions and retains the right to reasonably access the work of the Monitoring Firm throughout its engagement and review/audit SLI as reasonably necessary pursuant to its authority under the Act.
All reporting and information to be submitted to FSRA, including the certificate from the Chief Executive Officer of SLI under paragraph 2 and the Final Report of the Monitoring Firm under paragraph 9, shall be provided to the Director, Litigation and Enforcement (“Director”), FSRA.
These conditions shall terminate 60 days after the Monitoring Firm delivers its Final Report.
SLI shall advise the Director, promptly and in writing of any changes to its current business model, including any use of any agents not directly employed or contracted by SLI, use of any managing general agents (“MGAs”), or third party administrators (“TPA”). SLI shall identify how it will oversee any such arrangements to ensure there are no misrepresentations in the registration of insurance.

ORDER

For the reasons set out in the Minutes of Settlement it is hereby ordered that the licence issued to Insurance Supermarket Inc. be amended and the following conditions be imposed:

Insurance Supermarket Inc. shall not acquire a majority interest in Specialty Life Inc. or any other MGAs, TPA, or other insurance intermediary located in Ontario or operate as a such itself in Ontario.

ORDER

Four administrative penalties in the total amount of $800,000 are hereby imposed on Specialty Life Inc., for the reasons set out in the Minutes of Settlement.

TAKE NOTICE THAT Financial Services Regulatory Authority of Ontario will deliver an invoice to Specialty Life Inc. as to where and how to pay the administrative penalties. Specialty Life Inc. must pay the administrative penalties no later than thirty (30) days after the date of this Order or as otherwise agreed on.

If Specialty Life Inc. fails to pay the administrative penalties in accordance with the terms of this Order, the Chief Executive Officer may file the Order with the Superior Court of Justice and the Order may be enforced as if it were an order of the court. An administrative penalty that is not paid in accordance with the terms of the order imposing the penalty is a debt due to the Crown and is enforceable as such.

Elissa Sinha
Director, Litigation and Enforcement
Financial Services Regulatory Authority of Ontario

By delegated authority from the Chief Executive Officer

A life insurance agent’s actual knowledge of the falseness or misleading nature of the statement or representation is not necessary to establish a contravention under either section. ↩

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