Canada: OSC Staff Notice 11-767 - Notice Of Statement Of Priorities For Financial Year To End March 31, 2013

Last Updated: August 31 2012
Article by Will Shaw

On June 28, 2012, the Ontario Securities Commission released OSC Staff Notice 11-767 (PDF) Notice of  Statement of Priorities for financial year to end March 31, 2013 (Statement of Priorities).

Key Regulatory Priorities

The Statement of Priorities identifies the following key regulatory priorities for 2012-2013:

  1. Deliver Responsive Regulation
  2. Deliver Effective Enforcement and Compliance 
  3. Deliver Strong Investor Protection 
  4. Run a Modern, Accountable and Efficient Organization
  5. Support and Promote Financial Stability

This Bulletin will provide a general overview of priorities 1 to 3 identified above.  For initiatives within these priorities relevant specifically to the investment fund industry please see our Bulletin dated July 9, 2012.

Deliver Responsive Regulation

The OSC plans to deliver responsive regulation by: (i) proactively pursuing regulatory standards that discourage regulatory arbitrage, maintain or improve market confidence, reduce financial crime and safeguard investors; and (ii) expanding its research and analytical capabilities as they relate to policy making and operational decisions in order to better inform policy development.  In furtherance of these goals, the OSC will undertake the following key initiatives:

  • Facilitate shareholder empowerment in director elections by "advocating" for the elimination of slate voting, the adoption of majority voting and enhanced disclosure of voting results from shareholder meetings
  • Improve the proxy voting system by:
    • conducting an empirical analysis to review concerns raised about the accountability, transparency and efficiency of the proxy voting system;
    • facilitating discussions amongst market participants on improving the functioning of the proxy system; and
    • working with the Canadian Securities Administrators to review the role of proxy advisers and soliciting feedback from issuers, investors and other market participants
  • Develop and publish a consultation paper addressing issues associated with market data in a multi-marketplace environment
  • Undertake comparative research on capital raising regimes in other jurisdictions
  • Consider and consult on alternate capital raising exemptions in Ontario in addition to the accredited investor and $150,000 exemption
  • Undertake research and analysis of increasingly complex financial products and investment strategies and collaborate closely with other regulators and exchanges to ensure regulatory approaches towards investment products are consistent and opportunities for regulatory arbitrage minimized.

Deliver Effective Enforcement and Compliance

Delivering effective enforcement and compliance is a cornerstone of the OSC's mandate to provide protection to investors while fostering fair and efficient capital markets and confidence in our capital markets. The OSC will focus on actively preventing non-compliance by issuers and registrants instead of reacting to non-compliance after the fact.  To address these issues, the OSC will: 

  • Work with other regulators, oversight bodies, exchanges, emerging markets issuers, auditors, underwriters and investors to address the principal concerns identified in the Emerging Markets Issuer Review completed in 2011-2012, outlined in OSC Staff Notice 51-719 dated March 20, 2012. This will include:
    • developing and/or enhancing guidance and practices for boards, auditors and underwriters to address the principal concerns described in the Staff Notice; and
    • examining listing requirements applicable to Emerging Market issuers
  • Conduct more targeted compliance reviews and desk reviews of registrants by focussing on "high risk areas", know your client and suitability obligations, new registrants and major issues of concern that have been identified through compliance reviews
  • Conduct compliance reviews of website and marketing disclosures by smaller issuers
  • Reduce timelines for completing investigations and initiating regulatory proceedings to promote vigorous and timely enforcement action
  • Continue to work with national and international enforcement regulators to develop a comprehensive response to emerging market issues
  • Increase the use of stronger enforcement mechanisms and increase quasi-criminal prosecutions
  • Further develop and implement a more effective, risk-based and proactive approach to both issuer regulation and compliance oversight
  • Conduct educational seminars and publish a variety of practice directives and guidance to small and medium enterprises to provide direction on understanding the OSC's expectations regarding filings, and to alert them to issues the OSC is focussing on in its review programs.

Deliver Strong Investor Protection

The OSC has identified the following initiatives for delivering strong investor protection:

  • Create an Office of the Investor to establish a stronger investor focus and understanding at the OSC
  • Re-evaluate the adviser-client relationship to consider whether an explicit statutory fiduciary duty or other standards should apply to all advisers and dealers in Ontario
  • Make application under s.128 of the Securities Act (Ontario) to compensate investors, where appropriate
  • Ensure investors get the information necessary for making sound investment decisions by:
    • applying high standards of disclosure in prospectuses and continuous disclosure reviews;
    • developing alternative, tailored disclosure documents; and
    • publishing rules requiring dealers/advisers to provide their investors with reports on the ongoing costs and performance of their investments
  • Continue to work with Ombudsman for Banking Services and Investments and the Canadian Securities Administrators to support a sustainable and robust system of informal dispute resolution for investors.

Given the availability of complex products, increasing reliance on the exempt market for distribution, and potential intermediary conflicts of interest in the distribution of products, the OSC has identified the a further need to assist and protect investors by:

  • Examining the exempt market to determine how and why individual investors participate in direct investments and in structured investments sold through exempt market dealers
  • Re-considering the current regulatory requirements governing shareholders' rights plans in order to reflect recent market and governance developments.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Related Topics
Related Articles
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions