While a number of issues identified by commenters on the
OSC's draft statement of priorities were not included in the
final Statement of Priorities, the OSC confirmed that it still
plans to address many of those issues, including the Ontario
Government's proposed initiative to increase the representation
of women on boards of directors of public companies. View our
OSC Releases Consultation Paper Regarding Disclosure of Gender
Key Regulatory Priorities
Shareholder Democracy and Protection: The OSC will seek to
facilitate the adoption of majority voting requirements with
respect to the election of directors of issuers listed on the
Toronto Stock Exchange (TSX). The TSX
currently has "comply or explain" requirements with
respect to majority voting that require an issuer to either adopt
majority voting or explain why it has not adopted majority
voting. The Statement of Priorities does not mention whether
the OSC has any plans to implement majority voting for the election
of directors of issuers listed on the TSX Venture Exchange. View
our blog entry entitled Not Every Board of Directors is on board with
In addition, the OSC, together with other members of the
Canadian Securities Administrators (CSA), has
published CSA Consultation Paper 54-401 Review of the Proxy
Voting Infrastructure outlining and seeking feedback on issues
related to the proxy voting system. The CSA has requested comments
on two key issues:
whether accurate vote reconciliation is occurring within the
proxy voting infrastructure; and
the type of end-to-end vote confirmation system that should be
added to the proxy voting infrastructure.
Finally, the OSC plans to continue to develop policy initiatives
regarding shareholder democracy and protection, including further
development of the previously proposed rules regarding shareholder
Access to Capital Markets: The OSC will continue to review the
prospectus exemptions in order to determine whether there is
potential to foster greater access to capital markets for issuers
while maintaining an appropriate level of protection for
investors. In December 2012, the OSC published a consultation
paper regarding considerations for new capital raising prospectus
exemptions. The OSC will continue to engage with stakeholders
and will seek to publish a progress update before March 31,
Compliance Focus on Suitability: The OSC will continue its
compliance reviews of high risk areas/registrants regarding
investor suitability requirements. In 2013, the OSC published
a report on the results of its 2012 review of portfolio managers
and exempt market dealers to assess compliance with the
know-your-client, know-your-product and suitability
obligations. For more information on the 2012 review. See our
bulletin OSC Publishes Suitability Compliance Sweep
In 2013-2014, the OSC aims to:
complete the "next steps" identified in its 2012-2013
compliance suitability sweep and publish the results;
publish guidance regarding suitability for registrants;
refer serious cases of unsuitable advice to the enforcement
branch of the OSC.
Securities-related Misconduct: The OSC has revitalized its
focus on identifying, investigating and stopping criminal and
quasi-criminal offences relating to financial crime. The OSC
will rely on strategic alliances with policing agencies and will
seek to make better use of technology in order to vigorously pursue
serious securities-related misconduct.
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Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
Under the Income Tax Act, the Employment Insurance Act, the Canada Pension Plan Act and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions.
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