The governments of Canada, Ontario and British Columbia
announced that they have entered into an agreement to create a
"cooperative capital markets regulatory system," and they
invite all provinces and territories to participate in the proposed
system. This agreement follows the December 2011 decision of the
Supreme Court of Canada which held that the federal government
could not create a national securities regulator without provincial
consent and cooperation.
Pursuant to an agreement in principle, Ontario and British
Columbia will adopt uniform legislation which will address all
matters of provincial jurisdiction over securities regulation. As
well, the Government of Canada will implement legislation which
addresses criminal law matters and issues relating to systemic risk
in Canada's capital markets.
A single capital markets regulatory authority (the
"CMR") with a board of directors, a regulatory office and
an adjudicative tribunal will administer the legislation and
regulations implemented by the participating provinces and the
federal government, as well as carry out all regulatory,
enforcement and adjudicative functions. The CMR will also have
responsibility and authority to identify and manage systemic risk
and will represent Canada internationally in matters of capital
The CMR will be overseen by a board of directors, consisting of
9-12 members, all of whom will be independent. The board will be
comprised of individuals with Canadian and international capital
and venture markets experience, and will be broadly representative
of Canada's regions. The Chief Regulator will serve as chief
executive officer of the CMR and, with advice and assistance from
their recommended deputies and a nationally integrated staff, will
carry out the day-to-day management functions of the CMR.
A council of ministers consisting of the ministers responsible
for capital markets regulation in each participating jurisdiction
and the Minister of Finance of Canada will (on the recommendation
of a nominating committee) appoint members of the board of
directors and the adjudicative tribunal, provide oversight on
regulatory policy, review reports of the board, propose amendments
to provincial legislation, approve regulations, and make requests
to the board that specific regulations be implemented, subject to
the board's consultation and approval processes.
The CMR's executive head office will be located in Toronto.
Additional regulatory offices will be located in each participating
province, with the goal of having a regulatory office in each of
Vancouver, Calgary, Regina, Winnipeg, Toronto, Saint John, Halifax,
Charlottetown and St. John's, assuming that each province
chooses to participate in the proposed regulatory system.
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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