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Governance

The Ontario Securities Commission Charter of Governance promotes transparent, accountable and informed governance. The Ontario Securities Commission (OSC) is committed to excellence in our governance practices. That commitment is supported by clear roles and responsibilities, effective processes and reporting, and extensive strategic planning and stakeholder engagement.

We follow the best practices of corporate governance for public companies, where appropriate for a regulatory body. The OSC aims to continuously advance and innovate its governance framework.

Members of the Ontario Securities Commission (OSC)

Ontario’s Securities Act provides that the OSC be composed of at least nine and not more than 16 Members. If there are fewer than nine but at least two Members in office, Ontario’s Securities Act deems the OSC to be properly constituted for up to 90 days.

Members of the Commission

The Chair is the Chief Executive Officer (CEO) of the OSC. The Chair & CEO and the Vice-Chairs are full-time Members. All other Members are part-time Members. A Lead Director is selected by the part-time Members to represent them and provides leadership and oversight of the governance obligations of the Board and its committees.

Members are appointed by the Lieutenant Governor in Council. Our Members are specially restricted public servants under section 85(2), paragraph 9 of the Public Service of Ontario Act, 2006. Appointments and reappointments are made in accordance with the Agencies and Appointments Directive, the Memorandum of Understanding, and the procedures of the Public Appointments Secretariat of the Government of Ontario.

Roles and responsibilities

Members perform three distinct functions in support of the OSC’s mandate:

  1. making policies and rules
  2. serving as a board of directors
  3. adjudicating (other than the Chair & CEO who does not adjudicate)

Our Charter of Governance provides additional information on Member appointment and terms, orientation and continuing education, remuneration and skills and experience. 

Policy and rule-making

The OSC regulates Ontario’s capital markets by making rules that have the force of law and by adopting policies that influence the behaviour of capital markets participants. The OSC exercises its regulatory oversight function through the administration and enforcement of Ontario’s Securities Act and Commodity Futures Act and administration of certain provisions of Ontario’s Business Corporations Act.

Members attend regular policy and rule-making meetings with staff to review and approve regulatory initiatives, priorities, policies and rules and to discuss general oversight of the capital markets. In addition, meetings of two Members (excluding the Chair & CEO) are held twice weekly to consider applications for exemptive relief from Ontario securities law.

Board and board committees

The Board is composed of the Members. The Board is responsible for the overall stewardship of the OSC, including strategic planning and annual budgets, financial review, reporting and disclosure, risk assessment and internal controls and board governance. The Board exercises its corporate oversight through regular and special meetings of the full Board and its four standing committees:

  1. Audit and Finance Committee
  2. Governance and Nominating Committee
  3. Human Resources and Compensation Committee
  4. Risk Committee

Adjudication

As adjudicators, Members (other than the Chair & CEO, who does not adjudicate due to involvement with enforcement activity) act independently of their other roles and preside over proceedings brought before the OSC Tribunal, which is the tribunal that is assigned the power to conduct hearings under Ontario securities law and commodities futures law. The OSC has established the Adjudicative Committee to assist Members in fulfilling their adjudicative duties and to promote tribunal excellence. Please refer to Tribunal for more information.

Governance authorities and resources

Diagram showing the governance relationship of the Ontario Securities Commission  with the Minister of Finance and the Ontario Legislature.

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