Award eligibility and process
Under the Ontario Securities Commission’s (OSC) Policy 15-601 Whistleblower Program, whistleblowers who meet certain criteria may be eligible for a financial award. To qualify:
- information must lead to an administrative proceeding in which over $1 million in total monetary sanctions is ordered, voluntary payments are made to the OSC or both
- submission reports must meet information eligibility criteria
- whistleblowers must meet individual eligibility criteria
Submit a whistleblower report
Information eligibility criteria
To be eligible for an award, you must voluntarily provide original information regarding possible violations of Ontario securities law by submitting a prescribed OSC whistleblower report to the Office of the Whistleblower. The information must be of high quality and contain sufficient timely, specific and credible facts such that it is of meaningful assistance to an investigation. More precisely:
- to voluntarily provide information to the OSC means that you or your lawyer submitted it before receiving a request, by summons or otherwise, from the OSC, another securities regulator, a self-regulatory organization (SRO) or a law enforcement agency. Information is not considered to be voluntarily reported if it is provided in connection with the pre-existing reporting obligations
- original information means information that is not already known to the OSC from any other source, and that the whistleblower has obtained in one of the following two ways:
- independent knowledge, such as information derived from a whistleblower's experiences, communications, and observations in employment, business, or social interactions
- independent analysis, such as a critical analysis of publicly available information or data that reveals additional insight that is not generally known or available to the public
Ineligible information includes tips that are misleading, untrue, speculative, non-specific, publicly known, illegally obtained, or subject to solicitor-client privilege. Some examples of information that would generally be ineligible for an award include:
- Information exchanged by a lawyer and their client
- Information from allegations made by a third-party in another forum, such as court filings, unless the whistleblower is the source of that information
- Information obtained by any means that violates criminal law
- Information that is not related to a violation of Ontario securities law
Internal reporting of information
Where possible, we encourage whistleblowers to report misconduct through their employer’s internal compliance and reporting mechanisms, though you are not required to do so in order to participate in the OSC’s whistleblower program.
If you have already reported internally, or are contemplating doing so, you must submit a whistleblower submission form to us within 120 days of reporting to be eligible for an OSC award.
Individual eligibility criteria
Employees, former employees, suppliers, contractors, clients, and others may be eligible for an award. Individuals with roles in compliance, investigation, or audit functions (including, officers, members of the board of directors, chief compliance officers, and auditors) are generally not eligible for an award. However, these individuals may be eligible if they meet one of the conditions outlined in Section 15(2) of OSC Policy 15-601.
Businesses and organizations cannot be whistleblowers.
Whistleblowers who have participated in the misconduct may still be eligible for an award. The degree to which a whistleblower is complicit in the misconduct is a factor that may decrease the amount of any possible award.
Whistleblowers can make submissions anonymously through their lawyers. If an anonymous whistleblower’s submission meets the information eligibility criteria, they will have to identify themselves to the OSC following an award eligible outcome so that we may determine if they meet the individual eligibility criteria for the award. This verification step must be completed before an award is paid out.
Multiple independent whistleblowers reporting separately
When there are multiple, independent whistleblowers who report information relating to the same misconduct, they are placed in line for awards, based on the timing of their report submission. The first fully eligible whistleblower in line may receive an award, provided they meet all eligibility criteria.
To determine how to divide an award among multiple whistleblowers, the OSC will consider various factors, including the amount and effectiveness of the assistance provided by each individual whistleblower.
Multiple whistleblowers reporting together jointly
Multiple whistleblowers may jointly make one submission. Individual whistleblowers who jointly submit a report to the OSC may be eligible for an award.
Timelines for awards
Investigations and proceedings involving securities-related misconduct can be complex, and may take several years to complete before an award can be made. The Commission will review recommendations from OSC staff on the whistleblower’s eligibility and on the amount and effectiveness of a whistleblower’s assistance and determine, at its sole discretion, the amount of a whistleblower award.
Awards are paid after cases are concluded and all rights to appeal have expired.
Amount of an award
If a whistleblower is eligible for an award, the amount will depend on:
- the total monetary sanctions imposed, voluntary payments made to the OSC, or both
- the amount of money collected by the OSC
- the Commission’s consideration of all the facts
The amount of an award ranges from 5% to 15% of the total monetary sanctions ordered by the Commission under section 127 of Ontario’s Securities Act or section 60 of Ontario’s Commodities Futures Act, voluntary payments made to the Commission, or both up to a maximum of $5 million. More specifically:
- up to $1.5M, not contingent on collections
- between $1.5 - $5M, contingent on collections
The Commission will review recommendations from OSC Staff on the whistleblower’s eligibility and on the amount and effectiveness of a whistleblower’s assistance. The Commission will then determine, in its discretion, the amount of a whistleblower award based on certain factors if the eligibility criteria for an award is met.
The Commission will determine the applicable percentage based on factors described in OSC Policy 15-601, such as:
- timeliness and significance of the information provided by the whistleblower
- whistleblower's degree of cooperation throughout the entire process
- whistleblower's internal reporting efforts, if applicable
- whistleblower's culpability in the misconduct, if any
The Commission may publicly disclose that a whistleblower award has been paid out as part of a news release, but will not disclose the identity of the whistleblower as part of that release. Individuals considering reporting misconduct are encouraged to review the whistleblower protections included in the program.
Whistleblowers who receive an award should consider obtaining appropriate advice from a tax professional for any of the countries where they may be subject to tax reporting obligations, given the potential related tax implications resulting from the award.