Notice and Proposed Rescission: Rescission of OSC Policy Statements 2.4, 2.10, and 2.11

NOTICE OF PROPOSED RESCISSION OF
ONTARIO SECURITIES COMMISSIONPOLICY STATEMENT 2.4 CONFLICT OF INTEREST
GUIDELINES FOR MEMBERS OF THEONTARIO SECURITIES COMMISSION
AND ITS STAFF,POLICY STATEMENT 2.10 RESTRICTIONS ON
PRACTICE BEFORE THE COMMISSION ANDITS STAFF UPON TERMINATION OF THE
APPOINTMENTS OF MEMBERS OFTHE COMMISSION AND ITS STAFF
AND POLICY STATEMENT 2.11 CONFLICTS OINTEREST OF MEMBERS OF THE
ONTARIO SECURITIES COMMISSION

Proposed Rescission of Policy Statements

The Ontario Securities Commission (the "Commission") proposes to rescind Ontario Securities Commission Policy Statements 2.4 Conflict of Interest Guidelinesfor Members of the Ontario Securities Commission and its Staff ("Policy 2.4"), 2.10 Restrictions on Practice Before the Commission and its Staff UponTermination of the Appointments of Members of the Commission and its Staff ("Policy 2.10") and 2.11 Conflicts of Interest of Members of the OntarioSecurities Commission ("Policy 2.11") (defined collectively as the "Policies").

Reasons for the Proposed Rescission

Policy 2.4 was originally adopted in December, 1982 and amended in February, 1989. Policy 2.10 was adopted in December, 1982 and Policy 2.11 was adoptedin September, 1984. The purpose of the Policies is to ensure that members, employees and special employees of the Commission maintain high standards ofhonesty, integrity and impartiality. The Policies advise these members, employees and special employees to avoid situations that could result in either actual orapparent misconduct or conflicts of interest.

Policy 2.4 prohibits members, employees and special employees from engaging in personal business transactions based on the member's or employee's officialposition or on confidential or non-public information gained by reasons of their position or authority. Under Policy 2.4, members and employees are alsoprohibited from acting in a manner that might result or create the appearance of using public office for private gain, divulging confidential or non-publicinformation to any unauthorized person and having business or financial activities that conflict or appear to conflict with the member's or employee's officialduties and responsibilities. Members and employees are also prohibited from trading in a security that is the subject of a prospectus filing or application ortrading in securities of a company that is the subject of an investigation.

In addition, Policy 2.4 includes provisions relating to the mandatory reporting of trades in securities by members and employees and the disclosure to theDirector of any actual or perceived conflicts of interest.

The objective of Policy 2.10 is to set out "cooling periods" during which certain members of the Commission and its staff are restricted from dealing with theCommission. Policy 2.11 addresses situations where members of the Commission should not participate in proceedings of the Commission and requires membersto disclose all personal or special interests or relationships that could give rise to a conflict of interest.

The Commission is proposing to repeal the Policies as, in its view, they are no longer necessary in light of the adoption by the Commission of By-law No. 2entitled, "A By-law relating to conflicts of interest in connection with the conduct of the affairs of the Ontario Securities Commission" which subsumes thesubject matter of the Policies. By-law No.2 became effective on January 18, 1998. A copy of the By-law appears in this issue of the Bulletin.

Unpublished Materials

In coming to this decision, the Commission has not relied on any significant unpublished study, report, decision or other materials.

Comments

Interested parties are invited to make written submissions with respect to the proposed rescission. Submissions received by March 24, 1998 will be considered.

Submissions should be addressed to the Ontario Securities Commission, in duplicate, as indicated below:

c/o Daniel P. Iggers, Secretary
Ontario Securities Commission
20 Queen Street West
Suite 800, Box 55
Toronto, Ontario M5H 3S8

A diskette containing the submissions (in DOS or Windows format, preferably WordPerfect) should also be submitted. As securities legislation in Ontariorequires that a summary of written comments received during the comment period be published, confidentiality of submissions received cannot be maintained.

Questions may be referred to:

 

Daniel P. Iggers, Secretary
Ontario Securities Commission
(416) 593-8212
Text of Proposed Rescission of Ontario Securities Commission Policy Statement 2.4The text of the proposed rescission of Policy 2.4 is:

 

"Ontario Securities Commission Policy Statement 2.4 entitled "Conflict of Interest Guidelines for Members of the Ontario Securities Commission and its Staff" isrescinded."

Text of Proposed Rescission of Ontario Securities Commission Policy Statement 2.10The text of the proposed rescission of Policy 2.10 is:

 

"Ontario Securities Commission Policy Statement 2.10 entitled "Restrictions on Practice Before the Commission and its Staff Upon Termination of theAppointments of Members of the Commission and its Staff" is rescinded."

Text of Proposed Rescission of Ontario Securities Commission Policy Statement 2.11The text of the proposed rescission of Policy 2.11 is:

 

"Ontario Securities Commission Policy Statement 2.11 entitled "Conflicts of Interest of Members of the Ontario Securities Commission" is rescinded."

DATED: January 23, 1998.