Ontario Securities Commission – s. 2.3(1) of the CFA

IN THE MATTER OF THE COMMODITY FUTURES ACT RSO 1990, C S.20 AND IN THE MATTER OF THE DELEGATION OF CERTAIN POWERS AND DUTIES OF THE ONTARIO SECURITIES COMMISSION DELEGATION (SUBSECTION 2.3(1))

WHEREAS:

A. Effective April 29, 2022, pursuant to subsection 2.3(1) of the Commodity Futures Act (the "Act"), the Ontario Securities Commission (the "Commission") issued a delegation order (the "April 29, 2022 Delegation") delegating certain of its powers and duties under the Act to the Chief Executive Officer of the Commission and each "Director" as that term is defined in subsection 1(1) of the Act;

B. the Commission considers it desirable to amend and restate the April 29, 2022 Delegation;

NOW THEREFORE:

1. The April 29, 2022 Delegation is revoked, without prejudice to the effectiveness of any lawful exercise prior to the date of this revocation of the powers and duties assigned thereby, and is hereby replaced with the following delegation (the "Delegation").

2. Pursuant to subsection 2.3(1) of the Act, the Commission assigns to each Director, acting individually, the powers and duties vested in or imposed on the Commission by

(a) subsections 38(1), 46(6), 60(1.1), 79(1), and sections 7, 8, 14.1, 21.4, 24, 54, 55, and 80 of the Act;

(b) Parts VI, VII and X of the Act but only in respect of matters that

(i) do not raise significant regulatory or public interest concerns, and

(ii) do not introduce a novel feature to the capital markets; and

(c) section 78 of the Act, to revoke or vary

(i) any decision described in paragraph (a),

(ii) and decision described in paragraph (b), but only if the decision to revoke or vary

1. does not raise significant regulatory or public interest concerns, and

2. does not introduce a novel feature to the capital markets; and

(iii) any decision made under section 78 of the Act, but only if at the time of revoking or varying that decision, the Director would have been authorized to make the decision being varied or revoked.

3. The Chief Executive Officer of the Commission shall from time to time determine which one or more other Directors, in each case acting alone, should, as an administrative matter, exercise each of the powers or perform each of the duties delegated by the Commission in paragraph 2 above, each of which powers and duties may also be exercised and performed by the Chief Executive Officer, acting alone.

4. Pursuant to subsection 2.3(1) of the Act, the Commission delegates to the Chief Executive Officer of the Commission the powers and duties vested in or imposed on the Commission by

(a) subsections 48(1), 59(1), 60(4), 60(4.1), and 75(2), and section 63 of the Act;

(b) section 85 of the Act, to determine that information should be maintained in confidence; and

(c) section 78 of the Act, to revoke or vary

(i) any decision described under paragraph (a) or (b), and

(ii) Any decision made under section 78 of the Act, but only if at the time of revoking or varying that decision, the Chief Executive Officer would have been authorized to make the decision being varied or revoked.

5. Pursuant to subsection 2.3(1) of the Act, the Commission delegates to the Chief Executive Officer of the Commission the powers and duties vested in or imposed on the Commission by

(a) Parts VI, VII and X of the Act; and

(b) section 78 of the Act, to vary any decision described in paragraph (a),

but only if

(c) at the time of exercising the power or performing the duty, there are extraordinary circumstances, within the meaning of subsection 2.2(2) of the Act, that require immediate action to be taken under this section in the public interest; and

(d) any decision made under this paragraph expires no later than 10 days after the day on which it is made.

6. Pursuant to subsection 2.3(1) of the Act, the Commission delegates to each Executive Director of the Commission, acting individually, each of the powers and duties described in paragraphs 3, 4 and 5 above, but only if, at the time of exercising the power or performing the duty, the Chief Executive Officer is absent or unable to act.

7. The Chief Executive Officer shall notify the members of the Commission's board of directors if there are extraordinary circumstances, within the meaning of subsection 2.2(2) of the Act, that require action to be taken by the Chief Executive Officer under paragraph 5 above.

8. An Executive Director shall notify the members of the Commission's board of directors if the Chief Executive Officer is absent or unable to act and the Executive Directors are required to exercise powers or perform duties under paragraph 6 above.

9. No person or company shall be required to inquire as to the authority of a member of the staff of the Commission to sign a decision pursuant to this Delegation in the capacity of a Director, and a decision purporting to be signed pursuant to this Delegation by a member of the staff of the Commission in the capacity of a Director shall be conclusively deemed to have been signed by a Director authorized by this Delegation without proof of such authority.

10. This Delegation does not preclude the Commission from itself exercising or performing any of the delegated powers or duties.

11. This Order is effective on September 20, 2022.

Board Approved: September 20, 2022