Veolia Environnement S.A
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Application for relief from the prospectus and registration requirements for certain trades made in connection with an employee share offering by a French issuer -- in Ontario, application for relief from prospectus requirement only -- The issuer cannot rely on the employee exemption in section 2.24 of National Instrument 45-106 Prospectus Exemptions as the securities are not being offered to Canadian employees directly by the issuer but rather through special purpose entities -- Canadian participants will receive disclosure documents -- The special purpose entities are subject to the supervision of the local securities regulator -- There is no market for the securities of the issuer in Canada -- the number of Canadian participants and their share ownership are de minimus -- Relief granted, subject to conditions -- 5 year sunset clause.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53(1) and 74(1).
National Instrument 45-106 Prospectus Exemptions, ss. 2.15 and 2.24.
September 4, 2020
IN THE MATTER OF THE SECURITIES LEGISLATION OF QUÉBEC AND ONTARIO (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF VEOLIA ENVIRONNEMENT S.A. (the Filer)
The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) for:
1. an exemption from the prospectus requirement (the Prospectus Relief) so that such requirement does not apply to:
a) trades of:
(i) units (the Principal Classic Units) of a fund named Sequoia Classique International (the Principal Classic Fund), a fonds commun de placement d'entreprise or "FCPE", a form of collective shareholding vehicle commonly used in France for the custody of shares held by employee-investors in employee savings plans;
(ii) units (the 2020 Classic Units) of a temporary fund named Sequoia Relais 2020 (the 2020 Classic Fund), a fund intended to merge into the Principal Classic Fund;
(iii) units (together with the 2020 Classic Units, the Temporary Classic Units, and together with the 2020 Classic Units and the Principal Classic Units, the Classic Units) of future temporary sub-funds of the Principal Classic Fund organized in the same manner as the 2020 Classic Fund (together with the 2020 Classic Fund, the Temporary Classic Funds), which will merge with the Principal Classic Fund following the completion of the Employee Share Offering (as defined below); such transaction being described as the Merger in section 13.b) of the Representations (the term Classic Fund used herein means, prior to the Merger, the Temporary Classic Fund and following the Merger, the Principal Classic Fund);
(iv) units (the 2020 Leveraged Units) of a sub-fund named Plus 2020 BC (the 2020 Leveraged Fund), of the fund named Sequoia Plus (the Principal Leveraged Fund);
(v) units (together with the 2020 Leveraged Units, the Leveraged Units, and together with the Classic Units, the Units) of future sub-funds of the Principal Leveraged Fund organized in the same manner as the 2020 Leveraged Fund (together with the 2020 Leveraged Fund, the Leveraged Funds, and together with the Principal Classic Fund and the Temporary Classic Fund, the Funds),
made pursuant to an Employee Share Offering to or with Qualifying Employees (as defined below) resident in the Jurisdictions, Alberta, British Columbia, Manitoba, New Brunswick, and Saskatchewan (collectively, the Canadian Employees, and together with Canadian Employees who subscribe for Units, the Canadian Participants);
b) trades of ordinary shares of the Filer (the Shares) by the Funds to or with Canadian Participants upon the redemption of Units as requested by Canadian Participants;
c) trades of Principal Classic Units made pursuant to an Employee Share Offering to or with holders of Leveraged Units upon the transfer of the Canadian Participants' assets in the relevant Leveraged Fund to the Principal Classic Fund at the end of the applicable Lock-Up Period (as defined below);
2. an exemption from the dealer registration requirement (the Registration Relief, and together with the Prospectus Relief, the Exemption Sought) so that such requirement does not apply to the Filer and its Local Related Entities (as defined below), the Funds, and the Management Company (as defined below) in respect of the following:
a) trades in Units made pursuant to an Employee Share Offering to or with Canadian Employees not resident in Ontario or Manitoba;
b) trades in Shares by the Funds to or with Canadian Participants upon the redemption of Units as requested by Canadian Participants; and
c) trades in Principal Classic Units made pursuant to an Employee Share Offering to or with holders of Leveraged Units upon the transfer of the Canadian Participants' assets in the relevant Leveraged Fund to the Principal Classic Fund at the end of the applicable Lock-Up Period.
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):
a) the Autorité des marchés financiers is the principal regulator for this application;
b) the Filer has provided notice that section 4.7(1) of Regulation 11-102 respecting Passport System, CQLR, c. V-1.1. r. 1) (Regulation 11-102) is intended to be relied upon in Alberta, British Columbia, Manitoba, New Brunswick, and Saskatchewan; and
c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
Terms defined in Regulation 14-101 respecting Definitions, CQLR, c. V-1.1, r. 3, Regulation 11-102 and Regulation 45-106 respecting Prospectus Exemptions, CQLR c.V-1.1, r. 21 have the same meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filer:
1. The Filer has previously been granted relief pursuant to decision number 2018-FS-0088 dated June 1, 2018 (the 2018 Decision), in which the Filer may conduct employee offerings in accordance with the terms and conditions outlined in the 2018 Decision, exclusive of the Exemption Sought under the decision herein.
2. The Filer is a corporation formed under the laws of France. It is not and has no current intention of becoming a reporting issuer under the securities legislation of any jurisdiction of Canada. The head office of the Filer is located in France. The Shares are principally traded through Euronext Paris. The Filer is not in default of securities legislation of any jurisdiction of Canada.
3. The Filer has established a global employee share offering (the 2020 Employee Offering) and expects to establish subsequent global employee share offerings following 2020 for the next four years that are substantially similar (the Subsequent Employee Offerings, and together with the 2020 Employee Offering, the Employee Share Offerings) for employees of the Filer and its participating related entities, including related entities that employ Canadian Employees (the Local Related Entities, together with the Filer and its other related entities, the Veolia Group). Each Local Related Entity is controlled directly or indirectly by the Filer and is not, and has no current intention of becoming, a reporting issuer under the Legislation or in any jurisdiction of Canada.
4. As of the date hereof, Local Related Entities include Greater Moncton Water Limited, Veolia Water Technologies Canada Inc., VWNA Winnipeg Inc., Fort St-James Operation LP, Fort St-James Fuelco, Veolia Infrastructure Services, Veolia Health Op Services Montreal, Veolia Energy Canada Inc., Veolia Services Drummondville SEC, Veolia ES Canada Industrial Services, Veolia ES Canada Inc., Merritt Operations Services LP, Chemrec Inc., and Veolia Water Technologies Canada Inc. For any Subsequent Employee Offering, the list of Local Related Entities may change.
5. Each Employee Share Offering will be made under the terms as set out herein and for greater certainty, all of the representations will be true for each Employee Share Offering other than paragraphs 4 and 31, which may change (references to the 2020 Classic Fund, the 2020 Leveraged Fund and the 2020 Employee Offering will be varied such that they are read as references to the relevant Fund and relevant Employee Share Offering).
6. As of the date hereof and after giving effect to any Employee Share Offering, the Filer is and will be a "foreign issuer" as such term is defined in section 2.15(1) of Regulation 45-102 respecting Resale of Securities, CQLR c.V-1.1, r. 20) (Regulation 45-102), section 2.8(1) of Ontario Securities Commission Rule 72-503 -- Distributions Outside Canada (OSC Rule 72-503), section 11(1) of Alberta Securities Commission Rule 72-501 -- Distributions to Purchasers Outside Alberta (Alberta Rule 72-501), and the Filer is not and will not be a reporting issuer in any jurisdiction of Canada.
7. Each Employee Share Offering is comprised of two subscription options:
a) an offering of Shares to be subscribed through the relevant Temporary Classic Fund, which will be merged with the Principal Classic Fund following the completion of the Employee Share Offering (the Classic Plan);
b) an offering of Shares to be subscribed through the relevant Leveraged Fund (the Leveraged Plan).
8. Only persons who are employees of an entity forming part of the Veolia Group during the subscription period pursuant to an Employee Share Offering and who meet other employment criteria (the Qualifying Employees) may participate in the relevant Employee Share Offering.
9. The Principal Classic Fund and the Principal Leveraged Fund were established in order to facilitate the participation of Qualifying Employees in the Employee Share Offerings. The 2020 Classic Fund and the 2020 Leveraged Fund were established for the purpose of implementing the 2020 Employee Offering. There is no current intention for any of the 2020 Classic Fund, the 2020 Leveraged Fund, the Principal Classic Fund and the Principal Leveraged Fund or the Funds to become a reporting issuer under the Legislation or in any jurisdiction of Canada. There is no intention for any Temporary Classic Fund or Leveraged Fund that will be established for the purpose of implementing Subsequent Employee Offerings to become a reporting issuer under the Legislation or in any jurisdiction of Canada.
10. The 2020 Classic Fund, the 2020 Leveraged Fund, the Principal Classic Fund, and the Principal Leveraged Fund are registered with, and approved by, the Autorité des marchés financiers in France (the French AMF). It is expected that each Temporary Classic Fund and Leveraged Fund established for Subsequent Employee Offerings will be a part of the Funds and will be registered with, and approved by, the French AMF.
11. All Units acquired under the Classic Plan or the Leveraged Plan by Canadian Participants will be subject to a hold period of approximately five years (the Lock-Up Period), subject to certain exceptions prescribed by French law and adopted under the offering in Canada (such as death, disability or termination of employment).
12. The total amount that may be invested by a Canadian Employee in an Employee Share Offering (the Employee Contribution) cannot exceed 25% of his or her estimated gross annual compensation for the relevant year. For the purposes of calculating these limits, a Canadian Participant's maximum "investment" in a Leveraged Fund will include the additional Bank Contribution, with respect to the Total Employee Contribution (as defined below).
13. Under the Classic Plan, each Employee Share Offering will be made as follows:
a) Canadian Participants will subscribe for the Temporary Classic Units, and the relevant Temporary Classic Fund will then subscribe for Shares using the Canadian Participants' contributions at a subscription price that is equal to the price calculated as the arithmetical average of the closing price of the Shares (expressed in Euros) on Euronext Paris for the 20 consecutive trading days preceding the date of fixing of the subscription price by the board of directors of the Filer or the Chief Executive Officer of the Filer acting pursuant to its delegated authority received from the board of directors of the Filer (the Reference Price), less a specified discount in the amount of 20% to the Reference Price (the Discount).
b) Following the completion of an Employee Share Offering, the relevant Temporary Classic Fund will be merged with the Principal Classic Fund (subject to the decision of the Fund's supervisory board and to the French AMF's approval). The merger is made by the transfer of all assets held in the Temporary Classic Fund into the Principal Classic Fund and the liquidation of the Temporary Classic Fund after such transfer. The Temporary Classic Units held by Canadian Participants will be replaced with Principal Classic Units on a pro rata basis and the Shares subscribed for under the Employee Share Offering will be held in the Principal Classic Fund (such transaction, the Merger).
c) Any dividends paid on the Shares held in the Classic Fund will be contributed to the Classic Fund and used to purchase additional Shares. To reflect this reinvestment, new Classic Units (or fractions thereof) will be issued to Canadian Participants.
d) At the end of the relevant Lock-Up Period or in the event of an early redemption (an Early Redemption) resulting from a Canadian Participant relying on one of the exceptions to the Lock-Up Period, the Canadian Participant may:
i) request to have his or her Classic Units redeemed in consideration for the underlying Shares or a cash payment equal to the then market value of the underlying Shares; or
ii) continue to hold Classic Units and request to have such Classic Units redeemed at a later date.
14. Under the Leveraged Plan, each Employee Share Offering will be made as follows:
a) Canadian Participants will subscribe for the relevant Leveraged Units, and the relevant Leveraged Fund will then subscribe for Shares using the Total Employee Contribution (as defined below) and certain financing made available by Société Génerale (the Bank), a bank governed by the laws of France. For any Subsequent Employee Offering, the Bank may change. In the event of such a change, the successor to the Bank will remain a large French commercial bank subject to French banking legislation.
b) Canadian Participants will subscribe for Shares at the Reference Price less the Discount.
c) The Local Related Entity that employs the respective Canadian Participant will match the Employee Contribution up to a maximum of €300 per Canadian Participant (the Matching Contribution, and together with the Employee Contribution, the Total Employee Contribution).
d) Participation in the Leveraged Plan represents a potential opportunity for Qualifying Employees to obtain higher gains than would be available through participation in the Classic Plan by virtue of the Qualifying Employee's indirect participation in a financing arrangement involving a swap agreement (the Swap Agreement) between the relevant Leveraged Fund and the Bank. In economic terms, the Swap Agreement involves the following exchange of payments: for each Share which may be subscribed for by a Qualifying Employee's respective Total Employee contribution (expressed in Euros) under the Leveraged Plan at the Reference Price less the Discount, the Bank will finance the subscription of four additional Shares to be subscribed for by the relevant Leveraged Fund (on behalf of the Canadian Participant) (the Bank Contribution).
e) Under the terms of the Swap Agreement, at the end of the applicable Lock-Up Period, the relevant Leveraged Fund will owe to the Bank an amount equal to A -- [B+C], where:
i) "A" is the market value of all the Shares (calculated on the international reference date for each of the Employee Share Offerings) held in the relevant Leveraged Fund (as determined pursuant to the terms of the Swap Agreement);
ii) "B" is the aggregate amount of all Total Employee Contributions; and
iii) "C" is an amount (the Appreciation Amount) equal to a multiple of the Average Increase (as defined below), if any, of the Shares above the Reference Price (where the "Average Increase" is the average price of the Shares based on the average closing price of the Shares over the last 1,233 trading days (equivalent to approximately four calendar years) prior to the end of the Lock-Up Period),
and multiplied by:
the number of Shares held in the relevant Leveraged Fund.
In the event the Average Price is lower than the Reference Price, the Reference Price will be used instead.
f) If, at the end of the applicable Lock-Up Period, the market value of the Shares held in the relevant Leveraged Fund is less than 100% of the Total Employee Contributions, the Bank will, pursuant to the terms and conditions of a guarantee contained in the Swap Agreement, make a contribution to the relevant Leveraged Fund to make up any shortfall. Accordingly, Canadian Participants will receive 100% of the value of their contribution cash back in Euros.
g) At the end of the applicable Lock-Up Period, the Swap Agreement will terminate after the final swap payments are made. A Canadian Participant may then request the redemption of his or her Leveraged Units in consideration for cash or Shares with a value equivalent to: (i) the Total Employee Contribution; and (ii) the Canadian Participant's portion of the Appreciation Amount, if any (the Redemption Formula).
h) If a Canadian Participant does not request the redemption of his or her Leveraged Units at the end of the Lock-Up Period, his or her investment in the Leveraged Fund will be transferred to the Principal Classic Fund upon the decision of the supervisory board of the Leveraged Fund and Classic Fund (subject to the approval of the French AMF). New Principal Classic Units will be issued to such Canadian Participants in recognition of the assets transferred to the Principal Classic Fund. The Canadian Participants will be entitled to request the redemption of the new Principal Classic Units whenever they wish. However, following a transfer to the Principal Classic Fund, the Total Employee Contribution and the Appreciation Amount will no longer be covered by the Swap Agreement (including the Bank's guarantee contained therein).
i) In the event of an Early Redemption and meeting the applicable criteria, the Canadian Participant may request the redemption of Leveraged Units using the Redemption Formula. The measurement of the increase, if any, with respect to the Reference Price, will be carried out in accordance with similar rules to those applied to redemption at the end of the Lock-up Period, but it will rather be measured using values of the Shares at the time of the Early Redemption instead.
j) At the end of the Lock-Up Period or in the event of an Early Redemption, a Canadian Participant in the Leveraged Plan will, pursuant to the terms and conditions of the guarantee contained in the Swap Agreement, be entitled to receive 100% of his or her Total Employee Contribution.
k) Under no circumstances will a Canadian Participant in the Leveraged Plan be liable to any of the Leveraged Fund, the Bank or the Filer for any amounts in excess of his or her Employee Contribution under the Leveraged Plan.
l) During the term of the Swap Agreement, the relevant Leveraged Fund will remit to the Bank an amount equal to the net amounts of any dividends paid on the Shares held in the Leveraged Fund as partial consideration for the obligations assumed by the Bank under the Swap Agreement.
m) For Canadian federal income tax purposes, a Canadian Participant in a Leveraged Plan should be deemed to receive all dividends paid on the Shares financed by either the Total Employee Contribution or the Bank Contribution at the time such dividends are paid to the relevant Leveraged Fund, notwithstanding the actual non-receipt of the dividends by the Canadian Participants.
n) The declaration of dividends on the Shares (in the ordinary course or otherwise) is determined by the board of directors of the Filer and approved by the shareholders of the Filer. The Filer has not made any commitment to the Bank as to any minimum payment of dividends during the term of the Lock-Up Period.
o) Considering that, at the time of the initial investment decision relating to participation in a Leveraged Plan, Canadian Participants will be unable to quantify their potential income tax liability resulting from such participation, the Filer or its Local Related Entities will indemnify each Canadian Participant in the Leveraged Plan for the following costs: tax costs for the Canadian Participants associated with the payment of dividends in excess of a specified amount in Euros per calendar year per Share during the Lock-Up Period, such that, in all cases, a Canadian Participant will, at the time of the original investment decision, be able to determine his or her maximum tax liability in connection with dividends received by the relevant Leveraged Fund on his or her behalf under the Leveraged Plan.
p) At the time the relevant Leveraged Fund's obligations under the Swap Agreement are settled, the Canadian Participant will realize a capital gain (or capital loss) by virtue of having participated in the Swap Agreement to the extent that amounts received by the relevant Leveraged Fund, on behalf of the Canadian Participant, from the Bank exceed (or are less than) amounts paid by such Leveraged Fund, on behalf of the Canadian Participant to the Bank. Any dividend amounts paid to the Bank under the Swap Agreement will serve to reduce the amount of any capital gain (or increase the amount of any capital loss) that the Canadian Participant would have otherwise realized (or lost). Capital losses (gains) realized by a Canadian Participant may generally be offset against (reduced by) any capital gains (losses) realized by the Canadian Participant on a disposition of the Shares, in accordance with the rules and conditions under the Income Tax Act (Canada) or comparable provincial legislation (as applicable).
15. Each Fund's portfolio will consist almost exclusively of Shares, although the Leveraged Fund's portfolio will also include rights and associated obligations under the Swap Agreement. The Funds may also hold cash or cash equivalents pending investments in Shares for the purposes of facilitating Unit redemptions.
16. The Reference Price for an Employee Offering will not be known to the Canadian Employees until after the end of the applicable reservation period. Once the Reference Price is determined, however, it will be provided to the Canadian Employees prior to the start of the revocation period, during which Canadian Employees may choose to revoke all (but not part) of their subscription and thereby not participate in the relevant Employee Offering.
17. The manager of the Funds, Natixis Investment Managers International (the Management Company), is a portfolio management company governed by the laws of France. The Management Company is registered with the French AMF as an investment manager, subject to the rules of the French AMF and complies with them. The Management Company is not, and has no current intention of becoming, a reporting issuer under the Legislation or in any jurisdiction of Canada.
18. The Management Company's portfolio management activities in connection with an Employee Share Offering and the Funds are limited to subscribing for Shares of the Filer, selling such Shares as necessary in order to fund redemption requests, investing available cash in cash equivalents and such activities as may be necessary to give effect to the Swap Agreement.
19. The Management Company is also responsible for preparing accounting documents and publishing periodic informational documents. The Management Company is obliged to act in the best interests of the Canadian Participants and is liable to them, jointly and severally with the Depositary (as defined below), for any violation of the rules and regulations governing FCPEs, any violation of the rules of the FCPE or for any self-dealing or negligence. The Management Company's activities will not affect the underlying value of the Shares.
20. None of the Filer, its Local Related Entities, the Management Company or the Fund, nor any of their directors, officers, employees, agents or representatives will provide investment advice to the Canadian Participants with respect to an investment in Shares or Units.
21. Neither the Local Related Entities, the Management Company nor the Funds are currently in default of securities legislation of any jurisdiction of Canada.
22. Shares issued pursuant to an Employee Share Offering will be deposited in the relevant Fund's accounts with CACEIS Bank (the Depositary), a large French commercial bank subject to French banking legislation. For any Subsequent Employee Share Offering, the Depositary may change. In the event of such a change, the successor to the Depositary will remain a large French commercial bank subject to French banking legislation.
23. Participation in an Employee Share Offering is voluntary, and Canadian Employees will not be induced to participate in an Employee Share Offering by expectation of employment or continued employment.
24. The Shares and Units are not currently listed for trading on any stock exchange in Canada and there is no intention to have them so listed. As there is no market for these securities in Canada (and as none is expected to develop), any first trades of Shares by Canadian Participants will be effected through the facilities of, and in accordance with, the rules and regulations of Euronext Paris.
25. Units are not transferable by holders of such Units except upon redemption and other than as reflected in the decision document.
26. Leveraged Units will be evidenced by account statements issued by the relevant Leveraged Fund at least once per year.
27. The Filer will retain a securities dealer registered as a broker/investment dealer (the Registrant) under the securities legislation of Ontario and Manitoba to provide dealing services to Canadian Employees resident in such provinces who express an interest in an Employee Share Offering and to help make a determination, in accordance with industry practices, as to whether an investment in an Employee Share Offering is suitable for each such Canadian Employee based on his or her particular financial circumstances.
28. Canadian Participants will receive an information package in the French or English language (according to their preference) which will include a summary of the terms of the relevant Employee Share Offering, a description of Canadian income tax consequences relating to the subscription to and holding of Units and the redemption thereof at the end of the applicable Lock-Up Period, a Key Investor Information Document (KIID) approved by the French AMF for each Fund describing its main characteristics and a reservation, revocation and subscription form. The information package for Canadian Participants subscribing for units pursuant to the Leveraged Plan will include all the necessary information for general inquiry and support with respect to the Leveraged Plan and will also include a risk statement which will describe certain risks associated with an investment in Leveraged Units pursuant to the Leveraged Plan.
29. Canadian Participants will have continuous access to information and relevant statements of their holdings through an online vendor.
30. Canadian Participants may consult the Filer's Annual Report (Document d'Enregistrement Universel) filed with the French AMF in respect of the Shares as well as a copy of the relevant Fund's rules. Canadian Participants will also have access to the continuous disclosure materials relating to the Filer that are provided to its shareholders generally.
31. For the 2020 Employee Offering, there are approximately 1505 Canadian Employees, with the greatest number resident in Québec (1074), and the remainder residing in Ontario (316), British Columbia (85), Manitoba (13), New Brunswick (8), Alberta (8), and Saskatchewan (1), who represent in the aggregate less than 1% of the number of Qualifying Employees of the Veolia Group worldwide.
Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.
The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted provided that:
1. With respect to the 2020 Employee Offering, the prospectus requirement will apply to the first trade in the relevant Units or Shares acquired by Canadian Participants pursuant to this decision, unless the following conditions are met:
a) the issuer of the security was a foreign issuer on the distribution date, as such term is defined in section 2.15 (1) of Regulation 45-102, section 11(1) of Alberta Rule 72-501 and section 2.8 (1) of OSC Rule 72-503;
b) the issuer of the security:
(i) was not a reporting issuer in any jurisdiction of Canada at the distribution date, or
(ii) is not a reporting issuer in any jurisdiction of Canada at the date of the trade;
c) the first trade is made:
(i) through an exchange, or a market, outside of Canada, or
(ii) to a person or company outside of Canada.
2. For any Subsequent Employee Offering under this decision completed within five years from the date of this decision, provided that:
a) the representations other than those in paragraphs 4 and 31 remain true and correct, with necessary adaptations, in respect of that Subsequent Employee Offering; and
b) the conditions set out in paragraph 1 apply, with necessary adaptions, to any such Subsequent Employee Offering; and
3. In Alberta and Ontario, the prospectus exemption above, for the first trade in any Units or Shares acquired by Canadian Participants pursuant to this decision, is not available with respect to any transaction or series of transactions that is part of a plan or scheme to avoid the prospectus requirements in connection with a trade to a person or company in Canada.
Ontario Securities Commissioner
Ontario Securities Commissioner