NIN 98/64 - National Policy 34-201 and Multilateral Policy 34-202 Governing Conduct of Registrants and Rescission of National Policy Statements Nos. 17 and 18 [NIN - Rescinded]

The Commission, together with other members of the Canadian Securities Administrators (the "CSA"), is publishing policies governing certain conduct of registrants that update and replace National Policy Statements Nos. 17 and 18. The policies are initiatives of the CSA and are being adopted as a policy in each of the jurisdictions represented in the CSA, except for Québec, which will not be adopting Multilateral Policy 34-202. The policies come into force and National Policy Statements Nos. 17 and 18 are rescinded on October 16, 1998.

The policies were published for comment by members of the CSA on February 13, 1998. The comment period expired on April 15, 1998 and no comments were received.

Terms used in the policies that are defined or interpreted in a definition instrument in force in the jurisdiction should be read in accordance with that definition instrument, unless the context otherwise requires.

National Policy 34-201

National Policy 34-201, entitled "Breach of Requirements of Other Jurisdictions", provides notice to registrants, as well as applicants for registration or renewal or reinstatement of registration, that a breach by an applicant or a registrant of securities legislation and directions, or self-regulatory organization regulatory instruments, of another jurisdiction or a foreign jurisdiction may be considered to affect the fitness for registration or continued registration of the applicant or registrant.

The National Policy is substantially similar to National Policy Statement No. 17, which it replaces, although it expands the scope of the types of breaches that may affect the fitness of a person for registration or continued registration and applies to both registrants and applicants for registration or renewal or reinstatement of registration.

Multilateral Policy 34-202

Multilateral Policy 34-202, entitled "Registrants Acting as Corporate Directors", is substantially similar to National Policy Statement No. 18, which it replaces, and addresses conflicts of interest that may arise when an individual registrant or a representative of a registrant acts as a director of or advisor to a reporting issuer, especially those conflicts relating to insider information and trading and timely disclosure.

Readers are reminded that section 86(2) of the Securities Act prohibits a person in a special relationship with a reporting issuer from informing another person of a material fact or material change with respect to the reporting issuer before the material fact or material change has been generally disclosed, unless giving the information is necessary in the course of business of the reporting issuer or of the person in a special relationship with the reporting issuer.

The Multilateral Policy also restates section 61(2) of the Securities Rules by noting that in British Columbia, a salesperson of a dealer and a registered individual of an advisor may not act as a director or officer of a reporting issuer.

DATED at Vancouver, British Columbia, on October 14, 1998

Douglas M. Hyndman
Chair

Ref: National Policy 34-201
Multilateral Policy 34-202
National Policy Statements Nos. 17 and 18