Decisions

NORAM CAPITAL MANAGEMENT INC., et. al. [Decision]

BCSECCOM #:
2000 BCSECCOM 2
Document Type:
Decision
Published Date:
2000-09-06
Effective Date:
2000-09-05
Details:


2000 BCSECCOM 2
      COR#00/184

      IN THE MATTER OF THE SECURITIES ACT
      R.S.B.C. 1996, c. 418

      AND

      IN THE MATTER OF NORAM CAPITAL MANAGEMENT INC. AND ANDREW WILLMAN


      PANEL
      Brent W. Aitken, Member
      John K. Graf, Member
      Roy Wares, Member

      SUBMISSIONS OF COMMISSION STAFF RECEIVED FROM
      J. A. (Sasha) Angus

      SUBMISSIONS OF ANDREW WILLMAN RECEIVED FROM
      Andrew Willman


      DECISION OF THE COMMISSION

      [para 1]
      In a decision dated March 8, 2000 we made orders against Noram Capital Management Inc.1 In June a hearing was held respecting the role of Andrew Willman, Noram’s president, sole shareholder and primary director, in Noram’s conduct. We made our findings on that matter on July 25, 2000.2 At the panel’s request the parties made written submissions with respect to sanctions and costs.

      [para 2]
      In our March decision and our July findings, we found that:

      · Noram contravened section 20(1) of the Securities Rules, B.C. Reg. 195/97 by failing to maintain minimum working capital of $35,000 since at least June 30, 1998;

      · Noram filed financial statements in 1999 that were false or misleading;

      · Noram contravened section 69(1) of the Rules by failing to file its audited financial statements for the years ended June 30, 1998 and June 30, 1999 within the time period required by that section; and

      · Willman, as the person who controlled and directed Noram’s affairs, authorized, permitted or acquiesced in the foregoing.

      [para 3]
      In March we ordered that Noram’s registration as a portfolio manager be cancelled and that Noram pay an administrative penalty of $25,000. We made no order with respect to costs, pending this decision. This decision therefore makes orders with respect to Willman and deals with the issue of costs for both respondents.

      [para 4]
      In our March decision we expressed our views as to the gravity of Noram’s activities. We noted that Noram misled Commission staff as to its true working capital position and it appeared unwilling to take responsibility for ensuring that its financial statements were filed on time, instead relying entirely on its accountant to do so. We said:

      “It is clear from Noram’s conduct that it is prepared to mislead the Commission as necessary for its own purposes, and that it has no regard for its obligations as a registrant under the Act and the Rules. This conduct is inconsistent with the requirements and expectations the Commission has of registrants. The registration requirements are intended to ensure that those who trade securities for the investing public are of high integrity and worthy of their clients’ trust. This is especially so of those registered in the portfolio manager category, who are entrusted with clients’ funds to invest on their behalf.”

      [para 5]
      There was nothing in Willman’s testimony in these proceedings to allay our concerns. On the contrary, he attempted at every turn to distance himself from all of Noram’s wrongdoing. He claimed innocence of financial affairs and asserted that it was Noram’s accountant, not Willman, who was responsible for producing accurate financial statements on time. At no point did Willman acknowledge that he, as Noram’s sole shareholder, its president, its sole registered employee and its primary director, had the responsibility to ensure that Noram fulfilled its regulatory obligations.

      [para 6]
      Therefore considering it to be in the public interest, we order:

      (a) under section 161(1)(d)(i) of the Act, that Willman resign any position he holds as a director or officer of any issuer;

      (b) under section 161(1)(d)(ii) of the Act, that Willman is prohibited from acting as a director or officer of any issuer until he has successfully completed a course of study acceptable to the Executive Director and a period of 10 years has passed from the date of this order;

      (c) under section 161(1)(d)(iii) of the Act, that Willman is prohibited from engaging in investor relations activities for a period of 10 years; and

      (d) under section 174 of the Act, that Noram and Willman pay, on a joint and several basis, the prescribed fees and charges for the costs of and related to the hearings leading to this decision and our decision of March 8, 2000.

      [para 7]
      Willman’s conduct is inconsistent with that expected of registrants in British Columbia. We would expect the Executive Director to take into account the findings from these proceedings and from our decision of March 8, 2000 when assessing any future application for registration from Willman.

      [para 8]
      We direct Commission staff to file an application for costs with the Commission on or before September 15, 2000.

      DATED September 5, 2000

      [para 9]
      FOR THE COMMISSION




      Brent W. Aitken, Member




      John K, Graf, Member




      Roy Wares, Member

      1See In the Matter of Noram Capital Management Inc., [2000] 10 BCSC Weekly Summary 73
      2See In the Matter of Noram Capital Management Inc. and Andrew Willman, [2000] 29 BCSC Weekly Summary 171
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