Understanding Your BCSC Compliance Examination

The field examination is the main tool we use to monitor registrants. Examinations help ensure firms are conducting their activities in accordance with securities legislation. The authority to conduct examinations is set out in section 141.2 of the Securities Act, RSBC 1996, c. 419. If a firm is a reporting issuer or other market participant, we will also conduct the examination under sections 141.3 and 141.4 of the Act, respectively.

This page explains why we carry out examinations, how we conduct them, and what we do to resolve issues found.

Why Are You Examining My Firm?

Certain market participants that trade or advise in securities in B.C. must register under section 34 of the Act, unless they rely on a registration exemption. The examination program ensures that registered firms have a compliance program in place and are conducting their activities in accordance with securities legislation.

Does the BCSC Examine All Registrants?

We examine firms that are not members of a the Canadian Investment Regulatory Organization (CIRO). CIRO normally examines those firms that they directly regulate.

Who Conducts These Compliance Examinations?

Two teams, comprised of compliance analysts, conduct the examinations. One team focuses on portfolio managers and investment fund managers, while the other team focuses on exempt market dealers. Both teams report to managers, and both managers report to the director of the Capital Markets Regulation Division.

What is The Examination Process?

We take a risk-based approach to rank all our registrants from a comprehensive risk questionnaire, which feeds a risk model. Your risk rating depends on factors, such as the:

• number of representatives or advisers
• marketing and sales practices
• primary business
• assets under management
• types of products your firm manufactures
• types of products sold
• main clientele
• regulatory history (past exams, terms and conditions)
• establishment of a business continuity plan
• policies and procedures to ensure compliance with securities legislation
• risk management policies and procedures
• governance by the Board and senior management
• financial condition of your firm (excess working capital)
• complaints against your firm

Based on the risk scores of all our directly regulated firms, we develop an annual exam plan. In general, our goal is to examine each registrant in a two- to five-year cycle. We will examine higher-risk registrants more frequently.

In most cases, prior to the exam, we send the CCO an exam introduction letter and a list of books and records to prepare in advance of our visit. However, examinations may occur on an announced or unannounced basis. Prior to the examination, we will provide you with a copy of an "Appointment to review under section 141.2 of the Securities Act". (Note that you may also receive orders under sections 141.3 and 141.4 of the Act if your firm manages reporting issuers or other market participants.) This order authorizes the examinations team to conduct the examination.

Upon arriving at the registrant's office, examiners will speak to the chief compliance officer (CCO) of the firm and conduct an initial interview (also known as an opening interview or opening meeting). Following the opening interview, examiners will review your firm's books and records, as requested in the exam introduction letter. Examiners may request additional books and records during the course of the field exam. Electronic copies of the books and records are the most efficient way to provide examiners with the requested documents.

During the review, examiners will ask for evidence of your compliance reviews, the checks and balances you use, and ask questions relating to specific practices or about your business units. These help us understand your operations, and determine whether you have effective internal controls in place. Some areas of focus include:

• overall compliance processes
• conflicts of interest
• account opening practices
• contracts
• disclosures
• products offered
• working capital and financial condition
• marketing

What Kind of Books and Records do the Examiners Review?

A large part of the examination process involves reviewing specific books and records and interviewing your staff. Registrants must have books and records in accordance with Part 11 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103). Samples of documents we review include:

• policies and procedures manual
• financial and working capital records, including subordination agreements, and bonding or insurance policies
• client records and files
• fee schedules and fee calculations
• client disclosures, forms, and contracts, such as investment management agreements and investment policy statements
• correspondence files
• client statements and reports
• referral arrangements and conflict of interest disclosures
• complaint files
• employee registration files and representative contracts
• performance numbers and presentation
• marketing materials, including advertising and promotional documents
• website and social media activity (blogs, Twitter, Face Book, LinkedIn)

Examiners seek to gain a better understanding of your firm and determine if operating and internal control systems are working properly and if the firm is enforcing them.

How Long Does an Examination Take?

The length of an examination depends on the size of the firm, the number of locations, the availability of records, and other compliance information. An examination normally requires examiners to be onsite for at least a week or two; larger firms will likely require more time. In general, the time spent at your firm depends on the quality and effectiveness of your existing compliance program and culture.

Do I Receive a Compliance Report?

After examiners complete the fieldwork, the examiners will draft a compliance examination report and will verbally outline the deficiencies cited in the report in a closing meeting. The closing meeting is typically at the firm's office and is usually within two weeks of the end of the fieldwork. After the closing meeting, we send the examination report to your firm and you must respond within 30 days, identifying your plan of action to resolve all deficiencies.

Do You Charge Fees for the Compliance Examination?

Section 141.2(5) of the Securities Act allows the Executive Director to require a firm that is subject to a compliance examination review, to pay prescribed fees or charges for the costs of the review. Examples of situations that might result in the Executive Director exercising this discretion includes when a firm:

• fails to resolve past compliance deficiencies
• fails to maintain proper records
• fails to provide these records to compliance examiners in a reasonable time
• requires excessive attention from Commission staff during the compliance examination review, for example, the firm fails to answer questions or allow Commission staff to interview employees or agents of the firm

How Are Examination Findings Handled?

Examination findings may be addressed in one of five ways:

1. No further action letter - the firm has no major deficiencies that require action
2. Deficiency letter - a deficiency letter is sent to your firm requesting your firm respond to the deficiencies and outline a written plan to resolve the deficiencies
3. Conditions of registration or settlement agreement - if the problems found are very serious or there is evidence of systemic compliance problems, we may impose conditions of registration on the firm and its staff. Conditions of registration is an option that allows the Executive Director to offer simpler and potentially less costly ways to resolve our concerns.
4. Enforcement referral - our compliance officers may refer very serious problems to our Enforcement Division for further investigation or action.
5. Suspension of registration - our compliance officers may recommend that the executive director suspend a firm's registration until the firm resolves very serious problems.

Where Can I Learn More Information About Good Compliance Practices?

Visit the Compliance Toolkit section of our website.

What is the Registrant Outreach Program?

The mission of the BCSC Registrant Outreach program for CCOs, is to improve compliance by opening the lines of communication between CCOs of directly regulated advisers, dealers, and investment fund managers, and compliance staff in BCSC's Capital Markets Regulation Division.

Learn more about the Registrant Outreach program and upcoming workshops.

Can I Speak to Someone if I Have a Question?

Each firm is assigned a Relationship Manager who is their contact person at the BCSC. If you don’t know who your Relationship Manager is, you can reach out to us by email. You can also email the examination team with your questions, examiners@bcsc.bc.ca.