BCN 2003/02 - BC Instrument 55-504 - Exemption from Insider Reporting Requirements for Certain Officers [BCN - Rescinded]
BC Instrument 55-504 exempts nominal officers from the insider reporting requirements of the Securities Act. CSA Staff Notice 55-306 Applications for Relief from the Insider Reporting Requirements by certain Vice-Presidents, sets out the conditions under which securities regulators in Canada would generally grant relief. A reporting issuer in B.C. that complies with BCI 55-504, which generally follows the principles of CSA Staff Notice 55-306, will not need to apply for an exemption order.
Reporting issuers sometimes grant the title vice president (and similar titles) to employees who do not perform executive functions. Information about the trading activities of these nominal officers is not really relevant to the market (because they do not usually have access to undisclosed information). Accordingly, they should not be required to file insider reports.
BCI 55-504 exempts all nominal officers, regardless of their titles, if the issuer complies with specified requirements. In general, though, an officer whose title is President, Chief Executive Officer, Treasurer or Chief Financial Officer, whether of the reporting issuer or of a major subsidiary, would not fit the definition of nominal officer and would not be able to rely on the exemption. Similarly, if a reporting issuer has a relatively small number of senior officers, it is unlikely that any of them would be nominal officers.
BCI 55-504 does not apply to nominal officers of subsidiaries that are not major subsidiaries because those officers can rely on an exemption in National Instrument 55-101 Exemption from Certain Insider Reporting Requirements.
Questions may be referred to:
Senior Legal Counsel
Legal and Market Initiatives
British Columbia Securities Commission
(800) 373-6393 (in B.C.)
January 9, 2003
Douglas M. Hyndman
Ref: BCI 55-504
CSA Staff Notice 55-306
This Notice may refer to other documents. These documents can be found at the B.C. Securities Commission public website at www.bcsc.bc.ca in the Commission Documents database or the Historical Documents database.