Securities Law

BCN2008/13 - Adoption of Multilateral Instrument 11-102 Passport System and related companion policy, and related consequential amendments, Adoption of National Instrument 52-110 Audit Committees, related forms and companion policy, Repeal of British Columbia Instrument 52-509 Audit Committees, and Sections 144 and 145 of the Securities Rules, Adoption of National Policy 11-202 Process of Prospectus Reviews in Multiple Jurisdictions, and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions, and Rescission of National Policy 12-201 Mutual Reliance Review System for Exemptive Relief Applications, and National Policy 43-201 Mutual Reliance Review system for Prospetuses [BCN - Lapsed]

Published Date: 2008-03-10
Rescinded Date: 2012-07-13
Related Document(s):

Concurrently Published:

 

Adoption of
Multilateral Instrument 11-102 Passport System and related companion policy,
and related consequential amendments,

Adoption of
National Instrument 52-110 Audit Committees, related forms and companion policy,

Repeal of British Columbia Instrument 52-509 Audit Committees, and
Sections 144 and 145 of the Securities Rules,

Adoption of
National Policy 11-202 Process for Prospectus Reviews in Multiple Jurisdictions, and
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions,

and

Rescission of
National Policy 12-201 Mutual Reliance Review System for Exemptive Relief Applications, and
National Policy 43-201 Mutual Reliance Review
System for Prospectuses

Effective March 17, 2008, the Commission and other members of the Canadian Securities Administrators (CSA) are adopting 

  • Multilateral Instrument 11-102 Passport System (MI 11-102),
  • Companion Policy 11-102CP Passport System,
  • National Policy 11-202 Process for Prospectus Reviews in Multiple Jurisdictions (NP 11-202),
  • National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions (NP 11-203), and
  • consequential amendments to
    o National Instrument 14-101 Definitions,
    o Multilateral Instrument 11-101 Principal Regulator System (MI 11-101),
    o Form 11-101F1 Notice of Principal Regulator under Multilateral Instrument 11-101, and
    o Companion Policy 11-101CP Principal Regulator System.

Effective March 17, 2008, the Commission and other members of the CSA are rescinding 

  • National Policy 12-201 Mutual Reliance Review System for Exemptive Relief Applications, and
  • National Policy 43-201 Mutual Reliance Review System for Prospectuses.

Effective March 17, 2008, to harmonize some of its requirements with those of other Canadian jurisdictions, the Commission is 

  • adopting National Instrument 52-110 Audit Committees (NI 52-110), its related forms and companion policy, incorporating the consequential amendments adopted in other jurisdictions on the same date,
  • repealing BC Instrument 52-509 Audit Committees,
  • repealing sections 144 and 145 of the Securities Rules,
  • removing its carve-out in National Instrument 58-101 Disclosure of Corporate Governance Practices (NI 58-101), and
  • removing its carve-outs in National Instrument 81-104 Commodity Pools (NI 81-104) and making related amendments in Companion Policy 81-104CP.

Also effective March 17, 2008, the Commission is adopting

  • BC Instrument 52-512 Exemptions from National Instrument 52-110 Audit Committees, which provides a transition period for BC only reporting issuers before they must comply with NI 52-110 and exempts a reporting issuer from all or part of NI 52-110 if the issuer received an exemption from the provisions of the rule in certain other jurisdictions,
  • BC Instrument 58-501 Exemption from National Instrument 58-101 Disclosure of Corporate Governance Practices, which exempts a reporting issuer from provisions in NI 58-101 relating to the definition of independence in that rule if the issuer received an exemption from the relevant provisions of the rule in certain other jurisdictions, and
  • BC Instrument 81-512 Exemptions from National Instrument 81-104 Commodity Pools, which exempt a commodity pool, mutual fund restricted individual, principal distributor or participating dealer, as applicable, from a provision of NI 81-104 that is new to British Columbia, if the relevant party received an exemption from the provision in certain other jurisdictions.

Substance and purpose of the rules, policies and amendments
MI 11-102 provides a passport in all jurisdictions but Ontario for continuous disclosure, prospectuses and discretionary exemptions. NP 11-202 and NP 11-203 set out the processes for the filing and review of prospectuses and exemptive relief applications in multiple jurisdictions, including Ontario.

The consequential amendments update references in national instruments, remove British Columbia carve-outs and preserve the mobility exemption in MI 11-101. Sections 144 and 145 of the Rules are repealed because they have been replaced by equivalent provisions in national instruments.

Adopting NI 52-110 harmonizes the audit committee requirements in British Columbia with those in other CSA jurisdictions.

Prior publications
On March 28, 2007, we published for comment

  • MI 11-102, its related companion policy, and the consequential amendments (BCN 2007/12), and
  • MI 52-110, its related forms and companion policy (BCN 2007/13).

On August 31, 2007, we published for comment NP 11-202 and NP 11-203 (BCN 2007/28).

On January 25, 2008, we published notice that, subject to government approval, we expected to adopt the rules, their related companion policies and forms, the national policies, and the consequential amendments effective March 17, 2008 (BCN 2008/06).

Questions
You may refer questions to:

Passport for Prospectuses/Continuous Disclosure:
Andrew Richardson
Deputy Director, Corporate Finance
British Columbia Securities Commission
(604) 899-6730
(800) 373-6393 (in B.C. and Alberta)
arichardson@bcsc.bc.ca

Passport for Discretionary Exemptions:
Noreen Bent
Manager, Legal Services, Corporate Finance
British Columbia Securities Commission
(604) 899-6741
(800) 373-6393 (in B.C. and Alberta)
nbent@bcsc.bc.ca

NI 52-110:
Sheryl Thomson
Senior Legal Counsel, Corporate Finance
British Columbia Securities Commission
(604) 899-6778
(800) 373-6393 (in B.C. and Alberta)
sthomson@bcsc.bc.ca

March 10, 2008

 


Douglas M. Hyndman
Chair


Ref: 

Multilateral Instrument 11-102 Passport System
Companion Policy 11-102CP Passport System
 National Policy 11-202 Process for Prospectus Reviews in Multiple Jurisdictions
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions
National Policy 12-201 Mutual Reliance Review System for Exemptive Relief Applications
National Policy 43-201 Mutual Reliance Review System for Prospectuses
National Instrument 52-110 Audit Committees
Form 52-110 F1 Audit Committee Information Required in an AIF
Form 52-110F2 Disclosure by Venture Issuers
Companion Policy 52-110CP to Multilateral Instrument 52-110 Audit Committees
British Columbia Instrument 52-509 Audit Committees
National Instrument 58-101 Disclosure of Corporate Governance Practices
National Instrument 81-104 Commodity Pools
Companion Policy 81-104CP Commodity Pools
Multilateral Instrument 11-101 Principal Regulator System
Form 11-101F1 Notice of Principal Regulator under Multilateral Instrument 11-101
Companion Policy 11-101CP to Multilateral Instrument 11-101 Principal Regulator System
Sections 144 and 145 of the Securities Rules
BCN 2007/12 - Publication for Comment of Proposed National Instrument 11-102 Passport System
BCN 2007/13 - Publication for Comment of Proposed Multilateral Instrument 52-110 Audit Committees
BCN 2008/06 - Adoption of Multilateral Instrument 11-102 Passport System and related companion policy, and related consequential amendments

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 Policies & Instruments or Historical Policies & Instruments sections of the website.