NIN 89/36 - Disclosure of Experience of Directors, Officers, Promoters and Control Persons [NIN - Rescinded]

Published Date:	1989-11-24
Effective Date:	1989-11-15

The experience of the directors, officers, promoters and control persons of an exchange issuer in managing or promoting start-up companies would normally be expected to be an important factor in an investors; decision to purchase the issuer's securities. Furthermore, section 115(2) of the Securities Regulation requires the Superintendent to refuse to issue a receipt for a prospectus or accept a statement of material facts if he considers that because of the past conduct of: such persons, the business of the issuer will not be conducted with integrity and in the best interests of the security holders of the issuer.

Most local prospectuses provide little or no information with respect to the track records of the issuer's directors, officers, promoters and control persons in forming and managing the affairs of exchange issuers although the current form for a statement of material facts requires limited disclosure of this information.

In the interests of improved and uniform disclosure in offering documents of important matters relating to the experience of individuals involved in the formation and management of exchange issuers, the Securities Commission will require exchange issuers to disclose the following information in prospectuses, statements of material facts and rights offering documents filed after the date of this notice.

1. If any director, officer or promoter of the issuer is, or within the past five years has been, a director, officer or promoter of any other reporting issuer, the offering document must state the names of such issuers and the periods during which the individual so acted. If the individual has been a director, officer or promoter of more than 12 other reporting issuers during that period, the prospectus must disclose the names of at least 12 of the reporting issuers, starting with current associations and working back through the most recent associations, and the total list of such associations must be made available at the issuer's records office for inspection upon request.

2. If any director, officer or promoter of the issuer is, or within the past five years has been, a director, officer or promoter of any other reporting issuer that, while he was acting in that. capacity,

(i) was struck off the register of companies by the British Columbia Registrar of Companies or other similar authority, or
(ii) was the subject of a cease trade or suspension order for a period of more than 3.0 consecutive days, the offering document must describe the reasons for the striking from the register or the cease trade or suspension order, and the outcome thereof. For example, the offering document must disclose whether the reporting issuer was dissolved, abandoned, reorganized, sold or restored to good standing and trading status, and must briefly describe the individuals role therein.

3. The offering document must disclose whether any director, officer or promoter of the issuer has, within the last ten years, been the subject of any penalties or sanctions by a court:. or securities regulatory authority relating to trading in securities, the promotion, formation or management of a publicly traded company or involving theft or fraud. The disclosure should include convictions, cease-trade orders, removal of statutory exemptions, settlement agreements, injunctions, or suspensions of any other applicable rights, privileges or registrations.

4. If the control person of the issuer is:; not a director, officer or promoter of the issuer, the disclosure required by items I through 3 must be provided for the control person. If the control person is a corporation, the disclosure must extend to control persons of the corporation.


DATED at Vancouver, British Columbia, this 15th day of November, 1989.

Neil de Gelder
Superintendent of Brokers