NIN 92/02 - Communication with the Securities Commission [NIN - Rescinded]
| Published Date: | 1992-02-07 |
|---|---|
| Effective Date: | 1992-02-06 |
ORGANIZATION
The Commission is responsible for the regulation of trading in securities and commodity contracts (also known as "exchange contracts") in British Columbia. As a result of a recent review and reclassification of staff positions, there have been several changes in positions and titles of Commission staff. An organization chart is attached.
Commission
The Commission consists of up to nine members, including the Chairman and Vice Chairman. The Chairman is the chief executive officer. The members of the Commission are responsible for the administration of the Securities Act and the Commodity Contract Act and the regulations made under these Acts.
The purpose of the legislation is to regulate trading in securities and exchange contracts. The members are responsible for establishing policy within the framework of the legislation and making decisions under specific legislative provisions. The basic test governing the members in the exercise of their discretion is the public interest. Decisions made by the members include granting exemptions from compliance with the legislation and making orders intended to enforce the legislation. The members may delegate the power to make decisions to individual members or, in some cases, to Commission staff. Panels of members participate in quasi-judicial hearings on matters, usually related to enforcement, brought forward by Commission staff. The members also conduct hearings and reviews, on the application of persons directly affected, of decisions made by individual members, by Commission staff, by the Vancouver Stock Exchange and by the Pacific District of the Investment Dealers Association of Canada.
The Secretary and the General Counsel provide support for the members of the Commission. The Secretary is responsible for administrative matters relating to the members fulfilling their responsibilities, including attending hearings and meetings of members. The General Counsel provides legal advice to the members and provides advice to the Policy and Legislation and Exemptions and Orders Divisions.
Commission Staff
The Superintendent of Brokers is the chief administrative officer of the Commission and is responsible for the day to day administration of the securities and exchange contract legislation. The Commission staff, headed by the Superintendent, consists of six divisions.
Compliance and Enforcement
The Compliance and Enforcement Division monitors industry and market activity to ensure compliance with the securities and exchange contract legislation and policy, conducts investigations regarding perceived or alleged contraventions of the legislation and policy, prepares matters for hearings before the Commission, and cooperates with Crown counsel in the prosecution of matters in Provincial Court and with regulators in other jurisdictions in mutual enforcement efforts.
Corporate Finance
The Corporate Finance Division processes prospectuses, rights offering circulars, statements of material facts, applications for reactivation of dead and dormant issuers and applications to extend lapse dates of prospectuses. The Division also conducts post-offering reviews of the activities of issuers.
Corporate Planning and Management Services
The Corporate Planning and Management Services Division is responsible for the internal operations of the Commission, including financial management, personnel services, computer systems and administrative services.
The Public Information and Records Branch of the Division maintains files and ensures public access to appropriate records. This Branch is responsible for preparing and publishing the Commission Weekly Summary, which is the document of record under the legislation. The Weekly Summary is used to disseminate policy statements, notices, interpretation notes, legislation, orders, decisions, and statistical reports.
Exemptions and Orders
The Exemptions and Orders Division analyses certain applications and exercises delegated powers to grant or deny exemptions from certain requirements of the securities and exchange contracts legislation and from certain provisions of the Company Act. It also processes Forms 20 respecting exempt distributions of securities.
Policy and Legislation
The Policy and Legislation Division develops and recommends amendments to securities and exchange contract legislation and develops policy statements, blanket orders, notices and interpretation notes to assist market participants in complying with the legislation.
Registration and Statutory Filings
The Registration and Statutory Filings Division is divided into three branches: Registration, Statutory Filings and Insider Reporting. The Registration Branch processes applications for registration under the securities and exchange contract legislation, and monitors compliance of registrants with the requirements of the legislation and policy. The Statutory Filings Branch processes all statutory filings of reporting issuers, issues cease trade orders under section 146 of the Securities Act and issues certificates that an issuer is a reporting issuer and not in default of any requirements of the Securities Act or Securities Regulation as provided in section 60 of the Securities Act. The Insider Reporting Branch processes all insider trading reports.
TELEPHONE ENQUIRIES
The Commission receives between 200 and 400 telephone enquiries each day to the main switchboard number alone. To ensure prompt service, you should direct telephone calls to the appropriate Commission staff. The description of responsibilities contained in this Notice, together with the attached organization chart and the telephone directory published in the Weekly Summary, should assist you in identifying the appropriate person. General inquiries may be directed to the Information Distribution Officer, who will attempt to answer your question or identify the appropriate Commission staff member to do so.
CORRESPONDENCE
The Commission receives an average of 700 pieces of mail each day. You should send all deliveries and mail to the Commission on the 11th floor, 865 Hornby Street, Vancouver, British Columbia, V6Z 2H4.
You should accompany all documents that are filed with the Commission to comply with specific filing requirements under the securities and exchange contract legislation with a covering letter identifying the Division, Branch and/or individual intended to receive the documents, fully describing the purpose of the filing, and identifying the section of the legislation under which it is filed.
"Follow-up material" are documents sent to the Commission on a specific matter concerning which there has been previous communication with the Commission. You will cause delays in processing correspondence if you use the follow-up procedure for originating communication or filings.
When you send follow-up material to the Commission, you should put the following wording on the envelope and first page of the covering letter:
FOLLOW UP MATERIAL
ATTENTION: __________________________________________
(name of staff member)
FILED ON BEHALF OF: _________________________________
(name of issuer, dealer, etc)
If you intend that the Chairman or Superintendent personally review correspondence, you should indicate this on the envelope and letter.If you provide documents to the Commission for information only, you should clearly indicate on the face of the letter and all attachments that the copy is being filed for information purposes only and not pursuant to a statutory filing requirement. The Commission recommends the use of a stamp, such as: "FILED FOR INFORMATION PURPOSES ONLY". Staff will automatically place documents filed in this manner in the public file unless you have made an application for confidentiality.
CONFIDENTIALITY
Section 151 of the Securities Act provides that material filed with the Commission under the Act may be held in confidence only if, in the opinion of the Commission, the material discloses intimate financial, personal or other information, and the desirability of avoiding disclosure of the information outweighs the desirability of adhering to the principle of public disclosure. Therefore, if you wish information that you have filed with the Commission to be held in confidence, you must apply to the Division that reviews the information and give reasons why you are seeking confidentiality.
In addition to the general provision regarding confidentiality found in section 151 of the Securities Act, section 67(2) and (3) of the Securities Act provides for circumstances where a material change report may be kept confidential. Material change reports that are filed under section 67(2) of the Securities Act should be marked "confidential". Confidential material change reports and follow-up material should be addressed to the Secretary and enclosed in an envelope marked "Confidential - section 67 of the Act".
As a matter of practice, certain sensitive documents or information including certain registration information, are not made public. However, all Commission and Superintendent's orders, except those relating to investigations or frozen assets, are published in the Weekly Summary.
Under the Commodity Contract Act, the Commission will keep material filed with the Commission confidential unless disclosure would be required in the public interest. An exception to this practice is made with respect to certain orders concerning registration matters.
EXEMPTION APPLICATIONS
For information on how to prepare an application for an exemption order, you should refer to the Commission's published guidelines.
NOTICES OF REVIEW
The Commission has jurisdiction under securities and exchange contract legislation to review decisions made under the legislation by individual members of the Commission, Commission staff, the Vancouver Stock Exchange and the Pacific District of the Investment Dealers Association of Canada.
You may commence a proceeding before the Commission by filing a Notice of Review. The Notice should be sent to the Secretary of the Commission. For information on how to prepare a Notice of Review, you should refer to the Commission's published guidelines.
FEE CHECKLIST
Please use a fee checklist when filing documents with the Commission for which a fee is prescribed. The checklists, one for each of the Securities Act and the Commodity Contract Act, set out the fees prescribed in the regulations and assist in calculating the fees required.
REQUESTS FOR FORMS
Requests for Forms under the securities and exchange contracts legislation and the fee checklists, are handled through the Commission's receptionist on the 11th Floor.
DATED at Vancouver, British Columbia, on February 6, 1992.
Douglas M. Hyndman
Chairman
Attachment