NIN 98/10 - Proposed National Policy 34-201 and Multi-Jurisdictional Policy 34-202 Governing Conduct of Registrants and Rescission of National Policy Statements Nos. 17 and 18 [NIN - Rescinded]

The Commission, together with other members of the Canadian Securities Administrators ("CSA"), is publishing for comment the text of proposed policies governing certain conduct of registrants intended to update and replace National Policy Statements Nos. 17 and 18. The proposed policies are initiatives of the Canadian Securities Administrators (the "CSA") and are to be adopted as a policy in each of the jurisdictions represented in the CSA, except for Québec, which will not be adopting proposed Multi-Jurisdictional Policy 34-202.

The proposed policies contain footnotes that are not part of the policies themselves, but which have been included to provide background and explanation.

Terms used in the proposed policies that are defined or interpreted in a definition instrument in force in the jurisdiction should be read in accordance with that definition instrument, unless the context otherwise requires.

Proposed National Policy 34-201

Proposed National Policy 34-201, entitled "Breach of Requirements of Other Jurisdictions", provides notice to registrants, as well as applicants for registration or renewal or reinstatement of registration, that a breach by an applicant or a registrant of securities legislation and directions, or self-regulatory organization regulatory instruments, of another jurisdiction or a foreign jurisdiction may be considered to affect the fitness for registration or continued registration of the applicant or registrant.

The proposed National Policy is substantially similar to National Policy Statement No. 17, which it replaces, although it expands the scope of the types of breaches that may affect the fitness of a person for registration or continued registration and applies to both registrants and applicants for registration or renewal or reinstatement of registration.

Proposed Multi-Jurisdictional Policy 34-202

Proposed Multi-Jurisdictional Policy 34-202, entitled "Registrants Acting as Corporate Directors", is substantially similar to National Policy Statement No. 18, which it replaces, and addresses conflicts of interest that may arise when an individual registrant or a representative of a registrant acts as a director of or advisor to a reporting issuer, especially those conflicts relating to insider information and trading and timely disclosure.

The proposed Multi-Jurisdictional Policy also restates section 61(2) of the Securities Rules by noting that in British Columbia, a salesperson, advising employee and advising partner, director or officer may not act as a director or officer of a reporting issuer.

Comments

Interested parties are invited to make written submissions with respect to the proposed policies. Submissions received by April 15, 1998 will be considered. Submissions should be made to all of the Canadian securities regulatory authorities listed below, in care of the Ontario Securities Commission, in duplicate, as indicated below

British Columbia Securities Commission
Alberta Securities Commission
Saskatchewan Securities Commission
The Manitoba Securities Commission
Ontario Securities Commission
Office of the Administrator, Government of New Brunswick
Prince Edward Island Securities Commission
Nova Scotia Securities Commission
Securities Division, Government of Newfoundland and Labrador
Securities Registry, Government of the Northwest Territories
Registrar of Securities, Government of the Yukon Territory

c/o Daniel P. Iggers, Secretary
Ontario Securities Commission
20 Queen Street West
Suite 800, Box 55
Toronto, Ontario M5H 3S8

Submissions regarding proposed National Policy 34-201 should also be addressed to the Commission des valeurs mobilières du Québec as follows

Claude St Pierre, Secretary
Commission des valeurs mobilières du Québec
800 Victoria Square
Stock Exchange Tower
P.O. Box 246, 17th Floor
Montréal, Québec H4Z 1G3

A diskette containing the submissions (in DOS or Windows format, preferably WordPerfect) should also be submitted. As securities legislation in certain provinces requires that a summary of written comments received during the comment period be published, confidentiality of submissions received cannot be maintained.

Questions may be referred to any of:

Ross McLennan
Director, Registration
British Columbia Securities Commission
(604) 899-6685
0r 1-800-373-6393 (in B.C.)

Ken Parker
Director, Capital Markets
Alberta Securities Commission
(403) 297-3251

Barbara Shourounis
Executive Director
Saskatchewan Securities Commission
(306) 787-5645

Doug Brown
Assistant Counsel
Manitoba Securities Commission
(204) 945-0605

Richard Roberts
Registrar of Securities
Government of the Yukon Territory
(867) 667-5005

Gary MacDougall
Director of Legal Registries
Government of the Northwest Territories
(403) 873-7490

Nancy Ross
Legal Adviser - Registration, Market Operations Branch
Ontario Securities Commission
(416) 593-8154

Renée Piette
Financial Analyst
Commission des valeurs mobilières du Québec
(514) 873-5009

Donne Smith
Administrator
Office of the Administrator, Government of New Brunswick
(506) 658-3060

Elaine Anne MacGregor
Deputy Director, Capital Markets
Nova Scotia Securities Commission
(902) 424-7768

Ruth DeMone
Registrations Officer
Prince Edward Island Securities Commission
(902) 368-4550

Anthony Patey
Director of Securities
Securities Division-Department of Justice
Government of Newfoundland and Labrador
(709) 729-4189

DATED at Vancouver, British Columbia, on February 11, 1998

Douglas M. Hyndman
Chair