About the OSC
The Commission
The Ontario Securities Commission is the statutory body responsible for regulating Ontario’s capital markets in accordance with the mandate established in the provincial Securities Act and the Commodity Futures Act. The Commission’s mandate is to provide protection to investors from unfair, improper or fraudulent practices and to foster fair and efficient capital markets and confidence in capital markets.
As a regulatory body, the Commission is responsible for administering and enforcing the Securities Act and the Commodity Futures Act. The Commission performs the duties assigned to it under those Acts and certain other legislation.
The Commission is a self-funded Crown corporation, accountable to the Ontario Legislature through the Minister of Finance. The Securities Act requires that every five years the Commission and the Minister shall enter into a Memorandum of Understanding (MOU). The MOU describes the respective roles and responsibilities of the Minister and the Commission’s Chair and Board of Directors. The MOU also sets out the accountability relationship between the Commission and the Minister.
The Commission is composed of at least nine, but no more than 15 Members (Commissioners), each of whom is appointed for a fixed term by the Lieutenant Governor in Council. At present, the Commission has 14 Members. Four are full-time – Chair Howard I. Wetston Q.C., Vice-Chair Mary G. Condon, Vice-Chair James E.A. Turner and Vice-Chair Lawrence E. Ritchie – and 10 are part-time.
The Commission has two independent, but related, roles. It has a regulatory role and a role as the Board of Directors.
Role as a Regulator
As a securities regulator, the Commission performs both a policy and rule-making function and an adjudicative function.In its policy and rule-making function, the Commission makes rules that have the force of law and adopts policies that influence the activities of market participants. In general, market participants include public issuers of securities and anyone who sells securities in Ontario or gives advice about investing in them.
Members of the Commission generally meet every two weeks as a regulatory body to consider regulatory and policy initiatives. A statutory process generally provides opportunities for the public to comment on proposed rules and policies during their development. All proposed rules must be delivered to the Minister for his consideration.
In its adjudicative function, the Commission conducts administrative proceedings involving:
- enforcement matters and regulatory policy issues;
- reviews of adjudicative decisions of self-regulatory organizations; and
- reviews of decisions made by OSC staff.
Rules of Procedure apply to all adjudicative proceedings before the Commission where it is required by law to hold a hearing. These rules are designed to promote the fair conduct and resolution of proceedings in an expeditious and cost-effective manner.
The Commission has adopted guidelines for Members on the standards expected of them in the exercise of their adjudicative responsibilities. The purpose of the guidelines is to ensure that the adjudicative process is, and is seen to be, conducted with impartiality, integrity and independence.
In connection with its adjudicative role, the Commission also selects six Members to serve on its Adjudicative Committee. The Adjudicative Committee has a mandate to review and periodically evaluate the Commission’s adjudicative procedures and practices and, as appropriate, recommend improvements to the Commission. The Secretary to the Commission is an ex officio member of the Adjudicative Committee. The Chair of the Commission is not eligible to serve on the Adjudicative Committee.
Role as a Board
Members also serve as the Board of Directors of the OSC, with responsibilities for its overall stewardship.The Board’s duties include overseeing the management of the OSC’s financial affairs and approving its annual strategic and operating plans and budgets. The Chair of the Commission is both Chair of the Board and Chief Executive Officer, as set out under the Securities Act.
The Commission strives to conform, where appropriate for a regulatory body, to the best practices of corporate governance advocated for public companies, as those practices evolve. For example, a part-time Member is appointed by the other part-time Members of the Board to act as Lead Director to enhance the Board’s capacity for independent oversight. The Lead Director oversees the operations of the Board to ensure that it carries out its responsibilities effectively. Furthermore, the Lead Director consults the Chair and the chairs of the Board committees in this leadership role. The Lead Director also oversees the work of Board committees.
There are three standing committees of the Board: Audit and Finance, Governance and Nominating, and Human Resources and Compensation. The members and each of the chairs of these committees are part-time Members, with the exception of the Chair of the Commission, who is an ex officio, non-voting member of the Governance and Nominating Committee.
An External Compensation Committee reviews any compensation recommendations from the Human Resources and Compensation Committee. In general, the External Compensation Committee’s primary objective is to consider, from time to time, matters pertaining to compensation , and to recommend the maximum level of remuneration and benefits for Members.
Appointments
Every appointment to the Commission is made according to the procedures of the Public Appointments Secretariat of the Government of Ontario.The Commission maintains a Member Profile that was developed to identify the areas of expertise, skills and qualifications needed by the Commission collectively to fulfill its duties.
