The Ontario Securities Commission and the Autorité des marchés financiers publish multilateral continuous disclosure review and guidance for Independent Review Committees

Toronto – The Ontario Securities Commission (OSC) and the Autorité des marchés financiers (AMF) today published a multilateral Staff Notice on the results of a targeted review undertaken by staff of the two commissions.  

The review included investment funds managed by 24 Investment Fund Managers (IFMs) whose principal regulator is either the OSC or the AMF. Investment funds managed by the IFMs included conventional mutual funds, exchange-traded funds, scholarship plans and alternative funds to reflect a fair representation of fund types and sizes.

Staff reviewed prospectuses (long form or simplified prospectus as applicable to the fund), annual information forms (AIF), the Independent Review Committee (IRC) Report to Securityholders, and the websites of the IFM or funds as applicable.

The review noted that several IRCs have members with terms longer than six years. IRCs are encouraged to strive for ongoing turnover and fresh perspectives on conflicts of interest by limiting IRC terms to a maximum of six years, except in limited circumstances. IFMs are encouraged to take a broad view of what constitutes a ‘conflict of interest matter’ and to err on the side of caution to refer an actual or perceived conflict of interest to the IRC. Diversity in IRC membership beyond ‘skill-set’ may lead to better decision making and good governance.

IFMs and IRCs are encouraged to use the guidance provided in this Notice to further enhance and support their roles under National Instrument 81-107Independent Review Committee for Investment Funds.

CSA Multilateral Staff Notice 81-337 Targeted Continuous Disclosure Review and Guidance for Independent Review Committees for Investment Funds is available on the websites of the Ontario Securities Commission and the Autorité des marchés financiers.

The CSA, the council of securities regulators of Canada’s provinces and territories, coordinates and harmonizes regulation for the Canadian capital markets.

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