Investors Group Inc. - MRRS Decision
Headnote
Mutual Reliance Review System for ExemptiveRelief Applications - relief granted to certain vice presidentsof a reporting issuer from the insider reporting requirementssubject to certain conditions as outlined in CSA Staff Notice55-306 - Applications for Relief from the Insider ReportingRequirements by Certain Vice Presidents.
Statutes Cited
Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 1(1), 107, 108, 121(2)(a)(ii).
Regulations Cited
Regulation made under the Securities Act, R.R.O.1990, Reg. 1015, as am., Part VIII.
Rules Cited
National Instrument 55-101 - Exemption FromCertain Insider Reporting Requirements.
IN THE MATTER OF
THE SECURITIES LEGISLATIONOF
ALBERTA, MANITOBA, NEWFOUNDLANDAND LABRADOR,
NOVA SCOTIA, ONTARIO, QUÉBECAND SASKATCHEWAN
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEWSYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
INVESTORS GROUP INC.
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Alberta, Manitoba, Newfoundland and Labrador, Nova Scotia,Ontario, Québec and Saskatchewan (collectively, the "Jurisdictions")has received an application from Investors Group Inc. ("InvestorsGroup") and Mackenzie Financial Corporation ("MFC")for a decision under the securities legislation of the Jurisdictions(the "Legislation") that the requirement containedin the Legislation to file "insider" reports shallnot apply to certain individuals who are insiders of InvestorsGroup by reason of being an officer of MFC and having the titleVice-President or Assistant Vice-President;
AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Manitoba Securities Commission is the principal regulatorfor this application;
AND WHEREAS, unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 Definitions or in Québec Commission Notice 14-101;
AND WHEREAS Investors Group and MFC haverepresented to the Decision Makers that:
1. Investors Group is a corporation incorporatedunder the Canada Business Corporation Act. It is areporting issuer in each of the provinces and territoriesof Canada.
2. MFC is a corporation incorporated underthe Business Corporations Act (Ontario). MFC was areporting issuer in each of the provinces and territoriesof Canada. Investors Group indirectly acquired 100% of MFC'soutstanding shares in April 2001. MFC ceased to be a reportingissuer pursuant to a MRRS Decision Document dated July 26,2001.
3. MFC is a "major subsidiary" ofInvestors Group as defined in National Instrument 55-101 -Exemption from certain Insider Reporting Requirements ("NI55 - 101").
4. Investors Group is not in default of anyrequirements under the Legislation.
5. As of October 21, 2002, there were 121"insiders" of Investors Group who were insidersas a result of being an officer or director of MFC.
6. None of the Exempt VPs (as defined below)are otherwise exempt from the insider reporting requirementsby reason of an existing exemption order.
7. The relief sought in this application isbeing sought on behalf of 56 insiders of Investors Group whoare Vice-Presidents or Assistant Vice-Presidents of MFC andwho meet the criteria in CSA Staff Notice 55-306 (the "StaffNotice") to be considered "nominal vice-presidents".These individuals are collectively referred to herein as the"Exempt VPs".
8. None of the Exempt VPs are in charge ofa principal business unit, division or function of InvestorsGroup, or a "major subsidiary" (as that term isdefined in NI 55-101) of Investors Group including MFC. TheExempt VPs do not, in the ordinary course of their employment,receive notice of or have access to information as to materialfacts or material changes in respect of Investors Group priorto the general disclosure to the public of such facts or changes.In addition, none of the Exempt VPs are insiders of InvestorsGroup in any other reporting capacity.
9. Investors Group has developed policiesand procedures with respect to "insider" tradingthat govern all "insiders" and that also apply toemployees who have knowledge of material undisclosed information(collectively, the "Insider Trading Policy"). TheInsider Trading Policy sets out the following two generalguidelines with respect to trading in the securities of InvestorsGroup: (i) insiders should not deal in securities of InvestorsGroup if in possession of material undisclosed information;and (ii) insiders in possession of material undisclosed informationshould not communicate this information to any other person,other than if it is necessary to carry out their duties. Inaddition, the Insider Trading Policy sets out specific "ClosedPeriods" when no trading may take place by insiders withoutthe prior approval of the Chairman or the President of InvestorsGroup. These Closed Periods include the periods around thepreparation of financial results.
10. Investors Group has established a compliancecommittee (as defined in this paragraph) to determine whowill be an Exempt VP and to inform insiders of their obligationsas insiders to file insider reports and their obligation tonotify the Compliance Committee of any changes to their jobdescriptions so that the Compliance Committee can make a determinationas to whether that insider should be added to or removed fromthe list of Exempt VPs. For the purpose of this decision,the Compliance Committee will be comprised of: (a) the seniorvice-president and general counsel of Investors Group and(b) the corporate secretary of Investors Group (together,the Investors Group representatives); (c) the senior vice-president/generalcounsel of MFC; (d) the senior law clerk of MFC and (e) thechief compliance officer of MFC ((c), (d) and (e) together,the MFC representatives) (the "Compliance Committee").
11. In compiling the list of Exempt VPs, theCompliance Committee considered the job requirements and principalfunctions of MFC's Vice-Presidents and Assistant Vice-Presidentsto determine which of them met the definition of "nominalvice-president" contained in the Staff Notice. In theopinion of the Compliance Committee, the Exempt VPs meet thecriteria set out in the Staff Notice.
12. The Compliance Committee will assess anyfuture employee of MFC who has the title of Vice-Presidentor Assistant Vice-President on the same basis as set out above,and will re-assess all Exempt VPs who experience a changein job requirements or functions, to determine if such individualsmeet, or continue to meet, the definition of "nominalvice-president" contained in the Staff Notice. This processwill be carried out as follows: all individuals who are AssistantVice-Presidents or Vice-Presidents will be reviewed by theMFC representatives on the Compliance Committee who will thenprovide their recommendation as to who qualifies as an ExemptVP. Subsequently, this list will be provided to the InvestorsGroup representatives who will have the opportunity to questionthe MFC recommendations or to accept them.
13. If an individual who is designated asan Exempt VP no longer satisfies the definition of "nominalvice-president" contained in the Staff Notice, the individualwill be added to the list of Investors Group insiders, givena copy of the Insider Trading Policy that applies to insidersof Investors Group, a member of the Compliance Committee willexplain the trading policies to such insider and confirm withsuch insider in writing that he or she understands their obligationto file insider reports in accordance with securities legislationand that he or she undertakes to comply with such requirements.
14. Investors Group has filed with the DecisionMakers in connection with this application a copy of its InsiderTrading Policy and the list of Exempt VPs.
AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each Decision Maker(collectively, the "Decision");
AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;
THE DECISION of the Decision Makers underthe Legislation is that the requirement contained in the Legislationto file insider reports shall not apply to the Exempt VPs orto any other employee of MFC who hereafter acquires the titleVice-President or Assistant Vice-President provided that:
(a) the individual satisfies the definitionof "nominal vice-president" contained in the StaffNotice;
(b) Investors Group prepares and maintainsa list of all individuals who propose to rely on the exemptiongranted, submits the list on an annual basis to the boardof directors of Investors Group for approval, and filesthe list with the Decision Makers;
(c) Investors Group files with the DecisionMakers a copy of its Insider Trading Policy; and
(d) the relief granted will cease to beeffective on the date when NI 55-101 is amended.
February 5, 2003.
"Doug Brown"