Under subsection 200(2) of the Securities Act, the Lieutenant-Governor in Council makes the following Regulation:

Citation

1This Regulation may be cited as the General Regulation - Securities Act.

Definition of “Act”

2In this Regulation, “Act” means the Securities Act.

Definition of “employee of the Commission”

3In this Part, “employee of the Commission” means an individual employed or engaged in full-time employment by the Commission.

Application of Part

4(1)This Part applies to

(a)members of the Commission, and

(b)employees of the Commission.

4(2)Sections 6 and 7 do not apply to transactions in

(a)promissory notes, or

(b)securities in respect of which a person is exempted under the regulations made under the Act from the requirement to be registered under the Act.

4(3)Section 6 does not apply to an associate within the meaning of paragraph (d), (e) or (f) of the definition “associate” in subsection 1(1) of the Act if that associate effects the purchase or trade in the security in the associate’s sole discretion.

General conduct

5No individual to whom this Part applies shall

(a)engage directly or indirectly in any personal business transaction or private arrangement for personal profit which accrues from or is based on the individual’s official position or authority or on confidential information or non-public information which the individual gains by reason of such position or authority,

(b)act in a manner that might result in or create the appearance of

(iii)the efficiency of the Commission being impeded or the resources of the Commission being misused, or

(c)act in a manner that might result in the loss of public confidence in the integrity of the Commission,

(d)disclose, in advance or otherwise, confidential, non-public or official information unless authorized under the Act or the regulations under the Act to do so,

(e)use the individual’s official position or authority to act in a matter in which the individual has a personal interest,

(f)be involved, directly or indirectly, in any business or financial affairs or matters which may conflict with the individual’s official duties and responsibilities, or

(g)without the written permission of the Minister, hold office in or be a director of a reporting issuer.

Transactions

6(1)No individual to whom this Part applies shall, whether directly or indirectly or through an associate, do any of the following:

(a)purchase or trade in a security of an issuer with knowledge of a material fact or material change in respect of that issuer that the individual knows or ought reasonably to know has not been generally disclosed;

(b)if the individual knows a fact about an issuer or of a change in the affairs of an issuer and that the fact or change is a material fact or material change in respect of the issuer, inform, other than in the necessary course of duty, another person of that material fact or material change before it has been generally disclosed;

(c)purchase or trade in a security of an issuer when, in respect of any security held or issued by that issuer,

(i)the filing of a prospectus, a preliminary prospectus or an amendment to a prospectus is being processed,

(ii)60 days have not elapsed since the date a receipt for a prospectus, a preliminary prospectus or an amendment to a prospectus was issued,

(iii)an application is pending for a decision under the Act or the regulations under the Act by the Commission or the Executive Director, or

(iv)60 days have not elapsed since the date on which a decision was made under the Act or the regulations under the Act by the Commission or the Executive Director; or

(d)purchase or trade in a security of

(i)an issuer whose status is, under the Act or the regulations under the Act, being investigated or otherwise considered to determine the application of a provision of the Act or of the regulations under the Act, or

(ii)a person who is involved in a pending investigation, formal or otherwise, by the Commission or the Executive Director or who is involved in a proceeding before either of them or in a proceeding to which either of them is a party.

6(2)The Minister may require an individual who, while a member of the Commission, acquires a security as a result of an intentional or accidental violation of subsection (1) to dispose of the security.

6(3)The Commission may require an individual who, while an employee of the Commission, acquires a security as a result of an intentional or accidental violation of subsection (1) to dispose of the security.

Reporting to Minister or Commission

7(1)At the time of taking office or employment with the Commission, a member of the Commission shall provide the Minister, and an employee of the Commission shall provide the Commission, with a report disclosing the member’s or employee’s direct or indirect beneficial ownership of, or control or direction over, securities.

7(2)A member of the Commission shall report to the Minister, and an employee of the Commission shall report to the Commission, within 10 days following the end of the month in which a change occurs in the member’s or employee’s direct or indirect beneficial ownership of, or control or direction over, securities, disclosing

(a)the member’s or employee’s direct or indirect beneficial ownership of, or control or direction over, securities at the end of that month, and

(b)the change or changes in the member’s or employee’s direct or indirect beneficial ownership of, or control or direction over, securities that occurred during the month.

Disclosure of interest

8(1)An employee of the Commission shall advise the Executive Director if

(a)the employee has any interest in a security or any personal interest in an issuer or project that is the subject or part of the subject of any matter assigned to the employee as part of the employee’s duties, or

(b)the employee’s prior employment or relationship with any person or prior involvement with any project may prejudice or affect the employee’s work on any matter assigned to the employee as part of the employee’s duties.

8(2)The Executive Director or any member of the Commission shall advise the Chair if

(a)the Executive Director or member has any interest in a security or any personal interest in an issuer or project that is the subject or part of the subject of any matter being dealt with by the Executive Director or member in the exercise or performance of the powers or duties of the Executive Director or member under the Act or the regulations under the Act, or

(b)in relation to any matter being dealt with by the Executive Director or the member, the Executive Director’s or member’s prior employment or relationship with any person or prior involvement with any project may prejudice or affect the exercise or performance of the Executive Director’s or member’s powers or duties under the Act or the regulations under the Act.

8(3)The Chair shall advise the Minister if

(a)the Chair has any interest in a security or any personal interest in an issuer or project that is the subject or part of the subject of any matter being dealt with by the Chair in the exercise or performance of the powers or duties of the Chair under the Act or the regulations under the Act, or

(b)in relation to any matter being dealt with by the Chair, the Chair’s prior employment or relationship with any person or prior involvement with any project may prejudice or affect the Chair’s exercise or performance of the Chair’s powers or duties under the Act or the regulations under the Act.

Application of Part

Repealed: 2008-82

2008-82

9 Repealed: 2008-82

2008-82

Notice

Repealed: 2008-82

2008-82

10 Repealed: 2008-82

2008-82

Oral and documentary evidence

Repealed: 2008-82

2008-82

11 Repealed: 2008-82

2008-82

Representation by legal counsel

Repealed: 2008-82

2008-82

12 Repealed: 2008-82

2008-82

Decision

Repealed: 2008-82

2008-82

13 Repealed: 2008-82

2008-82

When hearing public

Repealed: 2008-82

2008-82

14 Repealed: 2008-82

2008-82

Sufficiency of notice

Repealed: 2008-82

2008-82

15 Repealed: 2008-82

2008-82

Publication of notice and proposed rule

16Before making a rule under section 200 of the Act, the Commission shall

(a)publish electronically

(iii)a statement that comments in writing may be made to the Commission in respect of the proposed rule within 60 days after the date on which the proposed rule was published under this paragraph, and

(iv)the name, address and telephone number of the contact person to whom comments referred to in subparagraph (iii) may be made,

(b)publish in The Royal Gazette a notice of the proposed rule that sets out

(ii)a statement that comments in writing may be made to the Commission in respect of the proposed rule within 60 days after the date the proposed rule was published under paragraph (a),

(iii)the name, address and telephone number of the contact person to whom comments referred to in subparagraph (ii) may be made, and

(iv)the address at which a printed copy of the proposed rule may be obtained and the web site at which the proposed rule is published electronically,

(c)comply with section 18, if applicable,

(d)comply with subsection 19(1) or (2), and

(e)obtain the Minister’s written consent to the proposed rule being made.

Exemption

17The Commission is not required to comply with the requirements of paragraphs 16(a), (b) and (c) and section 18 if

(a)all of the persons who would be subject to the proposed rule are named in the proposed rule, a copy of the proposed rule is sent to each of them and they are given an opportunity to make written representations with respect to it,

(b)the proposed rule grants an exemption or removes a restriction, and the Commission is of the opinion that the proposed rule would not likely have a substantial effect on the interests of persons other than those who would benefit under the proposed rule, or

(c)the proposed rule would be an amendment or variation that in the opinion of the Commission would not materially change an existing rule.

Alteration of proposed rule

18If, after the proposed rule has been published under paragraph 16(a), the Commission wishes to alter the proposed rule, the Commission shall, if in its opinion the alterations would materially change the proposed rule,

(a)publish electronically

(iii)a statement that comments in writing may be made to the Commission in respect of the altered proposed rule within 60 days after the date on which the altered proposed rule was published under this paragraph, and

(iv)the name, address and telephone number of the contact person to whom comments referred to in subparagraph (iii) may be made, and

(b)publish in The Royal Gazette a notice of its intention to alter the proposed rule that sets out

(ii)a statement that comments in writing may be made to the Commission in respect of the altered proposed rule within 60 days after the date on which the altered proposed rule was published under paragraph (a),

(iii)the name, address and telephone number of the contact person to whom comments referred to in subparagraph (ii) may be made, and

(iv)the address at which a printed copy of the altered proposed rule may be obtained and the web site at which the altered proposed rule is published electronically.

Information to be provided to Minister

19(1)After the expiry of the 60-day period referred to in subparagraph 16(a)(iii) or 18(a)(iii), as the case may be, the Commission shall provide the Minister with

(a)a copy of the proposed rule, with any alterations incorporated,

(b)a copy of the notice published under paragraph 16(b) and a copy of the notice, if any, published under paragraph 18(b),

(c)a copy of the written comments received in response to the statement published under subparagraph 16(a)(iii) or to the notice published under paragraph 16(b) and in response to the statement, if any, published under subparagraph 18(a)(iii) or to the notice, if any, published under paragraph 18(b), and

(d)any other information requested by the Minister.

19(2)If, in accordance with section 17, the Commission is not required to comply with the requirements of paragraphs 16(a), (b) and (c) and section 18, the Commission shall, in order to obtain the consent of the Minister to the proposed rule being made, provide the Minister with

(a)a copy of the proposed rule,

(b)a copy of the written representations, if any, received in response to the proposed rule, and

(c)any other information requested by the Minister.

19(3)Within 60 days after receiving the information and material referred to in subsection (1) or (2), the Minister may, in writing,

(a)consent to the proposed rule being made,

(b)refuse to consent to the proposed rule being made, or

(c)direct the Commission to reconsider the proposed rule and include any direction for the Commission to follow that the Minister considers appropriate.

19(4)If, within 60 days after receipt of the information and material referred to in subsection (1) or (2), the Minister does not consent to or refuse to consent to the proposed rule being made or direct the Commission to reconsider the proposed rule, the Minister shall be deemed to have consented to the proposed rule being made and the Commission shall be deemed to have obtained the Minister’s written consent to the proposed rule being made for the purposes of paragraph 16(e).

Emergency rules

20(1)The Commission may make rules under section 200 of the Act without complying with sections 16 and 18 and subsection 19(1)

(a)if the Commission is of the opinion that

(i)it is in the public interest to make the proposed rule without delay because there is an urgent need for the proposed rule, and

(ii)without the proposed rule being made, there is a substantial risk of material harm to investors or to the integrity of capital markets, and

(b)if the Commission has provided the Minister with

(iii)the date on which the proposed rule will be published under paragraph 201(1)(a) of the Act and will thereby come into force, and

20(2)A rule made by the Commission under subsection (1) ceases to be effective after 275 days from the day the rule comes into force unless within that 275-day period the Commission complies with section 16 as if the rule were a proposed rule, and, for the purposes of this subsection, a reference to “being made” in paragraph 16(e), subsection 19(2), paragraphs 19(3)(a) and (b) and subsection 19(4) shall be read as a reference to “continuing in force”.

Notice of rule

21A notice required to be published under paragraph 201(1)(b) of the Act shall set out the following:

(a)the title of the rule;

(b)for rules other than rules made in the circumstances set out in section 20, the date of the written consent or the deemed consent of the Minister to the rule being made;

(c)a summary of the rule;

(d)in the case of a rule made in the circumstances set out in section 20, an explanation of the nature of the urgency and the risk;

(e)the date on which the rule came into force; and

(f)the address at which a printed copy of the rule may be obtained and the web site at which the rule is published electronically.

Commencement of rules

22A rule comes into force on the day the rule is published electronically by the Commission as required under paragraph 201(1)(a) of the Act or on such later date as is specified in the rule.