Canadian Securities Administrators

The CSA consists of securities regulators of the 10 provinces and 3 territories of Canada.[7] The CSA Chairs are the respective chairs of the securities regulators of the 10 provinces and 3 territories of Canada.[8] They meet quarterly in person. A chair and vice-chair of the CSA are elected by members for two year terms.[7]

Each CSA member has its own staff who work on policy development and deliver regulatory programs through their participation in CSA Committees, which can include permanent committees and project committees. The latter are formed to work on specific policy projects, and can deal with subjects such as short- and long-form prospectuses, continuous disclosure, proportionate regulation, and investor confidence.

Standing committees include: Executive Directors, Enforcement, Market Oversight, Registrant Regulation, Investment Funds and Investor Education.[7]

In August 2003, the CSA established the Policy Coordination Committee, which oversees CSA's policy development initiatives, facilitates decision-making, as well as acting as a forum for resolution of policy development issues, monitors ongoing issues, and provides recommendations to the CSA chairs for their resolution.[7]

Its members are the chairs of eight regulators—Alberta, British Columbia, Manitoba, New Brunswick, Nova Scotia, Ontario, Québec, and Saskatchewan. As of May 2021, the committee's chair is Grant Vingoe, the acting chair and Chief Executive Officer of the Ontario Securities Commission.[7]

The National Registration Database (NRD) is a Canadian web-based database that allows security dealers and investment advisors to file registration forms electronically. (An individual or company in Canada who trades or underwrites securities, or provides investment advice, must register annually with one or more provincial securities regulators.) Created to replace the original paper form system, the NRD increases the efficiency of information filing and sharing between provincial security regulators.[3]

In 2001, the CSA commissioned a study that estimated the total economic benefits of such a database to the Canadian financial services industry would be $85 million over a 5-year period. The NRD was subsequently launched in 2003, initiated by the CSA and the Investment Industry Regulatory Organization of Canada (IIROC).[3]

The NRD has two websites: the NRD Information Website, which contains information for the public; and the National Registration Database, for use by authorized representatives.[3] The National Registration Search (NRS) contains the names of all registrants (individuals and firms) in Canada.[24]

The System for Electronic Document Analysis and Retrieval (SEDAR)[22] is a mandatory, electronic document filing and retrieval system that allows listed Canadian public companies to report their securities-related information with Canada's securities regulation authorities. It is operated and administered by CGI Information Systems and Management Consultants Inc. (CGI), the filing service contractor appointed by the Canadian Securities Administrators.[26]

It is similar to EDGAR, the filing system operated by the U.S. Securities and Exchange Commission for American public companies.[5][26]

Through registered filing agents, public companies file documents such as prospectuses, financial statements, and material change reports. In the interest of transparency and full disclosure, these documents are accessible to the public. The reports that are available on SEDAR indicate the fiscal health of public companies and investment funds, and investors who want specific materials on a specific company can search the SEDAR database for the company or investment fund. These searches can be made by company name, industry group, document type or date filed; its results are rendered in PDF format.[26]

The SEDAR database was established by the CSA in 1997. Documents filed with regulators prior to the implementation of SEDAR may be available from the individual securities commissions; however, in the case of the British Columbia Securities Commission, historical filings are unretrievable and may have been destroyed.

Passport is a regulatory system that provides market participants automatic access to the capital markets in all Canadian jurisdictions, except Ontario, by registering only with its principal regulator and meeting the requirements of one set of harmonized laws. In brief, the system provides market participants with streamlined access to Canada's capital markets.[29]

Participants of the Passport system are the governments of all Canadian provinces and territories, excluding Ontario. To access the market in Ontario, non-Ontario market participants may use an interface system in which the Ontario Securities Commission (OSC) makes its own decisions, but generally relies on the review by the principal regulator. To achieve maximum efficiency for the benefit of the market, the passport regulators accept the OSC's decisions under Passport.[29]

The Joint Forum of Financial Market Regulators coordinates and streamlines the regulation of products and services in the Canadian financial markets.[29]

The Forum includes representatives of the CSA, along with those of the Canadian Council of Insurance Regulators (CCIR) and the Canadian Association of Pension Supervisory Authorities (CAPSA);[29] it also includes representation from the Canadian Insurance Services Regulatory Organizations (CISRO).[30]

The Joint Forum was founded in 1999 by CSA, CCIR, and CAPSA.[30]

The CSA brings together provincial and territorial securities regulators to share information and design policies and regulations that are consistent across the country, ensuring the smooth operation of Canada's securities industry. By collaborating on rules, regulations, and other programs, the CSA helps avoid duplication of work and streamlines the regulatory process for companies seeking to raise investment capital and others working in the investment industry.[31]

As a result of the coordination efforts of the CSA, securities markets are governed by harmonized national or multilateral instruments, which are assigned uniform 5-digit numbers, starting with a number that represents one of the 9 subject matter categories:[31]

1. Procedure and Related Matters
2. Certain Capital Market Participants
3. Registration Requirements and Related Matters
4. Distribution Requirements
5. Ongoing Requirements for Issuers and Insiders
6. Takeover Bids and Special Transactions
7. Securities Transactions Outside the Jurisdiction
8. Investment Funds
9. Derivatives

The CSA's impact on most Canadians comes through its efforts to help educate Canadians about the securities industry, the stock markets and how to protect investors from investment scams. The CSA provides a wide variety of educational materials on securities and investing. It has produced brochures and booklets explaining various topics such as how to choose a financial adviser, mutual funds, and investing via the internet. The CSA coordinates various annual investor education initiatives, including the Financial Literacy Month in November and the Fraud Prevention Month in March.

The CSA publishes on its website a wide range of communications and public information tools, including news releases regarding newly adopted or proposed national or multilateral rules and regulations, investor education materials, enforcement reports and materials and investor research studies.

• Annual Enforcement Report[32] — While most enforcement activity is conducted locally, CSA members also coordinate multi-jurisdictional investigations and share tools and techniques that help their staff investigate and prosecute securities law violations that cross borders. Every year, the CSA publishes on its website an Enforcement Report, which provides an overview of enforcement actions taken by CSA members in such broad categories as fraud, illegal distribution, misconduct by registrants, illegal insider trading, disclosure violations, and market manipulation.
• Investor Alerts[33] — The CSA maintains on its website a non-exhaustive list of CSA member investor alerts to assist the public and the securities industry in conducting due diligence. The subjects of these alerts are persons and/or companies who appear to be engaging in securities activities that may pose a risk to investors.
• Disciplined Persons List[34] — The disciplined persons list, maintained by the CSA on its website, is intended to assist the public and the securities industry in conducting due diligence. It contains orders issued by its members, as well as those issued by self-regulatory organizations (SROs).