Proposed Companion Policy: NI - 55-101 - Insider Reporting Exemptions

 

COMPANION POLICY 55-101CP
TO NATIONAL INSTRUMENT 55-101
EXEMPTION FROM CERTAIN INSIDER
REPORTING REQUIREMENTS

 

PART 1 PURPOSE

1.1 Purpose - The purpose of this Companion Policy is to set out the views ofthe Canadian securities regulatory authorities on various matters relating toNational Instrument 55-101 Exemption from Certain Insider ReportingRequirements (the "Instrument").

PART 2 DEFINITIONS

2.1 Definitions - The definition of automatic securities purchase plan in theInstrument includes employee share purchase plans and dividendreinvestment plans so long as the criteria in the definition are met. Thedefinition does not include the optional cash purchase components ofdividend reinvestment plans or share purchase plans and does not includestock option plans as those components and plans cannot meet the criteria.

PART 3 SCOPE OF EXEMPTION

3.1 Scope of Exemption - The exemption under the Instrument is only anexemption from the insider reporting requirement and is not an exemptionfrom the provisions in Canadian securities legislation imposing liability forimproper insider trading.

PART 4 NON-PLAN ACQUISITIONS

4.1 Non-Plan Acquisitions

(1) Section 4.1 of the Instrument provides an exemption from the insiderreporting requirement for acquisitions by a director or senior officerof a reporting issuer of securities of the reporting issuer through anautomatic securities purchase plan.

(2) A person relying on this exemption must report all acquisitions underthe automatic securities purchase plan no later than 90 days after theend of the financial year of the reporting issuer.

(3) This section does not relieve a director or senior officer from his orher insider reporting obligations in respect of any other acquisitionsor dispositions of securities.

(4) A director or senior officer must report other acquisitions ordispositions of securities within the time periods prescribed bysecurities legislation. The report for those acquisitions or dispositionsdoes not have to include acquisitions under the automatic securitiespurchase plan unless section 4.3 of the Instrument requires thereporting of those acquisitions. It would however be prudent practicefor the director or senior officer to indicate in the "Remarks" sectionof the insider report that he or she participates in an automaticsecurities purchase plan and that purchases under that plan have notbeen included in the report.

(5) The report that an insider files for acquisitions under the automaticsecurities purchase plan in accordance with section 4.3 of theInstrument must reconcile the acquisitions under the plan with otheracquisitions or dispositions by the director or senior officer so that thereport provides an accurate listing of the director's or senior officer'stotal holdings. As required by securities legislation, the report filedby the insider must differentiate between securities held directly andindirectly and must indicate the registered holder if securities are heldindirectly. In the case of securities acquired through a plan, theregistered holder is often a trustee or plan administrator.

PART 5 EXISTING EXEMPTIONS

5.1 Existing Exemptions - If the Canadian securities regulatory authoritieshave issued orders in the past exempting certain insiders, on conditions,from all or part of the insider reporting requirement, these orders remain ineffect and, subject to their terms, can be relied on despite implementation ofthe Instrument.