Whistleblowers who meet certain criteria may be eligible for an award if their information leads to an administrative proceeding in which over $1 million in total monetary sanctions is ordered and/or voluntary payments are made to the OSC.
- Whistleblower reports must meet information eligibility criteria; and
- Whistleblowers must meet individual eligibility criteria.
The range for awards is 5% to 15% of the total monetary sanctions ordered and/or voluntary payments made, up to a maximum of $5 million. The Commission will determine the percentage amount based on a number of factors described in OSC Policy 15-601 - Whistleblower Program. The amount awarded also depends on the total money collected by the OSC.
Whistleblowers who have participated in the misconduct may still be eligible for an award. The degree to which a whistleblower is complicit in the misconduct being reported is a factor that may decrease the amount of any possible award.
Information relating to criminal or quasi-criminal cases is not eligible for a financial award under the Whistleblower Program.
To be eligible for an award, a whistleblower's report must include original information that is voluntarily provided regarding possible violation(s) of Ontario securities law (see our Submission Guide: Types of Misconduct to Report for examples).
This information must be of high quality and contain sufficient timely, specific and credible facts such that it is of meaningful assistance to an investigation.
Original information is information that is not already known to the OSC from any other source, and that the whistleblower has obtained in one of the following two ways:
- Independent knowledge: information derived from a whistleblower's experiences, communications, or observations in employment, business, or social interactions; or
- Independent analysis: critical analysis of publicly available information or data that reveals additional insight that is not generally known or available to the public.
Voluntarily provided information
Information is voluntarily provided to the OSC if a whistleblower or their lawyer provides that information before receiving a request (by summons or otherwise) from the OSC, another securities regulator, a self-regulatory organization (such as the Investment Industry Regulatory Organization of Canada or the Mutual Fund Dealers Association), or a law enforcement agency.
Information is not considered to be voluntarily reported if it is provided in connection with a whistleblower's pre-existing reporting obligations.
Information ineligible for a whistleblower award includes information that is misleading, untrue, speculative, non-specific, publicly known, or subject to solicitor-client privilege. Some examples of information that would generally be ineligible for an award include:
- Information exchanged by a lawyer and their client;
- From allegations made by a third-party in another forum, for example, court filings, unless the whistleblower is the source of that information; or
- Illegal action by any means that violates applicable criminal law.
Internal reporting of information
Where entities have internal compliance and reporting mechanisms to identify and address potential misconduct, the OSC encourages whistleblowers who are employees to report the misconduct by these means whenever possible.
Whistleblowers are not required to report internally to be eligible for an award.
Whistleblowers who report internally must also submit a Whistleblower Submission Form to the OSC's Office of the Whistleblower within 120 days of their internal report to be eligible for an award.
Employees, former employees, suppliers, contractors, clients, and anyone else that has voluntarily provided high quality, original information may be eligible for an award.
Businesses and organizations cannot be whistleblowers.
Individuals with roles in compliance, investigation, or audit functions; including in-house counsel, officers, members of the board of directors, chief compliance officers, and auditors are generally not eligible for an award. However, they may be eligible for an award if they meet one of the conditions outlined in Section 15(2) of OSC Policy 15-601. For example, these individuals who reported the misconduct internally may be eligible for an award provided that they waited at least 120 days before submitting a report to the OSC's Office of the Whistleblower.
Individual eligibility in anonymous submissions
Whistleblowers who report information anonymously through their lawyer may still be eligible for an award.
Before an award is paid out, anonymous whistleblowers will have to identify themselves to the OSC so that the OSC may determine their eligibility for the award.
Multiple independent whistleblowers
If multiple whistleblowers independently report information relating to the same misconduct, they are placed in line for awards, based on the timing of their report submission to the OSC's Office of the Whistleblower. The first fully eligible whistleblower in line may receive an award, provided they meet all other eligibility criteria.
Multiple whistleblowers reporting together
Individual whistleblowers who jointly submit a report to the OSC's Office of the Whistleblower may be eligible for an award.
The OSC will consider various factors including the amount and effectiveness of the assistance provided by the whistleblowers to determine how to apportion an award among multiple whistleblowers.
Timelines for awards
Awards are paid after cases are concluded and all rights to appeal have expired. Investigations and proceedings involving securities-related misconduct can be complex, and may take several years to complete before an award can be made.
Amount of an award
If a whistleblower is eligible for an award, the amount of the award depends on the total monetary sanctions imposed and/or voluntary payments made, the amount of money collected by the OSC, and various other factors.
The award will be between 5% and 15% of the total monetary sanctions ordered and/or voluntary payments made, up to a maximum of $1.5 million. However, the maximum will increase up to $5 million if (a) total monetary sanctions ordered and/or voluntary payments exceed $10 million, and (b) $10 million or more has been collected by the OSC.
Factors affecting awards
The Commission receives a recommendation from OSC Staff on a whistleblower’s eligibility and, if eligible, the recommended amount for the whistleblower award. The Commission will then determine whether the whistleblower is eligible and can exercise its discretion to modify the amount to be awarded to the whistleblower.
Examples of factors that affect the amount of an award include:
- The timeliness and significance of the information provided by the whistleblower;
- The whistleblower's degree of cooperation;
- The whistleblower's internal reporting efforts, if any, if applicable; and
- The whistleblower's culpability in the misconduct, if any.
The information provided on this page is intended to provide a general summary of certain key features of the OSC Whistleblower Program. It does not purport to be a complete or comprehensive discussion of all aspects of the Whistleblower Program, is not legal or other professional advice, and should not be relied upon or regarded as a substitute for legal or other professional advice. For detailed information about the Program, including eligibility requirements and certain limitations that apply, we recommend that you read the full text of the official OSC Whistleblower Policy: OSC Policy 15-601 - Whistleblower Program.