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Mosaic 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
BRITISH COLUMBIA, ALBERTA,SASKATCHEWAN,
MANITOBA, ONTARIO, QUEBEC,NOVA SCOTIA AND
NEWFOUNDLAND AND LABRADOR
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEWSYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
MOSAIC GROUP INC.
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof British Columbia, Alberta, Saskatchewan, Manitoba, Ontario,Nova Scotia, Quebec and Newfoundland and Labrador (the "Jurisdictions")has received an application from Mosaic Group Inc. ("Mosaic")for a decision pursuant to the securities legislation of theJurisdictions (the "Legislation") that the requirementcontained in the Legislation to file insider reports shall notapply to certain individuals who are insiders of Mosaic by reasonof having the title Vice-President;
AND WHEREAS pursuant to the Mutual RelianceSystem for Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the principal regulatorfor this application;
AND WHEREAS Mosaic has represented tothe Decision Makers that:
1. Mosaic is a corporation continued underthe Canadian Business Corporations Act;
2. Mosaic is a reporting issuer or the equivalentthereof in each province and territory of Canada and its commonshares are listed on the Toronto Stock Exchange under thesymbol "MGX";
3. Mosaic is not on the list of defaultingreporting issuers maintained pursuant to the Legislation;
4. Mosaic owns or controls 18 operating and20 non-operating subsidiaries worldwide (individually a "Subsidiary",collectively the "Subsidiaries");
5. Mosaic has 119 persons who are insidersby reason of being a director or senior officer of Mosaicor its Subsidiaries (the "Insiders");
6. Mosaic has 54 Insiders exempt from theinsider reporting requirements contained in the Legislationby reason of National Instrument 55-101 ("NI 55-101").Mosaic has previously applied for and obtained exemptive relieffrom the insider reporting requirements in respect of directorsand senior officers of certain of its Subsidiaries, whichrelief is evidenced by the decision of the Decision Makersdated September 15, 1999 (reported at (1999), 22 O.S.C.B.6258) and by the decision of the Decision Makers dated November21, 2000 (reported at (2000), 23 O.S.C.B. 8096);
7. Mosaic has developed a corporate disclosurepolicy (the "Disclosure Policy"), a blackout policyand a policy and procedures governing insider trading (the"Blackout Policy") that apply to all of the Insiders;
8. The objective of the Disclosure Policyis to ensure that communications to the investing public aboutMosaic are timely, factual, accurate and broadly disseminatedin accordance with all applicable legal and regulatory requirements;
9. Mosaic has developed the Blackout Policyto ensure that its directors, officers and designated employeeswho are "insiders" under the Legislation are awareof their responsibilities under the Legislation and to assistthem in complying with the Legislation;
10. The Disclosure Policy and the BlackoutPolicy also apply to other employees of Mosaic who have knowledgeof material undisclosed information;
11. Under the Disclosure Policy and the BlackoutPolicy, Insiders and other employees with knowledge of materialundisclosed information may not trade in securities of Mosaic.In addition, under the Blackout Policy, neither Insiders noremployees may trade in securities of Mosaic during "blackout"periods around the preparation of financial results or anyother "blackout" period as determined by managementof Mosaic;
12. Management of Mosaic considered the jobrequirements and principal functions of the Insiders to determinewhich of them met the definition of "nominal vice-president"contained in Canadian Securities Administrators Staff Notice55-306 (the "Staff Notice") and has compiled a listof those Insiders who meet the criteria set out in the StaffNotice (the "Exempted Vice-Presidents");
13. Each of the Exempted Vice-Presidents:
(a) is a vice-president of Mosaic or itsmajor subsidiaries (as that term is defined in NI 55-101)(the "Major Subsidiaries");
(b) is not in charge of a principal businessunit, division or function of Mosaic or a Major Subsidiaryof Mosaic;
(c) does not in the ordinary course receiveor have access to information regarding material facts ormaterial changes concerning Mosaic before the material factsor material changes are generally disclosed; and
(d) is not an insider of Mosaic in any capacityother than as a vice-president;
14. Mosaic shall maintain a continuous reviewof the relevant facts contained in the representations uponwhich this Decision (as hereinafter defined) is made and shalladvise the Commission promptly in writing of any changes inany such facts, including the name of every person who isexempted by this Decision or ceases to be exempted by thisDecision;
15. Mosaic shall maintain a list of all personsexempted from the Insider Reporting Requirements by this Decisionand shall, at the request of the Decision Makers, promptlyfurnish any information reasonably necessary for the DecisionMakers to determine whether a vice-president of Mosaic orits Major Subsidiaries should or should not be exempted pursuantto the Decision; and
16. Mosaic has filed with the Decision Makersin connection with this application a copy of the BlackoutPolicy, the Disclosure Policy, and list of Exempted Vice-Presidents.
AND WHEREAS pursuant to the System thisMRRS Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision");
AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Makers 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 Exempted Vice-Presidentsor any other employee of Mosaic who hereafter is given the titleVice-President provided that:
(a) they satisfy the definition of "nominalvice-president" contained in the Staff Notice;
(b) Mosaic prepares and maintains a listof all individuals who propose to rely on the exemptiongranted, submits the list on an annual basis to the boardof directors for approval and files the list with the DecisionMakers;
(c) Mosaic files with the Decision Makersa copy of its internal policies and procedures relatingto monitoring and restricting the trading activities ofits insiders and other persons whose trading activitiesare restricted by Mosaic; and
(d) the relief granted will cease to beeffective on the date when NI 55-101 is amended.
October 4, 2002.
"Paul M. Moore" "RobertL. Shirriff"