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.
Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 1(1), 107, 108, 121(2)(a)(ii).
Regulation made under the Securities Act, R.R.O.1990, Reg. 1015, as am., Part VIII.
National Instrument 55-101 - Exemption FromCertain Insider Reporting Requirements.
IN THE MATTER OF
THE SECURITIES LEGISLATIONOF
ALBERTA, MANITOBA, NOVA SCOTIA
ONTARIO, QUEBEC, SASKATCHEWANAND
NEWFOUNDLAND AND LABRADOR
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEWSYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
HUB INTERNATIONAL LIMITED
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Alberta, Manitoba, Nova Scotia, Ontario, Quebec, Saskatchewanand Newfoundland and Labrador (the "Jurisdictions")has received an application from Hub International Limited ("Hub")for a decision pursuant to the securities legislation of theJurisdictions (the "Legislation") that the requirement(the "Insider Reporting Requirements") contained inthe Legislation to file insider reports shall not apply to certainindividuals who are insiders of Hub on the grounds that theyare "nominal vice-presidents" (as that term is definedin CSA Staff Notice 55-306 Applications for Relief from theInsider Reporting Requirements by Certain Vice-Presidents(the "Staff Notice"));
AND WHEREAS pursuant to the Mutual RelianceSystem for Exemptive Relief Applications (the "System"),the Ontario Securities Commission (the "Commission")is the Principal Regulator for this application;
AND WHEREAS Hub has represented to theDecision Makers that:
1. Hub is a corporation incorporated underthe Business Corporations Act (Ontario). Through itssubsidiaries, Hub is a leading North American insurance brokeragethat provides a broad array of property and casualty, lifeand health, employee benefits, investment and risk managementproducts and services. Hub owns or controls 36 operating and15 non-operating subsidiaries worldwide. Hub has six majorsubsidiaries (as that term is defined in National Instrument55-101 Exemption from Certain Insider Reporting Requirements("NI 55-101")) (collectively, the "Major Subsidiaries"),four operating in the U.S. and two in Canada. Hub has approximately2,500 employees in 156 locations;
2. Hub is a reporting issuer, or the equivalentthereof, in each province and territory of Canada and itscommon shares are listed on the Toronto Stock Exchange andthe New York Stock Exchange under the symbol "HBG";
3. Hub is not on the list of defaulting reportingissuers maintained pursuant to the Legislation;
4. As of May 29, 2003, Hub has 177 personswho are subject to, and are not exempt from, the Insider ReportingRequirements by reason of being a director or senior officerof Hub or one of its Major Subsidiaries (the "Insiders").A number of directors and senior officers of Hub's other 45subsidiaries are currently exempt from the Insider ReportingRequirements by reason of exemptions contained in NI 55-101.Hub has made this application to seek the requested reliefwith respect to 121 of the Insiders;
5. Hub has developed Policy Statement - No.1 entitled, "Insider Trading and Code of Ethics"(the "Policy"), that includes a blackout policyand policies and procedures governing insider trading thatapply to all of the Insiders;
6. The objective of the Policy is to ensurethat Hub's directors, officers and designated employees whoare "insiders" under the Legislation are aware oftheir responsibilities under the Legislation and to assistthem in complying with the Legislation;
7. The Policy also applies to other employeesof Hub who have knowledge of material undisclosed information;
8. Under the Policy, Insiders and other employeeswith knowledge of material undisclosed information may nottrade in securities of Hub. In addition, Insiders may nottrade in securities of Hub during "blackout" periodsaround the preparation of financial results or any other "blackout"period as determined by management of Hub;
9. Management of Hub considered the job requirementsand principal functions of the Insiders to determine whichof them met the definition of "nominal vice-president"contained in the Staff Notice and has compiled a list of thoseInsiders who meet the criteria set out in the Staff Notice(the "Exempted Vice-Presidents");
10. Each of the Exempted Vice-Presidents:
(a) is a vice-president;
(b) is not in charge of a principal businessunit, division or function of Hub or a Major Subsidiaryof Hub;
(c) does not in the ordinary course receiveor have access to information regarding material facts ormaterial changes concerning Hub before the material factsor material changes are generally disclosed; and
(d) is not an insider of Hub in any capacityother than as a vice-president;
11. On an ongoing basis, Hub intends to monitorthe eligibility for the exemption available under the StaffNotice of each of the Exempted Vice-Presidents, and that ofother employees of Hub and its Major Subsidiaries whose titleis vice president who may satisfy the criteria of "nominalvice-president" from time to time, by monitoring suchpersons' respective job requirements and principal functionsand assessing the extent to which in the ordinary course theyreceive notice of material facts or material changes withrespect to Hub prior to such material facts or material changesbeing generally disclosed.
12. If Hub determines that any of the ExemptedVice Presidents no longer satisfy the criteria of "nominalvice-president", Hub will inform such individuals oftheir ongoing obligations under the Insider Reporting Requirements.
13. Hub has filed with the Decision Makersin connection with this application a copy of the Policy anda 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 Insider Reporting Requirements shallnot apply to the Exempted Vice Presidents or any other employeeof Hub who hereafter is given the title of vice-president providedthat:
(a) they satisfy the definition of "nominalvice-president";
(b) Hub prepares and maintains a list of allindividuals who propose to rely on the exemption granted,submits the list on an annual basis to the board of directorsfor approval and files the list with the Decision Makers;
(c) Hub files with the Decision Makers a copyof its internal policies and procedures relating to monitoringand restricting the trading activities of its insiders andother persons whose trading activities are restricted by Hub;and,
(d) the relief granted will cease to be effectiveon the date when NI 55-101 is amended.
July 2, 2003.
"Paul M. Moore"
"Harold P. Hands"