Mutual Reliance Review System for ExemptiveRelief Applications - relief granted to certain vice presidentsof a reporting issuer from the insider reporting requirementssubject to certain conditions.
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
BRITISH COLUMBIA, ALBERTA,SASKATCHEWAN, MANITOBA, ONTARIO, QUEBEC,
NOVA SCOTIA AND NEWFOUNDLANDAND LABRADOR
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEWSYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
CP SHIPS LIMITED
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker")in each of British Columbia, Alberta, Saskatchewan, Manitoba,Ontario, Quebec, Nova Scotia and Newfoundland and Labrador (collectively,the "Jurisdictions") has received an applicationfrom CP Ships Limited ("CP Ships") for a decisionpursuant to the securities legislation of the Jurisdictions(the "Legislation") that the requirement containedin the Legislation to file insider reports shall not apply tocertain individuals who are insiders of CP Ships by reason ofhaving the title Vice President;
AND WHEREAS under the Mutual ReleaseReview System for Exemptive Relief Applications (the "System"),the Alberta Securities Commission is the principal regulatorfor this application;
AND WHEREAS CP Ships has representedto the Decision Makers that:
1. CP Ships is a corporation organized andsubsisting under the laws of New Brunswick with its head officelocated at 62-65 Trafalgar Square, London WC2N 5DY;
2. CP Ships is one of the largest containershipping companies in the world with operations in 88 countries;
3. CP Ships is a reporting issuer (or equivalent)in each province and territory of Canada, is registered withthe U.S. Securities and Exchange Commission in the UnitedStates and its common shares are listed and posted for tradingon the Toronto Stock Exchange and the New York Stock Exchange;
4. CP Ships is not in default of any requirementsunder the Legislation;
5. Currently, CP Ships has nine directors,three of whom are the Chief Executive Officer, Chief OperatingOfficer and Chief Financial Officer, five Senior Vice Presidents,26 Vice Presidents, and 7 with other titles who perform functionssimilar to a senior officer of the issuer, for a total of47 persons who are insiders of CP Ships by reason of beingin one of the above categories (the "Insiders");
6. None of the Insiders is exempt from theinsider reporting requirements contained in the Legislationby reason of an existing exemption such as National Instrument55-101 ("NI 55-101") or a previous decisionor order;
7. CP Ships has developed a corporate disclosurepolicy (the "Disclosure Policy") and a policyand procedures governing insider trading (the "InsiderTrading Policy") that apply to all of the Insiders;
8. The objective of the Disclosure Policyis to ensure that communications to the investing public aboutCP Ships are: timely, factual, accurate and broadly disseminatedin accordance with all applicable legal and regulatory requirements;
9. CP Ships has developed the Insider TradingPolicy to ensure that its directors, officers and designatedemployees who are "insiders" under the Legislationare aware of their responsibilities under the Legislationand to assist them in complying with the Legislation;
10. The Disclosure Policy and Insider TradingPolicy also apply to other employees of CP Ships who haveknowledge of material undisclosed information. CP Ships hasalso established a disclosure committee (the "DisclosureCommittee") to oversee administration of the DisclosurePolicy;
11. Under the Disclosure Policy and the InsiderTrading Policy, the Insiders and other employees with knowledgeof material undisclosed information may not trade in securitiesof CP Ships. In addition, the Insiders and employees of CPShips may not trade in securities of CP Ships during "black-out"periods around the preparation of financial results or anyother "black-out" period as determined from timeto time. Outside of the "black-out" periods, theInsiders may only trade in securities of CP Ships upon theprior approval of the General Counsel of CP Ships;
12. The Disclosure Committee (comprised ofthe Chief Executive Officer, Chief Financial Officer, GeneralCounsel and Vice President Investor Relations of CP Ships)considered the job requirements and principal functions ofthe Insiders to determine which of them met the definitionof "nominal vice president" contained in CSA StaffNotice 55-306 (the "Staff Notice"), and hascompiled a list of those Insiders who, in the opinion of theDisclosure Committee, meet the criteria set out in the StaffNotice (the "Exempted VPs");
13. Each of the Exempted VPs:
(a) is a vice president of CP Ships or adirect or indirect subsidiary;
(b) is not in charge of a principal businessunit, division or function of CP Ships or a "majorsubsidiary" of CP Ships (as that term is defined inNI 55-101);
(c) does not in the ordinary course receiveor have access to information as to material facts or materialchanges concerning CP Ships before the material facts ormaterial changes are generally disclosed; and
(d) is not an insider of CP Ships in anycapacity other than as a vice president;
14. The Disclosure Committee will assess anyfuture employee of CP Ships who has the title of Vice Presidenton the same basis as set out above, and will re-assess allExempted VPs who experience a change in job requirements orfunctions, to determine if such individuals meet, or continueto meet, the definition of "nominal vice president"contained in the Staff Notice;
15. If an individual who is designated asan Exempt VP no longer satisfies the definition of "nominalvice president" contained in the Staff Notice, the DisclosureCommittee will ensure that the General Counsel of CP Shipswill not provide prior approval for the trading in securitiesof CP Ships to such individual without informing him or herof the renewed obligation to file an insider report in respectof such trades;
16. CP Ships has filed with the Decision Makersin connection with this application a copy of the InsiderTrading Policy, the Disclosure Policy and the list of ExemptedVPs;
AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker 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 inside reports shall not apply to the Exempted VPs orany other employee of CP Ships who hereafter is given the titleVice President provided that:
(a) they satisfy the definition of "nominalvice president" contained in the Staff Notice;
(b) CP Ships prepares and maintains a listof all individuals who propose to rely on the exemption granted,submits the list on an annual basis to its Board of Directorsfor approval, and files the list with the Decision Makers;
(c) CP Ships files with the Decision Makersa copy of its internal policies and procedures relating tomonitoring and restricting the trading activities of its insidersand other persons whose trading activities are restrictedby CP Ships; and
(d) the relief granted will cease to be effectiveon the date when NI 55-101 is amended.
October 1, 2003.