138.1 In this Part, “compensation” means compensation received during the 12-month period immediately preceding the day on which the misrepresentation was made or on which the failure to make timely disclosure first occurred, together with the fair market value of all deferred compensation including, without limitation, options, pension benefits and stock appreciation rights, granted during the same period, valued as of the date that such compensation is awarded; (“rémunération”) “core document” means, (a) a prospectus, a take-over bid circular, an issuer bid circular, a directors’ circular, a notice of change or variation in respect of a take-over bid circular, issuer bid circular or directors’ circular, a rights offering circular, management’s discussion and analysis, an annual information form, an information circular, annual financial statements and an interim financial report of the responsible issuer, where used in relation to, (i) a director of a responsible issuer who is not also an officer of the responsible issuer, (ii) an influential person, other than an officer of the responsible issuer or an investment fund manager where the responsible issuer is an investment fund, or (iii) a director or officer of an influential person who is not also an officer of the responsible issuer, other than an officer of an investment fund manager, (b) a prospectus, a take-over bid circular, an issuer bid circular, a directors’ circular, a notice of change or variation in respect of a take-over bid circular, issuer bid circular or directors’ circular, a rights offering circular, management’s discussion and analysis, an annual information form, an information circular, annual financial statements, an interim financial report and a material change report required by subsection 75 (2) or the regulations of the responsible issuer, where used in relation to, (i) a responsible issuer or an officer of the responsible issuer, (ii) an investment fund manager, where the responsible issuer is an investment fund, or (iii) an officer of an investment fund manager, where the responsible issuer is an investment fund, or (c) such other documents as may be prescribed by regulation for the purposes of this definition; (“document essentiel”) “document” means any written communication, including a communication prepared and transmitted only in electronic form, (a) that is required to be filed with the Commission, or (b) that is not required to be filed with the Commission and, (i) that is filed with the Commission, (ii) that is filed or required to be filed with a government or an agency of a government under applicable securities or corporate law or with any exchange or quotation and trade reporting system under its by-laws, rules or regulations, or (iii) that is any other communication the content of which would reasonably be expected to affect the market price or value of a security of the responsible issuer; (“document”) “expert” means a person or company whose profession gives authority to a statement made in a professional capacity by the person or company, including, without limitation, an accountant, actuary, appraiser, auditor, engineer, financial analyst, geologist or lawyer, but not including a designated credit rating organization; (“expert”) “failure to make timely disclosure” means a failure to disclose a material change in the manner and at the time required under this Act or the regulations; (“non-respect des obligations d’information occasionnelle”) “influential person” means, in respect of a responsible issuer, (a) a control person, (b) a promoter, (c) an insider who is not a director or officer of the responsible issuer, or (d) an investment fund manager, if the responsible issuer is an investment fund; (“personne influente”) “issuer’s security” means a security of a responsible issuer and includes a security, (a) the market price or value of which, or payment obligations under which, are derived from or based on a security of the responsible issuer, and (b) which is created by a person or company on behalf of the responsible issuer or is guaranteed by the responsible issuer; (“valeur mobilière d’un émetteur”) “liability limit” means, (a) in the case of a responsible issuer, the greater of, (i) 5 per cent of its market capitalization (as such term is defined in the regulations), and (ii) $1 million, (b) in the case of a director or officer of a responsible issuer, the greater of, (i) $25,000, and (ii) 50 per cent of the aggregate of the director’s or officer’s compensation from the responsible issuer and its affiliates, (c) in the case of an influential person who is not an individual, the greater of, (i) 5 per cent of its market capitalization (as defined in the regulations), and (ii) $1 million, (d) in the case of an influential person who is an individual, the greater of, (i) $25,000, and (ii) 50 per cent of the aggregate of the influential person’s compensation from the responsible issuer and its affiliates, (e) in the case of a director or officer of an influential person, the greater of, (i) $25,000, and (ii) 50 per cent of the aggregate of the director’s or officer’s compensation from the influential person and its affiliates, (f) in the case of an expert, the greater of, (i) $1 million, and (ii) the revenue that the expert and the affiliates of the expert have earned from the responsible issuer and its affiliates during the 12 months preceding the misrepresentation, and (g) in the case of each person who made a public oral statement, other than an individual referred to in clause (d), (e) or (f), the greater of, (i) $25,000, and (ii) 50 per cent of the aggregate of the person’s compensation from the responsible issuer and its affiliates; (“limite de responsabilité”) “management’s discussion and analysis” means the section of an annual information form, annual report or other document that contains management’s discussion and analysis of the financial condition and financial performance of a responsible issuer as required under Ontario securities law; (“rapport de gestion”) “public oral statement” means an oral statement made in circumstances in which a reasonable person would believe that information contained in the statement will become generally disclosed; (“déclaration orale publique”) “release” means, with respect to information or a document, to file with the Commission or any other securities regulatory authority in Canada or an exchange or to otherwise make available to the public; (“publication”, “publier”) “responsible issuer” means, (a) a reporting issuer, or (b) any other issuer with a real and substantial connection to Ontario, any securities of which are publicly traded; (“émetteur responsable”) “trading day” means a day during which the principal market (as defined in the regulations) for the security is open for trading. (“jour de Bourse”)  2002, c. 22, s. 185; 2004, c. 31, Sched. 34, s. 10; 2006, c. 33, Sched. Z.5, s. 14; 2007, c. 7, Sched. 38, s. 11; 2010, c. 1, Sched. 26, s. 6; 2010, c. 26, Sched. 18, s. 38. Section Amendments with date in force (d/m/y) 2002, c. 22, s. 185 - 31/12/2005 2004, c. 31, Sched. 34, s. 10 (1-5) - 31/12/2005 2006, c. 33, Sched. Z.5, s. 14 (1-3) - 20/12/2006 2007, c. 7, Sched. 38, s. 11 (1-3) - 01/02/2008 2010, c. 1, Sched. 26, s. 6 (1-3) - 01/01/2011; 2010, c. 26, Sched. 18, s. 38 (1-3) - 08/12/2010