143 (1) Subject to subsection (1.1), the Commission may make rules in respect of the following matters: 1. Prescribing requirements in respect of applications for registration and the renewal, amendment, expiration or surrender of registration and in respect of suspension, revocation or reinstatement of registration. 1.1 Requiring registered dealers, registered advisers or registered investment fund managers to designate an ultimate designated person and prescribing classes of individuals or the qualifications required of individuals who are eligible to be designated as ultimate designated persons. 1.2 Prescribing additional functions required to be performed by an ultimate designated person in respect of the registrant by whom he or she is designated, including requiring the ultimate designated person, i. to supervise the activities of the registrant that are directed towards ensuring compliance with Ontario securities law by the registrant and individuals acting on the registrant’s behalf, ii. to otherwise promote compliance by the registrant and by individuals acting on the registrant’s behalf with Ontario securities law. 1.3 Requiring registered dealers, registered advisers or registered investment fund managers to designate a chief compliance officer and prescribing classes of individuals or the qualifications required of individuals who are eligible to be designated as chief compliance officers. 1.4 Prescribing additional functions required to be performed by a chief compliance officer in respect of the registrant by whom he or she is designated, including requiring the chief compliance officer, i. to establish and maintain policies and procedures for assessing compliance with Ontario securities law by the registrant and individuals acting on the registrant’s behalf, ii. to monitor and assess compliance by the registrant and by individuals acting on the registrant’s behalf with Ontario securities law, iii. to report to the registrant’s ultimate designated person or to its board of directors or partners with respect to compliance matters, iv. to submit an annual report to the board of directors of the registrant or to the registrant’s partners setting out the chief compliance officer’s assessment of the level of compliance by the registrant and the individuals acting on its behalf with Ontario securities law. 1.5 Prescribing circumstances in which a suspended registration is or may be reinstated. 1.6 Prescribing activities in which a person or company whose registration is suspended or restricted may engage or activities in which he, she or it is prohibited from engaging. 2. Prescribing categories or subcategories of registration, classifying registrants into categories or sub-categories, prescribing the criteria a person or company must satisfy to qualify for registration in a particular category or sub-category of registration, prescribing requirements for registrants or prescribing terms and conditions on registration, reinstatement of registration, amendment of registration or registration in a particular category or sub-category of registration, including, i. standards of practice and business conduct of registrants in dealing with their customers and clients and prospective customers and clients, ii. requirements that are advisable for the prevention or regulation of conflicts of interest, Note: On a day to be named by proclamation of the Lieutenant Governor, paragraph 2 of subsection 143 (1) of the Act is amended by adding the following subparagraph: (See: 2019, c. 7, Sched. 25, s. 20) ii.i requirements that individuals registered under this Act use specified titles, iii. requirements in respect of membership in a self-regulatory organization, and iv. requirements that persons and companies registered under this Act be bonded or insured on terms acceptable to the Director. 3. Extending any requirements prescribed under paragraph 2 to unregistered directors, partners, representatives and officers of registrants. 4. Prescribing requirements in respect of the residence in Ontario or Canada of registrants. 5. Governing the provision of notice to the Director of, i. a proposed change in beneficial ownership of, or direct or indirect control or direction over, securities of a person or company registered under this Act, ii. a proposed change in beneficial ownership of, or direct or indirect control or direction over, securities of a person or company of which a person or company registered under this Act is a subsidiary, or iii. a proposed change in ownership of a substantial portion of the assets of a person or company registered under this Act. 5.1 Authorizing the Director to make an order that a proposed change described in subparagraph 5 i or iii must not be effected until the change has been approved by the Director. 6. Prescribing requirements for persons and companies in respect of calling at or telephoning to residences for the purposes of trading in securities. 7. Prescribing requirements in respect of the disclosure or furnishing of information to the public or the Commission by persons and companies registered under this Act, by their directors, partners or officers or by persons or companies that beneficially own, directly or indirectly, or exercise direct or indirect control or direction over at least 10 per cent of the voting securities of persons and companies registered under this Act or providing for exemptions from or varying the requirements under this Act in respect of the disclosure or furnishing of information to the public or the Commission by any of them. 8. Prescribing any matter referred to in Part XII (Exemptions from Registration Requirements) as required by the regulations or prescribed by or in the regulations, other than the matters referred to in subsection 35.1 (2). 8.1 Respecting the exemption of any person or company from any requirement under this Act or the regulations that is comparable to a requirement established by a self-regulatory organization and prescribing conditions that must be satisfied for the exemption to apply. 8.2 Exempting registered dealers from the requirement under subsection 36 (1) to send a customer a written confirmation of a transaction. 9.  Repealed:  2009, c. 18, Sched. 26, s. 20 (11). 10. Prescribing requirements in respect of the books, records and other documents required by subsection 19 (1) to be kept by market participants, including the form in which and the period for which the books, records and other documents are to be kept. 10.1 Prescribing a class of instruments, certificates, agreements, documents or other things that are not securities for the purposes of the Act. 11. Regulating the listing or trading of publicly traded securities or the trading of derivatives, including rules, i. relating to clearing and settling trades, ii. requiring the reporting of trades and quotations, and iii. prescribing classes of derivatives in respect of which trades must be cleared or settled through a clearing agency. 12. Regulating recognized exchanges, recognized self-regulatory organizations, recognized quotation and trade reporting systems, alternative trading systems, recognized clearing agencies, designated trade repositories or designated information processors, including, i. prescribing requirements in respect of the review or approval by the Commission of any by-law, rule, regulation, policy, procedure, interpretation or practice, ii. prescribing restrictions on the ownership, control and direction of a recognized exchange, clearing agency or alternative trading system. 13. Regulating trading in or advising about securities or derivatives to prevent trading or advising that is fraudulent, manipulative, deceptive or unfairly detrimental to investors. 14. Regulating trading or advising in penny stocks, including prescribing requirements in respect of additional disclosure and suitability for investment. 15. Prescribing categories or subcategories of issuers for purposes of the prospectus requirements under this Act, the regulations and the rules and classifying issuers into categories or subcategories. 15.1 Prescribing circumstances in which a receipt for a preliminary prospectus or a prospectus is deemed to be issued by the Director under subsection 53 (3). 16. Regulating in respect of, or varying this Act to facilitate, expedite or regulate in respect of, the distribution of securities, or the issuing of receipts, including by establishing, i. requirements in respect of distributions of securities by means of a prospectus incorporating other documents by reference, ii. requirements in respect of distributions of securities by means of a simplified or summary prospectus or other form of disclosure document, iii. requirements in respect of distributions of securities on a continuous or delayed basis, iv. requirements in respect of pricing of distributions of securities after the issuance of a receipt for the prospectus filed in relation thereto, v. procedures for the issuing of receipts for prospectuses after expedited or selective review thereof, vi. provisions for the incorporation by reference of certain documents in a prospectus and the effect, including from a liability and evidentiary perspective, of modifying or superseding statements, vii. requirements for the form of a prospectus certificate, including providing for alternative forms in circumstances other than those referred to in subsection 63 (2) of this Act, viii. provisions for eligibility requirements to obtain a receipt for, or distribute under, a particular form of prospectus and the loss of that eligibility, and ix. provisions for varying withdrawal rights. 16.1 Prescribing requirements for the certification of prospectuses by persons and companies in relation to the following: i. if the issuer is a trust, requiring individuals who perform functions for the issuer similar to those performed by a chief executive officer or chief financial officer of an issuer to certify the prospectus, ii. if the issuer is a trust and its business or a material part of its business is conducted through a person or company other than the issuer, requiring a director and the chief executive officer and the chief financial officer of the person or company, or individuals who perform functions for the person or company similar to those performed by a chief executive officer or chief financial officer, to certify the prospectus, iii. if the issuer is a limited partnership, requiring the general partner of the issuer and individuals who perform functions for the issuer similar to those performed by a chief executive officer or a chief financial officer of an issuer to certify the prospectus, and iv. if the issuer is not organized as a company, trust or limited partnership, requiring persons or companies that perform functions similar to those performed by persons or companies described in subparagraph i, ii or iii or section 58 to certify the prospectus. 17. Prescribing requirements for the escrow of securities in connection with distributions. 18. Designating activities, including the use of documents or advertising, in which registrants or issuers are permitted to engage or are prohibited from engaging in connection with distributions. 19. Prescribing which distributions and trading in relation to the distributions are distributions and trading outside Ontario. 19.1 Prescribing one or more classes of contracts or instruments that are not derivatives for the purpose of prescribed provisions of Ontario securities law and prescribing those provisions. 19.2 Prescribing one or more classes of derivatives that are designated derivatives for the purposes of prescribed provisions of Ontario securities law and prescribing those provisions. 19.3 Prescribing registration requirements in respect of persons or companies trading in derivatives. 19.4 Prescribing derivatives or classes of derivatives that are deemed to be securities for the purposes of prescribed provisions of this Act, the regulations and the rules and prescribing those provisions. 19.5 Prescribing circumstances in which a material interest in a derivative’s underlying interest is not a financial or other interest for the purposes of section 34. 19.6 Prescribing one or more classes of derivatives for the purpose of clause 38 (4) (b). 19.7 Prescribing one or more conditions for the purposes of subclause 64.1 (5) (b) (ii). 20. Prescribing any matter referred to in Part XVII (Exemptions from Prospectus Requirements) as required by the regulations or prescribed by or in the regulations, other than the matters referred to in subsection 73.1 (3). 21. Prescribing the circumstances in which the Director must refuse to issue a receipt for a prospectus and prohibiting the Director from issuing a receipt in those circumstances. 22. Prescribing requirements in respect of the preparation and dissemination and other use, by reporting issuers, of documents providing for continuous disclosure that are in addition to the requirements under this Act, including requirements in respect of, i. an annual report, ii. an annual information form, and iii. supplemental analysis of financial statements. 22.1 Respecting the preparation, form and content requirements applicable to the public dissemination of forward-looking information by reporting issuers where the dissemination is not part of a required filing. 23. Exempting reporting issuers from any requirement of Part XVIII (Continuous Disclosure), i. if the requirement conflicts with a requirement of the laws of the jurisdiction under which the reporting issuers are incorporated, organized or continued, ii. if the reporting issuers ordinarily distribute financial information to holders of their securities in a form, or at times, different from those required by Part XVIII, or iii. under circumstances that the Commission considers justify the exemption. 24. Requiring issuers or other persons and companies to comply, in whole or in part, with Part XVIII (Continuous Disclosure), or rules made under paragraph 22. 25. Prescribing requirements in respect of financial accounting, reporting and auditing for purposes of this Act, the regulations and the rules, including, i. defining accounting principles and auditing standards acceptable to the Commission, ii. financial reporting requirements for the preparation and dissemination of future-oriented financial information and pro forma financial statements, iii. standards of independence and other qualifications for auditors, iv. requirements respecting a change in auditors by a reporting issuer or a registrant, v. requirements respecting a change in the financial year of an issuer or in an issuer’s status as a reporting issuer under this Act, and vi. defining auditing standards for attesting to and reporting on a reporting issuer’s internal controls. 26. Prescribing requirements for the validity and solicitation of proxies, prescribing activities for the purposes of clause (g) of the definition of “solicit” and “solicitation” in section 84 and prescribing circumstances for the purposes of clause 86 (2) (a.1). 26.1 Prescribing, for meetings of the security holders of a reporting issuer, i. requirements for voting by proxy or otherwise, ii. circumstances in which a vote of security holders must be done by way of ballot, iii. requirements relating to communication with registered, legal and beneficial owners of securities, including requirements relating to depositories, registrants or other persons that hold securities on behalf of beneficial owners, and iv. requirements relating to entities involved in, or activities and practices relating to, the solicitation, collection, submission, tabulation and validation of proxy votes and voting instructions. 27. Providing for the application of Part XVIII (Continuous Disclosure) and Part XIX (Proxies and Proxy Solicitation) in respect of registered holders or beneficial owners of voting securities or equity securities of reporting issuers or other persons or companies on behalf of whom the securities are held, including requirements for reporting issuers, recognized clearing agencies, registered holders, registrants and other persons or companies who hold securities on behalf of persons or companies but who are not the registered holders. 28. Regulating take-over bids, issuer bids, insider bids, going-private transactions, business combinations and related party transactions, including, i. providing for the matters that, under Part XX, may be specified by regulation or required by the regulations or that, under Part XX, must or may be determined or done in accordance with the regulations, ii. establishing different classes of take-over bids and issuer bids and prescribing requirements in respect of each such class, iii. restricting the ability of a person or company to acquire or sell a security before, during or after an offer to acquire, acquisition, redemption, related party transaction, business combination or similar transaction, iv. prescribing the disclosure, certification, delivery or dissemination of any circular, notice, report or other document required to be filed or delivered to a person or company, v. prescribing requirements relating to the conduct or management of the affairs of an issuer, and its directors and officers, before, during or after an offer to acquire, acquisition, redemption, related party transaction, business combination or similar transaction, vi. prescribing requirements, prohibitions, restrictions and thresholds in respect of early warning, vii. prescribing requirements respecting defensive tactics in connection with take-over bids, viii. prescribing requirements to be met by a person or company that acquires an interest or right in or to, or a right or obligation associated with, a related financial instrument, ix. varying any or all of the time periods in the regulations related to Part XX, x. prescribing exemptions from the requirements of Part XX or the regulations related to it, and xi. removing or varying exemptions from the requirements of Part XX or the regulations related to it. 29. Providing for exemptions from any requirement of section 76 or from liability under section 134 and prescribing standards or criteria for determining when a material fact or material change has been generally disclosed. 30. Prescribing time periods under section 107 of the Act or varying or providing for exemptions from any requirement of Part XXI (Insider Trading and Self-Dealing). 30.1 Regulating the disclosure or furnishing of information to the public or the Commission by insiders, including, i. prescribing filing requirements for the reporting by insiders of their respective direct or indirect beneficial ownership of, or control or direction over, securities of a reporting issuer or changes in ownership, control or direction, ii. prescribing requirements respecting the reporting by insiders of any interest in or right or obligation associated with a related financial instrument or changes in such interests, rights or obligations, iii. prescribing requirements respecting the reporting by insiders of any agreement, arrangement or understanding that alters, directly or indirectly, an insider’s economic interest in a security or an insider’s economic exposure to a reporting issuer or changes in such agreements, arrangements or understandings. 30.2 Prescribing requirements in respect of a reporting issuer to facilitate compliance by insiders of the reporting issuer with this Act and with the rules made under paragraph 30.1. 30.3 Requiring that reports under paragraph 30.1 shall also provide information for the period of up to six months before a person or company became an insider. 31. Regulating investment funds and the distribution and trading of the securities of investment funds, including, i. varying Part XV or Part XVIII by prescribing additional disclosure requirements in respect of investment funds and requiring or permitting the use of particular forms or types of additional offering or other documents in connection with the funds, ii. prescribing permitted investment policy and investment practices for investment funds and prohibiting or restricting certain investments or investment practices for investment funds, ii.1 prescribing requirements for investment funds in respect of derivatives, iii. prescribing requirements governing the custodianship of assets of investment funds, iv. prescribing minimum initial capital requirements for investment funds making a distribution and prohibiting or restricting the reimbursement of costs in connection with the organization of a fund, v. prescribing matters affecting investment funds that require the approval of security holders of the fund, the Commission or the Director, including, in the case of security holders, the level of approval, vi. prescribing requirements in respect of the calculation of the net asset value of investment funds, vii. prescribing requirements in respect of the content and use of sales literature, sales communications or advertising relating to investment funds or the securities of investment funds, viii. designating mutual funds as private mutual funds and prescribing requirements for private mutual funds, ix. respecting sales charges imposed by a distribution company or contractual plan service company under a contractual plan on purchasers of shares or units of an investment fund, and commissions or sales incentives to be paid to registrants in connection with the securities of an investment fund, x. prescribing the circumstances in which a plan holder under a contractual plan has the right to withdraw from the contractual plan, xi. prescribing procedures applicable to investment funds, registrants and any other person or company in respect of sales and redemptions of investment fund securities and payments for sales and redemptions, xii. prescribing requirements in respect of, or in relation to, promoters, advisers or persons and companies who administer or participate in the administration of the affairs of investment funds. 32. Respecting fees payable by an issuer to an adviser as consideration for investment advice, alone or together with administrative or management services provided to a mutual fund or non-redeemable investment fund. 33. Prescribing requirements relating to the qualification of a registrant to act as an adviser to an investment fund. 34. Regulating commodity pools, including, i. varying Part XV (Prospectuses — Distribution) or XVIII (Continuous Disclosure) to prescribe additional disclosure requirements in respect of commodity pools and requiring or permitting the use of particular forms or types of additional offering or other documents in connection with commodity pools, ii. prescribing requirements in respect of, or in relation to, promoters, advisers, persons and companies who administer or participate in the administration of the affairs of commodity pools, iii. prescribing standards in relation to the suitability of investors in commodity pools, iv. prohibiting or restricting the payment of fees, commissions or compensation by commodity pools or holders of securities of commodity pools and restricting the reimbursement of costs in connection with the organization of commodity pools, v. prescribing requirements with respect to the voting rights of security holders, and vi. prescribing requirements in respect of the redemption of securities of a commodity pool. 35. Prescribing requirements relating to derivatives, including, i. requirements for disclosure documents relating to designated derivatives, ii. record keeping and reporting requirements, iii. requirements in respect of persons or companies trading in derivatives, including requirements in respect of margin, collateral, capital, clearing and settlement, iv. requirements that one or more classes of derivatives be traded on a recognized exchange or an alternative trading system, v. requirements relating to position limits for derivatives transactions, vi. requirements that one or more classes of derivatives not be traded in Ontario, vii. transparency requirements relating to the public dissemination of, or public access to, transaction level data, viii. transparency requirements other than those referred to in subparagraph vii. 36. Varying this Act with respect to foreign issuers to facilitate distributions, compliance with requirements applicable or relating to reporting issuers and the making of take-over bids, issuer bids, insider bids, going-private transactions, business combinations and related party transactions where the foreign issuers are subject to requirements of the laws of other jurisdictions that the Commission considers are adequate in light of the purposes and principles of this Act. 37. Regulating labour sponsored investment fund corporations registered under Part III (Labour Sponsored Investment Fund Corporations) of the Community Small Business Investment Funds Act, 1992, and the distribution and trading of the securities of the corporations and varying this Act in respect of the corporations and, i. prescribing proficiency requirements that apply in respect of registrants trading in securities of the corporations, ii. requiring or prohibiting the use of particular forms or types of offering documents for or in respect of the securities of the corporations, iii. prescribing disclosure requirements for or in respect of the securities of the corporations, iv. exempting the corporations from specified requirements or restrictions that ordinarily apply to or in respect of mutual funds, and v. prescribing insider reporting requirements for or in respect of the corporations. 38. Prescribing requirements in respect of reverse take-overs including requirements for disclosure that are substantially equivalent to that provided by a prospectus. 39. Requiring or respecting the media, format, preparation, form, content, execution, certification, dissemination and other use, filing and review of all documents required under or governed by this Act, the regulations or the rules, all applications to the Commission under the Business Corporations Act and all documents determined by the regulations or the rules to be ancillary to the documents, including, i. applications for registration and other purposes, ii. preliminary prospectuses and prospectuses, iii. interim financial reports and financial statements, iv. proxies and information circulars, and v. take-over bid circulars, issuer bid circulars and directors’ circulars. 39.1 Governing the approval of any document described in paragraph 39. 40. Respecting the designation or recognition of any person, company or jurisdiction if advisable for purposes of this Act, including, i. recognizing exchanges, self-regulatory organizations and clearing agencies, ii. designating, for purposes of subsection 88 (1), the jurisdictions whose requirements are substantially similar to the requirements of Part XIX, iii. designating a person or company for the purpose of the definition of “market participant”, iv. designating classes of persons or companies not to be insiders for the purpose of the definition of “insider”, v. designating classes of persons or companies for the purpose of clause (f) of the definition of “insider” in subsection 1 (1), if the persons or companies would reasonably be expected to have, in the ordinary course, access to material information about the business, operations, assets or revenue of the issuer, to be insiders, and vi. designating trade repositories and information processors. 41. Respecting the conduct of the Commission and its employees in relation to duties and responsibilities and discretionary powers under this Act, including, i. the conduct of investigations and examinations carried out under Part VI (Investigations and Examinations), and ii. the conduct of hearings. 42. Establishing conditions for any exemption that the Commission is authorized to give by subsection 46 (4) or 190 (6) or section 113 of the Business Corporations Act and, despite those provisions, dispensing with applications for exemption when the conditions are met. 43. Prescribing the fees payable to the Commission, including those for filing, for applications for registration or exemptions, for trades in securities, in respect of audits made by the Commission, and in connection with the administration of Ontario securities law. 44. Varying this Act to permit or require the use of an electronic or computer-based system for the filing, delivery or deposit of, i. documents or information required under or governed by this Act, the regulations or rules, and ii. documents determined by the regulations or rules to be ancillary to documents required under or governed by this Act, the regulations or rules. 45. Establishing requirements for and procedures in respect of the use of an electronic or computer-based system for the filing, delivery or deposit of documents or information. 46. Providing for electronic signatures for the signing of documents and prescribing the circumstances in which persons or companies shall be deemed to have signed or certified documents on an electronic or computer-based system for any purpose of this Act, the regulations or the rules. 47. Regulating scholarship plans and the distribution and trading of the securities of scholarship plans. 48. Specifying the conditions under which any particular type of trade that would not otherwise be a distribution shall be a distribution. 49. Permitting or requiring, or varying this Act to permit or require, methods of filing, delivery, distribution or making available, to or by the Commission, issuers, registrants, security holders or others, of documents, information, notices, books, records, things, reports, orders, authorizations or other communications required under or governed by Ontario securities law. 50. Providing for exemptions from or varying the requirements set out in Part XIII. 51.  Repealed:  2009, c. 18, Sched. 26, s. 20 (13). 52. Providing for exemptions from or varying the requirements under this Act in respect of amendments to prospectuses or preliminary prospectuses, or prescribing circumstances under which an amendment to a preliminary prospectus or prospectus must be filed. 52.1 Permitting a distribution or additional distribution under subsection 57 (2.2) to proceed without a receipt for an amendment. 53. Providing for exemptions from or varying the requirements of section 62, 65 or 71. 54. Prescribing the disclosure document that is required in respect of the purchase and sale of an investment fund security for the purpose of subsection 71 (1.1), requiring dealers to provide the disclosure document to purchasers and prescribing the time and manner for sending or delivering the disclosure document. 54.1 Prescribing investment fund securities trading on an exchange or an alternative trading system for the purpose of subsection 71 (1.2), prescribing the disclosure document that is required in respect of prescribed investment fund securities under subsection 71 (1.3), prescribing the time and manner for sending or delivering the disclosure document, and prescribing the circumstances in which a purchase is not binding on a purchaser for the purpose of subsection 71 (2.1). Note: On a day to be named by proclamation of the Lieutenant Governor, subsection 143 (1) of the Act is amended by adding the following paragraphs: (See: 2023, c. 21, Sched. 10, s. 11 (2)) 54.2 Respecting the administration and distribution of disgorged amounts under section 128.1. 54.3 Respecting the use of money described in subclause 19 (2) (b) (iii) or clause 19 (2) (c) of the Securities Commission Act, 2021 to pay administrative costs in relation to the distribution of disgorged amounts under section 128.1 of this Act. 55. Specifying exemptions and circumstances that shall be subject to section 130.1. 55.1 Prescribing documents for the purposes of the definition of “core document” in subsection 138.1 (1). 55.2 Providing for the application of Part XXIII.1 to the acquisition of an issuer’s security pursuant to a distribution that is exempt from section 53 or 62 and to the acquisition or disposition of an issuer’s security in connection with or pursuant to a take-over bid or issuer bid. 55.2.1 Prescribing transactions or classes of transactions for the purposes of clause 138.2 (d). 55.3 Prescribing the meaning of “market capitalization”, “trading price” and “principal market” and such other terms as are used in Part XXIII.1 and are not otherwise defined in this Act. 56. Prescribing, providing for exemptions from or varying any or all of the time periods in this Act or the regulations. 56.1 Prescribing requirements with respect to the governance of reporting issuers for the purposes of section 121.3. 57. Requiring reporting issuers to appoint audit committees and prescribing requirements relating to the functioning and responsibilities of audit committees, including requirements in respect of, i. the standard of review to be applied by audit committees in their review of documents filed under Ontario securities law, ii. the certification or other evidence of review by audit committees, iii. the scope and content of an audit committee’s review, and iv. the composition of audit committees and the qualifications of audit committee members, including independence requirements. 58. Requiring reporting issuers to devise and maintain a system of internal controls related to the effectiveness and efficiency of their operations, including financial reporting and asset control, sufficient to provide reasonable assurances that, i. transactions are executed in accordance with management’s general or specific authorization, ii. transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles or any other criteria applicable to those statements, iii. transactions are recorded as necessary to maintain accountability for assets, iv. access to assets is permitted only in accordance with management’s general or specific authorization, and v. the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. 59. Requiring reporting issuers to devise and maintain disclosure controls and procedures sufficient to provide reasonable assurances that, i. information required to be disclosed under Ontario securities law is recorded, processed, summarized and reported, within the time periods specified under Ontario securities law, and ii. information required to be disclosed under Ontario securities law is accumulated and communicated to the reporting issuer’s management, including its chief executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure. 60. Requiring chief executive officers and chief financial officers of reporting issuers, or persons performing similar functions, to provide a certification that addresses the reporting issuer’s internal controls, including a certification that addresses, i. the establishment and maintenance of the internal controls, ii. the design of the internal controls, and iii. the evaluation of the effectiveness of the internal controls. 61. Requiring chief executive officers and chief financial officers of reporting issuers, or persons performing similar functions, to provide a certification that addresses the reporting issuer’s disclosure controls and procedures, including a certification that addresses, i. the establishment and maintenance of the disclosure controls and procedures, ii. the design of the disclosure controls and procedures, and iii. the evaluation of the effectiveness of the disclosure controls and procedures. 62. Requiring investment funds to establish and maintain a body for the purposes described in subsection 121.4 (1), prescribing its powers and duties and prescribing requirements relating to, i. the mandate and functioning of the body, ii. the composition of the body and qualifications for membership on the body, including matters respecting the independence of members, and the process for selecting the members, iii. the standard of care that applies to members of the body when exercising their powers, performing their duties and carrying out their responsibilities, iv. the disclosure of information to security holders of the investment fund, to the investment fund manager and to the Commission, and v. matters affecting the investment fund that require review by the body or the approval of the body. 63. Prescribing requirements in respect of credit rating organizations, including requirements relating to, i. the disclosure or furnishing of information to the Commission by a credit rating organization, ii. the establishment, publication and enforcement of a code of conduct applicable to directors, officers and employees of credit rating organizations, including minimum requirements to be included in the code, iii. prohibitions against and procedures regarding conflicts of interest between a credit rating organization and the person or company whose securities it is rating, iv. the maintenance of books and records necessary for the conduct of a credit rating organization’s business and the issuance and maintenance of credit ratings, v. the appointment by credit rating organizations of one or more compliance officers and any minimum standards that must be met or qualifications a compliance officer must have. 64. Prescribing a category or categories of designated benchmarks for the purposes of subsection 24.1 (7). 65. Prescribing classes of service providers or security holders for the purposes of subsection 24.3 (3). 66. Prescribing requirements relating to, i. the designation of a benchmark or benchmark administrator under section 24.1, ii. the making of orders under section 24.2, iii. the disclosure or furnishing of information to the Commission, the public or any person or company by a benchmark administrator, a benchmark contributor or a benchmark user, including requirements for disclosure statements by a benchmark administrator in relation to a benchmark, iv. the quality, integrity and sufficiency of the data and the methodology used by a benchmark administrator to determine a benchmark, including requirements for a benchmark administrator to monitor benchmark contributors and data provided by benchmark contributors, v. the establishment, publication and enforcement by a benchmark administrator of codes of conduct applicable to benchmark administrators or benchmark contributors and their respective directors, officers and employees, and any of their service providers or security holders that are in a class prescribed under paragraph 65, and the minimum requirements to be included in such a code of conduct, vi. contractual arrangements related to a benchmark to be entered into by a benchmark administrator or a benchmark contributor and the minimum requirements to be included in the contractual arrangements, vii. the use by a benchmark administrator and a benchmark contributor of service providers, viii. prohibitions against and procedures regarding conflicts of interest involving a benchmark and benchmark administrators, benchmark contributors and their respective directors, officers and employees, and any of their service providers or security holders that are in a class prescribed under paragraph 65, including, A. procedures to be followed to avoid conflicts of interest, B. procedures to be followed if conflicts of interest arise, C. requirements for separation of roles, functions and activities, and D. restrictions on ownership of a benchmark or benchmark administrator, ix. prohibitions against the use of a benchmark that is not a designated benchmark by a benchmark user, x. disclosure and other requirements respecting the use of a benchmark by a benchmark administrator, benchmark contributor or benchmark user, xi. requiring information in relation to a benchmark to be provided for use by the benchmark administrator, xii. the maintenance of books and records necessary for the conduct of a benchmark administrator’s business and the establishment and maintenance of a benchmark, xiii. the maintenance of books and records by a benchmark contributor relating to a benchmark, xiv. the appointment by benchmark administrators and benchmark contributors of one or more compliance officers and any minimum standards that must be met or qualifications a compliance officer must have, xv. the prohibition or restriction of any matter or conduct involving a benchmark by benchmark administrators, benchmark contributors and their respective directors, officers and employees, and any of their service providers or security holders that are in a class prescribed under paragraph 65, xvi. the design, determination and dissemination of a benchmark, xvii. plans of a benchmark user where a benchmark changes or ceases to be provided and how these plans will be reflected in the contractual arrangements of the benchmark user, xviii. the governance, compliance, accountability, oversight, audit, internal controls, policies and procedures of a benchmark administrator or benchmark contributor in respect of a benchmark, xix. the governance, compliance, accountability, oversight, audit, internal controls, policies and procedures of a benchmark administrator, benchmark contributor or benchmark user in respect of the use of a benchmark. 67. Regulating submissions of information for the purposes of determining a benchmark. 68. Requiring benchmark administrators or benchmark contributors to, i. establish plans in the event that a benchmark changes or ceases to be provided or is subject to data failures or business continuity issues, and ii. reflect the plans referred to in subparagraph i in the contractual arrangements of the benchmark administrator or benchmark contributor relating to the benchmark. 69. Governing or restricting the payment of fees or other compensation to a benchmark administrator or benchmark contributor. 70. Prescribing persons and bodies for the purposes of the definition of “securities regulatory authority of another province or territory in Canada” in subsection 127 (10). 1994, c. 33, s. 8; 1997, c. 19, s. 23 (13); 1997, c. 43, Sched. F, s. 13; 1999, c. 9, s. 220; 2001, c. 23. s. 217; 2002, c. 18, Sched. H, s. 12; 2002, c. 22, s. 187 (1-3); 2004, c. 16, Sched. D, Table; 2004, c. 31, Sched. 34, s. 25; 2005, c. 31, Sched. 20, s. 9 (1, 2); 2006, c. 33, Sched. Z.5, s. 18; 2007, c. 7, Sched. 38, s. 13; 2009, c. 18, Sched. 26, s. 20 (1-15); 2010, c. 1, Sched. 26, s. 8; 2010, c. 26, Sched. 18, s. 42 (1-10); 2011, c. 9, Sched. 38, s. 4; 2014, c. 7, Sched. 28, s. 17; 2016, c. 5, Sched. 26, s. 5; 2015, c. 38, Sched. 18, s. 10; 2017, c. 8, Sched. 28, s. 7; 2017, c. 34, Sched. 37, s. 9; 2018, c. 17, Sched. 38, s. 4; 2021, c. 8, Sched. 9, s. 40 (48); 2022, c. 23, Sched. 8, s. 1 (1); 2023, c. 21, Sched. 10, s. 11 (1). Limitation, Tribunal’s adjudicative functions (1.1) The Commission shall not make rules respecting matters relating to the Tribunal’s adjudicative functions. 2021, c. 8, Sched. 9, s. 40 (49). Variation of Act — delivery, etc., of prospectus, financial statement (1.2) The regulations may authorize or require that a document that is to be delivered, forwarded, distributed or sent to a person or company under Part XV or XVI or under section 79 be made available to the person or company in another way instead. 2022, c. 23, Sched. 8, s. 1 (2); 2023, c. 21, Sched. 10, s. 11 (3). Same, deemed receipt (1.3) A document that is made available in accordance with subsection (1.2) is deemed to have been received on the day and at the time, if any, determined under the regulations. 2022, c. 23, Sched. 8, s. 1 (2); 2023, c. 21, Sched. 10, s. 11 (4). Regulations (2) The Lieutenant Governor in Council may make regulations in respect of, (0.a) any matter referred to in this Act as being prescribed by or determined in accordance with regulations made by the Lieutenant Governor in Council; (a) any matter in respect of which the Commission may make rules, with necessary modifications; (a.0.1) the matters described in subsections 35.1 (2) and 73.1 (3); (a.1) the administration and distribution of amounts disgorged under paragraph 10 of subsection 127 (1); Note: On a day to be named by proclamation of the Lieutenant Governor, clause 143 (2) (a.1) of the Act is repealed. (See: 2023, c. 21, Sched. 10, s. 11 (5)) (b) any matter advisable for carrying out the purposes of this Act. 1994, c. 33, s. 8; 2002, c. 22, s. 187 (4); 2009, c. 18, Sched. 26, s. 20 (16, 17); 2009, c. 34, Sched. S, s. 9; 2010, c. 26, Sched. 18, s. 42 (11). Revoking or amending regulations (3) Subject to the approval of the Minister, the Commission, concurrently with making a rule, may make a regulation that amends or revokes any provision of a regulation made by the Lieutenant Governor in Council under this Act or by the Commission under this subsection that in the opinion of the Commission is necessary or advisable to effectively implement the rule.  1997, c. 19, s. 23 (14). Effective date (4) A regulation made under subsection (3) is not effective before the rule referred to in that subsection comes into force.  1997, c. 19, s. 23 (15). Retroactive (5) Subject to subsection (4), a regulation made under subsection (3), if it so provides, is effective with reference to a period before it was filed.  1994, c. 33, s. 8. Incorporation by reference (6) A regulation or rule may incorporate by reference, and require compliance with, one or more provisions of an Act or regulation and all or part of any standard, procedure or guideline.  2005, c. 31, Sched. 20, s. 9 (3). Classes (7) Regulations or rules in respect of registrants, issuers, other persons or companies, securities, trades, or other matters or things, may be made in respect of any class or category of registrants, issuers, other persons or companies, securities, trades or other matters or things.  1994, c. 33, s. 8. Scope (8) A regulation or a rule may be general or particular in its application, may be limited as to time or place or both and may exclude any place from the application of the regulation or rule.  1994, c. 33, s. 8. Exemptions (9) Without limiting the authority of the Commission under section 147, a regulation or rule may authorize the Commission or the Director to grant an exemption to it.  1994, c. 33, s. 8; 2009, c. 18, Sched. 26, s. 20 (18). Same (10) An exemption or a removal of an exemption, (a) may be granted or made in whole or in part; and (b) may be granted or made subject to conditions or restrictions.  1994, c. 33, s. 8. Legislation Act, 2006, Part III (11) Part III (Regulations) of the Legislation Act, 2006 does not apply to the rules.  1994, c. 33, s. 8; 2006, c. 21, Sched. F, s. 136 (1). Same (12) A regulation made under subsection (3) is subject to Part III (Regulations) of the Legislation Act, 2006.  1994, c. 33, s. 8; 2006, c. 21, Sched. F, s. 136 (1). L.G. in C. prevails (13) If there is a conflict or an inconsistency between a regulation made by the Lieutenant Governor in Council under this Act and a rule, the regulation prevails but in all other respects a rule has the same force and effect as a regulation.  1994, c. 33, s. 8. Section Amendments with date in force (d/m/y) 1994, c. 33, s. 8 - 01/01/1995; 1997, c. 19, s. 23 (13-15) - 10/10/1997; 1997, c. 43, Sched. F, s. 13 - 07/05/1997; 1999, c. 9, s. 220 (1-5, 7-9) - 14/12/1999; 1999, c. 9, s. 220 (6) - 31/03/2001 2001, c. 23, s. 217 - 05/12/2001 2002, c. 18, Sched. H, s. 12 - 26/11/2002; 2002, c. 22, s. 187 (1-4) - 07/04/2003 2004, c. 16, Sched. D, Table - 01/01/2004; 2004, c. 31, Sched. 34, s. 25 - 16/12/2004 2005, c. 31, Sched. 20, s. 9 (1, 3) - 15/12/2005 2006, c. 21, Sched. F, s. 136 (1) - 25/07/2007; 2006, c. 33, Sched. Z.5, s. 18 (1-6, 8-15) - 20/12/2006; 2006, c. 33, Sched. Z.5, s. 18 (7) - 30/06/2007 2007, c. 7, Sched. 38, s. 13 (1-4) - 30/06/2007 2009, c. 18, Sched. 26, s. 20 (1-16, 18) - 28/09/2009; 2009, c. 18, Sched. 26, s. 20 (17) - 05/05/2015; 2009, c. 34, Sched. S, s. 9 - 15/12/2009 2010, c. 1, Sched. 26, s. 8 - 01/01/2011; 2010, c. 26, Sched. 18, s. 42 (1-5, 8-10) - 08/12/2010; 2010, c. 26, Sched. 18, s. 42 (6-7, 11) - 31/12/2013 2011, c. 9, Sched. 38, s. 4 - 01/09/2013 2014, c. 7, Sched. 28, s. 17 - 10/12/2018 2015, c. 38, Sched. 18, s. 10 (1, 2) - 09/05/2016 2016, c. 5, Sched. 26, s. 5 (1, 2) - 19/04/2016 2017, c. 8, Sched. 28, s. 7 (1-3) - 17/05/2017; 2017, c. 34, Sched. 37, s. 9 - 14/12/2017 2018, c. 17, Sched. 38, s. 4 - 06/12/2018 2019, c. 7, Sched. 25, s. 20 - not in force 2021, c. 8, Sched. 9, s. 40 (48, 49) - 29/04/2022 2022, c. 23, Sched. 8, s. 1 (1, 2) - 08/12/2022 2023, c. 21, Sched. 10, s. 11 (1, 3, 4) - 04/12/2023;
2023, c. 21, Sched. 10, s. 11 (2, 5) - not in force 143.1 Repealed: 2017, c. 34, Sched. 37, s. 10. Section Amendments with date in force (d/m/y) 1994, c. 33, s. 8 - 01/01/1995 2017, c. 34, Sched. 37, s. 10 - 14/12/2017