Ontario Securities and Exchange Commission Whistleblower Program

Overview

The Ontario Securities Commission (OSC), introduced in July 2016, offers rewards up to $5 million for tips leading to an enforcement action by the OSC.

Examples of Violations

• The OSC whistleblower program offers rewards for reporting various violations, including illegal insider trading, tipping, fraud, misleading corporate disclosure, financial statement discrepancies, and trading-related misconduct.

Requirements (OSC Policy 15-601)

• Qualifying whistleblowers must meet eligibility criteria and must provide information that meets additional eligibility criteria, and any resulting action must lead to administrative proceedings with monetary sanctions over $1 million.

Information Eligibility Criteria

• Voluntarily providing original information is required.  Original information is defined as information not already known to the OSC from any other source.
• Original information is obtained through independent knowledge or analysis, encompassing a whistleblower’s experiences, communications, observations, or critical analysis of publicly available information.

Ineligible Information

• Ineligible information comprises tips that are misleading, untrue, speculative, non-specific, publicly known, illegally obtained, or subject to solicitor-client privilege.
• Examples of ineligible information include exchanges between lawyers and clients, information from third-party allegations in other forums, and data obtained in violation of criminal law.

Internal Reporting

• While encouraged, whistleblowers are not obligated to report misconduct through internal channels to participate in the program.
• If reporting internally, a whistleblower must submit a form within 120 days to be eligible for an OSC award.

Individual Eligibility

• Eligibility extends to employees, former employees, suppliers, contractors, clients, with exclusions for those in compliance, investigation, or audit functions.
• Businesses and organizations are not eligible whistleblowers.
• Exceptions may available in some circumstances (Section 15(2) of OSC Policy 15-601).

Culpable Whistleblowers

• Whistleblowers involved in the misconduct may still be eligible for an award, with the degree of complicity affecting the potential award amount.

Anonymous Whistleblowers

• Submissions can be made anonymously through an attorney. If their submission meets applicable eligibility criteria, anonymous whistleblowers must reveal their identity to the OSC before receiving an award, allowing verification of individual eligibility.