http://www.osc.gov.on.

ca Ontario Securities Commission (Canada)

THE COMMISSION
The Board of Directors of the Ontario Securities Commission oversees the management of the financial and other affairs of the Commission. The Board is comprised of the members of the Commission, each of whom is appointed by the Lieutenant Governor in Council for varying terms of office, not exceeding five years. The members of the Commission, or Commissioners, may be reappointed by the Lieutenant Governor in Council for further terms. There must be at least nine but not more than fourteen Commissioners. Presently, the Board is comprised of eleven Commissioners; three of whom are full-time executive managers of the Commission and eight of whom are part-time non-executive Commissioners. The fulltime Commissioners are: David A Brown, Q.C., Chair and Chief Executive Officer of the Commission, who acts as Chair of the Board and Paul M. Moore, Q.C., Vice-Chair. The part-time Commissioners are: Paul K. Bates Robert W. Davis Harold P. Hands Robin W. Korthals M. Theresa McLeod H. Lorne Morphy Q.C. Robert L. Shirriff, Q.C. Suresh Thakrar, FIBC Wendell S. Wigle, Q.C.

The Commissioners meet every two weeks to deal with regulatory policy matters. In addition, the Commissioners meet regularly, and no less than quarterly, as a Board of Directors to discharge their responsibility for the oversight of the management of the financial and other non-regulatory affairs of the Commission. In this capacity, the Board is charged with oversight responsibilities similar to those customarily found in boards of directors of public companies. The Board exercises its oversight both through regular meetings of the full Board and through regular meetings of the three standing Committees of the Board: the Audit and Finance Committee, the Corporate Governance and Nominating Committee and the Compensation Committee. From time to time the Board has established other temporary committees or retained consultants or other advisors to advise it on specific matters. All of the members and each of the Chairs of the three standing Committees of the Board are part-time non-executive Commissioners, with the exception that the Chair of the Commission is an ex officio, non-voting member of the Governance and Nominating Committee. The Commissioners serving on the Committees of the Board are as follows. Audit and Finance Committee

Robert W. Davis, Chair Paul K. Bates Robert W. Korthals Robert L. Shirriff, Q.C.

Corporate Governance and Nominating Committee

H. Lorne Morphy Q.C., Chair Robert W. Davis Harold P. Hands M. Theresa McLeod Robert W. Korthals Suresh Thakrar David A Brown, ex officio member

Compensation Committee

Harold P. Hands, Chair M. Theresa McLeod Robert L. Shirriff, Q.C.

The Commission's Regulatory Oversight Function In addition to their responsibilities as members of the Board, the Commissioners are charged with statutory responsibility for the administration of the Act. The Commissioners' regulatory oversight responsibilities are exercised partly through regular policy meetings of the full Commission every second Tuesday at which the Commission considers matters arising under the Securities Act, including, but not limited to, approving Commission policies and rules. The Commissioners also sit as an adjudicative tribunal when required.