The Recognition Orders set out by the Canadian Securities Administrators (CSA) provide that IIROC’s governance structure and arrangements must ensure fair, meaningful and diverse representation on its Board of Directors and any committees of the Board, including a reasonable proportion of independent directors. IIROC also reviews its governance on an ongoing basis to ensure that there is a proper balance between, and effective representation of, the public interest and the marketplaces, dealers and other entities desiring access to the services provided by IIROC.
All IIROC Directors are responsible for ensuring that IIROC serves the public interest in protecting investors and market integrity, by articulating and ensuring it meets a clear public interest mandate for its regulatory functions.
Seven of IIROC’s 15 Directors are Independent Directors who are not affiliated with an IIROC member. In addition, the Corporate Governance Committee – which is charged with overseeing IIROC’s governance – is made up entirely of Independent Directors.
We also pay close attention to ensuring that the Dealer Directors on the IIROC Board represent a wide range of Dealer Members. Of our five Dealer Directors, three were from independent firms, two of which are based in Western Canada.
We believe that the IIROC Board is uniquely positioned to act in the public interest to protect investors and market integrity.