The OSC’s Office of the Whistleblower

An interview with André Moniz and Shaifali Joshi-Clark.

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Originally published: July 27, 2018

The Ontario Securities CommissionOntario Securities Commission An independent Crown corporation that is responsible for regulating the capital markets in Ontario. Its mandate is to provide protection to investors from unfair, improper or fraudulent practices, to foster fair and efficient capital markets and confidence in capital markets, and to contribute to the stability of the financial system and the reduction of systemic…+ read full definition’s Office of the Whistleblower was established in 2016 to administer the Whistleblower Program (the Program) as set out in OSC Policy 15-601. This recently-created Office of the Whistleblower, housed within the enforcement branch of the OSC, is made up of a specialized team who focus on encouraging individuals to come forward about possible violations of Ontario securities law including corporate disclosure and financial statement-related misconduct, illegal insider trading and/or tipping, market manipulation and fraud.

We sat down with André Moniz, Manager, and Shaifali Joshi-Clark, Senior Forensic Accountant, to talk about the Whistlelower Program, the Office of the Whistleblower and ways to contact the team.

To submit a tipTip The sharing of important information about a company not known to the public.+ read full definition, visit OfficeoftheWhistleblower.ca or call the whistleblower hotline at 1-888-672-5553.

Andre Moniz

Shaifali Joshi-Clark

Manager Senior Forensic Accountant

What is the Whistleblower program and the Office of the Whistleblower?

André: The Whistleblower Program and the Office of the Whistleblower are important investor protection initiatives of the Ontario Securities Commission (OSC).

The Whistleblower Program encourages individuals to report high quality, timely, specific and credible information about possible violations of Ontario securities law to the OSC’s Office of the Whistleblower. To encourage the reporting of misconduct, the Program offers protections to whistleblowers and whistleblowers may also be eligible for a financial award of up to $5 million.

The Office is a unit within the OSC’s Enforcement Branch, and our objective is to administer the Whistleblower Program to help the OSC identify and halt misconduct early and quickly to minimize investor losses. The Office is staffed with lawyers and accountants who have experience in conducting enforcement investigations and proceedings. We review each whistleblower submission very carefully to determine appropriate next steps, including whether it requires further follow-up or an investigation. It has been two years since the program launched and we’ve received about 200 tips so far, some of which have been referred for an investigation.

Shaifali: We think it’s time to change the conversation around whistleblowing. Whistleblowers provide a valuable service in bringing forward information that may not otherwise come to light, and they should be supported. We at the OSC see ourselves as the whistleblower’s advocate.

We are pleased with the active participation and interest shown by whistleblowers and potential whistleblowers. We encourage individuals to come forward and report information on serious securities and derivatives misconduct. We want to uncover hard-to-detect misconduct that may otherwise continue to financially harm investors.

André: If we get people to come to us sooner, it means that we can potentially stop the misconduct and harm earlier and prevent investor losses. Essentially, we’re trying to move the starting line of an investigation closer to the finish line. We also believe that the Program is an opportunity for organizations to review and enhance their compliance systems and foster an environment where the internal reporting of misconduct is encouraged.

An important part of our work is to increase public awareness of the OSC’s Whistleblower Program and to reach out to organizations to discuss its implications. So far, we have participated in over 50 events which have been attended by over 3,000 industry stakeholders and investors. We invite investors, executives, compliance officers and other people in organizations to attend our events where we talk about the program, their responsibilities as an organization as well as an employer, and how to best support their own internal whistleblower programs.

Do whistleblowers receive monetary awards?

André: We believe that the payment of a whistleblower award is a significant part of our Whistleblower Program. We’re mindful that whistleblowing can be a hard thing to do. It can mean providing information about an organization that you work for, or about colleagues that you’ve developed a working relationship with. But we remind people that it is an important public service and it should be encouraged because it’s also the right thing to do.

A whistleblower may receive a financial award of up to a maximum of $5 million if their information leads to an OSC administrative proceeding where more than $1 million in monetary sanctions are ordered or voluntary payments are made and the award range is 5 to 15% of these amounts. We’ll look at the quality of the information, how it helped an investigation, and the whistleblower’s role among other factors to help determine any awards.

What protections are available to whistleblowers?

Shaifali: The protection of a whistleblower’s identity is very important to us as it removes one of the principal impediments to a whistleblower who wishes to come forward but fears potential adverse consequences. Where the law permits us to, we use reasonable efforts to protect a whistleblower’s identity as well as any information that could reasonably reveal their identity. All staff in the OSC have received extensive training on the handling of whistleblower matters and we take this whistleblower protection very seriously.

André: There have been important changes to securities law in Ontario relating to how whistleblowers are protected. For example, employers cannot punish an employee for whistleblowing or threaten to take action against them if they do. Also, employers cannot use confidentiality agreements or workplace policies to silence whistleblowers. If a whistleblower feels that they are being negatively impacted by an employer, they also have the option of taking legal action against their employer as set out in the Ontario Securities Act.

A whistleblower can also submit a tip anonymously if they do so through a lawyer. This will enable the whistleblower to report the information through counsel without disclosing his or her identity. A whistleblower’s identity will ultimately have to be disclosed to the OSC before any whistleblower award is made so that we can be satisfied that the whistleblower meets the eligibility requirements. Lastly, if there is a financial award, we can arrange for payment through the whistleblower’s lawyer.

How can someone provide a tip?

André: There are two ways to get in touch with us. People can visit our website, OfficeoftheWhistleblower.ca or call our whistleblower hotline at 1-888-672-5553.

Shaifali: OfficeoftheWhistleblower.ca is the primary source of information about us and the program. Our website also serves as the portal through which whistleblowers can submit a tip and upload any documents. We encourage anyone who believes they have information on a possible violation of securities law to submit a tip via the online portal on our website or by mail.

For more information on how the OSC Whistleblower Program is contributing to a stronger culture of compliance, read this OSC news release.

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