2 - WHO IS AN INSIDER WITH REPORTING OBLIGATIONS?
2.1 Am I an insider?
In general, you are an insider if you hold one or more of the following positions with the reporting issuer:
- director
- senior officer
-
significant security holder - that is, if you (or your company) control 10% or more of the voting rights in the issuer's securities (or, in Quebec, 10% of a class of the issuer's securities).
A senior officer generally means:
- the chair, vice-chair, president, vice-president, secretary, treasurer, general manager of a company or any other individual who performs functions for an issuer similar to those normally performed by an individual occupying any of these positions
- each of the five highest paid employees of an issuer (except in Quebec).
Therefore, even if you do not hold a senior officer title, but are one of the top five highest paid employees of the issuer, you are considered an insider in all jurisdictions except Quebec. However, in British Columbia and Saskatchewan, you are not an insider if you are one of the five highest paid employees (and not otherwise a senior officer because of your title), but are a commissioned salesperson not part of management. If you are a vice-president who does not make policy nor has access to material confidential information about the issuer, see question 2.4.
You are also an insider if you are a director or senior officer of a company that is itself an insider or subsidiary of a reporting issuer.
In addition, in certain other circumstances, you may be deemed to be an insider. Please see question 2.3 which explains the circumstances in which you would be deemed to be an insider for insider reporting purposes.
For a definitive answer on whether you are an insider, consult the securities legislation of the relevant province.
2.2 Do I have to report if I am an insider?
Yes. You need to report your holdings and transactions in securities of the reporting issuers of which you are an insider, unless you are exempt.
2.3 Do I need to report for a period before I was a director or senior officer of the relevant reporting issuer?
Yes, in certain situations.
- If you are a director or senior officer of an issuer that itself becomes an insider of a reporting issuer, you are considered to have been an insider of the reporting issuer for the previous six months or for the shorter period that you were a director or senior officer of the issuer.
- If a reporting issuer becomes the insider of another reporting issuer, and if you are a director or senior officer of the latter reporting issuer, you are considered to have been an insider of the former reporting issuer for the previous six months or for the shorter period that you were a director or senior officer of the latter reporting issuer.
If you are such a director or senior officer, you will need to file an initial insider report containing the securities transactions or positions to be reported during these periods. These circumstances may apply, for example, on the amalgamation of two issuers.
