Issuers Apprehensive Of OSC's Proposed Whistleblower Program

The public comments on the Ontario Securities Commission (OSC)'s proposed whistleblower program (Program) evidence considerable concern that the Program could undermine issuers' internal reporting and compliance programs, create conflicting duties and incentives for employees, and prevent issuers from disciplining employees for wrongdoing.

While the comment letters from issuers, law firms, industry associations, academics and investor advocates were in large part supportive of the goals of the Program, many identified causes for concern as to specific aspects of the Program as outlined in OSC Staff Consultation Paper 15-401 – Proposed Framework for an OSC Whistleblower Program (Consultation Paper). In addition to the items noted above, commenters also flagged the size and structure of the proposed financial incentive, the Program's proposed funding structure, the perceived lack of clarity of the types of behaviour to be targeted by the Program and the eligibility for