Article 1 – Mandate

The CIRO Investor Advisory Panel (CIRO IAP) is an independent, voluntary, advisory panel to CIRO Staff. The mandate of CIRO IAP is to advise CIRO on regulatory issues and other matters of public interest in order to assist CIRO in the effective fulfillment of its public interest mandate and to convey issues of concern to investors for consideration by CIRO. The mandate of the CIRO IAP includes providing input and advice on investor protection and access to advice initiatives with a view to addressing gaps relating to under-served investors and promoting diversity, inclusiveness and equity.

The CIRO IAP will provide input to CIRO during the early stages of development of annual priorities, strategic plans, policies, rules, discussion papers and other regulatory initiatives. The CIRO IAP may advise and comment in writing on such policy, rules proposals, discussion papers or other regulatory initiatives of CIRO that are published for comment and potentially of other organizations as appropriate and relevant to the CIRO mandate. The CIRO IAP shall endeavour to maintain consistent dialogue with CIRO staff carrying out key operational and regulatory functions in order to further inform CIRO IAP member deliberations and enhance the advice the CIRO IAP provides to CIRO.

The CIRO IAP may raise current and emerging policy issues to CIRO that it identifies based on consultations or CIRO IAP members’ opinions as experts in the subject matter of the issue, and comment on the potential implications for investors posed by those issues.

The CIRO IAP may engage in independent research projects as needed to assist CIRO in the fulfillment of its public interest mandate.

Article 2 – Membership

2.1 Selection. CIRO IAP members will be selected through a public application process administered by CIRO staff. Membership applications will be reviewed by a nominating committee comprised of members of CIRO’s Governance Committee and Executive Management. The decision on selection of the CIRO IAP members will be made by the CIRO’s Governance committee1 .

In selecting the CIRO IAP membership, consideration will be given to the candidate’s relevant expertise (as discussed below) and the desire to achieve a CIRO IAP membership with diverse experiences, perspectives, backgrounds, knowledge and representation from across Canada.

Applicants shall disclose any conflict of interest between the private interests of the applicant and the potential future responsibilities of the applicant as a CIRO IAP member in their application for CIRO IAP membership, consistent with the requirements of Article 4.4.

2.2 Composition. CIRO IAP will consist of a minimum of five (5) and a maximum of eleven (11) individuals.

2.3 Experience. The CIRO IAP membership will consist of individuals with experience on matters of investor protection, concerns, issues or rights. The CIRO IAP membership should consist of individuals with varied expertise taking into consideration diversity and geographic location to ensure broad and diverse representation of investors’ views. Areas of expertise include:

• Investor education
• Consumer protection and outreach
• Seniors and/or vulnerable investor issues
• Younger and first-time investor issues
• Issues relating to under-served investors and communities
• Specific business models and products
• Professional regulation
• Government public policy
• Financial services
• Academics with a focus on securities regulation, consumer protection, investor rights or behavioural research

2.4 Terms. CIRO IAP members are generally appointed for two-year terms and cannot serve more than two consecutive terms. Some CIRO IAP members may be appointed to the inaugural CIRO IAP for a three-year term in order to stagger the turnover in CIRO IAP composition in subsequent years, to ensure effective functioning of the CIRO IAP. If a CIRO IAP member resigns before the end of their term, a new individual may be selected pursuant to the appointment process set out above.

2.5 Membership on other Investor Advisory Panels. Being a member on an investor advisory panel of another organization shall not disqualify an individual from applying for membership on the CIRO IAP or continuing to participate as a member of the CIRO IAP.

2.6 Chair. Members of the CIRO IAP will select a Chair (CIRO IAP Chair) whose responsibilities include:

• Leading and managing CIRO IAP activities
• Coordinating CIRO IAP public comment submissions
• Preparing agendas for CIRO IAP meetings
• Chairing CIRO IAP meeting
• Monitoring the effectiveness of the CIRO IAP in achieving its mandate
• Ensuring that members speak with a cohesive voice on behalf of the CIRO IAP

2.7 Vice-Chair. Members of the CIRO IAP will select a Vice-Chair (CIRO IAP Vice-Chair) to act as CIRO IAP Chair in case of the CIRO IAP Chair’s absence. In the event both the CIRO IAP Chair and CIRO IAP Vice-Chair are absent from a meeting, the CIRO IAP members present shall choose one of the other CIRO IAP members to chair the meeting.

2.8 Removal of Members. If a CIRO IAP member is no longer able to meet the specified responsibilities, that CIRO IAP member shall so advise CIRO and shall resign from the CIRO IAP. If the CIRO IAP forms the view that a CIRO IAP member is not meeting the specified responsibilities or has breached expected ethical and professional standards of conduct, the CIRO IAP shall be free to remove the CIRO IAP member from the CIRO IAP.

2.9 Honorarium. Members of the CIRO IAP will receive an honorarium for their participation on the CIRO IAP.

Article 3 – Meetings

3.1 Frequency. The CIRO IAP will meet at least quarterly. The Chair of the CIRO IAP may schedule up to six additional meetings to fulfill the CIRO IAP’s mandate without requiring approval of CIRO.

3.2 Attendance. CIRO IAP members are expected to attend most meetings and must maintain a good attendance record as the presence of a majority of the CIRO IAP members shall be necessary to constitute a quorum for the transaction of business at any meeting of the CIRO IAP.

3.3 Agendas. Meeting agendas shall be made public and set out at a minimum the dates of meetings, CIRO IAP member attendance and the topics discussed.

Article 4 – IAP Responsibilities

4.1 Effective execution of Mandate. CIRO IAP members must participate in the activities of the CIRO IAP and work collaboratively and effectively to execute the CIRO IAP’s mandate.

4.2 Honesty, Integrity and Good Faith. CIRO IAP members must act with honesty, integrity and in good faith when executing their duties as part of the CIRO IAP.

4.3 Confidentiality. CIRO IAP members must maintain the confidentiality of information provided to the CIRO IAP by CIRO including documents provided or the content or existence of any discussions held between them or CIRO, unless specific consent is provided by CIRO. CIRO IAP members shall not use, directly or indirectly, any information obtained or discovered as a result of their work on the CIRO IAP, for anything other than the CIRO IAP’s activities.

4.4 Conflicts of Interest. CIRO IAP members must conduct themselves in a manner consistent with their role as advisors to CIRO. If a conflict arises between the private interests of a CIRO IAP member and the responsibilities of that individual as a CIRO IAP member, the CIRO IAP member shall disclose the conflict by submitting a letter to the CIRO Governance Committee outlining the nature of the conflict. The Governance Committee shall resolve the conflict in favour of the public interest.

CIRO IAP members may be in a conflict of interest if any employment, business, financial or other personal considerations could interfere with their ability to express opinions on investor issues being considered by the CIRO IAP.

Article 5 – Reporting and Accountability

5.1 Meetings with and reporting to CIRO Board. The CIRO IAP Chair must meet with the CIRO Board at least twice a year in addition to meeting with the CIRO executives. The CIRO IAP will provide a written report annually to the CIRO Board on its activities and performance against its mandate.

5.2 Annual Report. The CIRO IAP will publish a report annually on its activities for the preceding year on the CIRO public website.

Article 6 – Role of the CIRO

​​​​​​​6.1 Liaison.  CIRO’s Investor Office is the liaison between the CIRO IAP and CIRO staff and serves as the Secretary to the CIRO IAP.  CIRO will respond to all formal communications from the IAP.

​​​​​​​6.2 Administrative Support. The CIRO IAP will receive necessary administrative support from CIRO to enable the CIRO IAP to operate effectively and will receive access to information as reasonably required.

• 1The CIRO Governance Committee members are all independent directors.