Financial and Operations Advisory Section (FOAS)

Reports To

Member Regulation Policy

Specific Responsibilities

The Section advises on the development of rules and policies on financial and operational related matters affecting Dealer Members, and it provides a forum for the exchange of information on complying with CIRO and other requirements that relate to financial and operational related matters.

The Section is responsible for organizing seminars (including the annual Financial and Operations Advisory Section Conference) on financial, operations and general securities industry issues to assist in educating CIRO-regulated persons.

Membership

Membership in the Section is restricted to senior financial and operations officers or other persons having similar responsibilities, regardless of title who are employed by Dealer Members or Marketplace Members.

Standing Members are:

• President (or another officer of CIRO designated by the President)
• Chair of the Board (or another member of the Board designated by the Chair of the Board)

Liaison Officers: Liaison officers shall be appointed by the Section to represent:

1. The Bourse de Montreal;
2. Canadian Depository for Securities;
3. FundSERV Inc.;
4. The Canadian Derivatives Clearing Corporation and
5. The Canadian Investor Protection Fund.

Term

No term or limit on the number of terms

Nominating Process

Each Member shall be permitted to nominate a maximum of three persons for membership in the Section, providing they meet the membership requirements. Where a Member has nominated either two or three persons to be members of the Section, one of the nominations must be designated as the "Primary Member" and the other nomination(s) must be designated as the "Alternate Member(s)".

Appointment Process

The Vice-President, Member Regulation Policy will review all nominees and recommend appointments. The Senior Vice-President, Member Regulation will approve the appointments to the Section.

Show of Support

Each Member with members in the Section shall be entitled to one (1) show of support at the Section's meetings; provided that if any two (2) or more Members are affiliates of each other, such Members shall jointly be entitled to one (1) show of support at the Section's meetings. The individual chairing the Section meeting (the Chair, Vice-Chair or his or her designate) shall only vote in the case of a tie vote.

Chair and Vice-Chair

The Chair and Vice-Chair of the Section shall hold office for a two-year term commencing on the date of the Section Annual Meeting of the relevant year. In order to ensure continuity, the Vice-Chair will assume the role of Chair of the Executive Committee for the subsequent two-year period.

Meeting Schedule

The Section will meet a minimum of three times annually at the request of the Vice-President, Member Regulation Policy. Special meetings may be called at the request of the Chair, the Senior-Vice President, Member Regulation or the President and CEO.

Executive Committee

The Section shall be governed by an Executive Committee comprised of the Chair and Vice-Chair of the Section, with up to 13 additional members. Only one person from each member may sit on the Executive Committee for the subsequent two-year period.

Chair and Vice-Chair: The Chair and Vice-Chair of the Section shall be the same individuals and be subject to the same term limits as the Chair and Vice-Chair of the Section, respectively.

A Nominating Committee comprised of the Chair and Vice-Chair shall submit to the Section Annual Meeting a list of persons that it recommends serve on the Executive Committee. In determining its recommended list of persons, the Nominating Committee shall ensure that there is equitable representation on a geographic (regional versus national dealers), business line (institutional versus retail, debt versus equity versus derivatives) and business size (small, medium and large sized firms) basis.

Appointment Process: The Vice-President, Member Regulation Policy will review all nominees and recommend appointments to the Senior Vice-President. The Senior Vice-President, Member Regulation will approve the appointments to the Executive Committee.

Sub-Committees

Standing Sub-Committees may be established at the initiative of CIRO with input from the Executive Committee.

Appointment Process: The Vice-President, Member Regulation Policy will review all nominees and recommend appointments to the Senior Vice-President. The Senior Vice-President, Member Regulation will approve the appointments to the Sub-Committee.

Executive

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Primary Members

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Alternate Members

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Capital Formula

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Contingency Planning

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Mutual Funds Dealers

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Operations

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