OSC’s whistleblower program open for business

Ready, set, blow!

If you’re sitting on a misconduct tip, the OSC’s whistleblower office is ready for your submission.

The new program launched on July 14, 2016. At the commission’s offices in Toronto, Maureen Jensen, OSC’s chair and CEO, and Kelly Gorman, chief of the whistleblower office, made statements and answered questions.

Jensen expects the program to immediately affect firm culture and tone at the top, as the program motivates firms “to continually enhance their internal compliance systems and foster an environment where internal reporting of misconduct is both encouraged and taken seriously.”

Read: OSC announces whistleblower program launch date

Gorman says, “It’s time to change the stigma of whistleblowing. […] Whistleblowers deserve to be protected and compensated for the personal and professional risk they take in coming forward, and we have structured our program accordingly.”

Whistleblower protection

Protection is twofold, with provisions for confidentiality and anti-retaliation.

“We will use all reasonable efforts to protect the identity of a whistleblower, including maintaining confidentiality over information that may tend to reveal a whistleblower’s identity,” says Gorman.

In practice, that means cases will be numbered (no whistleblower names), and information that identifies whistleblowers will be highlighted during the submission process and protected during the investigation. “We’ll be very careful about how we use that information,” says Gorman.

Whistleblower compensation

The OSC’s whistleblower compensation is 5% to 15% of sanctions/voluntary payments, with a cap of $1.5 million. The cap is $5 million when sanctions/voluntary payments exceed $10 million and the OSC collects $10 million or more.

Whistleblowers “often provide information that’s so specific,” adds Jensen, “it narrows down the pool of people it could be. That’s why it’s not just their identity that needs to be [kept anonymous] but also the source of the information.”

Anti-retaliation provisions are amendments to the Securities Act that:

• make retaliation a violation; and
• render unenforceable any contractual provisions designed to silence a whistleblower (such as employee contracts, termination agreements or codes of conduct).

Read: OSC whistleblower program released

“Companies with a strong culture of compliance should not fear whistleblowers,” says Gorman. “Rather, they should recognize they’re an important resource in helping the company to identify and address wrongdoing. When this is not the case, we will take action against an employer where warranted.”

While the OSC can’t reinstate a fired whistleblower, Gorman says firms may be fined if an administrative hearing confirms the firing was in retaliation.

Whistleblower award eligibility

Who	What
Those acting alone or jointly Examples: employees, former employees, suppliers, contractors No directors, officers, CCOs, in-house counsel, auditors (exceptions apply) No businesses or organizations	High-quality info that’s timely, specific and credible Must be voluntarily provided and not previously known to the OSC Must result in $1 million or more in sanctions/voluntary payments to the OSC

Source: Office of the Whistleblower handout