CIRO should not proceed with the Proposed Term Extensions.
The Proposed Term Extensions have not been supported by a sufficient analysis and are not supported by any international standards or best practices. There is a material risk that the Proposed Term Extensions will have a negative impact on CIRO’s governance and accountability by jeopardizing the independence of CIRO’s Independent Directors. There is also a material risk that the Proposed Term Extensions will have a negative impact on the public’s perception of CIRO’s governance and, by extension, the public’s confidence in Canada’s capital markets by giving rise to a real or perceived conflict of interest. CIRO’s extensive public interest mandate, the prominent role of its Independent Directors, the closed process for nominating and evaluating directors, and the recent Cybersecurity Incident are relevant considerations.
However, this proposal offers an opportunity to reevaluate and enhance CIRO’s governance and accountability by improving the transparency of the processes by which CIRO’s Independent Directors are selected and evaluated. This can be achieved by soliciting applications from the public, publishing for comment the criteria used to assess a candidate and the criteria used to evaluate Independent Directors, and providing the public with notice including the reasons a candidate has been selected, and an Independent Director has been re-nominated over new candidates.
Read the CFFiM’s response here.
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