On September 18, 2018 the Office of the Superintendent of Financial Institutions (OSFI) published the final updated version of its Corporate Governance Guideline (“2018 CG Guideline“). The 2018 CG Guideline is more principles-based and sets out OSFI’s expectations for boards of directors (the “Board”) of federally regulated financial institutions, focusing particularly on Board effectiveness.
The 2018 CG Guideline’s main updates include:
- providing Boards with more discretion to meet the principles of the guideline, considering their organizations’ size, complexity and risk profile;
- clarifying the delineation between Board and senior management responsibilities; and
- consolidating Board duties previously set out in numerous OSFI guidelines and advisories.
OSFI has said it will conduct information seminars for directors and corporate secretaries of federally regulated financial institutions in fall 2018.
Please note that the 2018 CG Guideline does not apply to the Canadian branch operations of foreign financial institutions. However, OSFI plans to review and amend guidelines E-4A Role of the Chief Agent & Record Keeping Requirements and E-4B Role of the Principal Officer & Record Keeping Requirements in the near future.
