Next step is to revitalize the general counsel’s office to align with the new structure
The Ontario Securities Commission has undergone significant structural and governance changes following recent recommendations from the Ontario Capital Markets Modernization Taskforce which resulted from the proclamation of the Securities Commission Act, 2021. These changes include splitting the chair and Chief Executive Officer role into two distinct positions, and the separation of the regulatory and adjudicative functions at the OSC - an independent Crown agency that regulates Ontario's capital markets.
As a member of the advisory committee supporting the task force, Naizam Kanji played a significant role in implementing these changes together with his colleagues. He also served as liaison between the OSC and the Ministry of Finance.
“The goal is to create a more modern and stronger and more effective OSC that is not just independent in its tribunal work, but also has a more modern governance structure with a separate chair, CEO and a board that is overseeing the strategic and policy functions of the OSC,” says Kanji, who earned the title of general counsel at the OSC in 2020.
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“I’m really proud of that and the seamless way it occurred, such that we feel our stakeholders have not noticed any negative outcome from these changes,” he adds.
Kanji joined the OSC in 2000 as a junior lawyer in the mergers & acquisitions team in the corporate finance branch. After rising through the ranks, he went on to create a separate office of mergers & acquisitions where he became the director. After becoming comfortable in that role, he was given opportunities to expand his remit beyond M&A, such as leading the OSC’s burden reduction task force.
When he rose to wear the general counsel’s hat in 2020, Kanji took on a multi-layered and complex role. Not only does he manage the typical duties of a general counsel at a corporation such as drafting bylaws and defending the corporation from litigation responsibilities, but he also has the additional obligations of a GC at a public sector body, which include navigating directives for everything from procurement to expenses to negotiating a Memorandum of Understanding with the Minister of Finance every five years.
The OSC is regulated with a very specific mandate, so Kanji is also responsible for advancing that mandate and ensuring the commission is working within that mandate at all times. In addition, Kanji acts as a senior legal advisor to the commission, to the executive, to the board and staff, providing advice on all legal policy, risk management and strategic issues. He oversees the general counsel’s office which does the day-to-day work on specific corporate, public sector and regulatory responsibilities, and oversees the collection process for the OSC and the allocation of money that is collected.
Among its many roles, the general counsel’s office – consisting of around 20 people – is currently focused on the crypto sector and defining the OSC’s jurisdiction within the crypto space and determining appropriate parameters. They also provide support to those in compliance and enforcement work with regard to crypto.
Kanji is also keeping an eye on changing expectations with institutional investors in the environmental, social and governance space.
“The general counsel’s office is assisting in the rulemaking around materiality and trying to understand the meaning of materiality and how broadly the concept is viewed from an ESG perspective,” he says.
Working with a team that appreciates and supports the mandate and objectives of the OSC as a public interest entity makes Kanji’s job easier, he says.
“That makes for a really good base on which to be a manager and leader because you have this purpose-filled mandate that the staff strongly believe in, so then your job becomes to help them be effective in supporting that mandate and empowering them to do so,” Kanji says.
Looking ahead, one of Kanji’s major goals is to conduct a strategic review of the general counsel’s office to ensure it is aligned with the newly transformed OSC.
“I think it’s important for the general counsel’s office to be revitalized and renewed, and to involve the team and internal stakeholders in that process,” says Kanji. “We’re doing a real 360 review of what we do, how we do it, why we do it, and where we can do better to really create this general counsel’s office of the future.”
