IDA Member firms approve proposed merger with Market Regulation Services Inc.



    TORONTO, Dec. 17 /CNW/ - Member firms of the Investment Dealers
Association of Canada (IDA) voted at a Special Members meeting called to
approve a merger proposal with Market Regulation Services Inc. (RS).
    Member firms overwhelmingly supported (with 98.3% of votes cast) a
resolution approving the combination of the Association with Market Regulation
Services Inc. into a new self-regulatory organization.
    "We are very pleased that Member firms have endorsed positive change to
consolidate market and member regulation in a single national self-regulatory
organization that will benefit the investing public and the Canadian capital
markets", said IDA Chair Ronald S. Lloyd.
    CEO and President designate of the new SRO Susan Wolburgh Jenah thanked
member firms for their strong support for "this important step towards
modernizing, simplifying and strengthening Canada's self regulatory system.
Combining the IDA and RS into a single national SRO is fundamental to ensuring
strong, streamlined, expert self-regulation in Canadian capital markets".
    Next steps in the process include seeking regulatory approval from the
Canadian Securities Administrators. "We are committed to working
collaboratively and efficiently with the CSA in the upcoming approval and
public comment process and are optimistic that we can meet our target launch
date of April, 1 2008", said IDA Chair Ronald S. Lloyd.

    The Investment Dealers Association is the national self-regulatory
organization of the Canadian securities industry. The IDA regulates the
activities of investment dealers in terms of both their capital adequacy and
conduct of business. As a Member firm, an organization must meet stringent
capital requirements, demonstrate a willingness to conduct its business in a
manner consistent with the by-laws, rules and regulations of the Association
and be subject to ongoing supervision. Investor protection is a top priority.


    
                           IDA/RS PROPOSED MERGER
                           ----------------------
                                 BACKGROUNDER
                                 ------------

             To accompany media release dated December 17, 2007
    

    Overview

    The Board of Directors of the Investment Dealers Association of Canada
(IDA) and the Board of Directors of Market Regulation Services Inc. (RS) have
agreed, subject to the approval of the Members of the IDA, the shareholders of
RS, and the Canadian Securities Administrators (CSA), to create a new
self-regulatory organization (SRO) provisionally called New Regco. The new SRO
will combine the regulatory activities of the IDA and RS in a single
organization.

    Rationale

    The combination of the IDA and RS is intended to simplify, streamline and
consolidate the self-regulatory system while enhancing its quality and
effectiveness, enhancing investor protection, maintaining fair, efficient and
transparent markets and reducing risk to the Canadian financial system. The
IDA and RS believe that the proposed combination will permit a more effective
allocation of regulatory resources and improve the performance of
self-regulation for the benefit of Canadian capital markets overall.

    New Organization

    New Regco will be a non-share capital corporation and will have two
classes of members. Dealer Members and Marketplace Members will have the same
rights and entitlements, subject to legal requirements. Each member of New
Regco will have one vote.
    New Regco will regulate Dealer Members in a manner similar to the IDA's
current regulation. New Regco will also regulate the trading conduct of the
members and subscribers that participate directly in its Marketplace Members.
All Members will remain subject to oversight and regulation by the CSA. New
Regco will monitor the conduct and trading activities of Regulated Markets
that are ATSs.

    Organizational Structure

    The organizational structure of New Regco has been designed to
effectively balance the preservation of the member and market regulation
capabilities of the IDA and RS, respectively, while facilitating the necessary
degree of integration to realize the objectives of the merger. Susan Wolburgh
Jenah will be the President and Chief Executive Officer of New Regco
responsible for overall management of the business and affairs of New Regco
and reporting to the Board.
    The following senior officers will be included in the executive
management team:

    Paul Bourque, Senior Vice President
    Mr. Bourque will oversee Member and Market Regulation Policy,
    Enforcement, Registration and Member Services.

    Rosemary Chan, Senior Vice President, General Counsel and
    Secretary
    Ms. Chan will oversee corporate counsel, disciplinary hearing
    coordination, strategic planning, research and special projects.

    Maureen Jensen, Senior Vice President
    Ms. Jensen will oversee Member and Market Surveillance and
    Compliance.

    Steven Rostowsky, Senior Vice President
    Mr. Rostowsky will oversee finance, IT services, human resources
    and office services/administration.

    The regional Vice Presidents and other officers and staff of each of the
IDA and RS at their respective offices will continue to be integral components
of the organization structure of New Regco.

    Board of Directors

    The Board of New Regco will consist of 15 directors: 5 directors
representing the Dealer Members, 2 directors representing the Marketplace
Members, 7 independent directors and the CEO.

    
    Directors of New Regco:

    Director                          Biography


    Kerry D. Adams     Independent  Ms. Adams served as Commissioner and
    Toronto, Ontario                Director of the Ontario Securities
                                    Commission from 1996 to 2003 and as
                                    Chair of the Investor Education Fund
                                    from 2000 to 2006. Ms. Adams is the
                                    President of K. Adams & Associates
                                    Limited since 1991. Prior to that she
                                    was the President of Widcor Limited and
                                    Widcor Financial.She is a former Partner
                                    with Peat Marwick (now KPMG). Ms. Adams
                                    served for six years as a founding member
                                    of the CICA Accounting Standards
                                    Oversight Council. Currently she is a
                                    director on the Boards of Indigo Books
                                    & Music and Primaris Retail Real Estate
                                    Investment Trust and a member of the Bank
                                    of Nova Scotia Master Trust and Pension
                                    Investment Committees. Ms. Adams is
                                    active in community service, having
                                    served on the Boards of Directors for
                                    Pickering College, Queen Elizabeth
                                    Hospital, and Women's College Hospital,
                                    and as a member of U of T's President's
                                    Investment Advisory Committee.

    Roger G.           Dealer       Mr. Casgrain is Executive Vice-
    Casgrain                        President and member of the Board of
    Montreal, Quebec                Directors of Casgrain & Company Limited,
                                    investment dealer. He has been involved
                                    with the firm since 1983. Prior to this,
                                    Mr. Casgrain worked with CIBC Wood Gundy
                                    for three years. He holds a Bachelor of
                                    Commerce with honors from Queen's
                                    University, an MBA from l'Université de
                                    Lausanne (Switzerland) and the CFA
                                    designation. Mr. Casgrain is a member of
                                    the Board of Directors of the IDA and of
                                    CanPx. He is also a member of the Human
                                    Resources & Pension Committee of the
                                    IDA, a member of the Debt Markets
                                    Committee of the Investment Industry
                                    Association of Canada (IIAC) and a
                                    member of the Investment Committees of
                                    Queen's University Endowment Fund and
                                    the Villa Maria Foundation.

    David F. Denison   Independent  Mr. Denison is the President and CEO
    Toronto, Ontario                of the CPP Investment Board and is
                                    responsible for leading the organization
                                    and its investment activities. He has
                                    24 years of experience in the financial
                                    services sector, including senior
                                    postings in investment, consulting and
                                    mutual fund businesses in Canada, the
                                    United States and Europe. His previous
                                    firms have included Merrill Lynch, S.G.
                                    Warburg Canada, Midland Walwyn and Mercer
                                    Consulting. Mr. Denison joined Fidelity
                                    Investments Canada in 1995 as the
                                    company's Chief Operations Officer and
                                    was later named President. From 2000 to
                                    2003, Mr. Denison served as President
                                    of Fidelity Investments Institutional
                                    Brokerage Group in Boston before resuming
                                    his duties as President of the Canadian
                                    company, a position he held until his
                                    appointment to the CPP Investment Board.
                                    Mr. Denison is a current director of
                                    York University, The Toronto
                                    Rehabilitation Institute, The York
                                    School, The Canadian Coalition for Good
                                    Governance and also serves on the
                                    Campaign Cabinet for The United Way of
                                    Greater Toronto.

    Michael A.         Independent  Mr. Grandin is currently the Chairman
    Grandin                         and Chief Executive Officer of Fording
    Calgary, Alberta                Canadian Coal Trust. From October 2001
                                    to April 2002, Mr. Grandin was President
                                    of PanCanadian Energy Corporation, and
                                    from February 2004 to January 2006 he
                                    also served as Dean of the Haskayne
                                    School of Business at the University of
                                    Calgary. From 1998 to 2001 he was the
                                    Executive Vice-President and Chief
                                    Financial Officer of Canadian Pacific
                                    Limited. Prior to that he served as Vice-
                                    Chairman and director of Midland Walwyn
                                    Capital Inc. Mr. Grandin serves as
                                    director of EnCana Corporation and BNS
                                    Split Corp.

    Daniel Leclair     Independent  Mr. Leclair has more than 30 years of
    Shefford, Quebec                experience in financial management.
                                    After 13 years with Hydro Québec, he
                                    retired at the end of 2005. Hired as
                                    Vice-President - Financing and Treasurer,
                                    he was promoted to the position of
                                    Executive Vice-President and Chief
                                    Financial Officer in 1998. Mr. Leclair's
                                    previous experience in management
                                    includes Vice-President and Treasurer at
                                    Montreal Trust, part of the management
                                    team that founded the Caisse centrale
                                    Desjardins, and other management
                                    positions with Canadian and foreign banks
                                    related to domestic and international
                                    markets. Mr. Leclair sits on various
                                    Boards and pension fund investment
                                    committees. He is also Chairman of the
                                    Institut de Finance mathématique de
                                    Montréal (IFM2) and of the Foundation of
                                    Pierre Boucher Hospital.

    Robert W.          Dealer       Mr. LeSourd is a founding partner of J.F.
    LeSourd                         Mackie & Company Ltd., an independent
    Calgary, Alberta                equity investment firm providing, among
                                    other things, financial advisory services
                                    to early stage companies. He brings over
                                    17 years of experience with one of
                                    Canada's largest banks to his role of
                                    overseeing the firm's business functions
                                    and operational activities. Prior to
                                    forming J.F. Mackie, Mr. LeSourd served
                                    as Vice-President and Director of Royal
                                    Bank Action Direct Inc., the discount
                                    brokerage arm of the Royal Bank of
                                    Canada. Prior to his Head Office
                                    appointment, Mr. LeSourd was Regional
                                    Vice-President, Prairies & NWT for Royal
                                    Bank Action Direct Inc. Additional
                                    positions held within the Royal Bank
                                    include Manager Service & Operations and
                                    Manager Market Development for South
                                    Calgary and various Branch Manager
                                    positions for the Bank in Calgary.

    Ronald S. Lloyd    Dealer       Mr. Lloyd is Chairman and Chief
    Toronto, Ontario                Executive Officer for Credit Suisse
                                    Canada and also has responsibility for
                                    heading up Credit Suisse's Canadian
                                    Investment Banking team. Mr. Lloyd has
                                    over 20 years of experience in the
                                    Canadian financial services industry. He
                                    joined Credit Suisse First Boston in July
                                    2005 from Merrill Lynch where he was
                                    Managing Director and President and Chief
                                    Executive Officer, Merrill Lynch Canada.

    William Moriarty   Dealer       Mr. Moriarty is a Vice-Chairman of
    Toronto, Ontario                RBC Capital Markets and currently
                                    serves as Head of the Global Research
                                    Division. Prior to this role he served
                                    as Head of the Global Equity Division,
                                    Head of the Alternative Investments
                                    Division and Co-Head of the Capital
                                    Market Services Division. He has served
                                    in various capacities for such
                                    organizations as the Toronto Society of
                                    Financial Analysts, The Toronto Stock
                                    Exchange, the Montreal Exchange, the
                                    IDA and currently serves as the Chair
                                    of Market Regulation Services Inc.

    Daniel F. Muzyka   Independent  Professor Muzyka is the Dean and a
    Vancouver, British              Professor at the Sauder School of
    Columbia                        Business, The University of British
                                    Columbia. Prior to assuming this
                                    position in 1999, Professor Muzyka
                                    taught and held senior administrative
                                    positions at a number of universities
                                    and institutions including Harvard,
                                    INSEAD, Babson College, Northeastern,
                                    Wharton School and Williams College. In
                                    addition, he has acted as a board
                                    member and consultant to several other
                                    business and not-for-profit organizations
                                    such as the Vancouver Board of Trade
                                    (Past Chair), GMAC, New Ventures B.C.,
                                    Premier's Technology Council and the
                                    European Venture Capital Association.
                                    Professor Muzyka is currently a public
                                    director of the IDA.

    Richard Nesbitt    Marketplace  Mr. Nesbitt is the Chief Executive
    Toronto, Ontario                Officer of TSX Group Inc. Prior to
                                    joining TSX in 2001 Mr. Nesbitt served
                                    as President and Chief Operating Officer
                                    of BayStreetDirect Inc., an Internet-
                                    based investment dealer. Mr. Nesbitt
                                    served as President and Chief Executive
                                    Officer of HSBC Securities Canada for
                                    three years, after having worked for ten
                                    years at CIBC Wood Gundy. He has also
                                    worked with Mobil Oil Canada Ltd. and
                                    spent two years as a Lecturer at The
                                    University of Western Ontario School of
                                    Business. Mr. Nesbitt sits on a variety
                                    of business and not-for-profit boards
                                    including the Board of Directors of TSX
                                    Group Inc., Market Regulation Services
                                    Inc., the World Federation of Exchanges,
                                    CanDeal.ca Inc., Frontier College and the
                                    Prostate Cancer Research Foundation of
                                    Canada.

    Brian J. Porter    Dealer       Mr. Porter is the Executive Vice-
    Toronto, Ontario                President  and Chief Risk Officer of
                                    Scotiabank. Prior to this appointment, he
                                    held a variety of management positions,
                                    including Deputy Chairman, Scotia Capital
                                    Inc. Mr. Porter is Director and past-
                                    Chairman of the IDA, a Director of the
                                    Atlantic Salmon Federation and a member
                                    of the Faculty of Management Board of
                                    Advisors, Dalhousie University.

    Gerry Rocchi       Independent  Gerry Rocchi is a financial consultant
    Toronto, Ontario                residing in Toronto. Mr. Rocchi has
                                    served as Chief Executive Officer of
                                    Barclays Global Investors Canada from
                                    1997 to late 2004. Prior to that he
                                    spent 16 years with Imperial Oil Limited
                                    and ExxonMobil Corporation in a variety
                                    of financial management roles. Mr. Rocchi
                                    has significant experience participating
                                    in regulatory advisory bodies. He has
                                    served as a director of the Investment
                                    Counsel Association of Canada and as a
                                    member of a number of advisory groups,
                                    including the S&P/TSX Index Advisory
                                    Panel, the Ontario Council, the Rules
                                    Advisory Committee of Market Regulation
                                    Services Inc. ("RS") and the Regulatory
                                    Committee of the Investment Funds
                                    Institute of Canada. Mr. Rocchi has
                                    served as a director of RS from 2004 and
                                    is Chair of the Finance and Audit
                                    Committee of RS.

    Wendy Rudd         Marketplace  Ms. Rudd is the Chief Executive Officer
    Toronto, Ontario                of TriAct Canada Marketplace LP, an
                                    alternative trading system for Toronto
                                    Stock Exchange listed securities. Prior
                                    to joining TriAct she was Vice-
                                    President, Business Development with ITG
                                    Canada Corp. from 2001 to 2005. Ms. Rudd
                                    also held senior positions at CIBC World
                                    Markets Inc. and the Toronto Stock
                                    Exchange, where she spent 15 years and
                                    led a wide variety of divisions covering
                                    market data sales, member relationships,
                                    product management, research and equity
                                    market development.

    D. Grant Vingoe    Independent  Mr. Vingoe is a partner in the New York
    New York, New York              office of the international law firm,
                                    Arnold & Porter LLP. Mr. Vingoe
                                    provides U.S. legal advice in
                                    connection with cross-border securities
                                    transactions, financial services
                                    regulation, derivative instruments, and
                                    the regulatory aspects of investment
                                    management.

    Susan Wolburgh     President    Ms. Wolburgh Jenah is the President
    Jenah              and CEO      and Chief Executive Officer designate
    Toronto, Ontario                of New Regco. She is currently the
                                    President and Chief Executive Officer
                                    of the Investment Dealers Association
                                    of Canada (IDA). Prior to joining the
                                    IDA, Ms. Wolburgh Jenah was the Vice-
                                    Chair at the Ontario Securities
                                    Commission (Commission) from 2004 to
                                    2007. Ms. Wolburgh Jenah was the Acting
                                    Chair of the Commission from July to
                                    November 2005. Prior to her appointment
                                    as Vice-Chair, Ms. Wolburgh Jenah was
                                    General Counsel and Director of
                                    International Affairs. She joined the
                                    Commission in 1983 and held a variety
                                    of senior legal and management positions.
                                    She currently serves on the following
                                    not-for-profit boards and advisory
                                    committees: the Institute of Corporate
                                    Directors, the Audit and Finance
                                    Committee of the National Cancer
                                    Institute of Canada, the National
                                    Steering Committee on Financial
                                    Capability and the Dean's Advisory
                                    Council for Osgoode Hall Law School.
    

    Regulatory Approval Process

    Recognition orders to confirm New Regco's status as a recognized SRO are
being sought from provincial securities regulators in British Columbia,
Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia
and Newfoundland and Labrador (the legislation of Prince Edward Island, the
Yukon, the Northwest Territories and Nunavut does not currently provide for
recognition of SROs). In addition, to the extent that provincial securities
regulators have issued orders or delegated authority to the IDA or RS in
respect of the registration of Members or approved persons in the relevant
jurisdictions, similar orders and delegated authority will be sought for New
Regco. Existing orders or delegations that are to remain in effect for either
he IDA and RS following the establishment of New Regco will also be amended as
required.





For further information:

For further information: Susan Wolburgh Jenah, President and CEO, (416)
943-6941 or swolburghjenah@ida.ca; Connie Craddock, Vice-President, Public
Affairs, (416) 943-5870 or ccraddock@ida.ca

Organization Profile

IDA

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INVESTMENT DEALERS ASSOCIATION OF CANADA

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