Patricia Callon, Chief Legal Officer & Director, Stakeholder Outreach and Communications, Canadian Securities Transition Office.
The Canadian Securities Transition Office (CSTO) was established in 2009 by the government of Canada with a mandate to lead and manage the transition from the current system of provincial and territorial regulators to a single Canadian capital markets regulator.
In 2013, the ministers of finance of British Columbia, Ontario and Canada agreed to move towards the establishment of a cooperative capital markets regulatory system (CCMR) and invited all provinces and territories to participate. The agreement calls for the parties to sign a memorandum of agreement and develop uniform capital markets legislation and complementary federal legislation, which is expected to be released by 30 April 2014. The CSTO continues to support efforts to establish and transition to the CCMR through the executives and staff in its Toronto and Vancouver offices.
Who’s Who Legal spoke to Patricia Callon, chief legal officer and director, stakeholder outreach and communications, about her role within the organisation, its interaction with the federal government and the current challenges facing the corporate governance sector in Canada. Callon joined the CSTO upon its establishment in 2009, and is a corporate and securities lawyer and executive with over 20 years of experience in the financial services industry. Prior to joining the CSTO, Ms Callon was engaged by the Ontario Securities Commission (OSC) to lead the participation by the Canadian Securities Administrators in the Joint Forum of Financial Market Regulators Point of Sale Project, to protect investors by simplifying disclosure for mutual and segregated funds.
WWL: Tell us about your role as chief legal officer and director at the Canadian Securities Transition Office.
I am chief legal officer and director, stakeholder outreach and communications at the Transition Office. I was the first employee hired by our CEO, Doug Hyndman, who was seconded from the British Columbia Securities Commission, and Larry Ritchie, our executive vice president and senior policy adviser, who was seconded from the Ontario Securities Commission. In the early days, I worked with Larry to set up our office in Toronto, including securing premises, hiring legal and administrative staff and establishing roles and responsibilities.
I have also been involved in all major initiatives of the project, including:
• the development of a transition plan to integrate provincial securities commissions and form a new Canadian securities regulatory authority. This was delivered to the Minister of Finance in July 2010;
• the development of national securities legislation that in May 2010 was referred to the Supreme Court of Canada for an opinion on its constitutionality;
• following the decision of the Supreme Court in December 2011, the development of a legal and administrative framework for a cooperative capital markets regulator and planning for a transition to that regulator; and
• assisting the governments of British Columbia, Ontario and Canada in the implementation of the cooperative capital markets regulatory system described in the Agreement in Principle signed by those governments on 19 September 2013.
In my role as director, stakeholder outreach and communications, I have led the Transition Office’s efforts to fulfill its statutory mandate to consult with stakeholders, including capital markets participants. Major milestones include:
• the development and execution of a communications and outreach strategy to build support for the project with industry, investor advocates, regulators, government and media;
• leading the team that designed a public website;
• the establishment of advisory committees to provide input and advice on our work; and
• outreach to, and consultation with, a wide range of stakeholders through a combination of in-person meetings and web-based and electronic communications.
WWL: Describe a typical day.
I can’t say there is any typical day for me. While there have been certain statutory requirements to meet, such as the delivery of a transition plan and the filing of annual reports, much of our work has been to consult with participating jurisdictions, stakeholder groups, regulatory and ministry staff and business and industry professionals in various parts of the country in an effort to establish a cooperative capital markets regulator.
WWL: Tell us a little more about your participation in top-level management decision-making.
I am part of the senior management team at the Transition Office. We meet regularly to set objectives and determine priorities.
WWL: How big is the legal and compliance department at CSTO?
The Transition Office is headed by Douglas M Hyndman, chair and chief executive officer, who is part of the executive team. I am part of the senior management team alongside our chief information officer and director, transition planning as well as the chief financial officer. We have a dedicated team of staff lawyers, located in offices in Toronto and Vancouver. At various times during the project, we have also benefited from the secondment of senior staff from participating regulators, including the British Columbia, New Brunswick, Saskatchewan and Ontario Securities Commissions.
WWL: What criteria do you use when deciding which firms/lawyers to instruct in relation to a legal issue?
We have retained law firms to contribute subject matter expertise and to assist in our work. In 2010, following a RFP process, we retained Gowling Lafleur Henderson as primary legal counsel on the transactional aspects of the transition to a cooperative regulator.
WWL: Describe the process that led to your selection as general counsel?
Prior to joining the Transition Office, I was an adviser to the Ontario Securities Commission and led the Canadian Securities Administrator’s work on the Point of Sale Project (POS) to improve disclosure of mutual and segregated funds to retail investors. I am the principal author of Joint Forum Framework 81-406: Point of Sale Disclosure for Mutual Funds and Segregated Funds, published in October 2008 (basis of current CSA rule).
I worked with both Doug and Larry on POS and when I learned that the federal government was establishing the Transition Office, I let them know that I was very interested in being part of this important project.
WWL: What is the greatest challenge – legal, practical or political – facing the corporate governance sector in Canada?
In my view, the greatest challenge facing the corporate governance sector is how to increase the diversity of our boards of directors. When I say “diversity”, I mean it in its broadest sense to include diversity of experience, education, age, background, gender and ethnicity.
WWL: What makes a good private practice lawyer?
A good private practice lawyer is someone who has a great deal of expertise, is able to provide practical advice and brings other experts to the table when necessary. They are responsive and can intuitively gauge when a client needs or wants a lengthy, detailed analysis and when clients are really asking for a short answer to the question, “What should we do?”
WWL: What do you consider to be your most important role as chief legal officer?
This is a unique role in a unique project that has evolved since our office was established. Accordingly, I consider my most important obligation to be to assist the government of Canada and the participating provincial and territorial jurisdictions to establish a cooperative capital markets regulator that satisfies each of their objectives. In other words, I am here to help make that happen.