The Ontario Securities Commission (OSC) has handed down a decision refusing to amend Hanane Bouji’s registration to allow her to serve as ultimate designated person (UDP) for scholarship plan firms Global RESP Corp. and Global Growth Assets Inc., citing concerns that it will be difficult for her to prevent improper involvement by her father, Issam El-Bouji.
In May, the OSC ruled that it did not have the authority to revise an enforcement order against the Global RESP firms, which requires the firms to have a new UDP after their previous UDP, Issam El-Bouji, was sanctioned in a disciplinary proceeding (including a nine-year ban from serving as a director or officer of a registered firm).
Read: OSC cannot revisit terms of regulatory enforcement order
In that decision, the OSC ruled that Hanane Bouji should go through the process of seeking registration as the firms’ UDP rather than amending the terms of the enforcement order. The OSC has now rejected that application.
OSC staff opposed the idea of her taking over as UDP of the firms, citing the terms of the enforcement order and her father’s “ongoing active involvement in the business of Global RESP,” the OSC’s latest decision states.
“Staff has obtained evidence, including admissions by Ms. Bouji under oath, that Mr. Bouji remains actively involved in the business of Global RESP notwithstanding the restrictions in the order,” the decision reports.
The OSC notes in its decision that the enforcement order doesn’t necessarily require the new UDP to be independent, but also that it does not restrict the director’s authority to consider independence as a relevant factor in ruling on an application for the new UDP. In this case, that independence is treated as an important consideration.
“If Ms. Bouji is registered as UDP of the Global applicants, she will be challenged to ensure that her father does not have an improper role in their business,” the OSC’s decision says.
“The evidence is that he continues to be actively involved, apparently sometimes operating at a senior decision-making level. … This gives rise to concerns about ethical behaviour and the culture of compliance at the Global applicants,” the OSC’s decision says. “There is also the potential for one or both of the firms to become non-compliant with securities law as a result of Mr. Bouji’s continuing influence.”
Ultimately, the OSC ruled that it would not be in the public interest to register Hanane Bouji as the UDP of the firms as “to do so would be consistent with investor protection or would foster confidence in the capital markets,” the decision states.
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