Memorandum of understanding between the Competition Bureau and the BC Financial Services Authority

April 12, 2021

Whereas the Competition Bureau (the "Bureau"), as represented by the Senior Deputy Commissioner of Competition, and the BC Financial Services Authority ("BCFSA"), as represented by the Chief Executive Officer, are participants (collectively the "Parties") in this memorandum of understanding ("MOU");

Whereas the Bureau is an independent law enforcement agency responsible for the administration and enforcement of the Competition Act, the Consumer Packaging and Labelling Act (non-food products), the Textile Labelling Act, and the Precious Metals Marking Act;

Whereas BCFSA is an integrated financial services regulator that protects consumers and promotes confidence and stability by regulating pension plans under the Pensions Benefits Standards Act, mortgage brokers under the Mortgage Brokers Act, and financial institutions (credit unions, trust companies, and insurance companies) under the Financial Institutions Act, the Credit Union Incorporation Act, the Insurance Act, and the Insurance (Captive Company) Act;

And whereas the Bureau and BCFSA each have compliance, supervision, investigation, and enforcement authority and recognize the need for consultation, cooperation, and information sharing to promote the effective regulation within their respective regulatory authority or jurisdiction;

Therefore, the Parties have agreed to enter into this MOU.

1. Purpose and governing principles

1.1 The purpose (the "Purpose") of this MOU is to enhance the partnership and collaboration between the Parties by providing a framework for cooperation and collaboration as well as terms and conditions for Information (as defined herein) sharing between the Parties.

1.2 Moreover, this MOU is intended to facilitate the preservation of the highest level of sensitivity and confidentiality with respect to any Information exchanged pursuant to this MOU.

2. Definitions

2.1 In this MOU, these terms will have the following definitions:

"Applicable Law" in relation to a Party means any law, regulation, decision, order or other legally binding obligation in the Party's province or territory to which the Party is subject.

"Confidential Information" means any information considered confidential or exempt from disclosure under Applicable Law, and includes Personal Information.

"FOIPPA" means the Freedom of Information and Protection of Privacy Act, RSBC 1996, c.165.

"Information" means any, and all, information, including Personal Information as defined in FOIPPA held by a Party. It does not mean information that is already known to the other Party before disclosure as part of this MOU, or information that is generally known to, or accessible, by the public.

"Personal Information" means recorded information about an identifiable individual other than business contact information.

"Request" means a request for Information made by either Party under section 5 of this MOU.

"Requested Party" means the Party to whom a Request is made under this MOU.

"Requesting Party" means the Party making a Request under this MOU.

3. Principles

3.1 This MOU is a statement of intent to consult, cooperate and exchange Information between the Parties in a manner consistent with, and permitted by, the Applicable Laws that govern the Parties. In the event of any conflict between this MOU and the Applicable Law, the Applicable Law will govern.

3.2 The Parties will consult each other on how to implement this MOU and ensure its ongoing effectiveness.

3.3 This MOU does not create any enforceable rights or legally binding obligations, other than an obligation of confidentiality under sections 6 and 7 of this MOU, and does not modify the responsibilities, authority, or jurisdiction of either Party under Applicable Law.

4. Exchange of information

4.1 This MOU is not intended to apply universally. Instead, it only applies where the Parties agree to apply the terms described in section 5.

4.2 The assistance and exchange of Information may be made:

in response to a specific Request by the other Party;
on an ongoing basis as may be mutually agreed to by the Parties from time to time;
where regulatory action, including any supervision, investigation, or enforcement proceeding by the Bureau and/or BCFSA is taken, or may be taken;
where a Party has within its possession or control any Information which may be of assistance to the other Party in carrying out its regulatory responsibilities, including any supervision, investigation or enforcement proceeding; or
on the conditions as agreed to by the Parties in writing.

5. Requests for information

5.1 All Requests under this MOU will be made in writing by the Requesting Party, including by electronic mail or other forms of written communication.

5.2 Each Request will specify the following:

the Information sought by the Requesting Party;
whether the Request is to be on an ongoing basis;
a general description of the matter that is the subject of the Request;
the purpose for which the Information is sought;
whether the Requesting party intends, or may be required to disclose the Information to a third party, including pursuant to a Request under FOIPPA, and will obtain the other Party's written consent to disclose any confidential information; and,
the desired time period for reply.

5.3 The Requested Party will confirm receipt of any Request and will make reasonable best efforts to fulfil the Request in a timely manner.

5.4 If a Request cannot be fulfilled entirely, the Requested Party will consider whether part of the Information requested, or any other relevant Information may be provided.

5.5 Before the Information is provided to the Requesting Party, the Requested Party should make reasonable best efforts to specify such restrictions on the use of the Information to be provided as the Requested Party considers to be reasonably required to comply with any Applicable Law, having regard to the Requesting Party's intended purpose.

6. Permitted uses

6.1 The Parties agree to comply with the following confidentiality, use and disclosure requirements with respect to Information exchanged pursuant to this MOU.

6.2 The Parties will be entitled to use the Information obtained under this MOU for the purposes of carrying out their respective mandates.

6.3 The Parties confirm that their obligations under sections 6 and 7, to keep Information confidential, does not in any way restrict their ability to use the Information in connection with:

any purpose set out in the Request (subject to any restrictions specified by the Requested Party);
an investigation or enforcement action or proceeding, including any attendant disclosure obligations; or
to carry out their enforcement, regulatory, or supervisory responsibilities.

6.4 If a Party intends to use Information obtained under this MOU for any other purpose than is permitted or contemplated under this MOU, or for a purpose other than as required by Applicable Law, it must first obtain the written consent of the Requested Party, which shall not be unreasonably withheld. Such written consent may include reasonable conditions on the use of the Information as well as with whom it can reasonably be shared with. If such consent is not obtained from the other Party, the Parties will consult to discuss the reason for withholding consent for such purpose and the conditions, if any, under which the intended disclosure might be allowed.

7. Confidentiality of information

7.1 Except for disclosures in accordance with this MOU, including permissible uses of Information in section 6, the Parties undertake to keep Information provided under this MOU confidential and take all reasonable measures to preserve confidentiality and to safeguard against accidental or unauthorized access, use or disclosure, to the extent permitted by Applicable Law, and agree to maintain as confidential:

any Request for Information made under this MOU, the contents of such a Request, and any communications and other matters arising in the course of its operation; and
any Information received from the Requested Party under this MOU that has been identified by that Party as confidential.

7.2 The Requesting Party shall limit access to such Information to persons who are working for, or acting on behalf of, the Requesting Party and who:

are subject to the Requesting Party's confidentiality obligations;
are under the Requesting Party's direct control or acting as agent or legal counsel to the Requesting Party; and
require the access for the performance of their duties, in which case such Information shall only be used for the purpose for which it was requested, or a use consistent with that purpose, and in accordance with Applicable Law.

7.3 No Information or records shared under this MOU will be stored outside of Canada.

7.4 For disclosure Requests under this MOU that relate to Confidential Information, the Parties agree to be bound by the specific confidentiality terms attached to this MOU as Schedule "A".

7.5 Nothing in this MOU shall be construed as a waiver of a solicitor-client privilege or other legal privilege that may attach to any Information shared or received under this MOU.

8. Access to information

8.1 The Parties acknowledge that the Information provided to the Bureau may be subject to access in accordance with the Access to Information Act and the Privacy Act and Information provided to BCFSA may be subject to access in accordance with FOIPPA.

8.2 To the fullest extent permitted by Applicable Law, the Parties will notify each other of any legally enforceable demand for Information provided under this MOU. Prior to compliance with such a demand, the Party subject to the demand will assert all appropriate legal exemptions or privileges with respect to such Information as may be available.

9. Contact persons

9.1 Communications under this MOU will be carried out through the following designated officials or their delegates:

For BCFSA:

Vice President and Deputy Superintendent of Financial Institutions Market Conduct
Deputy Registrar of Mortgage Brokers
Directors, Managers, Investigators, and Examiners in BCFSA's Mortgage Broker and Financial Institutions Market Conduct functions

For the Bureau:

Assistant Deputy Commissioner, Cartels and Deceptive Marketing Practices Branch, Western and Northern Regions

10. Accuracy and liability

10.1 Each Party will make every reasonable effort to ensure that Information shared is accurate, complete, and up-to-date. However, no Party shall be liable in any way for the accuracy of the Information it provides under this MOU.

10.2 A Requested Party shall not be liable in any way for any use made by the Requesting Party of the Information provided to it.

11. Amendments and termination

11.1 This MOU will come into effect on the date that it is signed by both Parties.

11.2 The Parties may, at any time, consent to amending this MOU through an exchange of letters between the person occupying the position of signatories to the MOU.

11.3 Either Party may terminate this MOU by giving thirty (30) calendar days' written notice to the other Party. However, this MOU will continue to have effect with respect to all Requests made before the thirty (30) calendar day notice period expires and until all Requests made before or during the notice period have been fulfilled or otherwise addressed in accordance with section 5 of this MOU.

11.4 The Parties' obligations under sections 7 and 8 of this MOU survive the termination of this MOU and will continue to apply to any non-public Information obtained or provided under this MOU.

12. Notice

12.1 Each Party shall designate one or more contact person(s) to facilitate cooperation and exchange of Information.

12.2 Immediately upon the effective date of this MOU, the Parties will exchange a list of contact persons to send communications to and receive communications from.

12.3 All communications between the Parties should take place through their contact persons unless the Parties agree otherwise.

Signed in two original on the date noted below in the English and French languages, each version being equally valid.

For the Competition Bureau

Stéphane Lamoureux
Senior Deputy Commissioner

Date: April 12, 2021

For the BC Financial Services Authority

Blair Morrison
Chief Executive Officer

Date: April 12, 2021

Schedule A

1. The Requested Party will disclose its Confidential Information to the Requesting Party upon the following conditions:

The Requesting Party (including its directors, officers, employees, advisers or representatives) will receive and hold the Confidential Information in confidence and will not disclose it in any manner whatsoever, subject to the terms of this Schedule, without the Requested Party's prior written consent and will not use it except for the Purpose;
The Requesting Party will take such steps as may be reasonably necessary to prevent the disclosure of Confidential Information to others, including (without limitation) disclosing it only as it is required to by Applicable Law; and
In the event that the Requesting Party receives notice, including any court order or subpoena, indicating that it may or will be legally required to disclose any Confidential Information, it will provide the Requested Party with prompt notice, provided it can legally do so, and the Requested Party may then, at its own expense, seek a protective order or other appropriate remedy. Notwithstanding the above, the Requesting Party will not disclose the Confidential Information except where ordered to do so by the Information and Privacy Commissioner of British Columbia, the Privacy Commissioner of Canada, a court or a tribunal of a competent jurisdiction, or where the Requesting Party, in its reasonable legal opinion, is legally required to do so.

2. Notwithstanding the foregoing, unless the information is Personal Information, any information will not be considered Confidential Information if it:

Is known by the Requesting Party before the disclosure by the Requested Party;
Is or hereafter becomes, through no act of the Requesting Party, generally known to the public; and
Corresponds in substance to information furnished to the Requesting Party on a non-confidential basis by any third party, which to the Requesting Party's knowledge, has a lawful right to do so or corresponds to information furnished by the Requested Party on a non-confidential basis to any such third party.

3. In the event that the Confidential Information is no longer required by the Requesting Party, all Confidential Information shall be returned to the Requested Party upon the Requested Party's written request, except the Requesting Party shall be permitted to retain an archival copy of the Confidential Information as long as necessary to satisfy Applicable Law and compliance obligations, including document retention policies and procedures. Unless the Requested Party requests the return of the Confidential Information in writing, the Requesting Party will destroy the Confidential Information in accordance with any Applicable Law and regulations and the Requesting Party's policy regarding record retention and destruction.

4. Nothing herein shall be construed as granting any rights or licenses in any Confidential Information beyond those expressly specified herein.

5. This Schedule contains the entire agreement between the Parties with respect to the subject matter and supersedes any previous understandings, commitments or agreements, oral or written, with respect to the subject matter hereof. Neither Party shall assign their rights or obligations under this Schedule nor any part thereof without the prior written consent of the other Party.

6. This Schedule does not prohibit the use of Confidential Information in any proceeding between the Requesting Party and the Requested Party.

Language selection

WxT Search form