161.1The following definitions apply in this Part.
“compensation” means compensation received during the 12-month period immediately preceding the day on which the misrepresentation was made or on which the failure to make timely disclosure first occurred, together with the fair market value of all deferred compensation including, without limiting the generality of the foregoing, options, pension benefits and stock appreciation rights, granted during the same period, valued as of the date that such compensation is awarded.(rémunération)
“core document” means
(document essentiel)
(a)
a prospectus, a take-over bid circular, an issuer bid circular, a directors’ circular, a notice of change or variation in respect of a take-over bid circular, an issuer bid circular or a directors’ circular, a rights offering circular, management’s discussion and analysis, an annual information form, an information circular, annual financial statements and interim financial reports of the responsible issuer, where used in relation to,
(i)
a director of a responsible issuer who is not also an officer of the responsible issuer,
(ii)
an influential person, other than an officer of the responsible issuer or an officer of an investment fund manager, if the responsible issuer is an investment fund, or
(iii)
a director or officer of an influential person who is not also an officer of the responsible issuer, other than an officer of an investment fund manager,
(b)
a prospectus, a take-over bid circular, an issuer bid circular, a directors’ circular, a notice of change or variation in respect of a take-over bid circular, an issuer bid circular or a directors’ circular, a rights offering circular, management’s discussion and analysis, an annual information form, an information circular, annual financial statements, interim financial reports and a report of a material change required by this Act or the regulations of the responsible issuer, where used in relation to,
(i)
a responsible issuer or an officer of the responsible issuer,
(ii)
an investment fund manager, if the responsible issuer is an investment fund, or
(iii)
an officer of an investment fund manager, if the responsible issuer is an investment fund, and
(c)
such other documents as are prescribed by regulation.
“document” means any written communication, including a communication prepared and transmitted only in electronic form,
(document)
(a)
that is required to be filed with the Commission, or
(b)
that is not required to be filed with the Commission and
(i)
that is filed with the Commission,
(ii)
that is filed or required to be filed with a government or an agency of a government under applicable securities or corporate law or with any exchange or quotation and trade reporting system under its by-laws or other regulatory instruments or its practices or policies, or
(iii)
that is any other communication the content of which would reasonably be expected to affect the market price or value of a security of the responsible issuer.
“expert” means a person whose profession gives authority to a statement made in a professional capacity by the person, including, without limiting the generality of the foregoing, an accountant, actuary, appraiser, auditor, engineer, financial analyst, geologist or lawyer, but not including an entity that is an approved rating organization for the purposes of the regulations.(expert)
“influential person” means, in respect of a responsible issuer,
(personne influente)
(c)
an insider who is not a director or officer of the responsible issuer, or
(d)
an investment fund manager, if the responsible issuer is an investment fund.
“management’s discussion and analysis” means the section of an annual information form, annual report or other document that contains management’s discussion and analysis of the financial condition and financial performance of a responsible issuer as required under New Brunswick securities law.(rapport de gestion)
“public oral statement” means an oral statement made in circumstances in which a reasonable person would believe that information contained in the statement will become generally disclosed.(déclaration orale publique)
“release” means, with respect to information or a document, to file with the Commission or any other securities regulatory authority in Canada or an exchange or to otherwise make available to the public.(publication)
“responsible issuer” means
(émetteur responsable)
(a)
a reporting issuer, or
(b)
any other issuer with a real and substantial connection to New Brunswick, any securities of which are publicly traded.
2007, c.38, s.173; 2011, c.43, s.26; 2012, c.31, s.20