To support and protect

As the first female head of the OSC, Maureen Jensen’s focus is on streamlining Canadian securities laws and increasing women’s representation on boards and in C-suites.

Maureen Jensen’s professional mission is based on a strong belief that capital markets must be well-regulated to protect the public. Should she ever doubt that even for a moment, she need only refer to a tangible reminder of what can go wrong when they are not.

For most people, Bre-X Minerals Ltd. is nothing more than a bad memory, if they remember it at all, but the CEO and chair of the Ontario Securities Commission (OSC) still has an ore sample salted with gold dust in her office — a reminder of a history-making securities scandal that shook corporate Canada.

It was the 1990s. As Calgary-based Bre-X was amassing a market capitalization of more than $6 billion based on fraudulent samples from an Indonesian mine, Jensen had parlayed field experience and a degree in geology into the top job at Noble Peak Resources Ltd., a mining exploration company.

She was appalled by — and vocal about — what the Bre-X scandal cost Canadian investors in terms of dollars and the mining industry in terms of reputation. So much so that a career move plunged her into the regulatory world when she joined the Toronto Stock Exchange as a director to work with a mining standards task force in 1998. There, she found that she liked the regulatory side of the business, and has stayed. From the TSX she went on to become senior vice-president of surveillance and compliance at Market Regulation Services Inc., now the Investment Industry Regulatory Organization of Canada, or IIROC. She moved to the OSC in 2011, and was named to the top job in February 2016, where she continues her campaign to protect investors.

ELEVATING THE STANDARDS

It’s a time of transition at the OSC and one of rapid change in the globalized capital markets business, so her agenda is packed. “There’s lots to talk about,” she says, settling down for an interview at OSC headquarters in downtown Toronto.

At the top of her list is the Canada-wide effort to update the rules for financial advisers and people selling financial products to the public, which involves moving from a “suitable products” to a “best interest” standard. The distinction is less subtle than it sounds, and is poised to change the way these products are sold.

“This is a really important one, which is about elevating the standards to what works for clients,” she says of the initiative, which is being pushed forward in conjunction with the Canadian Securities Administrators (CSA), an umbrella group for regulators across the country.

It’s a two-pronged effort. First, it will involve an itemized list of what advisers are expected to do to meet the standard of working in clients’ best interests. The second part involves removing so-called embedded fees in products such as mutual funds, so that clients can be sure they are not being sold investments simply because they provide higher fees to advisers.

“What we are seeing from the research is that funds that pay the higher commissions are the ones that get sold to clients regardless of whether they are in their best interests,” Jensen says. The initiative also looks at other conflicts of interest, such as top-selling advisers being sent on junkets and receiving other perks.

“This really challenges business models on the street,” she says, adding that she’s already getting pushback from the industry.

The OSC’s whistleblower program, introduced last year and modelled on the Securities and Exchange Commission’s program in the US, is another bold initiative she champions. The program, which offers up to $5 million for tips that lead to enforcement action, has drawn criticism for being “un-Canadian,” she says. “A lot of people say we shouldn’t pay for this because people should just come forward because they see something terrible occur.”

But she sees the money as compensation for whistleblowers, who take big risks by reporting wrongdoing within their organizations. Many lose their jobs and are blackballed in their industries, and can use the money to start a new life. So far, the program is working. “We do have some very credible tips and we’re working on them,” Jensen says.

VISION AND CONVICTION

Her strong convictions are said to make her eminently equipped to deal with grumbling and pushback from the business world, however loud and fierce it becomes, and from whatever direction. And her reputation as a seasoned regulator with industry experience and a strong backbone gives her the needed credibility to see that regulations evolve to keep up with the pace of change.

“She’s very, very tough,” says Jeff Kehoe, a lawyer who worked at IIROC with Jensen, and was hired by her last year as director of the enforcement branch at the OSC. “She believes it is important to move forward and to do the right thing.”

But at the same time, he adds, Jensen has a reputation for listening carefully and weighing different points of view before making decisions. These are good leadership traits to have in a country as sprawling and diverse as Canada, where negotiation and compromise are needed to make things happen.

And vision. It also takes vision to keep the long view in mind when things don’t move as fast as she might like.

Take the federal government’s effort to streamline securities laws so that Canadian companies are not subjected to different rules and reporting requirements in each province or territory they operate in. It’s an idea that has been discussed in Canada for decades, but the Constitution has been interpreted to give provinces jurisdiction over securities law and so they can’t be forced to join a national body.

Jensen, who still remembers the pain caused by the conflicting mishmash of jurisdictional rules way back at Noble Peak Resources, strongly supports the cause. The OSC is one of six provincial or territorial jurisdictions that will be subsumed into the Capital Markets Regulatory Authority (CMRA), expected to launch in 2018. The others are British Columbia, Saskatchewan, New Brunswick, PEI and the Yukon.

The CMRA will mean participating jurisdictions will have a uniform set of regulations, as well as streamlined enforcement procedures, seamless interaction between participants and coordinated policy development. The federal government, for its part, will also join the CMRA, which will take on responsibility for capital matters falling under federal jurisdiction.

Jensen hopes others will come on board when they see the benefits of a more streamlined system.

“I’m really looking forward to working with Maureen on this project,” says Kevan Cowan, former head of markets and equities at TMX Group, who worked with Jensen years ago at the TSX. “She’s dedicated, smart, decisive and a great partner to work with. She’s a person of tremendous integrity and really believes in the integrity of markets.”

Cowan was tapped last year to manage the transition as CEO of the Capital Markets Authority Implementation Organization and will become CEO and chief regulator of the CMRA when it is up and running.

He believes Jensen’s ability to collaborate will go a long way toward helping the new entity succeed. “The entire premise of this is collaboration between participating jurisdictions,” he says. “By its very nature, it will require that people work together.”

BOARD DIVERSIFICATION

The OSC’s board diversification effort is another area where Jensen is able to keep pushing forward by keeping one eye on the long view in the face of resistance.

In 2014, the OSC launched a “comply or explain” rule, which requires TSX-listed companies to report the number of women on their boards and in senior executive positions, with the goal of furthering gender diversity at the top level of Canadian business.

So far, the results have been less than stellar. In September 2016, the CSA in 10 participating jurisdictions published an update on this effort among publicly traded companies across Canada.

The CSA’s review found that the total percentage of board seats held by women increased to only 12% in 2016 from 11% the year before. Among 215 issuers with a market capitalization of more than $1 billion, 18% of board seats were held by women in 2016, compared with 16% in 2015. Among the 42 largest issuers with a market capitalization of more than $10 billion, the numbers were 23% and 21%, respectively. Among the sample, 55% have at least one woman on their board (up 6% from 2015), and 66 issuers have three or more women on their board.

“We are making progress,” Jensen says. “But I have to say that industry really has to step up more. The thing that really bothered us the most was the fact that out of 521 seats that were vacated in boards on the TSX, only 15% of those board seats were filled by women.”

So much for the argument that a slow turnover rate is hampering gender diversity on boards. Jensen is also tired of hearing the argument that the pool of board-ready women is not large enough to provide qualified candidates. “I’m not buying that anymore,” she says.

She says she thinks progress is being impeded by an “undue focus” on collegiality that makes men on boards choose new board members from people they know. “I totally get that you don’t want to have a loose cannon at the board table,” she adds. “But there are very professional people to choose from of both genders.”

One positive development she cites is an open source legal document called the Board Diversity Policy Template put out by the Institute of Corporate Directors and law firm Osler, Hoskin & Harcourt to help companies craft diversification policies. She says she hopes it will be a game-changer for smaller companies that don’t have the legal resources of large corporations.

Rhonda Goldberg, vice-president of regulatory affairs at IGM Financial Inc., is one woman who has benefited from Jensen’s mentorship at the individual level. Goldberg spent 16 years at the OSC, the last five as director of investment funds and structured products, where she reported to Jensen. She credits her former boss’s mentoring skills and inclusive leadership style with helping her progress in her career.

“She empowers those around her to think creatively,” Goldberg says. “Maureen certainly inspired me to do my best work and remains a strong role model for me. Her encouragement and support have given me the confidence to take on new roles and opportunities, both within the OSC and now in the private sector.”

As if there’s not enough on her plate, Jensen is also involved with the OSC’s effort to keep up with technology-driven innovations such as peer-to-peer lending, crowdfunding and robo-advisers, the popular online wealth-management services where there is no mediator between members of the public and the investment products they may want to buy.

“There’s a lot of technological innovation in financial services and we’re seeing a lot of new types of businesses being launched,” she says, adding that this requires new ways of ensuring that investors are protected. To that end, the OSC has started a program called LaunchPad, which provides support for startups operating in the new digital investment world.

FINDING BALANCE

Does all this leave any time for a personal life? Hobbies?

Not really hobbies per se, Jensen says with a laugh. But she does find time for family. She has been married to Torben Jensen, a mining engineer, for 37 years, and they have two grown sons. She reads, especially books about science, business and technology. She likes to golf and ski and dine with friends.

Rosemary Chan, senior vice-president of compliance, Canadian banking and global wealth management at Scotiabank, became Jensen’s friend while working with her at IIROC.

“It is not an easy job to be in,” she says of Jensen’s current position, which involves balancing the public good with industry’s need to raise capital and make money. “It’s also a balance to regulate industry in a way that allows market participants of all sizes to flourish in capital markets. If you have regulations that favour one business model over another, that’s not a good thing because you are interfering with competitiveness.”

But she believes Jensen will succeed in finding those balances. “She’s very practical and very fair, and she’s got determination,” Chan says. “And she is known in the industry for being fair.

“When there’s regulatory intervention, it needs to actually work,” she says. “You don’t want unintended consequences in capital markets.”