Research Policy
Citadel Securities Inc. (“Citadel Securities”) is committed to a high level of ethical standards and believes that open disclosure is critical to ensure that our clients and prospective clients have confidence in the independence, objectivity and integrity of our research.
CONFLICT OF INTEREST DISCLOSURES
Research Reports distributed by Citadel Securities shall disclose all potential conflicts of interests that Citadel Securities or its officers, directors, employees or agents may have with respect to the issuer that is the subject matter of the any Research Report. Such potential conflicts of interests include, but are not limited to, the following:
1. If Citadel Securities and its Affiliates, in the aggregate, beneficially own more than 1% of any class of the issuer’s equity securities as of the month end immediately preceding the date of the publication of the Research Report or as of the end of the second most recent month if such publication date is less than 10 calendar days after the end of the most recent month.
2. If Citadel Securities or any of its Affiliates exercise control and direction over greater than 10% of any class of the issuer’s equity securities as of the month end immediately preceding the date of the publication of the Research Report or as of the end of the second most recent month if such publication date is less than 10 calendar days after the end of the most recent month.
3. If the Research Analyst or any Associate of the Research Analyst or any individual responsible for the Research Report, its recommendations or directly involved in the preparation of the Research Report holds or is short any of the issuer’s securities whether directly or through derivatives.
4. If Citadel Securities provided Investment Banking Services to the issuer in the 12 months preceding the date of the publication of the Research Report.
5. If the Research Analyst received compensation based upon revenues from Investment Banking Services in the 12 months preceding the date of the publication of the Research Report.
6. The name of any partner, officer, director, employee or agent of Citadel Securities that is an officer, director or employee of the issuer, or serves in an advisory capacity to the issuer.
7. If any partner, director or officer of Citadel Securities or any Research Analyst involved in the preparation of the Research Report provided services to the issuer for remuneration in the 12 months preceding the date of the publication of the Research Report other than normal course investment advisory or trade execution services.
8. If Citadel Securities is making a market in an equity or Equity Related Security of the issuer.
ADDITIONAL DISCLOSURES
Research Reports distributed by Citadel Securities shall include the following additional disclosures:
1. The meaning of each rating in the system for rating investment opportunities and how each recommendation fits within such system, or in the alternative, that such information is available on the internet at: www.citadelsecurities.ca.
2. The percentage of recommendations that fall into each rating category as of the end of the most recent calendar quarter or in the alternative, that such information is available on the internet at: www.citadelsecurities.ca.
3. That the policy of Citadel Securities with respect to Research Reports is available on the Internet at: www.citadelsecurities.ca.
4. Research Reports shall disclose any reliance by the Research Analyst on any report or study by a third-party expert in preparing the Research Report, and where there is such reliance, the Research Report shall disclose the name of the third party expert.
5. Research Reports shall disclose if and to what extent the Research Analyst has viewed the material operations of the issuer and, if applicable, if there has been payment or reimbursement by the issuer of the travel expenses of the Research Analyst incurred in any visit.
6. Research Reports prepared by an independent third party and distributed by Citadel Securities under the name of the third party shall contain the disclosures required in section 1.2 of this Research Policy as would be required if the Research Report had been prepared by Citadel Securities. Notwithstanding the foregoing, Citadel Securities is only required to disclose that the Research Report is not subject to Canadian disclosure requirements where
(i) such a third party is a member of the National Association of Securities Dealers or any other regulator approved by the Investment Dealers Association of Canada; or
(ii) Citadel Securities is only providing clients with access to such independent third party Research Reports or provides such independent third party research at the request of clients.
7. The disclosures on Research Reports covering 6 or more issuers will be prominently placed inside the front page of such report.
STANDARDS
Citadel Securities has adopted the following standards with respect to Research Reports and the recommendations and disclosures contained therein:
1. The Chief Executive Officer and the Head of the Research Department of Citadel Securities shall certify annually that all Research Analysts are familiar with and have complied with CFA Institute Code of Ethics and Standards of Professional Conduct.
2. Research Reports shall not be published without the approval of the designated director who will maintain a file for two years and the Head of the Research Department is prohibited from involving any investment banking personnel in the approval process.
3. Research Reports shall not be distributed to any investment banking personnel prior to publication except for the purposes of verifying factual information. Notwithstanding the foregoing exception, such investment banking personnel shall not in any circumstances be provided with the research summary, rating or price target or notice of a rating change at any time prior to the publication of the Research Report.
4. Research Reports shall not be distributed to the issuer prior to publication except for the purposes of verifying factual information. Notwithstanding the foregoing exception, the issuer shall not in any circumstances be provided with the research summary, rating or price target at any time prior to the publication of the Research Report.
5. Research Analysts shall not inform an issuer or any other third-party of an impending recommendation or change in recommendation in advance of the publication of the Research Report.
6. Citadel Securities shall not publish a Research Report on the securities of an issuer where the Head of the Research Department serves as an officer of director of such issuer.
7. Citadel Securities shall not publish a Research Report on equity or equity related security of an issuer for which Citadel Securities has acted as a manager or co-manager of a public offering for 40 calendar days following the date of an initial public offering or for 10 calendar days following the date of a secondary offering. Notwithstanding the foregoing, Citadel Securities is permitted to publish a Research Report during such 40 or 10 calendar day periods for the purpose of reporting significant news or a significant event affecting the issuer or where the securities of the issuer are exempted from restrictions under provisions relating to market stabilization in securities legislation or in the Universal Market Integrity Rules.
8. The Head of Research shall be responsible for controlling and keeping records of communication between the analysts and the investment-banking department regarding issuers that are the subject of current or prospective research reports.
9. Citadel Securities shall not directly or indirectly offer favorable research, a specific rating or a specific price target, a delay in changing or threaten to change research, a rating or a price target of an issuer as consideration or inducement for the receipt of business or compensation from an issuer.
10. Research Reports should use the terminology that is required under securities legislation or, where such terminology is not required, the terminology that is required by the relevant industry, professional association or regulatory authority. In the event that no such terminology is required, Research Reports should use the terminology that is customarily used. In addition, Research Reports shall include a glossary whenever necessary for a full understanding of the terminology used in the Research Report.
11. Citadel Securities shall publish notice of their intention to suspend or discontinue coverage of an issuer on the Internet at: www.citadelsecurities.ca except where the reason to suspend coverage is that the issuer has been placed on the restricted list maintained by Citadel Securities.
12. Research Reports shall, whenever possible, include a price target. If a target price is included, it must include the appropriate disclosure and the valuation methods used to determine the price target on the securities of the issuer that is the subject matter of the Research Report.
13. Research Reports shall clearly distinguish between information provided by the issuer or obtained elsewhere and the Research Analyst’s own assumptions and opinions.
14. Research coverage shall, whenever possible, include the obligation to maintain and publish current financial estimates and recommendations on securities followed, and to revisit such estimates and recommendations within a reasonable time following the release of material information by the issuer or the occurrence of other relevant events.
15. Citadel Securities shall distribute its Research Reports electronically or by other means at the same time to all of its clients whom Citadel Securities has determined is entitled to receive any such Research Reports.
QUALIFICATIONS OF RESEARCH ANALYSTS
Citadel Securities has adopted the following rules to address potential conflicts of interests and to ensure the independence and objectivity of its Research Analysts:
1. Research Analysts shall be familiar with and comply with the standards of the CFA Institute Code of Ethics and Standards of Professional Conduct and shall certify as such in writing to the Head of Research and the Chief Executive Officer of Citadel Securities on an annual basis.
2. Research Analysts shall have their Chartered Financial Analyst designation or be diligently working towards achieving such designation or have such other appropriate qualifications which shall include at least 5 years of industry experience and a post graduate degree in a related subject matter. The Head of the Research Department shall make the determination that the combination of education and work experience is satisfied by the Research Analysts. The Head of the Research Department should possess the same level of qualifications as the research analysts
3. Research Analysts are not permitted to receive any bonus, salary or other form of compensation that is directly related to one or more specific Investment Banking Services.
4. Research Analysts are not permitted to publish a Research Report with respect to an issuer if the Research Analyst or any of his/her Associates serve as an officer, director or employee or serves in any advisory capacity to the issuer.
5. Research Analysts shall not rely on any information in preparing a Research Report provided by any individual, including, without limitation, any partner, director, officer, employee, supplier or insider of the issuer, where the Research Analyst has reason to believe that such information was disclosed in breach of any agreement between such individual and the issuer or was disclosed in breach of securities laws or in breach of the rules and regulations of any regulatory authority or self-regulatory authority.
6. Research Analysts and any other individuals who were directly involved in the preparation of a Research Report are not permitted to trade in the securities of any issuer of which the Research Analyst has an outstanding recommendation, or in a derivative instrument whose value depends principally on the value of a security of an issuer, for a period of 30 calendar days before and 5 calendar days after the publication of the Research Report unless the prior written approval of the Head of the Research Department, or such other designated officer of Citadel Securities, has been obtained. In any event, no such approval will be granted where the trade is contrary to the recommendation of the Research Analyst unless there are circumstances of extreme financial hardship.
7. The outside business activities of the research analysts shall be pre-approved by Vice President - Equity Research. The other business activities of Vice President – Equity Research will be pre-approved by the Chief Compliance Officer.
PUBLIC COMMENTS
Citadel Securities has adopted the following rules to ensure that potential conflicts of interests are disclosed when a Research Analyst discusses his/her recommendations on the securities of an issuer in public through the media:
All employees and agents of Citadel Securities shall disclose the existence of a Research Report, if one exists, or shall disclose that a Research Report does not exist, when commenting publicly about the merits of an issuer or its securities.
SUPERVISION OF RESEARCH ANALYSTS
Citadel Securities has adopted the following rules to ensure that all Research Analysts and all other employees in the Research Department are in compliance with the policies and procedures contained herein:
1. The Head of the Research Department shall supervise all Research Analysts and all other employees within the Research Department on a daily basic. The Head of the Research Department shall report to a designated director of CSI, who is not responsible and/or involved with corporate finance business of CSI.
2. The Chief Compliance Officer shall supervise all Research Analysts and all other employees within the Research Department and such supervision shall specifically include the monitoring of all trading activities of a Research Analyst in the securities that he/she covers no less than on a monthly basis.
3. The Chief Compliance Officer shall, on a regular basis, review the trading in the securities of all issuers that the Research Department covers to ensure that no partner, director, officer, employee or agent of Citadel Securities has traded in the securities of such issuer with knowledge of or in anticipation of the distribution of a Research Report, a new recommendation or a change in a recommendation.
DEFINITIONS
All capitalized terms contained herein shall have the following meanings:
“Affiliate” means in respect of two corporations, either corporation if one of them is the subsidiary of the other or if both are subsidiaries of the same corporation or if each of them is controlled by the same person.
“Associate” where used to indicate a relationship with any person, means:
(a) any corporation of which such person beneficially owns, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to all voting securities of the corporation for the time being outstanding;
(b) a partner of that person acting on behalf of the partnership of which they are partners;
(c) any trust or estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar capacity; or
(d) any relative of such person, including his/her spouse, who has the same home as such person.
“Equity Related Security” means a security whose performance is based on the performance of an underlying equity security or a basket of income producing assets. Securities classified as an equity related security include, without limitation, convertible securities and income trust units.
“Investment Banking Services” include, without limitation, acting as an underwriter in an offering for the issuer; acting as a financial adviser in a merger or acquisition; providing venture capital, lines of credit, or serving as a placement agent for the issuer.
“Research Analyst” means any partner, director, officer, employee or agent of Citadel Securities who is held out to the public as an analyst or whose responsibilities to Citadel Securities include the preparation of any written report for distribution to clients or prospective clients of Citadel Securities which includes a recommendation with respect to a security.
“Research Report” means any written or electronic communication that Citadel Securities has distributed or will distribute to its clients or to the general public, which contains a Research Analyst’s recommendation concerning the purchase, sale or holding of a security (but shall exclude all government debt and government guaranteed debt).
