Effective Date: December 31, 2021
This guidance relates to IIROC’s continuing education program (CE Program) which is a requirement for certain Approved Persons as set out in IIROC Rule 2700 (CE Rules).1
Proficiency is a cornerstone of the IIROC regulatory scheme. High proficiency standards play a key role in investor protection, and the integrity and efficiency of capital markets. IIROC’s goal is to create, maintain and promote high proficiency standards and a robust proficiency regime in the investment industry.
We believe that an effective CE Program follows three guiding principles:
- Continuing education (CE) is meant to build on and enhance baseline licensing proficiencies
- CE should be relevant, with its parameters determined using a broad and principles-based approach, and
- CE should be timely and ongoing, which includes having some CE in each cycle.
This guidance outlines our expectations and requirements applicable to all Dealer Members (Dealers) and CE participants2 (CE Participants).
The guidance provides IIROC’s views on how the CE Rules should be applied and interpreted.
The CE Program
IIROC has a mandatory CE Program in order to ensure that its Approved Persons remain current on industry and regulatory developments.
The CE Program operates in two-year cycles (CE cycle) and consists of a Compliance and Professional development (PD) course. CE cycles will start on January 1st of the first year of the CE cycle and end on December 31st of the second year of the CE cycle.
Clause 2703(1)(i) sets out the requirements for the Compliance course. A Compliance course must fall within at least one of the following three major topic areas:
- Ethical issues,
- Regulatory developments, and
- Rules governing dealer conduct.
Refer to Appendix A for a list of suggested topics that satisfy the Compliance course requirement.
All training that fosters learning and development in areas relevant to dealer business may qualify as a PD course for CE credit.3 This includes PD training that is part of a Canadian or foreign course. It also means an individual could take courses in preparation for and advancement of his or her professional growth and development in future roles. The PD guidelines, found in Appendix B, detail broad topics for consideration when choosing a PD course.
IIROC’s course accreditation process
In accordance with subsection 2703(3), the Dealer or external course provider may provide CE courses. Dealers or external course providers may accredit their CE courses through IIROC’s accreditation process as set out in IROC Notice 21-0196.4
Information on IIROC’s course accreditation process, effective January 1, 2022, and the list of accredited courses are located on IIROC’s website.
Grandfathering - exemption from part of the CE Program
Certain individuals continuously approved in a trading capacity since January 1, 1990 or earlier are grandfathered or exempted, from the PD course requirement.5 These individuals are required to complete only the Compliance course requirement of the CE Program.
To maintain an individual’s grandfathering status, an individual must have been continuously approved in a trading capacity and may not have a break in approval of more than 90 days.
CE Participants cannot claim CE credits for the same CE course if they have completed the course before, unless the course contains new course content.6 A change in the name or date of the course alone from one year to the next year, for example, would not be sufficient and does not qualify as new course content.
Requirements based on Approved Person category
Associate Portfolio Managers, Portfolio Managers, Registered Representatives (retail) and their Supervisors, are required to complete a minimum of 10 hours of Compliance courses and 20 hours of PD courses in each CE cycle. Other CE Participants are required to complete 10 hours of Compliance courses.
Subsection 2704(1) lists the CE Requirements for CE Participants by Approved Person category. Approved Person categories that are not on this list are not CE Participants and do not have any CE requirements under IIROC’s CE Program.
A CE Participant may be approved in more than one Approved Person category. IIROC requires CE Participants to complete the CE requirements for the category with the more onerous requirements. For example, where an individual is approved as a Registered Representative and a Chief Compliance Officer, IIROC will require the CE Participant to complete both the Compliance and PD course requirements for the Registered Representative category.
An individual suspended for failure to meet their CE requirements, may be reinstated after completing their CE requirements.7 Similarly, an individual who was suspended for failure to complete their post-licensing requirements and did not complete their Compliance requirement, is also required to complete this prior to reinstatement in the next cycle. Dealers employing individuals under suspension, who have not met their requirements will be subject to the penalties described in Section 10 of this Notice.
Courses recognized for CE
CE Participants can meet their CE requirements from a variety of sources. Courses chosen for CE must be approved by the Dealer and meet the requirements under the CE Rules.
For example, subject to the Dealer’s approval, CE Participants may meet their CE requirements by successfully completing:
- a Compliance or PD course from a Dealer or external course provider, whether or not the course has been accredited through IIROC’s accreditation process,
- a Compliance or PD webcast, seminar, other public event hosted by IIROC or another regulator, or
- other qualifying alternate activities as listed on Appendix C.
Courses accredited for both Compliance and PD credits
Courses accredited by IIROC for both Compliance and PD CE credits, may be used for either Compliance or PD CE credits, up to the maximum CE credit value of the course. For example, an individual who completed a 5-hour course approved for both Compliance and PD, could allocate 2 hours to PD and 3 hours to Compliance, or in any other combination, up to a total of no more than 5 hours of CE. These courses are identified with a CP at the end of their accreditation number.
However, if the course is specifically accredited for 3 hours of PD and 2 hours of Compliance, a CE Participant would only be able to allocate up to a maximum of 3 hours of PD and 2 hours of Compliance CE. These courses are identified with separate accreditation numbers, one with a P and the other with a C at the end of their accreditation number.
As set out in subsection 2701(1), the goal of CE is to enhance and further develop an individual’s baseline licensing proficiencies.
Baseline licensing proficiencies refer to the proficiencies required under IIROC Rule 2600. CE is meant to build upon these fundamentals.
A CE Participant may use a licensing course for CE credit hours if the course they completed enhances and further develops their baseline proficiencies, subject to approval by the CE Participant’s Dealer. Any licensing courses completed prior to being a CE Participant will not qualify towards CE credit hours.
Licensing courses typically qualify for 20 hours of PD. Licensing courses for Executives and Supervisors with a compliance component, may also qualify for an additional 10 hours of compliance CE.
Recognition of CE requirements of other regulated platforms
The CE Rules recognize a broad range of Compliance and PD training topics. As such, individuals are allowed to use courses offered by other regulated platforms and organizations for CE credit if:
- the course meets requirements of section 2703,
- subject to the Dealer’s approval, and
- subject to any other requirements under the CE Rules.
For example, a CE Participant that completes a course to meet their CE requirements of another regulated platform, such as financial planning or insurance, may also use that course towards their CE requirements under IIROC’s CE Program, if approved by the Dealer and if the course meets the requirements to qualify as a CE course under the CE Rules.
CE credit for foreign compliance courses
Five hours of a CE Participant’s Compliance course requirement may consist of CE compliance courses offered by a foreign securities dealer or foreign external course provider.8
For example, an IIROC CE Participant who is also registered with the Financial Industry Regulatory Authority (FINRA) as a General Securities Representative may use up to 5 completed hours of FINRA’s required CE Regulatory Element to satisfy the IIROC CE Compliance course requirement in the same CE cycle.
CE Program Courses and Administration – The Compliance course
Dealer compliance manual training
There is a broad spectrum of approaches taken by Dealers to fulfill Compliance course requirements. Many Dealers develop Compliance courses that are customized to their own business, the employee conduct they desire, and on issues and developments they wish to focus on. IIROC views this as valuable CE.
Following the principle that CE enhances and further develops an individual’s baseline licensing proficiencies, in circumstances where the Dealer is using its compliance manual for that specific training to be eligible for CE credit, we require that the compliance manual training expand on the content in the manual and cover ethical issues, regulatory developments and rules governing dealer conduct. IIROC will recognize compliance manual training delivered by the Dealer through in-person seminars or webinars that are accompanied by a method of evaluation.9 Reading the compliance manual alone does not qualify for CE credit.
The CE Rules seek to encourage development of ethics training resources by Dealers and external course providers. Although the same course may not typically be repeated for CE unless the course contains new content, CE Participants may repeat IIROC approved ethics courses and count them towards their compliance course requirements in two CE program cycles, which do not need to be consecutive.10
IIROC will assess whether a course qualifies as an IIROC approved ethics course through our review of applications for accreditation of CE compliance courses. To qualify as an ethics course, the content in the course should relate principally to ethics, ethical conduct, professionalism, and professional responsibility. Courses should be relevant to the dealer business.
IIROC will indicate which courses qualify as an IIROC approved ethics course on IIROC’s listing of accredited courses.
CE Program Courses and Administration – The PD course
In some instances, PD courses taken in one CE cycle may be used to satisfy the PD course requirement in the following cycle, or “carried forward”.
IIROC recognizes that CE Participants may have opportunities to take a meaningful course at the end of a CE cycle after they have already met their CE requirements in that same cycle.
Once a CE Participant has completed their PD requirements, they may complete an additional minimum 20-hour PD course and carry forward 10 hours of this course into the next CE cycle.
To qualify, the PD course must have been completed in the last six months of the CE cycle.11
Wealth Management Essentials course
The Wealth Management Essentials Course (WME) is the post-licensing requirement for individuals approved as Registered Representatives dealing with retail clients.
Where a CE Participant completes the WME to satisfy his or her post-licensing requirement, the course may also be used to fulfill the PD course requirement.
The WME cannot be carried forward and must be used in the CE cycle it was completed.12
Dealer’s Administration of the CE Program
Supervision and approval of CE Participants’ courses
Dealers must designate an individual responsible for supervising training and approving a CE Participant’s chosen CE course.13 We do not require this individual be approved as a Supervisor, unless the individual performs other activities which require them to obtain IIROC approval as a Supervisor.
Dealers must ensure that their CE Participants’ chosen CE courses comply with both the Compliance and PD course requirements set out in subsection 2703(1).14
Dealers should establish internal procedures for assessing courses for CE credit. Courses should be evaluated using the Compliance course and PD course requirements set out in the CE Rules, and corresponding guidelines found in the Appendices to this guidance as reference. Dealers may consider a streamlined review for courses that have been accredited by IIROC for CE.
Provided below is a suggested process for a Dealer to apply when establishing its own CE courses:
- Identify training needs, including:
- Knowledge and skills, which would impact positively on the Dealer and CE Participants, and
- Learning objectives expected from the program or course.
- Identify the evaluation method or methods to be used.
Dealers are required to evaluate CE Participants’ knowledge and understanding of the course. IIROC does not require Dealers to use a specific method of evaluation or testing for CE courses. However, Dealers should choose an evaluation method that is appropriate given the course’s delivery method and learning objectives. Examples of an appropriate evaluation method may include:
- an examination or quiz,
- course work,
- a case study, or
- workshop participation.
- Determine how successful completion is to be ascertained.
Dealers should use reasonable judgement to determine what constitutes successful completion of an internally delivered CE course. Examples can include the following:
- If the course includes an examination, the CE Participant would need to successfully complete that examination. The Dealer may require the CE Participant to correctly answer a minimum number of questions to pass.
- For a lunch and learn, the Dealer may consider requiring the CE Participant to sign in, actively participate, and stay for the entire session before the Dealer can issue a certificate of attendance.
- For a webinar, the Dealer may consider requiring the CE Participant to solve a problem or complete a case study online prior to receiving a certificate of completion.
- Identify the delivery mechanism or mechanisms by:
- Determining the most appropriate delivery method,
- Determining which internal experts are capable of providing delivery material, and
- Identifying programs or courses that would deliver the skills and knowledge which would meet the Dealer and CE Participant’s needs.
- Verify desired outcomes.
Dealers may want to periodically review internally delivered courses for continued effectiveness in meeting its training needs.
Courses completed at former sponsoring Dealer
A Dealer may allow a CE Participant to use the CE credits earned through courses or seminars completed at the CE Participant’s former sponsoring Dealer and may accept a statement of completion issued by the CE participant’s former sponsoring Dealer.15 The CE Participant may need to provide proof of successful completion and is responsible for providing the required documentation for their new Dealer’s assessment.
Participation in the CE Program
Participation of Approved Persons
CE should be timely and ongoing. An individual enters the CE Program cycle upon approval in an Approved Person category with CE requirements.16
Where approval occurs in the last six months of a CE cycle, the individual will be subject to CE requirements in the following CE cycle. This does not permit individuals who were previously approved in a category with the same or lesser CE requirements from avoiding those CE requirements when they return in the same CE cycle. Examples are provided below in paragraph 7.1.
Changes during a CE Program Cycle
Changes to Approved Person category
A CE Participant that changes Approved Person categories during a CE cycle is required to complete the CE requirements of his or her new Approved Person category.17
If the change in category occurs in the last six months of the CE cycle, the CE Participant’s requirements will be as follows:
- If the change in category results in the same requirements, or the individual is reactivating or reinstating in the same category, the CE Participant remains subject to the CE requirements for the new category. For example, the CE participant was an RR and changed to a Portfolio Manager (PM) category in the last month of a cycle, they would be required to complete the CE requirement (compliance and PD) for the PM category in the current CE cycle.
- If the change in category results in an increase to the CE Participant’s CE requirement, the CE requirement is for the previous position in the current CE cycle. The new additional requirements will begin in the following CE cycle. However, if the CE Participant was previously approved in the same CE cycle in a category requiring the higher requirements, they would be subject to the higher requirements immediately. For example, a CE Participant changes category from an Investment Representative (IR) to Registered Representative (RR) in the last month of the CE cycle. As a result, the CE Participant is required to complete the CE requirement for the IR position in the current CE cycle. In the following CE cycle, the CE Participant will be subject to the CE requirements (compliance and PD) for the RR category. However, if the CE Participant was approved as an RR earlier in the cycle, and then changed to IR, and then changed back to RR in the last six months, they would be subject to the RR requirements in the current CE cycle.
- If the change in category results in a decrease of the CE Participant’s CE requirement, the CE Participant is immediately subject to the CE requirement of their new Approved Person category. For example, the CE Participant was an RR and changed to an IR in the last month of the CE cycle. The CE Participant would only be required to complete the CE requirement for the IR category (compliance CE only) in the current CE cycle subject to the information provided to IIROC as described below.
To ensure the CE Participant’s change in category is not done to avoid completing a CE requirement, the Dealer must provide IIROC with a letter of explanation.18 The letter should explain the reasons for the change in category and confirm that the change is not a deliberate attempt to avoid a CE requirement. IIROC Registration staff may request additional information if the explanation is not satisfactory. Similarly, if in the first six months of the following cycle the CE Participant changes back to a category that requires both Compliance and PD CE, the Dealer will need to provide IIROC with another letter of explanation.
Voluntary Participation in the CE Program
Who is eligible?
IIROC allows certain individuals to voluntarily participate in its CE Program.19 Voluntary participation is available to formerly Approved Persons no longer approved.
How to participate?
Individuals who voluntarily participate in the CE Program may extend the validity period of the Canadian Securities Course (CSC) up to June 30th of the first year of the next two-year CE cycle. Individuals can avoid rewriting a lapsed CSC by taking a course or courses on the list of approved courses for voluntary participation.
Voluntary participation may be used to extend the validity of the CSC for one CE cycle only.
Which courses qualify?
IIROC determines which courses are available for voluntary participation. The course list is available on IIROC’s website.
Courses on the list have the following characteristics:
- They either refresh or build upon the course content in the CSC,
- Courses are for PD and a minimum of 20 hours,
- They include a learning evaluation process such as an exam or case study, and
- The internal or external course provider has provided proof of successful completion.
We are currently reviewing the courses on the list. During our review, the list may change to reflect our findings about certain courses. In addition, an individual may have to complete one or more courses on this list to demonstrate equivalency and to maintain the CSC’s validity.
Extensions to complete CE requirements
A Dealer may seek an extension to complete CE requirements on a CE Participant’s behalf. Extensions may be requested in circumstances where an individual requires more time to complete their CE requirements due to, but not limited to, an illness or other hardship. Extension requests must meet the requirements under subsection 2745(1).
Generally, IIROC will support extension requests for up to the lesser of six months or the length of the CE Participant’s absence. Extensions greater than six months, or for a period longer than the CE Participant’s absence may be granted in limited situations. All requests are decided on a case-by-case basis.
Any extensions granted will not result in additional time allotted to the CE Participant to complete their CE requirements in the following CE cycle. In other words, if the individual faces a hardship in completing their CE requirements during the next CE cycle, a separate request and submission will be required.
Exemptions from CE requirements
All CE Participants, including those on a leave of absence, must complete their CE requirements each cycle to maintain the currency of their proficiencies and Approved Person status. Failure to do so may result in fines and/or suspension as outlined in section 2755.
A Dealer may seek an exemption from CE requirements on a CE Participant’s behalf where the CE Participant is on an indefinite leave of absence and unable to complete their CE requirements due to, but not limited to an illness, for more than one CE cycle. These requests must meet the requirements under subsection 2745(2). Exemption requests should be supported by reasons indicating the nature of the hardship faced. Submissions are reviewed on a case-by-case basis.
A CE Participant who is granted an exemption under subsection 2745(2) and then returns:
- after an absence of three years or less must have the applicable District Council, or its delegate, determine the CE requirements before they resume any activity that needs approval, or
- after an absence of more than three years, then they must meet the applicable proficiency and registration requirements for their Approved Person category.20
Record keeping, reporting and penalties
Record keeping requirements
Dealers must keep evidence and verify their CE Participants’ successful completion of the CE courses.21 This may take the form of course certificates or notices of completion issued by the internal or external course provider.
Dealers must retain CE records for a minimum of seven years, following the end of the continuing education program cycle.22 IIROC may audit a Dealer’s CE records to ensure compliance with the CE Rules.
Dealers must notify IIROC of its CE Participants’ CE completions within 10 business days after the end of the CE cycle. Dealers are required to update this information in IIROC’s CE online reporting system located in IIROC Services.23 Dealers may also report CE completions, at any time, throughout the CE cycle for operational efficiency.
Dealers can also use the CE online reporting system to conduct searches and generate completion status reports that show which CE Participants at the Dealer have not completed their CE requirements.
We expect Dealers to use the CE online reporting system to verify their records for CE completions. Where a CE Participant has not completed their CE requirements, we expect the Dealer to follow up and inform them that a CE Participant with incomplete and unreported CE requirements will face suspension on the last business day in the first month of the next CE cycle. For example, for CE cycle 9, (which runs from January 1, 2022 to December 31, 2023) the last business day in the first month of CE cycle 10 is January 31, 2024.
Dealers who require technical assistance with IIROC’s CE online reporting system should contact [email protected].
IIROC will impose the following penalties on Dealers who fail to meet their CE reporting requirements and/or for non-completion of CE requirements by the Dealers’ CE Participants:24
- $100 fee for each business day of CE non-completion or late filing for each CE Participant. IIROC will begin to impose fees on the 11th business day after the end of the CE cycle. This daily fee will continue up until the Dealer reports to IIROC that the CE Participant’s CE requirements are complete, or until the last business day of that month, whichever comes later, and
- If on the last business day of the first month of a CE cycle, the Dealer has not reported that a CE Participant has completed their CE requirements, IIROC will suspend the CE Participant’s approval. The CE Participant will be required to cease all registerable activities immediately.
Request to lift suspension
IIROC may reinstate a CE Participant’s approval after they have completed their requirements and their Dealer has notified IIROC in writing.25
To make this request, we ask that the Dealer notify their IIROC Registration Manager or Senior Registration Officer in writing, by email, indicating that the CE Participant has completed their CE requirements and requests removal of the suspension. We may request supporting documentation such as proof of completion of any CE courses prior to lifting the suspension.
IIROC Rules this Guidance Note relates to:
- sections 2701-2799.
Previous Guidance Note
This Guidance Note replaces Notice 19-0222 – Rules Notice – Guidance on IIROC’s Continuing Education Program.
This Guidance Note was published under Notice 21-0237.
IIROC provides guidelines for its CE program to assist individuals and Dealers understand and comply with the CE Rules.
These guidelines have been developed to provide flexibility to Dealers and CE Participants.
Below are guidelines for the following elements of the CE Program:
- Appendix A - Compliance Course
- Appendix B - PD Course
- Appendix C - Alternate Activities
Appendix A – Compliance Course
Clause 2703(1)(i) describes the Compliance course requirement for IIROC’s CE Program. Examples of relevant topics include:
- Securities laws, regulations, and proposed changes
- Disclosure of information to clients
- Conduct standards
- Supervisory responsibilities
- Operations and Dealer capital
- Effective compliance programs
- Current developments in bond market regulation
- Suitability and new products
- Corporate finance – new and proposed rules
- Ethical issues and practices in the securities industry
- Conflicts of interest
- Professional responsibility
- Risk management techniques
- Consequences of non-compliance in the securities industry
- Anti-money laundering and terrorist financing for securities industry professionals
- Ethical practices in the securities industry
- Regulatory developments that affect Dealer management
- Corporate governance
- Use of social media and technology
- Know your product
- Cyber security
- Best interest standard
- Privacy legislation
- Sales and trading – institutional markets
- Screening for suitable clients
Appendix B – PD Course
Clause 2703(1)(ii) describes the PD course requirement for IIROC’s CE Program. Suggested topics for training include:
- Practice management skills
- Business development skills
- Communicating with clients – meetings, presentations, written documents
- Managerial skills
- Developing sales acumen
- Training that supports know your product obligations
- Approaches to valuation of a product category and a product’s applicable risk factors
- Retirement planning strategies
- Economic principles that assist in evaluating investment strategies
- Financial planning strategies
- Retirement, estate and tax planning strategies
- Suitability of the use of leverage for a product category/investment strategy
- Methods of evaluating competing products, services, and investment strategies
- Technology used to enhance client service and the provision of advice
- Investment knowledge including investment strategies and understanding of financial markets
- Portfolio Management practices
- Enhancing client relationships
- Client Management practices
- Dealing with different client demographics, including completing language courses
Appendix C – Alternate Activities
Alternate activities may be used to satisfy CE credit hours upon request. These activities will not be included on the IIROC accredited course listing.
CE Participants who are members of IIROC committees, who participate in IIROC working groups or training, and attend IIROC conferences may be able to use their participation in these activities towards CE credit hours. Requests are to be made to the IIROC coordinator responsible for the particular committee/conference. Below is a non-exhaustive list:
- Conduct, Compliance and Legal Advisory Section (CCLS) meetings
- CCLS Education Sub-committee conference and breakfast seminars
- Proficiency Committee meetings
- Fixed Income Committee meetings
- Market Rules Advisory meetings
- Financial and Operations Advisory Section (FAS) meetings and conference
- District Council and Subcommittee meetings and training
- National Advisory Committee meetings
- Hearing Committee training
CE Participants may also use other alternate activities towards their CE credit hours such as those shown in the non-exhaustive list below. Requests are to be made directly to their Dealer for consideration if the activity can be used towards the CE Participants’ CE requirements.
- Teaching courses related to dealer business
- Writing books or articles related to t dealer business
- Presenter at a conference/seminar/webinar related to dealer business
- Completing a course at a university or college related to dealer business
- 3Clause 2703(1)(ii).
- 4Subsection 2703(4).
- 5Subsection 2703(5).
- 6Subsection 2703(6).
- 7Subsection 2755(3) specifies that IIROC may reinstate the CE Participant’s approval after the sponsoring Dealer has notified IIROC in writing that the CE Participant has completed their CE requirements.
- 8Clause 2715(1)(iii).
- 9Subsection 2715(2).
- 10Subsection 2715(3).
- 11Clause 2716(1)(i).
- 12Clause 2716(1)(ii).
- 13Clause 2717(1)(iii).
- 14Clause 2717(1)(iv).
- 15Subsection 2717(2).
- 16Section 2725.
- 17Section 2735.
- 18Subsection 2735(3).
- 19Section 2726.
- 20Subsection 2745(3).
- 21Clauses 2717(1)(i) and (ii).
- 22Clause 2717(1)(ii).
- 23Clause 2717(1)(vii).
- 24Subsections 2755(1) and (2).
- 25Subsection 2755(3).