Responsible officer and independent representative

References to “firm” on this page includes independent partnerships.

The responsible officer of a firm oversees the conduct of its representatives and employees and ensures that they comply with the Distribution Act and its regulations.

The duties of a responsible officer require a high level of professionalism and competence because the position is an assurance of firm compliance and, therefore, public protection. Anyone who wishes to act as a responsible officer must first read the Governance and Compliance Guide (pdf - 25 MB)This link will open in a new windowUpdated on June 1st, 2021.

Compliance

While compliance is the business of everyone in a firm, the responsible officer must pay particular attention to it. The person primarily responsible for compliance within a firm can be either the responsible officer or a compliance program officer (CPO) appointed by the firm.

Mandate

  • Establishing, maintaining and periodically reviewing compliance policies and procedures
  • Applying the policies and procedures
  • Conducting more stringent monitoring of material deficiencies
  • Promptly reporting deficiencies presenting a significant risk for the firm, including recurring deficiencies and deficiencies that may cause injury to clients, to senior management or the board of directors
  • Submitting an annual compliance report on the firm’s activities to senior management or the board of directors
  • Ensuring that the firm processes the complaints filed with it in a fair manner

The firm should provide for the replacement of the CPO in the event the latter is absent or unable to act.

Independence

A firm’s CPO should have the independence, powers and resources required to fulfill his or her mandate. The CPO should also have access to the firm’s senior management or board of directors so that sufficient, relevant information on compliance management may be communicated when necessary.

Assessing the competencies required to serve as a responsible officer

In insurance, claims adjustment or financial planning

The competencies of a candidate wishing to serve as a firm’s responsible officer are assessed against the following criteria:

  • Has relevant experience and training in financial services or management
  • Has functional authority specific to his or her position to fulfill his or her mandate within the firm
  • Has the ability to run the firm’s operations in Québec
  • Has the necessary competence in compliance and/or ability to work closely with a competent compliance department to oversee the firm’s activities 

If, based on the information provided to it, the AMF cannot conclude with certainty that the candidate has all the necessary competencies to act as a responsible officer, it may ask the candidate to successfully complete a training module on legal and legislative concepts and pass the related exam. In some cases, the AMF may recommend that someone else be appointed to the position.

In mortgage brokerage

In addition to the assessment criteria applicable to the insurance, claims adjustment and financial planning sectors, the candidate appointed as  responsible officer of a firm registered in the mortgage brokerage sector must:

  1. Hold a certificate authorizing the candidate to act in the sector of mortgage brokerage
  2. In the 2 years preceding the application for registration as a firm, the representative must:
  3. Comply with the compulsory professional development requirements applicable to a responsible officer in the mortgage brokerage sector
Information

Need help?

You’re a responsible officer or independent representative and need help?

Make an appointment with an Information Centre agent. 

It’s important that you enter only your business contact information (telephone no. and e-mail address fields)

Make an appointment This link will open in a new window

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Professional development

A representative who acts as a responsible officer in the mortgage brokerage sector must accumulate 6 additional professional development units (PDUs).

A representative acting as a responsible officer who has not accumulated all the required PDUs by the end of the reference period (24 PDUs as a representative + 6 PDUs as a responsible officer) will cease to be authorized to act as a responsible officer.

A representative who ceases to act as responsible officer during the reference period is not required to accumulate the 6 additional PDUs required for responsible officers. However, a representative who wishes to be re-authorized to act as a responsible officer after the end of the reference period may be required to accumulate the missing PDUs:

Appointment of a responsible officer

The firm must send the AMF a resolution of the board of directors or a document signed by its directors confirming the appointment of its responsible officer. To satisfy this requirement, the firm may complete the form Schedule – Appointment of authorized persons available in the Forms section.

A list of documents to be filed based on the firm’s situation is also provided in the Supporting documents to be submitted or Required supporting documents section of each form.

The independent representative ensures the discipline of his trainees and employees, he ensures that they act in accordance with the Act respecting the distribution of financial products and services and its regulations.

The independent representative must deal fairly with the complaints made to him. See the Complaints examination page for more information.

Conditions of certification to act as an independent representative

In insurance or financial planning sector

The holder of a certificate issued by the AMF has no other requirement to satisfy in order to act as an independent representative.

In claims adjustment

The representative must have been in the employ of a firm or independent partnership in the sector of claims adjustment at least 5 of the 7 years preceding his application to register. Consult the Regulation This link will open in a new window

In mortgage brokerage

The representative must: 

  1. Hold a certificate authorizing him or her to act in the sector of mortgage brokerage.

  2. In the 2 years preceding the application for registration of a firm, independent partnership or independent representative, the representative must:

  3. Then complete the requisite professional development program. To learn more, consult the Professional Development Units (PDU) page.
Information

Need help?

You’re a responsible officer or independent representative and need help?

Make an appointment with an Information Centre agent. 

It’s important that you enter only your business contact information (telephone no. and e-mail address fields)

Make an appointment This link will open in a new window

End of the Information