Regulation to amend Regulation 25-102 respecting Designated Benchmarks and Benchmark Administrators

REGULATION TO AMEND REGULATION 25-102 RESPECTING DESIGNATED BENCHMARKS AND BENCHMARK ADMINISTRATORS Securities Act (chapter V-1.1, s. 186.2.0.1, s. 331.1, par. (1), (3), (9.3), (9.5), (9.6), (19), (19.1) and (34), and s. 333)

1. Section 1 of Regulation 25-102 respecting Designated Benchmarks and Benchmark Administrators (chapter V-1.1, r. 8.2) is amended, in paragraph (1): (1) by striking out the definitions of “CSAE 3000”, “CSAE 3001”, “CSAE 3530”, “CSAE 3531” and “ISAE 3000”; (2) by striking out the definition of “limited assurance report on compliance; (3) by replacing the definition of “reasonable assurance report on compliance” by the following: ““reasonable assurance report on controls” means a report prepared on a reasonable assurance basis (a) by a public accountant, on the statement of an individual or management of a person, as applicable, that (i) relates to the description, design and implementation of policies, procedures and controls by the individual or management with respect to applicable subject requirements, and (ii) states whether those policies, procedures and controls operated effectively over the applicable period, and (b) in accordance with (i) the Handbook, or (ii) International Standards on Assurance Engagements set by the International Auditing and Assurance Standards Board, as amended from time to time;”; (4) in the definition of “subject requirements”: (a) by inserting, in the text preceding subparagraph (a), the following subparagraph: “(a.0) paragraphs 13(1)(a) and (b)”; (b) by replacing “(a) and (b)”, in subparagraphs (c) and (d), by “(a), (b) and (c)”.
2. Section 5 of the Regulation is amended by replacing “, a public accountant’s limited assurance report on compliance or a reasonable assurance report on compliance”, in subparagraph (b) of paragraph (2), by “or a reasonable assurance report on controls”.
3. Section 7 of the Regulation is amended by replacing “, or any public accountant’s limited assurance report on compliance or reasonable assurance report on compliance”, in subparagraphs (f) and (g) of paragraph (8), by “or any reasonable assurance report on controls”.
4. The Regulation is amended by inserting, after section 13, the following: “Assurance report on designated benchmark administrator

2 13.1. (1) A designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, in respect of each designated benchmark it administers that is not a designated critical benchmark, a designated interest rate benchmark or a designated commodity benchmark, relating to (a) the designated benchmark administrator’s compliance with sections 5, 8 to 16 and 26, and (b) whether the designated benchmark administrator follows the methodology of the designated benchmark. (2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is, (a) in the case of a first report, the period commencing 9 months and one day after the date of designation of a benchmark referred to in that subsection and ending 12 months after that date, and (b) in the case of a report that is not the first report, the period commencing 12 months and one day after the end of the applicable period of the report preceding the subsequent report and ending 24 months after the end of that period. (3) For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the designated benchmark administrator not later than 90 days after the end of the applicable period under subsection (2). (4) For the purposes of subsection (1), a designated benchmark administrator must, not later than 100 days after the end of the applicable period under subsection (2) of a report referred to in subsection (1), publish the report and deliver a copy of the report to the regulator, except in Québec, or securities regulatory authority.”. 5. Sections 32 and 33 of the Regulation are replaced by the following: “Assurance report on designated benchmark administrator 32. (1) A designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, in respect of each designated critical benchmark it administers, relating to (a) the designated benchmark administrator’s compliance with sections 5, 8 to 16 and 26, and (b) whether the designated benchmark administrator follows the methodology of the designated critical benchmark. (2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is, (a) in the case of a first report, the period commencing 9 months and one day after the date of designation of a benchmark referred to in that subsection and ending 12 months after that date, and (b) in the case of a report that is not the first report, the period commencing on the first day after the end of the applicable period of the report preceding the subsequent report and ending 12 months after the end of that period. (3) For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the designated benchmark administrator not later than 90 days after the end of the applicable period under subsection (2).

3 (4) For the purposes of subsection (1), a designated benchmark administrator must, not later than 100 days after the end of the applicable period under subsection (2) of a report referred to in subsection (1), publish the report and deliver a copy of the report to the regulator, except in Québec, or securities regulatory authority. “Assurance report on benchmark contributor requested by oversight committee 33. (1) If requested by the oversight committee referred to in section 7 as a result of a concern relating to a benchmark contributor to a designated critical benchmark, the benchmark contributor must engage a public accountant to provide a reasonable assurance report on controls relating to (a) the benchmark contributor’s compliance with section 24, and (b) whether the benchmark contributor follows the methodology of the designated critical benchmark. (2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is 3 months, 6 months, 9 months or 12 months, as specified in a request referred to in that subsection. (3) For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the benchmark contributor not later than 90 days after a request referred to in that subsection. (4) For the purposes of subsection (1), a benchmark contributor must, not later than 100 days after a request of the oversight committee referred to in that subsection, deliver a copy of a report referred to in that subsection to (a) the oversight committee, (b) the board of directors of the designated benchmark administrator that established the oversight committee referred to in paragraph (a), and (c) the regulator or securities regulatory authority.”. 6. Sections 36 to 38 of the Regulation are replaced by the following: “Assurance report on designated benchmark administrator 36. (1) A designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, in respect of each designated interest rate benchmark it administers, relating to (a) the designated benchmark administrator’s compliance with sections 5, 8 to 16, 26 and 34, (b) for a benchmark with a benchmark contributor, the designated benchmark administrator’s compliance with section 23, and (c) whether the designated benchmark administrator follows the methodology of the designated interest rate benchmark. (2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is: (a) in the case of a first report, (i) for a benchmark with a benchmark contributor, the period commencing 3 months and one day after the date of designation of the benchmark and ending 6 months after that date, or

4 (ii) for a benchmark without a benchmark contributor, the period commencing 9 months and one day after the date of designation of the benchmark and ending 12 months after that date, and (b) in the case of a report that is not the first report, the period commencing 12 months and one day after the end of the applicable period of the report preceding the subsequent report and ending 24 months after the end of that period. (3) For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the designated benchmark administrator not later than 90 days after the end of the applicable period under subsection (2). (4) For the purposes of subsection (1), a designated benchmark administrator must, not later than 100 days after the end of the applicable period under subsection (2) of a report referred to in subsection (1), publish the report and deliver a copy of the report to the regulator, except in Québec, or securities regulatory authority. “Assurance report on benchmark contributor requested by oversight committee 37. (1) If requested by the oversight committee referred to in section 7 as a result of a concern relating to a benchmark contributor to a designated interest rate benchmark, the benchmark contributor must engage a public accountant to provide a reasonable assurance report on controls relating to (a) the benchmark contributor’s compliance with sections 24 and 39, (b) whether the benchmark contributor follows the methodology of the designated interest rate benchmark, and (c) the benchmark contributor’s compliance with the code of conduct referred to in section 23. (2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is 3 months, 6 months, 9 months or 12 months, as specified in a request referred to in that subsection. (3) For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the benchmark contributor not later than 90 days after a request referred to in that subsection. (4) For the purposes of subsection (1), a benchmark contributor must, not later than 100 days after a request of the oversight committee referred to in that subsection, deliver a copy of a report referred to in that subsection to (a) the oversight committee, (b) the board of directors of the designated benchmark administrator that established the oversight committee referred to in paragraph (a), and (c) the regulator, except in Québec, or securities regulatory authority. “Assurance report on benchmark contributor required at certain times 38. (1) A benchmark contributor to a designated interest rate benchmark must engage a public accountant to provide a reasonable assurance report on controls relating to (a) the benchmark contributor’s compliance with sections 24 and 39, (b) whether the benchmark contributor follows the methodology of the designated interest rate benchmark, and

5 (c) the benchmarks contributor’s compliance with the code of conduct referred to in section 23. (2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is, (a) in the case of a first report, the period commencing 3 months and one day after the date of designation of a benchmark referred to in that subsection and ending 6 months after that date, and (b) in the case of a report that is not the first report, the period commencing 12 months and one day after the end of the applicable period of the report preceding the subsequent report and ending 24 months after the end of that period. (3) For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the benchmark contributor not later than 90 days after the end of the applicable period under subsection (2). (4) For the purposes of subsection (1), a benchmark contributor must, not later than 100 days after the end of the applicable period under subsection (2) of a report referred to in subsection (1), deliver a copy of the report to (a) the oversight committee referred to in section 7, (b) the board of directors of the designated benchmark administrator that established the oversight committee referred to in paragraph (a), and (c) the regulator, except in Québec, or securities regulatory authority.”. 7. Section 39 of the Regulation is amended by replacing “limited assurance report on compliance or reasonable assurance report on compliance”, in subparagraph (b) of paragraph (8), by “reasonable assurance report on controls”. 8. Section 40.13 of the Regulation is replaced by the following: “Assurance report on designated benchmark administrator 40.13. (1) A designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, in respect of each designated commodity benchmark it administers, relating to (a) the designated benchmark administrator’s compliance with subsection 5(1) and sections 11 to 13, 40.3, 40.4, 40.6, 40.7, and 40.9 to 40.12, and (b) whether the designated benchmark administrator follows the methodology of the designated commodity benchmark. (2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is, (a) in the case of a first report, the period commencing 9 months and one day after the date of designation of a benchmark referred to in that subsection and ending 12 months after that date, and (b) in the case of a report that is not the first report, the period commencing one day after the end of the applicable period of the report preceding the subsequent report and ending 12 months after the end of that period. (3) For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the designated benchmark administrator not later than 90 days after the end of the applicable period under subsection (2).

6 (4) For the purposes of subsection (1), a designated benchmark administrator must, not later than 100 days after the end of the applicable period under subsection (2) of a report referred to in subsection (1), publish the report and deliver a copy of the report to the regulator, except in Québec, or securities regulatory authority.”. 9. The Regulation is amended by replacing all occurrences of “limited assurance report on compliance or reasonable assurance report on compliance”, in sections 24, 26 and 40.11, by “reasonable assurance report on controls”. Transition Applicable period of first report – designated interest rate benchmark without a benchmark contributor 10. Despite subparagraph (ii) of subparagraph (a) of paragraph (2) of section 36 of the Regulation, as enacted by this Regulation, if a designated interest rate benchmark without a benchmark contributor was designated before the coming into force of this Regulation, the applicable period of the first report referred to in subparagraph (ii) of subparagraph (a) of paragraph (2) of section 36, as enacted by this Regulation, is the period commencing on 1 May 2025 and ending on 30 April 2026. First report – designated interest rate benchmark without a benchmark contributor 11. Despite paragraph (3) of section 36 of the Regulation, as enacted by this Regulation, if a designated interest rate benchmark without a benchmark contributor was designated before the coming into force of this Regulation, the engagement referred to in paragraph (1) of section 36, as enacted by this Regulation, must require the public accountant to provide the first report referred to in paragraph (3) of section 36, as enacted by this Regulation, to the designated benchmark administrator not later than 90 days after the coming into force of this Regulation. Publication and delivery of first report – designated interest rate benchmark without a benchmark contributor 12. Despite paragraph (4) of section 36 of the Regulation, if a designated interest rate benchmark without a benchmark contributor was designated before the coming into force of this Regulation, a designated benchmark administrator must publish and deliver the first report referred to in paragraph (4) of section 36, as enacted by this Regulation, to the regulator, except in Québec, or the securities regulatory authority not later than 100 days after the coming into force of this Regulation. Effective date 13. (1) This Regulation comes into force on 5 May 2026. (2) In Saskatchewan, despite paragraph (1), if this Regulation is filed with the Registrar of Regulations after 5 May 2026, this Regulation comes into force on the day on which it is filed with the Registrar of Regulations.