(1) The term “control or direction” is not defined in Canadian securities legislation except in Québec, where the Securities Act (Québec), in sections 90, 91 and 92, defines the concept of control and deems situations where a person has control over securities. For purposes of the Instrument, a person will generally have control or direction over securities if the person, directly or indirectly, through any contract, arrangement, understanding or relationship or otherwise has or shares
(a) voting power, which includes the power to vote, or to direct the voting of, such securities and/or
(b) investment power, which includes the power to acquire or dispose, or to direct the acquisition or disposition of such securities.
(2) A reporting insider may have or share control or direction over securities through a power of attorney, a grant of limited trading authority, or a management agreement. This would also include a situation where a reporting insider acts as a trustee for an estate (or in Québec as a liquidator) or other trust in which securities of the reporting insider’s issuer are included within the assets of the trust. This may also be the case if a spouse (or any other person related to the reporting insider) owns the securities or acts as trustee, but the reporting insider has or shares control or direction over the securities held in trust. In addition, this may be the case where the reporting insider is an officer or director of another issuer that owns securities of the reporting insider’s issuer and the reporting insider is able to influence the investment or voting decisions of the issuer.