Board appointments are usually inside baseball. But occasionally they foreshadow what a regulator is about to tolerate, and what it is about to challenge. This is one of those moments.
Ontario has appointed four new directors to the Ontario Securities Commission (OSC) board, with terms beginning Jan. 15.
The appointees are accomplished. That is not the point. The point is the signal sent by the composition of the group, arriving at a time when the OSC is actively working on files where investor harm is most likely to flow from distribution behaviour, not from technical rule gaps.
The OSC’s 2025–26 examination priorities make the risk landscape clear. Sales practices at financial institutions remain important enough to warrant focused work. The exempt market remains a priority as more retail investors are drawn into complex, illiquid products. The regulator is also still flagging crypto-asset issues. These are areas where the harm pattern is familiar: marketing momentum, optimism and incentives moving faster than a typical investor’s ability to assess what they are buying.
At the same time, the OSC is advancing its work on long-term asset funds — structures designed to widen access to long-term assets that can be hard to value and harder to exit. The OSC’s own description of these assets points directly to the core problem: they may not be readily disposed of, they may be difficult to value and they generally have longer time horizons. Those are not minor features. They are the defining risks.
Illiquidity and valuation uncertainty are not inherently bad. Institutions live with them every day. But retail investors experience them differently. They discover what illiquidity means when they want their money back. They learn what valuation uncertainty means when performance reporting looks precise, but the price is not continuously observable. In stressed markets, those gaps are where trust breaks first.
Board composition matters
This is why board composition matters now. When the OSC’s policy agenda brings ordinary investors closer to illiquid alternatives, the board needs more than impressive resumes. It needs at least one director whose default question is not “how do we make this viable?” but “how does this fail in the hands of an ordinary investor?”
According to Ontario’s Public Appointments Secretariat listing, the new directors are Jeff Allsop, Rick Byers, Deborah Starkman and Georgia Woods. Their backgrounds, as described publicly, reflect strong experience in infrastructure and project finance, government finance, corporate finance and real estate and senior technology leadership. That expertise can strengthen governance and sharpen the OSC’s perspective on market development and modernization.
What is less obvious from the same public descriptions is an investor-harm anchor in the new cohort: someone whose career has been built around investor complaints, dispute resolution, misselling, suitability failures or the aftermath of fraud. A regulator can hear investor concerns through consultations and advisory groups. But that is not the same as having the investor-outcomes lens inside the boardroom when tradeoffs are being framed.
Most investor harm does not start with a dramatic scandal. It starts with ordinary distribution mechanics: products pitched as prudent diversification, conflicts that are disclosed but not understood, suitability that is documented but not genuinely tested and disclosure that satisfies lawyers but does not inform clients. Those failures are not accidents. They are predictable outcomes when incentives and complexity meet real-world behaviour.
That is why a board benefits from someone who has seen this movie end-to-end — through complaint files, arbitration, ombuds processes or litigation. It’s not that the board should be adversarial; it is that someone has to be paid to ask the inconvenient questions before the market asks them after the fact.
Those questions are practical. If long-term asset funds are to be distributed more broadly, will access be limited to advice channels where suitability obligations are meaningful in practice, or will the market drift toward wider availability? Will redemption restrictions be explained so investors understand them before they buy, not when they try to sell?
What will prevent these products from being packaged inside “balanced” solutions where illiquidity and valuation uncertainty are effectively hidden behind a familiar label? And when performance reporting relies on valuations that are not continuously observable, how will investors be protected from false precision and misleading comparisons?
None of these questions is anti-innovation. They are the minimum questions that separate responsible expansion from predictable harm. If the OSC wants to broaden access, it also needs to be clear-eyed about how products are sold, how investors interpret disclosure and how suitability is applied in practice when incentives are strong.
OSC’s balanced mandate
To be fair, the OSC has a balanced mandate. It is not only an investor-protection body; it also seeks fair and efficient markets and conditions for capital formation. Ontario needs competitive markets and innovation. Retail investors can benefit from broader opportunity sets when products are designed and distributed with realistic assumptions about behaviour and sales incentives.
But mandates do not implement themselves. When objectives compete, governance signals matter. A board refresh that adds four strong capital-markets and technology profiles — without an obvious investor-harm voice —risks reinforcing an old Canadian habit: treating investor protection as something that can be managed through disclosure and principles, rather than as a constraint that should shape distribution choices at the outset.
Appointments are not policy, and board composition is not destiny. Still, governance influences what a regulator treats as the default priority when tradeoffs become real.
Ontario had four board seats to fill. It filled them with accomplished professionals. The missing piece is not competence. It is a perspective that consistently asks, before the market-building question: what could go wrong for the investor who trusts the label, not the fine print?