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			On July 15, CNQ made a submission on behalf of all CNQ listed companies to the federal government's Expert Panel on Securities Regulation in Canada.  The purpose of the panel is to examine ways to bring about changes to improve the Canadian regulatory environment.  Chief among the major items under consideration is the creation of a single securities commission. To put it succinctly, CNQ supports a single securities commission provided that it does not lead to over centralization and a focus on large capitalization stocks. It must create efficiencies in the regulation of all public companies. We believe that small cap companies are essential to the economy and must be regulated accordingly. 
    Here is CNQ's submission in its entirety: July 15, 2008 David Murchison Executive Director Expert Panel on Securities Regulation Ottawa, Ontario K1A 0G5 Dear Sir, <div >Re: A Public Consultation Paper Issued by the Expert Panel on Securities 
Regulation in Canada — Request for Submissions </div> This letter is submitted in response to your request for submissions as noted above. Canadian Trading and Quotation System Inc. is the operator of a recognized stock 
exchange which runs both a conventional exchange with listed companies (the CNQ 
Listed Market) and an alternative market for securities listed on other Canadian stock 
exchanges (Pure Trading). We are recognized by the Ontario Securities Commission and have applied for and 
received exemptions in British Columbia, Alberta and Manitoba and we are approved to 
operate in Quebec by the AMF under a temporary order with the OSC as our principal 
regulator. To qualify for listing on our exchange, a company must be a reporting issuer in at least 
one provincial jurisdiction and automatically becomes a reporting issuer in Ontario upon 
listing if they were not already.  Investment dealers participating in our market must be members in good standing of a 
Canadian SRO (i.e., Investment Industry Regulatory Organization of Canada “IIROC” or 
the Montreal Exchange) and traders wishing access to our markets must be registered in 
at least one provincial jurisdiction.  With this business background, we are familiar with the patchwork nature of the 
securities regulatory regime in Canada. While we have no issue as to the competency of 
the individual authorities we deal with from time to time, we submit that many benefits 
will accrue to participants in our marketplaces if a single regulator was created, provided 
that regulator is properly constituted and has appropriate and consistent authority across 
the country. The current system is by its nature complex and unwieldy compared with 
what could be achieved with a single regulator. The existence of multiple jurisdictions 
regulating what is effectively a national market creates attendant costs that could be 
avoided through a process of rationalization that goes beyond the passport model. We don’t believe however that a single regulator will solve all of the problems within the 
industry, nor do we believe that Canada is a regulatory backwater because of the current 
arrangements. We are of the opinion that Canada has a regulatory structure that is 
capable of responding to changing circumstances in the markets and that our current 
laws, rules and policies are comparable to those of other countries with highly developed 
capital markets. Because of this we are not anxious to see change for the sake of 
change, or a regulatory construct that cannot respond to market developments in a 
timely and effective manner. The efficiency of our capital markets is too important to be 
subjected to a new regime that is created out of political expediency or in response to 
media cries for emulation of other countries’ regulatory regimes that have much greener 
grass when viewed from across the fence. With respect to your requests for comment on particular matters we offer the following: Principles-Based Securities Regulation All securities regulation should be based on principles but not be restricted to statements 
of principles. There is often a need for clarity in rules that cannot be achieved by the 
espousal of principles. But it is equally important to ensure that rules are grounded in 
principles that are enumerated by the rule making authorities. This not only provides 
guidance to the regulators and the regulated alike, but also lends legitimacy to the rules 
by establishing them on a proper foundation. If the rules are not properly founded upon 
appropriate principles it will lead to a loss of confidence in the integrity of the regulatory 
system. Rules that are developed without reference to underlying principles will tend to 
be overly prescriptive and difficult to comprehend. Within our own stock exchange we have been able to create a relatively simple rule 
structure that is comprehensible to listed companies and enables investors to see that 
the companies are in compliance. We do this by requiring enhanced disclosure online of 
the companies’ activities in management-prepared progress reports, requiring the 
companies to certify that they are in compliance with our rules and those of applicable 
securities regulatory authorities, and posting this disclosure material on our website. We 
also have been careful not to introduce rules in areas that overlap with the rules of other 
regulators; instead we adopt them by reference or defer to them so as to simplify the 
overall regulatory environment for the listed companies. Maximizing disclosure without creating an onerous burden on the listed companies 
benefits investors in those companies in two ways: the company is not pre-occupied with 
regulation to the detriment of their businesses and the investors are more informed. 
Better informed investors are generally acknowledged to be better equipped to make 
investment decisions. Proportionate Securities Regulation The CSA members currently impose proportionate regulation to a greater or lesser 
extent and this is a practice that should continue. While there is a belief in some quarters 
that accommodating smaller companies is not worth the perceived risk, because their 
market capitalization in aggregate is dwarfed by fewer than two hundred large 
companies, we believe that this would be a serious mistake. Canada has a very well developed junior capital market that should continue to be 
encouraged and nurtured by the regulators. Investment capital has and always will be a 
scarce commodity and it is capital that small companies need in order to develop and create employment and wealth. Small companies are important engines of innovation 
and growth and it is important to provide them with access to capital and to give 
investors the ability to make informed choices as to whether or not they are reasonable 
investments. Market forces are the best mechanism for determining which companies 
should get capital and which should not. It is therefore not preferable to have the 
regulators decide, for instance, what is an “appropriate stage of development” for a 
company to become a public company, nor how much capital a company should raise 
when it does go public. Regulators provide the framework within which the companies 
can raise capital and investors can make informed decisions in which companies to 
invest. It is also true that in some instances proportionate regulation can be achieved best by 
applying the same standards to companies of all types and sizes. This not only reduces 
complexity, it eliminates the question of where to draw the line between them. It is not 
always necessary to have different regulations based on company size. It is necessary 
to weigh the costs and the benefits of all regulations on an ongoing basis to ensure that 
they are commensurate. This will mean that in some cases different requirements must 
be imposed to ensure that the regulatory costs are not out of proportion to the desired 
economic benefits. In order to achieve the appropriate balance it will be necessary for regulators to not lose 
touch with the junior markets. This will likely necessitate some form of distributed effort 
throughout the locales where market participants are active. A single regulator, if 
established, should not be an overly centralized regulator. The junior capital markets are 
by nature more likely to be affected by local issues and trends. By maintaining some 
form of local presence the regulator will be more aware of the likely impact of regulations 
on a local investment community. While the globalization of capital markets is a real 
phenomenon that Canadian regulators must be responsive to, it is not the only trend that 
regulators must recognize when developing and enforcing requirements for market 
participants. In conclusion, we are supportive of the concept of a single regulator to reduce overlap, 
simplify the securities regulatory environment and reduce costs to market participants. 
We appreciate that political and constitutional issues must be addressed and we hope 
that they do not result in compromises that would counteract the benefits that should be 
attained. Given the relative importance of the junior capital markets to Canada we trust 
that you will consider the impact on this sector when weighing the net benefits of 
proposed changes to the regulatory regime. We thank you for this opportunity to comment and wish you the best in your momentous 
task. Should you have any questions, please do not hesitate to contact the undersigned. Yours truly, CANADIAN TRADING AND QUOTATION SYSTEM INC. Robert Cook President
			</div>

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