REGISTERED INSURANCE BROKERS OF ONTARIO DISCIPLINE COMMITTEE
Between:
THE REGISTERED INSURANCE BROKERS OF ONTARIO
and
STEPHEN PHILIPS (Registration No. R20164)
Heard: March 26, 2026
PANEL MEMBERS:
- Rose Cavaliere, Broker and Chair
- Mario Laraia, Broker
- Darren Hamilton, Broker
- Paul Armstrong, Broker
- Frances Kordyback, Public Member
IN ATTENDANCE:
- Alex Smith, Counsel for RIBO
- Jagdeep Singh Lally, Counsel for the Licensee
- Stephen Philips, Licensee
- Heather Vaughan, Discipline Committee Independent Legal Counsel
DECISION AND REASONS
INTRODUCTION:
1This matter was referred to the Discipline Committee (the "Panel") by the Complaints Committee in accordance with the Registered Insurance Brokers Act section 18.
2This matter was convened and heard virtually on March 26, 2025 pursuant to the Registered Insurance Brokers Act, R.S.O. 1990, c. R.19, (RIBA) and the Statutory Powers Procedure Act, R.S.O. 1990, c. S.22 and regulations thereunder and was governed by the Rules of Procedure of the Discipline Committee of the Registered Insurance Brokers of Ontario (RIBO).
3The hearing proceeded by way of an Agreed Statement of Facts (ASF) and a Joint Submission on Penalty (JSP) proposed by counsel for the parties.
ALLEGATIONS OF MISCONDUCT:
4The allegations of misconduct as stated in the Notice of Hearing dated March 10, 2026, which was marked as Exhibit #1, were as follows:
- That Stephen Philips (hereinafter, "Licensee") may be guilty of misconduct as defined by paragraph 8 of Subsection 1 of section 15 of Ontario Regulation, 991, for failure to carry on business in a manner consistent with the provisions Paragraphs 1, 3, 5, and 6 of the Code of Conduct in Section 14 of Ontario Regulation 991, which provide:
s. 14.1. A member shall discharge the member's duties to clients, members of the public, fellow members and insurers with integrity.
s. 14.3. A member shall serve the member's client in a conscientious, diligent and efficient manner and shall provide a quality of service at least equal to that which members would generally expect of a member in a like situation.
s. 14.5. A member shall hold in strict confidence all information acquired in the course of the professional relationship concerning the business and affairs of the member's client, and the member shall not divulge any such information unless authorized by the client to do so, required by law to do so or required to do so in conducting negotiations with underwriters or insurers on behalf of the client.
s. 14.6. A member shall observe all relevant rules and laws regarding the preservation and safekeeping of property of the client entrusted to the member and, when there are no such rules or laws or the member is in doubt, the member must take the same care of such property as a careful and prudent person would take of the person's own property of like description.
5RIBO advised the panel that there was insufficient evidence to proceed on the breach of section 14.5 of Ontario Regulation 991 and requested that that allegation be withdrawn. The panel ordered the allegation withdrawn.
THE LICENSEE'S PLEA:
6The Licensee pled guilty to the remaining allegations set out in paragraph 1 of the Notice of Hearing, specifically breach of section 14.1, 14.3 and 14.6 of the Code of Conduct found in Regulation 991 to the RIBA.
7The Panel conducted an oral plea inquiry and was satisfied that this guilty plea was free and voluntary.
AGREED STATEMENT OF FACTS:
8RIBO and the Licensee advised the Panel that an agreement had been reached on the facts and filed an ASF which was accepted by the panel and filed as Exhibit #2.
9The panel allowed several amendments to the ASF which were made on the record as follows;
- Paragraph 27 of the ASF was amended from, "does contain" to "does not contain."
- Paragraphs 29 and 37 of the ASF were amended from, "RISO" to "RIBO"
- Paragraph 31 was amended from "do no use" to "do not use"
- Paragraph 34 was amended from "did take" to "did not take"
10The relevant facts in the ASF provide as follows:
Background
Stephen Philips was registered with the Registered Insurance Brokers of Ontario ("RIBO") in or around September 1997.
The Broker's registration number with RIBO is R20164. The Broker's current license status with RIBO is as a Level 1 broker.
At the material time the Broker was a registered insurance broker in the employ of Best Buy Insurance Brokers Inc. ("Best Buy").
The employment of the Broker was terminated by Best Buy in January 2021.
Key Facts
The Complaint was made on March 8, 2021 by Ms. Gillian Van Kempen, Principal Broker of Best Buy (the "Complainant"). The Complainant alleged that Mr. Philips, while employed by Best Buy, was sharing confidential information entrusted to Best Buy with an unlicensed individual. The Complainant further alleged that Mr. Philips sent policy change requests for Best Buy policy holders based on instructions from this unauthorized individual.
The Complaint against Mr. Philips was made subsequent to his termination of employment from Best Buy.
Complaints Committee
- The specifics of the allegations as referred by the Complaints Committee to the Discipline Committee are that Mr. Philips may have committed misconduct by breaching the Code of Conduct as follows:
(a) Sharing confidential client information that was entrusted and belonged to Best Buy Insurance with an unauthorized individual;
(b) Submitting change requests to insurance companies when instructed to do so by the unauthorized individual, who was not licensed as an insurance agent or broker.
- It is alleged that in committing the acts described at paragraph 7 above, the Broker breached the following provisions of the Code of Conduct:
14.1: A member shall discharge the member's duties to clients, members of the public, fellow members and insurers with integrity;
14.3: A member shall serve the member's client in a conscientious, diligent, and efficient manner and shall provide a quality of service at least equal to that which members would generally expect of a member in a like situation;
14.5: A member shall hold in strict confidence all information acquired in the course of professional relationships concerning the business and affairs of the member's client, and the member shall not divulge any such information unless authorized by the client to do so, required by law to do so, or required to do so in conducting negotiations with underwriters or insurers on behalf of the client;
14.6: A member shall observe all relevant rules and laws regarding the preservation and safekeeping of property of the client entrusted to the member and when there are no such rules or laws or the member is in doubt, the member must take the same care of such property as a careful and prudent person would take of the person's own property of like description.
The unauthorized individual and Best Buy:
The unauthorized individual was registered as broker from December 2000 until he resigned his registration in September 2009. He registered again as a broker in April 2021 and is currently a registered broker.
The unauthorized individual was a source of client referrals for Best Buy.
Best Buy did not object to referrals from unauthorized individual to Mr. Philips, assuming that Mr. Philps was doing the work of a licensed broker and handling all communications, applications and advice/guidance to clients.
The unauthorized individual communicated with Best Buy employees other than Mr. Philips, including the managing partner and a sales executive.
Communications between the unauthorized individual, Mr. Philips and other Best Buy employees, including the managing partner, went beyond simple referrals and discussed particulars of various files/clients.
Evidence as to the Actions of the Broker
The Broker communicated with the unauthorized individual throughout much of 2020 with regard to clients referred to Best Buy by the unauthorized individual.
Best Buy had firsthand knowledge of the communications between Mr. Philips and the unauthorized individual.
The Broker was cautioned against taking instructions from the unauthorized individual on behalf of clients and reminded that it was the Broker's responsibility to do all tasks required by a licensed broker.
If he were to testify, the Broker would state that he did communicate directly with all clients referred by the unauthorized individual, but at times the unauthorized individual was on the phone during conversations with clients with the consent of the clients.
If he were to testify, the Broker would also state that he had the consent of clients referred to Best Buy by the unauthorized individual to communicate with the unauthorized individual about their files.
If he were to testify the Broker would acknowledge that, on certain occasions, the unauthorized individual would relay information from a client to the Broker, thus acting as an intermediary of information.
The RIBO Investigation Report does not have any details as to whether or not consent was formally obtained by clients for the sharing of their information.
Certain communications, however, clearly show that the client(s) were included on emails with both the unauthorized individual and the Broker.
Mr. Philips does acknowledge that on one occasion, in May of 2020, he was not present at a meeting at which a client signed an application in the presence of the unauthorized individual, and the unauthorized individual then forwarded the application to Mr. Philips by email.
The managing partner was aware of this incident and cautioned the Broker.
No complaint was made to RIBO about the Broker by any client of the Broker referred by the unauthorized individual.
No complaint has been made to RIBO against the unauthorized individual, who is now a registered broker, or against any other Best Buy employee in regard to the referral relationship between the unauthorized individual and Best Buy.
Withdrawal of Allegation 14.5
If Mr. Philips were to testify he would state that he had the consent of the clients with whom he shared information with the unauthorized individual to do so.
RIBO's Investigation Report does not contain evidence with regard to whether or not such consent was received.
Admissions and Acknowledgments of the Broker
The Broker acknowledges that whether or not some or all of his communications with the unauthorized individual were condoned by Best Buy, all brokers must ensure that they do no use intermediaries to carry out work that is properly within the scope of that of an insurance broker.
Mr. Philips admits and acknowledges that in delegating or ceding certain communications and tasks with clients to the unauthorized individual he breached the obligation to discharge his duties with integrity and did not meet the requirement to serve at least one client in a conscientious manner.
In particular, Mr. Philips admits and acknowledges that he delegated the task of having a client sign an application to the unauthorized individual and was not present when the application was signed. Furthermore, the unauthorized individual sent him the application later via email.
Mr. Philips acknowledges that in doing so he not did take appropriate steps to safeguard the client's application.
Accordingly, the Broker admits and acknowledges that he breached sections 14.1, 14.3 and 14.6 of the Code of Conduct.
If the Broker were to testify, he would state that he did not intend to breach the Code of Conduct. He would also testify that he is remorseful for his actions.
SUBMISSIONS OF THE PARTIES
11The parties submitted that there was sufficient evidence before the panel to make a finding that the Licensee was guilty of misconduct for breach of the Code of Conduct, sections 14.1, 14.3 and 14.6 and that there was insufficient evidence to make findings regarding the breach of section 14.5 of the Code of Conduct.
FINDINGS AND REASONS FOR DECISION:
12The panel agrees with the submissions of the parties that there is sufficient evidence in the ASF to support the finding of guilt and accordingly finds the Licensee guilty of misconduct for the breach of sections 14.1, 14.3 and 14.6 of the Code of Conduct found in Regulation 991 of RIBA and permits RIBO to withdraw allegation 14.5.
JOINT SUBMISSION ON ORDER:
13The Panel was advised that the parties had agreed on the appropriate penalty in this case and the parties filed a Joint Submission on Penalty (JSP) which was marked as Exhibit #3.
14The Registered Insurance Brokers ("RIBO") and Stephen Philips (the "Broker") jointly request that the Panel of the Discipline Committee impose the following penalty:
The Broker will be reprimanded;
Within six (6) months of the date of the order of the Discipline Committee, the Broker shall complete three (3) hours of RIBO accredited ethics education. This requirement is in addition to the annual Continuing Education obligations of the Broker; and
The Broker shall report completion of the educational requirement set out at paragraph 2 above to RIBO's Compliance Administrator by way of email.
PENALTY ORDER MADE:
15The panel accepted the JSP of the parties and makes an order, effective immediately, that the broker be reprimanded, shall complete the ethics courses and report completion as set out in sections 2 and 3 of Exhibit #3.
REASONS FOR PENALTY:
16The Registered Insurance Brokers of Ontario (RIBO) is a self-governing organization that regulates the licensing, professional competence, ethical conduct and insurance related financial obligations of all independent general insurance brokers in the province of Ontario to ensure the public is served and protected accordingly.
17In accepting the proposed penalty, the committee considered the severity and nature of the misconduct alleged, the mitigating and aggravating factors, rehabilitation of the Licensee and specific and general deterrence.
18In this case, it appeared to be known at Best Buy Insurance Brokers Inc. that the unauthorized individual was facilitating client referrals to the brokerage and this Licensee. The unauthorized individual had previously been registered as an insurance broker, and is currently registered as an insurance broker, but at the time material to this case was unlicensed.
19The Licensee has an obligation not to use unlicensed intermediaries to carry out work that is properly within the scope of the insurance broker. This is particularly important at the time of the formation of the insurance contract, which starts with the signing of an application. Allowing an unlicensed individual to handle that aspect of a client's insurance transaction is an inappropriate delegation by the Licensee and a breach of the Code of Conduct.
20The evidence suggests that this arrangement proceeded with client consent but even with the client's consent it is incumbent upon the Licensee to ensure that he is effectively performing all of the work that is within the scope of an insurance broker.
21In this case there was no evidence of any consumer complaints or risk as a result of the inappropriate delegation which is a mitigating factor.
22There was also evidence in the file that this was all done with the client's consent and there was no malicious purpose or fraudulent intent.
23The panel accepts that the broker likely did not intend to breach the Code of Conduct, is remorseful for his actions, cooperated in the investigation and came to an agreement on the facts which are all mitigating factors.
24The reprimand and educational requirements serve to educate and rehabilitate the Licensee and deter further conduct of this nature by the Licensee and the broker community at large.
Rose Cavaliere, Discipline Committee Chair March 26, 2026