NIN 93/23 - Executive compensation [NIN - Rescinded]
| Published Date: | 1993-12-17 |
|---|---|
| Effective Date: | 1993-12-16 |
The British Columbia Securities Commission is publishing new executive compensation disclosure rules applicable to reporting issuers in the Province (the "New Rules").
The New Rules are the same as the executive compensation disclosure rules recently adopted in Ontario although drafting changes have been made to clarify the disclosure required in a few areas (see items II.2(d), III.2(d), VI.2(a) and X.4(b) in Form 41). These changes are not intended to result in different disclosure in British Columbia than in Ontario.
The Superintendent is specifying, in accordance with section 158 of the Securities Act (the "Act"), amendments to certain required forms under the Act (the "Required Forms") to implement the New Rules (the "Amendments"). The Amendments are attached to this Notice and relate to the following Required Forms:
- items 22 and 23 of Form 12,
- items 26 and 27 of Form 13,
- items 22 and 23 of Form 14,
- items 19 and 20 of Form 15,
- item 7 of Form 28,
- item 7 of Form 30, and
- Form 41, in its entirety.
Implementation of Amendments
The Amendments come into effect at different times depending on whether the issuer is a small business issuer and on the type of document filed.
A "small business issuer" is an issuer that has revenues of less than $25,000,000 in the most recently completed financial year, is not a non-redeemable investment fund or mutual fund, has a public float of less than $25,000,000 and if it is a subsidiary of another issuer, that other issuer is also a small business issuer.
The rules dealing with the implementation of the Amendments (the "Implementation Rules") provide that, in certain circumstances, issuers may comply with the Required Forms as they existed before the Amendments (the "Old Rules").
Except as discussed below, the Implementation Rules are consistent with the effective date and the transitional provisions contained in Ontario Regulation 638/93, which implemented the new executive compensation disclosure rules in Ontario, and the additional transitional provisions contained in a blanket order under subsection 88(2) of the Ontario Securities Act and in a blanket permission under section 81 of the Regulation under the Ontario Securities Act, each dated December 1, 1993 (collectively referred to as "the Ontario Transitional Rules").
The Implementation Rules are not consistent with the Ontario Transitional Rules where a non-reporting issuer that does an initial public offering becomes a small business issuer upon completion of its initial public offering. Under the Implementation Rules, the issuer is allowed to file a prospectus prepared in accordance with the Old Rules until May 1, 1994 whereas under the Ontario Transitional Rules the issuer is required to file a prospectus prepared in accordance with the new Ontario executive compensation disclosure rules on or after January 1, 1994. For greater certainty, a prospectus prepared in accordance with the new Ontario executive compensation disclosure rules will be deemed to satisfy the applicable requirements in British Columbia.
In addition, the Implementation Rules are not consistent with the Ontario Transitional Rules as to the latest date by which an issuer must comply with the New Rules when filing a prospectus or an information circular for a meeting, other than one at which directors are to be elected or an executive officer or director compensation plan is to be approved (a "general meeting"). In Ontario, the latest date is November 1, 1994 for all issuers. In British Columbia, the latest date is February 15, 1995 for issuers, other than small business issuers, and June 15, 1995 for small business issuers.
Small business issuers that are exchange issuers are subject to the additional rules discussed under "Exchange Issuers" below.
Implementation Rules for a small business issuer
(1) A small business issuer, or a non-reporting issuer that will become a small business issuer upon completion of its initial public offering, may before May 1, 1994 file a prospectus, an annual report in lieu of an information circular (an "annual filing") or an information circular prepared in accordance with the Old Rules.
(2) A non-reporting issuer that will become a small business issuer upon completion of its initial public offering, must on or after May 1, 1994 file a prospectus prepared in accordance with the New Rules.
(3) Subject to paragraph (6), a small business issuer must on or after May 1, 1994 file a prospectus prepared in accordance with the New Rules.
(4) A small business issuer filing, on or after May 1, 1994, an information circular for a general meeting or an annual filing must comply with the New Rules.
(5) A small business issuer, other than a small business issuer that has completed its initial public offering on or after May 1, 1994, may file an information circular for a meeting, other than a general meeting, prepared in accordance with the Old Rules until the issuer mails or is required to mail its first information circular for a general meeting under the New Rules or until the issuer files or is required to file its first annual filing under the New Rules. The issuer is not entitled to this relief after June 15, 1995.
(6) A small business issuer, other than a small business issuer that has completed its initial public offering on or after May 1, 1994, may file a prospectus prepared in accordance with the Old Rules until the issuer mails or is required to mail its first information circular for a general meeting under the New Rules or until the issuer files or is required to file its first annual filing under the New Rules. The issuer is not entitled to this relief after June 15, 1995.
Implementation Rules for an issuer other than a small business issuer
(1) A non-reporting issuer that will not become a small business issuer upon completion of its initial public offering, may before January 1, 1994 file a prospectus prepared in accordance with the Old Rules.
(2) A non-reporting issuer that will not become a small business issuer upon completion of its initial public offering, must on or after January 1, 1994 file a prospectus prepared in accordance with the New Rules.
(3) Subject to paragraph (8), an issuer other than a small business issuer must on or after January 1, 1994 file a prospectus prepared in accordance with the New Rules.
(4) Where the most recently completed financial year of an issuer, other than a small business issuer, ended before October 31, 1993, the issuer may before January 1, 1994 file an information circular or an annual filing prepared in accordance with the Old Rules.
(5) Where the most recently completed financial year of an issuer, other than a small business issuer, ended before October 31, 1993, the issuer must on or after January 1, 1994 file an information circular for a general meeting or an annual filing prepared in accordance with the New Rules.
(6) Where the most recently completed financial year of an issuer, other than a small business issuer, ended on or after October 31, 1993, the issuer must file an information circular for a general meeting or an annual filing prepared in accordance with the New Rules.
(7) An issuer, other than an issuer that has completed its initial public offering on or after January 1, 1994, may file an information circular for a meeting, other than a general meeting, prepared in accordance with the Old Rules until the issuer mails or is required to mail its first information circular for a general meeting under the New Rules or until the issuer files or is required to file its first annual filing under the New Rules. The issuer is not entitled to this relief after February 15, 1995.
(8) An issuer, other than an issuer that has completed its initial public offering on or after January 1, 1994, may file a prospectus prepared in accordance with the Old Rules until the issuer mails or is required to mail its first information circular for a general meeting under the New Rules or until the issuer files or is required to file its first annual filing under the New Rules. The issuer is not entitled to this relief after February 15, 1995.
Summary of the New Rules
The New Rules require that reporting issuers in the Province provide details of salaries, bonuses, stock options
and other compensation paid to the chief executive officer and each of the four highest-paid executive officers. The disclosure must appear in prospectuses, information circulars and annual filings.
The New Rules also require issuers to provide:
- compensation information for any executive officer who left during the fiscal year but would otherwise have been in the highest-paid group;
- a five-year performance chart, comparing the total return of the issuer's shares to that of a broad market index (the issuer may also show a peer-group comparison);
- information on benefits that add significantly to compensation;
- details of non-routine loans made or guaranteed by an issuer to executive officers, directors, or 
senior officers;
- information on any contract that would result in an executive officer getting more than $100,000 as a result of being dismissed or having to change duties;
- details on directors' compensation;
- a report from the issuer's compensation committee, explaining how committee members decided on compensation, and indications of members' independence.
In order to make it easier to understand, much of the information must be given in tables with accompanying text providing details.
There are some exemptions. Small business issuers will not have to provide a stock performance chart, pension plan table or compensation committee report, because of the costs. Executive officers apart from chief executive officers who earn less than $100,000 a year in salary and bonus are exempt from disclosure. Issuers that comply with the U.S. executive compensation disclosure rules are exempt from the new requirements. Other foreign issuers may seek exemptions on a case-by-case basis.
Exchange Issuers
Where an exchange issuer, or an issuer that would be an exchange issuer after completion of its initial public offering, has filed a prospectus with the Commission, staff has generally required disclosure in the prospectus of the information called for under sections 9.1 and 9.3 of Draft Form 12A published in July 1992. Staff will continue to require the disclosure of that information until such time as the New Rules are reviewed to determine whether any changes should be made for small business issuers. The Commission understands that exchange issuers filing a Statement of Material Facts with the Vancouver Stock Exchange provide the same information when material.
Sections 9.1 and 9.3 of Draft Form 12A refer to disclosure required under Form 41. When preparing the disclosure, reference should be made to the requirements of Form 41 under the Old Rules until compliance with the New Rules is required as set out under "Implementation of Amendments".
$100,000 rule
Staff is reviewing the adequacy of the provision of the New Rules that exempts from disclosure the amounts paid in salary and bonuses to executive officers, other than chief executive officers, who earn less than $100,000. This provision could result in the disclosure of information relating only to the chief executive officer of an issuer. Staff is considering whether this result is appropriate and, if not, whether different rules should apply. Staff may propose changes to the New Rules once it has completed its review.
DATED at Vancouver, British Columbia, on December 16, 1993.
Douglas M. Hyndman Dean E. Holley
Chair Superintendent of Brokers
Attachment
AMENDMENTS TO REQUIRED FORMS RELATING TO NEW EXECUTIVE COMPENSATION DISCLOSURE RULES
1. Items 22 and 23 of Form 12 are revoked and the following substituted:
ITEM 22 Executive Compensation
Complete and attach to or include in this Form a Statement of Executive Compensation in Form 41, provided however, that the disclosure required by Items V, VIII, IX and X of Form 41 may be omitted for purposes of this Form.
ITEM 23 Indebtedness of Directors, Executive Officers and Senior Officers
(ii) whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year of the issuer has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the issuer or any of its subsidiaries.
(ii) If the borrower is a director, executive officer or senior officer, the principal position of the borrower. If the borrower was, during the year, but no longer is a director or officer, include a statement to that effect. If the borrower is a proposed nominee for election as a director, include a statement to that effect. If the borrower is included as an associate describe briefly the relationship of the borrower to an individual who is or, during the year, was a director, executive officer or senior officer or who is a proposed nominee for election as a director, name that individual and provide the information required by this subparagraph for that individual (column (a)).
(iii) Whether the issuer or a subsidiary of the issuer is the lender or the provider of a guarantee, support agreement, letter of credit or similar arrangement or understanding (column (b)).
(iv) The largest aggregate amount of the indebtedness outstanding at any time during the last completed financial year (column (c)).
(v) The aggregate amount of indebtedness outstanding as at a date within thirty days of certification of the prospectus (column (d)).
(vi) Separately for each class or series of securities, the sum of the number of securities purchased during the last completed financial year with the financial assistance (column (e)).
(vii) The security for the indebtedness, if any, provided to the issuer, any of its subsidiaries or the other entity (column (f)).
TABLE OF INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS UNDER SECURITIES PURCHASE PROGRAMS
Amount Assisted
Outstanding Amount Securities Purchases
Name and Involvement During [Last Outstanding During [Last Security
Principal of Issuer or Completed as at [current Completed for
Position Subsidiary Financial Year] date] Financial Year] Indebtedness
(a) (b) (c) (d) (e) (f)
(ii) to another entity if the indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the issuer or any of its subsidiaries,
of all officers, directors, employees and former officers, directors and employees of the issuer or any of its subsidiaries outstanding as at a date within thirty days of certification of the prospectus.
TABLE OF INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS
[insert if the issuer has a securities purchase program "OTHER THAN UNDER SECURITIES PURCHASE PROGRAMS"]
Amount
Outstanding Amount
Principal Position Subsidiary Financial Year] date]
(ii) to another entity if the indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the issuer or any of its subsidiaries,
of all officers, directors, employees and former officers, directors and employees of the issuer or any of its subsidiaries outstanding as at a date within thirty days of certification of the prospectus.
(ii) any material adjustment or amendment made during the most recently completed financial year to the terms of the indebtedness and, if applicable, the guarantee, support agreement, letter of credit or similar arrangement or understanding, and
(iii) the class or series of the securities purchased with financial assistance or held as security for the indebtedness and, if the class or series of securities is not publicly traded, all material terms of the securities, including but not limited to provisions for exchange, conversion, exercise, redemption, retraction and dividends.
(i) If an issuer makes loans to employees generally, whether or not in the ordinary course of business, loans are considered routine indebtedness if made on terms, including those as to interest rate and security, no more favourable to the borrower than the terms on which loans are made by the issuer to employees generally, but the amount at any time during the last completed financial year remaining unpaid under the loans to any one director, executive officer, senior officer or proposed nominee together with his or her associates that are treated as routine indebtedness under this clause must not exceed $25,000.
(ii) Whether or not the issuer makes loans in the ordinary course of business, a loan to a director, executive officer or senior officer is considered routine indebtedness if,
B. the loan is fully secured against the residence of the borrower, and
C. the amount of the loan does not exceed the annual salary of the borrower.
B. involves no more than usual risks of collectibility.
2. Items 26 and 27 of Form 13 are revoked and the following substituted:
ITEM 26 Executive Compensation
ITEM 27 Indebtedness of Directors, Executive Officers and Senior Officers
(ii) whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year of the issuer has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the issuer or any of its subsidiaries.
(iv) The largest aggregate amount of the indebtedness outstanding at any time during the last completed financial year (column (c)).
(v) The aggregate amount of indebtedness outstanding as at a date within thirty days of certification of the prospectus (column (d)).
(vi) Separately for each class or series of securities, the sum of the number of securities purchased during the last completed financial year with the financial assistance (column (e)).
(vii) The security for the indebtedness, if any, provided to the issuer, any of its subsidiaries or the other entity (column (f)).
TABLE OF INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS UNDER SECURITIES PURCHASE PROGRAMS
Amount Assisted
Outstanding Amount Securities Purchases
Name and Involvement During [Last Outstanding During [Last Security
Principal of Issuer or Completed as at [current Completed for
Position Subsidiary Financial Year] date] Financial Year] Indebtedness
(a) (b) (c) (d) (e) (f)
(ii) to another entity if the indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the issuer or any of its subsidiaries,
of all officers, directors, employees and former officers, directors and employees of the issuer or any of its subsidiaries outstanding as at a date within thirty days of certification of the prospectus.
TABLE OF INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS
[insert if the issuer has a securities purchase program "OTHER THAN UNDER SECURITIES PURCHASE PROGRAMS"]
Amount
Outstanding Amount
Principal Position Subsidiary Financial Year] date]
(ii) to another entity if the indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the issuer or any of its subsidiaries,
of all officers, directors, employees and former officers, directors and employees of the issuer or any of its subsidiaries outstanding as at a date within thirty days of certification of the prospectus.
(ii) any material adjustment or amendment made during the most recently completed financial year to the terms of the indebtedness and, if applicable, the guarantee, support agreement, letter of credit or similar arrangement or understanding, and
(iii) the class or series of the securities purchased with financial assistance or held as security for the indebtedness and, if the class or series of securities is not publicly traded, all material terms of the securities, including but not limited to provisions for exchange, conversion, exercise, redemption, retraction and dividends.
(i) If an issuer makes loans to employees generally, whether or not in the ordinary course of business, loans are considered routine indebtedness if made on terms, including those as to interest rate and security, no more favourable to the borrower than the terms on which loans are made by the issuer to employees generally, but the amount at any time during the last completed financial year remaining unpaid under the loans to any one director, executive officer, senior officer or proposed nominee together with his or her associates that are treated as routine indebtedness under this clause must not exceed $25,000.
(ii) Whether or not the issuer makes loans in the ordinary course of business, a loan to a director, executive officer or senior officer is considered routine indebtedness if,
B. the loan is fully secured against the residence of the borrower, and
B. involves no more than usual risks of collectibility.
3. Items 22 and 23 of Form 14 are revoked and the following substituted:
ITEM 22 Executive Compensation
ITEM 23 Indebtedness of Directors, Executive Officers and Senior Officers
(ii) whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year of the issuer has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the issuer or any of its subsidiaries.
(ii) If the borrower is a director, executive officer or senior officer, the principal position of the borrower. If the borrower was, during the year, but no longer is a director or officer, include a statement to that effect. If the borrower is a proposed nominee for election as a director, include a statement to that effect. If the borrower is included as an associate describe briefly the relationship of the borrower to an individual who is or, during the year, was a director, executive officer or senior officer or who is a proposed nominee for election as a director, name that individual and provide the information required by this subparagraph for that individual (column (a)).
(iii) Whether the issuer or a subsidiary of the issuer is the lender or the provider of a guarantee, support agreement, letter of credit or similar arrangement or understanding (column (b)).
(iv) The largest aggregate amount of the indebtedness outstanding at any time during the last completed financial year (column (c)).
(v) The aggregate amount of indebtedness outstanding as at a date within thirty days of certification of the prospectus (column (d)).
(vi) Separately for each class or series of securities, the sum of the number of securities purchased during the last completed financial year with the financial assistance (column (e)).
(vii) The security for the indebtedness, if any, provided to the issuer, any of its subsidiaries or the other entity (column (f)).
TABLE OF INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS UNDER SECURITIES PURCHASE PROGRAMS
Amount Assisted
Outstanding Amount Securities Purchases
Name and Involvement During [Last Outstanding During [Last Security
Principal of Issuer or Completed as at [current Completed for
Position Subsidiary Financial Year] date] Financial Year] Indebtedness
(a) (b) (c) (d) (e) (f)
(ii) to another entity if the indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the issuer or any of its subsidiaries,
of all officers, directors, employees and former officers, directors and employees of the issuer or any of its subsidiaries outstanding as at a date within thirty days of certification of the prospectus.
TABLE OF INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS [insert if the issuer has a securities purchase program "OTHER THAN UNDER SECURITIES PURCHASE PROGRAMS"]
Amount
Outstanding Amount
Principal Position Subsidiary Financial Year] date]
(ii) to another entity if the indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the issuer or any of its subsidiaries,
of all officers, directors, employees and former officers, directors and employees of the issuer or any of its subsidiaries outstanding as at a date within thirty days of certification of the prospectus.
(ii) any material adjustment or amendment made during the most recently completed financial year to the terms of the indebtedness and, if applicable, the guarantee, support agreement, letter of credit or similar arrangement or understanding, and
(iii) the class or series of the securities purchased with financial assistance or held as security for the indebtedness and, if the class or series of securities is not publicly traded, all material terms of the securities, including but not limited to provisions for exchange, conversion, exercise, redemption, retraction and dividends.
(i) If an issuer makes loans to employees generally, whether or not in the ordinary course of business, loans are considered routine indebtedness if made on terms, including those as to interest rate and security, no more favourable to the borrower than the terms on which loans are made by the issuer to employees generally, but the amount at any time during the last completed financial year remaining unpaid under the loans to any one director, executive officer, senior officer or proposed nominee together with his or her associates that are treated as routine indebtedness under this clause must not exceed $25,000.
(ii) Whether or not the issuer makes loans in the ordinary course of business, a loan to a director, executive officer or senior officer is considered routine indebtedness if,
B. the loan is fully secured against the residence of the borrower, and
C. the amount of the loan does not exceed the annual salary of the borrower.
B. involves no more than usual risks of collectibility.
4. Items 19 and 20 of Form 15 are revoked and the following substituted:
ITEM 19 Executive Compensation
ITEM 20 Indebtedness of Directors, Executive Officers and Senior Officers
(ii) whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year of the issuer has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the issuer or any of its subsidiaries.
(ii) If the borrower is a director, executive officer or senior officer, the principal position of the borrower. If the borrower was, during the year, but no longer is a director or officer, include a statement to that effect. If the borrower is a proposed nominee for election as a director, include a statement to that effect. If the borrower is included as an associate describe briefly the relationship of the borrower to an individual who is or, during the year, was a director, executive officer or senior officer or who is a proposed nominee for election as a director, name that individual and provide the information required by this subparagraph for that individual (column (a)).
(iii) Whether the issuer or a subsidiary of the issuer is the lender or the provider of a guarantee, support agreement, letter of credit or similar arrangement or understanding (column (b)).
(iv) The largest aggregate amount of the indebtedness outstanding at any time during the last completed financial year (column (c)).
(v) The aggregate amount of indebtedness outstanding as at a date within thirty days of certification of the prospectus (column (d)).
TABLE OF INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS
Amount
Outstanding Amount
Principal Position Subsidiary Financial Year] date]
(ii) to another entity if the indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the issuer or any of its subsidiaries,
of all officers, directors, employees and former officers, directors and employees of the issuer or any of its subsidiaries outstanding as at a date within thirty days of certification of the prospectus.
(ii) any material adjustment or amendment made during the most recently completed financial year to the terms of the indebtedness and, if applicable, the guarantee, support agreement, letter of credit or similar arrangement or understanding.
(i) If an issuer makes loans to employees generally, whether or not in the ordinary course of business, loans are considered routine indebtedness if made on terms, including those as to interest rate and security, no more favourable to the borrower than the terms on which loans are made by the issuer to employees generally, but the amount at any time during the last completed financial year remaining unpaid under the loans to any one director, executive officer, senior officer or proposed nominee together with his or her associates that are treated as routine indebtedness under this clause must not exceed $25,000.
(ii) Whether or not the issuer makes loans in the ordinary course of business, a loan to a director, executive officer or senior officer is considered routine indebtedness if,
B. the loan is fully secured against the residence of the borrower, and
C. the amount of the loan does not exceed the annual salary of the borrower.
B. involves no more than usual risks of collectibility.
5. Item 7 of Form 28 is revoked and the following substituted:
ITEM 7 Indebtedness of Directors, Executive Officers and Senior Officers
(ii) whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the issuer or any of its subsidiaries.
(ii) If the borrower is a director, executive officer or senior officer, the principal position of the borrower. If the borrower was, during the year, but no longer is a director or officer, include a statement to that effect. If the borrower is a proposed nominee for election as a director, include a statement to that effect. If the borrower is included as an associate describe briefly the relationship of the borrower to an individual who is or, during the year, was a director, executive officer or senior officer or who is a proposed nominee for election as a director, name that individual and provide the information required by this subparagraph for that individual (column (a)).
(iii) Whether the issuer or a subsidiary of the issuer is the lender or the provider of a guarantee, support agreement, letter of credit or similar arrangement or understanding (column (b)).
(iv) The largest aggregate amount of the indebtedness outstanding at any time during the last completed financial year (column (c)).
(v) The aggregate amount of indebtedness outstanding as at a date within thirty days of certification of the annual filing (column (d)).
(vi) Separately for each class or series of securities, the sum of the number of securities purchased during the last completed financial year with the financial assistance (column (e)).
(vii) The security for the indebtedness, if any, provided to the issuer, any of its subsidiaries or the other entity (column (f)).
TABLE OF INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS UNDER SECURITIES PURCHASE PROGRAMS
Largest Financially
Amount Assisted
Outstanding Amount Securities Purchases
Name and Involvement During [Last Outstanding During [Last Security
Principal of Issuer or Completed as at [current Completed for
Position Subsidiary Financial Year] date] Financial Year] Indebtedness
(a) (b) (c) (d) (e) (f)
(ii) to another entity if the indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the issuer or any of its subsidiaries,
of all officers, directors, employees and former officers, directors and employees of the issuer or any of its subsidiaries outstanding as at a date within thirty days of certification of the annual filing.
TABLE OF INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS
[insert if the issuer has a securities purchase program "OTHER THAN UNDER SECURITIES PURCHASE PROGRAMS"]
Amount
Outstanding Amount
Principal Position Subsidiary Financial Year] date]
($) ($)
(a) (b) (c) (d)
(e) State in the introduction immediately preceding the table required by paragraph (d) of this Item, for indebtedness not entered into in connection with a purchase of securities of the issuer or any of its subsidiaries, separately, the aggregate indebtedness,
(ii) to another entity if the indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the issuer or any of its subsidiaries,
of all officers, directors, employees and former officers, directors and employees of the issuer or any of its subsidiaries outstanding as at a date within thirty days of certification of the annual filing.
(ii) any material adjustment or amendment made during the most recently completed financial year to the terms of the indebtedness and, if applicable, the guarantee, support agreement, letter of credit or similar arrangement or understanding, and
(iii) the class or series of the securities purchased with financial assistance or held as security for the indebtedness and, if the class or series of securities is not publicly traded, all material terms of the securities, including but not limited to provisions for exchange, conversion, exercise, redemption, retraction and dividends.
(i) If an issuer makes loans to employees generally, whether or not in the ordinary course of business, loans are considered routine indebtedness if made on terms, including those as to interest rate and security, no more favourable to the borrower than the terms on which loans are made by the issuer to employees generally, but the amount at any time during the last completed financial year remaining unpaid under the loans to any one director, executive officer, senior officer or proposed nominee together with his or her associates that are treated as routine indebtedness under this clause must not exceed $25,000.
(ii) Whether or not the issuer makes loans in the ordinary course of business, a loan to a director, executive officer or senior officer is considered routine indebtedness if,
B. the loan is fully secured against the residence of the borrower, and
C. the amount of the loan does not exceed the annual salary of the borrower.
B. involves no more than usual risks of collectibility.
6. Item 7 of Form 30 is revoked and the following substituted:
ITEM 7 Indebtedness of Directors, Executive Officers and Senior Officers
(ii) whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the issuer or any of its subsidiaries.
(ii) If the borrower is a director, executive officer or senior officer, the principal position of the borrower. If the borrower was, during the year, but no longer is a director or officer, include a statement to that effect. If the borrower is a proposed nominee for election as a director, include a statement to that effect. If the borrower is included as an associate describe briefly the relationship of the borrower to an individual who is or, during the year, was a director, executive officer or senior officer or who is a proposed nominee for election as a director, name that individual and provide the information required by this subparagraph for that individual (column (a)).
(iii) Whether the issuer or a subsidiary of the issuer is the lender or the provider of a guarantee, support agreement, letter of credit or similar arrangement or understanding (column (b)).
(iv) The largest aggregate amount of the indebtedness outstanding at any time during the last completed financial year (column (c)).
(v) The aggregate amount of indebtedness outstanding as at a date within thirty days of certification of the information circular (column (d)).
(vi) Separately for each class or series of securities, the sum of the number of securities purchased during the last completed financial year with the financial assistance (column (e)).
(vii) The security for the indebtedness, if any, provided to the issuer, any of its subsidiaries or the other entity (column (f)).
TABLE OF INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS UNDER SECURITIES PURCHASE PROGRAMS
Amount Assisted
Outstanding Amount Securities Purchases
Name and Involvement During [Last Outstanding During [Last Security
Principal of Issuer or Completed as at [current Completed for
Position Subsidiary FinancialYear] date] Financial Year] Indebtedness
(a) (b) (c) (d) (e) (f)
(i) to the issuer or any of its subsidiaries, and
of all officers, directors, employees and former officers, directors and employees of the issuer or any of its subsidiaries outstanding as at a date within thirty days of certification of the information circular.
TABLE OF INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS [insert if the issuer has a securities purchase program "OTHER THAN UNDER SECURITIES PURCHASE PROGRAMS"]
Amount
Outstanding Amount
Principal Position Subsidiary Financial Year] date]
(ii) to another entity if the indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the issuer or any of its subsidiaries,
of all officers, directors, employees and former officers, directors and employees of the issuer or any of its subsidiaries outstanding as at a date within thirty days of certification of the information circular.
(ii) any material adjustment or amendment made during the most recently completed financial year to the terms of the indebtedness and, if applicable, the guarantee, support agreement, letter of credit or similar arrangement or understanding, and
(iii) the class or series of the securities purchased with financial assistance or held as security for the indebtedness and, if the class or series of securities is not publicly traded, all material terms of the securities, including but not limited to provisions for exchange, conversion, exercise, redemption, retraction and dividends.
(i) If an issuer makes loans to employees generally, whether or not in the ordinary course of business, loans are considered routine indebtedness if made on terms, including those as to interest rate and security, no more favourable to the borrower than the terms on which loans are made by the issuer to employees generally, but the amount at any time during the last completed financial year remaining unpaid under the loans to any one director, executive officer, senior officer or proposed nominee together with his or her associates that are treated as routine indebtedness under this clause must not exceed $25,000.
(ii) Whether or not the issuer makes loans in the ordinary course of business, a loan to a director, executive officer or senior officer is considered routine indebtedness if,
B. the loan is fully secured against the residence of the borrower, and
C. the amount of the loan does not exceed the annual salary of the borrower.
B. involves no more than usual risks of collectibility.
7. Form 41 of the Regulation is revoked and the following substituted:
FORM 41
Securities Act
STATEMENT OF EXECUTIVE COMPENSATION
ITEM I Interpretation
I.1 Definitions. For purposes of this Form,
"equity security" means securities of an issuer that carry a residual right to participate in earnings of the issuer and, upon liquidation or winding up of the issuer, its assets;
"executive officer" of an issuer for a financial year, means an individual who at any time during the year was,
(b) a vice-chair of the issuer, if that individual performed the functions of the office on a full-time basis,
(c) the president of the issuer,
(d) a vice-president of the issuer in charge of a principal business unit, division or function such as sales, finance or production, or
(e) an officer of the issuer or any of its subsidiaries or any other person who performed a policy-making function in respect of the issuer, whether or not the individual was also a director of the issuer or any of its subsidiaries;
"Named Executive Officers" means the individuals referred to in Subitem I.3;
"normal retirement age", with respect to a pension or similar plan, means normal retirement age as defined in the plan or, if not defined in the plan, the earliest time at which a participant in the plan may retire without any benefit reduction due to age;
"options" includes all options, share purchase warrants and rights granted by the issuer or any of its subsidiaries as compensation for services rendered or otherwise in connection with office or employment (an extension of an option or replacement grant is a grant of a new option) and includes other securities if,
(b) the securities carry the right to purchase or otherwise acquire (e.g.,through an exchange or conversion) securities of the issuer or of any of its subsidiaries, and
(c) the securities and the terms of the purchase or acquisition of the securities in effect are similar to options;
"public float" means the aggregate of the market value of each class of equity securities of the issuer, excluding securities that are beneficially owned, directly or indirectly, or over which control or direction is exercised by persons or companies that alone, or together with their respective associates and affiliates, beneficially own or exercise control or direction over more than 10 percent of the issued and outstanding equity securities of the issuer, but securities that would be excluded because a portfolio manager of a pension fund, mutual fund or non-redeemable investment fund exercises control or direction over them need only be excluded if the portfolio manager is an affiliate of the issuer;
"replacement grant" of an option or SAR means the grant of an option or SAR reasonably related to any prior or potential cancellation of an option or SAR, whether by,
(b) the grant of new options or SARs designed to operate in tandem with previously granted options or SARs that upon exercise will operate to cancel the previously granted options or SARs,
(c) downward repricing of previously granted options or SARs, or
(d) any other means;
"small business issuer" means an issuer that:
(b) is not a non-redeemable investment fund or mutual fund,
(c) has a public float of less than $25,000,000, and
(d) if it is a subsidiary of another issuer, that other issuer is also a small business issuer;
I.2 Plain, Concise and Understandable Disclosure. Information required by this Form should be provided in a plain, concise and understandable manner under the appropriate Item in the "Executive Compensation" section of the disclosure document. If any Item of this Form requires disclosure of information in tabular form, the information must be presented in the specific format set out. Any table or column of a table may be omitted if there has been no compensation that otherwise would be required to be disclosed in that table or column in any financial year covered by the table.
I.3 Individuals Covered. Disclosure must be provided under this Form for,
(b) each of the issuer's four most highly compensated executive officers, other than the CEO, who were serving as executive officers at the end of the most recently completed financial year, provided that disclosure is not required under this Form for an executive officer whose total salary and bonus, as determined in accordance with Item II, does not exceed $100,000; and
(c) any additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as an executive officer of the issuer at the end of the most recently completed financial year end.
I.4 Determination of Most Highly Compensated Executive Officers. The determination of which executive officers are the issuer's most highly compensated executive officers must be made on the basis of the total annual salary and bonus of each executive officer of the issuer during the most recently completed financial year calculated in accordance with Item II.
I.5 Change in Status of a Named Executive Officer During the Financial Year. If the CEO served in that capacity during any part of a financial year for which disclosure is required under this Form, information must be provided as to all of his or her compensation for the full financial year. If a Named Executive Officer, other than the CEO, served as an executive officer of the issuer (whether or not in the same position) during any part of a financial year for which disclosure is required under this Form, information must be provided as to all of his or her compensation for the full financial year.
I.6 Exclusion of Executive Officer Due to Unusual Compensation or Compensation for Foreign Assignment. It may be appropriate, in limited circumstances, for the issuer to exclude from the disclosure required by this Form an individual, other than a CEO, who is one of the issuer's most highly compensated executive officers. Among the factors that should be considered in determining to exclude an individual are,
(b) whether the individual is one of the four most highly compensated executive officers only because of the payment of additional amounts of cash compensation intended to compensate him or her for increased living expenses that may be attributed predominately to an assignment outside of Canada.
I.7 All Compensation Covered. Unless otherwise specified, this Form requires disclosure of all plan and non-plan compensation awarded to, earned by, or paid to, each Named Executive Officer and each director covered by Item XI for services rendered by that individual in all capacities to the issuer or a subsidiary of the issuer or otherwise in connection with office or employment of that individual with the issuer or a subsidiary of the issuer. Except as expressly provided, no amount, benefit or right reported as compensation for a financial year need be reported as compensation for any subsequent financial year.
I.8 Sources of Compensation. Compensation to officers and directors from the issuer must include compensation from the issuer and its subsidiaries. In addition, if any understanding or agreement exists among any of the issuer, its subsidiaries or an officer or director of the issuer or its subsidiary and another entity, for the primary purpose of the other entity furnishing compensation to the officer or director for services rendered to, or otherwise in connection with office or employment with, the issuer or any of its subsidiaries, any compensation furnished under that understanding or agreement must be included in the appropriate category of compensation of the officer or director.
I.9 Compensation Furnished to Associates. If any understanding or agreement exists among any of the issuer, its subsidiaries or another entity and an officer or director of the issuer or its subsidiary for the primary purpose of the issuer, its subsidiary or the other entity furnishing compensation to the officer or director for services rendered to, or otherwise in connection with office or employment with, the issuer or any of its subsidiaries through compensation to an associate of the director or officer, any compensation to such associate under that understanding or agreement must be included in the appropriate category of compensation of the officer or director.
ITEM II Summary Compensation Table
II.1 State the information specified in Subitem II.2 concerning the compensation of each of the Named Executive Officers for each of the issuer's three most recently completed financial years, in the tabular form under the caption set out below.
SUMMARY COMPENSATION TABLE
Awards Payouts
Restricted
Securities Shares
Other Under or
Principal Compen- SARs Share LTIP Compen-
Position Year Salary Bonus sation Granted Units Payouts sation
($) ($) ($) (#) ($) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
CEO
A
B
C
D
II.2 The Table required by Subitem II.1 must include:
(b) The financial year covered (column (b)).
(c) Annual compensation (columns (c), (d), and (e)), including,
(ii) the dollar value of any cash or non-cash bonus earned by the Named Executive Officer during the financial year covered (column (d)), and
(iii) the dollar value of all other annual compensation of the Named Executive Officer during the financial year covered that is not properly categorized as salary or bonus (column (e)).
(ii) the dollar value (net of consideration paid by the Named Executive Officer) of any restricted shares or restricted share units granted during the year covered (calculated by multiplying the closing market price of the issuer's unrestricted shares on the date of grant by the number of shares or share units awarded (column (g)), and
(iii) the dollar value of all payouts under LTIPs (column (h)).
II.3 For purposes of subparagraphs (c)(i) and (ii) of Subitem II.2 regarding salary and bonus:
(b) For securities or any other form of non-cash compensation, disclose the fair market value of the compensation at the time the compensation is awarded, earned or paid.
(c) Any amount of salary or bonus earned in a covered year that was foregone, at the election of a Named Executive Officer, under a program of the issuer under which stock, stock-based or other forms of non-cash compensation may be received in lieu of a portion of annual compensation, need not be included in the salary or bonus columns. Instead, the issuer may disclose the receipt by the Named Executive Officer during that financial year of the non-cash compensation in lieu of salary or bonus in the appropriate column of the table corresponding to that year (i.e., options or SARs (column (f)), restricted shares or restricted share units (column (g)), and all other compensation (column (i))). If the election was made under a long-term incentive plan and therefore is not reportable at the time of grant in the table required by this Item, a footnote must be added to the salary or bonus column disclosing this fact and referring to the table required by Item III for disclosure of the reward.
II.4 For purposes of subparagraph (c)(iii) of Item II.2 regarding all other annual compensation:
(b) If securities, options, SARs, loans, deferred compensation or other obligations issued to a Named Executive Officer carry a right to receive interest, dividends or other amounts that at the time of issue or reset is above-market or preferential (i.e., at a rate greater than the rate ordinarily paid by the issuer or its subsidiary on securities or other obligations having the same or similar features issued to third parties), the above-market portion of all such interest, dividends or other amounts paid during the financial year or payable during that period but deferred at the election of the Named Executive Officer must be disclosed in column (e).
(c) Earnings on long-term incentive plan compensation or dividend equivalents paid during the financial year or payable during that period but deferred at the election of the Named Executive Officer must be disclosed in column (e).
(d) Amounts reimbursed during the financial year for the payment of taxes must be disclosed in column (e).
(e) The dollar value of the difference between the price paid by a Named Executive officer for a security of the issuer or its subsidiaries that was purchased from the issuer or its subsidiaries (through deferral of salary or bonus or otherwise) and the fair market value of the security at the date of purchase must be disclosed in column (e), unless the discount was available generally, either to all security holders or to all salaried employees of the issuer.
(f) The dollar value of imputed interest benefits from loans provided to, or debts incurred on behalf of, the Named Executive Officer by the issuer and its subsidiaries as computed in accordance with the Income Tax Act (Canada) must be disclosed in column (e).
(g) The dollar value of amounts of loan or interest obligations of the Named Executive Officer to the issuer, its subsidiary or third parties that were serviced, settled or extinguished by the issuer or its subsidiaries without the substitution of an obligation to repay the amount to the issuer or subsidiary in its place must be disclosed in column (e).
II.5 For purposes of paragraph (d) of Subitem II.2 regarding long-term compensation:
(b) Awards of restricted shares or restricted share units that are subject to performance-based conditions to vesting, in addition to lapse of time or continued service with the issuer or a subsidiary, may be disclosed as LTIP awards under column (i) instead of under column (g). If this approach is selected, once the restricted share or restricted share unit vests, it must be reported as an LTIP payout in column (h).
(c) In a footnote to the restricted shares and restricted share units column (column (g)) disclose,
(ii) for any restricted share or restricted share unit that will vest, in whole or in part, in less than three years from the date of grant, the total number of securities awarded and the vesting schedule, and
(iii) whether dividends or dividend equivalents will be paid on the restricted shares and restricted share units disclosed in the column.
II.6 For purposes of paragraph (e) of Subitem II.2, all other compensation for the covered financial year that is not properly reported in any other column of the table required by this Item includes, but is not limited to:
(ii) a change in control of the issuer or a subsidiary of the issuer or a change in the officer's responsibilities following such a change in control.
(c) The dollar value of amounts earned on long-term incentive plan compensation during the financial year, or calculated with respect to that period, and dividend equivalents earned during that period except that amounts that are paid during that period, or payable during that period at the election of the Named Executive Officer must be reported as other annual compensation in column (e).
(d) Annual contributions or other allocations by the issuer or its subsidiary to vested and unvested defined contribution plans.
(e) The dollar value of any insurance premium paid by, or on behalf of, the issuer or its subsidiary during the financial year with respect to term life insurance for the benefit of a Named Executive Officer, and, if there is an arrangement or understanding, whether formal or informal, that the officer has or will receive or be allocated an interest in any cash surrender value under the insurance policy, either:
(i) the full dollar value of the remainder of the premiums paid by, or on behalf of, the issuer or its subsidiary, or
The same method of reporting under this paragraph must be used for each of the Named Executive Officers. If the issuer changes methods of reporting from one year to the next, that fact and the reason for the change must be disclosed in a footnote to the all other compensation column (column (i)).
II.7 For purposes of paragraph (e) of Subitem II.2 regarding all other compensation not otherwise properly reported in any other column:
(b) Information on defined benefit and actuarial plans need not be reported in column (i).
II.8 If during any of the financial years covered by the table required by this Item, a Named Executive Officer was not employed by the issuer or its subsidiary for the entire financial year, disclose this fact and the number of months the officer was so employed during the year in a footnote to the table.
II.9 If during any of the financial years covered by the table required by this Item, a Named Executive Officer was compensated by a non-subsidiary affiliate of the issuer, disclose in a note to the table,
(b) whether the compensation is included in the compensation reported in the table.
II.10 Information with respect to a financial year-end prior to the most recently completed financial year-end need not be provided if the issuer was not a reporting issuer at any time during such prior financial year.
II.11 In order to facilitate transition, the amounts reported under columns (e) and (i) of the table required by this Item need not include information for financial years ended before October 31, 1993. For small business issuers, the table required by this Item need not include amounts for financial years ended before December 31, 1993.
ITEM III Long-term Incentive Plan Awards Table
III.1 State the information specified in Subitem III.2 concerning LTIP awards made to Named Executive Officers during the most recently completed financial year in the tabular form under the caption set out below.
LONG-TERM INCENTIVE PLANS - AWARDS IN MOST RECENTLY COMPLETED FINANCIAL YEAR
Price-Based Plans
or
Units or Other Until
Rights Maturation Threshold Target Maximum
(a) (b) (c) (d) (e) (f)
A
B
C
D
III.2 The table required by Subitem III.1 must include for each LTIP award:
(b) The number of securities, units or other rights awarded under any LTIP and, if applicable, the number of securities underlying any such unit or right (column (b)).
(c) The performance or other time period until payout or maturation of the award (column (c)).
(d) For plans not based on stock price, the dollar value of the estimated payout, the number of shares to be awarded as the payout or the range of estimated payouts under the award (threshold, target and maximum amount), whether such award is denominated in stock or cash (columns (d) through (f)).
III.3 Describe in a footnote to, or a narrative that accompanies, the table required by this Item the material terms of any award, including a general description of the formula or criteria to be applied in determining the amounts payable. Issuers are not, however, required to disclose any factor, criterion or performance-related or other condition to payout or maturation of a particular award that involves confidential or business information, disclosure of which would adversely affect the issuer's competitive position.
III.4 Separate disclosure must be provided in the table required by this Item and under Subitem III.3 for each award made to a Named Executive Officer, if awards were made under more than one plan or awards under the same plan have different material terms. Identify the particular plan under which each award was made.
III.5 For purposes of this Item:
"Maximum" means the maximum payout possible under the plan.
(c) In column (e), the issuer must provide a representative amount based on the previous financial year's performance if the target award is not determinable.
ITEM IV Options and SARs
IV.1 State the information specified in Subitem IV.2 concerning individual grants of options to purchase or acquire securities of the issuer or any of its subsidiaries (whether or not in tandem with SARs) and freestanding SARs made during the most recently completed financial year to each of the Named Executive Officers, in the tabular form under the caption set out below.
OPTION/SAR GRANTS DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR
Under SARs Options/
Options/ Granted to Exercise SARs on the
SARs Employees or Date of
Granted in Finacial Base Price Grant Expiration
(a) (b) (c) (d) (e) (f)
A
B
C
D
IV.2 The table required by Subitem IV.1 must include for each grant of options or SARs:
(b) The number of securities underlying the options or freestanding SARs granted (column (b)).
(c) The percentage that the grant represents of total options and freestanding SARs granted to employees of the issuer and its subsidiaries during the financial year (column (c)).
(d) The per-security exercise or base price of the options or freestanding SARs granted (column(d)).
(e) The per-security market value of the underlying securities on the date of grant (column (e)).
(f) The expiration date of the options or freestanding SARs granted (column (f)).
IV.3 For the table required by Subitems IV.1:
(b) If more than one grant of options or freestanding SARs was made to a Named Executive Officer during the most recently completed financial year, a separate row must be used to provide the particulars of each grant. However, more than one grant during a single financial year to a Named Executive Officer may be aggregated if each grant being aggregated was made at the same exercise or base price and has the same expiration date and the same performance vesting thresholds, if any.
(c) A single grant of options or freestanding SARs must be reported as separate grants for each tranche with a different exercise or base price, expiration date or performance vesting threshold.
(d) Each material term of the grant, including but not limited to the date of exercisability, the number of SARs, dividend equivalents, performance units or other instruments granted in tandem with options, a performance-based condition to exercisability, a re-load feature or a tax-reimbursement feature must be disclosed in a footnote to the table.
(e) Options or freestanding SARs granted in an option repricing transaction must be disclosed.
(f) If the exercise or base price is adjustable over the term of an option or freestanding SAR in accordance with a prescribed standard or formula, include in a footnote to, or a narrative accompanying, the table a description of the standard or formula.
(g) If any provision of an option or SAR (other than an anti-dilution provision) could cause the exercise or base price to be lowered, a description of the provision and its potential consequences must be included in a footnote to, or a narrative accompanying, the table.
(h) In determining the grant date market value of the securities underlying options or freestanding SARs, use either the closing market price or any other formula prescribed under the option or SAR plan. For options or SARs granted prior to the establishment of a trading market in the underlying securities, the initial offering price may be used.
IV.4 State the information specified in Subitem IV.5 concerning each exercise of options (or tandem SARS) and freestanding SARs during the most recently completed financial year by each of the Named Executive Officers and the financial year-end value of unexercised options and SARs, on an aggregated basis, in the tabular form and under the caption set out below.
AGGREGATED OPTION/SAR EXERCISES DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR AND FINANCIAL YEAR-END OPTION/SAR VALUES
Unexercised in
Options/SARs at Options/SARs at
FY-End FY-End
Acquired Aggregate Value
on Exercise Realized Exercisable/ Exercisable/
A
B
C
D
IV.5 The table required by Subitem IV.4 must include:
(b) The aggregate number of securities received on exercise or, if no securities were received, the aggregate number of securities for which options or SARs were exercised (column (b)).
(c) The aggregate dollar value realized upon exercise (column (c)).
(d) The total number of securities underlying unexercised options and SARs held at the end of the most recently completed financial year, separately identifying the exercisable and unexercisable options and SARs (column(d)).
(e) The aggregate dollar value of in-the-money, unexercised options and SARs held at the end of the financial year, separately identifying the exercisable and unexercisable options and SARs (column (e)).
IV.6 For the table required by Subitem IV.4:
(b) The dollar values in columns (c) and (e) are calculated by determining the difference between the market value of the securities underlying the options or SARs at exercise or financial year end, respectively, and the exercise or base price of the options or SARs.
(c) In calculating the dollar value realized on exercise (column (c)), the value of any related payment or other consideration provided (or to be provided) by the issuer or its subsidiary to, or on behalf of, a Named Executive Officer, whether in payment of the exercise or base price or related taxes, must not be included. Instead, these payments are to be disclosed in accordance with Subitem II.4.
ITEM V Option and SAR Repricings
V.1 If at any time after October 31, 1993 and during the most recently completed financial year, the issuer has repriced downward any options or freestanding SARs held by any Named Executive Officer, state the information specified in Subitem V.2 concerning all downward repricings of options or SARs held by executive officers of the issuer during the shorter of,
(b) the period during which the issuer has been a reporting issuer, in the tabular form under the caption set out below.
TABLE OF OPTION AND SAR REPRICINGS
Options/SARs Time of Time of New Date of
V.2 The table required by Subitem V.1 must include, for each downward repricing:
(b) The date of repricing (column (b)).
(c) The number of securities underlying replacement or amended options or SARs (column (c)).
(d) The per-security market price of the underlying security at the time of repricing (column (d)).
(e) The original per-security exercise price or base price of the cancelled or amended option or SAR (column (e)).
(f) The per-security exercise price or base price of the replacement option or SAR (column (f)),
(g) The amount of time remaining before the replaced or amended option or SAR would have expired (column (g)).
V.3 For the Table required by Subitem V.1:
(b) If the replacement grant is not made at the current market value, describe this fact and the terms of the grant in a footnote or accompanying textual narrative.
(c) The information must be presented in groups according to issuer and class or series of security underlying options or SARs and within these groups in reverse chronological order.
V.4 In a narrative immediately before or after the table required by this Item, explain in reasonable detail the basis for all downward repricings during the most recently completed financial year of options and SARs held by any of the Named Executive Officers.
ITEM VI Defined Benefit or Actuarial Plan Disclosure.
VI.1 For defined benefit or actuarial plans under which benefits are determined primarily by final compensation (or average final compensation) and years of service, state the estimated annual benefits payable upon retirement (including amounts attributable to any defined benefit supplementary or excess pension awards plan) in specified compensation and years of service classifications separately for each plan in the tabular form under the caption set out below.
PENSION PLAN TABLE
($) 15 20 25 30 35
125,000
150,000
175,000
200,000
225,000
250,000
300,000
400,000
[insert additional rows as appropriate for additional increments]
VI.2 Immediately following the table disclose:
(b) The estimated credited years of service for each of the Named Executive Officers.
(c) A statement as to the basis upon which benefits are computed (for example, straight-life annuity amounts), and whether or not the benefits listed in the table are subject to any deduction for social security or other offset amounts.
VI.3 For purposes of Item VI.1, compensation set forth in the table must allow for reasonable increases in existing compensation levels or, alternately, the issuer may present, as the highest compensation level in the table, an amount equal to 120% of the amount of covered compensation of the most highly compensated of the Named Executive Officers.
VI.4 For defined benefit or actuarial plans under which benefits are not determined primarily by final compensation (or average final compensation) and years of service, state in narrative form:
(b) The estimated annual benefits payable upon retirement at normal retirement age for each of the Named Executive Officers.
ITEM VII Termination of Employment, Change in Responsibilities and Employment Contracts
(a) Any employment contract between the issuer or its subsidiary and a Named Executive Officer.
(b) Any compensatory plan or arrangement, including payments to be received from the issuer or its subsidiary, with respect to a Named Executive Officer, if such plan or arrangement results or will result from the resignation, retirement or any other termination of employment of the officer's employment with the issuer and its subsidiaries or from a change of control of the issuer or any subsidiary of the issuer or a change in the Named Executive Officer's responsibilities following a change-in-control and the amount involved, including all periodic payments or instalments, exceeds $100,000.
ITEM VIII Compensation Committee
VIII.1 If any compensation is reported in response to Items II, III, IV, V or VI for the most recently completed financial year, under the caption "Composition of the Compensation Committee", identify each individual who served as a member of the issuer's compensation committee (or other board committee performing equivalent functions or in the absence of any such committee, the entire board of directors) during the most recently completed year, indicating each committee member who,
(b) was formerly an officer of the issuer or any of its subsidiaries,
(d) was an executive officer of the issuer and also served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another issuer, one of whose executive officers served on the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of the issuer,
(e) was an executive officer of the issuer and also served as a director of another issuer, one of whose executive officers served on the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of the issuer, and
(f) was an executive officer of the issuer and also served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another issuer, one of whose executive officers served as a director of the issuer.
VIII.2 Disclosure of relationships under Subitem VIII.1 need only be included for relationships that existed on or after January
1, 1994.
ITEM IX Report on Executive Compensation
IX.1 If any compensation is reported in response to Items II, III, IV, V or VI for the most recently completed financial year, describe under the caption "Report on Executive Compensation" the policies of the compensation committee or other board committee performing equivalent functions, or in the absence of any such committee then of the entire board of directors of the issuer, during the most recently completed financial year, for determining compensation of executive officers (including the Named Executive Officers).
IX.2 In the report required by this Item, include a discussion of:
(b) The specific relationship of corporate performance to executive compensation, and, in particular, if an award was made to a Named Executive Officer under a performance-based plan despite failure to meet the relevant performance criteria, disclose the waiver or adjustment of the relevant performance criteria and the bases for the decision.
IX.3 In the report required by this Item, state the following information about each CEO's compensation:
(b) The competitive rates, if compensation of the CEO was based on assessments of competitive rates, with whom the comparison was made, the nature of, and the basis for, selecting the group with which the comparison was made and at what level in the group the compensation was placed. Disclose if different competitive standards were used for different components of the CEO's compensation.
(c) The relationship of the issuer's performance to the CEO's compensation for the most recently completed financial year, describing each measure of issuer's performance, whether quantitative or qualitative, on which the CEO's compensation was based and the weight assigned to each measure.
IX.4 The report required under this Item must be made over the name of each member of the issuer's compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors). If the board of directors modified or rejected in any material way any action or recommendation by the committee with respect to decisions in the most recently completed financial year, the report should indicate this fact, explain the reasons for the board's action and be made over the name of all members of the board.
IX.5 For purposes of this Item:
(b) If compensation of executive officers is determined by different board committees, a joint report may be presented indicating the separate committee's responsibilities and members of each committee or alternatively separate reports may be prepared for each committee.
(c) In the event of a dissenting committee member, a report need not be made over the name of the dissenting member; however, the report must identify the dissenting director and the reasons provided to the committee for the dissent.
IX.6 Discussion of compensation decisions made before January 1, 1994 need not be included under this Item.
IX.7 Boiler plate language should be avoided in describing factors and criteria underlying awards or payments of executive compensation.
ITEM X Performance Graph
X.1 If any compensation is reported in response to Items II, III, IV, V or VI for the most recently completed financial year, immediately after the information required by Item IX provide a line graph comparing,
(b) the cumulative total return of a broad equity market index assuming reinvestment of dividends, that includes issuers whose securities are traded on the same exchange or are of comparable market capitalization; provided, however, that if the issuer is within the TSE 300 Stock Index, the issuer must use that index.
X.2 The yearly percentage change in an issuer's cumulative total shareholder return on a class or series of securities must be measured by dividing,
(ii) the difference between the price for the securities of the class or series at the end and the beginning of the measurement period, by
X.3 The issuer also may elect to include in the graph required by this Item a line charting the cumulative total return, assuming reinvestment of dividends, of,
(b) peer issuer(s) selected in good faith. (If the issuer does not select its peer issuer(s) on an industry or line-of-business basis, the issuer must disclose the basis for its selection.) or
(c) issuer(s) with similar market capitalization(s), but only if the issuer does not use a published industry or line-of-business index and does not believe it can reasonably identify a peer group. (If the issuer uses this alternative, the graph must be accompanied by a statement of the reasons for this selection.)
X.4 For purposes of this Item:
(b) "published industry or line-of-business index" means any index that is prepared by a party other than the issuer or an affiliate and is accessible to the issuer's security-holders; provided, however, that an issuer may use an index prepared by it or an affiliate if such index is widely recognized and used.
X.5 Any election by an issuer to use an additional index under Subitem X.3 is considered to apply in respect of all subsequent financial years unless abandoned by the issuer in accordance with this Subitem. In order to abandon the index the issuer must have, in the information circular or annual filing for the financial year immediately preceding the most recently completed financial year,
(b) explained the reason(s) for this change, and
(c) compared the issuer's total return with that of the elected additional index.
X.6 In preparing the required graphic comparisons:
(b) Assume the reinvestment of dividends into additional securities of the same class or series at the frequency with which dividends are paid on the securities during the applicable financial year.
X.7 In constructing the graph:
(b) Each financial year should be plotted with points showing the cumulative total return as of that point. The value of the investment as of each point plotted on a given return line is the number of securities held at that point multiplied by the then-prevailing security price.
X.8 The issuer must present information for the issuer's last five financial years, and may choose to graph a longer period but the measurement point must remain the same. A period shorter than five years may be used if the class or series of securities forming the basis for the comparison has been publicly traded for a shorter time period.
X.9 Issuers may include comparisons using performance measures in addition to total return, such as return on average common shareholders' equity, so long as the issuer's compensation committee (or other board committee performing equivalent functions or in the absence of any such committee the entire board of directors) describes the link between that measure and the level of executive compensation in the report required by Item IX of this Form.
X.10 If the issuer uses peer issuer comparisons or comparisons with issuers with similar market capitalizations, the identity of those issuers must be disclosed and the returns of each component issuer of the group must be weighted according to the respective issuer's market capitalization at the beginning of each period for which a return is indicated.
ITEM XI Compensation of Directors
XI.1 Under a separate subheading describe,
(b) any other arrangements, stating the amounts paid and the name of the director, in addition to, or in lieu of, any standard arrangement, under which directors were compensated in their capacity as directors by the issuer and its subsidiaries during the most recently completed financial year;
(c) any arrangement, stating the amounts paid and the name of the director, under which directors of the issuer were compensated by the issuer and its subsidiaries during the most recently completed financial year for services as consultants or experts.
XI.2 If information required by Subitem XI.1 is provided in response to another item of this Form, a cross-reference to where the information is provided satisfies Subitem XI.1.
ITEM XII Unincorporated Issuers
XII.1 Unincorporated issuers must report,
(b) the identity of and amount of expenses reimbursed by the issuer to such individuals in respect of the fulfilment of their duties as directors or trustees during the most recently completed financial year.
XII.2 The information required by this Item may be disclosed in the issuer's annual financial statements in lieu of textual disclosure in an information circular or prospectus.
ITEM XIII Small Business Issuers
XIII.1 Small business issuers may omit the disclosure required by Items V, VI, VIII, IX and X. Small business issuers must, in
narrative that accompanies the Table required by Subitem IV.1, disclose which grants of options or SARs result from
repricing and explain in reasonable detail the basis for the repricing.
XIII.2 For purpose of determining whether an issuer is a small business issuer, the market value of each class of the issuer's
equity securities must be calculated by multiplying,
(a) the total number of equity securities of that class outstanding as at the end of the issuer's most recently completed financial year, other than the securities required to be excluded in accordance with the definition of "public float", by
ITEM XIV Issuers Reporting in the United States
XIV.1 Except as provided in Subitem XIV.2, issuers registered with the Securities Exchange Commission of the United States
under the Securities Exchange Act of 1934 (United States) may satisfy the requirements of this Form by providing the
information required by Item 402 of Regulation S-K under that Act instead of the information required by this Form.
XIV.2 Subitem XIV.1 is not available to an issuer that, as a foreign private issuer, satisfies Item 402 of Regulation S-K by
providing the information required by Items 11 and 12 of Form 20-F under that Act.