BCN 2007/14 - Request for Comment on Proposed repeal and substitution of Form 51-102F6 Statement of Executive Compensation (51-102F6) and Proposed amendments to National Instrument 51-102 Continuous Disclosure Obligations, Form 51-102F2 and Form 51-102F5 (the 51-102 amendments) and Proposed consequential amendments to Multilateral Instrument 52-110 Audit Committees and National Instrument 58-101 Disclosure of Corporate Governance Practises (the proposed consequential amendments) [BCN - Lapsed]
- 51-102 - Continuous Disclosure Obligations [NI Amendment Proposed - Lapsed]
- 51-102F2 - Annual Information Form [F Amendment Proposed - Lapsed]
- 51-102F5 - Information Circular [F Amendment Proposed - Lapsed]
- 51-102F6 - Statement of Executive Compensation [F Proposed - Lapsed]
- 52-110 - Audit Committees [MI Amendment Proposed - Lapsed]
- 58-101 - Disclosure of Corporate Governance Practices [NI Amendment Proposed - Lapsed]
In the attached notice, the Canadian Securities Administrators (CSA) are publishing for comment (as described in Part A of the CSA Notice) the proposed repeal and substitution of 51-102F6, and are publishing for comment the 51-102 amendments and the proposed consequential amendments (as described in Part B of the CSA Notice).
Executive Compensation Disclosure changes (the Part A amendments)
In Part A of the CSA Notice, we describe in detail the changes we are proposing to the existing executive compensation disclosure requirements found in Form 51-102F6, and the objectives of those changes. The CSA is asking a number of specific questions about the new executive compensation disclosure system. While we would appreciate your specific views on these questions, we also welcome any other comments you have about the current or proposed approach to executive compensation disclosure.
The Ontario Securities Commission (OSC) has also prepared a cost benefit analysis that it is publishing for comment with its version of the attached CSA notice. As the Commission and the other CSA jurisdictions did not participate in developing that analysis, we are not formally publishing it for comment. We are interested in your views on that analysis, and encourage BC issuers and advisers to review the analysis and to provide your comments, because it will help us decide how to move forward with the executive compensation proposals.
You can find the cost benefit analysis on the OSC's website at www.osc.gov.on.ca, in the Policy and Regulation section where they published the attached CSA Notice.
The 51-102 amendments and the proposed consequential amendments (the Part B amendments)
In addition to our executive compensation proposals, we are also publishing for comment other proposed changes to National Instrument 51-102 Continuous Disclosure Obligations, and some related instruments. We are publishing these amendments together with the executive compensation disclosure proposals to reduce the number of separate publications we are making at the same time.
The 51-102 amendments and the proposed consequential amendments would:
- amend the definition of venture issuer to remove large debt-only issuers from the definition, and
- reduce the requirement for directors, executive officers, and significant shareholders to disclose cease trade and similar orders issued against other companies with whom they were involved.
Part B of the CSA Notice explains these changes in more detail.
In addition, we are also seeking comment on the content of the report of voting results required by section 11.3 of NI 51-102. As Part B describes, we are seeking your views about whether disclosing the results of proxies (and in particular shares "withheld from voting") in situations where a vote at a company meeting that is not conducted by ballot would be useful.
Amendments to Multilateral Instrument 52-110 Audit Committees (MI 52-110)
On March 28, 2007, the Commission published for comment a proposal to adopt MI 52-110 and its related forms in British Columbia and to repeal BC Instrument 52-509 Audit Committees. If the Commission adopts MI 52-110, it would also anticipate adopting the proposed amendments to MI 52-110 being published for comment in the attached CSA Notice if the rest of the CSA adopts them. If you wish to comment on the proposal to adopt MI 52-110, please see BCN 2007/13.
Providing your comments
The CSA notice describes where you can direct your comments and questions. We will consider all comments received by June 30, 2007.
March 29, 2007
Douglas M. Hyndman
Form 51-102F6 Statement of Executive Compensation
National Instrument 51-102 Continuous Disclosure Obligations
Form 51-102F2 Annual Information Form
Form 51-102F5 Information Circular
Multilateral Instrument 52-110 Audit Committees
National Instrument 58-101 Disclosure of Corporate Governance Practises
BC Instrument 52-509 Audit Committees
This Notice may refer to other documents. These documents can be found at the B.C. Securities Commission public website atwww.bcsc.bc.cain the section Securities Law & Policy: Policies & Instruments.