BCN 2008/09 - Request for Comment Proposed repeal and substitution of Form 51-102F6 Statement of Executive Compensation and Proposed consequential amendments to National Instrument 51-102 Continuous Dislosure Obligations and to Form 51-102F5 Information Circular [BCN - Lapsed]
- 51-102 - 51-102 Continuous Disclosure Obligations [NI Amendment Proposed - Lapsed]
- 51-102F5 - Proposed Amendment Instrument for Form 51-102F5 Information Circular of National Instrument 51-102 Continuous Disclosure Obligations [F Amendment Proposed - Lapsed]
- 51-102F6 - Statement of Executive Compensation [F Amendment Proposed - Lapsed]
In the attached notice, the Canadian Securities Administrators (CSA) are publishing for a 60-day second comment period the proposed repeal and substitution of Form 51-102F6 Statement of Executive Compensation (Form 51-102F6), and proposed consequential amendments to National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and Form 51-102F5 Information Circular (Form 51-102F5). The details of these proposals are in the attached CSA Notice and appendices.
Executive Compensation Disclosure changes
On March 29, 2007, the securities regulatory authority in every Canadian jurisdiction published for comment proposed Form 51-102F6 Statement of Executive Compensation (BCN 2007/14). The initial comment period on the proposed Form 51-102F6 expired on June 30, 2007. We received and reviewed 41 comment letters.
The revised proposed Form 51-102F6 reflects changes we have made in response to comments received in the initial comment period. We describe the changes and the objectives of the changes in Appendix B of the attached CSA Notice. The CSA welcomes your comments on these changes and on the proposed approach to executive compensation disclosure.
The NI 51-102 consequential amendments
In addition to our executive compensation proposals, we are also publishing for comment proposed consequential amendments to NI 51-102 and Form 51-102F5. These proposed consequential amendments are set out in Appendix D of the attached CSA Notice.
Other NI 51-102 amendments
The March 29, 2007 publication included some proposed amendments to other continuous disclosure obligations in NI 51-102 and to Form 51 -102F2 Annual Information Form that were not related to the proposed amendments to Form 51-102F6. We proceeded with those amendments separately.
On October 12, 2007, the CSA published a Notice of Amendments to NI 51-102 and related instruments (BCN 2007/32). That Notice contained a summary of comments made by 15 of the 41 commenters to the extent that those comments addressed these other amendments. The amendments came into force on December 31, 2007.
Providing your comments
The CSA notice describes where you can direct your comments and questions. We will consider all comments received by April 22, 2008.
February 22, 2008
Douglas M. Hyndman
Ref: Form 51-102F6 Statement of Executive Compensation
National Instrument 51-102 Continuous Disclosure Obligations
Form 51-102F5 Information Circular
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.