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Securities Law

NIN 95/12 - Executive Compensation and Indebtedness Disclosure - Ontario Staff Report [NIN - Rescinded]

Published Date: 1995-03-03
Effective Date: 1995-03-01

A staff report on Ontario Regulation 638/93, which amended the requirements in respect of the disclosure of executive compensation and indebtedness of directors, executive officers and senior officers, was published in the Ontario Securities Commission Bulletin of February 17, 1995.

Staff of the Corporate Finance Branch of the Ontario Securities Commission ("OSC staff") conducted a selective review of the executive compensation and indebtedness disclosure contained in approximately 75 information circulars filed with the Ontario Securities Commission since the coming into force of the Ontario Regulation in October 1993.

The staff report addresses the interpretation issues that arose during the course of the review as well as those that arose through public inquiries received by OSC staff. In addition, the report includes a discussion of special areas of application of the Ontario Regulation, including reorganizations and management services agreements. For the most part, the report contains the responses that were given to those who sought assistance from OSC staff. The report provides information that will assist issuers in complying with the Ontario Regulation, identifies common deficiencies and provides guidance for improving the quality of the required disclosure.

The British Columbia Securities Commission amended Form 41 and the relevant portions of Forms 12, 13, 14, 15, 28 and 30 in December 1993 to require the same disclosure of executive compensation and indebtedness as that required by the Ontario Regulation. Accordingly, reporting issuers in British Columbia may benefit from the guidance provided by the OSC staff report.

Copies of the OSC staff report are available for pick up upon request. Requests should be directed to:

Shandie Hertslet
Information Distribution Officer
British Columbia Securities Commission
1100 - 865 Hornby Street
Vancouver, B.C.
V6Z 2H4

Telephone: (604) 660-4800

DATED at Vancouver, British Columbia, on March 1, 1995.

Douglas M. Hyndman