The Canadian Securities Administrators (CSA) are adopting amendments to Form 51-102F6 Statement of Executive Compensation (Form 51-102F6) which, subject to ministerial approvals, will apply in respect of financial years ending on or after October 31, 2011. The amendments follow the 2009 CSA Staff Notice reporting on a targeted compliance review of executive compensation disclosure, as well as the adoption by the Securities and Exchange Commission of rules amending compensation and corporate governance disclosure requirements for U.S. companies. The changes are intended to improve the information companies provide investors about key risks, governance and compensation matters. The amendments range from drafting changes to clarify existing disclosure requirements to new substantive requirements.
OVERVIEW OF CHANGES
There are several changes to the Compensation Discussion and Analysis (CD&A) section of Form 51-102F6:
- Companies relying on the existing exemption from the requirement to disclose specific performance goals or similar conditions on the basis that disclosure would seriously prejudice the interests of the company, will now be required to explicitly state that they are relying on the exemption and explain why disclosing the relevant performance goals or similar conditions would seriously prejudice the company’s interests.
- Companies are required to disclose whether the board of directors, or a committee of the board, considered the implications of the risks associated with the company’s compensation policies and practices. If the implications were considered, the company is required to include a discussion of the board’s role in the risk oversight of compensation policies and practices and the identified risks that are reasonably likely to have a material adverse effect on the company.
- Companies are required to disclose whether any named executive officer or director is permitted to purchase financial instruments that are designed to hedge or offset a decrease in the market value of equity securities granted as compensation or held, directly or indirectly, by the named executive officer or director.
- Information about compensation advisors retained by the company will now also be disclosed in the CD&A, including a description of the advisor’s mandate and any other work performed for the company, and a breakdown of all fees paid to compensation advisors for each service provided.
The CSA indicated that some companies have presented the Summary Compensation Table in a format different that that required. The amendments have therefore clarified that a company may not alter the presentation of the Summary Compensation Table by adding columns or other information. Companies may choose to add another table and other information, so long as the additional information does not detract from the Summary Compensation Table.
In addition to the changes to Form 51-102F6, consequential amendments have also been made to Form 58-101F1 Corporate Governance Disclosure and Form 58-101F2 Corporate Governance Disclosure (Venture Issuers) of National Instrument 58-101 Disclosure of Corporate Governance Practices.
The amendments to Form 51-102F6 will require most companies to carefully review and update their executive compensation disclosure to ensure compliance with the new requirements.
The amendments to Form 51-102F6 are available here.