| Item |
Current Legislation |
Proposed Legislation |
Work Load
Change |
| Definition of Named Executive Officer |
Means each CEO, CFO and the company’s three most highly compensated executive officers based on total salary and bonus in excess of C$150,000. |
Each CEO, CFO and the company’s three most highly compensated officers based on total compensation in excess of C$150,000 |
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| “Summary Compensation Table” |
Discloses dollar information for some compensation elements, but not for others; does not provide a total compensation amount for each NEO. |
Provides a dollar value for all compensation elements; includes a total compensation amount for each NEO. |
+ |
| “Table of Option and Stock Appreciation Rights (SAR) Repricing” |
Discloses details of Option or SAR repricing for past 10 years. |
Table removed and replaced by a narrative description of any option or SAR repricing or other material changes to the terms of equity-based award program during last fiscal year. |
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| “Compensation Discussion and Analysis” (CD&A) – Replaces “Report on Executive Compensation” |
A “Report on Executive Compensation” provides various items of high-level information on policies for determining executive compensation. |
The proposed CD&A is a principles-based discussion of the underlying policies and decisions for executive compensation. |
++ |
| “Defined Benefit Plan Table” – Replaces “Pension Plan Table” |
A “Pension plan table” provides ranges of estimated retirement benefits payable at different remuneration levels and after different ranges of years of service. |
The proposed new “Defined Benefit Plan Table" specifically discloses the present value of the accumulated benefit for each named executive officer. |
++ |
| Defined Contribution and Deferred Compensation Plans |
Not required. |
New tabular disclosure of Defined Contribution or Deferred Compensation plan. |
+ |
| Termination and change of control benefits |
High-level narrative disclosure of the terms and conditions of any arrangement that provides for payment where an NEO is entitled to receive more than $100,000 from the issuer. |
Narrative disclosure of the terms and conditions of any payments that would be triggered upon termination. Issuers must provide estimated potential payments under various scenarios. |
++ |
| Plan-based awards (equity and non-equity based awards) |
Various tabular disclosures (LTIP - Awards Table, Options and SARs Grants Table, Option/SARs Exercised, Table of Option and SAR Repricings Table - replaced in proposed Form) for amounts awarded, exercised and re-priced during the year. |
Fewer mandated disclosures. New tables include: Out-standing Share Awards and Option Awards Table; Value on Payout or Vesting of Incentive Plan Awards Table |
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| Director Compensation |
No prescribed tabular disclosure; no specific requirement to disclose the amounts earned by individual Directors for services as a director (including service on board committees). |
The proposed Form includes a new tabular disclosure “Director Compensation Table” similar to the Summary Compensation Table for NEOs. Issuers must also disclose the same information about equity-based and plan-based awards to directors that is required of NEOs. |
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| Venture Issuers |
The current form allows venture issuers to provide less disclosure than non-venture issuers. |
The same disclosure requirements as TSX listed firms, but no requirement for a performance graph (return over time versus index). |
+ |
| Disclosure on compensation committees |
Identification of each member of the compensation committee. |
Not required |
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