This document is an unofficial consolidation of all amendments to Form 51-102F6 Statement of Executive
Compensation. effective June 30, 2015. This document is for reference purposes only. The unofficial
consolidation of the form is not an official statement of the law.
Form 51-102F6
Statement of Executive Compensation
Table of Contents
Item 1 General Provisions
1.1 Objective
1.2 Definitions
1.3 Preparing the form
Item 2 Compensation Discussion and Analysis
2.1 Compensation discussion and analysis
2.2 Performance graph
2.3 Share-based and option-based awards
2.4 Compensation governance
Item 3 Summary Compensation Table
3.1 Summary compensation table
3.2 Narrative discussion
3.3 [Repealed]
3.4 Officers who also act as directors
Item 4 Incentive Plan Awards
4.1 Outstanding share-based awards and option-based awards
4.2 Incentive plan awards – value vested or earned during the year
4.3 Narrative discussion
Item 5 Pension Plan Benefits
5.1 Defined benefit plans table
5.2 Defined contribution plans table
5.3 Narrative discussion
5.4 Deferred compensation plans
Item 6 Termination and Change of Control Benefits
6.1 Termination and change of control benefits
Item 7 Director Compensation
7.1 Director compensation table
7.2 Narrative discussion
7.3 Share-based awards, option-based awards and non-equity incentive
plan compensation
Item 8 Companies Reporting in the United States
8.1 Companies reporting in the United States
Item 9 Effective Date and Transition
9.1 Effective date
9.2 Transition
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Form 51-102F6
Statement of Executive Compensation
ITEM 1 – GENERAL PROVISIONS
1.1 Objective
All direct and indirect compensation provided to certain executive officers and
directors for, or in connection with, services they have provided to the company
or a subsidiary of the company must be disclosed in this form.
The objective of this disclosure is to communicate the compensation the company
paid, made payable, awarded, granted, gave or otherwise provided to each NEO
and director for the financial year, and the decision-making process relating to
compensation. This disclosure will provide insight into executive compensation as
a key aspect of the overall stewardship and governance of the company and will
help investors understand how decisions about executive compensation are made.
A company’s executive compensation disclosure under this form must satisfy this
objective and subsections 9.3.1(1) or 11.6(1) of the Instrument.
1.2 Definitions
If a term is used in this form but is not defined in this section, refer to subsection
1.1(1) of the Instrument or to National Instrument 14-101 Definitions.
In this form,
“CEO” means an individual who acted as chief executive officer of the company,
or acted in a similar capacity, for any part of the most recently completed
financial year;
“CFO” means an individual who acted as chief financial officer of the company,
or acted in a similar capacity, for any part of the most recently completed
financial year;
“closing market price” means the price at which the company’s security was last
sold, on the applicable date,
(a) in the security’s principal marketplace in Canada, or
(b) if the security is not listed or quoted on a marketplace in Canada, in the
security’s principal marketplace;
“company” includes other types of business organizations such as partnerships,
trusts and other unincorporated business entities;
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“equity incentive plan” means an incentive plan, or portion of an incentive plan,
under which awards are granted and that falls within the scope of IFRS 2 Share-
based Payment;
“external management company” includes a subsidiary, affiliate or associate of
the external management company;
“grant date” means a date determined for financial statement reporting purposes
under IFRS 2 Share-based Payment;
“incentive plan” means any plan providing compensation that depends on
achieving certain performance goals or similar conditions within a specified
period;
“incentive plan award” means compensation awarded, earned, paid, or payable
under an incentive plan;
“NEO” or “named executive officer” means each of the following individuals:
(a) a CEO;
(b) a CFO;
(c) each of the three most highly compensated executive officers of the
company, including any of its subsidiaries, or the three most highly
compensated individuals acting in a similar capacity, other than the CEO
and CFO, at the end of the most recently completed financial year whose
total compensation was, individually, more than $150,000, as determined
in accordance with subsection 1.3(6), for that financial year; and
(d) each individual who would be an NEO under paragraph (c) but for the fact
that the individual was neither an executive officer of the company or its
subsidiaries, nor acting in a similar capacity, at the end of that financial
year;
“non-equity incentive plan” means an incentive plan or portion of an incentive
plan that is not an equity incentive plan;
“option-based award” means an award under an equity incentive plan of options,
including, for greater certainty, share options, share appreciation rights, and
similar instruments that have option-like features;
“plan” includes any plan, contract, authorization, or arrangement, whether or not
set out in any formal document, where cash, securities, similar instruments or any
other property may be received, whether for one or more persons;
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“replacement grant” means an option that a reasonable person would consider to
be granted in relation to a prior or potential cancellation of an option;
“repricing” means, in relation to an option, adjusting or amending the exercise or
base price of the option, but excludes any adjustment or amendment that equally
affects all holders of the class of securities underlying the option and occurs
through the operation of a formula or mechanism in, or applicable to, the option;
“share-based award” means an award under an equity incentive plan of equity-
based instruments that do not have option-like features, including, for greater
certainty, common shares, restricted shares, restricted share units, deferred share
units, phantom shares, phantom share units, common share equivalent units, and
stock.
1.3 Preparing the form
(1) All compensation to be included
(a) When completing this form, the company must disclose all compensation
paid, payable, awarded, granted, given, or otherwise provided, directly or
indirectly, by the company, or a subsidiary of the company, to each NEO
and director, in any capacity, including, for greater certainty, all plan and
non-plan compensation, direct and indirect pay, remuneration, economic
or financial award, reward, benefit, gift or perquisite paid, payable,
awarded, granted, given, or otherwise provided to the NEO or director for
services provided and for services to be provided, directly or indirectly, to
the company or a subsidiary of the company.
(b) Despite paragraph (a), in respect of the Canada Pension Plan, similar
government plans, and group life, health, hospitalization, medical
reimbursement and relocation plans that do not discriminate in scope,
terms or operation and are generally available to all salaried employees,
the company is not required to disclose as compensation
(i) any contributions or premiums paid or payable by the company on
behalf of an NEO, or of a director, under these plans, and
(ii) any cash, securities, similar instruments or any other property
received by an NEO, or by a director, under these plans.
(c) For greater certainty, the plans described in paragraph (b) include plans
that provide for such benefits after retirement.
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(d) If an item of compensation is not specifically mentioned or described in
this form, it is to be disclosed in column (h) (“All other compensation”) of
the summary compensation table in section 3.1.
(2) Departures from format
(a) Although the required disclosure must be made in accordance with this
form, the disclosure may
(i) omit a table, column of a table, or other prescribed information, if
it does not apply, and
(ii) add a table, column, or other information if
(A) necessary to satisfy the objective in section 1.1, and
(B) to a reasonable person, the table, column, or other
information does not detract from the prescribed
information in the summary compensation table in section
3.1.
(b) Despite paragraph (a), a company must not add a column in the summary
compensation table in section 3.1.
(3) Information for full financial year
If an NEO acted in that capacity for the company during part of the financial year
for which disclosure is required in the summary compensation table, provide
details of all of the compensation that the NEO received from the company for
that financial year. This includes compensation the NEO earned in any other
position with the company during the financial year.
Do not annualize compensation in a table for any part of a year when an NEO was
not in the service of the company. Annualized compensation may be disclosed in
a footnote.
(4) External management companies
(a) If one or more individuals acting as an NEO of the company are not
employees of the company, disclose the names of those individuals.
(b) If an external management company employs or retains one or more
individuals acting as NEOs or directors of the company and the company
has entered into an understanding, arrangement or agreement with the
external management company to provide executive management services
to the company directly or indirectly, disclose any compensation that:
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(i) the company paid directly to an individual employed, or retained
by the external management company, who is acting as an NEO or
director of the company; and
(ii) the external management company paid to the individual that is
attributable to the services they provided to the company directly
or indirectly.
(c) If an external management company provides the company’s executive
management services and also provides executive management services to
another company, disclose the entire compensation the external
management company paid to the individual acting as an NEO or director,
or acting in a similar capacity, in connection with services the external
management company provided to the company, or the parent or a
subsidiary of the company. If the management company allocates the
compensation paid to an NEO or director, disclose the basis or
methodology used to allocate this compensation.
Commentary
An NEO may be employed by an external management company and provide
services to the company under an understanding, arrangement or agreement. In
this case, references in this form to the CEO or CFO are references to the
individuals who performed similar functions to that of the CEO or CFO. They are
generally the same individuals who signed and filed annual and interim
certificates to comply with National Instrument 52-109 Certification of Disclosure
in Issuers’ Annual and Interim Filings.
(5) Director and NEO compensation
Disclose any compensation awarded to, earned by, paid to, or payable to each
director and NEO, in any capacity with respect to the company. Compensation to
directors and NEOs must include all compensation from the company and its
subsidiaries.
Disclose any compensation awarded to, earned by, paid to, or payable to, an NEO,
or director, in any capacity with respect to the company, by another person or
company.
(6) Determining if an individual is an NEO
For the purpose of calculating total compensation awarded to, earned by, paid to,
or payable to an individual under paragraph (c) of the definition of NEO,
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(a) use the total compensation that would be reported under column (i) of the
summary compensation table required by section 3.1 for each executive
officer, as if that executive officer were an NEO for the company’s most
recently completed financial year, and
(b) exclude from the calculation,
(i) any compensation that would be reported under column (g) of the
summary compensation table required by section 3.1,
(ii) any incremental payments, payables, and benefits to an executive
officer that are triggered by, or result from, a scenario listed in
section 6.1 that occurred during the most recently completed
financial year, and
(iii) any cash compensation that relates to foreign assignments that is
specifically intended to offset the impact of a higher cost of living
in the foreign location, and is not otherwise related to the duties the
executive officer performs for the company.
Commentary
The $150,000 threshold in paragraph (c) of the definition of NEO only applies
when determining who is an NEO in a company’s most recently completed
financial year. If an individual is an NEO in the most recently completed financial
year, disclosure of compensation in prior years must be provided if otherwise
required by this form even if total compensation in a prior year is less than
$150,000 in that year.
(7) Compensation to associates
Disclose any awards, earnings, payments, or payables to an associate of an NEO,
or of a director, as a result of compensation awarded to, earned by, paid to, or
payable to the NEO or the director, in any capacity with respect to the company.
(8) New reporting issuers
(a) Subject to paragraph (b) and subsection 3.1(1), disclose information in the
summary compensation table for the three most recently completed
financial years since the company became a reporting issuer.
(b) Do not provide information for a completed financial year if the company
was not a reporting issuer at any time during the most recently completed
financial year, unless the company became a reporting issuer as a result of
a restructuring transaction.
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(c) If the company was not a reporting issuer at any time during the most
recently completed financial year and the company is completing the form
because it is preparing a prospectus, discuss all significant elements of the
compensation to be awarded to, earned by, paid to, or payable to NEOs of
the company once it becomes a reporting issuer, to the extent this
compensation has been determined.
Commentary
1. Unless otherwise specified, information required to be disclosed under
this form may be prepared in accordance with the accounting principles
the company uses to prepare its financial statements, as permitted by
National Instrument 52-107 Acceptable Accounting Principles and
Auditing Standards.
2. The definition of “director” under securities legislation includes an
individual who acts in a capacity similar to that of a director.
(9) Currencies
Companies must report amounts required by this form in Canadian dollars or in
the same currency that the company uses for its financial statements. A company
must use the same currency in the tables in sections 3.1, 4.1, 4.2, 5.1, 5.2 and 7.1
of this form.
If compensation awarded to, earned by, paid to, or payable to an NEO was in a
currency other than the currency reported in the prescribed tables of this form,
state the currency in which compensation was awarded, earned, paid, or payable,
disclose the currency exchange rate and describe the methodology used to
translate the compensation into Canadian dollars or the currency that the company
uses in its financial statements.
(10) Plain language
Information required to be disclosed under this form must be clear, concise, and
presented in such a way that it provides a reasonable person an understanding of
(a) how decisions about NEO and director compensation are made, and
(b) how specific NEO and director compensation relates to the overall
stewardship and governance of the company.
Commentary
Refer to the plain language principles listed in section 1.5 of Companion Policy
51-102CP Continuous Disclosure Obligations for further guidance.
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ITEM 2 – COMPENSATION DISCUSSION AND ANALYSIS
2.1 Compensation discussion and analysis
(1) Describe and explain all significant elements of compensation awarded to, earned
by, paid to, or payable to NEOs for the most recently completed financial year.
Include the following:
(a) the objectives of any compensation program or strategy;
(b) what the compensation program is designed to reward;
(c) each element of compensation;
(d) why the company chooses to pay each element;
(e) how the company determines the amount (and, where applicable, the
formula) for each element; and
(f) how each element of compensation and the company’s decisions about
that element fit into the company’s overall compensation objectives and
affect decisions about other elements.
(2) If applicable, describe any new actions, decisions or policies that were made after
the end of the most recently completed financial year that could affect a
reasonable person’s understanding of an NEO’s compensation for the most
recently completed financial year.
(3) If applicable, clearly state the benchmark and explain its components, including
the companies included in the benchmark group and the selection criteria.
(4) If applicable, disclose performance goals or similar conditions that are based on
objective, identifiable measures, such as the company’s share price or earnings
per share. If performance goals or similar conditions are subjective, the company
may describe the performance goal or similar condition without providing specific
measures.
If the company discloses performance goals or similar conditions that are non-
GAAP financial measures, explain how the company calculates these
performance goals or similar conditions from its financial statements.
Exemption
The company is not required to disclose performance goals or similar conditions
in respect of specific quantitative or qualitative performance-related factors if a
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reasonable person would consider that disclosing them would seriously prejudice
the company’s interests.
For the purposes of this exemption, a company’s interests are not considered to be
seriously prejudiced solely by disclosing performance goals or similar conditions
if those goals or conditions are based on broad corporate-level financial
performance metrics which include earnings per share, revenue growth, and
earnings before interest, taxes, depreciation and amortization.
This exemption does not apply if it has publicly disclosed the performance goals
or similar conditions.
If the company is relying on this exemption, state this fact and explain why
disclosing the performance goals or similar conditions would seriously prejudice
the company’s interests.
If the company does not disclose specific performance goals or similar conditions,
state what percentage of the NEO’s total compensation relates to this undisclosed
information and how difficult it could be for the NEO, or how likely it will be for
the company, to achieve the undisclosed performance goal or similar condition.
(5) Disclose whether or not 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, disclose
the following:
(a) the extent and nature of the board of directors’ or committee’s role in the
risk oversight of the company’s compensation policies and practices;
(b) any practices the company uses to identify and mitigate compensation
policies and practices that could encourage an NEO or individual at a
principal business unit or division to take inappropriate or excessive risks;
(c) any identified risks arising from the company’s compensation policies and
practices that are reasonably likely to have a material adverse effect on the
company.
(6) Disclose whether or not an NEO or director is permitted to purchase financial
instruments, including, for greater certainty, prepaid variable forward contracts,
equity swaps, collars, or units of exchange funds, that are designed to hedge or
offset a decrease in market value of equity securities granted as compensation or
held, directly or indirectly, by the NEO or director.
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Commentary
1. The information disclosed under section 2.1 will depend on the facts.
Provide enough analysis to allow a reasonable person to understand the
disclosure elsewhere in this form. Describe the significant principles
underlying policies and explain the decisions relating to compensation
provided to an NEO. Disclosure that merely describes the process for
determining compensation or compensation already awarded, earned,
paid, or payable is not adequate. The information contained in this section
should give readers a sense of how compensation is tied to the NEO’s
performance. Avoid boilerplate language.
2. If the company’s process for determining executive compensation is very
simple, for example, the company relies solely on board discussion
without any formal objectives, criteria and analysis, then make this clear
in the discussion.
3. If the company used any benchmarking in determining compensation or
any element of compensation, include the benchmark group and describe
why the benchmark group and selection criteria are considered by the
company to be relevant.
4. The following are examples of items that will usually be significant
elements of disclosure concerning compensation:
• contractual or non-contractual arrangements, plans, process
changes or any other matters that might cause the amounts
disclosed for the most recently completed financial year to be
misleading if used as an indicator of expected compensation levels
in future periods;
• the process for determining perquisites and personal benefits;
• policies and decisions about the adjustment or recovery of awards,
earnings, payments, or payables if the performance goal or similar
condition on which they are based is restated or adjusted to reduce
the award, earning, payment, or payable;
• the basis for selecting events that trigger payment for any
arrangement that provides for payment at, following or in
connection with any termination or change of control;
• any waiver or change to any specified performance goal or similar
condition to payout for any amount, including whether the waiver
or change applied to one or more specified NEOs or to all
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compensation subject to the performance goal or similar
condition;
• whether the board of directors can exercise a discretion, either to
award compensation absent attainment of the relevant
performance goal or similar condition or to reduce or increase the
size of any award or payout, including if they exercised discretion
and whether it applied to one or more named executive officers;
• whether the company will be making any significant changes to its
compensation policies and practices in the next financial year;
• the role of executive officers in determining executive
compensation; and
• performance goals or similar conditions in respect of specific
quantitative or qualitative performance-related factors for NEOs.
5. The following are examples of situations that could potentially encourage
an executive officer to expose the company to inappropriate or excessive
risks:
• compensation policies and practices at a principal business unit of
the company or a subsidiary of the company that are structured
significantly differently than others within the company;
• compensation policies and practices for certain executive officers
that are structured significantly differently than other executive
officers within the company;
• compensation policies and practices that do not include effective
risk management and regulatory compliance as part of the
performance metrics used in determining compensation;
• compensation policies and practices where the compensation
expense to executive officers is a significant percentage of the
company’s revenue;
• compensation policies and practices that vary significantly from
the overall compensation structure of the company;
• compensation policies and practices where incentive plan awards
are awarded upon accomplishment of a task while the risk to the
company from that task extends over a significantly longer period
of time;
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• compensation policies and practices that contain performance
goals or similar conditions that are heavily weighed to short-term
rather than long-term objectives;
• incentive plan awards that do not provide a maximum benefit or
payout limit to executive officers.
The examples above are not exhaustive and the situations to consider will
vary depending upon the nature of the company’s business and the
company’s compensation policies and practices.
2.2 Performance graph
(a) This section does not apply to
(i) venture issuers,
(ii) companies that have distributed only debt securities or non-
convertible, non-participating preferred securities to the public,
and
(iii) companies that were not reporting issuers in any jurisdiction in
Canada for at least 12 calendar months before the end of their most
recently completed financial year, other than companies that
became new reporting issuers as a result of a restructuring
transaction.
(b) Provide a line graph showing the company’s cumulative total shareholder
return over the five most recently completed financial years. Assume that
$100 was invested on the first day of the five-year period. If the company
has been a reporting issuer for less than five years, use the period that the
company has been a reporting issuer.
Compare this to the cumulative total return of at least one broad equity
market index that, to a reasonable person, would be an appropriate
reference point for the company’s return. If the company is included in the
S&P/TSX Composite Total Return Index, use that index. In all cases,
assume that dividends are reinvested.
Discuss how the trend shown by this graph compares to the trend in the
company’s compensation to executive officers reported under this form
over the same period.
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Commentary
For section 2.2, companies may also include other relevant performance goals or
similar conditions.
2.3 Share-based and option-based awards
Describe the process the company uses to grant share-based or option-based
awards to executive officers. Include the role of the compensation committee and
executive officers in setting or amending any equity incentive plan under which a
share-based or option-based award is granted. State whether previous grants are
taken into account when considering new grants.
2.4 Compensation governance
(1) Describe any policies and practices adopted by the board of directors to determine
the compensation for the company’s directors and executive officers.
(2) If the company has established a compensation committee
(a) disclose the name of each committee member and, in respect of each
member, state whether or not the member is independent or not
independent;
(b) disclose whether or not one or more of the committee members has any
direct experience that is relevant to his or her responsibilities in executive
compensation;
(c) describe the skills and experience that enable the committee to make
decisions on the suitability of the company’s compensation policies and
practices; and
(d) describe the responsibilities, powers and operation of the committee.
(3) If a compensation consultant or advisor has, at any time since the company’s most
recently completed financial year, been retained to assist the board of directors or
the compensation committee in determining compensation for any of the
company’s directors or executive officers
(a) state the name of the consultant or advisor and a summary of the mandate
the consultant or advisor has been given,
(b) disclose when the consultant or advisor was originally retained,
(c) if the consultant or advisor has provided any services to the company, or
to its affiliated or subsidiary entities, or to any of its directors or members
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of management, other than or in addition to compensation services
provided for any of the company’s directors or executive officers,
(i) state this fact and briefly describe the nature of the work, and
(ii) disclose whether the board of directors or compensation committee
must pre-approve other services the consultant or advisor, or any
of its affiliates, provides to the company at the request of
management, and
(d) for each of the two most recently completed financial year, disclose,
(i) under the caption "Executive Compensation-Related Fees", the
aggregate fees billed by each consultant or advisor, or any of its
affiliates, for services related to determining compensation for any
of the company's directors and executive officers, and
(ii) under the caption "All Other Fees", the aggregate fees billed for all
other services provided by each consultant or advisor, or any of its
affiliates, that are not reported under subparagraph (i) and include
a description of the nature of the services comprising the fees
disclosed under this category.
Commentary
For section 2.4, a director is independent if he or she would be independent
within the meaning of section 1.4 of National Instrument 52-110 Audit
Committees.
ITEM 3 – SUMMARY COMPENSATION TABLE
3.1 Summary compensation table
(1) For each NEO in the most recently completed financial year, complete this table
for each of the company’s three most recently completed financial years that end
on or after December 31, 2008.
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Name
and
principal
position
(a)
Year
(b)
Salary
($)
(c)
Share-
based
awards
($)
(d)
Option-
based
awards
($)
(e)
Non-equity
incentive plan
compensation
($)
(f)
Pension
value
($)
(g)
All other
compensation
($)
(h)
Total
compensation
($)
(i)
Annual
incentive
plans
(f1)
Long-
term
incentive
plans
(f2)
CEO
CFO
A
B
C
Commentary
Under subsection (1), a company is not required to disclose comparative period
disclosure in accordance with the requirements of either Form 51-102F6
Statement of Executive Compensation, which came into force on March 30, 2004,
as amended, or this form, in respect of a financial year ending before December
31, 2008.
(2) In column (c), include the dollar value of cash and non-cash base salary an NEO
earned during a financial year covered in the table (a covered financial year). If
the company cannot calculate the amount of salary earned in a financial year,
disclose this in a footnote, along with the reason why it cannot be determined.
Restate the salary figure the next time the company prepares this form, and
explain what portion of the restated figure represents an amount that the company
could not previously calculate.
(3) In column (d), disclose the dollar amount based on the fair value of the award on
the grant date for a covered financial year.
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(4) In column (e), disclose the dollar amount based on the fair value of the award on
the grant date for a covered financial year. Include option-based awards both with
or without tandem share appreciation rights.
(5) For an award disclosed in column (d) or (e), in a narrative after the table,
(a) describe the methodology used to calculate the fair value of the award on
the grant date, disclose the key assumptions and estimates used for each
calculation, and explain why the company chose that methodology, and
(b) if the fair value of the award on the grant date is different from the fair
value determined in accordance with IFRS 2 Share-based Payment
(accounting fair value), state the amount of the difference and explain the
reasons for the difference.
Commentary
1. This commentary applies to subsections (3), (4) and (5).
2. The value disclosed in columns (d) and (e) of the summary compensation
table should reflect what the company paid, made payable, awarded,
granted, gave or otherwise provided as compensation on the grant date
(fair value of the award) as set out in comment 3, below. This value might
differ from the value reported in the issuer’s financial statements.
3. While compensation practices vary, there are generally two approaches
that boards of directors use when setting compensation. A board of
directors may decide the value in securities of the company to be awarded
or paid as compensation. Alternatively, a board of directors may decide
the portion of the potential ownership of the company to be transferred as
compensation. A fair value ascribed to the award will normally result
from these approaches.
A company may calculate this value either in accordance with a valuation
methodology identified in IFRS 2 Share-based Payment or in accordance
with another methodology set out in comment 5 below.
4. In some cases, the fair value of the award disclosed in columns (d) and (e)
might differ from the accounting fair value. For financial statement
purposes, the accounting fair value amount is amortized over the service
period to obtain an accounting cost (accounting compensation expense),
adjusted at year end as required.
5. While the most commonly used methodologies for calculating the value of
most types of awards are the Black-Scholes-Merton model and the
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binomial lattice model, companies may choose to use another valuation
methodology if it produces a more meaningful and reasonable estimate of
fair value.
6. The summary compensation table requires disclosure of an amount even if
the accounting compensation expense is zero. The amount disclosed in the
table should reflect the fair value of the award following the principles
described under comments 2 and 3, above.
7. Column (d) includes common shares, restricted shares, restricted share
units, deferred share units, phantom shares, phantom share units, common
share equivalent units, stock, and similar instruments that do not have
option-like features.
(6) In column (e), include the incremental fair value if, at any time during the covered
financial year, the company has adjusted, amended, cancelled, replaced or
significantly modified the exercise price of options previously awarded to, earned
by, paid to, or payable to, an NEO. The repricing or modification date must be
determined in accordance with IFRS 2 Share-based Payment. The methodology
used to calculate the incremental fair value must be the same methodology used to
calculate the initial grant.
This requirement does not apply to any repricing that equally affects all holders of
the class of securities underlying the options and that occurs through a pre-
existing formula or mechanism in the plan or award that results in the periodic
adjustment of the option exercise or base price, an antidilution provision in a plan
or award, or a recapitalization or similar transaction.
(7) Include a footnote to the table quantifying the incremental fair value of any
adjusted, amended, cancelled, replaced or significantly modified options that are
included in the table.
(8) In column (f), include the dollar value of all amounts earned for services
performed during the covered financial year that are related to awards under non-
equity incentive plans and all earnings on any such outstanding awards.
(a) If the relevant performance goal or similar condition was satisfied during a
covered financial year (including for a single year in a plan with a multi-
year performance goal or similar condition), report the amounts earned for
that financial year, even if they are payable at a later date. The company is
not required to report these amounts again in the summary compensation
table when they are actually paid to an NEO.
(b) Include a footnote describing and quantifying all amounts earned on non-
equity incentive plan compensation, whether they were paid during the
18
financial year, were payable but deferred at the election of an NEO, or are
payable by their terms at a later date.
(c) Include any discretionary cash awards, earnings, payments, or payables
that were not based on pre-determined performance goals or similar
conditions that were communicated to an NEO. Report any performance-
based plan awards that include pre-determined performance goals or
similar conditions in column (f).
(d) In column (f1), include annual non-equity incentive plan compensation,
such as bonuses and discretionary amounts. For column (f1), annual non-
equity incentive plan compensation relates only to a single financial year.
In column (f2), include all non-equity incentive plan compensation related
to a period longer than one year.
(9) In column (g), include all compensation relating to defined benefit or defined
contribution plans. These include service costs and other compensatory items
such as plan changes and earnings that are different from the estimated earnings
for defined benefit plans and above-market earnings for defined contribution
plans.
This disclosure relates to all plans that provide for the payment of pension plan
benefits. Use the same amounts included in column (e) of the defined benefit plan
table required by Item 5 for the covered financial year and the amounts included
in column (c) of the defined contribution plan table as required by Item 5 for the
covered financial year.
(10) In column (h), include all other compensation not reported in any other column of
this table. Column (h) must include, but is not limited to:
(a) perquisites, including property or other personal benefits provided to an
NEO that are not generally available to all employees, and that in
aggregate are worth $50,000 or more, or are worth 10% or more of an
NEO’s total salary for the financial year. Value these items on the basis of
the aggregate incremental cost to the company and its subsidiaries.
Describe in a footnote the methodology used for computing the aggregate
incremental cost to the company.
State the type and amount of each perquisite the value of which exceeds
25% of the total value of perquisites reported for an NEO in a footnote to
the table. Provide the footnote information for the most recently
completed financial year only;
(b) other post-retirement benefits such as health insurance or life insurance
after retirement;
19
(c) all “gross-ups” or other amounts reimbursed during the covered financial
year for the payment of taxes;
(d) the incremental payments, payables, and benefits to an NEO that are
triggered by, or result from, a scenario listed in section 6.1 that occurred
before the end of the covered financial year;
(e) the dollar value of any insurance premiums paid or payable by, or on
behalf of, the company during the covered financial year for personal
insurance for an NEO if the estate of the NEO is the beneficiary;
(f) the dollar value of any dividends or other earnings paid or payable on
share-based or option-based awards that were not factored into the fair
value of the award on the grant date required to be reported in columns (d)
and (e);
(g) any compensation cost for any security that the NEO bought from the
company or its subsidiaries at a discount from the market price of the
security (through deferral of salary, bonus or otherwise). Calculate this
cost at the date of purchase and in accordance with IFRS 2 Share-based
Payment; and
(h) above-market or preferential earnings on compensation that is deferred on
a basis that is not tax exempt other than for defined contribution plans
covered in the defined contribution plan table in Item 5. Above-market or
preferential applies to non-registered plans and means a rate greater than
the rate ordinarily paid by the company or its subsidiary on securities or
other obligations having the same or similar features issued to third
parties.
(i) any company contribution to a personal savings plan like a registered
retirement savings plan made on behalf of the NEO.
Commentary
1. Generally, there will be no incremental payments, payables, and benefits
that are triggered by, or result from, a scenario described in section 6.1
that occurred before the end of a covered financial year for compensation
that has been reported in the summary compensation table for the most
recently completed financial year or for a financial year before the most
recently completed financial year.
If the vesting or payout of the previously reported compensation is
accelerated, or a performance goal or similar condition in respect of the
previously reported compensation is waived, as a result of a scenario
described in section 6.1, the incremental payments, payables, and benefits
20
should include the value of the accelerated benefit or of the waiver of the
performance goal or similar condition.
2. Generally, an item is not a perquisite if it is integrally and directly related
to the performance of an executive officer’s duties. If something is
necessary for a person to do his or her job, it is integrally and directly
related to the job and is not a perquisite, even if it also provides some
amount of personal benefit.
If the company concludes that an item is not integrally and directly related
to performing the job, it may be a perquisite if the item provides an NEO
with any direct or indirect personal benefit. If it does provide a personal
benefit, the item is a perquisite, whether or not it is provided for a
business reason or for the company’s convenience, unless it is generally
available on a non-discriminatory basis to all employees.
Companies must conduct their own analysis of whether a particular item
is a perquisite. The following are examples of things that are often
considered perquisites or personal benefits. This list is not exhaustive:
• Cars, car lease and car allowance;
• Corporate aircraft or personal travel financed by the company;
• Jewellery;
• Clothing;
• Artwork;
• Housekeeping services;
• Club membership;
• Theatre tickets;
• Financial assistance to provide education to children of executive
officers;
• Parking;
• Personal financial or tax advice;
• Security at personal residence or during personal travel; and
21
• Reimbursements of taxes owed with respect to perquisites or other
personal benefit.
(11) In column (i), include the dollar value of total compensation for the covered
financial year. For each NEO, this is the sum of the amounts reported in columns
(c) through (h).
(12) Any deferred amounts must be included in the appropriate column for the covered
financial year in which they are earned.
(13) If an NEO elected to exchange any compensation awarded to, earned by, paid to,
or payable to the NEO in a covered financial year under a program that allows the
NEO to receive awards, earnings, payments, or payables in another form, the
compensation the NEO elected to exchange must be reported as compensation in
the column appropriate for the form of compensation exchanged: Do not report it
in the form in which it was or will be received by the NEO. State in a footnote the
form of awards, earnings, payments, or payables substituted for the compensation
the NEO elected to exchange.
3.2 Narrative discussion
Describe and explain any significant factors necessary to understand the
information disclosed in the summary compensation table required by section 3.1.
Commentary
The significant factors described in section 3.2 will vary depending on the
circumstances of each award but may include:
• the significant terms of each NEO’s employment agreement or
arrangement;
• any repricing or other significant changes to the terms of any share-based
or option-based award program during the most recently completed
financial year; and
• the significant terms of any award reported in the summary compensation
table, including a general description of the formula or criterion to be
applied in determining the amounts payable and the vesting schedule. For
example, if dividends will be paid on shares, state this, the applicable
dividend rate and whether that rate is preferential.
3.3 [Repealed]
22
3.4 Officers who also act as directors
If an NEO is also a director who receives compensation for services as a director,
include that compensation in the summary compensation table and include a
footnote explaining which amounts relate to the director role. Do not provide
disclosure for that NEO under Item 7.
ITEM 4 – INCENTIVE PLAN AWARDS
4.1 Outstanding share-based awards and option-based awards
(1) Complete this table for each NEO for all awards outstanding at the end of the
most recently completed financial year. This includes awards granted before the
most recently completed financial year. For all awards in this table, disclose the
awards that have been transferred at other than fair market value.
Option-based Awards
Share-based Awards
Name
(a)
Number of
securities
underlying
unexercised
options
(#)
(b)
Option
exercise
price
($)
(c)
Option
expiration
date
(d)
Value of
unexercised
in-the-
money
options
($)
(e)
Number
of shares
or units
of shares
that have
not
vested
(#)
(f)
Market or
payout
value of
share-based
awards that
have not
vested
($)
(g)
Market or
payout
value of
vested
share-based
awards not
paid out or
distributed
($)
(h)
CEO
CFO
A
B
C
(2) In column (b), for each award, disclose the number of securities underlying
unexercised options.
(3) In column (c), disclose the exercise or base price for each option under each
award reported in column (b). If the option was granted in a different currency
than that reported in the table, include a footnote describing the currency and the
exercise or base price.
(4) In column (d), disclose the expiration date for each option under each award
reported in column (b).
(5) In column (e), disclose the aggregate dollar amount of in-the-money unexercised
options held at the end of the year. Calculate this amount based on the difference
23
between the market value of the securities underlying the instruments at the end
of the year, and the exercise or base price of the option.
(6) In column (f), disclose the total number of shares or units that have not vested.
(7) In column (g), disclose the aggregate market value or payout value of share-based
awards that have not vested.
If the share-based award provides only for a single payout on vesting, calculate
this value based on that payout.
If the share-based award provides for different payouts depending on the
achievement of different performance goals or similar conditions, calculate this
value based on the minimum payout. However, if the NEO achieved a
performance goal or similar condition in a financial year covered by the share-
based award that on vesting could provide for a payout greater than the minimum
payout, calculate this value based on the payout expected as a result of the NEO
achieving this performance goal or similar condition.
(8) In column (h), disclose the aggregate market value or payout value of vested
share-based awards that have not yet been paid out or distributed.
4.2 Incentive plan awards – value vested or earned during the year
(1) Complete this table for each NEO for the most recently completed financial year.
Name
(a)
Option-based awards – Value
vested during the year
($)
(b)
Share-based awards – Value
vested during the year
($)
(c)
Non-equity incentive plan
compensation – Value
earned during the year
($)
(d)
CEO
CFO
A
B
C
(2) In column (b), disclose the aggregate dollar value that would have been realized if
the options under the option-based award had been exercised on the vesting date.
Compute the dollar value that would have been realized by determining the
difference between the market price of the underlying securities at exercise and
the exercise or base price of the options under the option-based award on the
vesting date. Do not include the value of any related payment or other
consideration provided (or to be provided) by the company to or on behalf of an
NEO.
24
(3) In column (c), disclose the aggregate dollar value realized upon vesting of share-
based awards. Compute the dollar value realized by multiplying the number of
shares or units by the market value of the underlying shares on the vesting date.
For any amount realized upon vesting for which receipt has been deferred, include
a footnote that states the amount and the terms of the deferral.
4.3 Narrative discussion
Describe and explain the significant terms of all plan-based awards, including
non-equity incentive plan awards, issued or vested, or under which options have
been exercised, during the year, or outstanding at the year end, to the extent not
already discussed under sections 2.1, 2.3 and 3.2. The company may aggregate
information for different awards, if separate disclosure of each award is not
necessary to communicate their significant terms.
Commentary
The items included in the narrative required by section 4.3 will vary depending on
the terms of each plan, but may include:
• the number of securities underlying each award or received on vesting or
exercise;
• general descriptions of formulae or criteria that are used to determine
amounts payable;
• exercise prices and expiry dates;
• dividend rates on share-based awards;
• whether awards are vested or unvested;
• performance goals or similar conditions, or other significant conditions;
• information on estimated future payouts for non-equity incentive plan
awards (performance goals or similar conditions and maximum amounts);
and
• the closing market price on the grant date, if the exercise or base price is
less than the closing market price of the underlying security on the grant
date.
25
ITEM 5 – PENSION PLAN BENEFITS
5.1 Defined benefit plans table
(1) Complete this table for all pension plans that provide for payments or benefits at,
following, or in connection with retirement, excluding defined contribution plans.
For all disclosure in this table, use the same assumptions and methods used for
financial statement reporting purposes under the accounting principles used to
prepare the company’s financial statements, as permitted by National Instrument
52-107 Acceptable Accounting Principles and Auditing Standards.
Name
(a)
Number
of years
credited
service
(#)
(b)
Annual benefits
payable
($)
(c)
Opening
present
value of
defined
benefit
obligation
($)
(d)
Compensatory
change
($)
(e)
Non-
compensatory
change
($)
(f)
Closing
present
value of
defined
benefit
obligation
($)
(g)
At
year
end
(c1)
At
age
65
(c2)
CEO
CFO
A
B
C
(2) In columns (b) and (c), the disclosure must be as of the end of the company’s
most recently completed financial year. In columns (d) through (g), the disclosure
must be as of the reporting date used in the company’s audited annual financial
statements for the most recently completed financial year.
(3) In column (b), disclose the number of years of service credited to an NEO under
the plan. If the number of years of credited service in any plan is different from
the NEO’s number of actual years of service with the company, include a footnote
that states the amount of the difference and any resulting benefit augmentation,
such as the number of additional years the NEO received.
(4) In column (c), disclose
(a) the annual lifetime benefit payable at the end of the most recently
completed financial year in column (c1) based on years of credited service
reported in column (b) and actual pensionable earnings as at the end of the
most recently completed financial year. For the purposes of this
calculation, the company must assume that the NEO is eligible to receive
payments or benefits at year end, and
26
(b) the annual lifetime benefit payable at age 65 in column (c2) based on
years of credited service as of age 65 and actual pensionable earnings
through the end of the most recently completed financial year, as per
column (c1).
Commentary
For the purposes of quantifying the annual lifetime benefit payable at the end of
the most recently completed financial year in column (c1), the company may
calculate the annual lifetime benefit payable as follows:
The company may calculate the annual lifetime benefit payable in accordance
with another formula if the company reasonably believes that it produces a more
meaningful calculation of the annual lifetime benefit payable at year end.
(5) In column (d), disclose the present value of the defined benefit obligation at the
start of the most recently completed financial year.
(6) In column (e), disclose the compensatory change in the present value of the
defined benefit obligation for the most recently completed financial year. This
includes service cost net of employee contributions plus plan changes and
differences between actual and estimated earnings, and any additional changes
that have retroactive impact, including, for greater certainty, a change in valuation
assumptions as a consequence of an amendment to benefit terms.
Disclose the valuation method and all significant assumptions the company
applied in quantifying the closing present value of the defined benefit obligation.
The company may satisfy all or part of this disclosure by referring to the
disclosure of assumptions in its financial statements, footnotes to the financial
statements or discussion in its management’s discussion and analysis.
(7) In column (f), disclose the non-compensatory changes in the present value of the
defined benefit obligation for the company’s most recently completed financial
year. Include all items that are not compensatory, such as changes in assumptions
other than those already included in column (e) because they were made as a
consequence of an amendment to benefit terms, employee contributions and
annual benefits payable at the presumed
X
years of credited
service at year end
retirement age used to calculate the closing
present value of the defined benefit
obligation
years of credited
service at the
presumed retirement
age
27
interest on the present value of the defined benefit obligation at the start of the
most recently completed financial year.
(8) In column (g), disclose the present value of the defined benefit obligation at the
end of the most recently completed financial year.
5.2 Defined contribution plans table
(1) Complete this table for all pension plans that provide for payments or benefits at,
following or in connection with retirement, excluding defined benefit plans. For
all disclosure in this table, use the same assumptions and methods used for
financial statement reporting purposes under the accounting principles used to
prepare the company’s financial statements, as permitted by National Instrument
52-107 Acceptable Accounting Principles and Auditing Standards.
Name
(a)
Accumulated value
at start of year
($)
(b)
Compensatory
($)
(c)
Accumulated value at year
end
($)
(d)
CEO
CFO
A
B
C
(2) In column (c), disclose the employer contribution and above-market or
preferential earnings credited on employer and employee contributions. Above-
market or preferential earnings applies to non-registered plans and means a rate
greater than the rate ordinarily paid by the company or its subsidiary on securities
or other obligations having the same or similar features issued to third parties.
(3) [Repealed]
(4) In column (d), disclose the accumulated value at the end of the most recently
completed financial year.
Commentary
1. For pension plans that provide the maximum of: (i) the value of a defined
benefit pension; and (ii) the accumulated value of a defined contribution
pension, companies should disclose the global value of the pension plan in
the defined benefit plans table under section 5.1.
For pension plans that provide the sum of a defined benefit component
and a defined contribution component, companies should disclose the
respective components of the pension plan. The defined benefit component
28
should be disclosed in the defined benefit plans table under section 5.1
and the defined contribution component should be disclosed in the defined
contribution plans table under section 5.2.
2. Any contributions by the company or a subsidiary of the company to a
personal savings plan like a registered retirement savings plan made on
behalf of the NEO must still be disclosed in column (h) of the summary
compensation table, as required by paragraph 3.1(10)(i).
5.3 Narrative discussion
Describe and explain for each retirement plan in which an NEO participates, any
significant factors necessary to understand the information disclosed in the
defined benefit plan table in section 5.1 and the defined contribution plan table in
section 5.2.
Commentary
Significant factors described in the narrative required by section 5.3 will vary, but
may include:
• the significant terms and conditions of payments and benefits available
under the plan, including the plan’s normal and early retirement payment,
benefit formula, contribution formula, calculation of interest credited
under the defined contribution plan and eligibility standards;
• provisions for early retirement, if applicable, including the name of the
NEO and the plan, the early retirement payment and benefit formula and
eligibility standards. Early retirement means retirement before the normal
retirement age as defined in the plan or otherwise available under the
plan;
• the specific elements of compensation (e.g., salary, bonus) included in
applying the payment and benefit formula. If a company provides this
information, identify each element separately; and
• company policies on topics such as granting extra years of credited
service, including an explanation of who these arrangements relate to and
why they are considered appropriate.
5.4 Deferred compensation plans
Describe the significant terms of any deferred compensation plan relating to each
NEO, including:
29
(a) the types of compensation that can be deferred and any limitations on the
extent to which deferral is permitted (by percentage of compensation or
otherwise);
(b) significant terms of payouts, withdrawals and other distributions; and
(c) measures for calculating interest or other earnings, how and when these
measures may be changed, and whether an NEO or the company chose
these measures. Quantify these measures wherever possible.
ITEM 6 – TERMINATION AND CHANGE OF CONTROL BENEFITS
6.1 Termination and change of control benefits
(1) For each contract, agreement, plan or arrangement that provides for payments to
an NEO at, following or in connection with any termination (whether voluntary,
involuntary or constructive), resignation, retirement, a change in control of the
company or a change in an NEO’s responsibilities, describe, explain, and where
appropriate, quantify the following items:
(a) the circumstances that trigger payments or the provision of other benefits,
including perquisites and pension plan benefits;
(b) the estimated incremental payments, payables, and benefits that are
triggered by, or result from, each circumstance, including timing, duration
and who provides the payments and benefits;
(c) how the payment and benefit levels are determined under the various
circumstances that trigger payments or provision of benefits;
(d) any significant conditions or obligations that apply to receiving payments
or benefits. This includes but is not limited to, non-compete, non-
solicitation, non-disparagement or confidentiality agreements. Include the
term of these agreements and provisions for waiver or breach; and
(e) any other significant factors for each written contract, agreement, plan or
arrangement.
(2) Disclose the estimated incremental payments, payables, and benefits even if it is
uncertain what amounts might be paid in given circumstances under the various
plans and arrangements, assuming that the triggering event took place on the last
business day of the company’s most recently completed financial year. For
valuing share-based awards or option-based awards, use the closing market price
of the company’s securities on that date.
30
If the company is unsure about the provision or amount of payments or benefits,
make a reasonable estimate (or a reasonable estimate of the range of amounts) and
disclose the significant assumptions underlying these estimates.
(3) Despite subsection (1), the company is not required to disclose the following:
(a) Perquisites and other personal benefits if the aggregate of this
compensation is less than $50,000. State the individual perquisites and
personal benefits as required by paragraph 3.1(10)(a).
(b) Information about possible termination scenarios for an NEO whose
employment terminated in the past year. The company must only disclose
the consequences of the actual termination.
(c) Information in respect of a scenario described in subsection (1) if there
will be no incremental payments, payables, and benefits that are triggered
by, or result from, that scenario.
Commentary
1. Subsection (1) does not require the company to disclose notice of
termination without cause, or compensation in lieu thereof, which are
implied as a term of an employment contract under common law or civil
law.
2. Item 6 applies to changes of control regardless of whether the change of
control results in termination of employment.
3. Generally, there will be no incremental payments, payables, and benefits
that are triggered by, or result from, a scenario described in subsection
(1) for compensation that has been reported in the summary compensation
table for the most recently completed financial year or for a financial year
before the most recently completed financial year.
If the vesting or payout of the previously reported compensation is
accelerated, or a performance goal or similar condition in respect of the
previously reported compensation is waived, as a result of a scenario
described in subsection (1), the incremental payments, payables, and
benefits should include the value of the accelerated benefit or of the
waiver of the performance goal or similar condition.
4. A company may disclose estimated incremental payments, payables and
benefits that are triggered by, or result from, a scenario described in
subsection (1), in a tabular format.
31
ITEM 7 – DIRECTOR COMPENSATION
7.1 Director compensation table
(1) Complete this table for all amounts of compensation provided to the directors for
the company’s most recently completed financial year.
Name
(a)
Fees
earned
($)
(b)
Share-
based
awards
($)
(c)
Option-
based
awards
($)
(d)
Non-equity
incentive plan
compensation
($)
(e)
Pension
value ($)
(f)
All other
compensation
($)
(g)
Total
($)
(h)
A
B
C
D
E
(2) All forms of compensation must be included in this table.
(3) Complete each column in the manner required for the corresponding column in
the summary compensation table in section 3.1, in accordance with the
requirements of Item 3, as supplemented by the commentary to Item 3, except as
follows:
(a) In column (a), do not include a director who is also an NEO if his or her
compensation for service as a director is fully reflected in the summary
compensation table and elsewhere in this form. If an NEO is also a
director who receives compensation for his or her services as a director,
reflect the director compensation in the summary compensation table
required by section 3.1 and provide a footnote to this table indicating that
the relevant disclosure has been provided under section 3.4.
(b) In column (b), include all fees awarded, earned, paid, or payable in cash
for services as a director, including annual retainer fees, committee, chair,
and meeting fees.
(c) In column (g), include all compensation paid, payable, awarded, granted,
given, or otherwise provided, directly or indirectly, by the company, or a
subsidiary of the company, to a director in any capacity, under any other
arrangement. This includes, for greater certainty, all plan and non-plan
compensation, direct and indirect pay, remuneration, economic or
financial award, reward, benefit, gift or perquisite paid, payable, awarded,
granted, given, or otherwise provided to the director for services provided,
directly or indirectly, to the company or a subsidiary of the company. In a
32
footnote to the table, disclose these amounts and describe the nature of the
services provided by the director that are associated with these amounts.
(d) In column (g), include programs where the company agrees to make
donations to one or more charitable institutions in a director’s name,
payable currently or upon a designated event such as the retirement or
death of the director. Include a footnote to the table disclosing the total
dollar amount payable under the program.
7.2 Narrative discussion
Describe and explain any factors necessary to understand the director
compensation disclosed in section 7.1.
Commentary
Significant factors described in the narrative required by section 7.2 will vary, but
may include:
• disclosure for each director who served in that capacity for any part of the
most recently completed financial year;
• standard compensation arrangements, such as fees for retainer, committee
service, service as chair of the board or a committee, and meeting
attendance;
• any compensation arrangements for a director that are different from the
standard arrangements, including the name of the director and a
description of the terms of the arrangement; and
• any matters discussed in the compensation discussion and analysis that do
not apply to directors in the same way that they apply to NEOs such as
practices for granting option-based awards.
7.3 Share-based awards, option-based awards and non-equity incentive plan
compensation
Provide the same disclosure for directors that is required under Item 4 for NEOs.
ITEM 8 – COMPANIES REPORTING IN THE UNITED STATES
8.1 Companies reporting in the United States
(1) Except as provided in subsection (2), SEC issuers may satisfy the requirements of
this form by providing the information they are required to disclose in the United
33
States under Item 402 “Executive compensation” of Regulation S-K under the
1934 Act.
(2) Subsection (1) does not apply to a company that, as a foreign private issuer,
satisfies Item 402 of Regulation S-K by providing the information required by
Items 6.B “Compensation” and 6.E.2 “Share Ownership” of Form 20-F under the
1934 Act.
ITEM 9 – EFFECTIVE DATE AND TRANSITION
9.1 Effective date
(1) This form comes into force on December 31, 2008.
(2) This form applies to a company in respect of a financial year ending on or after
December 31, 2008.
9.2 Transition
(1) The form entitled Form 51-102F6 Statement of Executive Compensation, which
came into force on March 30, 2004, as amended,
(a) does not apply to a company in respect of a financial year ending on or
after December 31, 2008, and
(b) for greater certainty, applies to a company that is required to prepare and
file executive compensation disclosure because
(i) the company is sending an information circular to a securityholder
under paragraph 9.1(2)(a) of National Instrument 51-102
Continuous Disclosure Obligations, the information circular
includes the disclosure required by Item 8 of Form 51-102F5, and
the information circular is in respect of a financial year ending
before December 31, 2008, or
(ii) the company is filing an AIF that includes the disclosure required
by Item 8 of Form 51-102F5, in accordance with Item 18 of Form
51-102F2, and the AIF is in respect of a financial year ending
before December 31, 2008.
(2) A company that is required to prepare and file executive compensation disclosure
for a reason set out in paragraph (1)(b) may satisfy that requirement by preparing
and filing the disclosure required by this form.
