Timely Disclosure

Timely Disclosure

Updates and Commentary on Current issues in M&A, Corporate Finance and Capital Markets

Category Archives: Executive Compensation

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A Radical Shift to Say-On-Pay under OBCA’s Bill 101

Posted in Corporate Governance, Executive Compensation, Say-on-Pay
Shareholder Control over Executive Compensation under Bill 101 Bill 101, An Act to Amend the Business Corporations Act (Bill 101), proposes a number of updates to the Ontario Business Corporations Act (OBCA). Introduced as a private member’s bill in early March, Bill 101 aims to shift power to shareholders through amendments in areas such as… Continue Reading

Summary of the BDO 2016 Survey of CEO/CFO Compensation Practices at Mid-Market Public Companies

Posted in Continuous Disclosure, Executive Compensation
Method In November of 2016, BDO USA LLP released a survey of the chief executive officer (CEO) and chief financial officer (CFO) compensation practices at 600 mid-market public companies in the United States. Data collected from proxy statements filed between April 2015 and March 2016 was analyzed in the aggregate and categorically by the five… Continue Reading

Proposed Amendments to TSX Company Manual

Posted in Continuous Disclosure, Disclosure, Executive Compensation, Stock Exchanges, TSX
At the end of May 2016, the TSX published for comment proposed amendments to the TSX Company Manual (Company Manual) 1) introducing website disclosure requirements for TSX-listed issuers; and 2) amending disclosure requirements regarding securities-based compensation arrangements (Arrangement) including the introduction of Form 15 – Disclosure of Security-Based Compensation Arrangements. Website disclosure The TSX is… Continue Reading

Women’s roles on boards and in executive officer positions – Canadian Disclosure Regime

Posted in Continuous Disclosure, CSA, Executive Compensation, Securities Regulatory Authorities
Women’s roles on boards of directors and in executive officer positions has been an important topic of discussion in Canada and globally as well over several years. Recently, steps have been taken to require more disclosure and information from certain larger public companies based in Canada. This is to give potential investors more information about… Continue Reading

Higher Taxes for Senior Executives and Stock Options in Canada

Posted in Capital Markets, Executive Compensation, Securities
Senior executives in Canada will pay higher taxes when the new federal government implements the Liberal campaign platform. The platform calls for the federal personal income tax rate to be reduced for taxable income between $44,701 and $89,400 and to be increased for taxable income over $200,000.  After adding provincial tax, the top combined personal… Continue Reading

New Venture Issuer Disclosure

Posted in Continuous Disclosure, Corporate Governance, CSA, Directors and Officers, Executive Compensation, Mining, Securities Regulatory Authorities
On May 22, 2014 the Canadian Securities Administrators (CSA) published, for a 90 day comment period, proposed amendments to National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102), National Instrument 41-101 General Prospectus Requirements (NI 41-101) and National Instrument 52-110 Audit Committees (NI 52-110) (collectively, the Proposed Amendments). In July 2011 and September 2012, the CSA… Continue Reading

2014 Updates to Canadian Proxy Advisory Guidelines

Posted in Contested Situations, Corporate Governance, Executive Compensation, Mergers and Acquisitions, Proxy Contests, Proxy Voting
Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis) have both released updates to their Canadian proxy voting recommendation guidelines for the 2014 proxy season. Glass Lewis released its updates on December 13, 2013 and ISS released its updates on November 21, 2013. The items updated include those pertaining to corporate governance standards,… Continue Reading