Taking too long? Close loading screen.
Generating
National Instrument 51-102 Continuous Disclosure Obligations
Part 9 Proxy Solicitation and Information Circulars
Section 9.3.1

Content of Information Circular

(1) Subject to Item 8 of Form 51-102F5, if a reporting issuer is required to send an information circular to a securityholder under paragraph 9.1(2)(a), the issuer must

(a) disclose all compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the issuer, or a subsidiary of the issuer, 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, directly or indirectly, to the issuer or a subsidiary of the issuer, and

(b) include detail and discussion of the compensation, and the decision-making process relating to compensation, presented in such a way that it provides a reasonable person an understanding of

(i) how decisions about NEO and director compensation are made,

(ii) the compensation paid, made payable, awarded, granted, given or otherwise provided to each NEO and director, and

(iii) how specific NEO and director compensation relates to the overall stewardship and governance of the reporting issuer.

(2) The disclosure required under subsection (1) must be provided for the periods set out in and in accordance with Form 51-102F6 Statement of Executive Compensation.

(2.1) Despite subsection (2), a venture issuer may provide the disclosure required by subsection (1) for the periods set out in and in accordance with Form 51-102F6V Statement of Executive Compensation – Venture Issuers.

(2.2) The disclosure required under subsection (1) must be filed

(a) not later than 140 days after the end of the issuer’s most recently completed financial year, in the case of an issuer other than a venture issuer, or

(b) not later than 180 days after the end of the issuer’s most recently completed financial year, in the case of a venture issuer.

(3) For the purposes of this section, “NEO” and “plan” have the meaning ascribed to those terms in Form 51-102F6 Statement of Executive Compensation or, for a venture issuer relying on subsection (2.1), in Form 51-102F6V Statement of Executive Compensation – Venture Issuers.

(4) [Repealed]

(5) Subsection (2.2) applies to an issuer in respect of a financial year beginning on or after July 1, 2015.