REGULATORY AUTHORITY - COMPENSATION DISCLOSURE

Definitions 1. In this Regulation, “compensation” means anything paid or provided, directly or indirectly, to or for the benefit of a person who performs duties and functions that entitle the person to be paid, and includes salary, benefits, perquisites and all forms of non-discretionary and discretionary payments; (“rémunération”) “long-term incentives” means compensation tied to the achievement of a long-term individual or corporate performance target that is payable after a performance period of longer than one year; (“incitatifs à long terme”) “pension contributions” means contributions made by an employer on behalf of plan members to a defined contribution plan; (“cotisations à un régime de retraite”) “reported year” means the year in respect of which a record is required to be made available under section 2; (“année de divulgation”) “short-term incentives” means compensation tied to the achievement of an individual or corporate performance target that was achieved during the reported year, even if the compensation is payable at a later date. (“incitatifs à court terme”) Public information 2. Not later than March 31 in each year, the regulatory authority shall make available to the public, (a) the information listed in section 3 relating to the annual compensation that the regulatory authority paid or provided to each individual who held the position of chair, vice-chair or who was a member of the board of directors in the previous year; (b) the information listed in section 4 relating to the annual compensation that the regulatory authority paid or provided to each individual who held a position set out in paragraph 1 of subsection 4 (2) in the previous year; (c) with respect to the information set out in Column 1 of the table required under section 4, the title of each type of position within Classes 3, 4 and 5 as set out in paragraph 1 of subsection 4 (2); and (d) with respect to the information set out in Column 4 of the table required under section 4, an explanation of how the pension contributions were calculated. Compensation table — chair, vice-chair, member of board of directors 3. (1) For the purpose of clause 2 (a), the information set out in subsection (2) shall be published on the regulatory authority’s website in a table with the following column headings: 1. Column 1: Position. 2. Column 2: Number. 3. Column 3: Annual retainer. 4. Column 4: Per diem remuneration. 5. Column 5: Total compensation earned. 6. Column 6: Fraction of the year the position was held. (2) The following information shall be set out in the table required under subsection (1): 1. Under Column 1 of the table, an indication of which of the following positions the individual last held in the reported year: i. Chair. ii. Vice-Chair. iii. Member of the board of directors. 2. Under Column 2 of the table, the number determined in accordance with paragraph 3 of subsection (3). 3. Under Column 3 of the table, the total dollar amount paid to the individual as a retainer for the reported year. 4. Under Column 4 of the table, the total dollar amount paid to the individual as remuneration on a per diem basis for the reported year. 5. Under Column 5 of the table, the total of the amounts required to be reported under paragraphs 3 and 4. 6. Under Column 6 of the table, for any individual who held a position listed in paragraph 1 for only part of the reported year, an indication of the fraction of the year that the individual held the position, expressed as a decimal number rounded to one decimal place. (3) The following rules apply with respect to setting out information in the table required under subsection (1): 1. List each individual who held a position set out in paragraph 1 of subsection (2) only once in the table. If an individual held a position set out in paragraph 1 of subsection (2) and a position set out in paragraph 1 of subsection 4 (2), list the individual in the table required under this section and not in the table required under section 4. 2. Group together all individuals who held the same type of position set out in paragraph 1 of subsection (2). 3. Assign a number to each individual, beginning with the number “1” for the first individual listed in the group and assign the next consecutive number in ascending order for each of the remaining individuals in the group and indicate each number in Column 2 of the table. 4. Indicate the sum of the numbers in Columns 3, 4 and 5 of the table at the bottom of each column. Compensation table, other positions 4. (1) For the purpose of clause 2 (b), the information set out in subsection (2) shall be published on the regulatory authority’s website in a table with the following column headings: 1. Column 1: Class of position. 2. Column 2: Number. 3. Column 3: Cash compensation. 4. Column 4: Pension and other compensation. 5. Column 5: Total compensation earned. 6. Column 6: Value of long-term incentives granted. 7. Column 7: Fraction of the year the position was held. (2) The following information shall be set out in the table required under subsection (1): 1. Under Column 1 of the table, an indication of the class of the position that the individual last held in the reported year based on the following classes: i. Class 1 — position of President or Chief Executive Officer. ii. Class 2 — position of Chief Operating Officer. iii. Class 3 — position of Senior Vice-President. iv. Class 4 — position of Vice-President. v. Class 5 — position of Assistant Vice-President, registrar, deputy registrar, Director as defined in subsection 1 (1) of the Act, Deputy Director or any other office of an officer, within the meaning of subsection 1 (1) of the Act, not listed in subparagraphs i to iv. 2. Under Column 2 of the table, the number determined in accordance with paragraph 3 of subsection (3). 3. Under Column 3 of the table, the total dollar amount of base salary and cash-based short-term incentives paid to the individual in respect of the reported year. 4. Under Column 4 of the table, the total dollar amount of, i. pension contributions made in the reported year in respect of the individual, and ii. all other compensation paid or provided in the reported year by the regulatory authority in respect of the individual that is not otherwise referred to in paragraph 3. 5. Under Column 5 of the table, the total of the amounts required to be reported under paragraphs 3 and 4. 6. Under Column 6 of the table, the total dollar amount of all unvested long-term incentives granted in the reported year by the regulatory authority in respect of the individual. The total dollar amount is based on the fair value on the date the unvested long-term inventive was granted. 7. Under Column 7 of the table, for any individual who held a position listed in paragraph 1 for only part of the reported year, an indication of the fraction of the year that the individual held the position, expressed as a decimal number rounded to one decimal place. (3) The following rules apply with respect to setting out information in the table required under subsection (1): 1. List each individual who held a position set out in paragraph 1 of subsection (2) only once in the table. If an individual held a position set out in paragraph 1 of subsection (2) and a position set out in paragraph 1 of subsection 3 (2), list the individual in the table required under section 3 and not in the table required under this section. 2. Group together all individuals who held positions of the same class set out in paragraph 1 of subsection (2). 3. Assign a number to each individual, beginning with the number “1” for the first individual listed in the group and assign the next consecutive number in ascending order for each of the remaining individuals in the group and indicate each number in Column 2 of the table. 4. Indicate the sum of the numbers in Columns 3 to 6 of the table at the bottom of each column. Other compensation 5. Without limiting the generality of paragraph 4 of subsection 4 (2), other compensation includes, (a) perquisites, including property or other personal benefits, provided to the individual that is not generally available to all employees; (b) flexible benefit allowances provided to each individual, including amounts associated with health benefits; and (c) incremental payments, payables or benefits paid or provided to an individual in the reported year that were triggered by, or resulted from, (i) the individual’s termination, whether voluntary, involuntary or constructive, resignation or retirement, (ii) a change in the individual’s responsibilities, or (iii) a change of control of the regulatory authority. 6. Omitted (provides for coming into force of provisions of this Regulation).