Bill 230 2007

An Act to amend the Business Corporations Act to provide protections against executive compensation abuse

Note: This Act amends the Business Corporations Act.  For the legislative history of the Act, see Public Statutes – Detailed Legislative History on www.e-Laws.gov.on.ca.

Her Majesty, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows:

   1.  The Business Corporations Act is amended by adding the following section:

Vote on executive compensation

   99.1  (1)  At each annual meeting of shareholders of an offering corporation, the shareholders entitled to vote at the meeting shall vote on whether they are satisfied with the information contained in the Ontario Securities Commission document entitled "Statement of Executive Compensation", Form 51-102F6, as amended from time to time, or its equivalent.

Remuneration fixed by shareholders

   (2)  If a majority of the shareholders are not satisfied with the information contained in the form, the shareholders entitled to vote at the meeting may, by ordinary resolution, fix the remuneration of the persons whose compensation was included in the document referred to in subsection (1).

Repayment of remuneration fixed by shareholders

   (3)  The shareholders entitled to vote at a meeting may, by ordinary resolution, fix the amount to be paid back by a person under section 137.1.

   2.  The Act is amended by adding the following section:

Remuneration of directors

   137.1  Despite section 137, if a person whose compensation is included in the document referred to in subsection 99.1 (1) does not meet any job performance standards to which their compensation, or any part of it, is related, the person shall repay to the corporation such portion of their compensation as is determined by a resolution under subsection 99.1 (3).

Commencement

   3.  This Act comes into force on the day it receives Royal Assent.

Short title

   4.  The short title of this Act is the Conrad Black Executive Compensation Abuse Act, 2007.

EXPLANATORY NOTE

The Business Corporations Act is amended to add provisions respecting compensation of executives. Provisions are added requiring that a vote on executive compensation be held at every annual meeting of shareholders of a company that offers securities to the public. The Act is also amended to provide that if certain executives do not meet any job performance standards to which their compensation is related, they must pay back a portion of their compensation.