Insights

UPDATE: Draft Legislation Released Changing Tax Treatment of Stock Options Effective January 1, 2020

On June 17, the federal government released draft legislative language to implement the proposed changes to the taxation of stock options in Canada, as introduced in the 2019 Budget in March.

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The budget proposed to eliminate the preferential tax treatment of stock options, above an annual $200,000 face value, for large, long-established, mature firms. (See Meridian’s update here for details of the original proposal.) The highlights of the implementation language include:…

2019 Federal Budget: Changes to Tax Treatment of Stock Options

One of the proposed legislative changes in the Liberal government’s 2019 Federal Budget directly affects executive compensation.

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The government has proposed to limit the preferred tax treatment for stock options. Currently options are eligible for a deduction the effect of which is to tax them at one-half the ordinary income tax rate (similar to capital gains treatment).…

Treasury, Cash Settled and Market Purchase Share Unit Plans

Meridian explains alternatives for settling share unit plans, as well as proposed changes to the TSX Company Manual.

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The structure of a share unit plan and how a share unit is settled can have a significant impact on its taxation and accounting treatment. This update: Considers three alternative share unit plans that are generally used in Canada and…

Updates to ISS & Glass Lewis Compensation & Related Policies

Policy changes have implications for both equity plan voting and director over-boarding.

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ISS has changed its methodology for assessing treasury-based incentive plans with effect in 2016. In addition, both ISS and Glass Lewis have changed their standards for director “over-boarding” with effect in 2017. Equity Plan Voting As expected, ISS is introducing…

Tracking Dodd-Frank

Meridian examines the progression of Dodd-Frank legislation from the Canadian perspective.

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Although the Dodd-Frank Act rules do not apply to most Canadian companies, we watch the slow progress of the regulations with interest as many Canadian companies follow these executive compensation rules as a matter of good compensation governance. Over the…

Thinking Like an Activist—The Benefits of Looking at Executive Compensation Programs through a Critical Lens

Looking at your executive compensation program from an activist perspective will help you assess how likely it is your company will have to deal with activist investors.

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The significant increase in shareholder activism has many companies and compensation committees playing defense. While the specter of activist interest is generally viewed with concern, looking at your executive compensation programs from the perspective of an activist investor can focus…

Term Limits and Board Diversity: Developing Policies that Work

In January, 2014, the Ontario Securities Commission proposed disclosure rules that will require TSX-listed issuers in Ontario to annually disclose the combination of term limits and gender diversity

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In January, 2014, the Ontario Securities Commission (OSC) published proposed disclosure rules that will require TSX-listed issuers in Ontario to annually disclose: Any policies they have regarding the representation of women on the board (and other details respecting women on…

Engaging Shareholders

Why, When and How to Talk to Shareholders about Executive Compensation

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Shareholder engagement is on the rise in Canada due in large part to: The steadily increasing voluntary adoption of say on pay in Canada—in 2013 80% of the S&P/TSX 60 companies and 130 Canadian companies had say on pay advisory…

Satisfying Your Shareholders

Understanding How Institutional Shareholder Services (ISS) Evaluates Pay for Performance

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For TSX Composite Index companies, ISS will recommend voting “against” say on pay, “withhold” on directors, and/or “against” an equity plan proposal if: There is significant misalignment between CEO pay and company performance, The company has problematic pay practices, or…

Holiday Highlights

10 Of the Biggest Executive Compensation Stories From 2013

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2013 was a busy year for executive compensation in Canada. Here are 10 highlights from this year: 1. Pay for Performance Continues to be a Primary Focus of Compensation Committees Committees are becoming more engaged in aligning pay for performance…

Staying Fresh

It May be Time to Take a Look at Your Proxy Disclosure

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Developments in executive compensation continue at a strong pace. Whether driven by regulation, the competitive talent market or the evolution of strong governance process, these developments find their way into the proxy circular in some form. Public companies have been…

New Limits Will Affect Director Compensation

DSUs Require Canadian Directors to Hold Their Equity Until Retirement

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Equity is an increasingly important component of director compensation and is designed to create alignment with shareholders and deliver competitive pay. A combination of good governance practices and limitations imposed on deferred share units (DSUs) under the Canadian Income Tax…

Board Leadership at Canadian Companies

The 4 Types of Leadership Structures and What They Mean For a Firm

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Board Leadership Structures There are four types of Board leadership structures at Canadian public companies: CEO Chair—The CEO also serves as the Chair of the Board, generally for no additional compensation. This combination of roles is uncommon among large Canadian…

CCGG Releases New Executive Compensation Principles

The 6 new Principles Represent Best Practices for Canadian Institutional Shareholders

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The Canadian Coalition for Good Governance (CCGG) has released its new executive compensation principles. The CCGG represents Canadian institutional shareholders who manage almost $2 trillion of assets on behalf of major shareholders and is viewed as a leader in promoting…