The Canadian Securities Administrators has issued a notice to issuers who may be looking to ramp up executive compensation disclosure.

The notice says that regulators understand that a number of issuers are presently considering providing enhanced disclosure on retirement benefits payable to executives that goes beyond that which is mandated by current securities law requirements. The purpose of the notice is to provide guidance from CSA staff to issuers that choose to broaden their disclosure.

It notes that some issuers are considering disclosing additional information on the value of retirement benefit plans, such as supplementary pension plans granted to senior executives. Additional disclosure could include, among other information: the total retirement benefit liability of the issuer associated with each executive; the total service costs in respect of the plan during the past year; and, the estimated annual benefits payable on retirement to specific executives.

While this disclosure is not technically required, it says should companies choose to provide this additional disclosure, it is important that the disclosure specify: that these are estimated amounts based on assumptions, which represent contractual entitlements that may change over time; that the method used to determine any estimated amounts will not be identical to the method used by other issuers and as a result the figures may not be directly comparable across companies; and, the key assumptions, including retirement dates, vesting, increases in compensation, interest rates and whether employee contributions are included in estimated figures for benefits or liabilities and how they are taken into account.

“Additional information on executive pensions is likely to be most useful to investors if it is clearly identified and is included with the issuer’s other disclosure on executive compensation, contained in the issuer’s proxy circular,” it notes.

The CSA adds that it will continue to monitor developments in this area, “and may decide in the future that amendments to executive compensation disclosure requirements are warranted.”

“The complexity of compensation mechanisms has grown steadily in recent years, making it more difficult for investors to understand what executives are paid and how that compensation is determined,” said John Hughes of the Corporate Finance Branch at the Ontario Securities Commission, in a release.  “We understand that a number of issuers are considering providing enhanced disclosure on retirement benefits and we encourage these issuers to consider how to provide this disclosure in a clear and transparent way.”

CSA Staff Notice 51-314 – Retirement Benefits Disclosure is available on several CSA members’ web sites, except British Columbia, which is not participating in the notice.