THE provincial securities regulators in Canada have decided to copy their U.S. counterparts by beefing up their disclosure requirements for executive pay.
The notice and request for comments on the proposed rules, posted here (PDF 185 KB, 34 pages), outline what is almost an exact replica of the new U.S. Securities and Exchange Commission rules that are right now making their way into companies’ proxy statements.
Except for one very noticeable difference. I searched the PDF for a few important terms that are prominent in the U.S. rules and here’s what I found:
- Mentions of the term “Plain English”: zero
- Mentions of “Plain Language”: zero
- Mentions of “Plain”: zero
Searching for mentions of the words “understandable,” “easy,” “language” and “writing” also yielded nothing relevant to ensuring that the disclosures will be readable.
Now, I’ll admit, there may be some obscure reference to a requirement by way of incorporation of some other “multi-lateral instrument” or “national instrument,” but I can’t find it.
Yes, these are proposals and there’s a request for comment. But given the fact that someone must have purposefully deleted the plain English parts of the U.S. rules when they “Canadianized” them, I think it speaks volumes about where the Canadian regulators’ heads are at.
This is a perfect example of regulators writing rules for themselves and their law firm buddies instead of for investors. — Dominic Jones