46 • the aggregate amount of the compensation that was erroneously awarded to all current and former named executive officers that remains outstanding at the end of the last completed fiscal year; • any outstanding amounts due from any current or former executive officer for 180 days or more, separately identified for each named executive officer; and • if recovery would be impracticable, the amount of recovery forgone and a brief description of the reason the issuer decided in each case not to pursue recovery. Amounts recovered pursuant to an issuer’s clawback policy must reduce the amount reported in the applicable compensation table column and the “total” column for the fiscal year in which the amount recovered initially was reported and must be identified by footnote. New checkboxes on the cover pages of Form 10-K, Form 20-F and Form 40-F require issuers to indicate separately (a) whether the financial statements included in the filing reflect correction of errors to previously issued financial statements, and (b) whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the issuer’s executive officers during the relevant recovery period. As indicated further below, issuers are not required to mark the check boxes in 2023 before the deadline requiring the adoption of a clawback policy and compliance with the applicable listing standards. Which officers are covered under the new rules? The rules apply to all current or former “executive officers.” The clawback recovery is not limited to the issuer’s top five “named executive officers.” “Executive officers” includes the issuer’s president, principal financial officer, principal accounting officer (“PAO”) or controller if there is no PAO, any VP of the issuer in charge of a principal business unit, division or function (e.g., sales, administration or finance), any other officer who performs a policymaking function, or any other person who performs similar policy-making functions for the issuer. The rules do not require recovery of incentive-based compensation in circumstances where (i) the compensation was received by a person before
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