SEC Info℠  
    Home      Search      My Interests      Help      Sign In      Please Sign In

North American Construction Group Ltd. – ‘40-F’ for 12/31/23 – ‘EX-97’

On:  Wednesday, 3/13/24, at 5:14pm ET   ·   For:  12/31/23   ·   Accession #:  1368519-24-5   ·   File #:  1-33161

Previous ‘40-F’:  ‘40-F’ on 2/15/23 for 12/31/22   ·   Latest ‘40-F’:  This Filing

Find Words in Filings emoji
 		  in    Show  and   ↓Hints

  As Of               Filer                 Filing    For·On·As Docs:Size

 3/13/24  North American Construction … Ltd 40-F       12/31/23  135:16M

Annual Report by a Canadian Issuer   —   Form 40-F   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 40-F        Annual Report by a Canadian Issuer                  HTML    214K 
 2: EX-97       Clawback Policy re: Recovery of Erroneously         HTML     50K 
                Awarded Compensation                                             
 3: EX-99.1     Miscellaneous Exhibit                               HTML    266K 
 4: EX-99.2     Miscellaneous Exhibit                               HTML    409K 
 5: EX-99.3     Miscellaneous Exhibit                               HTML   1.32M 
 6: EX-99.4     Miscellaneous Exhibit                               HTML    958K 
 7: EX-99.5     Miscellaneous Exhibit                               HTML     36K 
 8: EX-99.6     Miscellaneous Exhibit                               HTML     38K 
 9: EX-99.7     Miscellaneous Exhibit                               HTML     38K 
10: EX-99.8     Miscellaneous Exhibit                               HTML     35K 
11: EX-99.9     Miscellaneous Exhibit                               HTML     35K 
17: R1          Cover                                               HTML     95K 
18: R2          Audit Information                                   HTML     39K 
19: R3          Consolidated Balance Sheets                         HTML    145K 
20: R4          Consolidated Balance Sheets (Parenthetical)         HTML     42K 
21: R5          Consolidated Statements of Operations and           HTML    114K 
                Comprehensive Income                                             
22: R6          Consolidated Statements of Changes in               HTML     71K 
                Shareholders' Equity                                             
23: R7          Consolidated Statements of Changes in               HTML     36K 
                Shareholders' Equity (Parenthetical)                             
24: R8          Consolidated Statements of Cash Flows               HTML    130K 
25: R9          Nature of operations                                HTML     37K 
26: R10         Significant accounting policies                     HTML    123K 
27: R11         Recent accounting pronouncements not yet adopted    HTML     48K 
28: R12         Accounts receivable                                 HTML     45K 
29: R13         Revenue                                             HTML     68K 
30: R14         Inventories                                         HTML     45K 
31: R15         Property, plant and equipment                       HTML     87K 
32: R16         Finance and operating leases                        HTML     94K 
33: R17         Investments in affiliates and joint ventures        HTML    152K 
34: R18         Other assets                                        HTML     45K 
35: R19         Income taxes                                        HTML     87K 
36: R20         Accrued liabilities                                 HTML     49K 
37: R21         Long-term debt                                      HTML     99K 
38: R22         Other long term obligations                         HTML     45K 
39: R23         Financial instruments and risk management           HTML    102K 
40: R24         Shares                                              HTML     88K 
41: R25         Segmented information                               HTML     97K 
42: R26         Cost of sales                                       HTML     45K 
43: R27         Interest expense, net                               HTML     47K 
44: R28         Stock-based compensation                            HTML     77K 
45: R29         Business acquisitions                               HTML     72K 
46: R30         Other information                                   HTML     78K 
47: R31         Comparative figures                                 HTML     36K 
48: R32         Contingencies                                       HTML     37K 
49: R33         Significant accounting policies (Policies)          HTML    178K 
50: R34         Significant accounting policies (Tables)            HTML    100K 
51: R35         Accounts receivable (Tables)                        HTML     45K 
52: R36         Revenue (Tables)                                    HTML     64K 
53: R37         Inventories (Tables)                                HTML     46K 
54: R38         Property, plant and equipment (Tables)              HTML     94K 
55: R39         Finance and operating leases (Tables)               HTML    103K 
56: R40         Investments in affiliates and joint ventures        HTML    166K 
                (Tables)                                                         
57: R41         Other assets (Tables)                               HTML     46K 
58: R42         Income taxes (Tables)                               HTML     88K 
59: R43         Accrued liabilities (Tables)                        HTML     49K 
60: R44         Long-term debt (Tables)                             HTML     90K 
61: R45         Other long term obligations (Tables)                HTML     44K 
62: R46         Financial instruments and risk management (Tables)  HTML    100K 
63: R47         Shares (Tables)                                     HTML     84K 
64: R48         Segmented information (Tables)                      HTML     97K 
65: R49         Cost of sales (Tables)                              HTML     45K 
66: R50         Interest expense net (Tables)                       HTML     47K 
67: R51         Stock-based compensation (Tables)                   HTML     81K 
68: R52         Business acquisitions (Tables)                      HTML     86K 
69: R53         Other information (Tables)                          HTML     80K 
70: R54         Significant accounting policies - Narrative         HTML     46K 
                (Details)                                                        
71: R55         Significant accounting policies - Property, plant   HTML     59K 
                and equipment (Details)                                          
72: R56         Significant accounting policies - Intangible        HTML     40K 
                assets (Details)                                                 
73: R57         Significant accounting policies - Stock-based       HTML     55K 
                compensation (Details)                                           
74: R58         Significant accounting policies - Business          HTML     38K 
                combinations (Details)                                           
75: R59         Accounts receivable (Details)                       HTML     46K 
76: R60         Revenue - Disaggregation of revenue (Details)       HTML     61K 
77: R61         Revenue - Contract balances (Details)               HTML     45K 
78: R62         Revenue - Narrative (Details)                       HTML     50K 
79: R63         Revenue - Remaining performance obligations         HTML     40K 
                (Details)                                                        
80: R64         Inventories (Details)                               HTML     50K 
81: R65         Property. plant and equipment (Details)             HTML     85K 
82: R66         Finance and operating leases - Narrative (Details)  HTML     44K 
83: R67         Finance and operating leases - Minimum lease        HTML     92K 
                payments and receipts (Details)                                  
84: R68         Finance and operating leases - Lease expenses and   HTML     41K 
                income (Details)                                                 
85: R69         Finance and operating leases - Supplemental         HTML     45K 
                balance sheet information (Details)                              
86: R70         Investments in affiliates and joint ventures -      HTML     65K 
                Ownership Percentages (Details)                                  
87: R71         Investments in affiliates and joint ventures -      HTML     47K 
                Summary of Movement in Investments In Affiliates                 
                and Joint Ventures (Details)                                     
88: R72         Investments in affiliates and joint ventures -      HTML     67K 
                Narrative (Details)                                              
89: R73         Investments in affiliates and joint ventures -      HTML    108K 
                Balance Sheets (Details)                                         
90: R74         Investments in affiliates and joint ventures -      HTML     81K 
                Statements of Operations (Details)                               
91: R75         Investments in affiliates and joint ventures -      HTML     48K 
                Accounts Payable and Receivables from Joint                      
                Ventures and Affiliates (Details)                                
92: R76         Other assets - Schedule of other assets (Details)   HTML     50K 
93: R77         Income taxes - Expense (Benefit) (Details)          HTML     77K 
94: R78         Income taxes - Deferred tax assets and liabilities  HTML     68K 
                (Details)                                                        
95: R79         Income taxes - Narrative (Details)                  HTML     36K 
96: R80         Income taxes - Expiration of non-capital losses     HTML     56K 
                for income tax purposes (Details)                                
97: R81         Accrued liabilities (Details)                       HTML     57K 
98: R82         Long-term debt - Schedule of long term debt         HTML     68K 
                (Details)                                                        
99: R83         Long-term debt - Credit facility narrative          HTML     78K 
                (Details)                                                        
100: R84         Long-term debt - Convertible debentures (Details)   HTML     64K  
101: R85         Long-term debt - Equipment financing (Details)      HTML     52K  
102: R86         Long-term debt - Additions and payments of          HTML     59K  
                equipment financing (Details)                                    
103: R87         Long-term debt - Equipment financing narrative      HTML     52K  
                (Details)                                                        
104: R88         Long-term debt - Financing obligations (Details)    HTML     59K  
105: R89         Long-term debt - Promissory notes (Details)         HTML     49K  
106: R90         Long-term debt - Mortgage (Details)                 HTML     48K  
107: R91         Long-term debt - Deferred financing (Details)       HTML     40K  
108: R92         Other long-term obligations - Schedule of other     HTML     50K  
                long term obligations (Details)                                  
109: R93         Financial instruments and risk management -         HTML     51K  
                Financial instruments (Details)                                  
110: R94         Financial instruments and risk management -         HTML    101K  
                Contingent consideration, risk management,                       
                liquidity risk, market risk and credit risk                      
                (Details)                                                        
111: R95         Financial instruments and risk management -         HTML     48K  
                Schedule of reconciliation of level 3 recurring                  
                fair value measurements (Details)                                
112: R96         Financial instruments and risk management -         HTML     51K  
                Maximum credit exposure (Details)                                
113: R97         Financial instruments and risk management - Trade   HTML     51K  
                receivables (Details)                                            
114: R98         Shares - Common shares (Details)                    HTML     55K  
115: R99         Shares - Net income per share (Details)             HTML     90K  
116: R100        Shares - Share purchase program (Details)           HTML     54K  
117: R101        Shares - Dividends (Details)                        HTML     40K  
118: R102        Segmented information - Results by business         HTML     82K  
                segment (Details)                                                
119: R103        Segmented information - Schedule of                 HTML     69K  
                reconciliations (Details)                                        
120: R104        Segmented information - Schedule of revenue and     HTML     48K  
                long-lived assets, by geographical areas (Details)               
121: R105        Cost of sales (Details)                             HTML     49K  
122: R106        Interest expense net (Details)                      HTML     59K  
123: R107        Stock-based compensation - Stock-based              HTML     45K  
                compensation expenses (Details)                                  
124: R108        Stock-based compensation - Restricted share unit    HTML     91K  
                plan (Details)                                                   
125: R109        Stock-based compensation - Performance and          HTML    125K  
                deferred stock unit plan (Details)                               
126: R110        Business acquisitions - Narrative (Details)         HTML     85K  
127: R111        Business acquisitions - Total consideration paid    HTML     87K  
                for MacKellar and the fair values of assets                      
                acquired and liabilities assumed at acquisition                  
                date (Details)                                                   
128: R112        Business acquisitions - Schedule of unaudited pro   HTML     40K  
                forma information (Details)                                      
129: R113        Business acquisitions - Total consideration paid    HTML     65K  
                for ML Northern and fair value of assets and                     
                liabilities (Details)                                            
130: R114        Other information - Supplemental cash flow          HTML    124K  
                information and net change in non-cash working                   
                capital (Details)                                                
132: XML         IDEA XML File -- Filing Summary                      XML    241K  
135: XML         XBRL Instance -- noa-20231231_htm                    XML   3.11M  
131: EXCEL       IDEA Workbook of Financial Report Info              XLSX    241K  
13: EX-101.CAL  XBRL Calculations -- noa-20231231_cal                XML    398K 
14: EX-101.DEF  XBRL Definitions -- noa-20231231_def                 XML   1.14M 
15: EX-101.LAB  XBRL Labels -- noa-20231231_lab                      XML   2.37M 
16: EX-101.PRE  XBRL Presentations -- noa-20231231_pre               XML   1.67M 
12: EX-101.SCH  XBRL Schema -- noa-20231231                          XSD    317K 
133: JSON        XBRL Instance as JSON Data -- MetaLinks              687±  1.04M  
134: ZIP         XBRL Zipped Folder -- 0001368519-24-000005-xbrl      Zip    697K

‘EX-97’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

 C:   C: 
  Document  
Exhibit 97
image_0.jpg







EXECUTIVE COMPENSATION CLAW BACK












DATE OF ISSUE:December 2, 2015
VERSION NO.1.4
REVISION DATE:September 6, 2023


EXECUTIVE COMPENSATION CLAW BACK POLICY
1.Introduction
The Company recognizes the importance of ensuring that executive management is not able to personally profit by virtue of financial misstatements or errors in calculation of compensation, whether occurring innocently or as a result of ethical misconduct. This policy sets out the framework within which any claw back of executive compensation is to be carried out.
2.Objective
The objective of this policy is to provide a framework for the Company to claw back vested long-term and short-term incentive-based compensation of executive officers where such compensation has been calculated and paid on the basis of financial misstatements or other material errors that result in such executive officers being unjustly enriched, whether such misstatements or errors are innocent or are the result of intentional, dishonest behavior by those executive officers.
3.Definitions
In this policy:
3.1.“Awarded Compensation” has the meaning set out in Section 5.1;
3.2.“Board” means the board of directors of the Company;
3.3.“Company” means North American Construction Group Ltd.;
3.4.“Excess Compensation” has the meaning set out in Section 5.3;
3.5.“Executive Officer” means any officer or former officer of the Company
    who holds or who held the title of President, Chief Executive Officer, Chief
    Financial Officer, Chief Operating Officer or Vice-President;
3.6.“Misconduct” means fraud or other intentional illegal misconduct;
3.7.“Performance-based Compensation” means all bonuses and other
    incentive and equity compensation awarded to the Company’s Executive
    Officers, whether vested or unvested, the amount or payment of which,
    was calculated based wholly or in part on the application of objective
    performance criteria;
3.8.“Proper Compensation” has the meaning set out in Section 5.1;
4.Scope
This policy applies to all individuals who are Executive Officers of the Company on the date this policy is first adopted or who become Executive Officers after that date, whether or not they remain employed with the Company at the time a restatement occurs or recovery is sought.
5.Policy
5.1.In the event of:
(a)an error or omission in the Company’s financial results, or a failure
    to comply with any financial reporting requirement under
    applicable laws with respect to the Company’s financial results,
    either of which requires a restatement of those results (other than
    a restatement caused by a change in applicable accounting rules
Version No. 1.4
Page 1 of 3
September 6, 2023


    or interpretations);
(b)an error or omission in determining Performance-based
    Compensation; or
(c)an Executive Officer having engaged in Misconduct;

any of which has the result that Performance-based Compensation actually paid or awarded to any Executive Officer in any given period (the “Awarded Compensation”) was higher than it would have been if it was properly calculated without the error, omission or Misconduct (the “Proper Compensation”), the Board shall review such Awarded Compensation to determine if it was higher than the Proper Compensation.
5.2.The determination of whether Misconduct or an error or omission has
    occurred shall be made by the Board, acting reasonably and in good faith,
    upon completion of an internal investigation utilizing, at its discretion and
    if deemed necessary, qualified third-party financial and legal advisors. All
    costs of the Company incurred in connection with any internal
    investigation undertaken shall be borne by the Company. An affected
    Executive Officer may be permitted, but shall not be obligated, to
    participate in any investigation undertaken pursuant to this policy.
    Nothing contained in this policy shall require an Executive Officer or any
    other person to make any admission of wrongdoing or to voluntarily
    acknowledge or submit to a determination of Misconduct by the Board.
5.3.If the Board determines that the Awarded Compensation was higher than
    the Proper Compensation for any Executive Officer in any period, the
    Board shall, except as provided below, seek to recover from such
    Executive Officer for the benefit of the Company the difference between
    the Awarded Compensation and the Proper Compensation (such
    difference being the “Excess Compensation”), without regard to taxes
    paid. If Excess Compensation based on a restatement is not subject to
    simple mathematical calculation due to Performance-based
    Compensation being wholly or partly based on share price or total
    shareholder return, the Excess Compensation must be based on a
    reasonable estimate of the effect of the restatement on share price or
    total shareholder return.
5.4.The Board shall not seek recovery of Excess Compensation to the extent
    that:
(a)Performance-based Compensation at issue in relation to a
    restatement is in relation to a financial year that ended prior to the
    three (3) completed fiscal years immediately preceding the date
    that Company is required to prepare the applicable restatement,
    with such date being the earlier of: (a) the date the Board
    concludes or should have concluded that the Company is required
    to prepare such restatement, or (b) the date that a court, regulator
Version No. 1.4
Page 2 of 3
September 6, 2023


    or other legally authorized body directs the Company to prepare
    such restatement; or
(b)at least one of the following conditions is met and the
    Compensation Committee determines that recovery would be
    impractical:
(i)the direct expenses paid to a third party to assist in
    enforcing the recovery would exceed the amount to be
    recovered; or
(ii)the recovery would be in violation of applicable federal,
    state or provincial law.
5.5.Before the Board determines to seek recovery pursuant to this policy, it
    shall provide to any affected Executive Officer written notice and the
    opportunity to be heard, at a meeting of the Board (which may be in-
    person or telephone, as determined by the Board).
5.6.If the Board determines to seek a recovery pursuant to this policy, the
    Company shall make a written demand for repayment from the Executive
    Officer and, if the Executive Officer does not within a reasonable period
    tender repayment in response to such demand, the Company may deduct
    from any future amounts owing to the Executive Officer any amount of
    Excess Compensation not repaid, provided that such deductions shall be
    reasonable in the circumstances. Should the Company be unsuccessful in
    obtaining repayment from the Executive officer directly, the Company may
    seek a court order against the Executive Officer for the amount of such
    repayment. The Company shall be entitled to pursue all legal and other
    remedies at its disposal including, without limitation, cancelling or
    withholding vested, unvested and future compensation.
5.7.To the extent practicable and as permitted by law, including securities
    laws and stock exchange requirements pertaining to public disclosure,
    investigations and related findings under this policy shall be undertaken
    and treated in a confidential manner. Nothing contained in this policy
    shall derogate from an individual’s rights at law, nor shall it preclude or
    prevent the Company or any individual, including any Executive Officer to
    whom this policy may be applied, from taking such actions or pursuing
    such remedies to which they may be entitled, including, as appropriate
    and without limitation, applications for injunction.

Prepared By:

/s/ Jordan Slator

Vice-President and
General Counsel
Approved By:

/s/ Bryan Pinney

Lead Director
Date of Approval and Issue:

September 6, 2023
Version No. 1.4
Page 3 of 3
September 6, 2023

Dates Referenced Herein

This ‘40-F’ Filing    Date    Other Filings
Filed on:3/13/24None on these Dates
For Period end:12/31/23
9/6/23
12/2/15
 List all Filings 
↑Top
Filing Submission 0001368519-24-000005   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help — Sat., May 4, 2:43:45.1pm ET