Annual Report by a Canadian Issuer — Form 40-F — SEA’34
Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 40-F Annual Report by a Canadian Issuer HTML 121K
2: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 54K Awarded Compensation
3: EX-99.1 Miscellaneous Exhibit HTML 1.74M
4: EX-99.2 Miscellaneous Exhibit HTML 703K
5: EX-99.3 Miscellaneous Exhibit HTML 543K
6: EX-99.4 Miscellaneous Exhibit HTML 44K
7: EX-99.5 Miscellaneous Exhibit HTML 38K
8: EX-99.6 Miscellaneous Exhibit HTML 38K
14: R1 Cover Page HTML 98K
15: R2 Audit Information HTML 41K
16: R3 Consolidated Statements of Financial Position HTML 110K
17: R4 Consolidated Statements of Loss and Comprehensive HTML 128K
Income (Loss)
18: R5 Consolidated Statements of Changes in Equity HTML 86K
19: R6 Consolidated Statements of Cash Flows HTML 139K
20: R7 Reporting entity HTML 39K
21: R8 Basis of preparation HTML 45K
22: R9 Changes in accounting policies HTML 39K
23: R10 Material accounting policies HTML 111K
24: R11 Critical judgments in applying accounting policies HTML 52K
and key sources of estimation uncertainty
25: R12 Recent accounting pronouncements and future HTML 43K
accounting policy changes
26: R13 Discontinued operations HTML 79K
27: R14 Trade and other receivables HTML 48K
28: R15 Inventories HTML 45K
29: R16 Property, plant and equipment HTML 191K
30: R17 Intangible assets HTML 57K
31: R18 Goodwill HTML 40K
32: R19 Equity-accounted Investments HTML 71K
33: R20 Long-term financial investments HTML 72K
34: R21 Bank facilities HTML 41K
35: R22 Trade and other payables HTML 44K
36: R23 Deferred revenue HTML 44K
37: R24 Provisions HTML 73K
38: R25 Lease liability HTML 56K
39: R26 Other non-current liabilities and employee future HTML 169K
benefits
40: R27 Equity HTML 94K
41: R28 Commitments and contingencies HTML 42K
42: R29 Disaggregation of revenue HTML 56K
43: R30 Personnel expenses HTML 43K
44: R31 Other operating expense HTML 45K
45: R32 Finance income and expense HTML 46K
46: R33 Impairment charges on property, plant, and HTML 40K
equipment
47: R34 Income taxes HTML 84K
48: R35 Related party transactions HTML 56K
49: R36 Supplemental disclosure of cash flow information HTML 41K
50: R37 Operating segments HTML 64K
51: R38 Financial instruments HTML 64K
52: R39 Material accounting policies (Policies) HTML 130K
53: R40 Material accounting policies (Tables) HTML 221K
54: R41 Discontinued operations (Tables) HTML 83K
55: R42 Trade and other receivables (Tables) HTML 55K
56: R43 Inventories (Tables) HTML 44K
57: R44 Property, plant and equipment (Tables) HTML 198K
58: R45 Intangible assets (Tables) HTML 79K
59: R46 Equity-accounted Investments (Tables) HTML 69K
60: R47 Long-term financial investments (Tables) HTML 62K
61: R48 Trade and other payables (Tables) HTML 44K
62: R49 Deferred revenue (Tables) HTML 47K
63: R50 Provisions (Tables) HTML 68K
64: R51 Lease liability (Tables) HTML 58K
65: R52 Other non-current liabilities and employee future HTML 168K
benefits (Tables)
66: R53 Equity (Tables) HTML 108K
67: R54 Disaggregation of revenue (Tables) HTML 55K
68: R55 Personnel expenses (Tables) HTML 43K
69: R56 Other operating expense (Tables) HTML 43K
70: R57 Finance income and expense (Tables) HTML 46K
71: R58 Income taxes (Tables) HTML 85K
72: R59 Related party transactions (Tables) HTML 53K
73: R60 Supplemental disclosure of cash flow information HTML 41K
(Tables)
74: R61 Operating segments (Tables) HTML 63K
75: R62 Financial instruments (Tables) HTML 52K
76: R63 Material accounting policies - Schedule of HTML 56K
Subsidiaries (Details)
77: R64 Material accounting policies - Narrative (Details) HTML 48K
78: R65 Material accounting policies - Schedule of HTML 49K
Detailed Information About Property, Plant and
Equipment (Details)
79: R66 Material accounting policies - Schedule of HTML 48K
Quantitative Information About Right-of-Use Assets
(Details)
80: R67 Material accounting policies - Schedule of HTML 60K
Intangible Assets with Indefinite Useful Life
(Details)
81: R68 Discontinued operations - Narrative (Details) HTML 81K
82: R69 Discontinued operations - Schedule of Intangible HTML 75K
Assets (Details)
83: R70 Discontinued operations - Net Loss from HTML 58K
Discontinued Operations (Details)
84: R71 Discontinued operations - Net Cash Flows from HTML 45K
Discontinued Operations (Details)
85: R72 Trade and other receivables - Trade and Other HTML 45K
Receivables (Details)
86: R73 Trade and other receivables - Contract Assets HTML 42K
(Details)
87: R74 Inventories - Schedule of Detailed Information HTML 47K
About Inventories (Details)
88: R75 Inventories - Narrative (Details) HTML 46K
89: R76 Property, plant and equipment - Net Carrying HTML 53K
Amounts Included in Property, Plant and Equipment
(Details)
90: R77 Property, plant and equipment - Rollforward HTML 105K
(Details)
91: R78 Property, plant and equipment - Narrative HTML 46K
(Details)
92: R79 Property, plant and equipment - Right-of-Use HTML 45K
Assets (Details)
93: R80 Property, plant and equipment - Right-of-Use HTML 83K
Assets Rollforward (Details)
94: R81 Intangible assets - Acquired (Details) HTML 45K
95: R82 Intangible assets - Rollforward (Details) HTML 54K
96: R83 Intangible assets - Narrative (Details) HTML 49K
97: R84 Goodwill (Details) HTML 44K
98: R85 Equity-accounted Investments - Schedule of HTML 57K
Investments (Details)
99: R86 Equity-accounted Investments - Narrative (Details) HTML 57K
100: R87 Equity-accounted Investments - Financial HTML 81K
Information of Weichai Ballard (Details)
101: R88 Equity-accounted Investments - Financial HTML 51K
Information of Synergy Ballard JVCo (Details)
102: R89 Long-term financial investments - Schedule of HTML 72K
Equity- Accounted Investments (Details)
103: R90 Long-term financial investments - Narrative HTML 118K
(Details)
104: R91 Bank facilities (Details) HTML 55K
105: R92 Trade and other payables (Details) HTML 46K
106: R93 Deferred revenue (Details) HTML 43K
107: R94 Provisions - Rollforward (Details) HTML 70K
108: R95 Provisions - Narrative (Details) HTML 83K
109: R96 Lease liability - Narrative (Details) HTML 45K
110: R97 Lease liability - Summary of Leases (Details) HTML 50K
111: R98 Lease liability - Maturity Analysis (Details) HTML 45K
112: R99 Other non-current liabilities and employee future HTML 49K
benefits - Net Defined Benefit Liability (Asset)
(Details)
113: R100 Other non-current liabilities and employee future HTML 68K
benefits - Additional Information (Details)
114: R101 Other non-current liabilities and employee future HTML 116K
benefits - Future Benefits (Details)
115: R102 Other non-current liabilities and employee future HTML 45K
benefits - Included in Comprehensive Income (Loss)
(Details)
116: R103 Other non-current liabilities and employee future HTML 45K
benefits - Composition of Plan Assets (Details)
117: R104 Other non-current liabilities and employee future HTML 44K
benefits - Actuarial Assumptions (Details)
118: R105 Equity - Share-based compensation (Details) HTML 53K
119: R106 Equity - Narrative (Details) HTML 125K
120: R107 Equity - Share Options, Roll forward (Details) HTML 64K
121: R108 Equity - Share Options, Range of Exercise Prices HTML 80K
(Details)
122: R109 Equity - Deferred Share Units (Details) HTML 44K
123: R110 Equity - Restricted Share Units (Details) HTML 49K
124: R111 Commitments and contingencies (Details) HTML 81K
125: R112 Disaggregation of revenue (Details) HTML 69K
126: R113 Personnel expenses (Details) HTML 43K
127: R114 Other operating expense - Schedule of Detailed HTML 46K
Information on Other Operating Expense (Details)
128: R115 Other operating expense - Narrative (Details) HTML 43K
129: R116 Finance income and expense (Details) HTML 52K
130: R117 Impairment charges on property, plant, and HTML 43K
equipment - Narrative (Details)
131: R118 Income taxes - Current Tax Expense (Details) HTML 55K
132: R119 Income taxes - Tax Rate Reconciliation (Details) HTML 59K
133: R120 Income taxes - Unrecognized Deferred Tax Assets HTML 77K
(Details)
134: R121 Related party transactions - Transactions with HTML 52K
Related Parties (Details)
135: R122 Related party transactions - Key Management HTML 66K
Compensation (Details)
136: R123 Supplemental disclosure of cash flow information HTML 38K
(Details)
137: R124 Operating segments - Narrative (Details) HTML 45K
138: R125 Operating segments - Geographical (Details) HTML 80K
139: R126 Financial instruments - Narrative (Details) HTML 76K
140: R127 Financial instruments - Investments (Details) HTML 52K
141: R128 Financial instruments - Schedule of Nature and HTML 44K
Extent of Risks Arising from Financial Instruments
(Details)
143: XML IDEA XML File -- Filing Summary XML 269K
146: XML XBRL Instance -- bldp-20231231_d2_htm XML 3.54M
142: EXCEL IDEA Workbook of Financial Report Info XLSX 277K
10: EX-101.CAL XBRL Calculations -- bldp-20231231_cal XML 259K
11: EX-101.DEF XBRL Definitions -- bldp-20231231_def XML 1.16M
12: EX-101.LAB XBRL Labels -- bldp-20231231_lab XML 2.29M
13: EX-101.PRE XBRL Presentations -- bldp-20231231_pre XML 1.70M
9: EX-101.SCH XBRL Schema -- bldp-20231231 XSD 351K
144: JSON XBRL Instance as JSON Data -- MetaLinks 541± 811K
145: ZIP XBRL Zipped Folder -- 0001453015-24-000002-xbrl Zip 691K
‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
Effective October 2, 2023, the NYSE and Nasdaq amended their listing standards related to recovery of erroneously awarded executive compensation as required by SEC Rule 10D-1. These rules are required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and SEC Exchange Act Rule 10D-1. Under Rule 10D-1 and Nasdaq rules, recovery of erroneously awarded incentive-based compensation is
required from current and former executive officers who received incentive-based compensation during the three fiscal years preceding the date on which a company is required to prepare an accounting restatement to correct a material error. Failure to adopt a compliant compensation recovery policy, disclose the policy in accordance with SEC rules, or comply with the policy’s recovery provisions can result in delisting of the company from the exchange.
The Board of Directors (the “Board”) of Ballard Power Systems Inc. (the “Corporation”) has adopted this policy (the “Policy”) to govern the recovery of incentive-based compensation from executive officers in connection with a restatement
of the financial results of the Corporation.
Interpretation and application
Application
This Policy applies to the Corporation’s current and former executive officers who received incentive-based compensation during the three fiscal years preceding the date on which a company is required to prepare an accounting restatement to correct a material error. This Policy applies to incentive-based compensation received by an executive officer (a) after beginning services as an executive officer; (b) if that person served as an executive officer at any time during the performance period for such incentive-based compensation; and (c) while the Corporation had a listed class of securities on a national securities exchange. Recovery of erroneously awarded compensation is on a “no fault” basis, without regard to whether any misconduct occurred
or an executive officer’s responsibility for the erroneous financial statements.
Types of Restatements
A restatement due to material noncompliance with any financial reporting requirement under the securities laws triggers application of this Policy. Recovery for restatements that correct errors that are material to previously issued financial statements (“Big R” restatements), as well as for restatements that correct errors that are not material to previously issued financial statements but would result in a material misstatement if the errors were left uncorrected in the current report or the error correction was recognized in the current period (“little r” restatements).
In determining the materiality of an error, the Board shall have regard to the facts and circumstances and existing judicial and administrative interpretations.
Look-Back
Period
Incentive-based compensation received during the three completed fiscal years (including any transition periods resulting from a change in the Corporation’s fiscal year as provided in Rule 10D-1) immediately preceding the date that a restatement is required is subject to this Policy. The date that a restatement is required is the earlier of:
a)the date the Company’s board of directors, a committee of the board of directors, or the officer or officers of the Company authorized to take such action if board action is not required, concludes, or reasonably should have concluded, that the Company is required
to prepare an accounting restatement; or
b)the date a court, regulator, or other legally authorized body directs the Company to prepare the accounting restatement.
Notwithstanding the foregoing, this Policy only applies to incentive-based compensation received on or after the effective date. The Corporation’s former policy will apply to incentive-based compensation received before the effective date.
Recovery Amount Determination
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The erroneously awarded incentive-based compensation subject to recovery is the
amount of incentive-based compensation received that exceeds the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated amounts, calculated on a pre-tax basis.
For equity awards that are incentive-based compensation, if the shares, share units or options are still held at the time of recovery, the recoverable amount is the number of shares, share units or options received in excess of the number that should have been received after applying the restated financial reporting measure. If options have been exercised, but the underlying shares have not been sold, the recoverable amount is the number of shares underlying the excess options applying the restated financial measure.
For incentive-based compensation based on stock price or total shareholder return, where the amount of erroneously awarded
compensation is not subject to mathematical recalculation based on the information in an accounting restatement, the recoverable amount must be determined based on a reasonable, documented estimate of the effect of the accounting restatement on the applicable measure. The Corporation shall maintain documentation of the determination of that reasonable estimate and provide such documentation to Nasdaq.
Recovery of Amounts Paid
The Corporation shall recover erroneously awarded incentive-based compensation in compliance with this Policy, except to the extent that the Board has determined that pursuit of recovery would be impracticable because:
1.the direct expense paid to a third party to assist in enforcing the policy would exceed the amount to be recovered;
2.it
would violate home country law, where that law was adopted prior to November 28, 2022, based on an opinion of counsel acceptable to Nasdaq; or
3.it would cause a retirement plan, under which benefits are broadly available to employees of the Corporation, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
Before concluding that pursuit is impracticable, the Corporation must first make a reasonable attempt to recover the incentive-based compensation, document such reasonable attempt(s) to recover, and provide that documentation to Nasdaq.
The Corporation is prohibited from indemnifying any current or former executive officer for recovered compensation.
Disclosure Requirements
The
Corporation shall file this Policy as an exhibit to its Form 40-F filed with the SEC.
In addition, the Corporation shall file all disclosures required by securities laws if, during the prior fiscal year, either a triggering restatement occurred or any balance of excess incentive-based compensation was outstanding. (See Appendix for current disclosure requirements.)
2.“executive officer” means the Corporation’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the
controller), any vice-president of the Corporation in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policymaking functions for the Corporation. Executive officers of the Corporation’s parent(s) or subsidiaries are deemed executive officers of the Corporation if they perform such policy making functions for the Corporation. Policy-making function is not intended to include policy-making functions that are not significant.
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3.“financial reporting measures”
are measures that are determined and presented in accordance with the accounting principles used in preparing the Corporation’s financial statements, and any measures that are derived wholly or in part from such measures. Stock price and total shareholder return are also financial reporting measures. A financial reporting measure need not be presented within the financial statements or included in a regulatory filing.
4.“incentive-based compensation” is any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure. Incentive-based compensation includes, but is not limited to:
Non-equity incentive plan awards that are earned based wholly or in part on satisfying a financial reporting measure performance goal;
Bonuses
paid from a “bonus pool,” the size of which is determined based wholly or in part on satisfying a financial reporting measure performance goal;
Other cash awards based on satisfaction of a financial reporting measure performance goal;
Restricted stock, restricted stock units, performance share units, stock options, and stock appreciation rights that are granted or become vested based wholly or in part on satisfying a financial reporting measure performance goal; and
Proceeds received upon the sale of shares acquired through an incentive plan that were granted or vested based wholly or in part on satisfying a financial reporting measure performance goal.
Equity awards that vest exclusively upon completion of a specified employment
period, without any performance condition, and bonus awards that are discretionary or based on subjective goals or goals unrelated to financial reporting measures, do not constitute incentive-based compensation.
5. “received” Incentive-based compensation is deemed received in the Corporation’s fiscal period during which the financial reporting measure specified in the incentive-based compensation award is attained, even if the payment or grant of the incentive-based compensation occurs after the end of that period.
General
The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy and may delegate any or all of its duties and responsibilities under this Policy to the
Audit Committee and/or People & Compensation Committee, in which case any reference to the “Board” in this Policy shall be to such committees.
This Policy shall not be deemed to contradict the existing terms of any outstanding agreements, plans, programs or other arrangements pursuant to which performance-based compensation may be awarded or paid by the Corporation and shall supersede any such agreements, plans, programs or other arrangements to the extent of any inconsistency with this Policy.
The remedies available under this Policy shall not be exhaustive and nothing herein shall preclude the Corporation from taking any disciplinary actions in respect of the acts or conduct of an executive officer as the Corporation deems appropriate in the circumstances, up to and including termination of employment, as well as any other remedies or recourses available to the Corporation.
The provisions of this Policy are in addition to (and not in lieu of) any rights to repayment the Corporation may have under Section 304 of the Sarbanes-Oxley Act of 2002 and other applicable laws.
This Policy may be amended or restated by the Board from time to time to ensure compliance with applicable securities regulations and exchange rules and policies, and it may be supplemented by,
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among other things, more specific procedures and standards as well as amendments to the applicable compensation agreements, plans, programs or other arrangements of the Corporation.
This Policy was approved by the Board of Directors of the Corporation on September
6, 2023.
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Appendix
SEC rules require disclosure pursuant to Item 402 of Regulation S-K of the following items, among others, if, during the prior fiscal year, either a triggering restatement occurred or any balance of excess incentive-based compensation was outstanding:
•The date on which the listed issuer was required to prepare an accounting restatement and the aggregate dollar amount of erroneously awarded compensation attributable to such accounting restatement (including an analysis of how the recoverable amount was calculated) or, if the amount has not yet been determined, an explanation
of the reasons and disclosure of the amount and related disclosures in the next filing that is subject to Item 402 of Regulation S-K;
•The aggregate dollar amount of erroneously awarded compensation that remains outstanding at the end of its last completed fiscal year;
•If the financial reporting measure related to a stock price or total shareholder return metric, the estimates used to determine the amount of erroneously awarded compensation attributable to such accounting restatement and an explanation of the methodology used for such estimates;
•If recovery would be impracticable, for each current and former named executive officer and for all other current and former executive officers as a group, disclose the amount of recovery forgone and a brief description of the reason
the listed registrant decided in each case not to pursue recovery; and
•For each current and former named executive officer, disclose the amount of erroneously awarded compensation still owed that had been outstanding for 180 days or longer since the date the issuer determined the amount owed.
