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Nutrien Ltd. – ‘40-F’ for 12/31/23 – ‘EX-97.1’

On:  Friday, 3/1/24, at 11:08am ET   ·   For:  12/31/23   ·   Accession #:  1193125-24-55096   ·   File #:  1-38336

Previous ‘40-F’:  ‘40-F’ on 2/24/23 for 12/31/22   ·   Latest ‘40-F’:  This Filing   ·   1 Reference:  By:  Nutrien Ltd. – ‘F-10’ on 3/22/24

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

 3/01/24  Nutrien Ltd.                      40-F       12/31/23  173:59M                                    Donnelley … Solutions/FA

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    101K 
 2: EX-97.1     Clawback Policy re: Recovery of Erroneously         HTML     69K 
                Awarded Compensation                                             
 3: EX-99.1     Miscellaneous Exhibit                               HTML    906K 
 4: EX-99.2     Miscellaneous Exhibit                               HTML   1.68M 
 5: EX-99.2     EX-99.2 Courtesy PDF -- d523730dex9921               PDF  10.17M 
 6: EX-99.3     Miscellaneous Exhibit                               HTML   3.85M 
 7: EX-99.3     EX-99.3 Courtesy PDF -- d523730dex9931               PDF   4.98M 
 8: EX-99.4     Miscellaneous Exhibit                               HTML     49K 
 9: EX-99.5     Miscellaneous Exhibit                               HTML     51K 
10: EX-99.6     Miscellaneous Exhibit                               HTML     51K 
11: EX-99.7     Miscellaneous Exhibit                               HTML     48K 
12: EX-99.8     Miscellaneous Exhibit                               HTML     49K 
13: EX-99.9     Miscellaneous Exhibit                               HTML     54K 
19: R1          Document and Entity Information                     HTML    111K 
20: R2          Consolidated Statements of Earnings                 HTML    104K 
21: R3          Consolidated Statements of Comprehensive Income     HTML     80K 
22: R4          Consolidated Statements of Cash Flows               HTML    144K 
23: R5          Consolidated Statements of Changes in               HTML     93K 
                Shareholders' Equity                                             
24: R6          Consolidated Balance Sheets                         HTML    130K 
25: R7          Description of Business                             HTML     61K 
26: R8          Basis of Presentation                               HTML     52K 
27: R9          Segment Information                                 HTML    343K 
28: R10         Nature of Expenses                                  HTML     72K 
29: R11         Share-Based Compensation                            HTML    112K 
30: R12         Other (Income) Expenses                             HTML     71K 
31: R13         Finance Costs                                       HTML     68K 
32: R14         Income Taxes                                        HTML    154K 
33: R15         Net Earnings per Share                              HTML     60K 
34: R16         Financial Instruments and Related Risk Management   HTML    271K 
35: R17         Receivables                                         HTML     72K 
36: R18         Inventories                                         HTML     69K 
37: R19         Property, Plant and Equipment                       HTML    275K 
38: R20         Goodwill and Other Intangible Assets                HTML    200K 
39: R21         Investments                                         HTML    154K 
40: R22         Other Assets                                        HTML     61K 
41: R23         Short-Term Debt                                     HTML     82K 
42: R24         Long-Term Debt                                      HTML    155K 
43: R25         Lease Liabilities                                   HTML     60K 
44: R26         Payables and Accrued Charges                        HTML     68K 
45: R27         Pension and Other Post-Retirement Benefits          HTML    258K 
46: R28         Asset Retirement Obligations and Accrued            HTML    113K 
                Environmental Costs                                              
47: R29         Share Capital                                       HTML     80K 
48: R30         Capital Management                                  HTML     95K 
49: R31         Business Combinations                               HTML     92K 
50: R32         Commitments                                         HTML     88K 
51: R33         Guarantees                                          HTML     52K 
52: R34         Related Party Transactions                          HTML     62K 
53: R35         Contingencies and Other Matters                     HTML     63K 
54: R36         Accounting Policies, Estimates and Judgments        HTML    165K 
55: R37         Significant Accounting Policies (Policies)          HTML    206K 
56: R38         Description of Business (Tables)                    HTML     58K 
57: R39         Basis of Presentation (Tables)                      HTML     50K 
58: R40         Segment Information (Tables)                        HTML    339K 
59: R41         Nature of Expenses (Tables)                         HTML     71K 
60: R42         Share-Based Compensation (Tables)                   HTML    116K 
61: R43         Other Expenses (Tables)                             HTML     69K 
62: R44         Finance Costs (Tables)                              HTML     69K 
63: R45         Income Taxes (Tables)                               HTML    157K 
64: R46         Net Earnings per Share (Tables)                     HTML     62K 
65: R47         Financial Instruments and Related Risk Management   HTML    281K 
                (Tables)                                                         
66: R48         Receivables (Tables)                                HTML     69K 
67: R49         Inventories (Tables)                                HTML     59K 
68: R50         Property, Plant and Equipment (Tables)              HTML    285K 
69: R51         Goodwill and Other Intangible Assets (Tables)       HTML    178K 
70: R52         Investments (Tables)                                HTML    161K 
71: R53         Other Assets (Tables)                               HTML     61K 
72: R54         Short-Term Debt (Tables)                            HTML     83K 
73: R55         Long-Term Debt (Tables)                             HTML    156K 
74: R56         Lease Liabilities (Tables)                          HTML     60K 
75: R57         Payables and Accrued Charges (Tables)               HTML     68K 
76: R58         Pension and Other Post-Retirement Benefits          HTML    251K 
                (Tables)                                                         
77: R59         Asset Retirement Obligations and Accrued            HTML    114K 
                Environmental Costs (Tables)                                     
78: R60         Share Capital (Tables)                              HTML     84K 
79: R61         Capital Management (Tables)                         HTML    109K 
80: R62         Business Combinations (Tables)                      HTML     92K 
81: R63         Commitments (Tables)                                HTML     83K 
82: R64         Related Party Transactions (Tables)                 HTML     59K 
83: R65         Description of Business (Information) (Detail)      HTML     89K 
84: R66         Segment Information (Summary of Financial           HTML    175K 
                Information on Segments) (Detail)                                
85: R67         Segment Information (Summary of Disaggregated       HTML     99K 
                Revenue from Contracts with Customers by Product                 
                Line or Geographic Location) (Detail)                            
86: R68         Segment Information (Summary of Financial           HTML     88K 
                Information by Geographical Area) (Detail)                       
87: R69         Nature of Expenses (Summary of Detailed             HTML     83K 
                Information about Expenses by Nature) (Detail)                   
88: R70         Share-Based Compensation (Information) (Detail)     HTML     50K 
89: R71         Share-Based Compensation (Summary of Stock Option   HTML     87K 
                Plan granted) (Detail)                                           
90: R72         Share-Based Compensation (Summary of Stock Option   HTML     50K 
                Plans) (Detail)                                                  
91: R73         Share-Based Compensation (Compensation Expense for  HTML     62K 
                all Employee and Director Share-based Compensation               
                Plans) (Detail)                                                  
92: R74         Share-Based Compensation (Summary of Weighted       HTML     64K 
                Average Assumptions in Stock Options) (Detail)                   
93: R75         Other Expenses (Summary of Detailed Information     HTML     77K 
                About Other Income and Expenses) (Detail)                        
94: R76         Finance Costs (Information) (Detail)                HTML     50K 
95: R77         Finance Costs (Summary of Finance Costs) (Detail)   HTML     70K 
96: R78         Income Taxes (Summary of Provision for Income       HTML     91K 
                Taxes) (Detail)                                                  
97: R79         Income Taxes (Summary of Deferred Income Tax        HTML     91K 
                Assets (Liabilities)) (Detail)                                   
98: R80         Income Taxes (Information) (Detail)                 HTML     54K 
99: R81         Income Taxes (Summary of Reconciliation of Net      HTML     50K 
                Deferred Income Tax Liabilities) (Detail)                        
100: R82         Income Taxes (Summary of Amounts and Expiry Dates   HTML     56K  
                of Unused Tax Losses and Unused Tax Credits)                     
                (Detail)                                                         
101: R83         Income Taxes (Summary of Total Income Tax Expense)  HTML     71K  
                (Detail)                                                         
102: R84         Net Earnings per Share (Summary of Net Earnings     HTML     54K  
                per Share) (Detail)                                              
103: R85         Net Earnings per Share (Summary of Options          HTML     50K  
                Excluded from Calculation of Diluted Net Earnings                
                per Share) (Detail)                                              
104: R86         Financial Instruments and Related Risk Management   HTML     54K  
                (Summary of Maximum Exposure to Credit Risk)                     
                (Detail)                                                         
105: R87         Financial Instruments and Related Risk Management   HTML     77K  
                (Information) (Detail)                                           
106: R88         Financial Instruments and Related Risk Management   HTML     58K  
                (Summary of Available Credit Facilities) (Detail)                
107: R89         Financial Instruments and Related Risk Management   HTML     99K  
                (Summary of Maturity Analysis of Financial                       
                Liabilities and Gross Settled Derivative                         
                Contracts) (Detail)                                              
108: R90         Financial Instruments and Related Risk Management   HTML     64K  
                (Summary of Significant Foreign Currency                         
                Derivatives) (Detail)                                            
109: R91         Financial Instruments and Related Risk Management   HTML    123K  
                (Summary of Fair Value Hierarchy for Financial                   
                Assets and Financial Liabilities) (Detail)                       
110: R92         Financial Instruments and Related Risk Management   HTML     62K  
                (Summary of Material Foreign Currency Derivatives)               
                (Detail)                                                         
111: R93         Receivables (Summary of Receivables) (Detail)       HTML     83K  
112: R94         Inventories (Information) (Detail)                  HTML     68K  
113: R95         Inventories (Summary of Inventories) (Detail)       HTML     61K  
114: R96         Property Plant And Equipment (Summary Of            HTML    136K  
                Impairment) (Detail)                                             
115: R97         Property, Plant and Equipment (Summary of           HTML     64K  
                Depreciation of Property Plant and Equipment)                    
                (Detail)                                                         
116: R98         Property, Plant and Equipment (Information)         HTML    127K  
                (Detail)                                                         
117: R99         Property, Plant and Equipment (Summary of           HTML     57K  
                Estimated Useful Lives) (Detail)                                 
118: R100        Property, Plant and Equipment (Summary of           HTML    112K  
                Reconciliation of Changes in Property Plant and                  
                Equipment) (Detail)                                              
119: R101        Property, Plant and Equipment (Cash Generating      HTML     55K  
                Units) (Detail)                                                  
120: R102        Property, Plant and Equipment (Sensitivities -      HTML     94K  
                Trinidad) (Detail)                                               
121: R103        Goodwill and Other Intangible Assets (Estimated     HTML     57K  
                Useful Lives Applied to Finite-Lived Intangible                  
                Assets) (Detail)                                                 
122: R104        Goodwill and Other Intangible Assets (Summary of    HTML     63K  
                Goodwill by Groups of Cash Generating Unit)                      
                (Detail)                                                         
123: R105        Goodwill and Other Intangible Assets (Summary of    HTML     52K  
                Key Assumptions, Change In Retail Segment                        
                Recoverable Amount) (Detail)                                     
124: R106        Goodwill and Other Intangible Assets (Summary of    HTML    123K  
                Reconciliation of Intangible Assets) (Detail)                    
125: R107        Goodwill and Other Intangible Assets (Summary of    HTML     84K  
                Terminal Growth Rate and Corresponding Discount                  
                Rate) (Detail)                                                   
126: R108        Goodwill and Other Intangible Assets (Retail -      HTML     63K  
                South America group of CGUs) (Detail)                            
127: R109        Goodwill Key Assumptions Impairment (Detail)        HTML     75K  
128: R110        Investments (Summary of Equity-Accounted Investees  HTML    106K  
                and Investments at FVTOCI) (Detail)                              
129: R111        Investments (Summary of Financial Information of    HTML    126K  
                Profertil) (Detail)                                              
130: R112        Other Assets (Summary of Other Assets) (Detail)     HTML     62K  
131: R113        Short-Term Debt (Information) (Detail)              HTML    133K  
132: R114        Short-Term Debt (Summary of Short-Term Debt)        HTML     52K  
                (Detail)                                                         
133: R115        Short-Term Debt (Summary of Short-Term Debt)        HTML    125K  
                (Parenthetical) (Detail)                                         
134: R116        Long-Term Debt (Summary of Long-Term Debt)          HTML    142K  
                (Detail)                                                         
135: R117        Long-Term Debt (Summary of changes in liabilities   HTML     93K  
                arising from financing activities) (Detail)                      
136: R118        Long-Term Debt (Summary of Changes in Liabilities   HTML     69K  
                Arising From Financing Activities) (Detail)                      
137: R119        Lease Liabilities (Summary of Lease Liabilities)    HTML     59K  
                (Detail)                                                         
138: R120        Payables and Accrued Charges (Summary of Payables   HTML     80K  
                and Accrued Charges) (Detail)                                    
139: R121        Pension and Other Post-Retirement Benefits          HTML     85K  
                (Summary of Significant Assumptions Used to                      
                Determine Benefit Obligations and Expense)                       
                (Detail)                                                         
140: R122        Pension and Other Post-Retirement Benefits          HTML     79K  
                (Summary of Fair Value of Plan Assets of the                     
                Defined Benefit Pension Plans, by Asset Category)                
                (Detail)                                                         
141: R123        Pension and Other Post-Retirement Benefits          HTML     53K  
                (Additional Information) (Detail)                                
142: R124        Pension and Other Post-Retirement Benefits          HTML    107K  
                (Summary of Movements in Pension and Other                       
                Post-Retirement Benefit Assets (Liabilities)                     
                (Detail)                                                         
143: R125        Pension and Other Post-Retirement Benefits          HTML     56K  
                (Summary of Significant Assumptions, Change in                   
                Discount Rates has Greatest Potential Impact)                    
                (Detail)                                                         
144: R126        Asset Retirement Obligations and Accrued            HTML     94K  
                Environmental Costs (Summary of Pre-Tax Risk-Free                
                Discount Rate and Expected Cash Flow Payments for                
                Asset Retirement Obligations and Accrued                         
                Environmental Costs) (Detail)                                    
145: R127        Asset Retirement Obligations and Accrued            HTML     82K  
                Environmental Costs (Summary of Reconciliation of                
                Asset Retirement, Environmental Restoration                      
                Obligations) (Detail)                                            
146: R128        Asset Retirement Obligations and Accrued            HTML     55K  
                Environmental Costs (Summary of Sensitivity of                   
                Asset Retirement Obligations and Accrued                         
                Environmental Costs to Changes in Discount Rate on               
                Recorded Liability) (Parenthetical) (Detail)                     
147: R129        Share Capital (Information) (Detail)                HTML    113K  
148: R130        Share Capital (Summary of Share Repurchases)        HTML     80K  
                (Detail)                                                         
149: R131        Share Capital (Summary of Shares Issued) (Detail)   HTML     72K  
150: R132        Capital Management (Components of Ratios) (Detail)  HTML     53K  
151: R133        Capital Management (Schedule of Adjusted Net Debt,  HTML     77K  
                Adjusted Shareholders' Equity and Adjusted                       
                Capital) (Detail)                                                
152: R134        Capital Management (Summary of EBITDA, Adjusted     HTML     58K  
                EBITDA and Adjusted Finance Costs) (Detail)                      
153: R135        Capital Management (Detail)                         HTML     47K  
154: R136        Business Combinations (Additional Information)      HTML     75K  
                (Detail)                                                         
155: R137        Business Combinations (Summary of Fair Value        HTML     83K  
                Allocated to Assets and Liabilities) (Detail)                    
156: R138        Business Combinations (Summary of Fair Value        HTML     50K  
                Allocated to Assets and Liabilities)                             
                (Parenthetical) (Detail)                                         
157: R139        Commitments (Summary of Minimum Future Commitments  HTML     73K  
                Under Contractual Agreements) (Detail)                           
158: R140        Related Party Transactions (Compensation to Key     HTML     59K  
                Management Personnel) (Detail)                                   
159: R141        Related Party Transactions (Information) (Detail)   HTML     51K  
160: R142        Segment Information (Summary of Financial           HTML     61K  
                Information by Geographical Area (Parenthetica))                 
                (Detail)                                                         
161: R143        Financial Instruments and Related Risk Management   HTML     50K  
                (Summary of Maturity Analysis of Financial                       
                Liabilities and Gross Settled Derivative Contracts               
                (Parenthetical) (Detail)                                         
162: R144        Nature of Expenses (Summary of Detailed             HTML     51K  
                Information about Expenses by Nature)                            
                (Parenthetical) (Detail)                                         
163: R145        Other Assets (Summary of Other Assets)              HTML     49K  
                (Parenthetical) (Detail)                                         
164: R146        Pension and Other Post-Retirement Benefits          HTML     61K  
                (Summary of Significant Assumptions Used to                      
                Determine Benefit Obligations and Expense)                       
                (Parenthetical) (Detail)                                         
165: R147        Pension and Other Post-Retirement Benefits          HTML     63K  
                (Summary of Movements in Pension and Other                       
                Post-Retirement Benefit Assets (Liabilities)                     
                (Parenthetical) (Detail)                                         
166: R148        Pension and Other Post-Retirement Benefits          HTML     50K  
                (Summary of Fair Value of Plan Assets of the                     
                Defined Benefit Pension Plans, by Asset Category)                
                (Parenthetical) (Detail)                                         
167: R149        Goodwill and Other Intangible Assets (Summary of    HTML     57K  
                Reconciliation of Intangible Assets)                             
                (Parenthetical) (Detail)                                         
168: R9999       Uncategorized Items - _IXDS                         HTML     58K  
170: XML         IDEA XML File -- Filing Summary                      XML    350K  
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‘EX-97.1’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation


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



  EX-97.1  

Exhibit 97.1

 

LOGO

RECOUPMENT POLICY

 

 

 

 

 

November 2, 2023

Last updated: November 2, 2023


   
RECOUPMENT POLICY         

 

The Code of Ethics of Nutrien Ltd. (the “Corporation”) requires all employees of the Corporation to perform their duties in a fair and ethical manner. As required pursuant to the Securities Laws (as defined below), the Board of Directors (the “Board”) of the Corporation has adopted this Compensation Recoupment Policy (the “Policy”) to empower the Corporation to recover Covered Compensation (as defined below) erroneously awarded to any Executive Officer (as defined below) in the event of an Accounting Restatement (as defined below).

    

 

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  

 

 

 

1

 

 

  

Recoupment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..

     2  
  

Clawback Exceptions . . . . . . . . . . . . . . . . . . . . . . . .

     3  
  

Prohibitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..

     3  
  

Acknowledgement and Consent . . . . . . . . . . . . . . .

     3  
  

Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..

     3  
   Administration, Interpretation and Amendment of Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      3  
             

Notwithstanding anything in this Policy to the contrary, at all times, this Policy remains subject to interpretation and operation in accordance with the final rules and regulations promulgated by the U.S. Securities and Exchange Commission (the “SEC”), the final listing standards adopted by the Stock Exchange (as defined below), and any applicable SEC or Stock Exchange guidance or interpretations issued from time to time regarding such Covered Compensation recovery requirements (collectively, the “Final Guidance”). Questions regarding this Policy should be directed to the Senior Vice President, Chief Human Resources Officer.

Definitions

Executive Officer” means any current or former officer of the Corporation within the meaning of Rule 16a-1(f) under the Securities Exchange Act of 1934 (the “Exchange Act”), as determined by the Board or the Human Resources & Compensation Committee of the Board (the “Committee”). Executive Officers include, at a minimum, “executive officers” as defined in Rule 3b-7 under the Exchange Act and identified under Item 401(b) of Regulation S-K.

Incentive-Based Compensation” means, with respect to an Executive Officer, any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure (as defined below). For purposes of clarity, Incentive-Based Compensation includes compensation that is in any plan, other than tax- qualified retirement plans, including long term disability, life insurance, and supplemental executive retirement plans, and any other compensation that is based on such Incentive-Based Compensation, such as earnings accrued on notional amounts of Incentive-Based Compensation contributed to such plans. Incentive-Based Compensation does not include awards that are subject only to service-based vesting, such as time-vesting restricted stock units, time-vesting stock options, or other time-vesting awards, so long as such awards are not granted or earned based on a Financial Reporting Measure.

Financial Reporting Measure” is defined as a measure that is 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.

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.

Covered Compensation” means the amount of Incentive-Based Compensation Received during the applicable Recovery Period that exceeds the amount of Incentive-Based Compensation that otherwise would have been Received had it been determined based on the relevant restated amounts, and computed without regard to any taxes paid.

 

 

   
LOGO   

 

Recoupment Policy | 1 


Incentive-Based Compensation Received by an Executive Officer will only qualify as Covered Compensation if: (i) it is Received after October 2, 2023; (ii) it is Received after such Executive Officer begins service as an Executive Officer; (iii) such Executive Officer served as an Executive Officer at any time during the performance period for such Incentive-Based Compensation; and (iv) it is Received while the Corporation has a class of securities listed on a national securities exchange or a national securities association.

For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of erroneously awarded Covered Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement, the amount of such Incentive-Based Compensation that is deemed to be Covered Compensation will be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was Received, and the Corporation will maintain and provide to the Stock Exchange documentation of the determination of such reasonable estimate.

“Recovery Period” means the three completed fiscal years immediately preceding the Trigger Date (as defined below) and, if applicable, any transition period resulting from a change in the Corporation’s fiscal year within or immediately following those three completed fiscal years (provided, however, that if a transition period between the last day of the Corporation’s previous fiscal year end and the first day of its new fiscal year comprises a period of nine to 12 months, such period would be deemed to be a completed fiscal year).

For purposes of this Policy, the “Trigger Date” as of which the Corporation is required to prepare an Accounting Restatement is the earlier to occur of: (i) the date that the Board, applicable Board committee, or officers authorized to take action if Board action is not required, concludes, or reasonably should have concluded, that the Corporation is required to prepare the Accounting Restatement or (ii) the date a court, regulator, or other legally authorized body directs the Corporation to prepare the Accounting Restatement.

“Securities Laws” means all applicable laws, regulations, rules, policies or instruments of any securities commission, stock exchange or like body in Canada and/or the United States, as of the date of this Policy.

“Stock Exchange” means the New York Stock Exchange.

Recoupment

Unless a Clawback Exception exists, the Corporation will recover reasonably promptly from each Executive Officer the Covered Compensation Received by such Executive Officer in the event that the Corporation is required to prepare an accounting restatement due to the material noncompliance of the Corporation with any financial reporting requirement under the Securities Laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (each, an “Accounting Restatement”).

To the extent that the Covered Compensation is not paid to the Corporation, in addition to any other legal remedy that the Corporation may have, the Committee may set off any Covered Compensation against any amounts that may be owing from time to time by the Corporation or a subsidiary to the Executive Officer, whether as wages, bonus, Incentive-Based Compensation, deferred compensation, severance entitlement or vacation pay or in the form of any other benefit or for any other reason, in a manner consistent with Section 409A, if applicable.

If a Clawback Exception applies with respect to an Executive Officer, the Corporation may forgo such recovery under this Policy from such Executive Officer.

 

   
LOGO   

 

Recoupment Policy | 2 


Clawback Exceptions

The Corporation is required to recover all Covered Compensation Received by an Executive Officer in the event of an Accounting Restatement unless (i) one of the following conditions are met and (ii) the Committee has made a determination that recovery would be impracticable in accordance with Rule 10D-1 under the Exchange Act (under such circumstances, a “Clawback Exception” applies):

 

   

the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered (and the Corporation has already made a reasonable attempt to recover such erroneously awarded Covered Compensation from such Executive Officer, has documented such reasonable attempt(s) to recover, and has provided such documentation to the Stock Exchange);

 

   

recovery would violate home country law that was adopted prior to November 28, 2022 (and the Corporation has already obtained an opinion of home country counsel, acceptable to the Stock Exchange, that recovery would result in such a violation, and provided such opinion to the Stock Exchange); or

 

   

recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Corporation, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the U.S. Internal Revenue Code and regulations thereunder. For purposes of clarity, this Clawback Exception only applies to U.S. tax-qualified retirement plans and does not apply to other plans, including long term disability, life insurance, and supplemental executive retirement plans, or any other compensation that is based on Incentive-Based Compensation in such plans, such as earnings accrued on notional amounts of Incentive-Based Compensation contributed to such plans.

Prohibitions

The Corporation is prohibited from paying or reimbursing the cost of insurance for, or indemnifying, any Executive Officer against the loss of erroneously awarded Covered Compensation.

Disclosure

This Policy, and any recovery of Covered Compensation by the Corporation pursuant to this Policy that is required to be disclosed in the Corporation’s filings under the Securities Laws, will be disclosed as required by the Securities Act of 1933, as amended, the Exchange Act, and related rules and regulations, including Stock Exchange rules.

Administration, Interpretation and Amendment of Policy

In order to comply with Securities Laws (as the same may be implemented, amended, supplemented, amended and restated, substituted or re-enacted from time to time from and after the date of this Policy), the Committee may at any time in its sole discretion amend, supplement, amend and restate, substitute or repeal this Policy in whole or in part on such terms as the Committee determines in its sole discretion as to be appropriate to comply with such Securities Laws.

The Committee will administer this Policy in accordance with the Final Guidance, and all actions, interpretations and determinations pursuant to this Policy that are taken or made by the Board in good faith will be final, conclusive and binding. This Policy is in addition to and is not intended to change or interpret any Canadian or U.S. federal or state law or regulation, including the Canada Business Corporations Act, the Certificate and Articles of Incorporation of the Corporation, or Bylaw No. 1 of the Corporation. The Committee will review the Policy from time to time and will have full and exclusive authority to take any action it deems appropriate.

 

   
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Recoupment Policy | 3 


This Policy shall not preclude any other compensation recoupment or clawback policies, arrangements or provisions of the Company (“Other Recovery Provisions”); to the extent recovery of compensation is achieved by the Corporation under this Policy, there shall be no duplication of recovery under Other Recovery Provisions, except as may be required by law.

Date of Last Revision: November 2, 2023

 

   
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Recoupment Policy | 4 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘40-F’ Filing    Date    Other Filings
Filed on:3/1/24
For Period end:12/31/23
11/2/236-K
10/2/23
11/28/22
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1 Subsequent Filing that References this Filing

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

 3/22/24  Nutrien Ltd.                      F-10                   6:478K                                   Donnelley … Solutions/FA
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Filing Submission 0001193125-24-055096   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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