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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 |
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 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(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 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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 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XBRL Instance -- d523730d40f_htm XML 7.42M 169: EXCEL IDEA Workbook of Financial Report Info XLSX 368K 15: EX-101.CAL XBRL Calculations -- ntr-20231231_cal XML 503K 16: EX-101.DEF XBRL Definitions -- ntr-20231231_def XML 4.24M 17: EX-101.LAB XBRL Labels -- ntr-20231231_lab XML 6.95M 18: EX-101.PRE XBRL Presentations -- ntr-20231231_pre XML 4.97M 14: EX-101.SCH XBRL Schema -- ntr-20231231 XSD 815K 171: JSON XBRL Instance as JSON Data -- MetaLinks 907± 1.57M 172: ZIP XBRL Zipped Folder -- 0001193125-24-055096-xbrl Zip 1.21M
EX-97.1 |
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
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1 |
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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.
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.
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.
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
Recoupment Policy | 4 |
This ‘40-F’ Filing | Date | Other Filings | ||
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Filed on: | 3/1/24 | |||
For Period end: | 12/31/23 | |||
11/2/23 | 6-K | |||
10/2/23 | ||||
11/28/22 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/22/24 Nutrien Ltd. F-10 6:478K Donnelley … Solutions/FA |