RE:20f - md&athe company also initiated a compensation clawback provision:
The Board of Directors (the “Board”) of Oncolytics Biotech Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company's compensation philosophy. The Board has therefore adopted this policy, which provides for the recovery of erroneously awarded incentive compensation in the event that the Company is required to prepare an accounting restatement due to material noncompliance of the Company with any financial reporting requirements under the federal securities laws (the “Policy”). This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), related rules and the listing standards of the The Nasdaq Captial Market, including but not limited to Nasdaq Listing Rule 5608, or any other securities exchange on which the Company’s shares are listed in the future.
2.Administration.
This Policy shall be administered by the Board or, if so designated by the Board, the Compensation Committee of the Board (the “Committee”), in which case, all references herein to the Board shall be deemed references to the Committee. Any determinations made by the Board shall be final and binding on all affected individuals.
3.Covered Executives.1
Unless and until the Board determines otherwise, for purposes of this Policy, the term “Covered Executive” means a current or former employee who is or was identified by the Company as the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company 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 (including any executive officer of the Company’s subsidiaries or affiliates) who performs similar policy-making functions for the Company. “Policy-making function” excludes policy-making functions that are not significant. “Covered Executives” will include, at minimum, the executive officers identified by the Company in its disclose prepared in response to either (i) Item 401(b) of Regulation S-K of the Exchange Act if the Company files its annual report with the United States Securities and Exchange Commission (the “SEC”) on Form 10-K, (ii) Item 6.B of Form 20-F if the Company files its annual report with the SEC on Form 20-F, or (iii) Item B.19 of Form 40-F if the Company files its annual report with the SEC on Form 40-F. For the avoidance of doubt, “Covered Executives” will include at least the following Company officers: Chief Executive Officer, Chief Financial Officer, Chief Medical Officer, President, Global Head of Business Development, Vice President, Product Development, Vice President, Clinical Operations.
This Policy covers Incentive Compensation received by a person after beginning service as a Covered Executive and who served as a Covered Executive at any time during the performance period for that Incentive Compensation.