Corporate Board Governance and Director Compensation in Canada - A Review of 2010 by Korn Ferry

Table of Contents The Surveyed Companies

Special Report: The Challenge of Individual Director Evaluation

Board Independence

Board Composition

Board Size

Board Assessments, Director Selection and Director Development

Meetings and Attendance

Board Committees

Director Compensation

Board Chair Compensation

Lead Director Compensation

Committee Chair Compensation

Committee Member Compensation

Stock-Based Compensation

Compensation Summary

Director Share Ownership

Company Data

Korn/Ferry International

Patrick Oâ&#x20AC;&#x2122;Callaghan and Associates

Women on Board

Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 1

The Surveyed Companies

2 | Corporate Board Governance and Director Compensation in Canada A Review of 2010

The Most Comprehensive Canadian Governance Study

e are pleased to present the most comprehensive review of public issuer governance data available in Canada. This eighteenth annual report examines governance in 292 Canadian public companies and income trusts and includes our special report, The Challenge of Individual Director Evaluation. Our commitment is to provide directors and trustees with accurate and relevant Canadian data across a wide spectrum. Where we refer to “equities”, we are referring to all members of the research sample that are not income trusts. For the fifth year we have included income trusts in our analysis, and approximately 20% of the sample fell into this category this year. This percentage has declined annually from a high of 26% in 2007, which may be a reflection of changes in income tax rules set to take effect in January 2011. The “under $500 million” in assets category has grown for the past few years, after significantly shrinking from earlier numbers. In 2001, 36% of the sample fell into this category, and this number shrank to 17% by 2005. Between 2006 and 2008 the category made up 11% to 12% of the sample, and is back up to 17% for 2009. • The data is collected from publicly traded equities and income trusts that were on one or more of the following lists: * The Financial Post Top 240 (June 2010) * The Report on Business Top 240 (July 2010) * The S&P/TSX Composite Index (at any time during 2009) • We draw data from annual reports, management proxy circulars and annual information forms for fiscal year-ends in late 2009, or the first few months of 2010. All references to “2009” data include data for year-ends in early 2010. • All figures reported in United States dollars have been converted to Canadian dollars at an exchange rate of 1.14, which was the average exchange rate for 2009. • All fractions have been rounded off to the nearest whole number, thus some totals do not add up to exactly 100%. • Where this report uses comparative U.S. data, it is drawn from the following sources: *

2009-2010 Director Compensation Report, a publication of the National Association of Corporate Directors and The Center for Board Leadership, in collaboration with Pearl Meyer & Partners. Using proxies filed by companies with fiscal year-ends between February 1, 2008, and January 31, 2009, this study is based on 1,400 companies representing 22 industries with revenues from $50 million to over $10 billion.

* 2010 Public Company Governance Survey, a publication of the National Association of Corporate Directors. This study is based on the results of a survey of public company boards that was conducted in the spring of 2010. Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 3

Breakdown of Asset Size Groups in the Research Sample, by Board Type

Percent Income Trusts

Percent Equities

All

16% 26% 27% 8% 20%

84% 74% 73% 92% 80%

17% 14% 42% 26%

<500M 500M to 1B 1B to 5B >5B All

Breakdown of Industry Groups in the Research Sample, Comparing Equities and Income Trusts

Percent Income Trusts

Percent Equities

All

15% 7% 37% 25% 25% 22% 0 3% 25% 44% 20%

85% 93% 63% 75% 75% 78% 100% 97% 75% 56% 80%

11% 5% 21% 18% 3% 12% 3% 22% 1% 3%

Consumer Discretionary Consumer Staple Energy Financials Health Care Industrials Information Technology Materials Telecommunication Services Utilities All

Breakdown of Research Sample by Assets and Industry Group Consumer Discretionary Consumer Staple Energy Financials Health Care Industrials Information Technology Materials Telecommunication Services Utilities All Percent*

<500M

500M to 1B

1B to 5B

>5B

All

Percent**

3 3 7 7 3 8 3 16 0 0 50 17%

8 4 8 1 2 8 2 8 0 1 42 14%

13 4 31 19 3 15 4 30 2 3 124 42%

9 4 14 26 0 5 1 10 2 5 76 26%

33 15 60 53 8 36 10 64 4 9 292 99%

11% 5% 21% 18% 3% 12% 3% 22% 1% 3% 99%

* Asset group as a percentage of total

** Industry group as a percentage of total

4 | Corporate Board Governance and Director Compensation in Canada A Review of 2010

Terminology and Standards Used Throughout this Report • Size Most tables in this report compare results within asset groups. The short forms “M” for millions of dollars and “B” for billions of dollars are used in the tables. •

Comparisons Where tables present data by year, the data is given for 2009, 2008 and 2000, or the first year we began tracking the particular subject. This allows readers to compare between the two most recent years, and also to see how the subject has changed over time.

• Regulatory Documents - Where we use “CSA disclosure requirements”, we are referring to the Canadian Securities Administrators’ National Instrument 58-101, Disclosure of Corporate Governance Practices. - Where we use “CSA governance guidelines”, we are referring to the Canadian Securities Administrators’ National Policy 58-201, Corporate Governance Guidelines. • Independent Directors Where we refer to directors as “independent”, we are basing the categorization on the company’s assignment of the term to individual directors under the definition in the CSA disclosure requirements. •

Directors and Trustees With the inclusion of income trusts, we are now including organizations with both directors and trustees. For the sake of brevity in this document, where we refer to “director”, we are referring to both directors and trustees.

• Types of Organizations Where we use “company” we are referring to any member of the research sample as a whole, which could be either an equity or an income trust. •

Income Trust Names In some cases, income trusts presented governance data for a board other than its own board of trustees (e.g., for the board of an “Administrator” or “Manager”). The name cited is always the name we have drawn from one of the three sources we used to compile the research sample.

•

Retainers Whenever the term “retainer” is used alone, it refers to whatever combination of cash and shares is paid to directors by the company as a retainer for services, unless we refer specifically to the “cash portion of a retainer” or the “share portion of a retainer”.

•

Compensation based on Shares, Trust Units and Equivalents Where we discuss compensation in the form of shares, trust units, deferred share units, etc., we use “shares” unless referring to one specific type of compensation in this group. This does not include compensation in the form of stock or trust options.

Special Report: Individual Direction Evaluation • Korn/Ferry International and Patrick O’Callaghan and Associates surveyed 175 board chairs, directors and CEOs to produce this special report, which can be found on pages 6 to 15. Respondents were either personally interviewed or completed an on-line survey. Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 5

Special Report

6 | Corporate Board Governance and Director Compensation in Canada A Review of 2010 | Special Report

Special Report: The Challenge of Individual Director Evaluation Introduction

ver the past ten years, there has been a significant increase in the percentage of companies that undertake some form of individual director evaluation. In 2010, 88% of the surveyed directors’ boards conducted individual director evaluations compared with 45% nine years ago.1 Furthermore, 93% of the directors who undertake individual director evaluation believe that it is a useful and constructive board process. This high level of support doesn’t mean that directors don’t believe there could be improvements, but they do believe in the concept of individual director evaluation. The focus of this special survey is on the “individual director” evaluation process, not full board and committee evaluations. Processes tend to be either self-evaluation or peer evaluation and often some combination of both. Individual director self-evaluation is the process whereby an individual director assesses his/her own performance. Individual director peer evaluation is the process whereby each director’s performance is assessed by each of the director’s peers. An informal process is one in which the board chair, lead director, governance committee chair or an individual director makes observations regarding each individual director’s performance from time to time. A formal process is a periodic process that involves an organized questionnaire or verbal interview conducted by a board member, the corporate secretary or an outside consultant. Korn/Ferry International and Patrick O’Callaghan and Associates interviewed or received written response from 175 directors for this special survey. The following table provides an overview of processes used by these directors. We were interested in examining what changes might have taken place since we last looked at individual director evaluation in detail roughly eight years ago.2

Boards that have an individual director evaluation process Self-evaluation - Informal process Self-evaluation - Formal Process Peer evaluation - Informal process Peer evaluation - Formal process

2010 Special Survey 21% 42% 21% 54%

2002 Special Survey 17% 17% 28% 15%

Note that the numbers do not add to 100% because some boards use more than one process.

1 Corporate Board Governance and Director Compensation: A Review of 2002. Patrick O’Callaghan and Associates in Partnership with Korn/Ferry International. 2 Corporate Board Governance and Director Compensation: A Review of 2002. Patrick O’Callaghan and Associates in Partnership with Korn/Ferry International.

Corporate Board Corporate Governance Board and Governance Director Compensation and Director in Compensation Canada A Review in Canada of 2010A| Review Special of Report 2010 | 7

Highlights • In 2010, 88% of boards conducted individual director evaluations compared with 45% nine years ago. • Eighty-six percent of the respondents support the use of formal individual director evaluation. However, nearly all directors indicated that there is no one perfect process that should be implemented by all boards. •

A key factor to the success is the board chair’s ability to set the tone and demonstrate openness to constructive feedback and a commitment to seek performance improvement. Without the board chair’s strong support and leadership, the individual director evaluation process is more likely to be less effective and more controversial.

•

Directors are divided on whether the purpose of individual director evaluation should be director development or a means to move under-performing directors off the board. However, most felt individual director evaluations should primarily be used for development, with a recognition that their results will also provide input that might result in the board chair asking a director to resign.

• Most directors are not ready to abandon retirement ages or terms in favour of individual director performance processes. They don’t believe that evaluation processes are refined enough to depend on them alone for director replacement and board renewal. • Individual director evaluation is deemed to be more effective when it includes both peer and self-evaluation. • Confidentiality helps directors have confidence in the process and is more likely to lead to strong support for the director evaluation process. • An important element in the long-term success of individual director evaluation is keeping it fresh with periodic renewal of the content and process.

No Single Method of Individual Director Evaluation Suits All Boards Directors strongly support the concept that individual director evaluation needs to be custom designed for each Board. There is definitely not a standard approach that fits all situations.. We have a very effective board chair who annually has a discussion with each director and provides excellent perspectives. It works very well because of the skill of the board chair. I can’t see that system working as effectively on other boards on which I sit because some board chairs simply don’t have the communication skills. Directors told us there should be a great deal of latitude as to how such a process is implemented. There were a variety of factors that directors indicated should be considered as part of an assessment of a board’s individual director evaluation process. •

Is there a board and committee evaluation process in place and is it effective? Many argued that moving to an individual director evaluation process prior to the implementation of an effective board evaluation was a mistake. Board evaluation creates evaluation experience and a foundation for the introduction of individual director evaluation.

8 | Corporate Board Governance and Director Compensation in Canada A Review of 2010 | Special Report

• How long has the Board worked together? Is this a new or relatively mature organization? How much knowledge and experience have the directors had working together? • Is there a skilled director or board chair who can lead the process and assist in providing constructive feedback? Does this individual “buy-in” to the concept of individual director assessment and demonstrate openness to receiving feedback on him/herself ? • How likely is it that the chair and individual directors will address director performance issues without a process in place? How likely is it that they will recognize how individual directors add value to the board? • Should a third party be engaged to assist in the process? What should be the role of the third party? • Have past individual director assessments generated truly useful results for the board and the directors? • How is the board structured? Is there a majority shareholder? Are directors appointed by different nominating entities? • What is the purpose of individual director evaluation? Is it board and director development or the development of information to either confirm or reject director nominations? Or some combination of both? •

What are the factors that are being assessed? Is there a mandate or terms of reference for individual directors that can be used as a benchmark for performance? Individual director evaluations are generally designed to measure contribution on a range of performance dimensions including: contribution to board and committee deliberations; the application of skills, knowledge, and experience to strategic issues and oversight; meeting preparedness and attendance; and the ability to listen, communicate effectively and encourage contribution from other directors.

• Do directors completely understand and support the documents and process prior to the implementation of the process? • How is the information generated going to be used? Who sees the information? How confidential is the process? What happens with the information once the evaluation cycle is complete?

In 2010, 88% of boards conducted individual director evaluations compared with 45% nine years ago. Directors repeatedly emphasized that such questions need to be answered in order to develop an individual director evaluation that suits a specific board. Formal appraisal processes are a very welcome addition to board life if they are taken seriously. Properly conducted, such appraisals give directors an understanding of how their performance is seen by their colleagues, and gives them the opportunity to indentify and deal with areas of weakness. The results can only be positive. The structures of some individual director evaluation processes I have been through tended to try to fit all feet into the same shoe. That approach is counter-productive. Corporate BoardCorporate Governance Board andGovernance Director Compensation and Directorin Compensation Canada A Review in Canada of 2010 A| Review Special Report of 2010 | 9

Leadership, it’s About More than Shepherding the Process Time after time, directors talked about the critical role of the board chair in the individual director evaluation process. Essentially, without the strong leadership and support of the board chair, it is unlikely that the director evaluation process will achieve its full potential. The success of the individual and peer reviews is very much a function of the attitude and tone set by the chair. If the chair is open, constructive and seeking improvement, the process will most likely be very useful. If the chair is not inclined to feedback or self-improvement it is unlikely the trust will be in place sufficient for the process to work. Peer evaluation can absolutely result in improvement in directors’ performance, but this is dependent on the chair’s ability to focus on areas of improvement and have a constructive conversation with individual directors. Tone from the top is the important element. You need buy-in from the chair to drive the process and ensure it receives the necessary attention. Directors indicated that the board chair must be fully supportive and engaged in the director evaluation process. In fact, the responsibility is usually divided between the board chair and governance committee chair. However, eighty percent of the directors surveyed believe that the board chair should take either full or partial responsibility for the process.

Purpose of Director Evaluation Process In spite of the strong support for individual director evaluation, there are still some divergent views regarding its purpose. It is clear that the perception of the purpose of director evaluation has an enormous impact on the quality of information that directors are prepared to provide and how committed they are to the process.

Purpose of Director Evaluation Process Director Development Only Primarily Director Development Director Renomination/Removal Only Primarily Director Renomination/Removal

26% 45% 11% 18%

Forty-five percent of the directors argued that the primary purpose of director evaluation should be director development – not director removal. They argued that the quality of the feedback from directors is less comprehensive and constructive when the primary purpose is the removal of directors. However, most also supported the notion that over a reasonable period of time, if a director’s performance was not meeting board standards, the director should resign or be asked to resign.

10 | Corporate Board Governance and Director Compensation in Canada A Review of 2010 | Special Report

Director evaluation should not be used to get someone off the board. The focus must be on improvement and development. I have seen chairs encourage directors to move on supported by the evaluation documentation. The process is setting up a culture of performance not entitlement. It is a tool for enhancing performance not for board cleansing. The process is not intended to lead to board renewal, it is intended to highlight strengths and weakness and to educate and develop the board. Most board members have the drive to improve, particularly if they receive constructive criticism from their peers. To use this process as a threat of director removal could result in no meaningful comments or evaluation. Some directors (11%) argued that the primary purpose of individual director evaluation should be the removal of under-performing directors. If the appraisal process is to be taken seriously it has to lead to directors being replaced where performance is deemed not up to the mark. Directors are simply less forthcoming if they know that the primary purpose of the evaluation is the removal of a director from the board. We believe most directors understand that part of the informal contract they have with the board is that ongoing performance issues that are not addressed will ultimately lead to either resignation or removal.

Retirement Age and Terms The relationship of individual director evaluation to director retirement age and/or term limits was also discussed extensively. The survey produced a great deal of commentary as to whether one or both of these policies versus individual director evaluation are the preferable way to remove directors from the board. Those who support the use of retirement age and/or term limits see less value in director evaluation. On the flip side are those who believe that a board that has a strong director evaluation process does not need a retirement age or term limit because directors are removed based on performance, not arbitrary numbers. Term or age limits are just a crutch to get rid of a poor performing director. If weâ&#x20AC;&#x2122;re getting rid of age limits, itâ&#x20AC;&#x2122;s essential to have a tough evaluation process. Boards still rely primarily on retirement ages to renew the board. There should be term and age limits, and a robust evaluation process. On balance, directors indicated that ideally director evaluation should replace retirement ages. However, when pressed, most felt that the individual director evaluation process was not yet adequately refined or mature. They did not have the confidence to abandon retirement ages as the primary tool in board renewal. Most felt that some combination of a retirement age and a director evaluation process was ideal.

Corporate BoardCorporate Governance Board andGovernance Director Compensation and Directorin Compensation Canada A Review in Canada of 2010 A| Review Special Report of 2010 | 11

The Importance of Self-Evaluation Most directors believe that self-evaluation is an important aspect of the director evaluation process, and that it should be accompanied by a discussion with the board chair. Although a few directors said that self-evaluation at least gave them an opportunity to think through their contribution, most believe that the process packs “more of a punch” if it includes accountability and feedback through a private discussion. The benefit is two-fold: by thinking of colleagues, you reflect upon yourself and become a better director, and for the person being evaluated, there is constructive feedback. Peer and self-evaluation has kept directors with a performance/contribution mindset i.e., “am I adding value?” I initially witnessed strong negative reaction but, with perseverance, dynamics improved and a performance-based culture has been reinforced at the board level. A large majority of directors believe that their peers are engaging in self-evaluation with a dedicated effort. They see the value in the process and are using it as a way to focus with purpose on just how they are providing value to the board, and where they can improve. I might not have thought that directors took self-evaluation seriously five years ago, but they do now and they comment that they want to pull their weight. I am impressed by the amount of effort put into the self-evaluation process by each director and the scrutiny that they have in completing surveys.

Do you believe that most directors on your Board make a serious effort to objectively consider their own performances using the director self-evaluation? Yes No Don’t Know

82% 7% 11%

Peer Assessments Of all the aspects of individual director evaluation, peer assessment is the one most likely to cause controversy and a reluctance to implement. While the practice has been increasing on boards over recent years, some directors still feel uncomfortable evaluating their peers. Sometimes there is an assumption that directors have reached a stage in their careers where there is no need to develop a specific process regarding individual director performance, and that an interchange regarding performance occurs naturally.

12 | Corporate Board Governance and Director Compensation in Canada A Review of 2010 | Special Report

However, that assumption is often proven false and, even where there are directors who can engage in those conversations without a process, the use of a process ensures that the full board is engaged in a cohesive manner. Directors are typically uncomfortable managing feedback and this tool is a great support. We don’t grade each other. We look for areas for improvement. It serves to surface issues that need discussion rather than allowing them to fester under the surface. Because of the sensitivity around peer evaluation, it is absolutely essential that the board puts the thought and effort into the process first to ensure it is accepted and understood by the directors before it is used. This is not a process to be entered into lightly, as it can be disruptive and fracturing if not implemented carefully. A formal peer evaluation works if the culture at the board table is open, constructive, and non-threatening. Otherwise it is difficult to get honest answers from fellow board members. I was originally opposed to peer evaluation as it can seriously fracture boards and hinder recruiting new members. However, properly conducted, this has proved to be the most effective manner to improve individual performance. One-on-one discussions with the board or governance committee chair are widely seen as an essential element. There are too many nuances involved in discussing other directors’ behaviour to be fully captured in a questionnaire, and too high a risk for miscommunication for the process to go on without discussion. The most imperative part of peer evaluation is the one-on-one conversation with the chair. It provides a basis for coaching by the board chair. Of the directors who participate in peer evaluation, 92% believe the other directors’ input is valid and useful. This fact provides strong evidence that peer assessment is a valuable part of the individual director evaluation process. It is also notable that of the 43% of surveyed directors who want to see a change in their individual director evaluation processes, the most frequent change sought is to add a peer review. The boards I am on with peer review perform at a higher level of competence than those without any process in place. As we have gained experience with peer evaluation over the last six years we found that our board has become more focused on improving their individual and collective performance and open communication has significantly improved.

Has the peer evaluation process resulted in an improvement of board dynamics? Yes No Don’t Know

67% 14% 19%

Corporate BoardCorporate Governance Board andGovernance Director Compensation and Directorin Compensation Canada A Review in Canada of 2010 A| Review Special Report of 2010 | 13

Has the peer evaluation process resulted in an improvement in director performance? Yes No Donâ&#x20AC;&#x2122;t Know

62% 19% 19%

Do you believe the other directorsâ&#x20AC;&#x2122; grading and comments on your performance are valid and useful? Yes No Donâ&#x20AC;&#x2122;t Know

92% 2% 6%

Confidentiality is Essential Many directors emphasized the importance of confidentiality. They believe performance issues should be discussed between the board chair and the individual director only. Some believed a general discussion of the results with the governance committee is reasonable, but with far less detail. Confidentiality builds confidence in the process and is more likely to lead to strong support for individual director evaluation. Further, a small number of directors expressed concern about exactly what happens to the data generated by the process once it has been used by the board chair and the individual director. I have never seen confidentiality breached, but I do wonder where this material is filed in the corporate records. The governance chair, but not the entire committee, should see the results. I think it is quite inappropriate that the governance committee knows too much about the individual director evaluations.

Process Most boards with individual director assessments evaluate their directors regularly, with 81% doing so annually and 13% every two years. Only 5% evaluate on an as-needed basis. Responsibility for the various steps of director evaluation processes is divided. The governance committee is generally responsible for development of format and content while the board chair generally is responsible for reporting results. Many directors expressed a frustration with questionnaires that are part of most individual director evaluation processes.

14 | Corporate Board Governance and Director Compensation in Canada A Review of 2010 | Special Report

People are not necessarily forthcoming in a formal peer evaluation process. The best way to do evaluations is to throw out the paper and have a meaningful dialogue between the chair and each director. A “box ticking” exercise is largely unsatisfactory. The scores do not change materially over time. The forms never quite get it, i.e., the subtleties regarding the value added by a director who asks the right questions. Of the boards with a peer evaluation, 95% provide the summarized results to someone other than the director. The most common parties that received the results were the board chair and the governance committee chair. Most directors find this appropriate, as they believe that accountability should be built into the process through a review of their results with the board chair.

Periodically Change the Process An important element in maintaining an effective individual director evaluation is keeping the process fresh and regularly assessing whether it is the best approach for a board. Directors report that changing content and approach is important to help keep value and engagement high. Directors quickly get tired of an identical process repeated year after year. The biggest challenge to confront is the danger of such evaluations becoming routine or mechanical (“just copy what I did last year”). Our process is stale. A large majority of directors find paper and pencil questionnaires boring and progressively less and less informative with each year they are used. Many argue that an interview process with the board chair or a skilled external interviewer is much more effective. A great deal can be learned from the nuances of a response, body language or the passion or lack of passion that a director reflects in his or her responses. When we asked directors whether they would like to see changes in their individual director evaluation processes, many replied that regular renewal was already built into their process. We adjust it every year in an effort of constant improvement. We switch between having the board chair and an outside consultant lead the process every two to three years.

Summary When we first talked to directors about individual director evaluation in 2002, many were still quite wary about a relatively new process. However, in 2010, we have found very strong support for adopting director assessment, and the discussion focused more on how to do it well instead of whether to do it at all. With 88% of boards using individual director evaluation in 2010, and 93% of those that use it believing it is a useful and constructive process, we believe that Canadian boards are in the second generation of individual director evaluation. These processes are no longer a rote instrument used to impress regulators and investors, but instead are a valuable tool for improving board and director effectiveness.

Corporate BoardCorporate Governance Board andGovernance Director Compensation and Directorin Compensation Canada A Review in Canada of 2010 A| Review Special Report of 2010 | 15

Board Independence Key Findings Since boards first started reporting under the CSA guidelines five years ago, each year more than 90% of Canadian boards have reported a majority of independent directors In 2009, 52% of boards had an independent chair and 32% had a lead director, compared to 29% of U.S. boards with an independent chair and 66% with a lead director 3 16% of companies combined the Chair/CEO in 2009, compared to the United States, where 76% of the largest 200 companies combined the Chair/CEO role 4 Ninety-four percent of boards reported that they held meetings of only the independent directors In 2009, 72% of income trust boards had an independent chair, compared to 59% in 2008

16 | Corporate Board Governance and Director Compensation in Canada A Review of 2010

• This was the fifth year that companies have disclosed their composition using the term “independent” under the disclosure requirements of the Canadian Securities Administrators (the “CSA”). • For the past three years, 93% of boards had a majority of independent directors.

Percentage of Sample with a Majority of Independent Directors

<500M

500M to 1B

1B to 5B

>5B

All

2009 2008 2005

92% 97% 84%

88% 87% 94%

95% 94% 95%

95% 95% 92%

93% 93% 92%

Board Independence Levels, by Board Type Majority Independent Equal Independent/Non-Independent Minority Independent

2009 2008 2009 2008 2009 2008

Equities

Income Trusts

All

93% 92% 3% 4% 5% 4%

97% 97% 2% 2% 2% 2%

93% 93% 2% 3% 4% 3%

Boards Without a Majority of Independent Directors Aastra Technologies Limited Bell Aliant Regional Communications Income Fund Canada Bread Company, Limited Corby Distilleries Limited Dollarama Inc. E-L Financial Corporation Limited European Goldfields Limited Genworth MI Canada Inc. IGM Financial Inc. InterOil Corporation

Labrador Iron Ore Royalty Income Fund Lassonde Industries Inc. Linamar Corporation Martinrea International Inc. Power Corporation of Canada Sears Canada Inc. Senvest Capital Inc. Stella-Jones Inc. Trinidad Drilling Ltd.

3 2010 NACD Public Company Governance Survey. 4 2009-2010 NACD Director Compensation Report.

Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 17

Independent Director Meetings • The CSA guidelines recommend that the independent directors hold regularly scheduled meetings at which non-independent directors and members of management are not present. Ninety-four percent of boards reported that they held meetings of only the independent directors. • Eighty-three percent of boards disclosed the number of meetings held by the independent directors. The average number of meetings has been 7 for the past two years.

Number of Meetings of only Independent Directors, by Board Type Average Median Range

2009 2008 2009 2008 2009 2008

Equities

Income Trusts

All

7 6 7 6 0 to 21 0 to 28

9 8 7 7 0 to 48 0 to 31

7 7 7 6 0 to 48 0 to 31

Inside Directors • We define an inside director as a director who is an employee of the company on whose board that director sits. • The average number of inside directors is one, as it has been for the past three years. In addition, the median is one, as it has been for the past seven years. • Equity boards continue to average two inside directors while income trusts average one inside director. These numbers have not changed over the past five years. • Twelve percent of boards had more than two inside directors in 2009. This compares to 11% in 2008 and 22% in 2000. • Four percent of companies in our sample this year had no inside directors. Of these companies, 91% of them were income trusts.

18 | Corporate Board Governance and Director Compensation in Canada A Review of 2010

• Boards with a significantly higher than average number of inside directors were: 5 Insiders Rogers Communications Inc. (18) Power Corporation of Canada (18) 4 Insiders Barrick Gold Corporation (14) Canadian Natural Resources Limited (12) Dorel Industries Inc. (10) E-L Financial Corporation Limited (9) Empire Company Limited (18) Power Financial Corporation (17) Shaw Communications Inc. (16) Transcontinental Inc. (13) (Numbers in brackets indicate total number of directors on the board)

Independent Board Leadership • The CSA governance guidelines state that board chairs should be independent directors, and where this is not appropriate, the board should appoint an independent lead director. • In 2009, 52% of boards had an independent chair and 32% had a lead director. • In the United States, independent board chairs are less prevalent, with 29% of companies falling into that category; while more boards have lead directors, with 66% falling into that category. 5 • Sixty-seven percent of the boards that did not have an independent board chair, had a lead director. This is a decrease from 70% in the previous year. • There were significant changes in board leadership at income trust boards. In 2009, 72% of income trust boards had an independent chair compared with 59% in 2008; and only 7% had neither an independent chair nor lead director in 2008 compared to 17% in 2010. • The percentage of boards without any independent board leadership is down to 16% from 20% five years ago. However the 2009 number is a slight increase over 2008 when only 13% of boards had no independent leadership. • Of the boards that had no independent leadership in 2009, 36% had a combined CEO/chair, 23% had an executive chair, 38% had an outside but non-independent chair, and 2% had no chair.

5 2010 NACD Public Company Governance Survey.

Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 19

Independent Board Leadership, by Board Type Independent chair Lead Director Neither

2009 2008 2009 2008 2009 2008

Equities

Income Trusts

All

48% 51% 37% 37% 18% 12%

72% 59% 21% 23% 7% 17%

52% 53% 32% 34% 16% 13%

Board Chairs • While the percentage of boards with a combined Chair/CEO has stayed relatively stable at 16% in 2009 compared to 17% in 2008, the percentage of boards that combine the two roles and have a lead director has dropped from 74% in 2008 to 66% in 2009. • There is an increase in boards with an executive chair (15% in 2009 compared to 9% in 2008). However, it should be noted that this category has historically gone up and down rather than show consistent trends. • In the United States, 76% of the largest 200 companies combined the Chair/CEO role.6

Percentage of Sample that have Separated The Board Chair and CEO

<500M

500M to 1B

1B to 5B

>5B

All

2009 2008 2000

67% 74% 61%

90% 82% 52%

87% 85% 67%

85% 85% 65%

84% 83% 62%

Board Chairs Independent Chair Non-Executive, Not Independent Combined Chair/CEO Executive Chair No Board Chair

2009 2008 2009 2008 2009 2008 2009 2008 2009 2008

Equities

Income Trusts

All

48% 51% 17% 18% 19% 17% 16% 11% 2% 3%

72% 59% 12% 20% 7% 12% 9% 5% 2% 4%

53% 53% 16% 18% 16% 17% 15% 9% 2% 3%

6 2009-2010 NACD Director Compensation Report.

20 | Corporate Board Governance and Director Compensation in Canada A Review of 2010

Lead Directors Percentage of Companies with a Combined Board Chair and CEO that have a Lead Director

<500M

500M to 1B

1B to 5B

>5B

All

2009 2008 2003

38% 56% 33%

100% 67% 59%

81% 89% 72%

73% 73% 56%

66% 74% 54%

Percentage of Companies with an Executive Chair* that have a Lead Director

<500M

500M to 1B

1B to 5B

>5B

All

2009 2008 2003

80% 0 30%

33% 75% 38%

78% 80% 30%

71% 83% 56%

74% 74% 40%

* We define an â&#x20AC;&#x153;Executive Chairâ&#x20AC;? as a chair who is not the CEO and whose compensation is disclosed as executive compensation, rather than as director compensation.

Percentage of Companies with a Non-Executive, Non-Independent Chair that have a Lead Director

<500M

500M to 1B

1B to 5B

>5B

All

2009 2008 2005

40% 33% 71%

25% 82% 13%

76% 64% 53%

67% 55% 56%

61% 64% 50%

Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 21

Board Composition Key Findings Boards are expanding the biographical information about directors provided to shareholders in both content, with information about directors, expertise as well as format, with graphical representation of board composition characteristics The average age of directors is 61 and the median age is 62. Ten years ago the average and median age was 59 In 2009, 44% of boards either disclosed a retirement age or specifically stated that they did not have one, compared with 36% in 2008 and 24% in 2006 Women made up 10% of directors in 2009 and 53% of boards had at least one female director. Although only marginally higher than last year, these are the highest levels achieved since 1992. While the USA has seen an increase in women leading board committees over the past few years, we have not seen a similar change in committee leadership in Canada

22 | Corporate Board Governance and Director Compensation in Canada A Review of 2010

Director Biographies •

The biographical information about directors that companies are required to disclose is fairly minimal, but we have noticed over the past few years that some boards are expanding disclosure beyond the minimum. One item that has appeared recently is the areas of expertise for each director. Just a few examples of companies including this item are SNC-Lavalin Group Inc., Bank of Montreal and Potash Corporation of Saskatchewan Inc.

•

As well as providing written information, some companies are making it easier to get a snapshot of director information at a glance with graphical representation of board composition characteristics. Examples include visual representation of the board’s composition by geography (SNC-Lavalin Group Inc., Bank of Montreal), gender (SNC-Lavalin Group Inc.), director tenure (Imperial Oil and Bank of Montreal) and areas of expertise (Bank of Montreal).

Director Age Distribution • We were able to determine the age of 80% of the directors of the boards studied. • The average age of directors in this years report is 61. The median age of directors this year is 62 as it was last year. Ten years ago the average and median age was 59. • In the United States, the median director age is 62 at the largest 200 companies and 61 in all other company size categories.7

Director Age Distribution 40 and younger 41 to 50 51 to 60 61 to 70 71 and older

2009 2008 2000 2009 2008 2000 2009 2008 2000 2009 2008 2000 2009 2008 2000

<500M

500M to 1B

1B to 5B

>5B

All

1% 1% 5% 11% 18% 21% 30% 34% 33% 42% 34% 33% 16% 14% 8%

<1% 1% 3% 16% 12% 15% 41% 33% 36% 32% 37% 34% 11% 17% 12%

1% 1% 1% 11% 10% 15% 36% 34% 36% 40% 41% 38% 12% 13% 10%

1% 1% 1% 7% 7% 11% 30% 28% 31% 51% 50% 45% 11% 14% 11%

1% 1% 2% 10% 10% 15% 33% 32% 33% 44% 44% 39% 12% 14% 10%

7 2009-2010 NACD Director Compensation Report

Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 23

Retirement Age •

Companies are not required to disclose whether or not they have a retirement policy for directors, however, the practice of disclosing this information is becoming more common. In 2009, 44% of boards either disclosed a retirement age or specifically stated that they did not have one, compared with 36% in 2008 and 24% in 2006.

• In the United States, 75% of the largest 200 companies disclosed a director retirement age.8 • In previous years, a few boards used a policy where a director left the board when either a retirement age or term limit was achieved, whichever came first. None of the boards we studied used this method in 2009, and less than 1% used it in 2008.

Director Retirement Ages

2009

2008

Retirement from the board at age 70 Retirement from the board at age 71 Retirement from the board at age 72 Retirement from the board at age 75 Formal Policy, age not specified Specify that there is no director retirement age No disclosure

14% 1% 5% 5% <1% 18% 56%

11% <1% 5% 5% <1% 14% 64%

Women made up 10% of directors 2009. This is the highest level since we have tracked gender balance on boards.

Gender • Women made up 10% of directors 2009. This is the highest level since we have tracked gender balance on boards. • The percentage of boards with at least one female director is 53%, an increase of 2% over last year. In the United States, 69% of boards have at least one female director.9 • Fifty-five percent of equity boards had at least one female director, compared to 54% in 2008 and 56% in 2007. • The number of women sitting on income trust boards continued to increase this year. Forty-five percent of income trust boards had at least one female director in 2009, compared to 42% in 2008 and 34% in 2007. 8 2009-2010 NACD Director Compensation Report. 9 2010 NACD Public Company Governance Survey.

24 | Corporate Board Governance and Director Compensation in Canada A Review of 2010

• Eleven percent of boards had three or more female directors, compared to 10% 10 in the United States. •

Recent research from the Kelley School of Business at Indiana University revealed that, while there has been slow growth in the overall percentage of women on U.S. boards, there has been an increase in the percentage of female directors that chair board committees. Unfortunately we have not seen as much growth in this area in Canada.

Percentage of Major Board Committees Chaired by Female Directors

Fortune 500*

Audit Compensation Governance *

2009 17% 18% 20%

2001 11% 9% 11%

Canada

2009 6% 7% 10%

2003** 6% 4% 6%

Data from “Women and corporate boards of directors: The promise of increased, and substantive, participation in the post Sarbanes-Oxley era” by Dan R. Dalton and Catherine M. Dalton, Business Horizons, Vol. 53, May/June 2010.

** 2003 is the first year for which we have Canadian data on this topic.

Boards with at Least One Female Director

<500M

500M to 1B

1B to 5B

>5B

All

2009 2008 2000

32% 33% 30%

31% 26% 32%

48% 46% 54%

86% 86% 82%

53% 51% 48%

Boards with at Least One Female Director, by Industry

2009

2008

2001

Consumer Discretionary Consumer Staple Energy Financials Health Care Industrials Information Technology Materials Telecommunication Services Utilities All

85% 87% 43% 57% 63% 42% 40% 33% 100% 89% 53%

83% 91% 36% 64% 57% 47% 50% 30% 100% 64% 51%

64% 65% 29% 55% 33% 38% 23% 33% 82% 100% 44%

10 2010 NACD Public Company Governance Survey.

Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 25

Female Directors on Equity and Income Trust Boards umber of Female Directors N 1 2 3 4 5 6

2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008

Equities

Percentage of Boards Income Trusts

All

26% 24% 16% 16% 9% 10% 3% 4% 1% 0 <1% 0

38% 38% 5% 3% 2% 2% 0 0 0 0 0 0

28% 27% 14% 13% 8% 8% 2% 3% 1% 0 <1% 0

Female Directors Number of Female Directors

Percentage of Boards

2009

2008

2000

28% 14% 8% 2% 1% <1%

27% 13% 8% 3% 0 0

30% 12% 3% 2% <1% 0

1 2 3 4 5 6

Boards with More Than One Female Director Two Female Directors Advantage Oil and Gas Ltd. Bombardier Inc. Brookfield Asset Management Inc. Brookfield Properties Corporation Cameco Corporation Canadian National Railway Company Canadian Tire Corporation, Limited CGI Group Inc. DundeeWealth Inc. Empire Company Limited

EnCana Corporation George Weston Limited Great-West Lifeco Inc. Harry Winston Diamond Corporation Home Capital Group Inc. Husky Energy Inc. Imperial Oil Limited Lassonde Industries Inc. Le Chateau Inc. Magna International Inc.

26 | Corporate Board Governance and Director Compensation in Canada A Review of 2010

Boards with More Than One Female Director Two Female Directors (continued) Maple Leaf Foods Inc. Methanex Corporation Metro Inc. Open Text Corporation Paramount Energy Trust Paramount Resources Ltd. RONA Inc. Russel Metals Inc. Saputo Inc. Sears Canada Inc.

Shaw Communications Inc. Stella-Jones Inc. Suncor Energy Inc. Teck Resources Limited Thomson Reuters Corporation Timberwest Forest Corp. TransAlta Corporation TransCanada Corporation Transcontinental Inc. Yellow Pages Income Fund

Three Female Directors Agrium Inc. Bank of Montreal Canadian Pacific Railway Canadian Utilities Limited Cineplex Galaxy Income Fund Cogeco Cable Inc. Hanfeng Evergreen Inc. Indigo Books & Music Inc. Industrial Alliance Insurance and Financial Services Inc. Intact Financial Corporation Loblaw Companies Limited

Manitoba Telecom Services Inc. Manulife Financial Corporation Potash Corporation of Saskatchewan Inc. Royal Bank of Canada ShawCor Ltd. SNC-Lavalin Group Inc. Sun Life Financial Inc. Talisman Energy Inc. Tim Hortons Inc. TMX Group Inc. Torstar Corporation

Four Female Directors Bank of Nova Scotia Canadian Imperial Bank of Commerce Emera Inc. Jean Coutu Group (PJC) Inc.

National Bank of Canada Rogers Communications Inc. Shoppers Drug Mart Corporation

Five Female Directors Laurentian Bank of Canada

Toronto Dominion Bank

Six Female Directors Corus Entertainment Inc.

Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 27

Board Size Key Findings Canadian boards have averaged 9 members for five years, after averaging 10 members for the eight years prior Board size is correlated with company size boards at companies with greater than $5B in assets have averaged 12 members for the past two years

28 | Corporate Board Governance and Director Compensation in Canada A Review of 2010

• Boards have averaged nine members since 2005, and before then averaged ten members for eight years. • Most of the change that has occurred in board size has been at companies with assets of more than $5 billion. For the last two years they have averaged 12 members, after averaging 13 members for four years prior. • In the United States, the average number of directors on a board is 8, which is a decrease from an average of 9 the previous year. 11

Number of Directors on a Board, by Board Type Average Median Range

Equities

Income Trusts

All

10 9 3 to 19

8 8 4 to 12

9 9 3 to 19

Most of the change that has occurred in board size has been at companies with assets of more than $5 billion. For the last two years they have averaged 12 members, after averaging 13 members for four years prior. Average Number of Board Members 2009 2008 2000

<500M

500M to 1B

1B to 5B

>5B

All

7 7 8

8 7 9

9 9 11

12 12 14

9 9 10

11 2010 NACD Public Company Governance Survey.

Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 29

Percentage of Boards in Board Size Categories Board Size

<500M

500M to 1B

1B to 5B

>5B

All

5 or less 6 to 9 10 to 12 13 to 15 16 to 19 20 or more

16% 74% 10% 0 0 0

17% 60% 21% 2% 0 0

2% 65% 24% 9% 0 0

0 24% 33% 26% 17% 0

6% 55% 24% 11% 4% 0

Percentage of Boards in Board Size Categories, by Board Type Board Size

Equities

Income Trusts

All

5 or less 6 to 9 10 to 12 13 to 15 16 to 19 20 or more

5% 50% 26% 14% 5% 0

10% 76% 14% 0 0 0

6% 55% 24% 11% 4% 0

30 | Corporate Board Governance and Director Compensation in Canada A Review of 2010

Largest Equity Boards

Number of Directors

19 18 17 16

Company Great-West Lifeco Inc. Toronto-Dominion Bank Power Corporation of Canada Rogers Communications Inc. Empire Company Limited Power Financial Corporation IGM Financial Inc. Manulife Financial Corporation Bank of Montreal Canadian Imperial Bank of Commerce Shaw Communications Inc. Canadian Tire Corporation, Limited Brookfield Asset Management Inc.

Largest Income Trust Boards

Number of Directors

12 11 10

Company Penn West Energy Trust Precision Drilling Trust Yellow Pages Income Fund Wajax Income Fund Enerplus Resources Fund Canexus Income Fund North West Company Fund Provident Energy Trust

Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 31

Board Assessments, Director Selection and Director Development Key Findings 90% of companies have a board assessment process 82% of boards have a committee assessment process 84% percent of boards had an individual director assessment process Over the past five years the use of individual meetings to conduct board evaluations has more than doubled among those boards that report their assessment methodology More boards are providing much greater detail about their director selection process

32 | Corporate Board Governance and Director Compensation in Canada A Review of 2010

Percentage of Boards with Assessment Process

2009

2008

2000

Board Assessment Committee Assessment Individual Director Assessment

90% 82% 84%

89% 83% 84%

73% 41% 45%

Board Assessment • In 2009, 90% of companies had a board assessment process. This category has fluctuated between 85% and 93% over the past five years. • In the United States, 90% of boards conduct full board assessments.12 • Of those companies that conducted a board assessment, 81% of them described the process.

Committee Assessment • Eighty-two percent of boards have a committee assessment process. Of those companies that conducted committee assessments, 81% of them described the process used for their assessments. • In the United States, 81% of boards conduct committee assessments.13 • Nineteen percent of boards with a committee assessment process in place stated that it included an assessment of each committee chair, up from 14% the previous year.

For the past two years, 84% percent of boards had an individual director assessment process. This compares to 49% in the USA.

Individual Director Assessment • For the past two years, 84% percent of boards had an individual director assessment process. Of those that conducted individual assessments in 2009, 81% described the process used for their assessments. • In the United States 49% of boards conduct individual director assessments.14 • Of the boards that described their individual director assessment process, 38% stated that they used a self-assessment tool, which in some cases included a peer evaluation tool as well. Twenty-four percent used a self-assessment tool alone and 18% of companies stated that they used a peer evaluation tool alone in their director assessment process. • Our Special Survey this year is a focused look at individual director assessment. Results and discussion can be found starting on page 7. 12 2010 NACD Public Company Governance Survey.

13 2010 NACD Public Company Governance Survey.

14 2010 NACD Public Company Governance Survey.

Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 33

Assessment Methodology • Over the past five years the use of individual meetings to conduct board evaluations has more than doubled among those boards that report their assessment methodology. In 2009, 34% of the companies that had a board assessment and reported its methodology used individual meetings, compared with 27% in 2008 and 15% in 2005. • We expect to see continued growth in this practice as we hear more and more boards saying that face-to-face meetings are the most effective way to get real value out of assessments. They find them very helpful in moving away from the “tick-box” mentality and towards an engaged discussion in the performance of the board, its committees and individual directors. • Boards tend to use individual meetings to assess directors more so than they do for the full board or committees. • Use of questionnaires for assessments has had less growth. In 2009, 88% of boards that reported assessment methodology used a questionnaire compared with 69% in 2005.

Frequency of Individual Director Meetings to Conduct Assessments among Boards that have an Assessment and Report Assessment Methodology*

2009

2008

2005

Board Assessment Committee Assessment Individual Director Assessment

34% 35% 47%

27% 22% 44%

15% 13% 33%

* Includes boards that assess via individual meetings both in conjunction with other methods like questionnaires or full board discussions, as well as those that only use individual meetings.

Director Selection • Under the Canadian Securities Administrators board governance disclosure requirements, issuers must describe their director nomination process. • Ninety-nine percent of the companies in our sample provide an overview of their director nomination process; however, we are starting to notice that many companies are beginning to describe their process in much more detail. • Matrices that identify a board’s skills and experience, as well as any existing gaps, are becoming more common, and boards are starting to discuss their use in governance disclosure. In the proxy circulars studied for this report, 23% of boards identified the use of a matrix in their director selection process and 13% included a copy of the matrix in their proxy. • The use of matrices that provide a snapshot of the board, as well as the increased detail we have been seeing in director biographies in the past few years are a strong indication that boards are taking very seriously the idea that shareholders want to be informed about a board’s composition and the processes it uses to maintain an ideal balance of skills and experience. 34 | Corporate Board Governance and Director Compensation in Canada A Review of 2010

Director Development • The Canadian Securities Administrators corporate governance disclosure rules requires issuers to describe what measures, if any, a board takes to provide orientation and continuing education for its directors. • Nearly all companies (99%) provided some detail on their orientation practices, while 96% provided some detail on their continuing education practices.

Companies Providing Substantial Continuing Education Detail AGF Management Limited* Bank of Montreal* BCE Inc. Biovail Corporation* Cameco Corporation Canadian Imperial Bank of Commerce* Canadian National Railway Company Canadian Pacific Railway Canadian Real Estate Investment Trust* Canadian Tire Corporation* Celestica Inc. CGI Group Inc.* Corus Entertainment Inc. Emera Inc.* Enbridge Inc. Finning International Inc.* Forzani Group Ltd.* Gildan Activewear Inc. Goldcorp Inc. H&R Real Estate Investment Trust* Husky Energy Inc.

Inmet Mining Corporation* Keyera Facilities Income Fund* Kinross Gold Corporation Manulife Financial Corporation* MDS Inc.* Metro Inc.* National Bank of Canada Nexen Inc. Potash Corporation of Saskatchewan Inc.* Royal Bank of Canada Shoppers Drug Mart Corporation Silver Wheaton Corp. SNC-Lavalin Group Inc. Sun Life Financial Inc. Talisman Energy Inc. TELUS Corporation Toronto-Dominion Bank* TransCanada Corporation* Transcontinental Inc.* WestJet Airlines Ltd.

*These companies also provided substantial information on director orientation practices

• Some of the measures disclosed by these companies include: – Directors’ handbooks and/or intranet sites; – Individual orientation meetings with management; – Presentations provided by both internal and external experts; – Strategy sessions; – Educational reading material; – Directors attending committee meetings of which they are not members; – Site tours; – Self education through online learning; – External course offerings (including in some cases, the Directors’ Education Program offered through the Institute of Corporate Directors); – Membership in professional associations. Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 35

Meetings and Attendance Key Findings The overall board meeting attendance rate is 96%, with 75% of directors having a perfect attendance record Attendance is even better at committee meetings where the average attendance is 97% and 86% of members have perfect attendance The average number of board meetings has stayed relatively constant, at either 9 or 10 per year since 1997

36 | Corporate Board Governance and Director Compensation in Canada A Review of 2010

Attendance Records • Ninety-seven percent of the boards provided board meeting attendance records for each director. • Committee meeting attendance is not mandatory disclosure, however most boards provide this information. This year, 84% of the boards studied disclosed committee meeting attendance for some or all board committees. • Overall, Canadian directors maintain a very good attendance rate at board meetings, with 75% attending 100% of board meetings and an overall meeting attendance rate of 96%. • Committee meetings are even better attended, with 86% of directors attending 100% of committee meetings and an overall committee attendance rate of 97%.

Board and Committee Meeting Attendance Board Meetings

Equities

Income Trusts

All

Average Board Meeting Attendance Rate

96%

97%

96%

Percentage of Directors with 100% Attendance Rate at Board Meetings

74%

78%

75%

Percentage of Directors with 75% to 99% Attendance Rate at Board Meetings

22%

21%

22%

Average Committee Meeting Attendance Rate

97%

Percentage of Directors with 100% Attendance Rate at Committee Meetings

86%

88%

86%

Percentage of Directors with 75% to 99% Attendance Rate at Committee Meetings

11%

10%

11%

Committee Meetings

Board Meetings • Ninety-nine percent of the boards reported the number of board meetings held. •

While the average number of meetings has been 9 or 10 since 1997, the range has increased over time. In 2009, the high end of the range went up to 48 meetings from 38 in 2008. However, very few boards report meeting numbers at the high end of the range. In each of the past three years, only one board each year has reported 35 or more meetings in a year.

• Overall, the average number of board meetings held in 2009 was 10, as it has been for the past three years. The median number of board meetings held was 9.

Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 37

• In the United States, boards met an average of 6 times in person in 2009, in addition to an average of 3 telephone meetings. 15 • Equity boards held an average of 10 meetings in 2009 and the median number of board meetings held was 8. Income trust boards held an average of 10 meetings in 2009 and the median number of board meetings held was 9. • Thirty-three percent of equity boards held eleven or more board meetings in 2009, which was the same as last year. Thirty-eight percent of income trust boards held eleven or more board meetings in 2009, compared to 41% in 2008.

Board Meetings Held 2009 2008 2000

Average

Median

Range

Companies Reporting

10 10 10

9 9 9

2 to 48 3 to 38 3 to 28

99% 99% 41%

Board Meetings Held, by Board Type Average Median Range

Equities

Income Trusts

All

10 8 2 to 25

10 9 4 to 48

10 9 2 to 48

Board Meeting Frequency Distribution* Number of Meetings 3 or fewer 4 to 6 7 to 10 11 to 15 16 to 20 21 or more

<500M

500M to 1B

1B to 5B

>5B

All

2% 33% 42% 17% 4% 2%

2% 24% 50% 10% 7% 7%

2% 20% 37% 29% 9% 3%

0 13% 49% 31% 4% 3%

1% 21% 43% 25% 7% 3%

Board Meeting Frequency Distribution*, by Board Type Number of Meetings

Equities

Income Trusts

All

2% 21% 43% 24% 6% 3%

0 19% 43% 26% 7% 5%

1% 21% 43% 25% 7% 3%

3 or fewer 4 to 6 7 to 10 11 to 15 16 to 20 21 or more

*Percentages are based only on those boards that disclosed meeting frequency. 15 2010 NACD Public Company Governance Survey.

38 | Corporate Board Governance and Director Compensation in Canada A Review of 2010

Committee Meetings â&#x20AC;˘ We are continuing to see an increase in the percentage of boards that report the number of meetings held by their compensation and governance committees. Audit committees showed a slight decrease in their reporting over last year. â&#x20AC;˘ Audit committees averaged six meetings in 2009, compared to an average of five meetings for compensation committees and four meetings for governance committees.

Committee Meetings Held by Major Committees Average Median Range Audit Committee 2009 6 5 1 to 18 2008 6 5 3 to 16 2003 6 5 1 to 12 Compensation/HR Committee 2009 5 4 0 to 22 2008 5 4 1 to 16 2003 4 4 1 to 16 Governance Committee 2009 4 4 0 to 13 2008 4 4 1 to 14 2003 4 3 0 to 16

Boards Reporting* 88% 90% 66% 89% 84% 65% 89% 83% 67%

*Percent of boards with the named committee type

Committee Meetings Held by Major Committees, by Board Type Average Median Range Audit Committee Equities 6 5 1 to 18 Income Trusts 5 5 4 to 11 All 6 5 1 to 18 Compensation/HR Committee Equities 5 5 0 to 22 Income Trusts 4 4 0 to 9 All 5 4 0 to 22 Governance Committee Equities 4 4 0 to 13 Income Trusts 4 3 0 to 9 All 4 4 0 to 13

Boards Reporting* 87% 95% 88%

89% 94% 89%

86% 96% 89%

*Percent of boards with the named committee type.

Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 39

Board Committees Key Findings For the past five years, boards have averaged four committees each Directors in 2009 averaged one committee membership Pension Committees are decreasing in frequency, while more boards have Risk Committees

40 | Corporate Board Governance and Director Compensation in Canada A Review of 2010

Board Committees • For the fifth year in a row, boards have averaged four committees each. • The average and median number of committees for equity boards continues to be four, while for income trust boards it remains at three. • In 2009, 5% of boards had a Pension Committee, a drop from 6% for the previous two years. This category has decreased steadily since it was at 11% in 2003. In the United States, 2% of boards have an Employee Benefits/Retirement Plan Committee.16 • In 2009, 13% of boards had a Risk Committee, a slight increase from 12% in 2008. This category has grown steadily since it was at 6% in 2000. In the United States, 10% of boards have a Risk Oversight Committee. 17 •

Only 1% of boards had a Strategic Planning Committee in 2009, down from 2% in the previous five years and 3% prior to that. We believe this decrease stems from a stronger role in strategic planning being taken by boards as a whole. In the United States, 8% of boards have a Strategic Planning Committee.18

In 2009, 13% of boards had a Risk Committee, a slight increase from 12% in 2008. This category has grown steadily since it was at 6% in 2000. In the United States, 10% of boards have a Risk Oversight Committee. Number of Board Committees, by Board Type

Equities

Average Median Range

4 4 1 to 7

Income Trusts 3 3 1 to 6

All 4 4 1 to 7

16 2010 NACD Public Company Governance Survey. 17 2010 NACD Public Company Governance Survey. 18 2010 NACD Public Company Governance Survey.

Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 41

2009 <500M 2008 2000 2009 500M - 1B 2008 2000 2009 1B - 5B 2008 2000 2009 >5B 2008 2000 2009 All 2008 2000

100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

88% 0 100% 0 92% 0 83% 0 87% 2% 100% 0 95% 0 96% 0 94% 2% 96% 16% 97% 16% 97% 18% 92% 4% 95% 4% 95% 4%

80% 78% 61% 88% 92% 63% 95% 93% 71% 97% 99% 75% 92% 92% 67%

14% 22% 12% 26% 30% 15% 34% 35% 28% 38% 38% 33% 30% 34% 21%

2% 0 12% 10% 6% 17% 10% 6% 31% 16% 17% 48% 10% 8% 25%

in g Pl an n ic St ra te g

sk Ri

Pe ns io n

at in g*

N om

en t In ve st m

e an c

Fi n

en t/S af et ut y iv e Ex ec

ro nm

e* an c

En vi

ov er n G

Co nd uc

Co m pe ns

Au d

at io n/ H R tR ev ie w

Percentage of Boards with Types of Committees

2% 2% 16% 2% 6% 3% 6% 14% 0 3% 2% 1% 7% 2% 1% 5% 7% 5% 0 7% 4% 8% 6% 2% 11% 4% 2% 14% 10% 2% 4% 8% 2% 4% 7% 5% 10% 2% 3% 6% 4% 5% 6% 12% 3% 8% 9% 8% 13% 29% 9% 8% 5% 16% 28% 8% 7% 5% 22% 23% 5% 7% 6% 5% 13% 6% 8% 5% 6% 12% 4% 3% 7% 10% 6%

2% 0 5% 0 4% 2% 1% 2% 2% 3% 3% 8% 1% 2% 4%

* “Governance” includes combined Governance and Nominating Committees. The “Nominating” column refers to stand-alone Nominating Committees, or Nominating Committees combined with a committee other than Governance.

Equity

2009 100% 94% 5% 93% 31% 12% 6% 5% 6% 6% 11% 12% 1% 3% 2008 100% 98% 6% 93% 35% 10% 7% 5% 5% 7% 12% 13% 2% 3% 0 0

90% 28% 2% 2% 17% 7% 2% 26% 14% 2% 91% 29% 2% 2% 20% 4% 3% 29% 9% 2%

42 | Corporate Board Governance and Director Compensation in Canada A Review of 2010

0 0

in g Te c

2009 100% 92% 4% 92% 30% 10% 5% 7% 6% 5% 14% 13% 1% 2% 2008 100% 95% 4% 92% 34% 8% 6% 8% 5% 6% 16% 12% 2% 2%

Income 2009 100% 84% 2008 100% 86%

hn ol o

Pl an n ic St ra te g

sk Ri

Re se rv es

In ve st m en t N om in at in g* Pe ns io n

All

Co m pe ns at io Co n/ nd H R uc tR ev G ie ov w er na nc e* En vi ro nm en Ex t/S ec af ut et iv y e Fi na nc e

Au di t

Percentage of Boards with Types of Committees, by Board Type

Committee Membership • In 2009, 94% of independent directors had at least one committee membership. • Of the directors that had no committee memberships, 23% were board chairs and 19% had been on the board for a year or less. • Overall, directors in 2009 averaged one committee membership. Independent directors averaged two committees each and non-independent directors averaged one committee each if they were outside directors or zero committees each if they were inside directors.

Overall, directors in 2009 averaged one committee membership. Independent directors averaged two committees each and non-independent directors averaged one committee each if they were outside directors or zero committees each if they were inside directors.

Percentage of Directors with Committee Memberships Number of Committee Memberships

Percentage of Independent Directors

Percentage of Percentage of Non- Independent Non-Independent (Inside) Directors (Outside) Directors

2009

2008

2009

2008

2009

2008

75%

74%

46%

45%

31%

20%

36%

45%

12%

15%

<1%

Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 43

Director Compensation Key Findings After six years of double-digit annual increases in director retainers, the average 2009 retainer of $71,512 was only a 4% increase over the 2008 average The average director retainer on an equity board in 2009 was 41% higher than on an income trust board The average board meeting fee in 2009 was $1,589, nearly identical to the average board meeting fee of $1,587 in 2008 Annual retainers are significantly higher if they include a mandatory portion in shares or share equivalents

44 | Corporate Board Governance and Director Compensation in Canada A Review of 2010

Introduction •

In order to thoroughly account for the compensation paid to directors, we combine the cash amounts with values of shares, trust units or share/trust unit equivalents such as deferred share units. We refer collectively to all compensation in the form of shares, trust units or share/trust unit equivalents as “shares” or “share compensation”.

• Where a board has not given a cash value of share equivalents, we have calculated based on the number of shares awarded and the fiscal year-end closing price. • We have not estimated the value of stock options. However, we do report on the number of boards that grant stock options to directors in the “Stock-Based Compensation” section, which begins on page 64.

Annual Retainers • •

The increase in average director retainer between 2008 and 2009 was only 4%. This followed annual increases ranging between 10% and 48% since we first began looking at retainers as a combined annual cash and share/DSU value in 2002. The relatively low increase in retainer appears largely attributable to the cash portion. In 2009, the average cash portion of retainers decreased by 1%, while the value of the average share/DSU portion rose by 5%. In the two years prior the average cash portion increased by 11% and 16% respectively, while the average value of the share/DSU portion increased by 7% and 23% respectively.

• In the United States, the largest 200 companies gained a 1% increase in median total director compensation, while total director compensation decreased in all other size categories.19 • The median retainer value is $50,000, which is the same as 2008. The median retainer value decreased by $5,000 on equity boards and increased by $8,961 on income trust boards. • The average director retainer on an equity board was 41% higher than on an income trust board in 2009. Last year equity board retainers were, on average, 47% higher than income trust boards. • In 2009, 63% of companies paid retainers worth more than $40,000, versus 62% of companies last year. The percentage of companies that paid retainers worth more than $40,000 grew across all asset size groups, except the under $500 million category, which dropped to 30% in 2009 from 36% in 2008. • In the United States in 2009, the combined average cash retainer and value of share awards for the largest 200 companies was US$178,710.20

Annual Board Retainer, by Board Type Average Median Range

Equities

Income Trusts

All

$75,918 $55,000 $5,000 to $390,611

$53,886 $43,961 $10,000 to $155,000

$71,512 $50,000 $5,000 to $390,611

19 2009-2010 NACD Director Compensation Report. 20 2009-2010 NACD Director Compensation Report.

Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 45

Average Annual Board Retainer

<500M

500M to 1B

1B to 5B

>5B

All

2009 2008 2000*

$34,696 $39,940 $11,572

$51,050 $44,914 $14,694

$65,615 $59,872 $16,473

$114,514 $111,969 $24,949

$71,512 $69,043 $16,573

* 2000 amounts do not include the value of all compensation in shares or share units.

Retainer Distribution $10,000 or less $10,001 to $15,000 $15,001 to $20,000 $20,001 to $30,000 $30,001 to $40,000 over $40,000 No Retainer

2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008

<500M

500M to 1B

1B to 5B

>5B

All

10% 3% 12% 3% 18% 17% 20% 25% 4% 6% 30% 36% 6% 11%

0 0 0 6% 7% 8% 31% 40% 14% 8% 43% 36% 5% 4%

2% 2% 0 0 2% 4% 17% 15% 11% 14% 66% 62% 2% 3%

0 0 0 0 1% 3% 1% 1% 5% 5% 92% 91% 0 0

3% 1% 2% 1% 5% 6% 15% 17% 9% 9% 63% 62% 2% 3%

Retainer Distribution, by Board Type $10,000 or less $10,001 to $15,000 $15,001 to $20,000 $20,001 to $30,000 $30,001 to $40,000 over $40,000 No Retainer

Equities

Income Trusts

All

3% 2% 5% 12% 9% 66% 3%

2% 0 5% 29% 10% 52% 2%

3% 2% 5% 15% 9% 63% 2%

46 | Corporate Board Governance and Director Compensation in Canada A Review of 2010

Largest Equity Board Retainers Crescent Point Energy Corp. EnCana Corporation Red Back Mining Inc. Goldcorp Inc. Suncor Energy Inc. Trican Well Service Ltd. Advantage Oil and Gas Ltd. Celestica Inc. Canadian National Railway Company Barrick Gold Corporation Biovail Corporation Enbridge Inc.

Total

Cash Portion

Share Based Portion*

$390,611 $314,800 $290,000 $236,613† $232,680 $228,088 $225,718 $210,900† $205,725 $188,100† $182,400† $180,000

$30,000 $30,000 $50,000 $114,000† $36,000 $20,000 $100,000 $37,050† $17,130† $84,645† $57,000† $135,000

$360,611 $284,800 $240,000 $122,613† $196,680 $208,088 $125,718 $173,850† $188,595 $103,455† $125,400† $45,000

Where share values have not been provided, the value of shares has been calculated based on the number of shares awarded in fiscal 2009 and the fiscal year end closing share price.

†

Converted from $US at 1.14.

Largest Income Trust Board Retainers Canadian Oil Sands Trust Vermilion Energy Trust Penn West Energy Trust Bell Aliant Regional Communications Income Fund Enerplus Resources Fund Pengrowth Energy Trust Pembina Pipeline Income Fund Daylight Resources Trust Precision Drilling Trust Inter Pipeline Fund

Total

Cash Portion

Share Based Portion*

$155,000 $147,640 $125,000

$25,000 $25,000 $50,000

$130,000 $122,640 $75,000

$120,000 $115,000 $110,000 $105,000 $101,520 $100,000 $100,000

$120,000 $35,000 $30,000 $30,000 $40,000 $40,000 $50,000

$80,000 $80,000 $75,000 $61,520 $60,000 $50,000

* Where share values have not been provided, the value of shares has been calculated based on the number of shares awarded in fiscal 2009 and the fiscal year end closing share price.

Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 47

Board Meeting Fees • The average board meeting fee in 2009 was $1,589, nearly identical to the average board meeting fee of $1,587 in 2008. • This year the average equity board meeting fee was 6% higher than the average income trust board meeting fee. Last year there was a 14% difference between equity and income trust board meeting fees.

Average Board Meeting Fee

<500M

500M to 1B

1B to 5B

>5B

All

2009 2008 2000*

$1,400 $1,673 $1,084

$1,429 $1,387 $1,095

$1,517 $1,495 $1,232

$1,922 $1,853 $1,328

$1,589 $1,587 $1,285

* 2000 amounts do not include the value of all compensation in shares or share units.

Board Meeting Fee, by Board Type Average Median Range

Equities

Income Trusts

All

$1,610 $1,500 $500 to $10,000

$1,512 $1,500 $1,000 to $3,500

$1,589 $1,500 $500 to $10,000

How are Directors Compensated? • In 2009, 26% of companies paid their directors with a retainer only compared with 25% in 2008 and 22% in 2007. The average retainer paid by these companies was $84,957, only a 2% increase over last year’s average of $83,130. • In 2009, the number of companies paying directors with both a retainer and meeting fee remained relatively steady. Seventy-three percent of companies reported compensating directors with this method in 2009 compared to 72% in 2008. • Equity boards are more likely to use a retainer-only compensation plan for directors than income trust boards. In 2009, 27% of equity boards chose this method compared with 19% of income trust boards. • Income trust boards are more likely to use a retainer and meeting fee method of compensation to pay their directors. In 2009, 81% of income trust boards used this method while only 70% of equity boards chose this method. •

Annual retainers are significantly higher if they include a mandatory portion in shares or share equivalents. The average retainer that included shares or share equivalents in 2009 was 125% higher in value than the average retainer that was cash-only or had only a voluntary portion in shares or share equivalents. This compares to a differential of 113% last year.

48 | Corporate Board Governance and Director Compensation in Canada A Review of 2010

Forms of Compensation

Retainer Only Meeting Fee Only Retainer and Meeting Fee Stock Options Only No Compensation

Percent of Boards

2009 2008 2009 2008 2009 2008 2009 2008 2009 2008

Average Retainer

26% $84,957 25% $83,130 1% 1% 73% $66,882 72% $64,325 <1% 1% <1% 1%

Average Meeting Fee

$967 $1,050 $1,598 $1,578

In 2009, the number of companies paying directors with both a retainer and meeting fee remained relatively steady. Seventy-three percent of companies reported compensating directors with this method in 2009 compared to 72% in 2008. Forms of Compensation, by Board Type

Retainer Only Meeting Fee Only Retainer and Meeting Fee Stock Options Only No Compensation

Percent of Boards Average Retainer Average Meeting Fee

All Equities Income Trusts All Equities Income Trusts All Equities Income Trusts All Equities Income Trusts All Equities Income Trusts

26% $84,957 27% $89,165 19% $58,446 1% 1% 0 73% $66,882 70% $70,860 81% $52,916 <1% <1% 0 <1% <1% 0

$967 $967 $1,598 $1,622 $1,512

Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 49

Average and Median Board Retainers, Including Cash and Shares, by Board Type

Mandatory Shares in Retainer No Mandatory Shares in Retainer

Average

Median

Average

Median

All Equities Income Trusts

$99,908 $106,457 $73,943

$93,888 $100,000 $56,220

$44,477 $46,945 $34,521

$35,000 $40,000 $30,000

Average and Median Board Retainers, Including Cash and Shares Mandatory Shares in Retainer No Mandatory Shares in Retainer Average Median Average Median <500 M 500M - 1B 1B - 5B >5B All

2009 2008 2003 2009 2008 2003 2009 2008 2003 2009 2008 2003 2009 2008 2003

$54,997 $59,560 $22,090 $78,066 $74,922 $20,685 $87,905 $80,147 $42,049 $130,861 $128,796 $67,681 $99,908 $96,810 $50,054

$50,000 $60,000 $20,000 $74,840 $70,000 $16,500 $69,915 $74,900 $37,500 $120,000 $122,750 $55,000 $93,888 $98,436 $39,370

50 | Corporate Board Governance and Director Compensation in Canada A Review of 2010

$26,084 $29,663 $17,461 $34,841 $33,560 $20,830 $46,069 $43,833 $25,018 $76,843 $79,610 $43,572 $44,477 $45,506 $24,626

$20,000 $25,000 $15,000 $30,000 $25,000 $15,000 $40,000 $40,000 $21,724 $52,500 $67,500 $40,000 $35,000 $35,000 $20,000

Board Chair Compensation Key Findings The 2009 average non-executive chair retainer of $198,861 was 3% higher than in 2008, after 2% and 4% increases consecutively in the two previous years The average non-executive chair retainer in 2009 was $126,465 for income trust boards and for equity boards was 75% higher at $220,894 As is the case with director retainers, non-executive chair retainers are larger when there is a mandatory portion in shares or share equivalents

Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 51

Introduction • All compensation in this section represents board chairs who are not CEOs. We define “executive chairs” as those board chairs whose compensation is disclosed as executive compensation, and “non-executive chairs” as those chairs whose compensation is disclosed as director compensation. •

For the fourth year in a row, we have excluded executive chairs from our analysis and are only providing data for non-executive chairs. The decision to exclude data for executive chairs was taken in light of the small number of executive chairs included in our sample and the high variability in compensation for executive chairs, making it difficult to identify patterns or draw sensible conclusions from the data available.

Non-Executive Chairs • The 2009 average non-executive chair retainer of $198,861 was 3% higher than in 2008, after 2% and 4% increases consecutively in the two previous years. • When looking at the overall average cash and share/DSU portions of non-executive chair compensation, the average cash portion decreased by 1% from the 2008 average, while the value of the share/DSU portion increased by 3%. • In 2009, the average non-executive chair retainer was 75% higher on equity boards than on income trust boards. The size of this differential is continuing its downward trend from a 77% differential in 2008 and a 95% differential in 2007. •

As is the situation with director retainers, non-executive chair retainers are larger when there is a mandatory portion in shares or share equivalents. The average retainer that included shares or share equivalents in 2009 was 57% higher in value than the average retainer that was cash-only or had only a voluntary portion in shares or share equivalents. This compares to a differential of 76% last year.

Non-Executive Chair Retainer, by Board Type Average Median Range

Equities

Income Trusts

All

$220,894 $200,000 $5,000 to $871,251

$126,465 $103,052 $25,000 to $320,500

$198,861 $175,000 $5,000 to $871,251

Average Annual Non-Executive Chair Retainer

<500M

500M to 1B

1B to 5B

>5B

All

2009 2008 2000*

$87,324 $98,114 $62,839

$125,277 $112,765 $74,892

$176,972 $165,700 $107,184

$312,953 $306,538 $159,623

$198,861 $192,280 $104,260

*2000 amounts do not include the value of all compensation in shares.

52 | Corporate Board Governance and Director Compensation in Canada A Review of 2010

Average and Median Non-Executive Chair Retainers, Including Cash and Shares, by Board Type

Mandatory Shares in Retainer No Mandatory Shares in Retainer Average Median Average Median

All Equities Income Trusts

$247,769 $278,585 $163,726

$227,275 $270,000 $157,440

$157,937 $176,517 $85,478

$120,000 $150,000 $75,000

The 2009 average non-executive chair retainer of $198,861 was 3% higher than in 2008, after 2% and 4% increases consecutively in the two previous years. Largest Non-Executive Equity Board Chair Retainers Goldcorp Inc. Thomson Reuters Corporation Canadian National Railway Company Bombardier Inc. EnCana Corporation Suncor Energy Inc. Teck Resources Limited Saputo Inc.

Total

Cash Portion

$871,251† $684,000† $639,960 $600,000 $564,800 $536,080 $518,950 $500,000

$748,638† $684,000† $137,040† $600,000 $280,000 $250,000 $340,000 $500,000

Share Based Portion* $122,613† $502,920 $284,800 $286,080 $178,950

* Where share values have not been provided, the value of shares has been calculated based on the number of shares awarded in fiscal 2009 and the fiscal year end closing share price. †Converted from $US at 1.14

Largest Non-Executive Income Trust Board Chair Retainers Canadian Oil Sands Trust Vermilion Energy Trust RioCan Real Estate Investment Trust Pengrowth Energy Trust Parkland Income Fund Precision Drilling Trust Enerplus Resources Fund Provident Energy Trust

Total

Cash Portion

Share Based Portion*

$320,500 $262,541 $260,394 $235,000 $227,275 $225,000 $220,000 $207,410

$110,000 $110,000 $175,000 $75,000 $78,960 $165,000 $120,000 $110,000

$210,500 $152,541 $85,394 $160,000 $148,315 $60,000 $100,000 $97,410

* Where share values have not been provided, the value of shares has been calculated based on the number of shares awarded in fiscal 2009 and the fiscal year end closing share price.

Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 53

Lead Director Compensation Key Findings 73% of boards with a lead director paid an additional fee to the lead director Larger companies are more likely to pay a lead director retainer The average lead director retainer for equity boards in 2009 was $35,748 and for income trust boards was $22,982

Corporate Governance Director Compensation in Canada A Review of 2010 | 54 54 | Corporate Board Governance and Director Compensation inBoard Canada A Reviewand of 2010

• Seventy-three percent of boards with a lead director paid an additional fee to the lead director in 2009, compared with 72% in 2008 and only 38% in 2002. • Larger companies are more likely to pay a lead director retainer. In 2009, 78% of companies with more than $1 billion in assets that had a lead director paid an additional retainer to the lead director, compared with 55% of companies with assets of less than $1 billion. •

Companies are more likely to pay a lead director retainer when there is an inside director as chair. When there is a lead director in addition to an executive chair or a chair who is also CEO, 90% of companies pay a lead director retainer. When there is a lead director and an outside chair who is not independent, 64% pay a lead director retainer.

• Seventy percent of equity boards with a lead director paid an additional fee to the lead director, compared to 92% of income trust boards. • In 2009, there was a 1% decrease in the average lead director retainer.

Lead Director Additional Retainer*, Including Cash and Shares Average Median Range

2009

2008

2003

$33,825 $20,000 $3,000 to $285,000

$34,262 $25,000 $3,000 to $125,000

$26,111 $15,000 $1,500 to $105,113

* Additional to director retainer.

Lead Director Additional Retainer*, Including Cash and Shares, by Board Type Average Median Range

Equities

Income Trusts

All

$35,748 $22,800 $3,000 to $285,000

$22,982 $15,000 $7,800 to $60,000

$33,825 $20,000 $3,000 to $285,000

* Additional to director retainer.

Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 55

Committee Chair Compensation Key Findings 91% of companies paid a committee chair retainer that was higher than the committee member retainer The average equity board committee chair retainer was $13,938 compared to $12,169 at income trust boards 77% of boards paid a higher retainer to the chair of the audit committee than to other committee chairs The average premium audit committee chair retainer was 65% higher than the average retainer paid to other committee chairs, or at companies that did not pay a premium for chairing the audit committee

Corporate Board Governance 56 | Corporate Board Governance and Director Compensation in Canada A Review ofand 2010Director Compensation in Canada A Review of 2010 | 56

Committee Chair Retainer • For the past two years, 91% of companies paid a committee chair retainer that was higher than the committee member retainer. This statistic has been relatively stable for the last five years, moving only from 87% in 2005, after bigger changes from 81% in 2004 and 75% in 2003. • In the United States, 94% of the largest 200 companies paid a committee chair retainer.21 • Eighty-nine percent of equity boards paid a committee chair retainer, compared to 97% of income trust boards. • The average 2009 committee chair retainer was 1% higher than in 2008, after 7% increases over the previous two years. • In 2009, the average equity board committee chair retainer was 14% higher than the average income trust board committee chair retainer. This differs from 2008 when the differential was 28% over the previous year.

Committee Chair Retainer, by Board Type Average Median Range

Equities

Income Trusts

All

$13,938 $10,000 $2,000 to $250,000

$12,169 $10,000 $2,500 to $55,000

$13,567 $10,000 $2,000 to $250,000

In 2009, the average equity board committee chair retainer was 14% higher than the average income trust board committee chair retainer. This differs from 2008 when the differential was 28% over the previous year. Average Annual Committee Chair Retainer

<500M

2009 2008 2000*

$9,046 $10,264 $3,132

500M to 1B

1B to 5B

>5B

All

$9,853 $10,137 $3,528

$12,394 $11,676 $4,219

$18,446 $18,735 $11,052

$13,567 $13,407 $6,033

* 2000 amounts do not include the value of all compensation in shares or share units.

21 2009-2010 NACD Director Compensation Report.

Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 57

Audit Committee Chair Retainer • Over the past three years, the percentage of boards that paid a higher retainer to audit committee chairs than other committee chairs has fluctuated between 76% and 78%, after increases that took this figure from 38% to 71% between 2003 and 2006. • The average premium audit committee chair retainer has ranged from 60% to 66% higher than non-audit committees for the past four years, a decrease from averages of 72% to 80% higher than non-audit committee chairs for the three years previous. • The average premium audit committee chair retainer increased over the previous year by 2%, and by 5% and 8% in the two previous years consecutively. • In 2009, 86% of income trust boards paid a premium audit committee chair retainer, an increase of 1% over last year. Seventy-five percent of equity boards paid such a premium, which was the same as the previous two years. • The average premium audit committee chair retainer at equity boards was 11% higher than at income trust boards. This is a decrease of 11% over last year. • In the United States, the median audit committee chair retainer at the largest 200 companies was US$20,000.22

Average Premium Audit Committee and Non-Audit* Committee Chair Retainer, by Board Type

% that Pay a Premium Average Audit Committee Audit Committee Chair Retainer at Chair Retainer Companies that Pay a Premium

All Equities Income Trusts

77% 75% 86%

Average Non-Audit Chair Retainer

$17,432 $17,838 $16,010

$10,569 $10,997 $8,858

* ”Non-Audit” includes audit committees at those companies that do not pay a premium for audit committee membership.

Over the past three years, the percentage of boards that paid a higher retainer to audit committee chairs than other committee chairs has fluctuated between 76% and 78%, after increases that took this figure from 38% to 71% between 2003 and 2006.

22 2009-2010 NACD Director Compensation Report.

58 | Corporate Board Governance and Director Compensation in Canada A Review of 2010

Average Premium Audit Committee and Non-Audit* Committee Chair Retainer, by Board Size <500 M 500M - 1B 1B - 5B >5B All

% of Asset Group that Average Audit Average Pay a Premium Audit Committee Chair Retainer at Non-Audit Committee Committee Chair Retainer Companies that Pay a Premium Chair Retainer 54% 71% 81% 89% 77%

$11,231 $12,710 $17,119 $22,436 $17,432

$7,406 $7,404 $8,613 $15,560 $10,569

* ”Non-Audit” includes audit committees at those companies that do not pay a premium for audit committee membership.

Premium Audit Committee Chair Retainer vs. Non-Audit* Committee Chair Retainer

Audit Committee

Non-Audit Committee

Average

2009

$17,432

$10,569

Median Range

2008 2003 2009 2008 2003 2009 2008 2003

$17,037 $12,561 $15,000 $15,000 $10,000 $3,000 to $75,000 $3,000 to $75,000 $3,000 to $75,000

$10,503 $7,254 $7,500 $7,500 $5,000 $2,000 to $250,000 $1,605 to $250,000 $1,000 to $250,000

* ”Non-Audit” includes audit committees at those companies that do not pay a premium for audit committee membership.

Committee Chair Meeting Fee • For the past four years, 5% of companies paid a higher meeting fee to committee chairs than to committee members. The same percentage applies on equity boards as well as income trust boards. • The average committee chair meeting fee in 2009 was $2,606 compared to $2,492 in 2008. The average equity board committee chair meeting fee was $2,621, and the average income trust board committee chair meeting fee was $2,333.

Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 59

Committee Member Compensation Key Findings The average committee member retainer for equity boards in 2009 was $5,870 and for income trust boards was $6,060 The average committee meeting fee for equity boards in 2009 was $1,584 and for income trust boards was $1,474 22% of the companies surveyed paid a higher committee retainer for audit committee members than for other committees

Corporate Board Governance 60 | Corporate Board Governance and Director Compensation in Canada A Review ofand 2010Director Compensation in Canada A Review of 2010 | 60

Committee Member Retainer â&#x20AC;˘ Overall, the average 2009 committee member retainer decreased by 1% over 2008, following 7% and 8% annual increases in the two years previous. â&#x20AC;˘

While the average committee member retainer increased by 59% at companies with less than $5 billion in assets, it should be noted that this category has showed fluctuation over recent years rather than a consistent pattern. The 59% increase follows a 25% increase, a 19% decrease and a 17% increase the previous three consecutive years.

â&#x20AC;˘

Of the companies that paid committee member compensation, 35% paid both a retainer and meeting fee and 9% paid a retainer only. This breakdown has been relatively stable for the last six years, with the percentage paying a retainer and meeting fee varying between 34% and 36%, and the percentage paying only retainers varying between 8% and 10%.

Committee Member Retainer, by Board Type Average Median Range

Equities

Income Trusts

All

$5,870 $5,000 $1,000 to $28,500

$6,060 $5,000 $2,000 to $20,000

$5,898 $5,000 $1,000 to $28,500

Average Committee Member Retainer 2009 2008 2000*

<500M

500M to 1B

1B to 5B

>5B

All

$6,597 $4,138 $2,093

$4,167 $4,927 $1,950

$5,573 $5,398 $3,072

$6,475 $7,064 $4,020

$5,898 $5,976 $3,160

* 2000 amounts do not include the value of all compensation in shares or share units.

Overall, the average 2009 committee member retainer decreased by 1% over 2008, following 7% and 8% annual increases in the two years previous.

Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 61

Committee Member Meeting Fee • In 2009, the average committee meeting fee increased by 1% over the 2008 average. Over the past five years, the annual increase in committee meeting fees has ranged between 1% and 4%. • In 2009, the average committee meeting fee on an equity board was 7% higher than on an income trust board. The differential in 2008 versus the previous year was 13%. • Of the boards that paid some form of committee member compensation, 48% paid committee members a meeting fee only, which is slightly higher than 46% in 2008. • Eight percent of companies that paid committee meeting fees paid a higher meeting fee to audit committee members in 2009 compared with 9% in 2008 and 11% in 2007. • In the United States, 46% of the largest 200 companies paid a committee member meeting fee.23

Committee Member Meeting Fees, by Board Type Average Median Range

Equities

Income Trusts

All

$1,584 $1,500 $250 to $3,420

$1,474 $1,500 $750 to $3,500

$1,561 $1,500 $250 to $3,500

In 2009, the average committee meeting fee on an equity board was 7% higher than on an income trust board. The differential in 2008 versus the previous year was 13%. Average Committee Member Meeting Fee

<500M

500M to 1B

1B to 5B

>5B

All

2009 2008 2000*

$1,382 $1,512 $910

$1,426 $1,379 $1,011

$1,524 $1,514 $1,138

$1,784 $1,734 $1,214

$1,561 $1,549 $1,068

*2000 amounts do not include the value of all compensation in shares or share units.

23 2009-2010 NACD Director Compensation Report.

62 | Corporate Board Governance and Director Compensation in Canada A Review of 2010

Audit Committee Member Retainer • In 2009, 21% of companies paid a higher committee retainer for audit committee members than for other committees. This percentage was the same as last year and compares to 17% in 2007 and 15% in the previous two years. • Twenty-two percent of equity boards paid a premium for audit committee membership, compared to 24% in 2008. Fifteen percent of income trust boards paid a premium for audit committee membership, compared to 11% in 2008. • The average audit committee retainer was 47% higher than the average committee member retainer for other committees or at companies that did not pay a premium for audit committee membership. This was the same percentage as last year and compares with 38% in 2007 and 60% in 2003. • In the United States, the median audit committee retainer at the top 200 companies was US$10,000.24

Committee Member Retainer: Audit Committee Premium Compared With Non-Audit* Committee Average

2009

Audit Committee $7,442

Non-Audit Committee $5,058

2008

$7,596

$5,153

2003

$5,196

$3,236

Median

2009

$6,000

$4,000

2008

$6,000

$4,000

2003

$5,000

$3,000

Range

2009

$2,000 to $28,500

$1,000 to $28,500

2008

$2,000 to $26,750

$1,000 to $26,750

2003

$3,000 to $10,000

$1,000 to $14,015

* “Non-Audit” includes audit committees at those companies that do not pay a premium for audit committee membership.

Twenty-two percent of equity boards paid a premium for audit committee membership, compared to 24% in 2008. Fifteen percent of income trust boards paid a premium for audit committee membership, compared to 11% in 2008.

24 2009-2010 NACD Director Compensation Report.

Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 63

Stock-Based Compensation Key Findings In 2009, 84% of equity boards and 69% of income trust boards had at least one form of stock-based compensation for their directors Across all companies in our survey, the use of stock-based compensation increased to 81% from 80% the previous year In 2009, 20% of companies provided directors with stock options or trust unit rights, which is the lowest percentage in the last five years

Corporate Board Governance 64 | Corporate Board Governance and Director Compensation in Canada A Review ofand 2010Director Compensation in Canada A Review of 2010 | 64

Introduction • We consider a company to have stock-based compensation when, during the year in question, directors receive at least one of stock or trust unit options, shares or trust units, or “share equivalents” (typically a form of deferred share or trust units). • We consider a company to have stock option compensation for directors in 2009 when options were actually granted to directors during the fiscal year.

Forms of Stock-Based Compensation • In 2009, 81% of companies used some form of stock-based compensation for directors, which is a slight increase over 80% in 2008. This category has fluctuated, with between 77% and 81% of companies using stock-based compensation in each of the past five years. • In 2009, 84% of equity boards had at least one form of stock-based compensation for their directors, compared with 69% of income trust boards. • In 2009, 20% of companies provided directors with stock options or trust unit rights, which is the lowest percentage in the last five years. In 2008 and 2007, 23% granted stock options, which was down from 25% in 2006 and 26% in 2005. • In the United States, director compensation at the largest 200 companies includes full-value shares at 92% of the boards and stock options at 27%.25

Percentage of Companies with a Stock Component in Director Compensation 2009 2008 2000

<500M

500M to 1B

1B to 5B

>5B

All

66% 78% 62%

69% 62% 63%

82% 81% 74%

95% 91% 85%

81% 80% 70%

Percentage of Companies with Various Types of Stock-Based Director Compensation, by Board Type Equities Income Trusts All

Shares/Trust Units

Stock Options/Trust Unit Rights

15% 17% 15%

23% 10% 20%

Share Equivalents None 61% 45% 58%

16% 29% 19%

Totals are more than 100% because some companies provide more than one form of stock-based compensation.

25 2009-2010 NACD Director Compensation Report.

Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 65

Percentage of Companies with Various Types of Stock-Based Director Compensation 2009 2008 2000

Shares/Trust Units

Stock Options/ Trust Unit Rights Share Equivalents

15% 17% 25%

20% 23% 70%

58% 54% 28%

None 19% 20% 17%

Totals are more than 100% because some companies provide more than one form of stock-based compensation

Mandatory vs. Voluntary Compensation in Shares or Share Equivalents Compensation in Shares or Share Equivalents, by Board Type Option to take all or part of compensation in shares or share equivalents

Equities

Income Trusts

All

18%

14%

17%

Must take all or part of compensation in shares or share equivalents, no option of taking a further portion in the same manner

14%

41%

19%

At least a portion of compensation must be in share or share equivalents

34%

28%

Compensation in Shares or Share Equivalents Option to take all or part of compensation in shares or share equivalents

2009

2008

2002

17%

19%

Must take all or part of compensation in shares or share equivalents, no option of taking a further portion in the same manner

19%

17%

At least a portion of compensation must be in share or share equivalents

28%

66 | Corporate Board Governance and Director Compensation in Canada A Review of 2010

Compensation Summary Key Findings There were very modest increases in director compensation in 2009

Corporate Governance Director Compensation in Canada A Review of 2010 | 67 67 | Corporate Board Governance and Director Compensation inBoard Canada A Reviewand of 2010

Average Compensation

<500M

500M to 1B

1B to 5B

>5B

All

Director Retainer Board Meeting Non-Executive Chair Retainer Committee Chair Retainer Committee Member Retainer Committee Member Meeting Telephone Meeting

$34,696 $39,940 $11,572 $1,400 $1,673 $1,084 $87,324 $98,114 $62,839 $9,046 $10,264 $3,132 $6,597 $4,138 $2,093 $1,382 $1,512 $910 $850 $951 $520

$51,050 $44,914 $14,694 $1,429 $1,387 $1,095 $125,277 $112,765 $74,892 $9,853 $10,137 $3,528 $4,167 $4,927 $1,950 $1,426 $1,379 $1,011 $762 $825 $608

$65,615 $59,872 $16,473 $1,517 $1,495 $1,232 $176,972 $165,700 $107,184 $12,394 $11,676 $4,219 $5,573 $5,398 $3,072 $1,524 $1,514 $1,138 $884 $820 $630

$114,514 $111,969 $24,949 $1,922 $1,853 $1,328 $312,953 $306,538 $159,623 $18,446 $18,735 $11,052 $6,475 $7,064 $4,020 $1,784 $1,734 $1,214 $920 $962 $617

$71,512 $69,043 $16,573 $1,589 $1,587 $1,285 $198,861 $192,280 $104,260 $13,567 $13,407 $6,033 $5,898 $5,976 $3,160 $1,561 $1,549 $1,068 $863 $861 $587

2009 2008 2000* 2009 2008 2000* 2009 2008 2000* 2009 2008 2000* 2009 2008 2000* 2009 2008 2000* 2009 2008 2000*

*2000 amounts do not include the value of all compensation in shares or share units.

68 | Corporate Board Governance and Director Compensation in Canada A Review of 2010

Average Compensation, by Board Type

Equities

Income Trusts

All

Director Retainer Board Meeting Non-Executive Chair Retainer Committee Chair Retainer Committee Member Retainer Committee Member Meeting Telephone Meeting

$75,918 $74,610 $1,610 $1,637 $220,894 $216,122 $13,938 $14,148 $5,870 $5,960 $1,584 $1,593 $852 $859

$53,886 $50,714 $1,512 $1,438 $126,465 $121,769 $12,169 $11,010 $6,060 $6,071 $1,474 $1,411 $909 $865

$71,512 $69,043 $1,589 $1,587 $198,861 $192,280 $13,567 $13,407 $5,898 $5,976 $1,561 $1,549 $863 $861

2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008

Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 69

Director Share Ownership Key Findings 95% of directors owned and/or controlled shares in the companies on whose boards they sat in 2009. This figure has been above 90% for the past five years In 2009, 66% of boards had an explicit shareholding guideline, compared to 45% at the largest 200 company boards in the United States. However, when considering companies with either or both a shareholding guideline and a requirement that shares/DSUs that must be held until retirement, the U.S. leads with 85% of the largest 200 companies in this category, compared with 73% of the Canadian companies in this survey 26 Shareholding guidelines expressed as a dollar value equal to a multiple of the annual retainer have grown in popularity consistently for the past five years. In 2005, 51% of boards with shareholding guidelines used this model, and this percentage has increased each year since then and is 69% in 2009 In 2009, of those companies requiring directors to hold stock, 62% required the stock be valued at least 3 times their annual retainer, while 27% required directors to hold 4 times or more, and 11% required less than 3 times

70 | Corporate Board Governance and Director Compensation in Canada A Review of 2010

Director Shareholding • In 2009, 95% of directors owned and/or controlled shares in the companies on whose boards they sit. For the past five years, more than 90% of directors fell into this category each year. • Ninety-four percent of directors on equity boards and 98% of directors on income trust boards owned and/or controlled shares in the companies on whose boards they sit. • Of those directors that did not own and/or control shares in 2009, 33% had been on their boards for less than one year.

Percentage of Directors Who Own And / Or Control Shares Or Share Equivalents in the Companies on Whose Boards They Sit 2009 2008 2000

<500M

500M to 1B

1B to 5B

>5B

All

85% 92% 80%

91% 89% 84%

96% 95% 88%

99% 98% 93%

95% 95% 87%

Director Shareholding Guidelines • When director compensation includes a mandatory portion in deferred share units that must be held as long as the director remains on the board, we consider this to be an implicit director shareholding guideline. • In 2009 the number of boards with an explicit shareholding guideline increased to 66%, up 2% from the previous year, and up from 9% in 2000. •

In the United States, 85% of the largest 200 companies have some form of director shareholding guideline, which is a decrease from 90% one year ago. Of these 200 largest companies, 45% have only guidelines for director shareholding, 28% have only shares deferred to retirement, and 12% use both of these models.27

Percentage of Boards with a Director Shareholding Guideline

2009

2008

2000

Specified guideline only

66%

64%

Including mandatory deferred share units that must be held until the director leaves the board

73%

71%

14%

• While, historically, equity boards have been much more likely than income trust boards to have either an explicit or implicit shareholding guideline, the gap between the two continues to narrow. 26 2009-2010 NACD Director Compensation Report. 27 2009-2010 NACD Director Compensation Report.

Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 71

Percentage of Boards with a Director Shareholding Guideline, by Board Type Specified guideline only Including mandatory deferred share units that must be held until the director leaves the board

Equities

Income Trusts

All

2009 2008 2007 2006

68% 68% 66% 60%

57% 52% 47% 37%

66% 64% 62% 54%

2009 2008 2007 2006

74% 74% 71% 68%

71% 61% 54% 41%

73% 71% 67% 61%

â&#x20AC;˘ Shareholding guidelines expressed as a dollar value equal to a multiple of the annual retainer have grown in popularity consistently for the past five years. In 2005, 51% of boards with shareholding guidelines used this model, and this percentage has increased each year since then and sits at 69% in 2009.

Types of Director Share Ownership Guidelines, Shown as a Percentage of all Companies With a Specific Director Share Ownership Guideline

2009

2008

2003

Dollar Value Equal to a multiple of the annual director retainer

69%

64%

48%

Specific number of shares or share units Specific dollar value Highest of two of the variables listed above Multiple of annual retainer plus another item Details not provided

15% 16% 0 <1% 0

18% 18% 0 <1% 0

30% 19% 2% 0 0

72 | Corporate Board Governance and Director Compensation in Canada A Review of 2010

â&#x20AC;˘

The percentages of companies requiring directors to hold various multiples of the annual director retainer remained relatively stable in 2009 over 2008. We continue to see companies shifting away from requiring directors to hold multiples greater than three times their retainers. In 2003, 56% of companies required directors to hold a multiple of four or more, while in 2009 only 27% of companies fell into this category. Over the same time period, companies requiring directors to hold a multiple of six or eight times their retainer value has dropped from 15% to 2%.

Breakdown of Director Shareholding Guidelines Stated as a Dollar Value Equal to a Multiple of the Annual Director Retainer

2009

2008

2003

Equal to the retainer value Two times the retainer value Two and a half times the retainer value Three times the retainer value Four times the retainer value Five times the retainer value Six times the retainer value Eight times the retainer value

3% 8% 0 62% 5% 20% 2% 0

3% 8% 1% 58% 8% 20% 3% 0

4% 13% 0 27% 6% 35% 13% 2%

Value* of Director Share Ownership Guidelines Average value Median value Range of values

2009

2008

2003

$212,511 $150,000 $5,000 to $855,000

$196,719 $150,000 $6,750 to $802,500

$137,933 $108,850 $6,250 to $490,525

* Where a guideline specified a number of shares or share units, a value was calculated based on the fiscal year-end closing price of the share. If a company had more than one class of share and did not specify one class in the shareholding guideline, the calculation was based on the class of share with the lower year-end closing price. Where a guideline specified a value equal to a multiple of the annual retainer, the value was calculated using the retainer amount for 2009.

Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 73

Company Data

74 | Corporate Board Governance and Director Compensation in Canada A Review of 2010

he following pages contain data collected from annual reports, management proxy circulars and annual information forms regarding fiscal year-ends in late 2009 and early 2010. It is in alphabetical order by company name.

Any additional explanation required for entries is detailed in the Company Data Endnotes on pages 86 to 88. Stock compensation is an increasingly important part of director compensation. It is represented in the Appendix as follows: • Req’d:

“X” in this column indicates that directors must take all or some of their compensation in either shares or share equivalents.

• Elect:

“X” in this column indicates that directors can elect to take all or some of their cash compensation in the form of shares or share equivalents.

• Options:

Values of stock options are not stated, however we do indicate which companies granted stock options to directors in fiscal 2009.

Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 75

Average Non Number of Number of Term **Director Executive Assets *Board Number of Independent Female Served Shareholding Chair Board Name Trust ($000) Leadership Directors Directors Directors (years) Guideline? Retainer Retainer

Aastra Technologies Limited

585,480

CC,LD

ACE Aviation Holdings Inc.

323,000

CC,LD

Yes

Advantage Oil and Gas Ltd.

1,927,241

Aecon Group Inc.

1,689,338

CC,LD

Yes

Ag Growth International Inc.

387,850

Yes

AGF Management Limited

5,675,922

CC,LD

Yes

389,766 33 45,000

Agnico-Eagle Mines Limited

4,841,987 1

Yes

240,000

Agrium Inc.

11,154,900 1

Yes

342,000 1

Alamos Gold Inc.

410,721 1

Yes

Algoma Central Corporation

694,306

Algonquin Power Income Fund

Alimentation Couche-Tard Inc. Alliance Grain Traders Inc. AltaGas Income Trust

Altius Minerals Corporation ARC Energy Trust

Armtec Infrastructure Income Fund

3,711,726 1

921,590

NIC,LD

Yes

50,000 35,000

45,000

115,000 136,800 1

40,000

18,000 21,500

29,000

24,000

202,500 71

36,000 71

404,423

EC,LD

223,558

NIC

50,000

150,000 101 50,000

651,758

225,718 32

102,500

2,629,100 3,914,500

25,000

120,000

Yes

12,000 53,026 61

10,000

50,000 101

Astral Media Inc.

2,405,232

EC,LD

Yes

50,000 113

Yes

120,000 2

ATCO Ltd.

9,954,600

NIC,LD

Atrium Innovations Inc.

722,366 1

110,000

40,000

ATS Automation Tooling Systems

752,798

Yes

85,000 2

65,000 2

Aurizon Mines Ltd.

323,293

CC,LD

Yes

16,000

Avenir Diversified Income Trust

367,115

CC,LD

175,000

25,000

Bank of Montreal

388,458,000

Bank of Nova Scotia

496,516,000

Barrick Gold Corporation

30,865,500 1

EC,LD

1,884,005

EC,LD

Yes

38,050,000

Yes

Baytex Energy Trust

BCE Inc. Bell Aliant Regional Communications Income Fund

Yes

300,000

Yes

300,000

Yes 300,000

4,151,600

NIC,LD

Yes

Biovail Corporation

2,356,426 1

NIC,LD

Yes

Birchcliff Energy Ltd.

837,108

Bird Construction Income Fund

438,642

NIC,LD

313,920

CC,LD

2,378,278

CC,LD

24,251,220 3,092,129

BMTC Group Inc. Boardwalk Real Estate Investment Trust

Bombardier Inc. Bonavista Energy Trust

Bonterra Energy Corp.

293,987

25,000 100,000 120,000

188,100 1 30,000

150,000 2

120,000

342,000 1

182,400 1

35,000

Yes

25,000 23

NIC,LD

Yes

80,000 2

CC,LD

Yes

105,000

600,000

17,600

75,000

30,000

9,800 88

BPO Properties Ltd.

2,406,200

NIC,LD

Yes

Brookfield Asset Management Inc.

70,568,280 1

NIC,LD

Yes

339,881 1

150,000

Brookfield Properties Corporation

23,449,800 1

Yes

85,500 1,2

EC,LD

3,526,300

CAE Inc.

2,621,900

Yes

225,000

Calfrac Well Services Ltd.

840,890

Yes

294,900

Brookfield Renewable Power Fund

Calloway Real Estate Investment Trust

35,000

80,000 101,450

4,236,839

Yes

22,500 45

Cameco Corporation

7,342,100

Yes

120,000 2

Canada Bread Company, Limited

986,41 2

Canadian Apartment Properties Real Estate Investment Trust

40,000

55,000

2,279,779

250,000

NIC

NIC,LD

Yes

75,000 42

55,000 42

70,000 100,000

Canadian Imperial Bank of Commerce

335,944,000

Yes

300,000

Canadian National Railway Company

25,176,000

Yes

639,960

205,725

Canadian Natural Resources Limited

41,024,000

Yes

176,370

Canadian Oil Sands Trust

6,953,000

Yes

320,500

155,000

15,531,400

Yes

330,000

130,000 2

2,158,935

Yes

92,500

40,000

8,789,500

Yes

344,000 50

120,000

Canadian Utilities Limited

9,083,600

NIC,LD

Yes

175,000

120,000

Canadian Western Bank

11,635,872

Yes

80,000

40,000

383,350

Yes

111,330

50,950

2,677,800

Yes

70,375 69

10,000 69

Canadian Pacific Railway Canadian Real Estate Investment Trust

Canadian Tire Corporation, Limited

Canexus Income Fund

Canfor Corporation

* CC = combined CEO/Chair, IC = Independent Chair, NIC = Non-executive, Non-independent chair, EC = Executive chair, LD = lead director (if blank, there is no board chair or lead director) ** Includes guidelines to hold any type of shares or share units. Non-bold are specific guidelines. Bold are implicit shareholding policies where directors receive a mandatory portion of their compensation in share units, and those share units must be held as long as the directors is a member of that board.

76 | Corporate Board Governance and Director Compensation in Canada A Review of 2010

All amounts include cash and the value of shares and/or share units.

Board Meeting Fee

Lead Director Retainer Committee Retainer Committee Meeting Fee

1,500

37,500

5,000

1,500

Committee Chair Fee Stock Component

Regular: Retainer

Bold: Meeting Fees

10,000 3

10,000

4,000

1,500

5,000 4,000

10,000

20,000

1,140 1

2,000

3,000 8

3,990 1

1,140 1

1,710 1,3

6,270 1

10,000 3 6,000 8

15,000 3

X X

25,000 3 17,100 1,3

1,000

6,000

1,600

10,460

1,500

1,350

2,700 71

10,000 3

4,500 71

8,100 3,71

1,000

3,000

1,250

1,000

8,000

3,000

18,000 3

15,000

5,000

12,500

2,000

1,500

2,000 2,30

22,500 4

30,000 3

1,000

10,000

15,000 3

7,500

12,500 3

30,000

7,500 3

1,500 2

8,500

20,000 3

1,500

7,000

10,000 3

3,000 2

2,500 2

1,500 2,81

1,200

6,000

1,200

6,000

1,000 62

6,000 3,63,64

10,000

750

2,000

1,500

2,000

3,420 1,3

1,500

34,200 1

3,000

6,000 3

20,000

15,000 17

1,500

1,7101

5,700 1

11,400 1,3

1,000 1,500

7,800

15,000

35,000 3

11,400 1

22,800 1,3

30,000 24,39

1,710 1

20,000 3

5,700 1,44

11,400 1,8,17

5,000

1,500

8,000

15,000 3

2,500 2

5,000 2

2,500 2

10,000 2

20,000 3

1,200

6,000

15,000

4,000

7,500 3

11,000 3

20,000

1,200

1,000

4,800 3

55,000 3 22,800 1,3

1,500

75,000 3

55,000 28,5001

40,000 3

25,000

5,000

15,000 2,3

15,000

1,500 2,81

5,000

1,800 3

1,000 60,000

1,600

5,660

Options

6,000

4,000 3

Elect

20,000 3

1,500

Req’d

5,000

15,000 3

35,000

15,000

8,550 1

8,550 1,3

1,000 1,500 2

3,500 2

1,500

2,500 3

1,000

1,500 3

1,500 2

2,000 2,3

1,000 79

10,000

15,000

25,000 3

5,000

10,000 3

5,000

10,000 3

10,000 2 15,000 2,3,4 3,000

5,000 6

2,000

1,710 1

3,990 1

1,710 1

1,500

4,500

1,500

7,500

1,500

4,000

7,000

1,500

1,500 2

3,500 2

25,000 6

X X X

8,000 3

7,000

2,000

5,000

10,000

1,500

25,000 3

40,000 3,6

21,090 ¹

15,000 3

8,000

12,000 68

20,000 3

7,000 2,3

1,500 2

8,500 2

17,000 2,3

1,500

5,000

10,000 3

2,000

11,000

25,000 3

1,500

8,500

20,000 3

1,500

7,500

15,000 3

8,000

13,000 3

3,000 69

2,000 30

30,000

1,500

7,500 3

4,000

8,000 3

2,750 3 3,000 3

1,500

3,000

1,500

500 69,70

1,500 69

500 69,70

X X

Stock Component: “Options” indicates if directors received stock options. “Req’d” indicates if directors are required to take all or a portion of their compensation in shares or share equivalents. “Elect” indicates if directors may choose to take all or a portion of their compensation in shares or share equivalents.

Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 77

Yes

Cangene Corporation

345,191

NIC

Cardiome Pharma Corp.

70,796

EC,LD

123,750

28,500 1

Cascades Inc.

3,792,000

EC,LD

Yes

50,237

Catalyst Paper Corporation

2,090,800

Yes

CCL Industries Inc.

1,645,497

EC,LD

Yes

60,586 13

Celestica Inc.

4,316,268 1

Yes

210,900 1

125,000 353,400 1

88,750 109

60,000

Celtic Exploration Ltd.

678,770

Cenovus Energy Inc.

23,429,280 1

Yes

304,996 1

32,678 1

Centerra Gold Inc.

1,224,360 1

Yes

178,571 47

45,000 47

CGI Group Inc.

3,899,910

EC,LD

Yes

Chartwell Seniors Housing Real Estate Investment Trust

2,598,670

Yes

Chemtrade Logistics Income Fund

495,477

Yes

367,417

Yes

Churchill Corporation (The)

80,000 46 220,000

50,000 32,500 46 40,000 105,000

CI Financial Corp.

3,006,431

IC,LD

100,000

82,500

Cineplex Galaxy Income Fund

1,312,785

50,000

Cinram International Income Fund

Yes

894,558 1

Clairvest Group Inc.

305,360

125,000

30,000

CML Healthcare Income Fund

997,272

80,000

35,000 43

Cogeco Cable Inc.

2,665,403

Yes

75,000

24,000 108

Cominar Real Estate Investment Trust

1,835,946

Yes

103,052

25,000

Connacher Oil & Gas Limited

1,739,518

Yes

98,731

Consolidated Thompson Iron Mines Limited

1,123,661

Yes

953,856

Yes

Coopers Park Corporation

130,641

Corby Distilleries Limited

271,241

Corus Entertainment Inc.

1,874,700

EC,LD

Yes

Cott Corporation

996,132 1

IC,LD

Yes

179,053 1

139,153 1,2

Crescent Point Energy Corp.

5,439,430

Yes

399,264 36

390,611 36

Crew Energy Inc.

963,248

Consumers’ Waterheater Income Fund

X X

Davis + Henderson Income Fund

941,555

Daylight Resources Trust

1,727,814

Yes

140,000

157,440 34 70,000

40,000

65,000 56,220 34 10,000 18,250 114 35,000

Yes

65,000

30,000

NIC

Yes

180,745

101,520

125,000

20,000

Detour Gold Corporation

439,256

EC,LD

Dollarama Inc.

1,322,237

CC,LD

30,000

Dorel Industries Inc.

2,282,485¹

40,000

DragonWave Inc.

186,032

Dundee Corporation

3,291,200

Yes

442,000 60

DundeeWealth Inc.

2,190,790

NIC,LD

Yes

245,000

45,000

E-L Financial Corporation Limited

12,898,040

20,000 40,000

Yes

112

45,000

Eldorado Gold Corporation

3,917,163 1

Yes

75,000

Emera Inc.

5,293,200

Yes

160,000

35,000

Empire Company Limited

6,248,300

Yes

200,000

50,000 2

Enbridge Inc.

28,169,000

Yes

420,000 2

EnCana Corporation

38,562,780

Yes

564,800

314,800

5,905,516

Yes

220,000

115,000

Ensign Energy Services Inc.

2,128,090

Yes

Equinox Minerals Limited

1,661,748 1

Yes

300,000

Equitable Group Inc.

3,846,074

Yes

83,957

European Goldfields Limited

848,274 1

Yes

345,787

12,000

1,668,100

30,000

Enerplus Resources Fund

Evertz Technologies Limited Extendicare Real Estate Investment Trust

Yes

100,000

180,000 2

51,354

150,000 41,457

84,680

Fairborne Energy Ltd.

940,443

NIC,LD

20,000

Fairfax Financial Holdings Limited

32,379,192 1

CC,LD

Yes

75,000

Finning International Inc.

3,671,400

NIC,LD

Yes

First Capital Realty Inc.

3,691,643

Yes

First Quantum Minerals Ltd.

5,203,644 1

CC,LD

Yes

FirstService Corporation

1,150,864 1

Yes

Flint Energy Services Ltd.

974,657

Yes

2,864,899

Fort Chicago Energy Partners LP

280,000 29

62,490

136,800 1

52,500 185,000

100,000

72,922 37

42,922 2,37

78 | Corporate Board Governance and Director Compensation in Canada A Review of 2010

100,000 29

All amounts include cash and the value of shares and/or share units.

Board Meeting Fee

Lead Director Retainer Committee Retainer Committee Meeting Fee

Committee Chair Fee Stock Component

Regular: Retainer

Bold: Meeting Fees

3,420 1

85,500 1

3,420 1

1,500

2,000

2,000 13

5,000

12,500

2,000 13

2,850 1,41

Req’d

Elect

17,100 1,17 28,500 1,3,8 2,000

10,000 3

2,500 3

1,634 1

10,000

15,000 3

7,500 13

12,500 3

11,400 1,40 22,800 1,3

1,250

1,500

2,000

2,500

1,500

15,000

1,750 3

8,169 1 3,000 10,000

16,338 1,3 6,000 3

X X

1,500

1,000

20,000 3

15,000 3 5,000

10,000 3

1,500

3,000

10,000 3

1,000

5,000

10,000 3

1,000

6,000

1,500 3

1,500

3,750

10,000 3

1,500

5,000

10,000 3

1,500

10,000

30,000 8

1,500

8,000

15,000 3

30,000 3,000

5,000 3

500

1,500 1,000

2,500

1,500

1,000

6,000

5,000 8 X

40,000 3

500

1,350 5,000

7,500 3

1,500

12,500 46 10,000 3

12,500 3

5,000

1,634 1

Options

1,500 3

34,200 1,2

1,500

5,000 3

10,000 3

11,400 1,2

17,100 1,3

4,000

10,000 3

X X X

1,500

1,200

4,000

2,000

8,000 3

10,000

2,000

20,000

30,000 3

5,000

1,500

5,000

10,000 3

1,000

5,000

1,500

5,000

1,500 1,500

20,000

2,000

3,000 3

10,000 3

1,500

5,000 3

1,500

10,000 17

15,000 8

35,000 3

1,500

5,000 3

1,500

10,000 17

15,000 8

35,000 3

1,180

125,000

3,250 3

1,500

5,000

1,750

3,000

5,000 3

1,750

5,000 17

2,000 2

3,000 2

5,000 2,3

2,000 2

1,500

10,000 3 12,000 24

15,000 3

10,000

15,000 3,87

10,000 2

15,000 2,4

25,000 2,3

15,000 3

1,500

7,500

1,500

10,000

20,000 3

1,250

5,000

10,000 3

2,500

1,200 86

10,000 17 5,000

15,000 38

25,000 3

15,000 3

8,474 35

3,000

800

5,000

10,000 3

3,500 31

5,000 3

3,500 31

5,000

25,000 3

1,500

10,000 40,000

1,500

3,000

5,000 5,000

10,000 3

6,000 3

1,500

10,000

20,000 3

5,000 3

1,500

7,500 68

10,000 3

22,800 1

800

22,800 1,3,8

1,400

5,000

1,500

5,000

10,000 3 7,500 3

1,500 2

7,500

15,000 3

Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 79

Fortis Inc.

12,160,000

Forzani Group Ltd. (The)

701,929

Franco-Nevada Corporation Freehold Royalty Trust

Yes

190,000

Yes

273,900

2,303,816 1

Yes

40,000

Yes

418,540

Gabriel Resources Ltd.

658,694

Galleon Energy Inc.

1,136,732

EC,LD

Gammon Gold Inc.

964,368

Gastar Exploration Ltd.

337,711 1

Genivar Income Fund

IC NIC,LD

533,097

75,000 49,780

30,000

80,000

50,000

75,000

40,000

Yes

75,000

80,000

30,000 27,360 1

Genworth MI Canada Inc.

5,209,926

CC,LD

Yes

55,000

George Weston Limited

20,143,000

CC,LD

Yes

90,000

Gerdau Ameristeel Corporation

7,258,340 1

Yes

228,000 1,2

83,000

Gildan Activewear Inc.

1,233,945 1

Yes

153,900 1

57,000 1

GMP Capital Inc.

1,148,505

Yes

40,000

Gobimin Inc.

103,060 1

Goldcorp Inc.

21,605,508 1

NIC,LD

Grande Cache Coal Corporation

337,700

Great Basin Gold Ltd.

548,284

NIC

Great-West Lifeco Inc.

128,369,000

NIC

Yes

45,000

25,000

871,251 1

236,613 1

48,000

24,000

Yes

100,000

50,000 75,000 22

Groupe Aeroplan Inc.

5,217,992

Yes

200,000

57,716

H&R Real Estate Investment Trust

5,363,145

Yes

67,500

45,000

Hanfeng Evergreen Inc.

286,781

Yes

28,000

16,000

Harry Winston Diamond Corporation

1,704,078 1

CC,LD

Yes

68,375

Home Capital Group Inc.

7,360,874

Yes

105,000

55,000

HudBay Minerals Inc.

2,032,300

Yes

225,000

Husky Energy Inc.

26,295,000

NIC,LD

Yes

Iamgold Corporation

3,416,352 1

Yes

220,000

IESI-BFC Ltd.

2,203,528 1

Yes

211,732 1

IGM Financial Inc.

8,645,919

NIC

Yes

160,000

60,000

Imperial Oil Limited

17,473,000

Yes

178,800 20,000 83

80,000

85,000 39,150

142,920 1

Indigo Books & Music Inc.

519,842

EC,LD

Yes

Industrial Alliance Insurance and Financial Services Inc.

17,627,000

Yes

200,000

35,000

Inmet Mining Corporation

2,904,149

EC,LD

Yes

115,000

InnVest Real Estate Investment Trust

1,950,209

NIC

11,351,300

NIC

Yes

175,000

45,000

4,472,700

NIC,LD

Yes

100,000

InterOil Corporation

720,198 1

CC,LD

Ivanhoe Mines Ltd.

1,749,536 1

EC,LD

1,266,471

Yes

25,000

EC,LD

Yes

50,000

Intact Financial Corporation Inter Pipeline Fund

Jazz Air Income Fund

Jean Coutu Group (PJC) Inc. Just Energy Income Fund

Keyera Facilities Income Fund

984,900 1,353,100

55,000

Yes 75,000

1,657,901

Yes

130,000

Kingsway Financial Services Inc.

2,231,385 1

Yes

200,000 2

Kinross Gold Corporation

9,135,048 1

Yes

375,000

45,000

20,520 1 40,000

45,000 75

65,000 35,000 2

CC,LD

25,000

1,020,557

75,000

50,000

Lassonde Industries Inc.

312,224

20,000

Laurentian Bank of Canada

22,164,780

Le Chateau Inc.

236,032

CC,LD

Linamar Corporation

1,572,365

Yes Yes

Labrador Iron Ore Royalty Income Fund

Lake Shore Gold Corp.

539,940

Yes Yes

145,000

Loblaw Companies Limited

14,991,000

EC,LD

Lundin Mining Corporation

4,263,763 1

NIC,LD

200,000 140,000

MacDonald, Dettwiler and Associates Ltd.

1,286,180

Madison Pacific Properties Inc.

180,600

Yes

Magellan Aerospace Corporation

680,618

NIC

27,500

Magna International Inc.

14,025,420 1

NIC,LD

Yes

228,000 1

Major Drilling Group International Inc.

415,656

Yes

90,000

Manitoba Telecom Services Inc.

2,896,400

Yes

275,000 80

80 | Corporate Board Governance and Director Compensation in Canada A Review of 2010

160,000

45,000 12,000 30,000 67 50,000

75,000 60,019 2 5,000

27,500 171,000 1 45,000

120,000 80

All amounts include cash and the value of shares and/or share units.

Board Meeting Fee

Lead Director Retainer Committee Retainer Committee Meeting Fee

Committee Chair Fee Stock Component

Req’d

Elect

1,500

15,000

1,200

6,000

12,000

1,500

Regular: Retainer

Bold: Meeting Fees

12,000 3

10,000 7,500

14,000 3

10,000

15,000 3,55

1,140 1

20,000

25,000 3

6,840 1 7,500 52

5,000

2,000

10,000

25,000 3,39

2,300

7,500

10,000 3

10,260 1 17,100 1,3,4

2,000

30,000

1,425 1

1,000 1,710 1

4,000

4,560 1

1,425 1

5,000

7,500

1,710 1

1,000

12,000

2,000 3

3,000 17

2,000 22

1,500

10,000 3

3,000

3,22

2,500

2,000 22

10,000

20,000

7,500 3 50,000 20,22

15,000 3

3,22

1,500 2,000 73,74

1,200

750

1,500

5,000

15,000 3

5,000

24,000 3

1,500

10,000

30,000 3

10,000 3

7,000

15,000 3

1,500

5,000

2,500

10,000 3 X X

10,587 1,8,17 21,173 1,3

20,000 14

1500 83

3,000 83

15,000 3

10,000

7,500 83

15,000 3,83

1,500

3,000

7,500 110,111

20,000

1,500

10,000

25,000 3

1,000

10,000

12,500 3

1,500

3,000

1,500

6,000

7,000 3

1,500

10,000

15,000 3

1,500

2,000

150,000

2,000 25,000

2,500

X X X

2,000

5,000 3

20,000 7,500

2,000

5,000

10,000 3

5,000 3

2,000

5,000 59

10,000 3

15,000

30,000

45,000 3 15,000 2,3

2,000 2

6,000 2

10,000

20,000

60,000 3

X X X

15,000 76

1,200

5,000 8

15,000 3

1,000

5,000

10,000 3

2,000

7,500

1,500

6,000 7

10,000

1500 67 2,000

1,000 67

1,500 67

7,500 6,000 8,39

2,500 67

2,000

7,000

30,000 3

1,000

5,000

10,000 3

3,000 2

500

1,500 2

2,500 2,3

10,000 3

5,000 3

1500 2

4,000

1,500

X X

15,000 3

2,500

2000 2 1,200

3,000 83

10,000 3

36,480 1,58

2,000

3,000

1,500 83

5,000

5,000 3

1,500

3,000

1,750

6,000

2,500

1,750

2,000 5,000 8,57

5,000 3

7,500

3,000

5,000 74

25,000 3

11,400 1 22,800 1,3,8

21,22

20,000 3

114,000 1

10,000 3,11

1,500

Options

7,000 2

1,500

15,000 2,3

250

2,280 1

28,500 1

2,280 1

2,000

285,000 1

2,000

39,990 1,57 57,000 1,3,68 5,000

10,000 8

20,000

55,000 3

15,000 3 X

X X

Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 81

Manulife Financial Corporation

205,140,000

Yes

350,000

Maple Leaf Foods Inc.

3,057,464

NIC,LD

Yes

250,000

110,000 2 57,075

Martinrea International Inc.

1,083,763

EC,LD

Yes

60,000

MDS Inc.

2,134,080 1

Yes

260,000

90,000

Methanex Corporation

3,332,220 1

Yes

196,455 77

70,970 77

Metro Inc.

4,666,200

EC,LD

Yes

47,500

Migao Corporation

343,976

CC,LD

15,000

Minefinders Corporation Ltd.

319,444 1

Morguard Corporation

2,051,721

CC,LD

Morguard Real Estate Investment Trust

75,000

20,000

Yes

25,000 2

1,283,195

60,000

22,000

Mullen Group Ltd.

1,926,900

40,000

NAL Oil & Gas Trust

1,609,450

Yes

135,000

National Bank of Canada

132,138,000

Yes

270,000 9

New Gold Inc.

2,836,615 1

Newalta Corporation

993,730

Yes

75,000

35,000

Nexen Inc.

22,900,000

Yes

449,600

159,750

Niko Resources Ltd.

70,000

70,000 25,000

2,560,959 1

Yes

25,000

North West Company Fund

623,800

Yes

120,000

30,000

Northland Power Income Fund

30,000

1,694,525

EC,LD

NuVista Energy Ltd.

1,555,743

NIC,LD

Yes

25,000

Onex Corporation

25,481,000

CC,LD

Yes

154,800 1

Open Text Corporation

1,718,249 1

EC,LD

Yes Yes

OPTI Canada Inc.

3,824,023

Osisko Mining Corporation

1,338,773

Pacific Rubiales Energy Corp.

3,149,434 1

NIC

Pan American Silver Corp.

2,107,414 1

IC,LD

Paramount Energy Trust

Paramount Resources Ltd. Parkland Income Fund

Pason Systems Inc.

60,000 91

75,000

45,600 1 25,000 30,000

114,000 1

100,000

79,800 1

Yes

10,000

1,065,305

NIC

1,020,000

CC,LD

474,335

Yes

227,275 72

89,291 72

373,097

Yes

49,125 93

2,581,125

Pembina Pipeline Income Fund

Pengrowth Energy Trust

4,693,604

Yes

235,000

110,000

Penn West Energy Trust

13,876,000

Yes

150,000

125,000 49

PetroBakken Energy Ltd.

4,480,604

Peyto Energy Trust

1,254,113

383,562

Pinetree Capital Ltd.

180,000

10,000

100

Yes

105,000 100

50,000 90

15,000

Potash Corporation of Saskatchewan Inc.

14,731,308 1

Yes

Power Corporation of Canada

143,007,000

Yes

Power Financial Corporation

140,231,000

NIC

Yes

100,000

Yes

225,000

100,000

Precision Drilling Trust

4,191,713

Primaris Retail Real Estate Investment Trust

364,800 1

153,900 1 100,000

1,856,017

Yes

75,000

25,000

Progress Energy Resources Corp.

2,458,390

NIC

Yes

121,030 95

Provident Energy Trust

2,548,015

Yes

207,410 94

QLT Inc.

478,386

Yes

122,062

52,481 1

Quadra Mining Ltd.

1,421,608 1

104,830 103

69,830 103

IC,LD

Quebecor Inc.

8,352,800

Yes

310,000

Red Back Mining Inc.

1,095,689 1

NIC,LD

Yes

300,000

98,760 94

55,000

290,000

Reitmans (Canada) Limited

631,392

Research in Motion Limited

11,633,026 1

286,491

75,000

24,000

5,861,551

Yes

260,394 99

65,618 99

Richelieu Hardware Ltd. RioCan Real Estate Investment Trust

Yes

50,000

150,000

Yes

228,000 1

108,300 1

EC,LD

Yes

105,380

574,371

Yes

25,000

20,000

RONA Inc.

2,749,883

Yes

200,000

53,000

Royal Bank of Canada

654,989,000

Yes

395,000

120,000

Rubicon Minerals Corporation

246,127

Russel Metals Inc.

1,435,700

Yes

175,000

55,000 2

Saputo Inc.

3,253,451

NIC,LD

Yes

500,000

89,160

Ritchie Bros. Auctioneers Inc.

977,916 1

Rogers Communications Inc.

17,018,000

Rogers Sugar Income Fund

82 | Corporate Board Governance and Director Compensation in Canada A Review of 2010

13,860

All amounts include cash and the value of shares and/or share units.

Board Meeting Fee

Lead Director Retainer Committee Retainer Committee Meeting Fee

2,000 2 1,500 1,500

6,000

5,000 2

8,000 2,24

10,000 2,3 1,500 2

1,500 4,000 66

1,000 79

Committee Chair Fee Stock Component

Regular: Retainer

15,000 3,000

22,000 24

Bold: Meeting Fees

40,000 2,3

Req’d

8,000 3

Elect

X X

1,500

6,000

1,500

5,000

2,500

5,000

1,750

5,000

1,500 20,000

1,000

3,000 2,500

5,000 3 5,000 3

1,000

1,000 1,500 2

7,000 4

15,000 3

10,000 3

1,000

2,500

5,000 3

X X

8,000

1,500 2

4,000

8,000 3

1,000

2,500

10,000 3

1,200

3,000

1,000

5,000

1,500

10,000 55

1,500

15,000

20,000 3

1,200 15,000 3

25,000 56

35,000

45,000 3

10,000 3

2,250

5,000 3

1,500

5,000

1,500

5,000

1,800

14,400

9,100

10,000 3,8

28,800 3

1,200

8,000

12,000 3

1,500

15,000

1,500

10,000

20,000 3

1,200

7,500

4,000

6,000

1,200

7,500

2,280 1

45,600 1

5,130 1

8,550 1,3

2,280 1

8,550 1

11,400 1

7,980 1,17

107

5,000 3

11,400 1,8

107

28,500 1,3

1,500

1,000

1,500

2,500

5,000 3

11,400 1

15,000 3 17,100 1,3

14,820 1,17 20,520 1,8

39,900 1,3

15,000 3

5,000

7,500 3

1,140 1

1,000

Options

1,140 1

3,420 1,17

1,500

5,000

10,000 3

1,000

10,000

1,000

5,000

1,500

10,000

2,500

1,000

10,000 3

1,200

10,000

18,000 3

1,500

10,000 3

1,500

10,000

20,000 3

20,000 48

1,500

7,500

15,000 3

12,500 3,90

5,000 5,000 90

10,000 3,90

7,500 90

15,960 1,3

6,840 1,3

1,500

5,700 1

X X

1,000

5,700 1,3

1,000 1,710 1,12

5,000 3 11,400 1 17,100 1,3,8

2,000

5,000

6,000 3

2,000

15,000

25,000 3

2,000

5,000

6,000

2,000

15,000

25,000

1,250

7,500

15,000 3

1,500

7,500 92

1,000

2,500

10,000 3

1,500

5,000

1,500

7,500

10,000 3

2,500

3,420 1

5,700¹

3,420 1,85

11,400 1,8,84 14,250 1,3

5,000

1,000

5,000

10,000 3

2,000

8,000

10,000 3

6,000

12,000 3

1,000

2,000

3,000

2,500 3

3,000 3

10,000

40,000

8,500

10,000 3

5,000 3

15,000 52

25,000 3

5,000

1,500

2,500

2,000

5,000 4,17

15,000 3

1,710 1

1,710¹

11,400 1

17,100 1,3

2,000

3,000 3,8

72,690

1,500

2,000 3

10,000

1,000

1,500 3

10,000 3

2,000 3

1,500

2,000

10,000 3

2,000

6,000

1,500

10,000

50,000 3

2,310

3,465

2,000 2

6,000 2

10,000 3

1,500

5,000

39,580

1,500

54,580

3,000

1,500

2,000

250,000 20

20,000 8

30,000 3

Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 83

Savanna Energy Services Corp.

977,160

Yes

Sears Canada Inc.

3,404,800

NIC,LD

Yes

60,000

Semafo Inc.

412,406 1

EC,LD

Yes

20,000

155,000

125,000

Senvest Capital Inc.

402,851

Shaw Communications Inc.

8,938,069

EC,LD

Yes

42,500 2

47,000

ShawCor Ltd.

1,185,977

EC,LD

Yes

200,000

50,000 2

Sherritt International Corporation

9,899,400

CC,LD

Yes

25,000 98

Shoppers Drug Mart Corporation

6,852,454

Yes

240,000

120,000

Silver Standard Resources Inc.

854,914 1

Yes

230,000

105,000

Silver Wheaton Corp.

2,550,435 1

Yes

151,851 25

Silvercorp Metals Inc.

318,578

Sino-Forest Corporation

4,518,846 1

SNC-Lavalin Group Inc. Softchoice Corporation

101,851 25

CC,LD

Yes

20,000 54

7,206,283

Yes

335,375 1

Sprott Inc.

97,694

Stantec Inc.

1,123,545

Stella-Jones Inc.

370,795

NIC,LD

Sterling Resources Ltd.

224,115

Sun Life Financial Inc.

120,082,000

Suncor Energy Inc.

69,746,000

Superior Plus Corp.

2,274,000

CC,LD

SXC Health Solutions Corp.

754,771 1

Talisman Energy Inc.

23,618,000

Tanzanian Royalty Exploration Corporation

29,285

68,750

Taseko Mines Limited

535,095

NIC

50,000

Teck Resources Limited

29,873,000

NIC,LD

Yes

518,950

99,650

TELUS Corporation

19,219,000

Yes

360,000

139,000

140,000 65

50,000 65

Yes

25,000

280,000

110,000

100,000

60,000 2

80,000

50,000

161,392 35,000 20,000

86,392

30,000

10,000

Yes

345,000

Yes

536,080

232,680

Yes

57,000 10

149,910 1,106

Yes

430,000

Tembec Inc.

1,366,000

Yes

Thompson Creek Metals Company Inc.

1,532,844 1

EC,LD

Yes

Thomson Reuters Corporation

39,413,220 1

NIC

Yes

684,000 1,104

110,000

121,410 1,106 140,000

40,000

171,000 1

Tim Hortons Inc.

1,996,653

EC,LD

Yes

90,000

Timberwest Forest Corp.

1,264,400

Yes

20,000

80,000

TMX Group Inc.

3,524,475

Yes

275,000

80,000

Toromont Industries Ltd.

1,364,667

CC,LD

Yes

210,000 19

37,500

Toronto-Dominion Bank

557,219,000

Yes

350,000

Torstar Corporation

1,638,442

Yes

265,000

TransAlta Corporation

9,762,000

Yes

287,466

97,776

Transat A.T. Inc.

1,129,503

CC,LD

Yes

42,000

TransCanada Corporation

43,841,000

Yes

360,000

142,000 2

Transcontinental Inc.

2,549,700

EC,LD

Yes

35,000

TransForce Inc.

1,525,700

CC,LD

Yes

42,000

Trican Well Service Ltd.

1,029,839

EC,LD

Yes

228,088

Trinidad Drilling Ltd.

1,624,013

NIC,LD

Yes

197,563 78

165,000 105 45,000 2

177,563 78

Uni-Select Inc.

775,657

70,000

30,000

Uranium One Inc.

2,449,981 1

Yes

110,000

60,000

UTS Energy Corporation

1,029,471

NIC,LD

Yes

260,000

Vector Aerospace Corporation

428,286

NIC

2,084,676

Yes

Vermilion Energy Trust

Vicwest Income Fund

Viterra Inc. Wajax Income Fund

147,640 27

161,566

Yes

70,000

25,000

Yes

275,000

115,000

Yes

145,000

50,000

448,207

143,255

West Fraser Timber Co. Ltd.

2,813,100

CC,LD

Western Coal Corp.

856,629

IC,LD

WestJet Airlines Ltd.

3,493,702

NIC,LD

5,000

Yes Yes

50,000

150,000

50,000

375,000 18

30,000

608,760

22,500

Winpak Ltd.

550,734

NIC

50,000

Yamana Gold Inc.

11,066,276 1

CC,LD

Yes

150,000

Yes

79,460 82

Yellow Pages Income Fund

25,000

262,541 26

6,422,748

Wesdome Gold Mines Ltd.

Westshore Terminals Income Fund

100,000

55,000

8,941,606

125,000 198,920 82

84 | Corporate Board Governance and Director Compensation in Canada A Review of 2010

All amounts include cash and the value of shares and/or share units.

Board Meeting Fee

Lead Director Retainer Committee Retainer Committee Meeting Fee

Committee Chair Fee Stock Component

Regular: Retainer

Bold: Meeting Fees

Req’d

Elect

1,500

10,000

20,000 3

1,500

20,000

5,000

1,500

10,000

20,000 3

1,250

15,000

1,250

5,000 51

10,000 3

Options

1,500 2

75,000

3,000 2

1,500

5,000 2

40,000 3

2,000 2

20,000

5,000 2

10,000 3

2,000 2

10,000

20,000 3

10,000

20,000

2,000 96

5,000

15,000 3,97

10,000

15,000 3

1,500

7,500

15,000 3

5,000

15,000 3

7,500

20,000 3

8,000

16,000 3

5,000

1,500 1,500

30,000

5,000 53

10,000 3

1,500

2,250 3

1,500 2

1,500

1,800

10,000

5,000

20,000 3

6,000

12,000 3

5,000 3

1,500

5,000

7,500 102

10,000 3

1,500

20,000 30,000 3,102

1,500

4,000

6,000 3

1,500

7,000

15,000 4

25,000 3

1,500

5,000

1,500

14,000

19,000 3

2,000

11,400 1,8

17,100 1,3

15,000

29,000 3

10,312

35,000

5,700 1,8

1,700

6,000

7,980 1,3 10,000

1,700

6,875

1,500

100,000

4,000

6,000 3

1,500

3,000

6,000 3

2,000

2,500

7,500

1,500

15,000

35,000

7,500 3

7,500

26,000 3

1,500

6,000

15,000 3

5,000

15,000 51

7,000

14,000 3

2,000 1,500

1,500

3,000

1,500 3,000 3

22,800 1

1,500

6,000

12,000 3

1,500

3,000

1,500

4,500

12,000 3

1,500

3,000

1,500

6,000

10,000 3

2,000

4,000

2,000

9,000

18,000 3

15,000

25,000

40,000 3

X X

1,500 2

1,250 2

6,500

10,000 3

1,500

15,000

25,000 3

1,500

3,000 2

1,500 2

5,000 3

4,500 2

1,500 2

10,000 2

1,500

3,000

1,500

6,000

10,000 3,4

1,750

40,000

4,500

1,750

10,000

2,500

1,200

5,000 3

1,500

7,500

1,500

2,750

1,000

20,000

15,000 3

X X X

25,000 3

1,500

7,500

10,000 3

1,500

7,000

15,000 3

1,500

5,000

10,000 3

1,500

4,000

1,500

10,000

20,000 3

15,000 8

1,500

6,000

12,000 3

2,000

3,000 3

1,500

30,000

2,000

1,500

10,000

1,500

25,000

7,500

1,500

15,000

20,000 3

1,250

20,000

1,250

7,000

15,000 3

1,250

2,000

1,250

15,000 3

1,500

6,000

12,500 3

25,000

1,000

5,000

10,000 3

8,250 3

11,000

20,000 3

5,500

5,000 3

1,500

500

4,000 3

500

3,000 2 3,000

1,500 10,000 5

3,000

25,000 3

51,000

33,000

Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 85

Endnotes 1

Converted from U.S. Dollars at 1.14.

Directors not resident in Canada are paid in U.S. dollars.

Audit Committee.

Human Resources and Compensation Committee.

This amount is paid to each of the three lead directors who are also chairs of one committee each.

Committee Chairs do not receive a committee member retainer for membership on the Corporate Governance Committee but receive a member retainer for other committee assignments. Any non-committee chair appointed to the Corporate Governance Committee receives a committee member retainer.

Per annum fixed compensation for a director sitting on more than one committee, except the Chairman of the Board.

Compensation Committee.

In addition to this amount, the Bank reimburses the Chairman up to $25,000 annually for accommodation expenses in serving as Chairman of the Board and for his business promotion activities on behalf of the Bank.

$27,000 of this amount represents the value of RSUs granted in 2009.

Risk Committee.

This amount is a per diem fee, provided such meetings were not held the same day as a Board meeting.

Directors were paid in the currency of their place of residence.

This amount is paid as a retainer for membership on all board committees.

Non-employee directors were not paid a fee for attending board and committee meetings on each of the eight regularly scheduled meeting days; however, they were eligible to receive a fee of $2,000 per board or committee meeting occurring on any other day.

$78,800 of this amount represents the value of Restricted Stock Units awarded to Directors in 2009; 50% of RSUs vest three years from date of grant and the remaining 50% vests on the seventh anniversary of the grant date.

Governance and Nominating Committee.

On February 10, 2009, Mr. Beddoe relinquished his role as Executive Chairman of Westjet in favour of acting solely as Chairman. As compensation for this transition, Mr. Beddoe is to receive $25,000 per month, effective February 2009, for a period of five years (in addition to an annual retainer of $100,000).

Amount stated is retainer for non-executive Chair. Chair is also CEO of the company and receives additional compensation as an Officer.

Executive Committee.

Conduct Review Committee.

Paid in the currency of the country of residence of the Director.

Each trustee may elect to receive between 60% and 100% of the annual retainer and other associated fees in the form of deferred units in lieu of cash, provided that Boardwalk shall match the elected amount for each participant such that the number of deferred units issued to each participant shall be equal in value to 2 times the elected amount.

Management Resources and Compensation Committee

$61,851 of this amount represents the value of Restricted Share Rights granted to directors in 2009.

$152,541 of this amount represents unit awards granted under the Trust Unit Award Incentive Plan. TAP awards vest on the third year after they are granted.

$122,640 of this amount represents unit awards granted under the Trust Unit Award Incentive Plan. TAP awards vest on the third year after they are granted.

In February 2009 the Board of Directors agreed to a 10% reduction in their 2009 cash compensation (not reflected in these numbers) retroactive to January 1, 2009, as part of the Company’s cost containment measures.

For 2009, in recognition of the reduction of management’s incentive grants and in support of management, the Board approved the issue of the DSU grant award and the same number of units as awarded in 2008. Therefore, the 2009 DSU annual awards were granted at a fair market value of $14.64 and actually resulted in an annual grant valued at approximately 51% lower than the value stipulated in the regular directors’ compensation plan ($60,000 for directors; additional $20,000 for lead director; $105,000 for Chairman).

$800 per meeting for routine administrative matters where nature of discussion is brief.

Or $1,750 depending upon the length of the meeting.

$125,718 of this amount represents the grant date fair value of restricted shares granted under the RSPIP. Shares vest over a three year period.

$189,766 of this amount represents the grant date fair value of restricted shares granted under the RSPIP. Shares vest over a three year period.

$26,220 ($52,440 in the case of the Chair) of this amount represents the value of phantom units awarded to directors in 2009; phantom units vest on the third anniversary of the grant date.

Chairs of Audit, Health, Safety and Environment and Human Capital Management Committees received £5,000 (Canadian $8,474 as at December 31, 2009)

Restricted Shares with a three year vesting period were awarded to directors in 2009; amounts ranged between $349,264 and $365,294.

$17,922 of this amount represents the amount awarded to each director under the LTIP for the 2007 plan year.

Health, Safety, Environmental and Sustainability Committee.

Governance Committee.

This amount paid to compensation and executive committee chairs; Chair of the board also serves as chair of the governance committee, for which no additional fee is paid.

86 | Corporate Board Governance and Director Compensation in Canada A Review of 2010

Attendance fees are paid per day of meetings, regardless of whether a director attends more than one meeting in a single day.

Directors can elect to receive up to 50% of their board compensation in the form of deferred units, in lieu of cash, which such amount shall be matched by the trust.

In addition to this amount, directors receive phantom units in the form of stock appreciation rights which vest over a three year period.

Risk and Compliance Committee.

Trustees can elect to receive up to 100% of their fees in deferred units in lieu of cash; Calloway will then match that amount such that the trustee, will, subject to certain vesting conditions, receive deferred units equal in value to two times the amount of the fees that the trustee elected to have placed in the deferred unit plan.

Under the LTIP, each Director is entitled to receive 12,500 LTIP units, the Chair of the board is entitled to receive an additional 7,500 LTIP units and the Chair of each committee is entitled to receive an additional 5,000 LTIP units. No units were awarded under the LTIP in 2009.

In addition to this amount, directors also receive annually a payment of 40% of the retainer, chair and meeting fees payable in DSUs.

Acquisitions and Divestments Committee members receive this amount (no meeting fees). The Chair of the committee does not receive chair fees in addition to this amount.

Received by Directors who were appointed to the Board after January 1, 2008 and were serving on the Board as of August 6, 2008. For Directors who were appointed to the Board prior to January 1, 2008, the annual retainer was $50,000. As of January 1, 2010, when the majority of outstanding Unit Rights held by such directors will have vested, all non-management members of the Board will be subject to the new retainer of $125,000, 60% of which must be used to purchase Trust Units.

The Chair also receives company paid parking and club dues.

Human Resources and Corporate Governance Committee.

Compensation, Nomination and Governance Committee.

Compensation and Nominating Committee.

Effective in fiscal 2009, the Corporation adopted a DSU Plan pursuant to which the Compensation and Nominating Committee will grant deferred stock unit awards (DSUs) equal to (but not in substitution for) the amount of annual retainer fees earned by the respective non-executive directors (excluding retainer fees for acting as Lead Director) and reflecting the amount of time spent on board-related matters. In 2009, directors received share-based awards ranging from $21,647 to $52,578.

Reserves Committee.

This fee is for acting as Chair of the Governance Committee as well as Vice Chair of the Board. Paid in addition to Director retainer.

Environmental, Health and Safety Committee.

In addition to the director retainer, this amount is paid to the Lead Director who is also Chair of the Audit, Compensation and Nominating and Governance Committees.

The Vice Chair of the Risk Committee also receives an annual fee of $2,500.

Includes an annual travel allowance of $12,000 and a $35,000 matching contribution by Dundee Corporation to the Share Purchase Plan.

$19,026 of this amount represents the value of Restricted Units and Performance Units granted in 2009; the RUs vest over a three year period and PUs vest at the end of a three year period.

This amount paid for formal board meetings; $500 paid for every informal board meeting.

Reserves Review and Environment, Health and Safety Committee.

Strategic Review Committee.

The annual board retainer for directors is $100,000 ($280,000 for Chair); however, in April 2008, Directors received a front-loaded grant of DSUs representing 50% of their annual board retainer for the years 2008 to 2010.

One of the directors receives an $8,000 committee membership fee.

The fees outlined are the ‘normal’ amounts paid in directors’ fees. These fees were reduced by 10% for most of 2009 as part of the corporate actions taken to reduce costs during the economic downturn experienced in 2009.

Governance and Compensation Committee.

The retainers/meeting fees listed reflect a 50% temporary reduction in fees that the Board approved to help the Company in its cost reduction initiatives.

$1,000 if the meeting was non-scheduled.

The retainers/meeting fees listed reflect a 10% reduction in fees for fiscal year 2010.

$64,291 ($128,575 in the case of the Chair) represents the value of Restricted Units awarded in 2009; RSUs vest over a three year period.

To a maximum of $12,000 annually for attendance at Investment Committee meetings.

The Nominating Committee was established in 2009 and no retainer or meeting fees are paid in connection with that committee.

Trustees also receive an annual grant of travel reward miles.

The Lead Trustee is also the Chair of the Nominating Committee and is paid this amount for both roles.

$30,970 ($46,455 in the case of the Chair) of this amount reflects the long term incentive received by directors in 2009; directors can elect to receive their LTI in the form of RSUs (which vest at the end of 2 years) or in the form of DSUs.

$132,563 of this amount represents the December 31/09 value of 18,750 DSUs that were awarded to each director in 2009.

Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 87

$800 if committee meeting is held on the same day as a Board meeting.

Non-management Directors also receive a cash allowance of $7,200 per annum for the purposes of obtaining required telecommunications services and certain other products and services.

$750 for meetings that are less than one hour in duration.

$19,460 of this amount ($38,920 in the case of the Chair) represents the value of Restricted Units granted in 2009; the RUs will vest on the third anniversary of the date of grant.

All compensation received by Indigo Directors for Board service is paid through equity-based compensation. There is no cash compensation paid to Directors.

Scientific Review Committee.

When directors attend one or more committee meetings in conjunction with a board meeting, the total fees for that set of board and committee meetings are capped at US$4,000.

$600 if meeting is less than two hours in duration.

Human Resources Committee.

Two directors received a retainer of $11,400.

Retainers range from $30,000 to $57,500 per annum and are intended to recognize the time involved in various board activities.

At the discretion of the company, certain of the compensation of the directors may be paid as deferred shares in accordance with their DCS plan. Directors are also granted Incentive Shares that vest in the fourth year from the date of grant. In 2009, directors received a grant of incentive shares upon their appointment to the board as well as an annual grant of incentive shares - awards ranged between $243,140 and $246,895.

The Chair of the Board receives an office and administrative support allowance of $2300 per month to offset disbursements associated with his or her position.

Distributions Committee.

$29,125 of this amount represents the value of RSUs granted in 2009; RSUs vest over a three year period.

$68,760 of this amount ($97,410 in the case of the Chair) represents the value of Director Restricted Trust Units (DRTUs) awarded to Directors in 2009; DRTUs vest at the end of a three year period.

$96,030 of this amount represents the value of Restricted Share Units awarded to Directors in 2009.

A maximum of $4,000 is paid for committee meetings in any two-day period.

Compensation and Pension Committee.

Plus a payment of $150,000 in recognition of the â&#x20AC;&#x153;Helms-Burtonâ&#x20AC;? legislation in the United States.

$25,618 of this amount ($85,394 in the case of the Chair) represents the value of Restricted Equity Units granted in 2009; REUs vest three years from the date of issue.

100 $75,000 of this amount ($85,000 in the case of the Chairman) represents the value of Restricted Trust Units (RTUs) awarded to Directors in 2009; RTUs vest over a three year period. 101 Directors also received Restricted Trust Units (RTUs) under the Whole Unit Plan; amounts awarded ranged between $43,751 and $206,265; RTUs vest over a three year period with one-third vesting annually. 102 Risk Review Committee. 103 $34,830 of this amount represents the value of Restricted Units awarded in 2009; RSUs vest on the third anniversary of the grant date. 104 Deputy Chairs of the Board receive $342,000 annually. 105 Includes compensation for serving on one committee. 106 $81,510 of this amount represents the value of Restricted Units awarded in 2009; RSUs vest in one-fourth increments on each grant date anniversary. 107 $750 is paid for short board/committee meetings. 108 A director who serves on the board of Cogeco or Cogeco Cable but not on both boards receives a higher annual retainer in the amount of $38,000. 109 $8,750 of this amount represents the value of phantom stock units granted to Directors in 2009; the phantom units vest at a rate of 25% annually beginning immediately on the date of grant. 110 Investment Committee. 111 Human Resources and Corporate Governance Committee. 112 Cash retainers ranged in value between $22,248 and $70,452 depending upon role played on board, committee membership, etc. 113 $15,000 of this amount represents attendance fees at meetings. 114 The Directors also receive a $1500 product allotment amount as well as $5000 towards education.

88 | Corporate Board Governance and Director Compensation in Canada A Review of 2010

Korn/Ferry International

ince our inception, clients have trusted Korn/Ferry to help them recruit world-class leadership talent. Building on this heritage, today we are a single source for a wide range of leadership and talent consulting services.

From our nearly 80 offices in 40 countries, we assist organizations in attracting, developing, retaining and sustaining their people. Services range from executive recruitment to leadership development programs, enterprise learning, succession planning and recruitment process outsourcing. More clients around the world trust Korn/Ferry than any other firm to deliver and develop the best executives to run their organizations, a responsibility we take seriously and work every day to meet with unsurpassed integrity and results.

Korn/Ferry Canada’s Board Services Practice Korn/Ferry’s Global Board Services team fields a core group of Board search specialists who focus their practice activity on recruiting directors for corporations. They are supported by senior professionals across the firm who provide in-depth local knowledge about current and “next generation” director candidates. In Canada, the Korn/Ferry Board Services Practice assists companies in the identification, qualification and attraction of directors from Canada, the United States and elsewhere around the world. It is Korn/ Ferry’s mission to ensure its clients recruit Board members who have the ability and time to make a substantial contribution, and who have a strong track record of achievement.

Canada – Board Services Practice Leaders • • • •

Toronto Jeffrey Rosin, President, Canada, 416-365-4043 Calgary Bob Sutton, Office Managing Director and Senior Client Partner, 403-215-2553 Montréal Jean-Claude Lauzon, Office Managing Director and Senior Client Partner, 514-788-3086 Vancouver Kevin McBurney, Office Managing Director and Senior Client Partner, 604-608-6500

Louise Wells, Director of Research and Analysis, 2010 Corporate Board Governance and Director Compensation Report (Calgary 403-269-3277)

Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 89

Korn/Ferry International The Americas Atlanta Buenos Aires Chicago Houston Los Angeles Miami Montréal Philadelphia Rio de Janeiro São Paulo Vancouver

Bogotà Calgary Dallas Irvine Medellin Minneapolis New York Princeton San Francisco Stamford Washington, D.C.

Boston Caracas Durango Lima Mexico City Monterrey Northern Virginia Quito Santiago Toronto

Europe, the Middle East and Africa Amsterdam Brussels Dubai Istanbul London Madrid Oslo Stockholm Zurich

Athens Budapest Frankfurt Johannesburg Luxembourg Milan Paris Vienna

Barcelona Copenhagen Helsinki Kiev Lyon Moscow Rome Warsaw

Bangalore Brisbane Jakarta Mumbai Shanghai Taipei

Bangkok Guangzhou Kuala Lumpur New Delhi Singapore Tokyo

Asia Pacific Auckland Beijing Hong Kong Melbourne Seoul Sydney Wellington

For more information on the Korn/Ferry International family of companies, visit www.kornferry.com

90 | Corporate Board Governance and Director Compensation in Canada A Review of 2010

Patrick O’Callaghan and Associates

atrick O’Callaghan and Associates specializes in board effectiveness and director recruitment in the public, private and not-for-profit sectors. Since 1992, Patrick O’Callaghan and Associates has provided board governance advice to organizations in a wide range of industries throughout Canada, including assignments with federal and provincial crown corporations. Patrick O’Callaghan has been the primary author of the Governance and Compensation Report since 1992, including this year’s Special Survey Report on Individual Director Evaluation.

Patrick O’Callaghan and Associates Consulting Services • Undertaking Board, Board Chair, Committee, Committee Chair, and individual director performance evaluations with a focus on practical methodology and actionable results. • Defining and clarifying Board roles and responsibilities that focus on optimizing the effectiveness of the Board. • Providing director recruitment and board composition strategy (in partnership with Korn/Ferry International). Patrick O’Callaghan is a frequent speaker and seminar leader on corporate governance issues. He has first-hand experience as a director of public and private Canadian corporations and several not-for-profit organizations. Mr. O’Callaghan is Board Chair of Women on Board and a member of the Advisory Committee on Senior Level Retention and Compensation for the Treasury Board of Canada. Patrick O’Callaghan and Associates has completed hundreds of board governance assignments throughout Canada and the United States. The firm, in partnership with Korn/Ferry International, annually produces Canada’s most comprehensive governance review, Corporate Board Governance and Director Compensation in Canada – A Review. Suite 3300, 1055 Dunsmuir Street  P.O. Box 49206, Bentall 4  Vancouver, BC  V7X 1K8 Telephone: 604-685-5880 Fax: 604-685-3350 Internet: www.poca.net E-mail: gov@poca.net Corporate Board Governance and Director Compensation in Canada A Review of 2010 | 91

Women on Board

omen on Board is a not-for-profit society that promotes the appointment of women to corporate boards in Canada. Patrick O’Callaghan and Associates, Richard Ivey School of Business, University of Western Ontario, and Korn/ Ferry International are Women on Board’s Founding Sponsors - each having played unique and integral roles in the formation and ongoing development of Women on Board. The Women on Board Mentoring Program, operated by Women on Board, gives senior executive women with high potential for board membership the opportunity to be mentored by leading Canadian board chairs and CEOs. It aims to develop a cadre of women to add to Canada’s talent pool of potential director candidates, to facilitate the appointment of Women on Board mentees to Canadian corporate boards and to reinforce the commitment of leading Canadian companies to the value of gender diversity on boards. Launched in 2007 with 5 mentoring pairs, the program has successfully grown to its present 29 mentoring pairs and 13 Alumni members. As part of its commitment to advance its mentees and alumni, Women on Board also hosts a website, annual program launch events, and gatherings of participants. Women on Board is able to provide this important program because of the invaluable contributions of its mentors and the generous funding and support of all its sponsors. Further information about Women on Board can be found at www.womenonboard.ca or by contacting: Thea M. Miller, Managing Director Women on Board Suite 3300, 1055 Dunsmuir Street  P.O. Box 49206, Bentall 4  Vancouver, BC  V7X 1K8 Telephone: 604-685-5277  Fax: 604-684-1884  E-mail: info@womenonboard.ca

92 | Corporate Board Governance and Director Compensation in Canada A Review of 2010