the surveyed companies 2 - korn ferry · 2020. 1. 28. · * 2009-2010 director compensation report,...

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

The Surveyed Companies 2

Special Report: The Challenge of Individual Director Evaluation 6

Board Independence 16

Board Composition 22

Board Size 28

Board Assessments, Director Selection and Director Development 32

Meetings and Attendance 36

Board Committees 40

Director Compensation 44

Board Chair Compensation 51

Lead Director Compensation 54

Committee Chair Compensation 56

Committee Member Compensation 60

Stock-Based Compensation 64

Compensation Summary 67

Director Share Ownership 70

Company Data 74

Korn/Ferry International 89

Patrick O’Callaghan and Associates 91

Women on Board 92

Table of Contents

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.

W


Percent Income Trusts Percent Equities All

<500M 16% 84% 17%500M to 1B 26% 74% 14%1B to 5B 27% 73% 42%>5B 8% 92% 26%All 20% 80%

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

Percent Income Trusts Percent Equities All

Consumer Discretionary 15% 85% 11%Consumer Staple 7% 93% 5%Energy 37% 63% 21%Financials 25% 75% 18%Health Care 25% 75% 3%Industrials 22% 78% 12%Information Technology 0 100% 3%Materials 3% 97% 22%Telecommunication Services 25% 75% 1%Utilities 44% 56% 3%All 20% 80%

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

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

Consumer Discretionary 3 8 13 9 33 11%Consumer Staple 3 4 4 4 15 5%Energy 7 8 31 14 60 21%Financials 7 1 19 26 53 18%Health Care 3 2 3 0 8 3%Industrials 8 8 15 5 36 12%Information Technology 3 2 4 1 10 3%Materials 16 8 30 10 64 22%Telecommunication Services 0 0 2 2 4 1%Utilities 0 1 3 5 9 3%All 50 42 124 76 292 99%Percent* 17% 14% 42% 26% 99%

Breakdown of Research Sample by Assets and Industry Group

* Asset group as a percentage of total ** Industry group as a percentage of total


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.

• RegulatoryDocuments - 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.

• IndependentDirectors 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.

• DirectorsandTrustees 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.

• Typesof 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.

• IncomeTrustNames 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”.

• CompensationbasedonShares,TrustUnitsandEquivalents 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.

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

O

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

2010 Special Survey 2002 Special SurveySelf-evaluation - Informal process 21% 17%Self-evaluation - Formal Process 42% 17%Peer evaluation - Informal process 21% 28%Peer evaluation - Formal process 54% 15%

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

Boards that have an individual director evaluation process

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 BoardsDirectors 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.



• 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?

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.

Thestructuresof someindividualdirectorevaluationprocessesIhavebeenthroughtendedtotrytofitallfeetinto the same shoe. That approach is counter-productive.


In 2010, 88% of boards conducted individual director evaluations compared

with 45% nine years ago.


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 tofeedbackorself-improvementitisunlikelythetrustwillbeinplacesufficientfortheprocesstowork.

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.

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.


DirectorDevelopmentOnly 26%Primarily Director Development 45%DirectorRenomination/RemovalOnly 11%PrimarilyDirectorRenomination/Removal 18%

Purpose of Director Evaluation Process


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 we’re getting rid of age limits, it’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.



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.

Thebenefitistwo-fold:bythinkingof colleagues,youreflectuponyourself andbecomeabetterdirector,andfor 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.

Imightnothavethoughtthatdirectorstookself-evaluationseriouslyfiveyearsago,buttheydonowand 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.

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.


Yes 82% No 7% Don’t Know 11%

Do you believe that most directors on your Board make a serious effort to objectively consider their own performances using the director self-evaluation?


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 isdifficulttogethonestanswersfromfellowboardmembers.

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 focusedonimprovingtheirindividualandcollectiveperformanceandopencommunicationhassignificantlyimproved.



Has the peer evaluation process resulted in an improvement of board dynamics?

14 | Corporate Board Governance and Director Compensation in Canada A Review of 201014 | Corporate Board Governance and Director Compensation in Canada A Review of 2010 | Special Report

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.

Ihaveneverseenconfidentialitybreached,butIdowonderwherethismaterialisfiledinthecorporaterecords.

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.


Has the peer evaluation process resulted in an improvement in director performance?


Do you believe the other directors’ grading and comments on your performance are valid and useful?

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

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.

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

Board Independence



• 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.

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

2009 92% 88% 95% 95% 93%2008 97% 87% 94% 95% 93%2005 84% 94% 95% 92% 92%

Percentage of Sample with a Majority of Independent Directors

Boards Without a Majority of Independent Directors

Aastra Technologies LimitedBell Aliant Regional Communications Income FundCanada Bread Company, LimitedCorby Distilleries LimitedDollarama Inc.E-L Financial Corporation LimitedEuropean Goldfields LimitedGenworth MI Canada Inc.IGM Financial Inc.InterOil Corporation

Labrador Iron Ore Royalty Income FundLassonde Industries Inc.Linamar CorporationMartinrea International Inc.Power Corporation of CanadaSears Canada Inc.Senvest Capital Inc.Stella-Jones Inc.Trinidad Drilling Ltd.

Equities Income Trusts All

Majority Independent 2009 93% 97% 93% 2008 92% 97% 93%EqualIndependent/Non-Independent 2009 3% 2% 2% 2008 4% 2% 3%Minority Independent 2009 5% 2% 4% 2008 4% 2% 3%

Board Independence Levels, by Board Type

3 2010 NACD Public Company Governance Survey.

4 2009-2010 NACD Director Compensation Report.


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.

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.

Number of Meetings of only Independent Directors, by Board Type


Average 2009 7 9 7 2008 6 8 7Median 2009 7 7 7 2008 6 7 6Range 2009 0 to 21 0 to 48 0 to 48 2008 0 to 28 0 to 31 0 to 31


• 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.



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

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

2009 67% 90% 87% 85% 84%2008 74% 82% 85% 85% 83%2000 61% 52% 67% 65% 62%

Percentage of Sample that have Separated The Board Chair and CEO


Independent Chair 2009 48% 72% 53% 2008 51% 59% 53%Non-Executive,NotIndependent 2009 17% 12% 16% 2008 18% 20% 18%CombinedChair/CEO 2009 19% 7% 16% 2008 17% 12% 17%ExecutiveChair 2009 16% 9% 15% 2008 11% 5% 9%NoBoardChair 2009 2% 2% 2% 2008 3% 4% 3%

Board Chairs


Independent chair 2009 48% 72% 52% 2008 51% 59% 53%Lead Director 2009 37% 21% 32% 2008 37% 23% 34%Neither 2009 18% 7% 16% 2008 12% 17% 13%

Independent Board Leadership, by Board Type



Lead Directors

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

2009 38% 100% 81% 73% 66%2008 56% 67% 89% 73% 74%2003 33% 59% 72% 56% 54%

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 80% 33% 78% 71% 74%2008 0 75% 80% 83% 74%2003 30% 38% 30% 56% 40%

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

* We define an “Executive Chair” as a chair who is not the CEO and whose compensation is disclosed as executive compensation, rather than as director compensation.

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

2009 40% 25% 76% 67% 61%2008 33% 82% 64% 55% 64%2005 71% 13% 53% 56% 50%

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

Key Findings

Boards are expanding the biographical information about directors provided to share-holders 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

Board Composition



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

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

40 and younger 2009 1% <1% 1% 1% 1% 2008 1% 1% 1% 1% 1% 2000 5% 3% 1% 1% 2%41 to 50 2009 11% 16% 11% 7% 10% 2008 18% 12% 10% 7% 10% 2000 21% 15% 15% 11% 15%51 to 60 2009 30% 41% 36% 30% 33% 2008 34% 33% 34% 28% 32% 2000 33% 36% 36% 31% 33%61 to 70 2009 42% 32% 40% 51% 44% 2008 34% 37% 41% 50% 44% 2000 33% 34% 38% 45% 39%71 and older 2009 16% 11% 12% 11% 12% 2008 14% 17% 13% 14% 14% 2000 8% 12% 10% 11% 10%

Director Age Distribution

7 2009-2010 NACD Director Compensation Report


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.

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.

2009 2008

Retirementfromtheboardatage70 14% 11%Retirementfromtheboardatage71 1% <1% Retirementfromtheboardatage72 5% 5%Retirementfromtheboardatage75 5% 5%FormalPolicy,agenotspecified <1% <1%Specify that there is no director retirement age 18% 14%Nodisclosure 56% 64%

Director Retirement Ages



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

balance on boards.



* 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.

Fortune 500* Canada

2009 2001 2009 2003** Audit 17% 11% 6% 6%Compensation 18% 9% 7% 4%Governance 20% 11% 10% 6%

Percentage of Major Board Committees Chaired by Female Directors

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

2009 32% 31% 48% 86% 53%2008 33% 26% 46% 86% 51%2000 30% 32% 54% 82% 48%

Boards with at Least One Female Director

2009 2008 2001

Consumer Discretionary 85% 83% 64%Consumer Staple 87% 91% 65%Energy 43% 36% 29%Financials 57% 64% 55%Health Care 63% 57% 33%Industrials 42% 47% 38%Information Technology 40% 50% 23%Materials 33% 30% 33%Telecommunication Services 100% 100% 82%Utilities 89% 64% 100%All 53% 51% 44%

Boards with at Least One Female Director, by Industry

• 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.


Numberof FemaleDirectors Percentageof Boards Equities Income Trusts All

1 2009 26% 38% 28% 2008 24% 38% 27% 2 2009 16% 5% 14% 2008 16% 3% 13% 3 2009 9% 2% 8% 2008 10% 2% 8% 4 2009 3% 0 2% 2008 4% 0 3% 5 2009 1% 0 1% 2008 0 0 0 6 2009 <1% 0 <1% 2008 0 0 0

Female Directors on Equity and Income Trust Boards

Numberof FemaleDirectors Percentageof Boards

2009 2008 2000

1 28% 27% 30% 2 14% 13% 12% 3 8% 8% 3% 4 2% 3% 2% 5 1% 0 <1% 6 <1% 0 0

Female Directors

Boards with More Than One Female DirectorTwo Female Directors

Advantage Oil and Gas Ltd.Bombardier Inc.Brookfield Asset Management Inc.Brookfield Properties CorporationCameco CorporationCanadian National Railway CompanyCanadian Tire Corporation, LimitedCGI Group Inc.DundeeWealth Inc.Empire Company Limited

EnCana CorporationGeorge Weston LimitedGreat-West Lifeco Inc.Harry Winston Diamond CorporationHome Capital Group Inc.Husky Energy Inc.Imperial Oil LimitedLassonde Industries Inc.Le Chateau Inc.Magna International Inc.


Boards with More Than One Female DirectorTwo Female Directors (continued)

Maple Leaf Foods Inc.Methanex CorporationMetro Inc.Open Text CorporationParamount Energy TrustParamount Resources Ltd.RONA Inc.Russel Metals Inc.Saputo Inc.Sears Canada Inc.

Shaw Communications Inc.Stella-Jones Inc.Suncor Energy Inc.Teck Resources LimitedThomson Reuters CorporationTimberwest Forest Corp.TransAlta CorporationTransCanada CorporationTranscontinental Inc.Yellow Pages Income Fund

Three Female Directors

Agrium Inc.Bank of MontrealCanadian Pacific RailwayCanadian Utilities LimitedCineplex Galaxy Income FundCogeco Cable Inc.Hanfeng Evergreen Inc.Indigo Books & Music Inc.Industrial Alliance Insurance and Financial Services Inc.Intact Financial CorporationLoblaw Companies Limited

Manitoba Telecom Services Inc.Manulife Financial CorporationPotash Corporation of Saskatchewan Inc.Royal Bank of CanadaShawCor 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 ScotiaCanadian Imperial Bank of CommerceEmera Inc.Jean Coutu Group (PJC) Inc.

National Bank of CanadaRogers Communications Inc.Shoppers Drug Mart Corporation

Five Female Directors

Laurentian Bank of Canada Toronto Dominion Bank

Six Female Directors

Corus Entertainment Inc.

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

Board Size




Average 10 8 9Median 9 8 9Range 3 to 19 4 to 12 3 to 19

Number of Directors on a Board, by Board Type

• 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

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

2009 7 8 9 12 92008 7 7 9 12 92000 8 9 11 14 10

Average Number of Board Members


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.


BoardSize Equities IncomeTrusts All

5 or less 5% 10% 6%6 to 9 50% 76% 55%10 to 12 26% 14% 24%13 to 15 14% 0 11%16 to 19 5% 0 4%20 or more 0 0 0

Percentage of Boards in Board Size Categories, by Board Type

BoardSize <500M 500Mto1B 1Bto5B >5B All

5 or less 16% 17% 2% 0 6%6 to 9 74% 60% 65% 24% 55%10 to 12 10% 21% 24% 33% 24%13 to 15 0 2% 9% 26% 11%16 to 19 0 0 0 17% 4%20 or more 0 0 0 0 0

Percentage of Boards in Board Size Categories


Numberof Directors Company

19 Great-West Lifeco Inc. 18 Toronto-Dominion Bank Power Corporation of Canada Rogers Communications Inc. Empire Company Limited 17 Power Financial Corporation IGM Financial Inc. Manulife Financial Corporation 16 Bank of Montreal Canadian Imperial Bank of Commerce Shaw Communications Inc. Canadian Tire Corporation, Limited Brookfield Asset Management Inc.

Largest Equity Boards

Numberof Directors Company

12 Penn West Energy Trust Precision Drilling Trust Yellow Pages Income Fund 11 Wajax Income Fund Enerplus Resources Fund Canexus Income Fund 10 North West Company Fund Provident Energy Trust

Largest Income Trust Boards


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

Board Assessments, Director Selection and Director Development



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.

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.

2009 2008 2000

Board Assessment 90% 89% 73%Committee Assessment 82% 83% 41%Individual Director Assessment 84% 84% 45%

Percentage of Boards with Assessment Process

12 2010 NACD Public Company Governance Survey. 13 2010 NACD Public Company Governance Survey.


For the past two years, 84% percent of boards had an individual director assessment process.

This compares to 49% in the USA.


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.

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.

2009 2008 2005

Board Assessment 34% 27% 15%Committee Assessment 35% 22% 13%Individual Director Assessment 47% 44% 33%

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

* 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 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.

• 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.

Companies Providing Substantial Continuing Education Detail

AGF Management Limited*Bank of Montreal*BCE Inc.Biovail Corporation*Cameco CorporationCanadian Imperial Bank of Commerce*Canadian National Railway CompanyCanadian Pacific RailwayCanadian 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 CorporationManulife Financial Corporation*MDS Inc.*Metro Inc.*National Bank of CanadaNexen Inc.Potash Corporation of Saskatchewan Inc.*Royal Bank of CanadaShoppers Drug Mart CorporationSilver Wheaton Corp.SNC-Lavalin Group Inc.Sun Life Financial Inc.Talisman Energy Inc.TELUS CorporationToronto-Dominion Bank*TransCanada Corporation*Transcontinental Inc.*WestJet Airlines Ltd.

*These companies also provided substantial information on director orientation practices


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

Meetings and Attendance



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 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.

Equities Income Trusts AllBoard Meetings

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%

Committee Meetings

Average Committee Meeting Attendance Rate 97% 97% 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%

Board and Committee Meeting Attendance


• 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.


Average Median Range CompaniesReporting

2009 10 9 2 to 48 99%2008 10 9 3 to 38 99%2000 10 9 3 to 28 41%

Board Meetings Held



Board Meetings Held, by Board Type

Numberof Meetings <500M 500Mto1B 1Bto5B >5B All

3 or fewer 2% 2% 2% 0 1%4 to 6 33% 24% 20% 13% 21%7 to 10 42% 50% 37% 49% 43%11 to 15 17% 10% 29% 31% 25%16 to 20 4% 7% 9% 4% 7%21 or more 2% 7% 3% 3% 3%

Board Meeting Frequency Distribution*

*Percentages are based only on those boards that disclosed meeting frequency.

Numberof Meetings Equities IncomeTrusts All

3 or fewer 2% 0 1%4 to 6 21% 19% 21%7 to 10 43% 43% 43%11 to 15 24% 26% 25%16 to 20 6% 7% 7%21 or more 3% 5% 3%

Board Meeting Frequency Distribution*, by Board Type


Committee Meetings

• 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.

• Audit committees averaged six meetings in 2009, compared to an average of five meetings for compensation committees and four meetings for governance committees.

Average Median Range BoardsReporting*Audit Committee 2009 6 5 1 to 18 88% 2008 6 5 3 to 16 90% 2003 6 5 1 to 12 66% Compensation/HRCommittee 2009 5 4 0 to 22 89% 2008 5 4 1 to 16 84% 2003 4 4 1 to 16 65% Governance Committee 2009 4 4 0 to 13 89% 2008 4 4 1 to 14 83% 2003 4 3 0 to 16 67%

Committee Meetings Held by Major Committees

*Percent of boards with the named committee type

*Percent of boards with the named committee type.

Average Median Range BoardsReporting*Audit Committee Equities 6 5 1 to 18 87%Income Trusts 5 5 4 to 11 95%All 6 5 1 to 18 88% Compensation/HRCommittee Equities 5 5 0 to 22 89%Income Trusts 4 4 0 to 9 94%All 5 4 0 to 22 89% Governance Committee Equities 4 4 0 to 13 86%Income Trusts 4 3 0 to 9 96%All 4 4 0 to 13 89%

Committee Meetings Held by Major Committees, by Board Type


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

Board Committees



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



Number of Board Committees, by Board Type




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.


Percentage of Boards with Types of Committees, by Board Type

All 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%

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%

Income 2009 100% 84% 0 90% 28% 2% 2% 17% 7% 2% 26% 14% 2% 0

2008 100% 86% 0 91% 29% 2% 2% 20% 4% 3% 29% 9% 2% 0

AuditCompen

sation/H

R

Conduct Rev

iew

Governance*

Environmen

t/Safet

y

Executiv

e

Finance

Investmen

t

Nominating*

Pensio

n

Reserves

Risk Strateg

ic Planning

Technology

* “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.

Percentage of Boards with Types of Committees

* “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.

2009 100% 88% 0 80% 14% 2% 2% 2% 16% 2% 6% 2%

<500M 2008 100% 100% 0 78% 22% 0 3% 6% 14% 0 3% 0

2000 100% 92% 0 61% 12% 12% 2% 1% 7% 2% 1% 5%

2009 100% 83% 0 88% 26% 10% 5% 7% 5% 0 7% 0

500M - 1B 2008 100% 87% 2% 92% 30% 6% 4% 8% 6% 2% 11% 4%

2000 100% 100% 0 63% 15% 17% 4% 2% 14% 10% 2% 2%

2009 100% 95% 0 95% 34% 10% 4% 8% 2% 4% 7% 1%

1B - 5B 2008 100% 96% 0 93% 35% 6% 5% 10% 2% 3% 6% 2%

2000 100% 94% 2% 71% 28% 31% 4% 5% 6% 12% 3% 2%

2009 100% 96% 16% 97% 38% 16% 8% 9% 8% 13% 29% 3%

>5B 2008 100% 97% 16% 99% 38% 17% 9% 8% 5% 16% 28% 3%

2000 100% 97% 18% 75% 33% 48% 8% 7% 5% 22% 23% 8%

2009 100% 92% 4% 92% 30% 10% 5% 7% 6% 5% 13% 1%

All 2008 100% 95% 4% 92% 34% 8% 6% 8% 5% 6% 12% 2%

2000 100% 95% 4% 67% 21% 25% 4% 3% 7% 10% 6% 4%

AuditCompen

sation/H

R

Conduct Rev

iew

Governance*

Environmen

t/Safet

y

Executiv

e

Finance

Investmen

t

Nominating*

Pensio

n

Risk Strateg

ic Planning


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.

Numberof Percentageof Percentageof Percentageof Committee Independent Non-Independent Non-Independent Memberships Directors (Inside)Directors (Outside)Directors 2009 2008 2009 2008 2009 2008

0 6% 5% 75% 74% 46% 45%

1 31% 31% 20% 20% 36% 36%

2 45% 45% 4% 4% 12% 12%

3 15% 15% <1% 1% 5% 5%

4 3% 3% 0 0 1% 1%

5 1% 1% 0 0 0 0

6 0 0 0 0 0 0

Percentage of Directors with Committee Memberships

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.


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

Director Compensation



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




Average $75,918 $53,886 $71,512Median $55,000 $43,961 $50,000Range $5,000 to $390,611 $10,000 to $155,000 $5,000 to $390,611

Annual Board Retainer, by Board Type


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

2009 $34,696 $51,050 $65,615 $114,514 $71,5122008 $39,940 $44,914 $59,872 $111,969 $69,0432000* $11,572 $14,694 $16,473 $24,949 $16,573

Average Annual Board Retainer

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

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

$10,000orless 2009 10% 0 2% 0 3% 2008 3% 0 2% 0 1%$10,001to$15,000 2009 12% 0 0 0 2% 2008 3% 6% 0 0 1%$15,001to$20,000 2009 18% 7% 2% 1% 5% 2008 17% 8% 4% 3% 6%$20,001to$30,000 2009 20% 31% 17% 1% 15% 2008 25% 40% 15% 1% 17%$30,001to$40,000 2009 4% 14% 11% 5% 9% 2008 6% 8% 14% 5% 9%over$40,000 2009 30% 43% 66% 92% 63% 2008 36% 36% 62% 91% 62%NoRetainer 2009 6% 5% 2% 0 2% 2008 11% 4% 3% 0 3%

Retainer Distribution


$10,000orless 3% 2% 3%$10,001to$15,000 2% 0 2%$15,001to$20,000 5% 5% 5%$20,001to$30,000 12% 29% 15%$30,001to$40,000 9% 10% 9%over$40,000 66% 52% 63%NoRetainer 3% 2% 2%

Retainer Distribution, by Board Type


Total Cash Portion Share Based Portion*

Crescent Point Energy Corp. $390,611 $30,000 $360,611EnCana Corporation $314,800 $30,000 $284,800RedBackMiningInc. $290,000 $50,000 $240,000Goldcorp Inc. $236,613† $114,000† $122,613†Suncor Energy Inc. $232,680 $36,000 $196,680Trican Well Service Ltd. $228,088 $20,000 $208,088AdvantageOilandGasLtd. $225,718 $100,000 $125,718Celestica Inc. $210,900† $37,050† $173,850†CanadianNationalRailwayCompany $205,725 $17,130† $188,595BarrickGoldCorporation $188,100† $84,645† $103,455†Biovail Corporation $182,400† $57,000† $125,400†EnbridgeInc. $180,000 $135,000 $45,000

Largest Equity Board Retainers

* 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.


CanadianOilSandsTrust $155,000 $25,000 $130,000Vermilion Energy Trust $147,640 $25,000 $122,640Penn West Energy Trust $125,000 $50,000 $75,000BellAliantRegionalCommunications Income Fund $120,000 $120,000 EnerplusResourcesFund $115,000 $35,000 $80,000Pengrowth Energy Trust $110,000 $30,000 $80,000PembinaPipelineIncomeFund $105,000 $30,000 $75,000DaylightResourcesTrust $101,520 $40,000 $61,520Precision Drilling Trust $100,000 $40,000 $60,000Inter Pipeline Fund $100,000 $50,000 $50,000

Largest Income Trust Board Retainers



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.

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.

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

2009 $1,400 $1,429 $1,517 $1,922 $1,5892008 $1,673 $1,387 $1,495 $1,853 $1,5872000* $1,084 $1,095 $1,232 $1,328 $1,285

Average Board Meeting Fee



Average $1,610 $1,512 $1,589Median $1,500 $1,500 $1,500Range $500 to $10,000 $1,000 to $3,500 $500 to $10,000

Board Meeting Fee, by Board Type


Percentof Boards AverageRetainer AverageMeetingFee

RetainerOnly 2009 26% $84,957 2008 25% $83,130 MeetingFeeOnly 2009 1% $967 2008 1% $1,050RetainerandMeetingFee 2009 73% $66,882 $1,598 2008 72% $64,325 $1,578StockOptionsOnly 2009 <1% 2008 1% NoCompensation 2009 <1% 2008 1%

Forms of Compensation

Percentof Boards AverageRetainer AverageMeetingFee

RetainerOnly All 26% $84,957 Equities 27% $89,165 Income Trusts 19% $58,446 MeetingFeeOnly All 1% $967 Equities 1% $967 Income Trusts 0 RetainerandMeetingFee All 73% $66,882 $1,598 Equities 70% $70,860 $1,622 Income Trusts 81% $52,916 $1,512StockOptionsOnly All <1% Equities <1% Income Trusts 0 NoCompensation All <1% Equities <1% Income Trusts 0

Forms of Compensation, by Board Type

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.


MandatorySharesinRetainerNoMandatorySharesinRetainer

Average Median Average Median

All $99,908 $93,888 $44,477 $35,000Equities $106,457 $100,000 $46,945 $40,000Income Trusts $73,943 $56,220 $34,521 $30,000

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

MandatorySharesinRetainerNoMandatorySharesinRetainer Average Median Average Median

<500 M 2009 $54,997 $50,000 $26,084 $20,000 2008 $59,560 $60,000 $29,663 $25,000 2003 $22,090 $20,000 $17,461 $15,000 500M - 1B 2009 $78,066 $74,840 $34,841 $30,000 2008 $74,922 $70,000 $33,560 $25,000 2003 $20,685 $16,500 $20,830 $15,000 1B - 5B 2009 $87,905 $69,915 $46,069 $40,000 2008 $80,147 $74,900 $43,833 $40,000 2003 $42,049 $37,500 $25,018 $21,724 >5B 2009 $130,861 $120,000 $76,843 $52,500 2008 $128,796 $122,750 $79,610 $67,500 2003 $67,681 $55,000 $43,572 $40,000 All 2009 $99,908 $93,888 $44,477 $35,000 2008 $96,810 $98,436 $45,506 $35,000 2003 $50,054 $39,370 $24,626 $20,000

Average and Median Board Retainers, Including Cash and Shares


Key Findings

The 2009 average non-executive chairretainer 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 retainerin 2009 was $126,465 for income trustboards and for equity boards was 75% higher at $220,894

As is the case with director retainers,non-executive chair retainers are largerwhen there is a mandatory portion in shares or share equivalents

Board Chair Compensation





Non-Executive Chair Retainer, by Board Type

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

2009 $87,324 $125,277 $176,972 $312,953 $198,8612008 $98,114 $112,765 $165,700 $306,538 $192,2802000* $62,839 $74,892 $107,184 $159,623 $104,260

Average Annual Non-Executive Chair Retainer

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

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.


MandatorySharesinRetainerNoMandatorySharesinRetainer Average Median Average Median

All $247,769 $227,275 $157,937 $120,000Equities $278,585 $270,000 $176,517 $150,000Income Trusts $163,726 $157,440 $85,478 $75,000

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


Goldcorp Inc. $871,251† $748,638† $122,613†ThomsonReutersCorporation $684,000† $684,000† CanadianNationalRailwayCompany $639,960 $137,040† $502,920BombardierInc. $600,000 $600,000 EnCana Corporation $564,800 $280,000 $284,800Suncor Energy Inc. $536,080 $250,000 $286,080TeckResourcesLimited $518,950 $340,000 $178,950Saputo Inc. $500,000 $500,000

Largest Non-Executive Equity Board Chair Retainers


†Converted from $US at 1.14


CanadianOilSandsTrust $320,500 $110,000 $210,500Vermilion Energy Trust $262,541 $110,000 $152,541RioCanRealEstateInvestmentTrust $260,394 $175,000 $85,394Pengrowth Energy Trust $235,000 $75,000 $160,000ParklandIncomeFund $227,275 $78,960 $148,315Precision Drilling Trust $225,000 $165,000 $60,000EnerplusResourcesFund $220,000 $120,000 $100,000Provident Energy Trust $207,410 $110,000 $97,410

Largest Non-Executive Income Trust Board Chair Retainers


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.

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

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

Lead Director Compensation



• 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.

2009 2008 2003

Average $33,825 $34,262 $26,111 Median $20,000 $25,000 $15,000 Range $3,000 to $285,000 $3,000 to $125,000 $1,500 to $105,113

Lead Director Additional Retainer*, Including Cash and Shares

* Additional to director retainer.

* Additional to director retainer.



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

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.

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

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

Committee Chair Compensation



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

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

2009 $9,046 $9,853 $12,394 $18,446 $13,5672008 $10,264 $10,137 $11,676 $18,735 $13,4072000* $3,132 $3,528 $4,219 $11,052 $6,033

Average Annual Committee Chair Retainer


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.


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


% that Pay a Premium Average Audit Committee Average AuditCommittee ChairRetainerat Non-AuditChair ChairRetainer CompaniesthatPayaPremium Retainer

All 77% $17,432 $10,569Equities 75% $17,838 $10,997Income Trusts 86% $16,010 $8,858

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

* ”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.


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.


AuditCommittee Non-AuditCommittee

Average 2009 $17,432 $10,569

2008 $17,037 $10,503 2003 $12,561 $7,254 Median 2009 $15,000 $7,500 2008 $15,000 $7,500 2003 $10,000 $5,000 Range 2009 $3,000 to $75,000 $2,000 to $250,000 2008 $3,000 to $75,000 $1,605 to $250,000 2003 $3,000 to $75,000 $1,000 to $250,000

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

% of Asset Group that Average Audit Average PayaPremiumAudit CommitteeChairRetainerat Non-AuditCommittee CommitteeChairRetainer CompaniesthatPayaPremium ChairRetainer

<500 M 54% $11,231 $7,406500M - 1B 71% $12,710 $7,4041B - 5B 81% $17,119 $8,613>5B 89% $22,436 $15,560All 77% $17,432 $10,569

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



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

Committee Member Compensation



Committee Member Retainer

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

• 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.

• 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

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

2009 $6,597 $4,167 $5,573 $6,475 $5,8982008 $4,138 $4,927 $5,398 $7,064 $5,9762000* $2,093 $1,950 $3,072 $4,020 $3,160

Average Committee Member Retainer


Overall, the average 2009 committee member retainer decreased by 1% over 2008,

following 7% and 8% annual increases in the two years previous.



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

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

2009 $1,382 $1,426 $1,524 $1,784 $1,5612008 $1,512 $1,379 $1,514 $1,734 $1,5492000* $910 $1,011 $1,138 $1,214 $1,068

Average Committee Member Meeting Fee

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


Average $1,584 $1,474 $1,561Median $1,500 $1,500 $1,500Range $250 to $3,420 $750 to $3,500 $250 to $3,500

Committee Member Meeting Fees, by Board Type

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%.


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

AuditCommittee Non-AuditCommitteeAverage 2009 $7,442 $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

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

* “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.


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

Stock-Based Compensation



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


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

2009 66% 69% 82% 95% 81%2008 78% 62% 81% 91% 80%2000 62% 63% 74% 85% 70%

Percentage of Companies with a Stock Component in Director Compensation

Shares/TrustUnits StockOptions/TrustUnitRights ShareEquivalents None

Equities 15% 23% 61% 16%Income Trusts 17% 10% 45% 29%All 15% 20% 58% 19%

Percentage of Companies with Various Types of Stock-Based Director Compensation, by Board Type

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

Shares/TrustUnits StockOptions/TrustUnitRights ShareEquivalents None

2009 15% 20% 58% 19%2008 17% 23% 54% 20%2000 25% 70% 28% 17%

Percentage of Companies with Various Types of Stock-Based Director Compensation

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

Equities Income Trusts AllOptiontotakeallorpartof compensation in shares or share equivalents 18% 14% 17%

Musttakeallorpartof compensationin sharesorshareequivalents,nooptionof takingafurtherportioninthesamemanner 14% 41% 19%

Atleastaportionof compensationmustbe in share or share equivalents 34% 7% 28%

Compensation in Shares or Share Equivalents, by Board Type

2009 2008 2002Optiontotakeallorpartof compensation in shares or share equivalents 17% 17% 19%

Musttakeallorpartof compensationinshares orshareequivalents,nooptionof takinga further portion in the same manner 19% 17% 8%

Atleastaportionof compensationmustbe in share or share equivalents 28% 28% 5%

Compensation in Shares or Share Equivalents

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

Key Findings

There were very modest increases in director compensation in 2009

Compensation Summary



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

DirectorRetainer 2009 $34,696 $51,050 $65,615 $114,514 $71,512 2008 $39,940 $44,914 $59,872 $111,969 $69,043 2000* $11,572 $14,694 $16,473 $24,949 $16,573Board Meeting 2009 $1,400 $1,429 $1,517 $1,922 $1,589 2008 $1,673 $1,387 $1,495 $1,853 $1,587 2000* $1,084 $1,095 $1,232 $1,328 $1,285Non-ExecutiveChairRetainer 2009 $87,324 $125,277 $176,972 $312,953 $198,861 2008 $98,114 $112,765 $165,700 $306,538 $192,280 2000* $62,839 $74,892 $107,184 $159,623 $104,260CommitteeChairRetainer 2009 $9,046 $9,853 $12,394 $18,446 $13,567 2008 $10,264 $10,137 $11,676 $18,735 $13,407 2000* $3,132 $3,528 $4,219 $11,052 $6,033CommitteeMemberRetainer 2009 $6,597 $4,167 $5,573 $6,475 $5,898 2008 $4,138 $4,927 $5,398 $7,064 $5,976 2000* $2,093 $1,950 $3,072 $4,020 $3,160CommitteeMemberMeeting 2009 $1,382 $1,426 $1,524 $1,784 $1,561 2008 $1,512 $1,379 $1,514 $1,734 $1,549 2000* $910 $1,011 $1,138 $1,214 $1,068Telephone Meeting 2009 $850 $762 $884 $920 $863 2008 $951 $825 $820 $962 $861 2000* $520 $608 $630 $617 $587

Average Compensation

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



DirectorRetainer 2009 $75,918 $53,886 $71,512 2008 $74,610 $50,714 $69,043Board Meeting 2009 $1,610 $1,512 $1,589 2008 $1,637 $1,438 $1,587Non-ExecutiveChairRetainer 2009 $220,894 $126,465 $198,861 2008 $216,122 $121,769 $192,280CommitteeChairRetainer 2009 $13,938 $12,169 $13,567 2008 $14,148 $11,010 $13,407CommitteeMemberRetainer 2009 $5,870 $6,060 $5,898 2008 $5,960 $6,071 $5,976CommitteeMemberMeeting 2009 $1,584 $1,474 $1,561 2008 $1,593 $1,411 $1,549Telephone Meeting 2009 $852 $909 $863 2008 $859 $865 $861

Average Compensation, by Board Type


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 share-holding 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

Director Share Ownership



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.

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

• 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.



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

2009 85% 91% 96% 99% 95%2008 92% 89% 95% 98% 95%2000 80% 84% 88% 93% 87%

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

2009 2008 2000

Specifiedguidelineonly 66% 64% 9%

Including mandatory deferred share units that mustbehelduntilthedirectorleavestheboard 73% 71% 14%

Percentage of Boards with a Director Shareholding Guideline


• 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.


Specifiedguidelineonly 2009 68% 57% 66% 2008 68% 52% 64% 2007 66% 47% 62% 2006 60% 37% 54%Including mandatory deferred share unitsthatmustbehelduntilthe directorleavestheboard 2009 74% 71% 73% 2008 74% 61% 71% 2007 71% 54% 67% 2006 68% 41% 61%

Percentage of Boards with a Director Shareholding Guideline, by Board Type

2009 2008 2003

Dollar Value Equal to a multiple of the annual director retainer 69% 64% 48%

Specificnumberof sharesorshareunits 15% 18% 30%Specificdollarvalue 16% 18% 19%Highestof twoof thevariableslistedabove 0 0 2%Multiple of annual retainer plus another item <1% <1% 0Details not provided 0 0 0

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


• 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%.

2009 2008 2003

Equal to the retainer value 3% 3% 4%Two times the retainer value 8% 8% 13%Two and a half times the retainer value 0 1% 0Three times the retainer value 62% 58% 27%Four times the retainer value 5% 8% 6%Five times the retainer value 20% 20% 35%Sixtimestheretainervalue 2% 3% 13%Eight times the retainer value 0 0 2%

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

2009 2008 2003

Average value $212,511 $196,719 $137,933 Median value $150,000 $150,000 $108,850 Rangeof values $5,000 to $855,000 $6,750 to $802,500 $6,250 to $490,525

Value* of Director Share Ownership Guidelines

* 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.


Company Data



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.

T


* 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.

Aastra Technologies Limited 585,480 CC,LD 5 2 0 9 Yes 25,000 1,500 1,500 5,000 ACE Aviation Holdings Inc. 323,000 CC,LD 10 8 0 4 120,000 37,500 5,000 10,000 3 10,000 20,000 3 Advantage Oil and Gas Ltd. 1,927,241 IC 9 7 2 5 389,766 33 225,718 32 X Aecon Group Inc. 1,689,338 CC,LD 9 6 0 12 Yes 50,000 1,500 4,000 1,500 6,000 Ag Growth International Inc. 387,850 IC 6 4 0 4 Yes 45,000 35,000 1,500 1,500 5,000 10,000 3 X X AGF Management Limited 5,675,922 CC,LD 10 7 1 11 Yes 45,000 20,000 2,000 3,000 8 4,000 3 4,000 6,000 8 15,000 3 X Agnico-Eagle Mines Limited 4,841,987 1 IC 12 9 1 8 Yes 240,000 115,000 10,000 25,000 3 XAgrium Inc. 11,154,900 1 IC 10 9 3 7 Yes 342,000 1 136,800 1 1,140 1 3,990 1 1,140 1 1,710 1,3 6,270 1 17,100 1,3 X X Alamos Gold Inc. 410,721 1 IC 7 6 0 4 Yes 40,000 18,000 1,000 1,000 6,000 10,000 3 XAlgoma Central Corporation 694,306 IC 11 8 0 12 102,500 21,500 1,600 5,660 1,600 10,460 Algonquin Power Income Fund X 921,590 IC 4 4 0 8 29,000 24,000 1,500 1,500 5,000 Alimentation Couche-Tard Inc. 3,711,726 1 NIC,LD 10 6 1 12 Yes 202,500 71 36,000 71 1,350 2,700 71 1,350 1,800 3 4,500 71 8,100 3,71 X X Alliance Grain Traders Inc. 404,423 EC,LD 5 3 0 4 12,000 1,000 1,000 3,000 AltaGas Income Trust X 2,629,100 EC,LD 9 8 0 4 Yes 53,026 61 1,250 60,000 3,000 1,000 8,000 18,000 3 X Altius Minerals Corporation 223,558 NIC 6 4 1 8 50,000 10,000 15,000 XARC Energy Trust X 3,914,500 IC 9 8 1 7 150,000 101 50,000 101 5,000 12,500 22,500 4 30,000 3 X Armtec Infrastructure Income Fund X 651,758 IC 5 4 0 4 50,000 25,000 1,500 2,000 1,000 10,000 15,000 3 X Astral Media Inc. 2,405,232 EC,LD 14 10 1 18 Yes 50,000 113 15,000 7,500 12,500 3 X ATCO Ltd. 9,954,600 NIC,LD 9 6 1 16 Yes 175,000 120,000 2 2,000 2,30 30,000 7,500 3 1,500 2 8,500 20,000 3 X X Atrium Innovations Inc. 722,366 1 IC 10 8 1 4 110,000 40,000 1,500 1,500 7,000 10,000 3 ATS Automation Tooling Systems 752,798 IC 7 6 0 1 Yes 85,000 2 65,000 2 1,500 2,81 2,500 2 1,500 2,81 3,000 2 15,000 2,3 X X Aurizon Mines Ltd. 323,293 CC,LD 8 6 1 12 Yes 16,000 1,200 6,000 1,200 6,000 Avenir Diversified Income Trust X 367,115 CC,LD 7 4 0 6 25,000 1,000 62 10,000 750 6,000 3,63,64 XBank of Montreal 388,458,000 IC 16 15 3 9 Yes 300,000 100,000 2,000 1,500 15,000 17 40,000 3 25,000 X X Bank of Nova Scotia 496,516,000 IC 14 13 4 10 Yes 300,000 120,000 2,000 3,000 6,000 3 2,000 15,000 35,000 3 X X Barrick Gold Corporation 30,865,500 1 EC,LD 14 9 0 12 Yes 188,100 1 34,200 1 3,420 1,3 11,400 1 22,800 1,3 X X Baytex Energy Trust X 1,884,005 EC,LD 8 6 0 7 Yes 30,000 1,500 20,000 1,500 5,000 20,000 3 XBCE Inc. 38,050,000 IC 13 12 1 6 Yes 300,000 150,000 2 75,000 3 X Bell Aliant Regional Communications Income Fund X 4,151,600 NIC,LD 9 4 1 5 Yes 120,000 55,000 30,000 24,39 55,000 3 Biovail Corporation 2,356,426 1 NIC,LD 12 10 0 2 Yes 342,000 1 182,400 1 1,7101 28,5001 5,700 1 11,400 1,3 1,710 1 5,700 1,44 22,800 1,3 11,400 1,8,17 X X Birchcliff Energy Ltd. 837,108 IC 4 3 0 4 35,000 1,000 1,000 XBird Construction Income Fund X 438,642 NIC,LD 7 5 0 12 105,000 17,600 1,500 7,800 4,800 3 11,000 3 BMTC Group Inc. 313,920 CC,LD 9 5 1 12 Yes 75,000 X Boardwalk Real Estate Investment Trust X 2,378,278 CC,LD 6 5 0 6 Yes 25,000 23 1,500 20,000 5,000 1,500 8,000 15,000 3 X Bombardier Inc. 24,251,220 1 NIC,LD 14 9 2 13 Yes 600,000 80,000 2 2,500 2 5,000 2 2,500 2 10,000 2 20,000 3 X Bonavista Energy Trust X 3,092,129 CC,LD 8 6 1 8 Yes 30,000 1,200 15,000 4,000 7,500 3 1,200 6,000 15,000 3 Bonterra Energy Corp. 293,987 CC 4 3 0 19 9,800 88 BPO Properties Ltd. 2,406,200 NIC,LD 5 3 0 8 Yes 55,000 X Brookfield Asset Management Inc. 70,568,280 1 NIC,LD 16 12 2 11 Yes 339,881 1 150,000 35,000 15,000 25,000 3 X X Brookfield Properties Corporation 23,449,800 1 EC,LD 12 7 2 9 Yes 85,500 1,2 8,550 1 8,550 1,3 X Brookfield Renewable Power Fund X 3,526,300 IC 8 5 1 9 40,000 35,000 5,000 CAE Inc. 2,621,900 IC 14 13 1 7 Yes 225,000 80,000 10,000 15,000 25,000 3 X X Calfrac Well Services Ltd. 840,890 IC 7 6 0 5 Yes 294,900 101,450 1,500 1,500 2,500 3 5,000 10,000 3 X Calloway Real Estate Investment Trust X 4,236,839 9 7 0 6 Yes 22,500 45 1,000 1,000 1,500 3 5,000 10,000 3 X Cameco Corporation 7,342,100 IC 14 12 2 8 Yes 250,000 120,000 2 1,500 2 3,500 2 1,500 2 2,000 2,3 10,000 2 15,000 2,3,4 X X Canada Bread Company, Limited 986,41 2 NIC 8 3 1 11 70,000 1,500 1,500 1,000 79 3,000 8,000 3 Canadian Apartment Properties Real Estate Investment Trust X 2,279,779 NIC,LD 9 6 0 9 Yes 75,000 42 55,000 42 10,000 7,000 X Canadian Imperial Bank of Commerce 335,944,000 IC 16 14 4 5 Yes 300,000 100,000 2,000 5,000 6 2,000 25,000 6 40,000 3,6 X X Canadian National Railway Company 25,176,000 IC 12 10 2 10 Yes 639,960 205,725 1,710 1 3,990 1 1,710 1 21,090 ¹ X X Canadian Natural Resources Limited 41,024,000 EC 12 7 1 11 Yes 176,370 1,500 4,500 1,500 7,500 15,000 3 X X Canadian Oil Sands Trust X 6,953,000 IC 9 8 0 8 Yes 320,500 155,000 1,500 4,000 7,000 3 1,500 8,000 55 12,000 68 20,000 3 X Canadian Pacific Railway 15,531,400 IC 13 12 3 5 Yes 330,000 130,000 2 1,500 2 3,500 2 7,000 2,3 1,500 2 8,500 2 17,000 2,3 X X Canadian Real Estate Investment Trust X 2,158,935 IC 7 6 0 6 Yes 92,500 40,000 1,500 1,500 5,000 10,000 3 X Canadian Tire Corporation, Limited 8,789,500 IC 16 12 2 6 Yes 344,000 50 120,000 2,000 2,000 2,750 3 11,000 25,000 3 X Canadian Utilities Limited 9,083,600 NIC,LD 12 8 3 8 Yes 175,000 120,000 2,000 30 30,000 7,500 3 1,500 8,500 20,000 3 X X Canadian Western Bank 11,635,872 IC 12 11 1 16 Yes 80,000 40,000 1,500 4,000 8,000 3 1,500 3,000 3 7,500 15,000 3 Canexus Income Fund X 383,350 IC 11 7 1 4 Yes 111,330 50,950 1,500 3,000 1,500 8,000 13,000 3 X Canfor Corporation 2,677,800 IC 9 7 0 10 Yes 70,375 69 10,000 69 500 69,70 1,500 69 500 69,70 3,000 69 X

Average Non- Number of Number of Term **Director Executive Lead Committee Chair Fee Stock Component Assets *Board Number of Independent Female Served Shareholding Chair Board Board Director Name Trust ($000) Leadership Directors Directors Directors (years) Guideline? Retainer Retainer Meeting Fee Retainer Committee Retainer Committee Meeting Fee Regular: Retainer Bold: Meeting Fees Req’d Elect Options


Aastra Technologies Limited 585,480 CC,LD 5 2 0 9 Yes 25,000 1,500 1,500 5,000 ACE Aviation Holdings Inc. 323,000 CC,LD 10 8 0 4 120,000 37,500 5,000 10,000 3 10,000 20,000 3 Advantage Oil and Gas Ltd. 1,927,241 IC 9 7 2 5 389,766 33 225,718 32 X Aecon Group Inc. 1,689,338 CC,LD 9 6 0 12 Yes 50,000 1,500 4,000 1,500 6,000 Ag Growth International Inc. 387,850 IC 6 4 0 4 Yes 45,000 35,000 1,500 1,500 5,000 10,000 3 X X AGF Management Limited 5,675,922 CC,LD 10 7 1 11 Yes 45,000 20,000 2,000 3,000 8 4,000 3 4,000 6,000 8 15,000 3 X Agnico-Eagle Mines Limited 4,841,987 1 IC 12 9 1 8 Yes 240,000 115,000 10,000 25,000 3 XAgrium Inc. 11,154,900 1 IC 10 9 3 7 Yes 342,000 1 136,800 1 1,140 1 3,990 1 1,140 1 1,710 1,3 6,270 1 17,100 1,3 X X Alamos Gold Inc. 410,721 1 IC 7 6 0 4 Yes 40,000 18,000 1,000 1,000 6,000 10,000 3 XAlgoma Central Corporation 694,306 IC 11 8 0 12 102,500 21,500 1,600 5,660 1,600 10,460 Algonquin Power Income Fund X 921,590 IC 4 4 0 8 29,000 24,000 1,500 1,500 5,000 Alimentation Couche-Tard Inc. 3,711,726 1 NIC,LD 10 6 1 12 Yes 202,500 71 36,000 71 1,350 2,700 71 1,350 1,800 3 4,500 71 8,100 3,71 X X Alliance Grain Traders Inc. 404,423 EC,LD 5 3 0 4 12,000 1,000 1,000 3,000 AltaGas Income Trust X 2,629,100 EC,LD 9 8 0 4 Yes 53,026 61 1,250 60,000 3,000 1,000 8,000 18,000 3 X Altius Minerals Corporation 223,558 NIC 6 4 1 8 50,000 10,000 15,000 XARC Energy Trust X 3,914,500 IC 9 8 1 7 150,000 101 50,000 101 5,000 12,500 22,500 4 30,000 3 X Armtec Infrastructure Income Fund X 651,758 IC 5 4 0 4 50,000 25,000 1,500 2,000 1,000 10,000 15,000 3 X Astral Media Inc. 2,405,232 EC,LD 14 10 1 18 Yes 50,000 113 15,000 7,500 12,500 3 X ATCO Ltd. 9,954,600 NIC,LD 9 6 1 16 Yes 175,000 120,000 2 2,000 2,30 30,000 7,500 3 1,500 2 8,500 20,000 3 X X Atrium Innovations Inc. 722,366 1 IC 10 8 1 4 110,000 40,000 1,500 1,500 7,000 10,000 3 ATS Automation Tooling Systems 752,798 IC 7 6 0 1 Yes 85,000 2 65,000 2 1,500 2,81 2,500 2 1,500 2,81 3,000 2 15,000 2,3 X X Aurizon Mines Ltd. 323,293 CC,LD 8 6 1 12 Yes 16,000 1,200 6,000 1,200 6,000 Avenir Diversified Income Trust X 367,115 CC,LD 7 4 0 6 25,000 1,000 62 10,000 750 6,000 3,63,64 XBank of Montreal 388,458,000 IC 16 15 3 9 Yes 300,000 100,000 2,000 1,500 15,000 17 40,000 3 25,000 X X Bank of Nova Scotia 496,516,000 IC 14 13 4 10 Yes 300,000 120,000 2,000 3,000 6,000 3 2,000 15,000 35,000 3 X X Barrick Gold Corporation 30,865,500 1 EC,LD 14 9 0 12 Yes 188,100 1 34,200 1 3,420 1,3 11,400 1 22,800 1,3 X X Baytex Energy Trust X 1,884,005 EC,LD 8 6 0 7 Yes 30,000 1,500 20,000 1,500 5,000 20,000 3 XBCE Inc. 38,050,000 IC 13 12 1 6 Yes 300,000 150,000 2 75,000 3 X Bell Aliant Regional Communications Income Fund X 4,151,600 NIC,LD 9 4 1 5 Yes 120,000 55,000 30,000 24,39 55,000 3 Biovail Corporation 2,356,426 1 NIC,LD 12 10 0 2 Yes 342,000 1 182,400 1 1,7101 28,5001 5,700 1 11,400 1,3 1,710 1 5,700 1,44 22,800 1,3 11,400 1,8,17 X X Birchcliff Energy Ltd. 837,108 IC 4 3 0 4 35,000 1,000 1,000 XBird Construction Income Fund X 438,642 NIC,LD 7 5 0 12 105,000 17,600 1,500 7,800 4,800 3 11,000 3 BMTC Group Inc. 313,920 CC,LD 9 5 1 12 Yes 75,000 X Boardwalk Real Estate Investment Trust X 2,378,278 CC,LD 6 5 0 6 Yes 25,000 23 1,500 20,000 5,000 1,500 8,000 15,000 3 X Bombardier Inc. 24,251,220 1 NIC,LD 14 9 2 13 Yes 600,000 80,000 2 2,500 2 5,000 2 2,500 2 10,000 2 20,000 3 X Bonavista Energy Trust X 3,092,129 CC,LD 8 6 1 8 Yes 30,000 1,200 15,000 4,000 7,500 3 1,200 6,000 15,000 3 Bonterra Energy Corp. 293,987 CC 4 3 0 19 9,800 88 BPO Properties Ltd. 2,406,200 NIC,LD 5 3 0 8 Yes 55,000 X Brookfield Asset Management Inc. 70,568,280 1 NIC,LD 16 12 2 11 Yes 339,881 1 150,000 35,000 15,000 25,000 3 X X Brookfield Properties Corporation 23,449,800 1 EC,LD 12 7 2 9 Yes 85,500 1,2 8,550 1 8,550 1,3 X Brookfield Renewable Power Fund X 3,526,300 IC 8 5 1 9 40,000 35,000 5,000 CAE Inc. 2,621,900 IC 14 13 1 7 Yes 225,000 80,000 10,000 15,000 25,000 3 X X Calfrac Well Services Ltd. 840,890 IC 7 6 0 5 Yes 294,900 101,450 1,500 1,500 2,500 3 5,000 10,000 3 X Calloway Real Estate Investment Trust X 4,236,839 9 7 0 6 Yes 22,500 45 1,000 1,000 1,500 3 5,000 10,000 3 X Cameco Corporation 7,342,100 IC 14 12 2 8 Yes 250,000 120,000 2 1,500 2 3,500 2 1,500 2 2,000 2,3 10,000 2 15,000 2,3,4 X X Canada Bread Company, Limited 986,41 2 NIC 8 3 1 11 70,000 1,500 1,500 1,000 79 3,000 8,000 3 Canadian Apartment Properties Real Estate Investment Trust X 2,279,779 NIC,LD 9 6 0 9 Yes 75,000 42 55,000 42 10,000 7,000 X Canadian Imperial Bank of Commerce 335,944,000 IC 16 14 4 5 Yes 300,000 100,000 2,000 5,000 6 2,000 25,000 6 40,000 3,6 X X Canadian National Railway Company 25,176,000 IC 12 10 2 10 Yes 639,960 205,725 1,710 1 3,990 1 1,710 1 21,090 ¹ X X Canadian Natural Resources Limited 41,024,000 EC 12 7 1 11 Yes 176,370 1,500 4,500 1,500 7,500 15,000 3 X X Canadian Oil Sands Trust X 6,953,000 IC 9 8 0 8 Yes 320,500 155,000 1,500 4,000 7,000 3 1,500 8,000 55 12,000 68 20,000 3 X Canadian Pacific Railway 15,531,400 IC 13 12 3 5 Yes 330,000 130,000 2 1,500 2 3,500 2 7,000 2,3 1,500 2 8,500 2 17,000 2,3 X X Canadian Real Estate Investment Trust X 2,158,935 IC 7 6 0 6 Yes 92,500 40,000 1,500 1,500 5,000 10,000 3 X Canadian Tire Corporation, Limited 8,789,500 IC 16 12 2 6 Yes 344,000 50 120,000 2,000 2,000 2,750 3 11,000 25,000 3 X Canadian Utilities Limited 9,083,600 NIC,LD 12 8 3 8 Yes 175,000 120,000 2,000 30 30,000 7,500 3 1,500 8,500 20,000 3 X X Canadian Western Bank 11,635,872 IC 12 11 1 16 Yes 80,000 40,000 1,500 4,000 8,000 3 1,500 3,000 3 7,500 15,000 3 Canexus Income Fund X 383,350 IC 11 7 1 4 Yes 111,330 50,950 1,500 3,000 1,500 8,000 13,000 3 X Canfor Corporation 2,677,800 IC 9 7 0 10 Yes 70,375 69 10,000 69 500 69,70 1,500 69 500 69,70 3,000 69 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.

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




Cangene Corporation 345,191 NIC 9 5 0 6 Yes 123,750 88,750 109 X X Cardiome Pharma Corp. 70,796 EC,LD 7 5 1 5 28,500 1 3,420 1 85,500 1 3,420 1 17,100 1,17 28,500 1,3,8 XCascades Inc. 3,792,000 EC,LD 13 7 1 21 Yes 50,237 1,500 2,000 2,000 10,000 3 2,500 3 X Catalyst Paper Corporation 2,090,800 IC 9 7 0 3 Yes 125,000 60,000 5,000 10,000 15,000 3 X XCCL Industries Inc. 1,645,497 EC,LD 10 7 0 8 Yes 60,586 13 2,000 13 12,500 2,000 13 7,500 13 12,500 3 X X Celestica Inc. 4,316,268 1 IC 8 6 1 7 Yes 353,400 1 210,900 1 2,850 1,41 2,850 1,41 11,400 1,40 22,800 1,3 X X Celtic Exploration Ltd. 678,770 IC 5 4 0 7 XCenovus Energy Inc. 23,429,280 1 IC 9 8 1 0 Yes 304,996 1 32,678 1 1,634 1 1,634 1 8,169 1 16,338 1,3 X Centerra Gold Inc. 1,224,360 1 IC 11 9 1 2 Yes 178,571 47 45,000 47 1,250 1,250 1,750 3 3,000 6,000 3 X X CGI Group Inc. 3,899,910 EC,LD 14 10 2 13 Yes 50,000 1,500 15,000 2,000 2,500 10,000 12,500 3 X XChartwell Seniors Housing Real Estate Investment Trust X 2,598,670 IC 7 6 1 5 Yes 80,000 46 32,500 46 1,500 1,500 12,500 46 X Chemtrade Logistics Income Fund X 495,477 IC 4 4 0 6 Yes 40,000 1,500 1,500 X Churchill Corporation (The) 367,417 IC 10 9 0 5 Yes 220,000 105,000 1,500 1,000 5,000 10,000 3 X CI Financial Corp. 3,006,431 IC,LD 7 6 0 11 100,000 82,500 20,000 3 Cineplex Galaxy Income Fund X 1,312,785 IC 5 5 3 2 50,000 15,000 3 Cinram International Income Fund X 894,558 1 IC 7 7 0 1 Yes 140,000 40,000 5,000 10,000 3 X Clairvest Group Inc. 305,360 IC 12 10 0 15 125,000 30,000 1,500 1,500 3,000 10,000 3 X CML Healthcare Income Fund X 997,272 IC 6 5 1 3 80,000 35,000 43 1,000 1,000 5,000 10,000 3 X XCogeco Cable Inc. 2,665,403 IC 10 9 3 9 Yes 75,000 24,000 108 1,000 1,000 1,500 3 6,000 7,500 3 X Cominar Real Estate Investment Trust X 1,835,946 IC 9 5 1 7 Yes 103,052 25,000 1,500 1,500 3,750 10,000 3 5,000 8 Connacher Oil & Gas Limited 1,739,518 LD 8 5 1 3 Yes 98,731 1,500 30,000 1,500 5,000 10,000 3 X Consolidated Thompson Iron Mines Limited 1,123,661 EC 8 5 0 2 Yes 65,000 1,500 10,000 30,000 8 40,000 3 XConsumers’ Waterheater Income Fund X 953,856 IC 7 5 1 5 Yes 157,440 34 56,220 34 1,500 3,000 5,000 3 1,500 8,000 15,000 3 X Coopers Park Corporation 130,641 CC 3 2 0 4 10,000 500 500 Corby Distilleries Limited 271,241 IC 9 4 1 4 Yes 70,000 18,250 114 1,350 1,000 2,500 5,000 3 X X Corus Entertainment Inc. 1,874,700 EC,LD 11 8 6 7 Yes 35,000 1,500 5,000 1,000 1,500 3 6,000 10,000 3 X Cott Corporation 996,132 1 IC,LD 11 9 1 3 Yes 179,053 1 139,153 1,2 34,200 1,2 11,400 1,2 17,100 1,3 X X Crescent Point Energy Corp. 5,439,430 IC 7 5 0 6 Yes 399,264 36 390,611 36 1,500 4,000 10,000 3 X Crew Energy Inc. 963,248 IC 5 4 0 4 XDavis + Henderson Income Fund X 941,555 IC 7 6 1 6 Yes 65,000 30,000 1,500 1,200 4,000 8,000 3 Daylight Resources Trust X 1,727,814 NIC 8 6 0 4 Yes 180,745 101,520 2,000 10,000 2,000 20,000 30,000 3 X Detour Gold Corporation 439,256 EC,LD 8 5 1 2 125,000 20,000 1,500 5,000 1,500 5,000 10,000 3 XDollarama Inc. 1,322,237 CC,LD 9 2 0 4 30,000 1,000 5,000 XDorel Industries Inc. 2,282,485¹ LD 10 6 1 12 Yes 40,000 1,500 20,000 2,000 3,000 3 1,500 5,000 10,000 3 X DragonWave Inc. 186,032 IC 8 6 0 4 112 112 XDundee Corporation 3,291,200 IC 12 8 0 11 Yes 442,000 60 45,000 1,500 5,000 3 1,500 10,000 17 15,000 8 35,000 3 X DundeeWealth Inc. 2,190,790 NIC,LD 12 10 2 5 Yes 245,000 45,000 1,500 125,000 5,000 3 1,500 10,000 17 15,000 8 35,000 3 X E-L Financial Corporation Limited 12,898,040 CC 9 4 0 8 20,000 1,180 1,180 3,250 3 Eldorado Gold Corporation 3,917,163 1 IC 11 11 0 6 Yes 75,000 40,000 1,500 1,500 5,000 10,000 3 XEmera Inc. 5,293,200 IC 12 11 4 4 Yes 160,000 35,000 1,750 3,000 5,000 3 1,750 5,000 17 12,000 24 15,000 3 X Empire Company Limited 6,248,300 IC 18 11 2 12 Yes 200,000 50,000 2 2,000 2 3,000 2 5,000 2,3 2,000 2 10,000 15,000 3,87 X Enbridge Inc. 28,169,000 IC 11 10 1 6 Yes 420,000 2 180,000 2 10,000 2 15,000 2,4 25,000 2,3 X X EnCana Corporation 38,562,780 1 IC 7 6 2 6 Yes 564,800 314,800 1,500 1,500 7,500 15,000 3 X X Enerplus Resources Fund X 5,905,516 IC 11 10 0 5 Yes 220,000 115,000 1,500 1,500 10,000 20,000 3 X Ensign Energy Services Inc. 2,128,090 EC 9 6 1 12 Yes 51,354 1,250 2,500 1,250 5,000 10,000 3 X Equinox Minerals Limited 1,661,748 1 IC 6 5 0 3 Yes 300,000 150,000 10,000 17 15,000 38 25,000 3 X X Equitable Group Inc. 3,846,074 IC 9 8 1 4 Yes 83,957 41,457 1,200 86 1,200 86 5,000 15,000 3 X European Goldfields Limited 848,274 1 CC 8 3 0 2 Yes 84,680 8,474 35 X X Evertz Technologies Limited 345,787 EC 5 3 0 7 12,000 800 3,000 800 5,000 10,000 3 Extendicare Real Estate Investment Trust X 1,668,100 IC 9 8 0 17 Yes 100,000 30,000 3,500 31 5,000 3 3,500 31 5,000 25,000 3 Fairborne Energy Ltd. 940,443 NIC,LD 7 5 0 4 20,000 1,500 1,500 5,000 XFairfax Financial Holdings Limited 32,379,192 1 CC,LD 6 5 0 7 Yes 75,000 10,000 5,000 10,000 3 Finning International Inc. 3,671,400 NIC,LD 11 9 1 6 Yes 280,000 29 100,000 29 1,500 40,000 3,000 6,000 3 1,500 10,000 20,000 3 X X First Capital Realty Inc. 3,691,643 EC 8 6 1 7 Yes 62,490 1,500 5,000 3 1,500 7,500 68 10,000 3 X X First Quantum Minerals Ltd. 5,203,644 1 CC,LD 8 5 0 7 Yes 136,800 1 22,800 1 22,800 1,3,8 FirstService Corporation 1,150,864 1 IC 7 5 0 13 Yes 52,500 1,400 1,400 5,000 10,000 3 XFlint Energy Services Ltd. 974,657 IC 10 9 0 5 Yes 185,000 100,000 1,500 1,500 5,000 7,500 3 X Fort Chicago Energy Partners LP X 2,864,899 IC 9 8 1 6 72,922 37 42,922 2,37 1,500 2 1,500 2 7,500 15,000 3 X





Fortis Inc. 12,160,000 IC 12 10 1 5 Yes 190,000 75,000 1,500 1,500 15,000 X X Forzani Group Ltd. (The) 701,929 NIC,LD 8 6 0 8 Yes 273,900 49,780 1,200 12,000 1,200 6,000 12,000 3 X Franco-Nevada Corporation 2,303,816 1 IC 7 6 0 2 Yes 40,000 30,000 10,000 X Freehold Royalty Trust X 418,540 IC 8 5 0 10 Yes 80,000 50,000 1,500 1,500 7,500 14,000 3 X Gabriel Resources Ltd. 658,694 IC 10 9 0 3 75,000 40,000 X XGalleon Energy Inc. 1,136,732 EC,LD 7 5 0 4 Yes 80,000 10,000 15,000 3,55 XGammon Gold Inc. 964,368 IC 6 4 0 1 30,000 20,000 25,000 3 XGastar Exploration Ltd. 337,711 1 CC 4 3 0 2 27,360 1 1,140 1 6,840 1 X XGenivar Income Fund X 533,097 IC 7 5 0 3 75,000 45,000 7,500 52 10,000 3,11 Genworth MI Canada Inc. 5,209,926 CC,LD 9 3 0 0 Yes 55,000 1,500 5,000 10,000 3 X George Weston Limited 20,143,000 CC,LD 11 6 2 9 Yes 90,000 2,000 30,000 4,000 5,000 3 2,000 10,000 25,000 3,39 X X Gerdau Ameristeel Corporation 7,258,340 1 IC 11 6 0 6 Yes 228,000 1,2 83,000 2,300 2,300 7,500 10,000 3 X X Gildan Activewear Inc. 1,233,945 1 IC 7 6 1 9 Yes 153,900 1 57,000 1 1,425 1 4,560 1 1,425 1 10,260 1 17,100 1,3,4 X X GMP Capital Inc. 1,148,505 IC 9 7 0 4 Yes 40,000 25,000 5,000 7,500 25,000 3 Gobimin Inc. 103,060 1 CC 6 4 0 4 1,000 20,000 3 XGoldcorp Inc. 21,605,508 1 NIC,LD 10 8 1 3 Yes 871,251 1 236,613 1 1,710 1 114,000 1 1,710 1 11,400 1 22,800 1,3,8 X Grande Cache Coal Corporation 337,700 IC 6 5 0 6 48,000 24,000 1,000 1,000 12,000 2,000 Great Basin Gold Ltd. 548,284 NIC 8 5 0 6 50,000 2,000 3 3,000 17 5,000 8,57 7,500 3 XGreat-West Lifeco Inc. 128,369,000 NIC 19 10 2 7 Yes 100,000 75,000 22 2,000 22 3,000 3,22 2,000 22 10,000 21,22 20,000 3,22 50,000 20,22 X X Groupe Aeroplan Inc. 5,217,992 IC 9 9 1 2 Yes 200,000 57,716 1,500 2,500 5,000 3 1,500 7,500 15,000 3 X X H&R Real Estate Investment Trust X 5,363,145 IC 6 5 0 12 Yes 67,500 45,000 3,000 2,000 73,74 5,000 74 10,000 3 XHanfeng Evergreen Inc. 286,781 IC 8 6 3 3 Yes 28,000 16,000 1,200 750 6,000 Harry Winston Diamond Corporation 1,704,078 1 CC,LD 8 6 2 5 Yes 68,375 1,500 1,500 5,000 15,000 3 X X Home Capital Group Inc. 7,360,874 IC 8 7 2 9 Yes 105,000 55,000 5,000 24,000 3 X HudBay Minerals Inc. 2,032,300 IC 8 6 0 0 Yes 225,000 80,000 1,500 1,500 10,000 30,000 3 X X Husky Energy Inc. 26,295,000 NIC,LD 13 8 2 7 Yes 85,000 5,000 10,000 3 7,000 15,000 3 X Iamgold Corporation 3,416,352 1 IC 10 9 0 8 Yes 220,000 39,150 2,500 2,500 3,000 X IESI-BFC Ltd. 2,203,528 1 IC 7 5 0 5 Yes 211,732 1 142,920 1 10,587 1,8,17 21,173 1,3 X IGM Financial Inc. 8,645,919 NIC 17 7 1 10 Yes 160,000 60,000 1,750 1,750 5,000 15,000 3 X X Imperial Oil Limited 17,473,000 CC 8 5 2 5 Yes 178,800 15 20,000 14 15 10,000 X X Indigo Books & Music Inc. 519,842 EC,LD 11 9 3 5 Yes 20,000 83 1500 83 3,000 83 1,500 83 7,500 83 15,000 3,83 3,000 83 X Industrial Alliance Insurance and Financial Services Inc. 17,627,000 IC 14 13 3 9 Yes 200,000 35,000 1,500 3,000 5,000 3 1,500 3,000 7,500 110,111 10,000 3 X Inmet Mining Corporation 2,904,149 EC,LD 10 9 0 7 Yes 115,000 1,500 20,000 1,500 10,000 25,000 3 X X InnVest Real Estate Investment Trust X 1,950,209 NIC 6 4 0 6 55,000 45,000 1,000 1,000 10,000 12,500 3 X Intact Financial Corporation 11,351,300 NIC 12 10 3 6 Yes 175,000 45,000 1,500 3,000 3 1,500 6,000 7,000 3 X X Inter Pipeline Fund X 4,472,700 NIC,LD 9 5 0 3 Yes 100,000 1,500 1,500 10,000 15,000 3 X InterOil Corporation 720,198 1 CC,LD 6 3 0 9 20,520 1 36,480 1,58 XIvanhoe Mines Ltd. 1,749,536 1 EC,LD 12 7 1 6 Yes 40,000 2,000 150,000 2,000 20,000 XJazz Air Income Fund X 1,266,471 IC 7 6 1 2 75,000 45,000 75 2,500 5,000 3 7,500 15,000 3 Jean Coutu Group (PJC) Inc. 984,900 EC 13 7 4 15 Yes 25,000 2,000 2,500 2,000 5,000 10,000 3 X Just Energy Income Fund X 1,353,100 EC,LD 9 5 1 5 Yes 50,000 2,000 25,000 5,000 3 2,000 5,000 59 10,000 3 X X Keyera Facilities Income Fund X 1,657,901 IC 8 7 1 5 Yes 130,000 65,000 15,000 30,000 45,000 3 X Kingsway Financial Services Inc. 2,231,385 1 IC 5 4 0 0 Yes 200,000 2 35,000 2 2000 2 2,000 2 6,000 2 15,000 2,3 X X Kinross Gold Corporation 9,135,048 1 IC 9 8 1 8 Yes 375,000 160,000 10,000 20,000 60,000 3 X Labrador Iron Ore Royalty Income Fund X 539,940 CC,LD 6 3 0 13 25,000 1,200 15,000 76 1,200 5,000 8 15,000 3 Lake Shore Gold Corp. 1,020,557 IC 13 9 0 2 Yes 75,000 50,000 1,000 1,000 5,000 10,000 3 XLassonde Industries Inc. 312,224 CC 9 3 2 10 20,000 2,000 2,000 7,500 3 Laurentian Bank of Canada 22,164,780 IC 13 12 5 4 Yes 145,000 45,000 6,000 7 7,500 X Le Chateau Inc. 236,032 CC,LD 7 4 2 14 12,000 1,500 10,000 1,500 6,000 8,39 10,000 3 Linamar Corporation 1,572,365 EC 6 3 1 17 Yes 30,000 67 1500 67 1,000 67 1,500 67 2,500 67 Loblaw Companies Limited 14,991,000 EC,LD 15 9 3 5 Yes 50,000 2,000 4,000 5,000 3 2,000 7,000 30,000 3 X Lundin Mining Corporation 4,263,763 1 NIC,LD 10 7 0 7 200,000 75,000 1,000 5,000 10,000 3 1,500 MacDonald, Dettwiler and Associates Ltd. 1,286,180 IC 9 8 0 5 Yes 140,000 60,019 2 1500 2 3,000 2 1,500 2 2,500 2,3 7,000 2 15,000 2,3 X X Madison Pacific Properties Inc. 180,600 IC 7 6 0 8 5,000 500 250 Magellan Aerospace Corporation 680,618 NIC 9 5 0 15 27,500 27,500 Magna International Inc. 14,025,420 1 NIC,LD 10 6 2 11 Yes 228,000 1 171,000 1 2,280 1 285,000 1 28,500 1 2,280 1 39,990 1,57 57,000 1,3,68 X X Major Drilling Group International Inc. 415,656 IC 8 7 0 7 Yes 90,000 45,000 2,000 2,000 5,000 10,000 8 15,000 3 X XManitoba Telecom Services Inc. 2,896,400 IC 11 10 3 8 Yes 275,000 80 120,000 80 20,000 55,000 3 X X





Manulife Financial Corporation 205,140,000 IC 17 16 3 9 Yes 350,000 110,000 2 2,000 2 5,000 2 8,000 2,24 10,000 2,3 1,500 2 15,000 22,000 24 40,000 2,3 X X Maple Leaf Foods Inc. 3,057,464 NIC,LD 14 11 2 8 Yes 250,000 57,075 1,500 1,500 1,000 79 3,000 8,000 3 X Martinrea International Inc. 1,083,763 EC,LD 6 3 0 10 Yes 60,000 1,500 6,000 4,000 66 1,500 6,000 XMDS Inc. 2,134,080 1 IC 10 9 1 5 Yes 260,000 90,000 1,500 3,000 5,000 3 1,500 5,000 7,000 4 15,000 3 X X Methanex Corporation 3,332,220 1 IC 11 10 2 6 Yes 196,455 77 70,970 77 2,500 2,500 5,000 X X Metro Inc. 4,666,200 EC,LD 14 10 2 8 Yes 47,500 1,750 20,000 2,500 5,000 3 1,750 5,000 10,000 3 X X Migao Corporation 343,976 CC,LD 6 5 0 3 15,000 1,000 1,000 1,000 XMinefinders Corporation Ltd. 319,444 1 IC 5 4 0 11 75,000 20,000 1,000 1,000 2,500 5,000 3 XMorguard Corporation 2,051,721 CC,LD 6 4 0 10 Yes 25,000 2 1,500 2 8,000 1,500 2 4,000 8,000 3 XMorguard Real Estate Investment Trust X 1,283,195 IC 8 5 0 10 60,000 22,000 1,000 1,000 2,500 10,000 3 Mullen Group Ltd. 1,926,900 CC 9 5 0 7 40,000 1,200 3,000 1,000 5,000 1,200 NAL Oil & Gas Trust X 1,609,450 IC 7 5 0 6 Yes 135,000 70,000 1,500 1,500 10,000 55 15,000 3 25,000 56 X National Bank of Canada 132,138,000 IC 15 12 4 11 Yes 270,000 9 70,000 15,000 20,000 3 35,000 45,000 3 X X New Gold Inc. 2,836,615 1 EC 9 6 0 1 25,000 1,500 5,000 3 1,500 5,000 10,000 3 XNewalta Corporation 993,730 IC 9 7 1 5 Yes 75,000 35,000 1,500 1,500 5,000 10,000 3,8 2,250 XNexen Inc. 22,900,000 IC 12 11 1 7 Yes 449,600 159,750 1,800 9,100 1,800 14,400 28,800 3 X X Niko Resources Ltd. 2,560,959 1 CC 6 4 0 8 Yes 25,000 XNorth West Company Fund X 623,800 IC 10 9 1 6 Yes 120,000 30,000 1,200 1,200 8,000 12,000 3 X Northland Power Income Fund X 1,694,525 EC,LD 6 5 1 5 30,000 1,500 15,000 5,000 1,500 10,000 20,000 3 NuVista Energy Ltd. 1,555,743 NIC,LD 7 4 0 6 Yes 25,000 1,200 107 7,500 4,000 6,000 3 1,200 107 7,500 15,000 3 Onex Corporation 25,481,000 CC,LD 9 7 1 13 Yes 154,800 1 2,280 1 45,600 1 5,130 1 8,550 1,3 2,280 1 8,550 1 17,100 1,3 X X Open Text Corporation 1,718,249 1 EC,LD 9 6 2 8 Yes 45,600 1 11,400 1 7,980 1,17 11,400 1,8 28,500 1,3 14,820 1,17 20,520 1,8 39,900 1,3 XOPTI Canada Inc. 3,824,023 IC 6 5 1 3 Yes 60,000 91 25,000 1,500 1,000 15,000 3 XOsisko Mining Corporation 1,338,773 IC 7 5 0 5 75,000 30,000 1,500 2,500 5,000 3 1,500 5,000 7,500 3 XPacific Rubiales Energy Corp. 3,149,434 1 NIC 10 6 0 1 114,000 1 XPan American Silver Corp. 2,107,414 1 IC,LD 9 7 0 8 100,000 79,800 1 1,140 1 11,400 1 6,840 1,3 1,140 1 3,420 1,17 5,700 1 15,960 1,3 X XParamount Energy Trust X 1,065,305 NIC 8 6 2 6 Yes 10,000 1,500 1,500 5,000 10,000 3 XParamount Resources Ltd. 1,020,000 CC,LD 11 6 2 19 10,000 1,000 10,000 1,000 5,000 XParkland Income Fund X 474,335 IC 9 7 1 6 Yes 227,275 72 89,291 72 1,500 1,500 10,000 2,500 X Pason Systems Inc. 373,097 CC 6 5 0 10 Yes 49,125 93 1,000 1,000 10,000 3 X XPembina Pipeline Income Fund X 2,581,125 IC 9 8 1 7 180,000 100 105,000 100 1,200 1,200 10,000 18,000 3 X Pengrowth Energy Trust X 4,693,604 IC 9 7 0 8 Yes 235,000 110,000 1,500 5,000 10,000 3 1,500 10,000 20,000 3 X Penn West Energy Trust X 13,876,000 IC 12 10 1 4 Yes 150,000 125,000 49 1,500 20,000 48 1,500 7,500 15,000 3 X PetroBakken Energy Ltd. 4,480,604 CC 7 5 0 0 50,000 90 5,000 90 10,000 3,90 7,500 90 12,500 3,90 X XPeyto Energy Trust X 1,254,113 IC 7 5 0 5 Yes 89 Pinetree Capital Ltd. 383,562 CC 8 7 0 5 15,000 1,000 1,000 5,000 3 XPotash Corporation of Saskatchewan Inc. 14,731,308 1 IC 12 9 3 9 Yes 364,800 1 153,900 1 5,700 1,3 1,710 1,12 11,400 1 17,100 1,3,8 X Power Corporation of Canada 143,007,000 CC 18 8 1 14 Yes 100,000 2,000 5,000 6,000 3 2,000 15,000 25,000 3 250,000 20 X Power Financial Corporation 140,231,000 NIC 17 9 1 13 Yes 100,000 2,000 5,000 6,000 3 2,000 15,000 25,000 3 X X Precision Drilling Trust X 4,191,713 IC 12 11 0 5 Yes 225,000 100,000 1,250 1,250 2,500 3 7,500 15,000 3 X X Primaris Retail Real Estate Investment Trust X 1,856,017 IC 6 6 1 4 Yes 75,000 25,000 1,500 1,500 7,500 92 8,500 10,000 3 Progress Energy Resources Corp. 2,458,390 NIC 8 6 0 3 Yes 121,030 95 1,000 1,000 2,500 10,000 3 X Provident Energy Trust X 2,548,015 IC 10 9 0 7 Yes 207,410 94 98,760 94 1,500 5,000 1,500 7,500 10,000 3 2,500 X QLT Inc. 478,386 1 IC 7 6 1 6 Yes 122,062 1 52,481 1 3,420 1 5,700¹ 3,420 1,85 11,400 1,8,84 14,250 1,3 X Quadra Mining Ltd. 1,421,608 1 IC,LD 8 6 0 5 104,830 103 69,830 103 1,000 5,000 1,000 5,000 10,000 3 X XQuebecor Inc. 8,352,800 IC 10 7 1 12 Yes 310,000 55,000 2,000 3,000 2,000 3,000 3 8,000 10,000 3 X X Red Back Mining Inc. 1,095,689 1 NIC,LD 6 4 0 6 Yes 300,000 290,000 10,000 6,000 12,000 3 X Reitmans (Canada) Limited 631,392 LD 9 7 0 15 50,000 5,000 3 Research in Motion Limited 11,633,026 1 LD 8 7 1 6 Yes 150,000 40,000 15,000 52 25,000 3 X X Richelieu Hardware Ltd. 286,491 IC 8 7 1 11 75,000 24,000 1,500 1,500 2,000 5,000 X XRioCan Real Estate Investment Trust X 5,861,551 IC 9 6 1 10 Yes 260,394 99 65,618 99 2,500 2,000 5,000 4,17 15,000 3 X Ritchie Bros. Auctioneers Inc. 977,916 1 IC 7 6 1 4 Yes 228,000 1 108,300 1 1,710 1 1,710¹ 11,400 1 17,100 1,3 X Rogers Communications Inc. 17,018,000 EC,LD 18 11 4 14 Yes 105,380 1,500 72,690 1,500 2,000 3 10,000 20,000 8 30,000 3 2,000 3,000 3,8 X X Rogers Sugar Income Fund X 574,371 IC 6 5 0 7 Yes 25,000 20,000 1,000 1,000 1,500 3 10,000 3 2,000 3 X RONA Inc. 2,749,883 IC 12 9 2 6 Yes 200,000 53,000 1,500 1,500 2,000 10,000 3 X X Royal Bank of Canada 654,989,000 IC 15 14 3 9 Yes 395,000 120,000 2,000 3,000 6,000 3 1,500 10,000 50,000 3 X X Rubicon Minerals Corporation 246,127 LD 6 4 0 6 13,860 2,310 2,310 3,465 XRussel Metals Inc. 1,435,700 IC 9 7 2 7 Yes 175,000 55,000 2 2,000 2 2,000 2 6,000 2 10,000 3 X XSaputo Inc. 3,253,451 NIC,LD 12 10 2 9 Yes 500,000 89,160 1,500 54,580 3,000 1,500 5,000 39,580 X X




84 | Corporate Board Governance and Director Compensation in Canada A Review of 201084 | Corporate Board Governance and Director Compensation in Canada A Review of 2010

Savanna Energy Services Corp. 977,160 IC 6 5 0 3 Yes 155,000 125,000 1,500 1,500 10,000 20,000 3 X X Sears Canada Inc. 3,404,800 NIC,LD 8 4 2 3 Yes 60,000 1,500 20,000 5,000 1,500 10,000 20,000 3 Semafo Inc. 412,406 1 EC,LD 7 5 0 5 Yes 20,000 1,250 15,000 1,250 5,000 51 10,000 3 XSenvest Capital Inc. 402,851 CC 6 3 0 26 47,000 Shaw Communications Inc. 8,938,069 EC,LD 16 12 2 9 Yes 42,500 2 1,500 2 75,000 3,000 2 1,500 5,000 2 40,000 3 X ShawCor Ltd. 1,185,977 EC,LD 13 9 3 9 Yes 200,000 50,000 2 2,000 2 20,000 5,000 2 10,000 3 2,000 2 10,000 20,000 3 Sherritt International Corporation 9,899,400 CC,LD 7 6 1 8 Yes 25,000 98 10,000 20,000 2,000 96 5,000 15,000 3,97 X Shoppers Drug Mart Corporation 6,852,454 IC 11 10 4 3 Yes 240,000 120,000 10,000 X X Silver Standard Resources Inc. 854,914 1 IC 8 7 0 7 Yes 230,000 105,000 5,000 10,000 15,000 3 X X Silver Wheaton Corp. 2,550,435 1 IC 8 7 0 4 Yes 151,851 25 101,851 25 1,500 1,500 7,500 15,000 3 X Silvercorp Metals Inc. 318,578 1 CC 7 5 0 4 25,000 5,000 15,000 3 XSino-Forest Corporation 4,518,846 1 CC,LD 6 5 0 8 Yes 20,000 54 1,500 30,000 5,000 53 10,000 3 1,500 7,500 20,000 3 X X SNC-Lavalin Group Inc. 7,206,283 IC 11 10 3 6 Yes 280,000 110,000 1,500 1,500 2,250 3 8,000 16,000 3 X X Softchoice Corporation 335,375 1 IC 8 7 0 4 100,000 60,000 2 1,500 2 1,500 2 10,000 X Sprott Inc. 97,694 IC 7 4 0 1 80,000 50,000 1,500 1,500 5,000 20,000 3 Stantec Inc. 1,123,545 IC 9 7 1 7 Yes 161,392 86,392 1,800 1,800 6,000 12,000 3 X Stella-Jones Inc. 370,795 NIC,LD 9 4 2 10 35,000 30,000 5,000 3 Sterling Resources Ltd. 224,115 IC 6 5 0 6 20,000 10,000 XSun Life Financial Inc. 120,082,000 IC 14 13 3 6 Yes 345,000 110,000 1,500 5,000 7,500 102 10,000 3 1,500 20,000 30,000 3,102 X X Suncor Energy Inc. 69,746,000 IC 14 13 2 6 Yes 536,080 232,680 1,500 4,000 6,000 3 1,500 7,000 15,000 4 25,000 3 X X Superior Plus Corp. 2,274,000 CC,LD 10 9 1 8 Yes 57,000 10 1,500 35,000 5,000 1,500 14,000 19,000 3 2,000 X SXC Health Solutions Corp. 754,771 1 IC 7 6 0 4 149,910 1,106 121,410 1,106 5,700 1,8 7,980 1,3 11,400 1,8 17,100 1,3 X Talisman Energy Inc. 23,618,000 IC 13 12 3 3 Yes 430,000 140,000 1,700 6,000 10,000 3 1,700 15,000 29,000 3 X X Tanzanian Royalty Exploration Corporation 29,285 CC 9 5 1 7 68,750 6,875 10,312 X X Taseko Mines Limited 535,095 NIC 10 6 0 9 50,000 3,000 7,500 3 XTeck Resources Limited 29,873,000 NIC,LD 14 11 2 10 Yes 518,950 99,650 1,500 100,000 4,000 6,000 3 1,500 7,500 26,000 3 X X TELUS Corporation 19,219,000 IC 13 12 1 9 Yes 360,000 139,000 1,500 3,000 6,000 3 1,500 3,000 3 6,000 15,000 3 X X Tembec Inc. 1,366,000 IC 9 7 0 3 Yes 140,000 65 50,000 65 2,000 2,500 7,500 51 15,000 3 2,000 5,000 15,000 51 25,000 3 Thompson Creek Metals Company Inc. 1,532,844 1 EC,LD 8 6 0 5 Yes 40,000 1,500 35,000 1,500 7,000 14,000 3 XThomson Reuters Corporation 39,413,220 1 NIC 15 10 2 8 Yes 684,000 1,104 171,000 1 22,800 1 X Tim Hortons Inc. 1,996,653 EC,LD 12 10 3 2 Yes 90,000 1,500 51,000 3,000 1,500 6,000 12,000 3 X Timberwest Forest Corp. X 1,264,400 IC 8 7 2 5 Yes 80,000 20,000 1,500 3,000 1,500 4,500 12,000 3 XTMX Group Inc. 3,524,475 IC 14 13 3 6 Yes 275,000 80,000 1,500 3,000 1,500 6,000 10,000 3 X X Toromont Industries Ltd. 1,364,667 CC,LD 9 7 0 13 Yes 210,000 19 37,500 2,000 33,000 4,000 2,000 9,000 18,000 3 X XToronto-Dominion Bank 557,219,000 IC 18 16 5 8 Yes 350,000 165,000 105 15,000 25,000 40,000 3 X X Torstar Corporation 1,638,442 IC 13 12 3 3 Yes 265,000 45,000 2 1,500 2 3,000 2 1,250 2 6,500 10,000 3 X X TransAlta Corporation 9,762,000 IC 11 10 2 7 Yes 287,466 97,776 1,500 1,500 15,000 25,000 3 X X Transat A.T. Inc. 1,129,503 CC,LD 11 8 1 11 Yes 42,000 1,500 10,000 5 3,000 5,000 3 1,500 X X TransCanada Corporation 43,841,000 IC 13 12 2 7 Yes 360,000 142,000 2 1,500 2 4,500 2 1,500 2 10,000 2 3,000 2 X X Transcontinental Inc. 2,549,700 EC,LD 13 9 2 9 Yes 35,000 1,500 3,000 3,000 1,500 6,000 10,000 3,4 X TransForce Inc. 1,525,700 CC,LD 8 7 0 5 Yes 42,000 1,750 40,000 4,500 1,750 10,000 2,500 X Trican Well Service Ltd. 1,029,839 EC,LD 9 6 0 7 Yes 228,088 1,200 1,200 5,000 3 X X Trinidad Drilling Ltd. 1,624,013 NIC,LD 6 3 0 5 Yes 197,563 78 177,563 78 1,500 20,000 1,500 1,500 7,500 15,000 3 X Uni-Select Inc. 775,657 IC 12 10 1 13 70,000 30,000 1,500 1,500 2,750 4,000 3 Uranium One Inc. 2,449,981 1 IC 10 6 0 3 Yes 110,000 60,000 1,000 1,000 25,000 3 XUTS Energy Corporation 1,029,471 NIC,LD 9 7 1 6 Yes 260,000 100,000 X Vector Aerospace Corporation 428,286 NIC 9 7 0 4 55,000 25,000 1,500 1,500 7,500 10,000 3 Vermilion Energy Trust X 2,084,676 IC 6 5 0 9 Yes 262,541 26 147,640 27 1,500 1,500 7,000 15,000 3 X Vicwest Income Fund X 161,566 IC 5 4 0 4 Yes 70,000 25,000 1,500 1,500 5,000 10,000 3 X X Viterra Inc. 6,422,748 IC 13 13 1 3 Yes 275,000 115,000 1,500 4,000 1,500 10,000 20,000 3 15,000 8 X X Wajax Income Fund X 448,207 IC 11 11 1 8 Yes 145,000 50,000 1,500 1,500 6,000 12,000 3 X X Wesdome Gold Mines Ltd. 143,255 IC 8 5 0 4 5,000 500 500 2,000 3,000 3 West Fraser Timber Co. Ltd. 2,813,100 CC,LD 9 8 1 15 Yes 50,000 1,500 30,000 2,000 1,500 10,000 X Western Coal Corp. 856,629 IC,LD 8 7 0 4 150,000 50,000 1,500 25,000 7,500 1,500 15,000 20,000 3 XWestJet Airlines Ltd. 3,493,702 NIC,LD 11 8 0 5 Yes 375,000 18 30,000 1,250 20,000 1,250 7,000 15,000 3 X Westshore Terminals Income Fund X 608,760 EC 5 4 0 9 22,500 1,250 1,250 15,000 3 Winpak Ltd. 550,734 NIC 7 5 1 11 125,000 50,000 5,000 3 1,500 6,000 12,500 3 Yamana Gold Inc. 11,066,276 1 CC,LD 11 9 0 3 Yes 150,000 2,000 25,000 1,000 5,000 10,000 3 X XYellow Pages Income Fund X 8,941,606 IC 12 11 2 5 Yes 198,920 82 79,460 82 5,500 8,250 3 11,000 20,000 3 X





Savanna Energy Services Corp. 977,160 IC 6 5 0 3 Yes 155,000 125,000 1,500 1,500 10,000 20,000 3 X X Sears Canada Inc. 3,404,800 NIC,LD 8 4 2 3 Yes 60,000 1,500 20,000 5,000 1,500 10,000 20,000 3 Semafo Inc. 412,406 1 EC,LD 7 5 0 5 Yes 20,000 1,250 15,000 1,250 5,000 51 10,000 3 XSenvest Capital Inc. 402,851 CC 6 3 0 26 47,000 Shaw Communications Inc. 8,938,069 EC,LD 16 12 2 9 Yes 42,500 2 1,500 2 75,000 3,000 2 1,500 5,000 2 40,000 3 X ShawCor Ltd. 1,185,977 EC,LD 13 9 3 9 Yes 200,000 50,000 2 2,000 2 20,000 5,000 2 10,000 3 2,000 2 10,000 20,000 3 Sherritt International Corporation 9,899,400 CC,LD 7 6 1 8 Yes 25,000 98 10,000 20,000 2,000 96 5,000 15,000 3,97 X Shoppers Drug Mart Corporation 6,852,454 IC 11 10 4 3 Yes 240,000 120,000 10,000 X X Silver Standard Resources Inc. 854,914 1 IC 8 7 0 7 Yes 230,000 105,000 5,000 10,000 15,000 3 X X Silver Wheaton Corp. 2,550,435 1 IC 8 7 0 4 Yes 151,851 25 101,851 25 1,500 1,500 7,500 15,000 3 X Silvercorp Metals Inc. 318,578 1 CC 7 5 0 4 25,000 5,000 15,000 3 XSino-Forest Corporation 4,518,846 1 CC,LD 6 5 0 8 Yes 20,000 54 1,500 30,000 5,000 53 10,000 3 1,500 7,500 20,000 3 X X SNC-Lavalin Group Inc. 7,206,283 IC 11 10 3 6 Yes 280,000 110,000 1,500 1,500 2,250 3 8,000 16,000 3 X X Softchoice Corporation 335,375 1 IC 8 7 0 4 100,000 60,000 2 1,500 2 1,500 2 10,000 X Sprott Inc. 97,694 IC 7 4 0 1 80,000 50,000 1,500 1,500 5,000 20,000 3 Stantec Inc. 1,123,545 IC 9 7 1 7 Yes 161,392 86,392 1,800 1,800 6,000 12,000 3 X Stella-Jones Inc. 370,795 NIC,LD 9 4 2 10 35,000 30,000 5,000 3 Sterling Resources Ltd. 224,115 IC 6 5 0 6 20,000 10,000 XSun Life Financial Inc. 120,082,000 IC 14 13 3 6 Yes 345,000 110,000 1,500 5,000 7,500 102 10,000 3 1,500 20,000 30,000 3,102 X X Suncor Energy Inc. 69,746,000 IC 14 13 2 6 Yes 536,080 232,680 1,500 4,000 6,000 3 1,500 7,000 15,000 4 25,000 3 X X Superior Plus Corp. 2,274,000 CC,LD 10 9 1 8 Yes 57,000 10 1,500 35,000 5,000 1,500 14,000 19,000 3 2,000 X SXC Health Solutions Corp. 754,771 1 IC 7 6 0 4 149,910 1,106 121,410 1,106 5,700 1,8 7,980 1,3 11,400 1,8 17,100 1,3 X Talisman Energy Inc. 23,618,000 IC 13 12 3 3 Yes 430,000 140,000 1,700 6,000 10,000 3 1,700 15,000 29,000 3 X X Tanzanian Royalty Exploration Corporation 29,285 CC 9 5 1 7 68,750 6,875 10,312 X X Taseko Mines Limited 535,095 NIC 10 6 0 9 50,000 3,000 7,500 3 XTeck Resources Limited 29,873,000 NIC,LD 14 11 2 10 Yes 518,950 99,650 1,500 100,000 4,000 6,000 3 1,500 7,500 26,000 3 X X TELUS Corporation 19,219,000 IC 13 12 1 9 Yes 360,000 139,000 1,500 3,000 6,000 3 1,500 3,000 3 6,000 15,000 3 X X Tembec Inc. 1,366,000 IC 9 7 0 3 Yes 140,000 65 50,000 65 2,000 2,500 7,500 51 15,000 3 2,000 5,000 15,000 51 25,000 3 Thompson Creek Metals Company Inc. 1,532,844 1 EC,LD 8 6 0 5 Yes 40,000 1,500 35,000 1,500 7,000 14,000 3 XThomson Reuters Corporation 39,413,220 1 NIC 15 10 2 8 Yes 684,000 1,104 171,000 1 22,800 1 X Tim Hortons Inc. 1,996,653 EC,LD 12 10 3 2 Yes 90,000 1,500 51,000 3,000 1,500 6,000 12,000 3 X Timberwest Forest Corp. X 1,264,400 IC 8 7 2 5 Yes 80,000 20,000 1,500 3,000 1,500 4,500 12,000 3 XTMX Group Inc. 3,524,475 IC 14 13 3 6 Yes 275,000 80,000 1,500 3,000 1,500 6,000 10,000 3 X X Toromont Industries Ltd. 1,364,667 CC,LD 9 7 0 13 Yes 210,000 19 37,500 2,000 33,000 4,000 2,000 9,000 18,000 3 X XToronto-Dominion Bank 557,219,000 IC 18 16 5 8 Yes 350,000 165,000 105 15,000 25,000 40,000 3 X X Torstar Corporation 1,638,442 IC 13 12 3 3 Yes 265,000 45,000 2 1,500 2 3,000 2 1,250 2 6,500 10,000 3 X X TransAlta Corporation 9,762,000 IC 11 10 2 7 Yes 287,466 97,776 1,500 1,500 15,000 25,000 3 X X Transat A.T. Inc. 1,129,503 CC,LD 11 8 1 11 Yes 42,000 1,500 10,000 5 3,000 5,000 3 1,500 X X TransCanada Corporation 43,841,000 IC 13 12 2 7 Yes 360,000 142,000 2 1,500 2 4,500 2 1,500 2 10,000 2 3,000 2 X X Transcontinental Inc. 2,549,700 EC,LD 13 9 2 9 Yes 35,000 1,500 3,000 3,000 1,500 6,000 10,000 3,4 X TransForce Inc. 1,525,700 CC,LD 8 7 0 5 Yes 42,000 1,750 40,000 4,500 1,750 10,000 2,500 X Trican Well Service Ltd. 1,029,839 EC,LD 9 6 0 7 Yes 228,088 1,200 1,200 5,000 3 X X Trinidad Drilling Ltd. 1,624,013 NIC,LD 6 3 0 5 Yes 197,563 78 177,563 78 1,500 20,000 1,500 1,500 7,500 15,000 3 X Uni-Select Inc. 775,657 IC 12 10 1 13 70,000 30,000 1,500 1,500 2,750 4,000 3 Uranium One Inc. 2,449,981 1 IC 10 6 0 3 Yes 110,000 60,000 1,000 1,000 25,000 3 XUTS Energy Corporation 1,029,471 NIC,LD 9 7 1 6 Yes 260,000 100,000 X Vector Aerospace Corporation 428,286 NIC 9 7 0 4 55,000 25,000 1,500 1,500 7,500 10,000 3 Vermilion Energy Trust X 2,084,676 IC 6 5 0 9 Yes 262,541 26 147,640 27 1,500 1,500 7,000 15,000 3 X Vicwest Income Fund X 161,566 IC 5 4 0 4 Yes 70,000 25,000 1,500 1,500 5,000 10,000 3 X X Viterra Inc. 6,422,748 IC 13 13 1 3 Yes 275,000 115,000 1,500 4,000 1,500 10,000 20,000 3 15,000 8 X X Wajax Income Fund X 448,207 IC 11 11 1 8 Yes 145,000 50,000 1,500 1,500 6,000 12,000 3 X X Wesdome Gold Mines Ltd. 143,255 IC 8 5 0 4 5,000 500 500 2,000 3,000 3 West Fraser Timber Co. Ltd. 2,813,100 CC,LD 9 8 1 15 Yes 50,000 1,500 30,000 2,000 1,500 10,000 X Western Coal Corp. 856,629 IC,LD 8 7 0 4 150,000 50,000 1,500 25,000 7,500 1,500 15,000 20,000 3 XWestJet Airlines Ltd. 3,493,702 NIC,LD 11 8 0 5 Yes 375,000 18 30,000 1,250 20,000 1,250 7,000 15,000 3 X Westshore Terminals Income Fund X 608,760 EC 5 4 0 9 22,500 1,250 1,250 15,000 3 Winpak Ltd. 550,734 NIC 7 5 1 11 125,000 50,000 5,000 3 1,500 6,000 12,500 3 Yamana Gold Inc. 11,066,276 1 CC,LD 11 9 0 3 Yes 150,000 2,000 25,000 1,000 5,000 10,000 3 X XYellow Pages Income Fund X 8,941,606 IC 12 11 2 5 Yes 198,920 82 79,460 82 5,500 8,250 3 11,000 20,000 3 X




Endnotes1 Converted from U.S. Dollars at 1.14.

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

3 Audit Committee.

4 Human Resources and Compensation Committee.

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

6 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.

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

8 Compensation Committee.

9 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.

10 $27,000 of this amount represents the value of RSUs granted in 2009.

11 Risk Committee.

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

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

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

15 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.

16 $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.

17 Governance and Nominating Committee.

18 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).

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

20 Executive Committee.

21 Conduct Review Committee.

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

23 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.

24 Management Resources and Compensation Committee

25 $61,851 of this amount represents the value of Restricted Share Rights granted to directors in 2009.

26 $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.

27 $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.

28 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.

29 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).

30 $800 per meeting for routine administrative matters where nature of discussion is brief.

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

32 $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.

33 $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.

34 $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.

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

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

37 $17,922 of this amount represents the amount awarded to each director under the LTIP for the 2007 plan year.

38 Health, Safety, Environmental and Sustainability Committee.

39 Governance Committee.

40 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.


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

42 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.

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

44 Risk and Compliance Committee.

45 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.

46 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.

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

48 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.

49 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.

50 The Chair also receives company paid parking and club dues.

51 Human Resources and Corporate Governance Committee.

52 Compensation, Nomination and Governance Committee.

53 Compensation and Nominating Committee.

54 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.

55 Reserves Committee.

56 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.

57 Environmental, Health and Safety Committee.

58 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.

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

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

61 $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.

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

63 Reserves Review and Environment, Health and Safety Committee.

64 Strategic Review Committee.

65 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.

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

67 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.

68 Governance and Compensation Committee.

69 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.

70 $1,000 if the meeting was non-scheduled.

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

72 $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.

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

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

75 Trustees also receive an annual grant of travel reward miles.

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

77 $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.

78 $132,563 of this amount represents the December 31/09 value of 18,750 DSUs that were awarded to each director in 2009.


79 $800 if committee meeting is held on the same day as a Board meeting.

80 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.

81 $750 for meetings that are less than one hour in duration.

82 $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.

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

84 Scientific Review Committee.

85 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.

86 $600 if meeting is less than two hours in duration.

87 Human Resources Committee.

88 Two directors received a retainer of $11,400.

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

90 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.

91 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.

92 Distributions Committee.

93 $29,125 of this amount represents the value of RSUs granted in 2009; RSUs vest over a three year period.

94 $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.

95 $96,030 of this amount represents the value of Restricted Share Units awarded to Directors in 2009.

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

97 Compensation and Pension Committee.

98 Plus a payment of $150,000 in recognition of the “Helms-Burton” legislation in the United States.

99 $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.


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)

S


Korn/Ferry International

The Americas

Atlanta Bogotà Boston Buenos Aires Calgary CaracasChicago Dallas DurangoHouston Irvine Lima Los Angeles Medellin Mexico City Miami Minneapolis MonterreyMontréal New York Northern Virginia Philadelphia Princeton Quito Rio de Janeiro San Francisco Santiago São Paulo Stamford TorontoVancouver Washington, D.C.

Europe,theMiddleEastandAfrica

Amsterdam Athens Barcelona Brussels Budapest Copenhagen Dubai Frankfurt Helsinki Istanbul Johannesburg Kiev London Luxembourg Lyon Madrid Milan Moscow Oslo Paris Rome Stockholm Vienna Warsaw Zurich

AsiaPacific

Auckland Bangalore Bangkok Beijing Brisbane GuangzhouHong Kong Jakarta Kuala Lumpur Melbourne Mumbai New Delhi Seoul Shanghai Singapore Sydney Taipei Tokyo Wellington

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


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: [email protected]

P


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 DirectorWomen 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: [email protected]

W