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www.spencerstuart.com

Board Trends and Practices of Leading Canadian Companies

Canadian Spencer Stuart Board Index2012

17th Edition

2012C

anadian

Spen

cerS

tuart

Board

Index

contents

1

About Spencer Stuart and the Canadian Board Index 2

Special Report – Board Building in Canadian Financial Services: Changing Boards for Challenging Times 3

Board Composition DirectorAppointmentTrends 10

> DirectorswithCEOExperience 11

> DirectorswithRelevantIndustryExperience 12

> DirectorswithFinancialBackgrounds 13

> WomenDirectorAppointments 14

> InternationalDirectors 17

> First-TimeDirectors 18

> ActiveC-LevelExecutives 19

BoardChairTransitions 19

SeparatingBoardChairandCEORoles 20

BoardSize 21

BoardandCommitteeIndependence 22

Director Compensation YearinReview:CSSBI 100BoardCompensationin2012 24

TotalDirectorCompensation 25

TotalDirectorCompensationbyIndustry 26

AnnualDirectorRetainers 26

MeetingFeesandCommitteeRetainers 29

FlatFeeCompensationforDirectors 31

BoardChairCompensation 32

LeadDirectorCompensation 34

CommitteeChairCompensation 34

TravelAllowances 36

Board Organization, Process and Policies BoardCommittees 38

BoardandCommitteeMeetings 39

DirectorAttendance 41

BoardPerformanceEvaluations 41

ContinuingDirectorEducation 43

MajorityVotingforNon-IndependentDirectors 44

‘SayonPay’Policies 44

DirectorRetirementPolicies 45

RestrictionsonOutsideBoardService 45

ShareholdingRequirementsforCSSBI 100Directors 46

StockOptionsforCSSBI 100Directors 47

ValueofIndependentCSSBI 100DirectorShareholdings 48

Appendices ComparativeBoardData,2012CSSBI 100Companies 50

2012CanadianSpencerStuartBoardAnalysis:MethodologicalNotes 60

SpencerStuartPublicationsandDirectorsontheMoveTM 61

2

about spencer stuart

Spencer Stuart is one of the world’s leading executive search firms. Privately held since 1956, Spencer Stuart applies its extensive knowledge of industries, functions and talent to advise select clients — ranging from major multinationals to emerging companies to not-for-profit organizations — to address their leadership requirements. Through 54 offices in 29 countries and a broad range of practice groups, Spencer Stuart consultants focus on senior-level executive search, board director appointments, succession planning and in-depth senior executive management assessments. We were the first global executive search firm to enter Canada in 1978, helping clients across the country achieve outstanding leadership solutions for their organizations from our offices in Toronto, Montreal, and Calgary.

The premier firm for board counsel and recruitment, Spencer Stuart conducts well over half of all director assignments handled through executive search. For more than 25 years, our Board Services Practice has helped boards around the world identify and recruit independent directors, providing advice to board chairs, CEOs and nominating committees on important governance issues. In the past year alone, we have conducted more than 400 director searches. In Canada and the U.S. we are the firm of choice for leading large caps, multinationals and smaller organizations, conducting a significant number of our assignments for companies with revenues under $1 billion.

In addition to our work with clients, Spencer Stuart has long played an active role in corporate governance by exploring — both on our own and with prestigious institutions — key concerns of boards and innovative solutions to the challenges facing them. Publishing the CanadianSpencerStuartBoardIndex (CSSBI), now in its 17th edition, is just one of our many ongoing efforts:

> Spencer Stuart co-founded the National Awards in Governance with the Conference Board of Canada, celebrating innovations and best practices in governance in the private, public and not-for-profit sectors.

> Spencer Stuart published its first AlbertaBoardIndex in 2012, examining the governance practices of a range of leading companies in that Western Canadian market.

> We are Gold Sponsors of the Institute of Corporate Directors (ICD) and our consultants are frequent speakers at their events and seminars staged throughout the year across Canada. In partnership with the ICD, we prepare Directors on the Move,™ a regular feature of Director (the ICD’s newsletter), providing a detailed compilation of new board director appointments across Canada.

> Each year, we sponsor and participate in several acclaimed director education programs including:

> The Annual Boardroom Summit, jointly sponsored by the New York Stock Exchange and Corporate Board Member;

> The Annual Chairman & CEO Peer Forum hosted by Corporate Board Member; and

> The Corporate Governance Conference at Northwestern University’s Kellogg Graduate School of Management.

3

board building in canadian financial services: changing boards for challenging times

Board Building in Canadian FinanCial ServiCeS: Changing BoardS For Challenging TimeS

Canada’s financial institutions have gained worldwide attention – we took a closer look at the composition of their boards

For the 2012 edition of the Canadian Spencer Stuart Board Index, we place a spotlight on the boards of 26 of Canada’s most significant financial institutions (see page 8 for the list), divided equally among the private and public sectors. This includes Canada’s largest banks, insurance companies, pension investment organizations, and a number of other financial institutions that are Crown Corporations. Taken together, these institutions play a crucial role in the lives of Canadians and the country as a whole.

Our financial system, and many of its institutions, have been positioned as world-leading, notably in the wake of the collapse of major financial players around the world and the ensuing economic and market challenges. Against this backdrop, the need for effective and strategic board governance in Canada’s financial services sector has never been more critical in helping to safeguard the interests of shareholders and stakeholders nationally.

For our study, we analyzed each board across a range of key competencies that we believe can be important for effective governance oversight at financial institutions. In total, the backgrounds of the 328 directors serving on the 26 boards as of November 2012 were analyzed. Throughout, we highlight the differences and similarities between boards within the public and private sectors, the apparent gaps, and the implications for ongoing board building.

Getting top management financial services experience on these boards is a work in progress

Questions have been raised about the levels of relevant financial services experience on the boards of Canada’s financial institutions. The premise is that depth of top management (‘C-level’) financial services experience allows for better oversight by these boards, particularly in challenging times.

Our analysis shows that the level of C-level financial services experience, gained either in a direct or allied financial services enterprise, varies both between and within the private and public sector sets of boards. There is considerably more C-level financial services industry depth on the boards of the private sector financial institutions which, interestingly, comes after a notable level of board re-development for many. Fifteen years ago, almost no directors on the boards of these same private sector financial institutions had C-level financial services experience. By 2012, more than three-quarters (77%) of these 13 boards had at least three directors who could be classified as such.

The boards of Canada’s large publicly traded insurance companies have more members with C-level financial services backgrounds, on average, than do the boards of our large banks. In the public sector, two major pension asset managers and three significant Crown Corporations, providing credit and insurance services, have only one or no directors with C-level financial services experience. It does, however, need to be acknowledged that many of the public sector boards that we analyzed face considerable structural and board design constraints (e.g., stakeholder appointment rights). This may result in a pragmatic vs. experience or competency driven approach to board building.

4


Upon closer analysis, the private sector boards have a broader range of relevant financial services experience (e.g., capital markets, retail banking, investments, human resource management in a financial institution). A diversity of relevant sector experience on the board is useful given the highly complex and sophisticated nature of Canada’s leading financial institutions, even though experience within the public set tends to be concentrated in one function or sector within financial services.

Risk management gaining considerable attention; CEOs cover a lot of ground for boards of financial institutions

Risk management has become a critical matter for the boards of large financial institutions. At a general level, these boards deal with risks that are common to all large-scale organizations (e.g., enterprise, operational, and reputational risks) which require directors with the appropriate experience to provide effective oversight. CEOs are highly valued by boards for their breadth of experience, including some dimensions of risk management. There are several types of CEO represented on the boards of both the private and public financial institutions, each bringing different types of experience: CEOs of large, publicly traded organizations (or ‘big company’ CEOs) from within Canada or abroad; CEOs of smaller and private companies; and CEOs of not-for-profit/public sector organizations, many with a regional focus.

On average, there is double the level of CEO experience on private sector boards in financial services – an average of six directors per board versus three per board on the public side – and significantly fewer ‘big company’ CEOs on the public side. As a result, a number of the public sector boards may lack some of the experience and knowledge in key areas of risk management (e.g., the planning and implementation of CEO succession, which is an integral enterprise risk oversight responsibility of all boards).

0 Directors 1 Director 2 Directors 3 Directors 4 Directors 5+Directors Average

Number of Directors with C-level Financial Services Experience (per Board)

Private Sector FinancialInstitution Boards 0 0 3 1 4 5 4(n=13; Average Board Size = 14)

Public Sector FinancialInstitution Boards 2 3 3 0 0 5 3(n=13; Average Board Size = 11)

5


Directors with financial services risk experience have been appointed almost universally across the boards of the private sector financial institutions

The boards of large financial institutions are confronted by a set of sector-related risks (e.g., counterparty, credit, and market risks) that often lie outside an individual institution’s span of control. This is not to value this type of risk over others (organizations can suffer just as much from a poorly implemented technology strategy as from lax trading practices); however, these boards’ ability to address financial sector-oriented risks are being more closely scrutinized and tested in Canada and abroad.

We found large differences in the levels of relevant financial services risk management experience between the private and public sector boards. Almost every board in the private sector group (save for one regional bank) had at least one director who presided over a risk management function at a reasonably sized financial institution (e.g., as CEO, chief risk officer, or chief investment officer) or had senior-level experience at a financial services regulator. On the public side, however, almost half of the boards analyzed (six of 13) did not have a single director who would qualify as an expert in financial services risk.

Private Sector Financial Public Sector Financial Institutions Institutions (n = 13) (n = 13)

54%

92%

Boards with at Least one Director Having Financial Services-Related Risk Experience

The appointment of directors with financial services risk management experience has been a recent trend. For the boards of the private sector financial institutions, 67% of the directors with this experience were appointed in the last five years; while in the public sector group, 80% were appointed over the same time frame. This trend will likely continue as more boards fill gaps and deepen their risk competencies.

A further analysis of the public sector financial institution boards that lack financial services risk experience shows that they also have an abundance of directors with finance management experience (e.g., CFO, audit, accounting, corporate finance, or treasury). While financial management experience is important, for some boards it may be viewed as a proxy for relevant financial services risk management experience, which it is not. Finance acts as a ‘rearview mirror’ on the financial aspects of an enterprise, whereas risk management is forward-looking in its mandate and involves the anticipation of future risks and “stress testing” existing systems and controls.

How many financial services risk experts does a board need? One will likely not be enough to generate robust and balanced discussions on relevant risk topics. Also, as boards continue to create separate risk committees (half of the private sector boards and two of the public sector boards have them), they will need to have a sufficient number of qualified (and willing) directors to ensure the effective oversight of areas such as the review and succession of the institution's chief risk officer.

6


There are multiple approaches to address the financial services risk capabilities of a board. Some boards prefer seniority of experience (e.g., a CEO-level executive from a large financial institution) over a functional risk expert from within the sector. Some boards find it necessary to recruit abroad (as many of the private sector financial institutions have done) given the relatively lesser depth of the Canadian pool and the conflicts that arise from the concentration of Canada’s financial services sector. Ultimately, the culture of the board and the company’s particular circumstances are key determinants in what type or level of risk management expertise to bring to the board.

Recruiting directors with backgrounds in financial services risk does bring certain challenges. Chief among these is the need for boards to gain a complete understanding of a prospect’s risk credentials and track record. Boards need to determine whether a prospect has resolved or rather contributed to a problem such as lax controls. Such due diligence becomes more challenging for boards looking outside Canada, where there is less familiarity with prospective directors and the risk cultures they led as executives.

Canadian financial institutions are exposed to international markets and their success is clearly influenced by events beyond Canada’s borders

International experience is becoming increasingly important for the boards of Canadian financial institutions. Some of these organizations have become significantly more international in scope and in operations. However, as markets become increasingly interconnected, even financial institutions that are wholly domestic are not immune to financial events unfolding internationally.

Some boards prioritize ‘on-the-ground’ experience in a particular geography when recruiting new directors. Regardless, every major financial sector board benefits from having insights into international market trends and the implications. Private sector boards in financial services generally have significantly more international depth, with more directors having direct, ‘on the ground’ experience in relevant markets and/or significant exposure to these through leading a global business. This is not the case for public sector financial services boards, even though many of them are increasingly international in their scope, operations, and investments, as with our large pension investment managers.

Private Sector Financial Public Sector Financial Institutions Institutions (n = 13) (n = 13)

Average: 1

Average: 5

Number of Directors with International Experience or Exposure

Only two of the public sector financial services boards have directors who do not reside in Canada (largely because of by-laws that preclude the possibility). The six other boards in the sector who have international experience appointed individuals who had previously held positions either abroad or with organizations operating internationally.

7


Boards of Canadian financial institutions are making progress in the appointment of women directors

Board diversity has become a key challenge for all boards and will remain so in the years to come. In terms of appointing more women directors, the boards of Canada’s financial services sector (private and public alike) have led the way. In 2012, women held 30% of all directorships on the boards of the 26 financial institutions we examined – roughly double the rate of women directors reported for Financial Post 500 companies.1

An even stronger indication of progress is that, over the last three years, women represented 40% of all incoming directors to the boards of financial institutions in both the private and public sectors. This is almost double the rate of women director appointments at CSSBI100 companies (Spencer Stuart's sample of leading Canadian publicly-traded companies with revenues $1 billion and higher) outside the sector over the same time period.

Canadian Financial CSSBI 100 Institution Boards (Excluding Financial Services) (n = 26)

Canadian Director Appointments by Gender (2010-2012)

40%

60%

23%

77%

Often, the women appointed had relevant sector and functional experience. Over the last three years, more than one-third (38%) of the women appointed to the boards of public sector financial institutions had prior C-level financial services sector experience; an even higher proportion (60%) appointed to the boards of private sector financial institutions had this experience.

If the current appointment rate of women to financial services boards is sustained, based on a potential 30% director turnover rate (i.e., considering mandatory retirements and other turnover) over the coming five years, the representation of women on the boards of Canadian financial institutions would reach nearly 40%. Furthermore, several of these boards would reach or even exceed gender parity within that time frame.

However, the story with visible diversity is entirely different: There were only 12 directors from visible minority groups out of a total of 328 directors across the 26 Canadian financial services boards that were analyzed. This represents another board building challenge for our large financial institutions, one in which additional director talent pools will need to be identified and tapped.

Women Men

1 2011CatalystCensus:FinancialPost500WomenBoardDirectors (www.catalyst.org).

8


Financial services board building is a unique balancing act

Board building for financial institutions is a significant, ongoing endeavor, both in complexity and importance. It requires a careful balancing of a board’s functional, industry and geographic requirements with the interests and agendas of a broad range of shareholders and stakeholders (e.g., beneficiaries, customers, depositors, regulators).

We have seen significant progress over the last decade in the way boards of leading Canadian financial institutions approach board succession planning and director recruitment. It remains a delicate process which requires both recognizing the legacy cultures of these boards and the need for board members who are able to deal with the increasing complexity of the financial sector.

Bank of Montreal

Bank of Nova Scotia

Canadian Imperial Bank of Commerce

Canadian Western Bank

Great-West Life Co.

Industrial Alliance Insurance and Financial Services Inc.

Intact Financial Corporation

Laurentian Bank

Manulife Financial Corporation

National Bank of Canada

Royal Bank of Canada

Sun Life Financial Inc.

Toronto-Dominion Bank

Private Sector Financial Institutions

Alberta Investment Management Corporation

British Columbia Investment Management Corporation

Business Development Bank of Canada

Caisse de dépôt et placement du Québec

Canada Deposit Insurance Corporation

Canada Mortgage and Housing Corporation

Canada Pension Plan Investment Board

Export Development Canada

Farm Credit Canada

Healthcare of Ontario Pension Plan

OMERS Administration Corporation

Ontario Teachers’ Pension Plan

Public Sector Pension Investment Board

Public Sector Financial Institutions

Canadian Financial Institution Boards Analyzed in the Spencer Stuart Study

9

Board Composition

2012 CSSBI 100

10

board composition

direCTor appoinTmenT TrendS

Boards in continual renewal

> The signs of ongoing board renewal are reflected in the number of CSSBI100 boards that appointed multiple directors in a single year.

> Several boards have been ‘right-skilling,’ replacing retiring directors with new ones with specific functional experience and relevant market knowledge (e.g. knowledge of Asian markets). The restructuring of several companies also resulted in wholesale changes at the board level.

> As many as 19 CSSBI100 boards (or almost one in every five boards) turned over at least half of their directors in the last six years, well above the average CSSBI100 turnover rate of 37% over the same period.

2012 Board CompoSiTion highlighTS

> CSSBI100 boards appointed 78 new directors in 20122, which is below the average of 84 appointments for the previous five years.

> Women accounted for nearly one-third (32%) of all incoming directors to CSSBI100 boards in 2012 – a second consecutive high point and the first time (in the CSSBI) that women director appointments exceeded 30% in a single year.

> First-time public company directors accounted for nearly one-third (30%) of all incoming directors to CSSBI100 boards in 2012, holding at that level for the second consecutive year.

> In 2012, there was a large increase in the number of directors with investing and Chief Financial Officer (CFO) backgrounds that were appointed by CSSBI100 boards.

2 Directors appointed to CSSBI100 boards from December 2011 through to the end of November 2012.

2007 2008 2009 2010 2011 2012

4

12

2

4

14

45

4

1412

2 Directors 4+ Directors3 Directors

CSSBI 100 Boards that Appointed Multiple Directors in a Single Year (2007-2012)

18 18

22

181

16

20

43

15

191

11

board composition

3 Directors with experience within the industry (or an allied sector) of the company making the appointment.4 Directors with either relevant financial experience (e.g. CFOs; treasurers; retired accounting/audit firm partners; bankers) or professional credentials (e.g. Chartered Accountants).5 Directors who were not resident in Canada.6 Individuals without prior publicly-traded company board experience.7 Category excludes CEOs; includes other C-Level roles such as Chief Operating Officers, divisional Presidents, CFOs.

Backgrounds of Independent Directors Appointed to CSSBI 100 Boards (2002-2012)

CEO Backgrounds 45% 54% 61% 57% 46% 55% 49% 44% 49% 42% 43%

Industry Experts3 52% 37% 32% 36% 39% 55% 33% 64% 49% 43% 42%

Financial Backgrounds4 38% 53% 36% 41% 37% 40% 47% 47% 39% 58% 40%

Women Directors 18% 12% 12% 10% 20% 17% 26% 13% 20% 29% 32%

International Directors5 33% 22% 28% 27% 24% 28% 18% 26% 40% 33% 31%

First-Time Directors6 13% 15% 17% 11% 25% 23% 23% 24% 21% 31% 30%

Active C-Level Executives7 17% 11% 17% 9% 13% 11% 26% 19% 19% 21% 11%

Directors with CEO experience challenging to recruit

> The appointment of directors with CEO experience has been on a slight downward trend in recent years. The situation likely has more to do with the lack of supply and the difficulties boards experience in landing CEOs.

> Fulfilling the desire for CEOs in the future will continue to be somewhat challenging given the selectiveness of active CEOs (or the restrictions being put on them by their companies) regarding outside board service, and the limited capacity of the retired ones to take on additional board commitments.

2007-2009 2010-2012

Appointments of Directors with CEO Experience to CSSBI 100 Boards(Three-year averages; proportion of all CSSBI 100 director appointments)

49%45%

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012

hiSToriCal revieW oF direCTorS appoinTed To The BoardS oF leading Canadian CompanieS

12

board composition

Boards continue to seek relevant industry experience

> As in 2011, a large portion (42%) new director appointments to CSSBI100 boards were industry experts.

> Over the past six years, such appointments have been fairly stable at roughly one in every two appointments.

2007-2009 2010-2012

Appointments of Industry Experts to CSSBI 100 Boards (Three-year averages; proportion of all CSSBI 100 director appointments)

51%45%

0 Directors 1 Director 2 Directors 3+ Directors

1997 CSSBI 100 2012 CSSBI 100

33%

12%21%

Number of Industry Experts on CSSBI 100 Boards (1997 versus 2012)

34%

79%

13%7%

1%

Big change in board composition, significantly more industry experts

> Boards of leading Canadian companies have clearly made relevant industry experience a priority. In 1997, most CSSBI100 boards (67%) had little or no relevant industry depth. Just over one-third (34%) lacked any directors with relevant industry experience and an additional third of CSSBI100 boards had only one director with such experience.

> In 2012, the vast majority of CSSBI100 boards (79%) had three or more directors (excluding the CEO and management directors) with relevant industry experience, compared to just over 10% in 1997.

> While many boards deepened their collective experience within their company’s sector, several boards filled gaps as part of ongoing board succession planning.

13

board composition

Directors with financial backgrounds highly desired despite decline in 2012

> Directors with financial backgrounds decreased from nearly 60% in 2011 to 40% of all incoming directors to CSSBI100 boards in 2012. The rate in 2012 was closer to the average for the past six years.

> Directors with financial backgrounds still represented a large proportion of annual director appointments. This is indicative of the financial skills required by CSSBI100 boards to deal with challenging market conditions and to meet stringent financial oversight requirements.

Average: 45%

2007 2008 2009 2010 2011 2012

40%

47% 47%

39%

Appointments of Directors with Financial Backgrounds to CSSBI 100 Boards (2007-2012)

58%

40%

8 Includes active and retired CFOs.

Investment Managers and CFOs topped the financial table in 2012, retired audit firm partners also in higher demand

> CSSBI100 boards have been appointing directors with a wide range of financial backgrounds to address matters such as audit, financial strategy, mergers and acquisitions, and risk.

> In 2012, there was a large increase in the number of directors with investing and CFO backgrounds who were appointed by CSSBI100 boards. The majority of directors with investing backgrounds brought relevant functional experience, as opposed to being a representative of a major shareholder. All but one of the CFOs were retired.

> Appointments of audit firm partners (all retired) were almost three times higher than in 2011. At nearly one-third (29%), they exceeded the previous high point of 22% set in 2006 for the category.

> Banking executives (mostly retired) with capital markets, finance and deal structuring knowledge continued to rank highly among CSSBI100 director appointments.

Appointments of Directors with Financial Backgrounds to CSSBI 100 Boards (2002-2012)

Investment Managers/Investors 26% 7% 20% 8% 11% 19% 28% 22% 24% 17% 39%

Chief Financial Officers8 13% 22% 15% 16% 17% 19% 21% 13% 15% 15% 32%

Audit Firm Partners 9% 18% 15% 11% 22% 6% 10% 15% 6% 9% 29%

Bankers/Investment Bankers 13% 20% 40% 26% 17% 13% 17% 25% 24% 30% 29%

39% 33% 10% 39% 33% 42% 24% 25% 39% 28% 10%

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012

Other executives with financial experience

14

board composition

Women director appointments on the rise, reached another high in 2012

> Women accounted for nearly one-third (32%) of all incoming directors to CSSBI100 boards in 2012 – a second consecutive high point and the first time (in the CSSBI) that women director appointments exceeded 30% in a single year.

> Women appointments increased in each of the last three years, as reflected in the higher three-year trend.

> Over the past three years, the appointments of women directors were almost evenly divided between the boards of the smaller and larger CSSBI100 companies. Also, almost half of these women (42%) were first time public company directors and a large portion were non-Canadian residents.

2007-2009 2010-2012

Appointments of Women Directors to CSSBI 100 Boards (Three-year averages; proportion of all CSSBI 100 director appointments)

19%

27%

Recruitment of non-Canadian women declined in 2012

> In 2012, the number of women directors residing outside of Canada (for the most part residents of the U.S.) decreased to 28% of all women appointed to CSSBI100 boards, closer to the average for the last six years. This was the first decrease after two consecutive annual increases, as CSSBI100 boards recruited more women from within the domestic Canadian pool in 2012.

> A majority (57%) of the women recruited ‘cross border’ had relevant sector experience, while the rest could be described as functional experts.

2007 2008 2009 2010 2011 2012

24%

25%

16%

Women Directors Recruited From Outside Canada to CSSBI 100 Boards (2007-2012)(as a proportion of all women director recruits)

28%

35% 36%

Average: 27%

15

board composition

Canadian utilities and financial services boards nearing gender appointment parity

> In the last three years, almost one in every two directors appointed by the boards of CSSBI100 utilities and financial services companies were women. The rates were well above the overall averages for the CSSBI100 and comparable U.S. firms and also the consumer sector, which we would have expected to be higher on both sides of the border.

> Women appointment rates in Canada, by sector, were skewed at the upper and lower ends of the range, whereas the U.S. had less variation.

Utilities Financial Consumer Technology, Metals & Transportation Paper & Forest Oil & Industrial Services Communications Mining Products Gas Media

22% 20%

Women Appointment Rates by Industry: Canada-U.S. Comparison (2010-2012)

17%

11%7%

24%

18%

26%24%

17%

CSSBI 100 Comparable U.S.

46%

15%

40%

23%

29%26% 26%

22%

CSSBI 100 Average: 27%

Comparable U.S. Average: 23%

Despite increases in appointments, overall representation for women remained the same

> Despite the recent increases in women director appointments by CSSBI100 boards, gains in the overall proportion of women directors have been small, following the same track as comparable U.S. boards.

> In 2012, not a single CSSBI100 board reached gender parity – the closest board reached 43% of women. Among comparable U.S. boards, one board reached full gender parity and four others were one woman short.

> There continued to be a higher proportion of women serving on the boards of the larger CSSBI100 companies. In 2012, 18% of the boards of the larger CSSBI100 companies were comprised of women, three percentage points more than the boards of the smaller ones. The differences were similar for the boards of the comparable sets of U.S. firms.

16

board composition

More boards with three plus women, fewer all-male boards

> Since 2006, there has been a noticeable increase in the number of CSSBI100 boards with multiple women directors.

> There were almost double the number of CSSBI100 boards with three or more women directors (26 in 2012 versus 15 in 2006).

> The number of CSSBI100 boards with four or more women directors has also tripled between 2006 and 2012.

> The number of all-male CSSBI100 boards (12 in 2012) decreased slightly compared to 2006.

12%

3 4+0 1

2000 2006 2012

36%

34%

15%

11%

12%

31%

29%

CSSBI 100 Boards with Multiple Women Directors

4%

31%

4%

5%

2

14%

36%

26%

Number of Women Per Board

17%

17%

2005 2006 2007 2008 2009 2010 2011 2012

CSSBI 100 (n=72) Comparable U.S. (n=274)

15% 15% 15%

13%

14%

15%

18%

17%

16%

15%

14%

13%

12%

16%

16%

Women as a % of All Directors in the Constant Set of Companies: Canada-U.S. Comparison (2005-2012)

16%

16%

17%

14%

13%

17%

17

board composition

More women in chair roles

> Women have made some recent gains in assuming board leadership roles on CSSBI100 boards.

> The largest increases since 2008 occurred in the number of women who were appointed to board chair, vice chair or lead director positions and human resources & compensation committee chair roles.

Board Chair/ Human Resources & Environment, Nominating & Audit & Risk Total Vice Chair/ Compensation Health & Safety Governance Committee Lead Director Committee Committee Committee

20122008

3

10

2004

03

10

27 54

812

59

13

6

30

49

17

Number of Women in Chair Roles9

9 Individual categories do not amount to total because of overlaps in chair responsibilities.

International director appointments down to average levels

> International director appointments (i.e. directors residing outside of Canada) decreased slightly from 33% in 2011 to 31% of all newly appointed directors to CSSBI100 boards in 2012 - the second consecutive decline since reaching a high of 40% in 2010.

> Boards have still been fulfilling a range of their requirements (e.g. CEO experience plus relevant industry backgrounds) by going abroad, but not as much as in recent years.

> International directors comprised about one-fifth (22%) of all CSSBI100 directorships in 2012, which translated to an average of two international directors per board.

> U.S. residents represented the vast majority (76%) of all international directors on CSSBI100 boards.

2007 2008 2009 2010 2011 2012

28%

18%26%

40%

Appointments of International Directors to CSSBI 100 Boards (2007-2012)

33%

31%Average: 29%

18

board composition

U.S. 76% Asia 5%

U.K. 6%ContinentalEurope 7%

Latin America/

Carribean 3%

Australia/New Zealand 2%

Middle East 1%

loCaTionS oF inTernaTional direCTorS Serving on CSSBI 100 BoardS

First-time director appointments holding up

> First-time, public company directors accounted for nearly one-third (30%) of all incoming directors to CSSBI100 boards in 2012. It was the second consecutive year in which the director appointments in this category reached at least the 30% mark.

> Prior board experience is still highly valued, but there are limits to the Canadian pool of experienced board directors. With boards seeking specific functional and industry experience, many showed continued flexibility regarding prospects lacking public company board experience.

> Ensuring effective on-boarding, assimilation and appropriate director education will continue to be necessary parts of board succession planning; ultimately, chair mentorship and the influence of other seasoned directors will be key to the ongoing development and success of these directors.

2007-2009 2010-2012

Appointments of First-Time Directors to CSSBI 100 Boards (Three-year averages; proportion of all CSSBI 100 director appointments)

23%

27%

19

board composition

2007-2009 2010-2012

Appointments of Active C-Level (Non-CEO) Executives to CSSBI 100 Boards (Three-year averages; proportion of all CSSBI 100 director appointments)

19%17%

Steady demand for active C-Level recruits

> The recruitment of active C-level (non-CEO) executives has remained steady at close to 20% of incoming directors to CSSBI100 boards.

> Boards of leading Canadian companies have recognized the potential of this next generation pool of directors and their interest is reflected in the data.

> The pool of active C-Level recruits has also increased because more companies are permitting and encouraging their senior-level executives (especially CEO succession prospects) to serve on outside boards.

Total CSSBI 100 Over $5 Billion $1 - $5 Billion

26

11

15

Number of CSSBI 100 Board Chair Transitions (2010-2012)

Board Chair TranSiTionS

Uptick in board chair turnover, preference for internal successors

> At the board leadership level, 26% of CSSBI100 boards selected a new board chair in the last three years. There were 11 board chair transitions in 2012, slightly higher than in 2011 and 2010 (8 and 7 respectively). The changes were highest amongst the smaller CSSBI100 companies.

> Nearly all of the new board chairs were internal successors, an indication that CSSBI100 boards emphasize company knowledge and board continuity.

20

board composition

SeparaTing Board Chair and ChieF eXeCuTive oFFiCer roleS

Separate board chair and CEO roles entrenched in Canada, slow adoption in the U.S.

> A significant majority (85%) of CSSBI100 companies separated the role of board chair and CEO, consistent with governance practices in the Australia, Continental Europe and the United Kingdom.

> In the U.S., by contrast, only 42% of comparable firms followed the practice; after a steady increase from 2004-2008, the growth in the number of U.S. firms splitting the role has increased only marginally.

39%

83%

2004 2005 2006 2007 2008 2009 2010 2011 2012

28%

81%

CSSBI100 Comparable U.S.

31% 34% 36%

80% 79% 79%

100%90%80%70%60%50%40%30%20%10%0%

39%

87%

Separate Board Chair and CEO Roles: Canada-U.S Comparison (2004-2012)

85%

40%

85%

41%

85%

42%

Separate but not necessarily independent board chairs

> While the vast majority of CSSBI100 companies separated the board chair and CEO roles in 2012, many board chairs (40%) were non-independent. In the U.S., by comparison, 72% of the 184 separate U.S. board chairs were considered non-independent.

> Notably, 28% of the separate chairs in the CSSBI100 were either the company’s founder or a past CEO or senior executive of the company.

Backgrounds and Experience of CSSBI 100 Board Chairs

71%

55%60%

Prior Large Company Prior Large Company Experience in the Founder/Prior CEO CEO Experience Board Chair Company's Industry of Company/Past Experience Senior Executive of Company

28%

21

board composition

Board SiZe

Small differences in the size of Canadian versus U.S. boards

> Overall, CSSBI100 boards were one director smaller than comparable U.S. boards; however, the boards of the larger CSSBI100 companies were slightly larger than their U.S. comparables.

2012 CSSBI 100

Comparable U.S.

Over $5 billion, 13

Over $5 billion, 12

$1 - $5 billion, 10

$1 - $5 billion, 10

Overall, 11

Median Board Size: 2012 Canada-U.S. Comparison

Overall, 12

CSSBI 100 1997 2004 2012

Up to 5 0% 1% 0%

6 to 10 20% 33% 46%

11 to 15 67% 57% 47%

16 and Over 13% 9% 7%

Board Size Distribution

Boards have slimmed down

> Over the years, there has been a noticeable shift toward smaller boards, specifically those in the six to 10 director range. The number of CSSBI100 boards with 11 or more directors continued to decline.

> The largest CSSBI100 boards were financial institutions (e.g. banks) and family-contolled companies.

22

board composition

Board and CommiTTee independenCe

Board independence has topped out

> Eighty-one % of CSSBI100 directors were independent,10 just under the level of comparable U.S. firms (84%). The proportion of independent directors on the boards of CSSBI100 companies has remained much the same for the past six years, suggesting little likelihood of further increases.

> CSSBI100 boards had an average of two non-independent directors per board. Aside from the current CEOs of CSSBI100 companies, the other non-independent directors tended to be former executives of the company and family members.

Committee independence increased, key committees almost fully independent

> Since 1997, the focal committees of CSSBI100 boards have become virtually independent.11

> Nominating & governance committee independence has increased the most. There has also been a significant increase in the independence of the human resources & compensation committee. The latter is a reflection of the need for an independent process in determining executive pay.

2004 2012

1997

73%

95% 100%

42%

81%

97%

63%

88%98%

Audit Nominating & Human Resources & Governance Compensation

Committee Independence of CSSBI 100 Boards

10 As defined by Canadian Securities Administration (“CSA”) Multilateral Instrument 52-110, Part 1.4.11 In accordance with CSA, Multilateral Instrument 52-110, Part 3.1.

23

Board Compensation

2012 CSSBI 100

24

board compensation

2012 Board CompenSaTion highlighTS

> The median annual director retainer at CSSBI100 companies (including equity) reached $120,000 in 2012, an increase of 9% over the prior year.

> Annual director retainers at CSSBI100 companies have been growing at a slower rate over the last 5 years than at comparable U.S. firms (10% versus 13% on a compounded annual basis).

> The number of CSSBI100 boards offering higher, differential retainers to the chairs of their human resources & compensation committees more than doubled in 2012.

CSSBI 100 Board Compensation in 2012*

Total Director Compensation $154,500

Director Retainer (Including Equity) $120,000

Director Equity Grant $60,000

Total Board Chair Compensation (Including Equity) $330,000

Board Chair Equity Grant $90,000

Additional Compensation to Lead Directors $30,000

Committee Chair Retainer $12,000

Audit Committee Retainer $20,000

Committee Member Retainer (where applicable) $4,500

Board and Committee Meeting Fee $1,500

* All figures are presented as median values.

Year in Review

25

board compensation

ToTal direCTor CompenSaTion

Canadian director compensation still well below U.S.

> Median total non-executive director compensation12 for the CSSBI100 in 2012 was $154,250, or $66,500 (30%) less than that paid by comparable U.S. firms.

> Equity represented a relatively higher proportion of the overall director compensation mix offered by comparable U.S. boards. There was much less of a gap in cash portions between the large CSSBI100 and comparable U.S. firms.

> Of note, almost 20% of the comparable U.S. firms granted two, concurrent forms of equity compensation: stock options, in addition to DSUs or RSUs and/or common shares.

> Unlike the comparable sets of CSSBI100 companies, there was a relatively small difference between the larger and smaller sets of the comparable U.S. firms; interestingly, the smaller U.S. firms offered compensation that was markedly higher than even the larger CSSBI100 companies.

12 Median of total compensation paid to each non-executive director (excluding board chairs), as disclosed in each CSSBI100 company’s Information Circular.

83% of CSSBI100 boards required their directors to receive some form of equity (mostly in the form of common shares and or DSU/RSUs).

62 CSSBI100 companies granted equity with a pre-set dollar value (e.g. $20,000 in DSUs).

21 CSSBI100companies granted share units valued at market (e.g. 2000 common shares issued on a particular day).

7 CSSBI100 companies granted stock options to directors; the fair market value of the options ranged from an estimated $26,000 to $105,000.

17% of CSSBI100 boards did not require their directors to receive at least a portion of their compensation in equity.

At a GlanceEquity Compensation Practices of CSSBI 100 Boards

Total Comparable CSSBI Comparable CSSBI Comparable CSSBI U.S. 100 U.S. 100 U.S. 100 (n=434) (n=48) (n=283) (n=52) (n=151)

Cash

$1 - $5 billionOverall

58%

42%

50%

50%

61%

39%

53%

Over $5 billion

50%

50%

50%

50%47%

Equity

$154,500

US$237,500US$221,000

$185,000

$121,500

US$198,500

Median Total Director Compensation: 2012 Canada-U.S. Comparison

26

board compensation

Oil & Gas (n=9)

Metals & Mining (n=8)

Financial Services (n=14)

Utilities (n=6)

Transportation (n=8)

Technology, Communications & Media (n=15)

Industrial (n=17)

Consumer Products (n=18)

Paper & Forest Products (n=5)

47% 53%

$229,00037% 63%

$172,50055% 45%

$165,50056% 44%

$149,50059% 41%

$160,50062% 38%

$141,00057% 43%

$120,00064% 36%

$106,50048% 52%

Cash Equity

$226,500

2012 CSSBI 100 Industry Table: Median Total Director Compensation

ToTal direCTor CompenSaTion BY induSTrY

Oil & Gas and Metals & Mining companies had the highest director compensation

> CSSBI100 companies in the natural resources sector occupied the highest and lowest ends of the range for median total director compensation.

annual direCTor reTainerS

Annual director retainers were roughly equally balanced between cash and equity

> The median CSSBI100 director retainer in 2012 was $120,000, 45% of which came in the form of risk- based, equity compensation. The smaller CSSBI100 companies offered a higher proportion of cash (61% versus 50% for the larger CSSBI companies).

> Director retainers ranged from a low of $30,000 to a high of $316,000 per annum (including equity).

> The equity portion (as a percentage of the overall director retainer) ranged from a low of 14% to a high of 100% for the 83 CSSBI100 companies that required their directors to accept equity remuneration.

> In 2012, two CSSBI100 companies remunerated their directors entirely in equity and five other companies granted at least 80% of their annual director retainer in equity; there has been no change over the last four years in the number of CSSBI100 companies providing director retainers weighted that heavily in equity.

27

board compensation

The Range of 2012 CSSBI 100 Director Retainers (Including Equity)

$67,000 $120,000 $160,000 $316,000$30,000

25th Percentile 50th Percentile 75th Percentile 99th Percentile1st Percentile

Director retainers up nearly 10% in 2012, driven by equity

> The median director retainer (including equity) for the CSSBI100 rose by 9% between 2011 and 2012.

> In 2012, almost half (46%) of CSSBI100 companies increased their annual director retainers by an average of 24%. Increases in the equity portion of existing director compensation plans and newly- adopted share grant programmes at five companies, accounted for two-thirds of director retainer growth in 2012.

> Large CSSBI100 companies drove the retainer growth, while those at the smaller CSSBI100 boards were flat year to year.

2011 2012 2011 2012 2011 2012 Overall (n=93) Over $5 Billion (n=45) $1-$5 Billion (n=48)

Median Director Retainers for the Constant Set of 93 CSSBI 100 Companies (2011-2012)

$110,000$120,000

59%

41%

55%

45%

$140,000

60%

40%

$160,000

59%

41%

$80,000

54%

46%

$80,000

55%

45%

Cash Equity

28

board compensation

More retainers now in $150K+ range

> In 2012, over one-third of annual director retainers (including equity) were $150,000 and higher, or almost four times more than in 2005. There were also considerably more retainers in the $100,000 to $124,999 range compared to 2005.

35%

9%

21%18%

11%

18%

20122005

Under $50,000- $75,000- $100,000- $125,000- $150,000- $175,000- $200,000+ $50,000 $74,999 $99,999 $124,999 $149,999 $174,999 $199,999

12%

8%11% 12%

3%

13%

4%

9%

3%

The Distribution of CSSBI 100 Director Retainers (2005 versus 2012)

13%

Canadian director retainers growing at a slower rate compared to the U.S., difference is significant

> Director retainers (including equity) at CSSBI100 companies grew three percentage points less annually (on a compounded basis) compared to those of comparable U.S. firms.

> CSSBI100 director retainers would be almost $30,000 higher by 2012 had they increased at the same compounded annual growth rate as the U.S.

2007 2008 2009 2010 2011 2012

$80,000

US$180,000US$190,000

US$145,000US$150,000

Annual Director Retainer Growth: Canada-U.S. Comparison (2007-2012)

US$115,000US$140,000

ProjectedCSSBI 100DirectorRetainerswith a 13% CAGR

$102,000

$98,500$90,000

$90,500

$100,000

$115,500

$110,000

$130,500

$120,000

$147,500

CSSBI 100 (CAGR: 10%) Comparable U.S. (CAGR: 13%)

29

board compensation

meeTing FeeS and CommiTTee reTainerS

Flat fees more prevalent in the U.S., committee members retainers more common and less restrictive in Canada

> CSSBI100 companies continued to offer meeting fees more often than comparable U.S. firms which, in turn, offered their directors more flat, all-inclusive fees.13

> The use of committee member retainers was far more common and less restrictive (i.e. applicable to all committee members) amongst CSSBI100 companies. Amongst the 65% of CSSBI100 boards that gave extra retainers to committee members, nearly all such retainers applied to all standing committees of the board. Five additional companies provided retainers exclusively to audit committee members.

> While 24% of comparable U.S. firms offered committee member retainers, an additional 81 U.S. boards paid them exclusively to the members of the audit committee.

Board Committee Committee Committee Flat Fees Meeting Fees Meeting Fees Chair Member Retainer Retainer

2012 CSSBI 100 79% 77% 100% 65% 21%

Comparable U.S. 34% 35% 93% 24% 66%

Canadian and U.S. meeting fees and committee retainers were on par

> Median meeting fees and committee chair retainers were the same at the larger and smaller CSSBI 100 boards in 2012. Larger CSSBI100 boards still tended to give higher ($2,000 more) committee member retainers, but the spread that typically existed between the two groups when it came to committee chair retainers has been eliminated.

> Overall, meeting fees and committee retainers were close to those of comparable U.S. firms. While CSSBI100 boards tended to offer uniform board and committee meeting fees (respectively, $1,500 per meeting), comparable U.S. boards (where applicable) offered higher amounts for board meeting fees ($500 more on a median basis).

13 Inclusive of board and committee meeting fees.

30

board compensation

Audit committee members often paid more

> Just over half of the CSSBI100 companies that offered committee member retainers in 2012 (36 of 65) paid a significantly higher amount to the members of their audit committees. Since 2005, 15 more CSSBI 100 companies adopted such a practice.

> The median audit committee member retainer for the applicable CSSBI100 companies was $6,000, or $1,500 more than that paid to other committee members.14

> In the U.S., by comparison, out of the 24% of comparable firms (106 out of 434) that offered a retainer to all committee members, 79% (84 of 106) provided a relatively higher audit member retainer. The median audit committee member retainer at those 84 comparable U.S. firms was US$14,000, or US$6,000 more than other committee members.

Committee Meeting Fees

CSSBI Comparable CSSBI Comparable CSSBI Comparable 100 U.S. 100 U.S. 100 U.S. (n=434) (n=48) (n=283) (n=52) (n=151)

Board Meeting Fees


$4,500

$1,500

$12,000

US$8,000

US$2,000

US$10,000

$1,500 US$1,500

$3,000

$1,500

$12,000

Over $5 billion

$5,000

$1,500

$12,000

US$8,000

US$10,000

$1,500 US$1,500

US$2,000$1,500

Committee Member RetainerCommittee Chair Retainer

Median Meeting Fees and Committee Retainers:2012 Canada-U.S. Comparison

US$8,000

US$10,000

US$1,500

US$2,000

14 This amount does not include the five CSSBI100 boards that gave committee member retainers exclusively to members of the audit committee.

31

board compensation

FlaT FeeS For direCTorS

Flat, all-inclusive fees for Canadian directors unchanged

> For the applicable CSSBI100 companies, the median flat fee was $185,000 (including equity).

> The number of CSSBI100 boards that remunerated their directors with a flat fee has remained the same for the past five years. Almost one-quarter (23%) of CSSBI100 boards remunerated their directors with a flat fee in 2012.

> A majority (14 out of 23) of boards that offered flat fees were larger CSSBI100 companies. The boards that offered flat fees to directors held roughly the same number of board meetings as did the ones that did not. To reiterate, the practice is far more prevalent in the U.S., where two-thirds (66%) of the comparable U.S. firms offered flat fees to directors.

Flat fees lower in Canada, at risk compensation higher in U.S.

> When offered by CSSBI100 companies, flat fee compensation to directors was $35,000 (or 16%) less than that paid by comparable U.S. firms.

> The comparable U.S. firms also gave their directors higher amounts of equity (many as much as 100% of the total package), and that is reflected in the difference seen in the mix offered by each set.

CSSBI 100 Comparable U.S. (n = 23) (n = 285)

38%

62%

61%

39%

US$220,000

$185,000

Flat Fee Director Compensation: 2012 Canada-U.S. Compensation

Cash Equity

• Agnico-Eagle Mines• Air Canada• Barrick Gold Corporation• BCE • Brookfield Asset Management • CAE • Domtar Corporation• Enbridge • Fairfax Financial Holdings • Husky Energy • Kinross Gold Corporation • Manitoba Telecom Services

• National Bank of Canada• Potash Corporation of Saskatchewan • Research in Motion • Resolute Forest Products• Royal Bank of Canada• Shoppers Drug Mart Corporation• Toronto-Dominion Bank• Valeant Pharmaceuticals International• Viterra• WestJet• Yellow Media

CSSBI 100 Boards that

Pay Flat Fees to Directors

32

board compensation

Board Chair CompenSaTion

Board chair compensation increased slightly in 2012

> Overall, median total board chair compensation (for applicable CSSBI100 board chairs) increased by 6% to $330,000 in 2012.15 The increase was above the 2% average growth for the last six years.

> In 2012, 16 CSSBI100 companies increased their board chair retainers by an average of $50,000.

15 Median of total compensation paid to CSSBI 100 board chairs as disclosed in each company’s Information Circulars.

Canadian-U.S. board chair compensation was closer than comparable director compensation

> The difference in median total board chair compensation for Canadian versus U.S. board chairs was significantly less than the gap between Canadian and U.S. directors; about $40,000 separated the Canadian and U.S. board chairs, while the spread (as shown on pg. 27) was close to $70,000 for the directors.

CSSBI Comparable CSSBI Comparable CSSBI Comparable 100 U.S. 100 U.S. 100 U.S. (n=75) (n=131) (n=41) (n=77) (n=34) (n=54)

Cash


76%

39%

61%

22%

78%

34%

66%

Over $5 billion

27%

73%

38%

62%

Equity

Median Total Board Chair Compensation: 2012 Canada-U.S. Comparison

$330,000US$370,000 $375,000

US$415,000

$262,500US$290,000

24%

2011 2012 2011 2012 2011 2012 CSSBI 100 Over $5 Billion $1 - $5 Billion (n=75) (n=41) (n=34)

19%

81%

27%

73%

24%

76%

$310,000

$367,000

$260,000

CSSBI 100 Median Total Board Chair Compensation (2011-2012)

27%

73%

$330,000

31%

69%

$375,000

22%

78%

$262,500

Cash Equity

33

board compensation

Flat fees for board chairs still the norm

> In 2012, over three-quarters (79%) of all CSSBI100 board chairs who were compensated for the role received a flat fee16 for their services; the number of boards who followed the more simplified remuneration practice was only marginally higher compared to 2011.

> Flat fees reflect the various dimensions of the work involved and, in this sense, can be thought of as a dedicated salary for the leader of the board. The role is demanding, requiring a significant time commitment.

75 board chairs were compensated for the role.

59 received a flat fee.

16 received a mix of retainers and meeting fees.

37 board chairs received equity grants that were about double the value of those given to non-executive directors.

At a Glance2012 CSSBI 100 Board Chair Compensation Practices

16 Flat fees included board and committee meeting fees.

Over $5 Billion$1-5 Billion

Flat Fee Compensation for CSSBI 100 Board Chairs in 2012 (n=59)

25

Over $5 Billion$1-5 Billion

Non-Flat Fee Compensation for CSSBI 100 Board Chairs in 2012 (n=16)

7

934

34

board compensation

Flat versus non-flat board chair fees similar, differences in the cash-equity mix

> Overall, median board chair compensation via flat fees was slightly higher, but there were large differences in the mix of cash and equity that was granted.

> Many of the flat fee packages were offered entirely in cash, resulting in a significantly lower equity portion compared to the non-flat fee group.

lead direCTor CompenSaTion

Lead directors earned extra, additional compensation varied widely

> Thirty-four CSSBI100 companies had lead directors in 2012. Every lead director received additional compensation (either an extra retainer or a larger equity grant) for serving in this board leadership role.

> The value of this extra amount ranged from $8,000 to $200,000.

CommiTTee Chair CompenSaTion

Committee chair retainers generally flat, recent uptick for human resources & compensation committee chairs

> Overall, committee chair retainers have been generally flat since 2008 (in the constant set of CSSBI100 companies).

> Median audit committee chair retainers continued to be significantly higher overall, but the gap narrowed as more CSSBI100 boards started to pay higher, differential retainers to their human resources & compensation committee chairs.

Flat Fee Non-Flat Fee (n=59) (n=16)

42%

58%

24%

76%

$340,000 $336,000

Cash Equity

2012 CSSBI 100 Median Total Board Chair Compensation

35

board compensation

Big jump in Canadian boards paying more to human resources & compensation committee chairs

> The number of CSSBI100 boards offering higher, differential retainers to the chairs of their human resources & compensation committee chairs more than doubled in one year. In 2012, 29 CSSBI100 boards followed the pay practice, while 13 did in 2011; the difference was a median of $5,000 extra compared to all other committees (excluding audit) or $17,000 in total remuneration for the boards that followed the pay practice.

> This practice was more common amongst comparable U.S. firms, where about half (187 of 402) of applicable firms provided their human resources & compensation committee chairs with a higher differential retainer (US$5,000 more, on a median basis).

> The higher retainers reflect the added work, complexity and risk associated with the development and validation of CEO and senior management compensation plans at CSSBI100 companies, and follows the same practice that has been applied, almost universally in the CSSBI100, for audit committee chairs.

8%

26%

51%

74%

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012

70%78%

85% 86%

CSSBI 100 Boards Offering Higher Retainers to Audit Committee and HRCC Chairs

86% 90% 92%

29%

13%9%9%7%5%

Audit Committee Chairs Human Resources & Compensation Committee Chairs

$20,000

$15,000

$10,000

$5,000

$0

2006 2007 2008 2009 2010 2011 2012

$15,000

$7,500 $7,750$9,750

$16,000

$20,000

$10,000

$20,000

Median Committee Chair Retainers in the Constant Group of 73 CSSBI 100 companies (2006-2012)

$20,000

$10,000

$20,000

$12,000

$20,000

$12,000$7,500 $7,750$9,750 $10,000 $10,000

$12,000$14,000

Audit Committee Chairs Committee Chairs OverallHuman Resources & Compensation Committee Chairs

36

board compensation

Canadian and U.S. audit committee and human resources & compensation committee chair retainers nearly at par

> Overall, median audit committee and human resources & compensation committee chair retainers for the CSSBI100 and comparable U.S. companies were roughly the same.

Audit Human Resources & Committee Compensation Committee Chairs Chairs

Comparable U.S.CSSBI 100

$14,000 US$15,000

$20,000 US$20,000

Median Committee Chair Retainers: 2012 Canada-U.S. Comparison

Travel alloWanCeS

Additional travel allowances given conditionally

> Over two-thirds (69%) of CSSBI100 companies disclosed that they provided supplemental travel fees to their directors.17

> Forty-one of those CSSBI100 companies provided the terms and dollar amounts related to their travel policies. The vast majority of companies offered travel allowances conditionally (e.g. only granted to non-Canadian resident directors; when meetings were held outside the province or state of the director’s residence; or when travel exceeded a certain distance or time).

> The supplemental fees ranged from $500 to $5,000 on a per meeting basis to annual total payments that ranged from $10,000 to $35,000. As would be expected, the higher amounts were applied to lengthy (intercontinental) round trips and directors living outside of Canada.

> These allowances were consistent with those offered in previous years.

17 Based on the 89 CSSBI100 companies that disclosed details of their travel reimbursement policies in their Information Circulars.

37

Board Organization, Process and Policies

2012 CSSBI 100

38

board organization, process and policies

2012 Board organiZaTion, proCeSS and poliCieS highlighTS

> Separate, standing risk management committees were uncommon in both Canada and the U.S.

> One-third of CSSBI100 boards used a combined peer and self assessment process to evaluate their directors in 2012, a modest increase over the previous year.

> Formal assessments of individual directors were three times higher amongst CSSBI100 boards versus the comparable set of U.S. firms in 2012.

> Almost two-thirds (59%) of CSSBI100 companies voluntarily agreed to stage a ‘say on pay’ vote, more than triple the number in 2009.

Board CommiTTeeS

Number of standing committees unchanged

> Comparable U.S. firms have a wider distribution of committees than do CSSBI100 boards.

Number of Standing Committees per Board

CSSBI 100Median: 4

Comparable U.S. Median: 4(n=434)

23%

48%

16%

5%2%

2 3 4 5 6 7+

32% 33%

21%

11%

2%

2 3 4 5 6 7+

6%1%

Standing Committees of the Board: 2012 Canada-U.S. Comparison

39


Separate Risk committees still uncommon on both sides of the border

> Despite the heightened concerns around risk, separate, standing risk management committees were uncommon in both Canada and the U.S. Seven out of the nine CSSBI100 companies that had them were financial institutions; by contrast, among the comparable U.S. firms with separate risk management committees, just under one-third (or 10 of 31) were not financial institutions.

> In Canada and the U.S., risk management issues were most commonly handled by the board's audit committee. A smaller number of boards assigned risk management to the conduct, governance and social responsibility committees.

Committee 2012 CSSBI 100 Comparable U.S.

Audit 100% 100%

Nominating & Governance 99% 99%

Human Resources & Compensation 98% 100%

Environment, Health & Safety 40% 7%

Pension/Investment 17% 3%

Executive 14% 35%

Risk Management 9% 8%

Finance 13% 33%

Conduct Review 8% 0%

Social Responsibility/Public Policy 5% 12%

Strategy/Planning 4% 3%

Committee Distribution

Board and CommiTTee meeTingS

Canadian boards continued to meet more frequently than their U.S. counterparts

> Overall, CSSBI100 boards met an average of nine times in 2011 (the most recent year for disclosure), one more meeting than the comparable U.S. firms. The Canadian average has remained consistent over the past five years.

> For CSSBI100 boards, the number of board meetings ranged from four to 20; for the comparable U.S. firms, board meetings ranged from one to 26. The companies at the high end of the range tended to be involved in complex mergers, acquisitions and/or restructurings, requiring the scheduling of extra board meetings.

> CSSBI100 companies held comparably more meetings in the eight to nine and 10 to 13 range, while U.S. boards held comparably more meetings in the two to five range. The differences have remained consistent over the past two years.

40


CSSBI 100 Comparable U.S Average: 9 Average: 8 (n=434)

Number of Board Meetings Held in 2011

8%

25%29%

26%

12%

2-5 6-7 8-9 10-13 14+

21%

30%

22%20%

8%

2-5 6-7 8-9 10-13 14+

Number of Board Meetings: 2011 Canada-U.S. Comparison

…but Canadian committees held fewer meetings, heavier scrutiny south of the border a factor

> Overall, CSSBI100 board committees tended to meet less often (two meetings less on average) than those of comparable U.S firms.

> The largest difference was seen in the higher number of audit committee meetings held by comparable U.S. boards (consistently an average of three more meetings per year).

> By comparison, U.S. boards have faced more heightened scrutiny and regulation, likely translating into a higher number of meetings for their core committees.

CSSBI 100 Comparable U.S. CSSBI 100 Comparable U.S. 2005 2005 2011 2011

4

7

5

5

6

5

5

6

4

6

10 9

Audit Committee

Nominating & Governance CommitteeHuman Resources & Compensation Committee

Committee Meetings: Canada-U.S. Comparison (2005 versus 2011)

41


direCTor aTTendanCe

Near perfect attendance at board and committee meetings

> Average individual attendance (either in person or via teleconference) at CSSBI100 boards and committee meetings in 2011 was nearly perfect.

Board Audit Nominating & Human Resources & Meetings Committee Governance Compensation Meetings Committee Committee Meetings Meetings

97% 97%

Average CSSBI 100 Director Attendance in 2011

97%97%

Board perFormanCe evaluaTionS

Boards striving for better performance through evaluations

> Every CSSBI100 board evaluated the performance of their individual directors, committees and the board overall.

> Thirty % of CSSBI100 companies disclosed a formal evaluation process for their committee chairs, in addition to the director evaluation.

> Fifty-two % of CSSBI100 companies disclosed that they had a formal evaluation process for the board chair. The most common method of assessment was a self-evaluation survey or questionnaire. A sizable number (19%) of companies supplemented this with a peer review.

20082007

86%98%

89%

Individual Board Entire Directors Committees Board

2012

Performance Evaluations at CSSBI 100 Companies (2006-2012)

100%

97% 93%

2006

100%100%

42


Peer and self assessments common for directors, board chairs often involved

> Based on company disclosure, peer and self assessment were the most common method of assessing director performance, with the vast majority (85%) of CSSBI100 companies applying the methods in some form.

> One-third of CSSBI100 companies used a combined peer and self assessment process in 2012, a modest increase over the previous year.

> One-third of director evaluations (excluding the small number of director evaluations that were based only on a meeting with the board chair) were supplemented by a one-on-one review with the board chair.

30%33%

2%

22%

Only Only Peer Survey/ Only Undisclosed Peer Self and Self Questionnaire Meeting with Review Evaluation Evaluation Board Chair

19%

Methods Used to Evaluate the Performance of CSSBI 100 Directors in 2012

1%

36% supplemented by one-on-one review with the board chair

Canadian boards still ahead of the U.S. on director assessments

> While full board evaluations have been fully embraced on both sides of the border, formal assessments of individual directors (based on company disclosures) were three times higher amongst CSSBI100 boards versus the comparable set of U.S. firms in 2012.

> The presence of a separate board chair to monitor and encourage the performance of directors (independent of management) is a possible reason for the difference.

Full Board Committees Individual Directors

100%

36%

100%

82%

100% 100%

Board, Committee and Director Assessments: 2012 Canada-U.S. Comparison

Comparable U.S.CSSBI 100

43


ConTinuing direCTor eduCaTion

Boards committed to director education, site visits way up

> All CSSBI100 companies reported that they offered some form of continuing education to directors in the past year. Boards relied mostly on senior management and external experts to enhance their directors’ understanding of the company’s industry.

> Over half (53%) of CSSBI100 companies reported having site visits as part of ongoing director education, a significant increase over the 11% reported in 2011. This large increase may be attributed to improved disclosure.

Seminars led by Site Seminars led by Board-led Other management Visits external experts seminars

Continuing Education for CSSBI 100 Directors in 2012

14% 10%

50%

90%

53%

Boards becoming more transparent on continuing education

> In 2012, CSSBI100 companies started to provide enhanced disclosure regarding the education programs offered to their directors.

> Companies are now disclosing the specifics of continuing education programmes for directors, including who led the seminars (e.g. management, external experts, etc.), the topics of discussion, the individual directors (or committees) in attendance, as well as the dates and times of the actual sessions.

> CSSBI100 companies offered seminars on a broad range of topics. Industry-specific sessions dominated, while modules on strategy, financials, executive compensation and risk management were all frequently delivered in the past year.

61%

50%

18%

35%

51%

Industry Financials Corporate Corporate Risk Executive Other Specific Strategy Governance Management Compensation

71%

28%

Director Education Programmes Offered by CSSBI 100 Boards in 2012

44


maJoriTY voTing For non-eXeCuTive direCTorS

Getting on with a majority

> In line with corporate governance best practices, more than three-quarters (84%) of CSSBI100 companies adopted majority voting procedures for director elections18 - the same proportion as comparable U.S. firms.

SaY on paY poliCieS

Say on pay momentum continued

> As of the end of November 2012, a majority (59%) of CSSBI100 companies voluntarily agreed to stage a ‘say on pay’ vote,19 more than triple the number in 2009. ‘Say on pay’ refers to an advisory (non- binding) shareholder vote on a particular company’s plan for executive compensation.

> Internationally, the U.K. has had mandatory advisory votes for the past nine years, while the U.S. made them mandatory in 2011.

2009 2010 2011 2012

17

31

46

Number of CSSBI 100 Boards that have Adopted ‘Say on Pay’ Votes (2009-2012)

59

18 Sources include Information Circulars of CSSBI100 companies and an index compiled by the Canadian Coalition for Good Governance (www.ccgg.ca).19 Shareholder Association for Research Education (www.share.ca/services/shareholder-engagement/current-engagement-topics/executive- compensation/say-on-pay/?/say-on-pay).

45


> Thirty-eight CSSBI100 boards did not have a mandatory retirement policy in place. Many boards do not want to be ‘locked in,’ and are concerned with losing a highly valued director because he/she has reached an age or term limit.

> Some CSSBI100 companies have decided to remove their mandatory retirement age for such reasons, which puts an emphasis on the board chair having effective discussions with directors regarding their performance. Others will deal with directors who reach a mandatory retirement on a case-by-case basis, making rare extensions of a term when it is in the company's best interest to retain them.

> At one CSSBI100 board, for example, when a director does not serve his/her 10 year term by the time he/she reaches the mandatory retirement age of 70, the board has the discretion to make a one-time decision to extend the director’s service until the earlier of the end of his/her 10 year term or age 75. This is subject to solid annual performance assessments and annual re-election by the shareholders.

reSTriCTionS on ouTSide Board ServiCe

Formal limits less common in Canada

> The vast majority of CSSBI100 boards (83%) did not formally limit the number of concurrent boards on which their directors could serve.

> In the U.S., by comparison, formal limits were significantly more common. Fifty-nine % of comparable U.S. boards imposed a cap, mostly at three to four boards.

direCTor reTiremenT poliCieS

Director retirement not always mandatory in Canada, much more common in the U.S.

> Over half (57%) of all CSSBI100 boards had mandatory retirement policies (i.e. ages and/or term limits) in place for their directors in 2012.20 When disclosed, retirement ages for directors ranged from 70-75, with the vast majority (77%) being set at either 70 or 72. Term limits, when disclosed, ranged from seven to 15 years of consecutive board service before a director must retire from the board.

> In the U.S., mandatory director retirement policies were much more prevalent, with close to three-quarters (73%) of comparable U.S. firms having them for their directors. When disclosed, retirement ages in the U.S. ranged from 70 to 80, with almost three-quarters (74%) being from 70 to 73 years.

Mandatory Retirement For Range of Retirement Ages Directors

CSSBI 100 57% 70 to 75

Comparable U.S. 73% 70 to 80

20 Based on the 86 CSSBI100 boards for which we were able to confirm the use of mandatory director retirement policies.

46


21 As of the date of CSSBI100 Information Circulars, filed between December 2011 and August 2012.

Share oWnerShip requiremenTS

Minimum share ownership a must for nearly all directors

> For shareholder alignment, almost all (97%) CSSBI100 boards have instituted minimum share ownership requirements for their directors, compared to 87% of comparable U.S. firms. The vast majority of these requirements were mandatory.

> Each board has specified the type (common shares, DSUs/RSUs), the amount a director must hold (most commonly three times the retainer value), and the time to reach the goal (most commonly five years).

> Among CSSBI100 boards with minimum share ownership requirements, 85% of current directors met the applicable thresholds.21

2006 2012

Equal to retainer value 9% 6%

Two times the retainer value 25% 9%

Three times the retainer value 33% 49%

Four times the retainer value 12% 12%

Five times the retainer value 17% 16%

Six times the retainer value 4% 4%

Eight times the retainer value 0% 1%

Minimum Share Ownership Guidelines at CSSBI 100 Companies (2006 versus 2012)

equiTY in eXChange For direCTorS’ CaSh CompenSaTion

Large number of companies offered equity in lieu of cash, one-third of directors chose it

> Eighty-six % of CSSBI100 boards gave their directors the option to receive equity instead of their cash compensation. Overall, 34% of non-executive CSSBI100 directors exercised this option for at least a portion of their cash compensation, based on most recent company disclosures.

% of Directors that Elected to Receive Equity

66%

CSSBI 100 Directors Electing Equity Instead of Cash

34%

% of Directors that did not Elect to Receive Equity

47


> Among the directors who did exercise the option, half decided to take 100% of their cash compensation in equity.

25%

8%

50%

13%

<25% 25%-49% 50%-74% 75%-99% 100% in Equity in Equity in Equity in Equity in Equity

4%

CSSBI 100 Directors Electing Equity Instead of Cash

SToCK opTionS For direCTorS

Stock options rarely granted in Canada, still common in U.S.

> Most CSSBI100 companies have stopped using stock options as a form of non-executive director compensation. Out of the 14 CSSBI100 companies that maintained stock option plans for directors, only seven actually granted options to directors. The fair market value of the options granted ranged from an estimated $26,000 to $105,000.

> In the U.S., by contrast, a sizable portion (41%) of the comparable U.S. firms with option plans (121 out of 434 companies) still granted options to their directors last year (the fair market value of the options ranged from US$10,000 to US$240,000). This is a noticeable decline over previous years, in which over half of comparable U.S. companies granted stock options.

48


Median Equity Holdings of the Average CSSBI 100 Director (tenure: 8 years)

$258,000

Median Total Equity$990,000

value oF independenT direCTor ShareholdingS

A typical director has acquired close to $1 million in company shares, mostly DSUs

> The median value of total equity held by an average CSSBI100 director (or one with eight years of tenure) was $990,000.22 Roughly three-quarters of the value was in DSUs.

74%

26%$732,000

DSUs Common Shares

$2,050

$1,700

20072011

Over 20 16-19 12-15 8-11 4-7 0-3 Years Years Years Years Years Years

$2,100

$1,560

Median Dollar Value of Equity Held by CSSBI 100 Directors (By Tenure)

$1,500

$1,200$1,050 $1,000

$660$550

$140$225

22 Calculation is based on figures provided by the CSSBI100 companies in their Information Circulars, dated between December 2011 and August 2012. The value of director shareholdings was generally based on the company’s closing share price as of the date of each Information Circular.

$000's

Appendices

number of directors (a) Terms and Conditions age & Tenure

Separate Number Number Term Board Service Average Average Age Chair and Not of of Length Majority Limits/Mandatory Director Tenure of DirectorsCompany Name CEO? Total Independent International Women (Years) Voting Retirement Age (years) (years) (b)

comparative board data, 2012 cssbi 100 companies

FootnotesforColumnHeadings: N/A:Non-applicable.

a:BoardcompositionasofNovember2012.

b:Mandatorydirectorretirementagesand/orservicelimits(inyears)asdisclosedbyeachcompany;"N/avail"indicatesthatdetailsofpolicycouldnotbeconfirmed.

c:Totalnumberofboardmeetings,includingthoseheldbyteleconferencein2011.

50

Aecon Group Inc. No 8 1 0 0 1 Yes No 15 67 11 3 N/A 178,7501 1,500 12,5002 1,500 4,000

Agnico-Eagle Mines Ltd. Yes 13 1 3 2 1 Yes No 9 65 11 4 339,999*3 220,0004 N/A 10,0005 N/A N/A

Agrium Inc. Yes 11 1 4 2 1 Yes 72 8 62 5 4 * 340,0006 160,0007 1,000 6,5008 1,0009 3,500

AIMIA Inc. Yes 9 1 0 1 1 Yes 75 5 57 9 4 323,50010 64,40611 1,500 7,50012 1,500 2,00013

Air Canada Yes 10 1 3 1 1 Yes 75 4 62 13 4 325,00014 120,00015 N/A 10,00016 N/A 5,00017

Alimentation Couche-Tard Inc. Yes 10 3 0 2 1 No No 14 62 6 2 229,50018 50,00019 1,530 6,00020 1,53021 3,060

ATCO Ltd. No 10 4 3 2 1 Yes 70 12 66 7 3 * 175,00022 140,00023 2,00024 8,50025 1,500 N/A26

Bank of Montreal Yes 15 1 3 5 1 Yes 70 7 59 19 4 350,00027 175,00028 2,00029 15,00030 1,50031 10,00032

Bank of Nova Scotia, The Yes 13 1 3 4 1 Yes 70/15 years 11 63 9 4 300,00033 120,00034 2,000 20,00035 2,000 3,00036

Barrick Gold Corporation Yes 14 5 7 1 1 Yes 72 12 61 9 5 * N/A 200,00037 N/A 15,00038 N/A N/A39

BCE Inc. Yes 14 1 1 2 1 Yes No 5 63 9 4 350,00040 160,00041 N/A 40,00042 N/A N/A

Bombardier Inc. Yes 15 5 5 3 1 Yes 72 13 65 9 4 * 600,00043 150,00044 N/A 10,00045 N/A 5,000

Brookfield Asset Management Inc. Yes 16 4 4 2 1 Yes N/avail 13 65 6 4 * 353,81546 151,63547 N/A 15,16548 N/A N/A

CAE Inc. Yes 14 1 3 1 1 Yes No 10 63 10 4 * 225,00049 80,00050 N/A 35,000 N/A51 10,000 Cameco Corporation Yes 13 2 4 2 1 Yes 72 8 60 16 5 340,00052 140,00053 1,500 11,00054 1,50055 5,000

Canadian Imperial Bank of Commerce Yes 15 1 3 4 1 Yes 15 years 6 55 16 4 375,000*56 110,00057 2,000 25,00058 2,00059 5,00060

Canadian National Railway Company Yes 13 1 6 2 1 Yes 75 11 65 9 6 * 470,000*61 190,00062 1,500 15,00063 1,500 3,500

Canadian Natural Resources Ltd. Yes 13 3 2 1 1 Yes 75 10 63 5 5 N/A 198,47064 1,500 7,50065 1,500 4,500

Canadian Pacific Railway Ltd. Yes 15 1 6 4 1 Yes 70 3 59 12 5 * 350,00066 140,00067 1,50068 10,50069 1,500 3,50070

Canadian Tire Corporation Ltd. Yes 16 4 2 2 1 Yes No 8 63 14 4 344,00071 120,00072 2,00073 11,00074 2,00075 N/A

Canfor Corporation Yes 9 1 1 0 1 No No 12 71 6 6 177,15076 102,15077 2,000 10,00078 2,00079 5,00080

Cascades Inc. Yes 12 7 0 2 1 No N/avail 21 62 10 4 N/A 51,58081 1,500 2,00082 2,00083 N/A

CCL Industries Inc. Yes 10 3 6 0 1 No No 9 62 8 4 * N/A 79,57584 2,00085 7,50086 2,00087 N/A

Celestica Inc. Yes 8 2 3 1 1 Yes 75 5 62 12 4 310,000*88 185,00089 2,50090 10,00091 2,500 N/A

Cenovus Energy Inc. Yes 9 1 2 1 1 Yes No 3 65 6 4 529,600*92 279,60093 1,500 7,50094 1,500 N/A

CGI Group Inc. Yes 14 5 3 3 1 Yes No 14 64 6 3 * N/A 75,00095 1,500 10,00096 2,500 2,000

Cogeco Cable Inc. Yes 9 1 0 2 1 Yes No 10 63 8 4 112,50097 40,00098 1,500 7,00099 1,500 3,000100

Domtar Corporation Yes 10 1 5 2 1 Yes 72 4 61 9 5 * 300,000*101 170,000102 N/A103 10,000104 N/A105 N/A106

Dorel Industries Inc. Yes 9 4 1 1 1 No No 15 64 5 2 N/A 60,000 1,500 10,000107 1,500 3,000108

Emera Inc. No 10 1 2 3 1 Yes 70 5 61 6 3 185,000*109 75,000110 1,750111 8,000112 1,750113 3,000114

Empire Company Ltd. Yes 17 7 1 2 1 Yes 70 14 62 10 5 275,000115 80,000116 2,000117 10,000118 2,000119 3,000120

Enbridge Inc. Yes 12 1 6 2 1 Yes 73 8 65 8 4 * 450,000121 210,000122 N/A 10,000123 N/A N/A

EnCana Corporation Yes 10 1 4 3 1 Yes 71 6 58 8 5 * 569,122*124 316,372125 1,517 7,583126 1,517 N/A





Board

Number of Compensation Board Chair Director Board Committee Chair Committee Committee Meetings Standing in Retainer $ Retainer $ Meeting Fee $ Compensation Meeting Fee $ Member Per Year (c) Committees USD (d,e) (d,e) (f,g) Fee $ (g,h) (g) Retainer $ (g)

d:Figuresinclude:flatfees,dedicatedboardchairretainersandregulardirectorretainers,basedoneligibility.“*”indicatesthattheboardchairreceivescommitteeretainersand/orcommitteemeetingfees.

e:Figuresincludecompensationinequity,exceptwherenotedwith“+”,whichindicatesthatanadditionalsharecompensationapplies.Seeapplicableendnote.

f:Manycompaniesprovidehigherfeesforextratravel,timeorservicesundertakenbydirectors.Theseamountsarenotreflectedhere.

g:Includescommitteememberretainerandextraretainerforthecommitteechairrole,whereeligible.

Compensationmeetings and Committees

51


Aecon Group Inc. No 8 1 0 0 1 Yes No 15 67 11 3 N/A 178,7501 1,500 12,5002 1,500 4,000

Agnico-Eagle Mines Ltd. Yes 13 1 3 2 1 Yes No 9 65 11 4 339,999*3 220,0004 N/A 10,0005 N/A N/A

Agrium Inc. Yes 11 1 4 2 1 Yes 72 8 62 5 4 * 340,0006 160,0007 1,000 6,5008 1,0009 3,500

AIMIA Inc. Yes 9 1 0 1 1 Yes 75 5 57 9 4 323,50010 64,40611 1,500 7,50012 1,500 2,00013

Air Canada Yes 10 1 3 1 1 Yes 75 4 62 13 4 325,00014 120,00015 N/A 10,00016 N/A 5,00017

Alimentation Couche-Tard Inc. Yes 10 3 0 2 1 No No 14 62 6 2 229,50018 50,00019 1,530 6,00020 1,53021 3,060

ATCO Ltd. No 10 4 3 2 1 Yes 70 12 66 7 3 * 175,00022 140,00023 2,00024 8,50025 1,500 N/A26

Bank of Montreal Yes 15 1 3 5 1 Yes 70 7 59 19 4 350,00027 175,00028 2,00029 15,00030 1,50031 10,00032

Bank of Nova Scotia, The Yes 13 1 3 4 1 Yes 70/15 years 11 63 9 4 300,00033 120,00034 2,000 20,00035 2,000 3,00036

Barrick Gold Corporation Yes 14 5 7 1 1 Yes 72 12 61 9 5 * N/A 200,00037 N/A 15,00038 N/A N/A39

BCE Inc. Yes 14 1 1 2 1 Yes No 5 63 9 4 350,00040 160,00041 N/A 40,00042 N/A N/A

Bombardier Inc. Yes 15 5 5 3 1 Yes 72 13 65 9 4 * 600,00043 150,00044 N/A 10,00045 N/A 5,000

Brookfield Asset Management Inc. Yes 16 4 4 2 1 Yes N/avail 13 65 6 4 * 353,81546 151,63547 N/A 15,16548 N/A N/A

CAE Inc. Yes 14 1 3 1 1 Yes No 10 63 10 4 * 225,00049 80,00050 N/A 35,000 N/A51 10,000 Cameco Corporation Yes 13 2 4 2 1 Yes 72 8 60 16 5 340,00052 140,00053 1,500 11,00054 1,50055 5,000

Canadian Imperial Bank of Commerce Yes 15 1 3 4 1 Yes 15 years 6 55 16 4 375,000*56 110,00057 2,000 25,00058 2,00059 5,00060

Canadian National Railway Company Yes 13 1 6 2 1 Yes 75 11 65 9 6 * 470,000*61 190,00062 1,500 15,00063 1,500 3,500

Canadian Natural Resources Ltd. Yes 13 3 2 1 1 Yes 75 10 63 5 5 N/A 198,47064 1,500 7,50065 1,500 4,500

Canadian Pacific Railway Ltd. Yes 15 1 6 4 1 Yes 70 3 59 12 5 * 350,00066 140,00067 1,50068 10,50069 1,500 3,50070

Canadian Tire Corporation Ltd. Yes 16 4 2 2 1 Yes No 8 63 14 4 344,00071 120,00072 2,00073 11,00074 2,00075 N/A

Canfor Corporation Yes 9 1 1 0 1 No No 12 71 6 6 177,15076 102,15077 2,000 10,00078 2,00079 5,00080

Cascades Inc. Yes 12 7 0 2 1 No N/avail 21 62 10 4 N/A 51,58081 1,500 2,00082 2,00083 N/A

CCL Industries Inc. Yes 10 3 6 0 1 No No 9 62 8 4 * N/A 79,57584 2,00085 7,50086 2,00087 N/A

Celestica Inc. Yes 8 2 3 1 1 Yes 75 5 62 12 4 310,000*88 185,00089 2,50090 10,00091 2,500 N/A

Cenovus Energy Inc. Yes 9 1 2 1 1 Yes No 3 65 6 4 529,600*92 279,60093 1,500 7,50094 1,500 N/A

CGI Group Inc. Yes 14 5 3 3 1 Yes No 14 64 6 3 * N/A 75,00095 1,500 10,00096 2,500 2,000

Cogeco Cable Inc. Yes 9 1 0 2 1 Yes No 10 63 8 4 112,50097 40,00098 1,500 7,00099 1,500 3,000100

Domtar Corporation Yes 10 1 5 2 1 Yes 72 4 61 9 5 * 300,000*101 170,000102 N/A103 10,000104 N/A105 N/A106

Dorel Industries Inc. Yes 9 4 1 1 1 No No 15 64 5 2 N/A 60,000 1,500 10,000107 1,500 3,000108

Emera Inc. No 10 1 2 3 1 Yes 70 5 61 6 3 185,000*109 75,000110 1,750111 8,000112 1,750113 3,000114

Empire Company Ltd. Yes 17 7 1 2 1 Yes 70 14 62 10 5 275,000115 80,000116 2,000117 10,000118 2,000119 3,000120

Enbridge Inc. Yes 12 1 6 2 1 Yes 73 8 65 8 4 * 450,000121 210,000122 N/A 10,000123 N/A N/A

EnCana Corporation Yes 10 1 4 3 1 Yes 71 6 58 8 5 * 569,122*124 316,372125 1,517 7,583126 1,517 N/A








52

Ensign Energy Services Inc. Yes 9 3 2 1 1 Yes 73 15 62 11 4 N/A 105,800127 1,250 5,000128 1,250 2,500

Extendicare REIT Yes 10 1 4 1 1 Yes N/avail 13 70 14 3 159,700*129 59,700130 2,000 5,000131 2,000 N/A132

Fairfax Financial Holdings Ltd. No 7 1 1 0 1 No N/avail 8 68 6 3 N/A 125,000133 N/A 5,000134 N/A N/A

Finning International Inc. Yes 11 1 4 1 1 Yes 70 6 62 6 5 280,000135 100,000136 1,500137 13,000138 1,500139 3,000140

Fortis Inc. Yes 11 1 1 1 1 Yes 70/12 years 6 63 6 3 230,000*141 105,000142 1,500 15,000143 1,500 N/A

George Weston Ltd. No 12 3 1 2 1 No No 9 61 12 4 N/A 100,000144 2,000 10,000145 2,000 4,000146

Gildan Activewear Inc. Yes 9 1 3 1 1 Yes 72 9 64 9 3 260,000147 110,000148 1,500 9,000149 1,500 N/A

Goldcorp Inc. Yes 11 2 2 2 1 Yes No 6 64 7 4 1,170,485*150 270,485151 1,500 10,000152 1,500 N/A

Husky Energy Inc. Yes 14 5 8 2 1 Yes No 8 65 7 4 N/A 120,000153 N/A 10,000154 N/A 5,000155

Imperial Oil Ltd. Yes 7 2 2 2 1 Yes 70 7 61 9 5 N/A 188,400156 2,000 30,000157 2,000 20,000

No 14 1 2 3 1 Yes 70 10 61 6 5 200,000158 45,000159 1,500160 3,000161 1,500162 3,000163

Intact Financial Corporation Yes 11 1 1 3 1 Yes 70 8 61 12 4 260,000*164 82,500165 1,500166 9,000167 1,500168 3,000169

Jean Coutu Group (PJC) Inc. Yes 14 6 0 6 1 Yes N/avail 16 63 6 3 414,718170 30,000171 2,000172 6,000173 2,000174 3,000175

Just Energy Group Inc. Yes 10 4 3 1 1 Yes 75/15 years 9 63 9 4 N/A 65,000176 2,000177 5,000178 2,000179 N/A180

Kinross Gold Corporation Yes 10 1 2 1 1 Yes 70 10 63 10 4 445,000181 210,000182 N/A 45,000183 N/A 15,000184

Linamar Corporation Yes 6 3 0 1 1 No 70 19 64 5 2 N/A 31,500 1,575185 2,625186 1,575187 1,050

Magna International Inc. Yes 9 2 4 1 1 Yes No 3 62 10 3 * 400,000*188 150,000189 2,000190 25,000191 2,000192 25,000

Manitoba Telecom Services Inc. Yes 10 1 0 3 1 Yes 72 9 60 9 3 275,000193 120,000194 N/A 20,000195 N/A N/A

Manulife Financial Corporation Yes 18 1 5 5 1 Yes 72 8 64 11 5 * 350,000196 110,000197 2,000 10,000198 1,500 5,000199

Maple Leaf Foods Inc. Yes 10 2 2 1 1 Yes No 7 60 17 4 240,000200 120,000 N/A 10,000201 N/A202 1,500

Methanex Corporation Yes 10 1 4 2 1 Yes No 8 62 7 5 281,647*203 159,600204 2,500 7,500205 2,500206 N/A

Metro Inc. Yes 14 3 1 2 1 Yes 70 9 60 8 3 450,000207 55,000208 1,750209 5,000210 1,750211 2,500212

National Bank of Canada Yes 14 2 0 4 1 Yes 15 years 8 60 18 3 270,000*213 70,000214 N/A 35,000215 N/A 15,000216

Nexen Inc. Yes 13 1 2 1 1 Yes 75 8 64 13 6 493,392*217 170,022218 1,800 7,500219 1,800 5,000

Onex Corporation Yes 10 3 1 1 1 No 72 15 66 4 2 N/A 217,850220 2,000 10,000221 2,000 4,500222

Open Text Corporation No 9 1 3 3 1 Yes No 11 58 13 3 N/A 45,000223 N/A 14,000224 N/A 8,000225

Parkland Fuel Corporation Yes 7 1 0 0 1 Yes 70 8 59 12 4 183,700*226 85,000227 1,500228 12,000229 1,500230 N/A

PennWest Petroleum Ltd. Yes 11 2 0 2 1 Yes 70 7 62 10 5 250,000*231 125,000232 1,500 7,500233 1,500 N/A

Potash Corporation of Saskatchewan Inc. Yes 13 2 4 3 1 Yes 70 8 59 8 4 * 360,000234 175,000235 N/A 15,000 1,500236 5,000

Power Corporation of Canada No 12 7 2 2 1 No No 14 60 9 5 400,000237 100,000238 2,000 15,000239 2,000 5,000240

Progressive Waste Solutions Ltd. Yes 8 1 4 0 1 No No 4 63 6 4 200,000241 135,000242 N/A 10,000243 N/A N/A

Quebecor Inc. No 8 2 0 2 1 Yes No 10 62 13 3 310,000244 55,000245 2,000 8,000246 2,000247 3,000248

Research in Motion Ltd. Yes 10 2 2 2 1 Yes N/avail 6 60 16 4 240,000249 200,000250 N/A 10,000251 N/A N/A

Industrial Alliance Insurance and Financial Services Inc.





Board







53


Ensign Energy Services Inc. Yes 9 3 2 1 1 Yes 73 15 62 11 4 N/A 105,800127 1,250 5,000128 1,250 2,500

Extendicare REIT Yes 10 1 4 1 1 Yes N/avail 13 70 14 3 159,700*129 59,700130 2,000 5,000131 2,000 N/A132

Fairfax Financial Holdings Ltd. No 7 1 1 0 1 No N/avail 8 68 6 3 N/A 125,000133 N/A 5,000134 N/A N/A

Finning International Inc. Yes 11 1 4 1 1 Yes 70 6 62 6 5 280,000135 100,000136 1,500137 13,000138 1,500139 3,000140

Fortis Inc. Yes 11 1 1 1 1 Yes 70/12 years 6 63 6 3 230,000*141 105,000142 1,500 15,000143 1,500 N/A

George Weston Ltd. No 12 3 1 2 1 No No 9 61 12 4 N/A 100,000144 2,000 10,000145 2,000 4,000146

Gildan Activewear Inc. Yes 9 1 3 1 1 Yes 72 9 64 9 3 260,000147 110,000148 1,500 9,000149 1,500 N/A

Goldcorp Inc. Yes 11 2 2 2 1 Yes No 6 64 7 4 1,170,485*150 270,485151 1,500 10,000152 1,500 N/A

Husky Energy Inc. Yes 14 5 8 2 1 Yes No 8 65 7 4 N/A 120,000153 N/A 10,000154 N/A 5,000155

Imperial Oil Ltd. Yes 7 2 2 2 1 Yes 70 7 61 9 5 N/A 188,400156 2,000 30,000157 2,000 20,000

No 14 1 2 3 1 Yes 70 10 61 6 5 200,000158 45,000159 1,500160 3,000161 1,500162 3,000163

Intact Financial Corporation Yes 11 1 1 3 1 Yes 70 8 61 12 4 260,000*164 82,500165 1,500166 9,000167 1,500168 3,000169

Jean Coutu Group (PJC) Inc. Yes 14 6 0 6 1 Yes N/avail 16 63 6 3 414,718170 30,000171 2,000172 6,000173 2,000174 3,000175

Just Energy Group Inc. Yes 10 4 3 1 1 Yes 75/15 years 9 63 9 4 N/A 65,000176 2,000177 5,000178 2,000179 N/A180

Kinross Gold Corporation Yes 10 1 2 1 1 Yes 70 10 63 10 4 445,000181 210,000182 N/A 45,000183 N/A 15,000184

Linamar Corporation Yes 6 3 0 1 1 No 70 19 64 5 2 N/A 31,500 1,575185 2,625186 1,575187 1,050

Magna International Inc. Yes 9 2 4 1 1 Yes No 3 62 10 3 * 400,000*188 150,000189 2,000190 25,000191 2,000192 25,000

Manitoba Telecom Services Inc. Yes 10 1 0 3 1 Yes 72 9 60 9 3 275,000193 120,000194 N/A 20,000195 N/A N/A

Manulife Financial Corporation Yes 18 1 5 5 1 Yes 72 8 64 11 5 * 350,000196 110,000197 2,000 10,000198 1,500 5,000199

Maple Leaf Foods Inc. Yes 10 2 2 1 1 Yes No 7 60 17 4 240,000200 120,000 N/A 10,000201 N/A202 1,500

Methanex Corporation Yes 10 1 4 2 1 Yes No 8 62 7 5 281,647*203 159,600204 2,500 7,500205 2,500206 N/A

Metro Inc. Yes 14 3 1 2 1 Yes 70 9 60 8 3 450,000207 55,000208 1,750209 5,000210 1,750211 2,500212

National Bank of Canada Yes 14 2 0 4 1 Yes 15 years 8 60 18 3 270,000*213 70,000214 N/A 35,000215 N/A 15,000216

Nexen Inc. Yes 13 1 2 1 1 Yes 75 8 64 13 6 493,392*217 170,022218 1,800 7,500219 1,800 5,000

Onex Corporation Yes 10 3 1 1 1 No 72 15 66 4 2 N/A 217,850220 2,000 10,000221 2,000 4,500222

Open Text Corporation No 9 1 3 3 1 Yes No 11 58 13 3 N/A 45,000223 N/A 14,000224 N/A 8,000225

Parkland Fuel Corporation Yes 7 1 0 0 1 Yes 70 8 59 12 4 183,700*226 85,000227 1,500228 12,000229 1,500230 N/A

PennWest Petroleum Ltd. Yes 11 2 0 2 1 Yes 70 7 62 10 5 250,000*231 125,000232 1,500 7,500233 1,500 N/A

Potash Corporation of Saskatchewan Inc. Yes 13 2 4 3 1 Yes 70 8 59 8 4 * 360,000234 175,000235 N/A 15,000 1,500236 5,000

Power Corporation of Canada No 12 7 2 2 1 No No 14 60 9 5 400,000237 100,000238 2,000 15,000239 2,000 5,000240

Progressive Waste Solutions Ltd. Yes 8 1 4 0 1 No No 4 63 6 4 200,000241 135,000242 N/A 10,000243 N/A N/A

Quebecor Inc. No 8 2 0 2 1 Yes No 10 62 13 3 310,000244 55,000245 2,000 8,000246 2,000247 3,000248

Research in Motion Ltd. Yes 10 2 2 2 1 Yes N/avail 6 60 16 4 240,000249 200,000250 N/A 10,000251 N/A N/A




54





Resolute Forest Products Ltd. Yes 8 2 2 0 1 Yes 72 2 61 12 4 400,000252 250,000253 N/A 15,000254 N/A N/A

Rogers Communications Inc. Yes 18 7 2 4 1 No No 11 59 8 7 391,240255 145,000256 1,500257 10,000258 1,500259 N/A

RONA Inc. Yes 12 3 0 2 1 Yes No 6 58 12 4 250,000260 53,000261 1,500262 5,000263 1,500264 2,500265

Royal Bank of Canada Yes 17 1 2 5 1 No 70/15 years 9 61 9 4 460,000266 185,000267 N/A 10,000268 N/A N/A

Russel Metals Inc. Yes 10 1 1 2 1 Yes No 8 64 4 4 175,000269 55,000270 2,000 6,000271 2,000272 N/A

Saputo Inc. Yes 11 2 0 3 1 Yes No 9 5 2 * 500,000273 55,000+274 1,500 7,500275 1,500 3,000276

Shaw Communications Inc. No 16 4 4 2 1 No No 12 63 7 4 N/A 127,805277 1,500 10,000278 1,500 3,000

Sherritt International Corporation Yes 9 2 1 1 1 Yes N/avail 5 65 10 6 N/A 50,000279 10,000280 5,000281 2,000282 N/A

Shoppers Drug Mart Corporation Yes 11 1 1 5 1 Yes 72/15 years 5 59 7 3 240,000283 120,000284 N/A 10,000285 N/A N/A

SNC-Lavalin Group Inc. Yes 12 1 3 3 1 Yes 72/15 years 7 63 8 4 311,000*286 141,000287 1,500288 8,000289 1,500290 N/A

Stantec Inc. Yes 9 2 4 2 1 Yes 72 7 62 8 2 161,552*291 86,552292 1,800 9,000293 1,800 N/A

Sun Life Financial Inc. Yes 13 1 4 3 1 Yes 12 years 5 61 16 4 345,000294 110,000295 1,500 30,000 1,500 10,000

Suncor Energy Inc. No 12 1 3 2 1 Yes 72 7 63 7 4 530,000296 230,000297 1,500 10,000298 1,500 5,000299

Superior Plus Corporation Yes 10 2 0 1 1 Yes 72 10 63 8 3 200,000*300 70,000301 1,500 14,000302 1,500303 5,000

Talisman Energy Inc. Yes 11 1 5 2 1 Yes 70 4 59 10 5 * 500,000304 200,000305 1,700306 21,000307 1,700308 6,000309

Teck Resources Ltd. Yes 15 3 4 2 1 Yes 75 11 63 11 7 660,276*310 160,092311 1,500 14,000312 1,500 6,000

TELUS Communications Inc. Yes 13 1 1 1 1 Yes No 9 66 6 4 460,000*313 160,000314 1,500 10,000315 1,500316 5,000317

Tim Hortons Inc. Yes 9 1 4 2 1 Yes No 5 63 6 3 N/A 90,000318 1,500319 8,000320 1,500321 3,000

Toromont Industries Ltd. No 7 2 0 0 1 Yes 72 15 64 9 3 126,637*322 66,637323 2,000 10,000324 2,000 5,000

Toronto-Dominion Bank, The Yes 15 1 5 5 1 Yes 70/10 years 8 63 12 4 350,000325 165,000326 N/A 25,000327 N/A328 15,000329

Torstar Corporation Yes 13 1 2 4 1 No 70 6 60 6 5 * 275,000330 55,000331 1,500332 6,500333 1,250334 3,000

TransAlta Corporation Yes 10 1 3 3 1 Yes 72 7 63 7 3 326,048*335 112,048336 1,500 15,000337 1,500 N/A

Transat A.T. Inc. No 11 3 0 2 1 Yes No 13 65 11 4 N/A 50,000338 1,500339 10,000340 1,500341 3,000342

TransCanada Corporation Yes 12 1 4 2 1 Yes 70/7 years 6 63 7 4 410,000*343 155,000344 1,500345 12,000 1,500 5,500

Transcontinental Inc. Yes 14 5 1 3 1 No No 10 56 7 3 N/A 45,000 1,500346 6,000347 1,500348 3,000

TransForce Inc. No 7 1 0 0 1 Yes No 9 60 5 3 N/A 55,000 1,750349 10,000 1,750350 4,500

Uni-Sélect Inc. Yes 9 2 1 0 1 Yes No 11 65 9 4 110,000351 40,000 1,750 8,000352 1,750 N/A

No 10 1 7 2 1 Yes No 3 52 20 6 680,000353 280,000354 N/A 15,000355 N/A 10,000356

Viterra Inc. Yes 12 1 3 1 1 Yes No 5 62 9 4 * 375,000357 160,000358 N/A 10,000359 N/A N/A

Wajax Corporation Yes 9 1 1 0 1 Yes 70 8 59 10 3 175,000360 60,000361 1,500 9,000362 1,500 N/A

West Fraser Timber Co. Ltd. No 8 2 2 1 1 Yes 70 12 58 6 4 N/A 125,000363 1,500 10,000364 1,500 4,000

WestJet Airlines Yes 13 3 1 1 1 Yes No 7 62 9 4 400,000*365 40,000366 N/A 8,000367 N/A N/A

Yamana Gold Inc. No 10 2 3 0 1 Yes 75 7 65 15 4 N/A 175,000368 2,000 12,500369 1,500370 N/A

Yellow Media Inc. Yes 9 1 4 2 1 Yes No 2 54 19 4 297,450*371 128,725372 N/A 11,000373 N/A374 5,500375

Valeant PharmaceuticalsInternational Inc.

Board



55






Resolute Forest Products Ltd. Yes 8 2 2 0 1 Yes 72 2 61 12 4 400,000252 250,000253 N/A 15,000254 N/A N/A

Rogers Communications Inc. Yes 18 7 2 4 1 No No 11 59 8 7 391,240255 145,000256 1,500257 10,000258 1,500259 N/A

RONA Inc. Yes 12 3 0 2 1 Yes No 6 58 12 4 250,000260 53,000261 1,500262 5,000263 1,500264 2,500265

Royal Bank of Canada Yes 17 1 2 5 1 No 70/15 years 9 61 9 4 460,000266 185,000267 N/A 10,000268 N/A N/A

Russel Metals Inc. Yes 10 1 1 2 1 Yes No 8 64 4 4 175,000269 55,000270 2,000 6,000271 2,000272 N/A

Saputo Inc. Yes 11 2 0 3 1 Yes No 9 5 2 * 500,000273 55,000+274 1,500 7,500275 1,500 3,000276

Shaw Communications Inc. No 16 4 4 2 1 No No 12 63 7 4 N/A 127,805277 1,500 10,000278 1,500 3,000

Sherritt International Corporation Yes 9 2 1 1 1 Yes N/avail 5 65 10 6 N/A 50,000279 10,000280 5,000281 2,000282 N/A

Shoppers Drug Mart Corporation Yes 11 1 1 5 1 Yes 72/15 years 5 59 7 3 240,000283 120,000284 N/A 10,000285 N/A N/A

SNC-Lavalin Group Inc. Yes 12 1 3 3 1 Yes 72/15 years 7 63 8 4 311,000*286 141,000287 1,500288 8,000289 1,500290 N/A

Stantec Inc. Yes 9 2 4 2 1 Yes 72 7 62 8 2 161,552*291 86,552292 1,800 9,000293 1,800 N/A

Sun Life Financial Inc. Yes 13 1 4 3 1 Yes 12 years 5 61 16 4 345,000294 110,000295 1,500 30,000 1,500 10,000

Suncor Energy Inc. No 12 1 3 2 1 Yes 72 7 63 7 4 530,000296 230,000297 1,500 10,000298 1,500 5,000299

Superior Plus Corporation Yes 10 2 0 1 1 Yes 72 10 63 8 3 200,000*300 70,000301 1,500 14,000302 1,500303 5,000

Talisman Energy Inc. Yes 11 1 5 2 1 Yes 70 4 59 10 5 * 500,000304 200,000305 1,700306 21,000307 1,700308 6,000309

Teck Resources Ltd. Yes 15 3 4 2 1 Yes 75 11 63 11 7 660,276*310 160,092311 1,500 14,000312 1,500 6,000

TELUS Communications Inc. Yes 13 1 1 1 1 Yes No 9 66 6 4 460,000*313 160,000314 1,500 10,000315 1,500316 5,000317

Tim Hortons Inc. Yes 9 1 4 2 1 Yes No 5 63 6 3 N/A 90,000318 1,500319 8,000320 1,500321 3,000

Toromont Industries Ltd. No 7 2 0 0 1 Yes 72 15 64 9 3 126,637*322 66,637323 2,000 10,000324 2,000 5,000

Toronto-Dominion Bank, The Yes 15 1 5 5 1 Yes 70/10 years 8 63 12 4 350,000325 165,000326 N/A 25,000327 N/A328 15,000329

Torstar Corporation Yes 13 1 2 4 1 No 70 6 60 6 5 * 275,000330 55,000331 1,500332 6,500333 1,250334 3,000

TransAlta Corporation Yes 10 1 3 3 1 Yes 72 7 63 7 3 326,048*335 112,048336 1,500 15,000337 1,500 N/A

Transat A.T. Inc. No 11 3 0 2 1 Yes No 13 65 11 4 N/A 50,000338 1,500339 10,000340 1,500341 3,000342

TransCanada Corporation Yes 12 1 4 2 1 Yes 70/7 years 6 63 7 4 410,000*343 155,000344 1,500345 12,000 1,500 5,500

Transcontinental Inc. Yes 14 5 1 3 1 No No 10 56 7 3 N/A 45,000 1,500346 6,000347 1,500348 3,000

TransForce Inc. No 7 1 0 0 1 Yes No 9 60 5 3 N/A 55,000 1,750349 10,000 1,750350 4,500

Uni-Sélect Inc. Yes 9 2 1 0 1 Yes No 11 65 9 4 110,000351 40,000 1,750 8,000352 1,750 N/A

No 10 1 7 2 1 Yes No 3 52 20 6 680,000353 280,000354 N/A 15,000355 N/A 10,000356

Viterra Inc. Yes 12 1 3 1 1 Yes No 5 62 9 4 * 375,000357 160,000358 N/A 10,000359 N/A N/A

Wajax Corporation Yes 9 1 1 0 1 Yes 70 8 59 10 3 175,000360 60,000361 1,500 9,000362 1,500 N/A

West Fraser Timber Co. Ltd. No 8 2 2 1 1 Yes 70 12 58 6 4 N/A 125,000363 1,500 10,000364 1,500 4,000

WestJet Airlines Yes 13 3 1 1 1 Yes No 7 62 9 4 400,000*365 40,000366 N/A 8,000367 N/A N/A

Yamana Gold Inc. No 10 2 3 0 1 Yes 75 7 65 15 4 N/A 175,000368 2,000 12,500369 1,500370 N/A

Yellow Media Inc. Yes 9 1 4 2 1 Yes No 2 54 19 4 297,450*371 128,725372 N/A 11,000373 N/A374 5,500375

56

1 Includes $103,750 in stock options.2 Includes committee member retainer. Audit Committee Chair receives $20,000.3 Includes director retainer and $99,999 in stock options. 4 Includes $100,000 in stock options. 5 Audit Committee Chair receives $25,000. 6 Flat fee. Includes a minimum of US$85,000 in DSUs. 7 Includes US$40,000 in DSUs. 8 Audit Committee Chair receives US$18,500; Human Resources Committee Chair receives US$10,000.9 Audit Committee meeting fee is US$1,500. 10 Flat fee. Includes $103,500 in DSUs. 11 Includes 1,500 DSUs ($19,406). 12 Audit Committee Chair receives $15,000. Human Resources and Compensation Committee Chair receives $10,000. 13 Audit Committee members receive $5,000. Human Resources and Compensation Committee members receive $2,500. 14 Flat fee. 15 Flat fee. 16 Audit, Finance and Risk Committee and Pension Committee Chairs receive $20,000.17 Audit, Finance and Risk Committee and Pension Committee members receive $10,000. 18 Flat Fee. Chairman does not qualify under the DSU plan.19 Must receive 50% of retainer in DSUs, with the option to receive the rest in DSUs as well.20 Audit Committee Chair receives $12.000. 21 Audit Committee meeting fee is $2,040. 22 Flat fee. 23 Includes US$40,000 in common shares until the minimum ownership requirement is met and US$20,000 in common shares thereafter.24 US$800 for brief meetings and routine administrative matters. 25 Audit Committee Chair receives US$20,000. 26 Audit Committee members receive US$7,500. 27 Flat fee. Includes director retainer. 28 Includes $100,000 in DSUs, can elect up to 100% in this form.29 $2,000 per meeting for each special Board meeting in excess of five per year.30 Audit Committee Chair receives $40,000, Human Resources and Management Compensation Committee and Risk Review Committee Chairs receive $25,000. Governance and Nominating Committee Chair receives $20,000.31 $2,000 per meeting for each special Board meeting in excess of five per year.32 $10,000 for each committee membership in excess of two.33 Flat fee. $2,000 meeting attendance fee for board members including the Chair of the Board, for attending meetings with regulators, shareholders or shareholder activist groups.34 Includes $90,000 in common shares or DSUs.35 Audit and Conduct Review Committee Chair receives $40,000, Human Resources Committee and Executive and Risk Committee Chairs receive $25,000.36 Audit and Conduct Review Committee members receive $6,000.37 Flat fee. 55% of retainer is received in DSUs, can elect up to 100% in this form.38 Audit Committee Chair receives US$25,000.39 Audit Committee members receive US$3,000. 40 Flat fee.41 Flat fee. Directors serving on one committee of the Board receive $160,000, Directors serving on two committees receive $175,000. Until the minimum share ownership level is attained, 100% of the compensation is mandatorily paid in DSUs. Once a director attains the minimum share ownership level, at least 50% of the compensation is mandatorily paid in DSUs.42 Audit Committee and Management Resources and Compensation Committee Chairs receive $65,000.43 Flat fee. 44 Must take 100% of Director retainer in DSUs until minimum ownership met and can elect any amount thereafter. Independently from the foregoing, a director can elect to receive 50% or more of his/her meeting fees and committee retainer(s) in DSUs.45 Audit Committee Chair receives $20,000.

46 Flat Fee.47 Flat fee. Must take 50% of Director retainer in DSUs until minimum ownership met and at least 25% in DSUs thereafter.48 Audit Committee Chair receives US$25,273 (C$25,000).49 Flat fee.50 Must take 100% of Director retainer in DSUs until minimum ownership met and at least 50% in DSUs thereafter.51 Each non-executive, non-chairman member of the Executive Committee is entitled to a fee of $1,000 per meeting, but no annual retainer.52 Flat fee.53 60% of director fees paid in DSUs until the minimum ownership requirement is met. Directors can elect to receive 0%, 25%, 50%, 75%, or 100% in DSUs thereafter.54 Audit Committee and Human Resources and Compensation Committee Chairs receive $25,000.55 Audit Committee members receive $2,000 per meeting.56 Includes $225,000 common shares or DSUs.57 Includes $70,000 in common shares or DSUs.58 Audit Committee and Risk Management Committee Chairs receive $40,000.59 $1,000 for Strategic Planning Committee meetings (paid to all directors except for the Board Chair).60 During fiscal 2008, a special committee was established to assess certain litigation matters. Committee members receive $25,000.61 Includes US$350,000 in common shares.62 Includes US$175,000 in common shares.63 Audit Committee and Human Resources and Compensation Committee Chairs receive US$25,000.64 Includes $158,470 in common shares.65 Audit Committee Chair receives $15,000.66 Flat fee. Includes US$155,000 in DSUs.67 Includes US$100,000 in DSUs. Directors are required to receive 100% of their long-term compensation in DSUs. Newly appointed directors receive an initial grant of $100,000 DSUs. 68 If meetings are scheduled over a two day period, directors receive a fee for each day.69 Includes member retainer. Audit Committee Chair receives US$19,000.70 Audit Committee members receive US$7,000.71 Flat fee. Includes $24,000 in common shares or DSUs.72 Includes $24,000 in common shares or DSUs. If minimum ownership requirement is not met, director receives at least $60,000 (50%) in common shares or DSUs.73 $1,000 by telephone.74 Audit Committee Chair receives $30,000. Management Resources and Compensation Committee Chair receives $17,500.75 $1,000 by telephone. Audit Committee members receive $2,750 per meeting, $1,375 by telephone.76 Flat fee. Includes director retainer and 2,500 DSUs ($27,150).77 Includes 2,500 DSUs ($27,150). Can elect to receive 50-100% of annual retainer in DSUs.78 Includes member retainer. Audit Committee and Joint Capital Expenditures Committee Chairs receive $20,000.79 Joint Capital Expenditures Committee does not receive meeting fees.80 Audit Committee and Joint Capital Expenditures Committee members receive $10,000.81 Includes $27,580 in DSUs.82 Audit Committee Chair receives $10,000.83 $2,500 per meeting for the Audit Committee Chair.84 Includes 1,250 DSUs (US$39,575).85 US$1,000 by telephone.86 Audit Committee Chair receives US$12,500.87 US$1,000 by telephone.88 Includes $180,000 in DSUs.89 Includes $120,000 in DSUs. Directors receive half their annual retainer and meeting fees in DSUs; can elect to receive 100% of fees in DSUs.90 Attendance fees were paid per day, regardless of whether a director attends more than one meeting in a single day with the exception of Executive Committee meetings, which are paid separately even if they occur on the same day.

notes for comparative board data

57

91 Audit Committee Chair receives $20,000. The non-executive Chairman also serves as chair of the Governance Committee, for which no additional fee is paid.92 Includes director retainer and 7,500 DSUs ($249,600).93 Includes 7,500 DSUs ($249,600).94 Audit Committee Chair receives $15,000.95 Includes US$25,000 in DSUs. Directors can elect to receive all or part of retainer as DSUs. For each DSU purchased with retainer fees, the directors receive two stock options. There is an annual grant of 4,000 options to directors, and an additional grant of 4,000 options to new directors.96 Audit and Risk Management Committee receives US$12,500.97 Flat fee. 98 A director who serves on the Board of both Cogeco and the Corporation receives a lesser annual retainer from each entity in the amount of $25,000.99 Audit Committee Chair receives $15,000. Human Resources Chair receives $10,000.100 Audit Committee members receive $5,000. Human Resources members receive $4,000.101 Includes US$150,000 in DSUs.102 Includes US$85,000 in DSUs.103 There are generally no board or committee meeting fees, however, if more than 10 board meetings are held in a calendar year, directors are paid meeting fees of US$1,500 per additional meeting attended.104 Audit Committee Chair receives US$40,000. Includes member retainer. Human Resources Committee Chair receives US$20,000.105 There are generally no board or committee meeting fees, however, if more than 10 board meetings are held in a calendar year, directors are paid meeting fees of US$1,500 per additional meeting attended.106 Audit Committee members receive US$10,000.107 Audit Committee Chair receives $15,000.108 Audit Committee members receive $5,000.109 Includes $92,500 in DSUs. Additionally receives $35,000 cash for participation on the Board of Directors of Nova Scotia Power Inc.110 Includes $40,000 in DSUs.111 $1,250 by telephone.112 Audit Committee and Management Resources and Compensation Committee Chairs receive $15,000.113 $1,250 by telephone.114 Audit Committee members receive $5,000.115 Flat fee.116 Directors must take 50% of their annual retainer in common shares or DSUs until the minimum ownership requirement is met.117 $1,250 by telephone.118 Audit Committee and Human Resources Committee Chairs receive $25,000.119 $1,250 by telephone.120 Audit Committee members receive $5,000.121 Flat fee. Includes director retainer. Up to 50% cash, up to 50% stock equivalent and 50-100% DSUs before reaching minimum ownership requirement. If minimum ownership met, can elect to receive up to 75% cash, up to 75% stock equivalent and 25-100% in DSUs. Chairman received 75% in cash and 25% in equity.122 Flat fee. Up to 50% cash, up to 50% stock equivalent and 50-100% DSUs before reaching minimum ownership requirement. If minimum ownership met, Directors can elect to receive up to 75% of retainer in cash and 25% in shares and DSUs. US residents paid in USD.123 Audit Committee Chair receives US$25,000. Human Resources and Compensation Chair receives US$15,000.124 Includes 10,000 DSUs (US$286,042) and director retainer.125 Includes 10,000 DSUs (US$286,042). 126 Audit Committee Chair receives US$15,165.127 Includes 4,000 DSUs ($65,800).128 Audit Committee Chair receives $10,000.129 Includes $24,700 in REIT unit based awards and director retainer.130 Includes $24,700 in REIT unit based awards.131 Audit Committee Chair receives $25,000. Human Resources Committee and Governance and Nominating Committee Chairs receive $10,000.132 Audit Committee members receive $5,000. 133 Flat fee. Directors who do not meet minimum ownership requirement

must apply their annual retainer to purchase subordinate voting shares of Fairfax until satisfied.134 Audit Committee Chair receives $10,000.135 Flat fee. Includes $105,000 in DSUs.136 Includes $60,000 in DSUs.137 $1,000 by telephone.138 Includes member retainer. Audit Committee Chair receives $26,000.139 $1,000 by telephone.140 Audit Committee members receive $6,000.141 Includes $60,000 in DSUs.142 Includes $60,000 in DSUs. Directors can elect to receive the cash portion of their annual retainer in DSUs.143 Audit Committee Chair receives $20,000.144 Directors can elect to receive up to 100% of compensation in DSUs and must receive at least 50% of compensation in DSUs until the minimum equity ownership requirement is met. 145 Audit Committee Chair receives $30,000. Governance Committee Chair receives $25,000. Environmental Committee Chair receives $15,000.146 Audit Committee members receive $5,000147 Flat fee. Includes $100,000 in DSUs.148 Includes $60,000 in DSUs.149 Audit Committee Chair receives $20,000 ($5,000 paid in DSUs). Compensation Committee Chair receives $15,000. Corporate Governance Committee Chair receives $9,000.150 Includes 3,500 RSUs ($170,485).151 Includes 3,500 RSUs ($170,485).152 Audit Committee and Compensation Committee Chairs receive $20,000.153 Flat fee.154 Audit Committee Chair receives $20,000.155 Audit Committee members receive $12,500.156 Includes 2,000 RSUs ($88,400).157 Includes member retainer.158 Flat fee.159 Directors can elect to receive up to 100% of their compensation in DSUs.160 $1,000 by telephone. 161 Includes member retainer. Audit Committee Chair receives $10,000. Human Resources Committee and Corporate Governance Committee Chairs receive $7,500.162 $1,000 by telephone.163 Audit Committee members receive $5,000.164 Includes $60,000 in DSUs.165 Includes $37,500 in DSUs.166 $800 by telephone.167 Audit Committee and Human Resources Committee Chairs receive $18,000.168 $800 by telephone.169 Audit Committee and Human Resources Committee members receive $6,000.170 Flat fee.171 Directors can elect to receive up to 100% of their compensation in DSUs.172 $750 by telephone.173 Audit Committee Chair receives $12,000.174 $750 by telephone.175 Audit Committee members receive $3,500.176 Includes $15,000 in common shares or DSUs. Directors can elect to receive up to 100% of their compensation in equity.177 $1,000 by telephone. $3,000 for Board strategy sessions.178 Audit Committee Chair receives $15,000. Risk Committee Chair receives $10,000.179 $1,000 by telephone. 180 Audit Committee members receive $5,000. 181 Flat fee. Includes director retainer. Must take 50% of annual retainer in DSUs.182 Flat fee. At least 50% is paid in DSUs, except for directors residing in the U.S.183 Includes member retainer. Audit and Risk Committee Chair receives $90,000.184 Audit Committee member receives $20,000.185 $630 by telephone.186 Includes member retainer.187 $630 by telephone.188 Includes US$240,000 in DSUs.189 Includes US$90,000 in DSUs. Directors receive a minimum of 60%


58

of their annual retainer in DSUs and a maximum of 40% in cash.190 US$400 for written resolutions. US$4,000 for additional services per day.191 Includes member retainer. Audit Committee, Corporate Governance Committee, Nominating Committee and Special Committee Chairs receive $50,000.192 US$400 for written resolutions. US$4,000 for additional services per day.193 Flat fee. Includes $30,000 in DSUs.194 Flat fee. Includes $30,000 in DSUs; Directors must receive 30% of their annual retainer in DSUs.195 Audit Committee Chair receives $55,000.196 Flat fee. Can elect to receive 50% or 100% in DSUs.197 Directors must take 50% of their annual compensation in DSUs until the minimum ownership requirement is met. They may elect to receive either 50% or 100% of the annual retainer in DSUs or common shares thereafter.198 Includes member retainer. Audit Committee, Management Resources and Compensation Committee and Risk Committee Chairs receive US$38,000. Corporate Governance and Nominating Committee Chair receives US$25,000.199 Audit Committee, Management Resources and Compensation Committee and Risk Committee members receive US$8,000.200 Flat fee.201 Audit Committee Chair receives $15,000.202 $1,500 per meeting for shareholder relations committee and for special/ad hoc committees.203 Includes 5,600 RSUs or DSUs ($131,647).204 Includes 3,700 RSUs or DSUs ($86,831).205 Audit Committee Chair receives $17,500. Corporate Governance Committee Chair receives $12,500.206 $5,000 per meeting for Committee Chair.207 Flat fee. Must take 25% of compensation in DSUs.208 Annual retainer must be paid all in DSUs or 50% in shares until the minimum ownership requirement is met. Directors receive 25% of annual compensation in DSUs thereafter.209 $875 by telephone.210 Audit Committee Chair receives $10,000.211 $875 by telephone.212 Audit Committee members receive $5,000.213 Includes $25,000 in common shares.214 Includes $25,000 in common shares.215 Committee Chair retainer includes $12,500 in shares. Audit Committee Chair receives $27,500 in cash and $17,500 in shares ($45,000 in total).216 Committee member retainer includes $5,000 in shares. Audit Committee members receive $12,500 in cash and $7,500 in shares ($20,000 in total).217 Includes 14,600 DSUs ($243,382).218 Includes 6,600 DSUs ($110,022).219 Includes member retainer. Audit Committee Chair receives $22,000.220 Includes 5,000 DSUs (US$182,850). 221 Audit Committee and Corporate Governance Committee Chairs receive US$15,000.222 Audit Committee and Corporate Governance Committee members receive US$7,500.223 Equity awards are made to non-management directors on a discretionary basis by the Board.224 Includes member retainer. Audit Committee Chair receives $35,000. Compensation Committee Chair receives $25,000.225 Audit Committee members receive $25,000. Compensation Committee members receive $15,000.226 Includes $110,000 in DSUs.227 Includes $55,000 in DSUs.228 $1,000 by telephone.229 Audit Committee Chair receives $15,000. 230 $1,000 by telephone. Committee Chairs received $2,500 per regular meeting; $1,500 by telephone.231 Chair must receive a minimu of 40% of the annual retainer in DSUs until the minimum ownership requirement is met.232 Directors must receive a minimum of 40% of their annual retainer in DSUs until the minimum ownership requirement is met.

233 Audit Committee Chair receives $15,000.234 Flat fee.235 Flat fee.236 Board received per diem fees of US$1,500 for committee meetings held on days when no board meetings are held.237 Flat fee.238 Includes $50,000 in DSUs.239 Audit Committee Chair receives $25,000.240 Audit Committee members receive $6,000.241 Flat fee.242 Flat fee. Directors must take 50% of their annual compensation in DSUs, and may elect to receive any additional amount of their compensation, up to 100%, in DSUs.243 Audit Committee Chair receives $20,000.244 Flat fee.245 Directors must take 50% of their annual compensation in DSUs, and may elect to receive any additional amount of their compensation, up to 100%, in DSUs.246 Audit Committee Chair receives $10,000.247 $3,000 for Audit Committee meetings.248 Audit Committee members receive $4,000.249 Flat fee. Includes $100,000 in DSUs.250 Flat fee. Minimum 50% paid in DSUs with Directors electing either cash or DSUs for remaining 50%. Each new director receives a one- time initial retainer of CDN $150,000 in the form of DSUs.251 Audit and Risk Management Committee Chair receives $25,000. Compensation, Nominating and Governance Committee Chair receives $15,000.252 Flat fee. Includes director retainer, $75,000 in DSUs, and $100,000 in options.253 Flat fee. Includes $75,000 in DSUs, and $100,000 in options.254 Audit Committee Chair receives $25,000.255 Flat fee. Includes 4,000 DSUs ($141,240).256 Includes $80,000 in DSUs.257 $500 by telephone, if less than one hour.258 Audit Committee Chair receives $30,000. Compensation Committee Chair receives $20,000.259 $2,000 per meeting for the Committee Chair. Audit Committee Chair receives $3,000 per meeting.260 Flat fee.261 Includes $13,000 in DSUs.262 $750 by telephone.263 Audit Committee Chair receives $10,000.264 $750 by telephone.265 Audit Committee members receive $5,000.266 Flat fee. Includes $100,000 in common shares or DSUs.267 Flat fee. Includes $100,000 in common shares or DSUs.268 Audit Committee Chair receives $50,000. Conduct Review and Risk Policy Committee and Human Resources Committee Chairs receive $25,000.269 Flat fee. Includes $30,000 in DSUs.270 Includes $30,000 in DSUs. Non-Canadian residents paid in USD. 271 Audit Committee Chair receives $12,000. Management Resources and Compensation Committee Chair receives $8,500272 $1,000 advisory fee payable per day for special assignments.273 Flat fee.274 Additionally receive 2,000 DSUs. Directors must take annual compensation entirely in DSUs until the minimum ownership requirement is met.275 Audit Committee Chair receives US$10,000 and 1,000 DSUs.276 Audit Committee members receive US$4,500.277 Includes 3,000 DSUs ($62,805). Non-Canadian residents paid in USD.278 Audit Committee Chair receives $40,000.279 Directors receive compensation entirely in DSUs. In addition to total compensation, non-management Directors received $150,000 under the Helms-Burton Allowance.280 $1,000 by telephone.281 Audit Committee and Human Resources Committee Chairs receive $15,000.282 $1,000 by telephone. $2,000 for each committee meeting attended to a maximum of $4,000 payable in a 2 day period.283 Flat fee. Includes director retainer and $60,000 in DSUs.284 Flat fee. Includes $60,000 in DSUs.


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285 Payable quarterly. Audit Committee and Human Resources and Compensation Committee Chairs receive $25,000.286 Includes $86,000 in DSUs.287 Includes $86,000 in DSUs.288 $625 by telephone.289 Audit Committee Chair receives $16,000.290 $625 by telephone. $2250 for Audit Committee meetings; $925 by telephone.291 Includes $86,552 in DSUs.292 Directors receive compensation entirely in DSUs.293 Paid quarterly. Audit Committee Chair receives $12,000.294 Flat fee. Includes $55,000 in DSUs.295 Includes $55,000 in DSUs.296 Flat Fee. Includes $280,000 in DSUs.297 Includes $180,000 in DSUs.298 Audit Committee Chair receives $25,000. Human Resources and Compensation Committee Chair receives $15,000.299 Audit Committee members receive $6,000.300 Includes $100,000 in DSUs.301 Includes $40,000 in DSUs.302 Includes member retainer. Audit Committee Chair receives $22,000.303 $2,000 per meeting for the Committee Chair.304 Flat fee. Includes US$300,000 in DSUs.305 Includes US$150,000 in DSUs.306 US$800 by telephone.307 Includes member retainer. Audit Committee Chair receives US$35,000.308 US$800 by telephone.309 Audit Committee members receive US$10,000.310 Includes $300,276 in DSU/RSUs.311 Includes $100,092 in DSU/RSUs.312 Includes member retainer. Audit Committee Chair receives $26,000.313 Includes $235,000 in DSUs.314 Includes $100,000 in DSUs.315 Audit Committee Chair receives $20,000. Human Resources and Compensation Chair receives $15,000.316 Audit Committee members receive $3,000 per meeting.317 Audit Committee members receive $10,000.318 Includes $60,000 in DSUs until the minimum ownership requirement is met.319 $750 by telephone.320 Audit Committee Chair receives $15,000. Compensation Committee Chair receives $12,000.321 $750 by telephone.322 Includes $26,637 in options.323 Includes $26,637 in options.324 Audit Committee Chair receives $20,000. Human Resources and Compensation Chair receives $12,000.325 Flat fee. Includes $150,000 in DSUs.326 Flat fee. Includes $90,000 in DSUs. Minimum of 60% of fees (excluding equity grant) payable in DSUs or shares until ownership requirement is met.327 Audit Committee Chair receives $40,000.328 Non-employee directors (excluding the Chairman) receive an additional $1,500 for each special meeting in excess of five special board or committee meetings held during the fiscal year. The Audit Committee Chair will receive an additional fee of $5,000 (members will receive $2,500) for attending a meeting to review and recommend the annual financial statements of the bank’s federally regulated financial institution subsidiaries and insurance subsidiaries for approval by their respective board of directors.329 Committee member retainer only payable to directors holding more than one committee membership.330 Flat fee. Includes $35,000 in DSUs.331 Includes US$35,000 in DSUs. Canadian directors paid in CAD, U.S. Directors paid in USD.332 US$750 by phone. Directors are entitled to a fee of US$1,500 per day for speical attendance at and advice to the Corporation as authorized by the Chairman.333 Audit Committee Chair receives US$15,000.334 US$625 by phone. Directors are entitled to a fee of US$1,500 per day for speical attendance at and advice to the Corporation as authorized by the Chairman.

335 Includes 3,200 DSUs ($67,408).336 Includes 3,200 DSUs ($67,408).337 Audit and Risk Committee and Human Resources and Compensation Committee Chairs receive $25,000.338 Paid quarterly. Includes $15,000 in DSUs.339 $1,000 by telephone.340 Audit Committee Chair receives $15,000.341 $1,000 by telephone.342 Audit Committee members receive $5,000.343 Includes $230,000 in DSUs.344 Includes $85,000 in DSUs. U.S. residents receive the same amount in USD.345 $3,000 per meeting for the Board Chair. 346 $1,000 by telephone. 347 Audit Committee and Human Resources Committee Chairs receive $10,000.348 $1,000 by telephone.349 $850 by telephone.350 $850 by telephone. $2,500 per meeting for the Committee Chair (in person), $850 by telephone. 351 Flat fee.352 Audit Committee Chair receives $12,000.353 Flat fee. Includes director retainer, $400,000 in DSUs.354 Flat fee. Includes $220,000 in DSUs.355 Paid quarterly. Audit and Risk Committee Chair receives $50,000. Talent and Compensation Committee, Operations Committee, and Finance and Transactions Committee Chairs receive $20,000.356 Paid quarterly. Audit and Risk Committee, Operations Committee, Talent and Compensation Committee, and Finance and Transaction Committee members receive $12,500.357 Flat fee. 50% must be taken in DSUs until the minimum shareholding requirement is met.358 Flat fee. 50% must be taken in DSUs until the minimum shareholding requirement is met.359 Audit Committee Chair receives $20,000. Compensation Committee Chair receives $15,000.360 Flat fee. Includes $87,500 in DSUs.361 Includes $30,000 in DSUs.362 Audit Committee Chair receives $15,000. Human Resources and Compensation Committee Chair receives $12,000.363 Includes $75,000 in DSUs.364 Includes member retainer.365 Includes $300,000 in common shares or DSUs.366 Flat fee. 25% must be taken in DSUs until the minimum ownership requirement is met.367 Audit Committee Chair receives $15,000.368 Includes $87,500 in DSUs.369 Audit Committee and Compensation Committee Chairs receive $20,000.370 $1,750 per meeting for members of the Governance Committee and Sustainability Committee (the Committee Chair receives $1,500 per meeting). $2,250 per meeting for members of the Audit Committee and Compensation Committee (the Committee Chair receives $2,000 per meeting).371 Includes $37,450 in RSUs.372 Flat fee. Includes $18,725 in RSUs.373 Audit Committee Chair receives $20,000. Financing Committee Chair receives $50,000.374 $1,500 per meeting for the Finance Committee. $1,000 for telephone meetings.375 Audit Committee members receive $8,250. Financing Committee members receive $30,000.


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2012 canadian spencer stuart board analysis

meThodologiCal noTeS

Spencer Stuart’s CSSBI100 is a group of leading, publicly-traded Canadian headquartered companies, selected from a broad range of sectors. All the companies met the following inclusion criteria:

> generated at least $1 billion in revenue in its most recent fiscal year;

> have Canadian operations;

> at least 30% of its board directors are resident Canadians.

To make appropriate comparisons, we grouped the companies into two categories based on revenue size: the 52 CSSBI100 companies with revenues between $1 billion and $5 billion (referred to as the “smaller CSSBI100”) and the 48 CSSBI100 companies with revenues over $5 billion (referred to as the “larger CSSBI100”).

The data underpinning the results of the 2012 CSSBI were derived from the following sources:

> Management Information Circulars (referred to as Information Circulars) Annual Information Forms and Annual Financial Statements, filed with SEDAR from December 2011 to August, 2012;

> Spencer Stuart’s proprietary U.S. Boards Database for our comparisons between the Canadian and 434 U.S. S&P 500 firms in the same revenue range (referred to as the “comparable U.S.” firms).

DirectorCompensation: Throughout the CSSBI, we relied on medians for the analyses of director compensation across the CSSBI100 and comparisons with the comparable U.S. firms. The portions of equity and cash that made up director retainers were estimated based on the percentages of each that were offered by the CSSBI100 and comparable U.S. firms. All values appear in Canadian dollars unless otherwise noted.

EquityCompensation: Our analyses included the dollar value of equity (common shares, deferred and restricted stock units –“DSUs” and “RSUs”– and stock options) granted to directors. When the equivalent dollar values of equity were not stated by the company (either in their Information Circulars or Annual Financial Statements), we valued the equity using the appropriate market price for the date on which the shares were granted; Black-Scholes was used to value options. Our approach has allowed us to present full-value analyses of director compensation, including all forms of applicable compensation.

ChangesintheCSSBI100: Care was taken to ensure that reported trends were statistically valid by accounting for year-over-year (or overlap) changes in the composition of the CSSBI100, referred to as the “constant set of companies.”

Editor’s Note: Spencer Stuart makes all reasonable and good faith efforts to verify and reference the source of the information contained in the CSSBI.However, we cannot guarantee that it is complete, accurate, or error-free. Therefore, the information contained in the CSSBIis provided without warranty, whether expressed or implied, of any kind.

61

spencer stuart publications and directors on the movetm

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NewDirectionsinBoardCompensation CEOSuccession InstitutionalInvestorsandBoardsofDirectors:ADialogue NewDirectionsinBoardEvaluation TheBoard’sRoleinMergers,AcquisitionsandDivestitures TheRoleoftheNon-ExecutiveChairman CEOSuccession,SelectionandLaunch Leadership BeinganEffectiveInternetDirector TheLimitsofInnovation AreNominatingCommitteesNext?

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AmsterdamGabriel Metsustraat 91071 DZ AmsterdamThe NetherlandsT 31 (0) 20.305.73.05F 31 (0) 20.305.73.50

Atlanta2600 Resurgens Plaza945 E. Paces Ferry RoadAtlanta, Georgia 30326United StatesT 1.404.504.4400F 1.404.504.4401

BarcelonaRambla de Catalunya, 8908008 BarcelonaSpainT 34.93.487.23.36F 34.93.487.09.44

BeijingUnit 2626China World Tower#1, Jianguomenwai AvenueBeijing 100004China (People’s Republic)T 86.10.6535.2100F 86.10.6505.1032

BogotaCarrera 9A No. 99-02Primer PisoBogotaColombiaT 571.618.2488F 571.618.2317

Boston21 Custom House Street, 8th FloorBoston, Massachusetts 02110United StatesT 1.617.531.5731F 1.617.531.5732

BrusselsPark Lane, Culliganlaan 2Building F, 2nd Floor1831 DiegemBelgiumT 32.2.732.26.25F 32.2.732.19.39

BudapestRiadó u. 12H-1026 BudapestHungaryT 36.1.200.08.50F 36.1.394.10.97

Buenos AiresTorre Alem PlazaAv. Leandro N. Alem 855 4°C1001AAD Buenos AiresArgentinaT 54.11.4310.9100F 54.11.4313.2299

CalgaryCalgary Place ISuite 2325, 330 - 5 Avenue SWCalgary, AlbertaT2P 0L4T: 1.403.538.8658F: 1.403.538.8656

Chicago353 N. Clark, Suite 2500Chicago, IL 60654United StatesT 1.312.822.0080F 1.312.822.0116

Copenhagen3 LarsbjoernsstraedeDK-1454 Copenhagen KDenmarkT 45 3337 7188F 45 3332 4370

Dallas13355 Noel Road, Suite 1200Dallas, Texas 75240United StatesT 1.214.672.5200F 1.214.672.5299

DubaiSpencer Stuart (Middle East)LimitedGate Village 10, Level 4Dubai International Financial CentreP.O. Box 482050Dubai, United Arab EmiratesT 971.4.426.6500F 971.4.426.6501

FrankfurtSchaumainkai 6960596 FrankfurtGermanyT 49 (0) 69.61.09.27.0F 49 (0) 69.61.09.27.50

GenevaICC Building (Block H)Route de Pré-Bois 201215 Geneva 15Switzerlandtel: +41 22.312.36.38fax: +41 22.312.36.39

Hong KongRoom 3318, Jardine House1 Connaught Place, CentralHong KongT 852.2521.8373F 852.2810.5246

Houston1000 Main Street, Suite 2700Houston, Texas 77002United StatesT 1.713.225.1621F 1.713.658.8336

IstanbulSpencer Stuart Yönetim Danismanligi Limited SirketiHakki Yeten Cad. Selenium Plaza No: 10/c Kat: 634349 Fulya, BesiktasIstanbul TurkeyTel +90 (212) 381-8622

JohannesburgFirst Floor, Yellowwood HouseBallywoods Office Park33 Ballyclare DriveBryanstonSouth AfricaT 27.11.557.5300F 27.11.463.3371

London16 Connaught PlaceLondon W2 2EDUnited KingdomT 44 (0) 20 7298.3333F 44 (0) 20 7298.3388

Los Angeles10900 Wilshire Boulevard, Suite 800Los Angeles, California 90024United StatesT 1.310.209.0610F 1.310.209.0912

MadridOquendo, 2328006 MadridSpainT 34.91.745.85.00F 34.91.561.42.75

MelbourneLevel 35, 101 Collins StreetMelbourne, Victoria 3000AustraliaT 61.3.8661.0100F 61.3.8661.0180

Mexico CitySpencer Stuart S de RL de CVEdificio Reforma PlusPaseo de la Reforma 2620Piso 10, Colonia Lomas Altas11950 Mexico, DFMexicoT 52.55.5002.4950F 52.55.5281.4184

Miami355 Alhambra Circle, Suite 1300Coral Gables, Florida 33134United StatesT 1.305.443.9911F 1.305.443.2180

Milan12, Via Visconti di Modrone20122 MilanItalyT 39.02.771251F 39.02.783519

Minneapolis/St. Paul225 S. Sixth Street,Suite 2750 Minneapolis,Minnesota 55402United StatesT 1.612.313.2000F 1.612.313.2001

MontrealTour Scotia1002, rue Sherbrooke OuestSuite 2500Montreal, Quebec H3A 3L6CanadaT 1.514.288.3377F 1.514.288.4626

MumbaiAvantha House, 11th FloorDr. Annie Besant Road, WorliMumbai 400 030IndiaT 91 22 6616.1414F 91 22 6616.1444

MunichLeopoldstrasse 11 B80802 MunichGermanyT 49 (0) 89.45.55.53.0F 49 (0) 89.45.55.53.33

New DelhiPegasus One, Block B 3rd FloorDLF Golf Course RoadSector 53Gurgaon 122 002IndiaT 91.124.485.4444F 91.124.485.4455

New York277 Park Avenue, 32nd FloorNew York, New York 10172United StatesT 1.212.336.0200F 1.212.336.0296

Orange County2020 Main Street, Suite 350Irvine, CA 92614United States of AmericaT 1.949.930.8000F 1.949.930.8001

Paris83, avenue Marceau75116 ParisFranceT 33 (0) 1.53.57.81.23F 33 (0) 1.53.57.81.00

PhiladelphiaOne Commerce Square2005 Market Street, Suite 2350Philadelphia, Pennsylvania 19103United StatesT 1.215.814.1600F 1.215.814.1681

PraguePraha City CenterKilmentská 46CZ-110 02 Prague 1Czech RepublicT 420.221.411.341F 420.222.233.087

Rome7, Via A. Kircher00197 RomeItalyT 39.06.802071F 39.06.80207200

San Francisco525 Market Street, Suite 3700San Francisco, California 94105United StatesT 1.415.495.4141F 1.415.495.7524

SantiagoAvda. Isidora GoyenecheaNo. 3162, 2º Piso of. 202Las Condes, SantiagoChileCodigo Postal (6760215)T 56.2.940.2700F 56.2.249.7883

Sao PauloAv. Major Sylvio de MagalhãesPadilha, 5200Miami Building – 2nd floor05693-000 Sao Paulo, SPBrazilT 55.11.3759.7700F 55.11.3759.7736

Seattle126 NW Canal StreetSeattle, WA 98107United States of Americatel: 1.206.224.5660fax: 1.206.224.5661

ShanghaiRoom 501, One Corporate Avenue,222 Hu Bin Lu,Shanghai 200021,China (People’s Republic)T: +86 21.2326.2828F: +86 21.2326.2888

Silicon Valley2988 Campus Drive, 3rd FloorSan Mateo, California 94403United StatesT 1.650.356.5500F 1.650.356.5501

Singapore10 Collyer Quay #39-06/10Ocean Financial CentreSingapore 049315T 65 6586.1186F 65 6586.1187

StamfordTwo Stamford Plaza, 14th Floor281 Tresser BoulevardStamford, Connecticut 06901United StatesT 1.203.324.6333F 1.203.326.3737

StockholmSergels Torg 12, 6th floorSE-111 57 StockholmSwedenT 46.8.534.801.50F 46.8.534.801.69

SydneyLevel 33, Gateway1 Macquarie PlaceSydney, New South Wales 2000AustraliaT 61.2.9240.0100F 61.2.9240.0180

TokyoKawakita Memorial Building, 8F18 Ichibancho Chiyoda-ku, Tokyo102-0082JapanT 81.3.3238.8901F 81.3.3238.8902

TorontoOne University Avenue, Suite 1900Toronto, Ontario M5J 2P1CanadaT 1.416.361.0311F 1.416.361.6118

ViennaMarc-Aurel-Strasse 4/141010 ViennaAustriaT 43.1.36.88.700.0F 43.1.36.88.777

WarsawUl. Mysia 500-496 WarsawPolandT 48.22.321.02.00F 48.22.321.02.01

Washington, D.C.The Willard Office Building1455 Pennsylvania Avenue N.W.Suite 200Washington, DC 20004United StatesT 1.202.639.8111F 1.202.639.8222

ZurichHottingerstrasse 17-218032 ZurichSwitzerlandT 41.44.257.17.17F 41.44.257.17.18

© 2012 Spencer Stuart. All rights reserved. For information about copying, distributing and displaying this work, contact [email protected].

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notes

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Amsterdam

Atlanta

Barcelona

Beijing

Bogota

Boston

Brussels

Budapest

Buenos Aires

Calgary

Chicago

Copenhagen

Dallas

Dubai

Frankfurt

Geneva

Hong Kong

Houston

Istanbul

Johannesburg

London

Los Angeles

Madrid

Melbourne

Mexico City

Miami

Milan

Minneapolis/St. Paul

Montreal

Mumbai

Munich

New Delhi

New York

Orange County

Paris

Philadelphia

Prague

Rome

San Francisco

Santiago

Sao Paulo

Seattle

Shanghai

Silicon Valley

Singapore

Stamford

Stockholm

Sydney

Tokyo

Toronto

Vienna

Warsaw

Washington, D.C.

Zurich

www.spencerstuart.com

Board Trends and Practices of Leading Canadian Companies

Canadian Spencer Stuart Board Index2012

17th Edition

2012C

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