Corporate Board Governance and Director Compensation in Canada

A Review of 2012

Corporate Board Governance and

Director Compensation in Canada

$110.00 per copy © Korn/Ferry International, January 2013All rights reserved. No part of the contents of this report may be reproduced or transmittedin any form or by any means without the written permission of the Publisher.

This report is also available in French.

Corporate Board Governance and Director Compensation in Canada A Review of 2012 | 1

Table of Contents

The Surveyed Companies 2

Special Report: Improving the Board Composition Planning and Director Selection Processes 6

Board Independence 18

Board Composition 26

Board Size 34

Board Assessments, Director Selection and Director Development 36

Meetings and Attendance 40

Board Committees 44

Director Compensation 48

Board Chair Compensation 54

Lead Director Compensation 58

Committee Chair Compensation 60

Committee Member Compensation 66

Stock-Based Compensation 70

Compensation Summary 74

Director Share Ownership 76

Company Data 81

End Notes 92

Korn/Ferry International 95

Patrick O’Callaghan and Associates 97

The Surveyed Companies

2 | Corporate Board Governance and Director Compensation in Canada A Review of 2012

The Most Comprehensive Canadian Governance Study


• The data is collected from publicly traded equities and income trusts that were on one or more of the following lists:

* The Financial Post Top 225 (June 2012)

* The Report on Business Top 225 (July 2012)

* The S&P/TSX Composite Index (at any time during 2011)

• Income trusts have been included in the S&P/TSX Composite Index since 2005. We incorporated them into this annual Review starting in 2006, at which time they comprised 24% of our sample. However, there has been a decline in the number of income trusts in the sources from which we draw our sample, likely due to the changes in income tax rules in 2011. Only 6% of the 298 organizations in this year’s Review are income trusts, and, with this reduction, we are no longer comparing equities to income trusts. The 18 income trusts that remain are incorporated into the data presented throughout this Review.

• We draw data from annual reports, management proxy circulars and annual information forms for fiscal year-ends in late 2011, or the first few months of 2012. All references to “2011” data include data for year-ends in early 2012.

• All figures reported in United States dollars have been converted to Canadian dollars at an exchange rate of 0.99, which was the average exchange rate for 2011.

• All fractions have been rounded off to the nearest whole number, thus all totals do not add up to exactly 100%.

• Where this report uses comparative U.S. data, it is drawn from the following sources:

° Director Compensation Report 2011-2012, a publication of the National Association of Corporate Directors in collaboration with Pearl Meyer & Partners. This study is based on 1,400 companies with fiscal year-ends between February 1, 2010 and January 31, 2011 with revenues over US$50 million.

° 2012-2013 Public Company Governance Survey, a publication of the National Association of Corporate Directors. This study is based on insights from 1,000 public company directors and the proxy data from 2,800 public companies.

We are pleased to present the most comprehensive review of public issuer governance data

available in Canada. This twentieth annual report examines governance in Canadian companies

and includes our special report, Improving the Board Composition Planning and Director

Selection Processes. Our commitment is to provide directors and trustees with accurate

and relevant Canadian data across a wide spectrum.

The Most Comprehensive Canadian Governance Study


Terminology and Standards Used Throughout this Report

• Size

Most tables in this report compare results between companies within asset groups. The short forms “M” for millions of dollars and “B” for billions of dollars are used in the tables.

• Comparisons

Where tables present data by year, the data is given for 2011, 2010 and 2002, or the first year we began tracking the particular subject. This allows readers to compare between the two most recent years, and also to see how the subject has changed over time.

• RegulatoryDocuments

- Where we use “CSA disclosure requirements”, we are referring to the Canadian Securities Administrators’ National Instrument 58-101, Disclosure of Corporate Governance Practices.

- Where we use “CSA governance guidelines”, we are referring to the Canadian Securities Administrators’ National Policy 58-201, Corporate Governance Guidelines.

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

Breakdown of Research Sample by Assets and Industry Group

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

Consumer Discretionary 2 4 17 8 31 10%

Consumer Staple 0 1 6 4 11 4%

Energy 7 5 32 20 64 21%

Financials 1 0 19 33 53 18%

Health Care 3 1 1 1 6 2%

Industrials 1 7 14 6 28 9%

Information Technology 1 4 4 1 10 3%

Materials 19 23 29 10 81 27%

Telecommunication Services 0 0 2 2 4 1%

Utilities 0 0 5 5 10 3%

All 34 45 129 90 298 98%

Percent* 11% 15% 43% 30% 100%


Special Report:

Improving the Board Composition Planning and Director Selection Processes

• IndependentDirectors

Where we refer to directors as “independent”, we are basing the categorization on the company’s assignment of the term to individual directors under the definition in the CSA disclosure requirements.

• DirectorsandTrustees

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

• TypesofOrganizations

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

• IncomeTrustNames

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

• Retainers

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

• CompensationbasedonShares,TrustUnitsandEquivalents

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

• Korn/Ferry International and Patrick O’Callaghan and Associates surveyed 132 Board Chairs, Directors and CEOs to produce this special report, which can be found on pages 6 to 17. Respondents were either personally interviewed or completed an online survey.


Special Report

Improving the Board Composition Planning

and Director Selection Processes


Introduction

Board composition is at the heart of board effectiveness. Over the past 20 years, directors have told Korn/Ferry International and Patrick O’Callaghan and Associates that no matter what challenges the board is facing, its effectiveness depends on the right mix of skills, experience, backgrounds and personalities. As executive search professionals engaged in assisting boards in all aspects of the director selection process, we have observed significant changes in the director recruitment process over the last decade. This past Spring, we surveyed or interviewed 132 directors across Canada to assess their views and experience regarding the selection of directors, and gathered their comments about current and future challenges. The following are typical of the comments we heard:

The board cannot be effective without the right people. “Governance” is pretty theoretical without directors who have the skills and understanding to provide effective oversight and add strategic value in a cooperative but challenging environment.

There has been a dramatic change in the manner in which boards recruit directors. In fact this may be one of the areas that has changed most significantly in the last fifteen years, and based on the board’s expanded role and impact, this was a necessary change and should be no surprise.

Dramatic and Significant Changes

This survey was designed to look at change in the board composition planning and director recruitment processes. Directors reported that dramatic change has occurred in all aspects of these processes.

Early Planning 87%

observed improvements in the processes boards use to plan their ideal composition and to develop criteria for director selection.

Candidate Attraction 42% reported boards have changed the processes they

use to approach and attract potential candidates.

CEO Role 76%

reported the CEO’s role in planning the board’s composition and director selection process has changed.

New Candidate Pools 65%

reported seeking director nominees in new or different pools of candidates.

Candidate Identification 74%

observed improvements in the processes used to identify potential candidates.

Candidate Assessment 56%

observed improvements in how boards assess potential candidates.


These changes are entirely understandable. Directors are more actively engaged in developing and approving corporate strategy and assessing risk. They are expected to have a comprehensive understanding of the organization’s business and industry. Board leadership roles are much more demanding. Boards are being held more accountable for the performance of their organizations and their leaders. Compensation is significantly higher and the role of a director is more time consuming. There is growing recognition that board diversity brings valued, new perspectives and improves board decision-making. Regulators and shareholders are increasingly interested in board composition and there is an emphasis on greater transparency and more comprehensive reporting around director backgrounds and the director selection process. Suncor Energy Inc. provides a particularly good example of comprehensive and effective disclosure of its practices in its Management Proxy Circular dated March 1, 2012. (visit www.sedar.com for a copy) Its report outlines both the breadth and depth of their process succinctly.

Regardless of which aspect of board composition planning and director selection we discussed with directors, there was a sense that the change has involved a movement from “a very relaxed and informal, almost ‘ad hoc’”, process to one that has become increasingly more “rigorous” or “disciplined”. In fact, 58% considered director selection as one of the most critical functions of the board, so it is no surprise it is being approached with increasing formality and discipline.

We used to take a very casual approach to choosing directors. The process was led by the CEO and the board really just followed his lead. Our board took control of the process in the late nineties but it wasn’t really until the last five years that we have really invested the time and effort that director selection deserves.

The improvement is not a change in process. The same activities take place in terms of search, interviews, etc. but our board approaches the process with much greater depth and seriousness.

The majority of the directors we surveyed indicated their boards have adopted a more strategic, deliberate, structured and disciplined approach to director selection. The challenge is to ensure the new processes include mechanisms to allow boards to assess the softer behavioural qualities that ultimately determine how effective a particular director will be as part of the team, and how the new director will contribute to overall board effectiveness.

Early Planning - A Deeper and Wider Board Composition Assessment to Develop Criteria for New Directors

Eighty-seven percent of directors reported improvement with regard to how boards plan their ideal composition and develop criteria for director selection.

The use of a board composition and planning matrix exemplifies the evolution of this process. The early matrices were a clear way to lay out some basic categories such as age, gender, geographic location, general field of experience/expertise and then develop a picture of how well the board was represented in those categories. Building and completing the matrix was a fairly quick process and the matrix was not frequently revisited, generally only when a director vacancy was imminent.

Today’s board composition and planning matrix has changed significantly. Most boards now begin the process using a “blue sky approach”. One director explained how her board begins the process:

Several years ago, our governance committee looked at the company’s operations and strategy and then designed a board matrix based on the ideal skills and experience we required to provide effective oversight and to add value as management develops longer-term strategy and assesses risk. We started with a blank sheet and each year since we have adjusted the matrix based on our long-term strategic objectives. We discuss this annually with the full board and outline our current and future gaps. This is the foundation document for planning director selection.


Many directors indicated the descriptive categories, used to describe the required criteria, drill down to a much deeper level of detail than they had previously and are closely linked to the strategic objectives of the organization.

We’ve worked hard on our skills matrix over the past five years. It is updated annually with thought to our strategic direction. The matrix is constantly modified and is very detailed.

We are more conscious of keeping the skills matrices current, using input from the director self assessment process, the Chair, the CEO and senior management. We do this to ensure we have appropriate skill sets and they are consistent with our current plans and strategies. It has been almost revolutionary. In the last 10 years, nearly all the boards on which I have been a member have started to focus on well-defined skill sets in a more thoughtful and objective manner.

Of those noting improvement in the board composition planning and director selection planning processes, 58% told us the processes include the use of a matrix. However, some directors cautioned that the value of this tool depends upon thoughtful implementation. It can easily become a “box-ticking” process rather than something that truly adds insight. They cautioned boards to guard against defaulting to the hunt for a perfect “paper candidate” through the use of a matrix. Fit with the culture and personality of the board is equally important.

Boards take the development of the skills matrix far more seriously than in the past. They look at the skills across the whole board and any holes are a serious issue. I have also seen a growing desire to add to the matrix the sense of culture fit with the board and management. No matter the skills, if the prospective director cannot fit with the board culture, he or she will not be a success.

Other key changes at the early planning stage include:

• The role of the governance and nominating committee has expanded enormously over the past decade. This committee has the responsibility for leading the board through a comprehensive evaluation of the board’s current composition.

Many directors emphasized the need for a thorough review of board composition at least on an annual basis.

We look at board succession with the same rigour as we look at management succession.

• Many boards have a comprehensive map that is usually separate from the board skills matrix. This map examines age, length of service, retirement date, terms, gender and any important representational requirements. Some boards combine this information into a master matrix. The map provides an advanced alert system and a guide for the timing of potential changes. Boards are looking at their requirements two or three years ahead so that they can effectively plan for potential leadership and committee changes and begin identification of potential candidates much earlier than traditionally has been the case.

• The ideal board composition plan is closely tied to the organization’s current operating activities, strategic objectives and the need for the director to understand and assess risk. What skills and experience are required on the board if the board is to add value? Directors have recognized that major or significant changes in strategic objectives have an impact on the ideal composition of the board.

For the first time in my experience as a director, our board early-retired two directors who simply didn’t have the knowledge and experience we needed at this stage in the company’s development.

• Boards are much more open to considering a multitude of inputs when reviewing board composition. They consider input from board evaluations, committee and peer evaluations, the CEO, the board chair, the governance and nominating committee, executive search firms and, more frequently, the input from key shareholders and stakeholders.


• Boards are giving serious consideration to diversity issues. Directors widely reported a focus on diversity including age, gender and ethnic background as they recognize the benefits of a diverse board, the economic impact of diversity and the message diversity sends to employees, customers, shareholders and other stakeholders.

With the skills matrix we have more filters – geographic requirements, technical requirements, ethnic, gender – however we are careful not to compromise skill and experience requirements.

• Annual disclosure regarding directors’ backgrounds, attendance, compensation and the manner in which the directors are appointed and assessed is becoming much more comprehensive. Suncor Energy Inc.’s 2012 Management Proxy Circular, mentioned previously, is an excellent example and provides a very thoughtful and informative description of their director recruitment process. The improvement in disclosure documents has increased directors’ awareness around what constitutes an effective process.

Casting a Wider Net to Identify Prospective Directors

Seventy-four percent of directors observed improvements in the processes used to identify potential director nominees. A rigorous planning process has led to an equally rigorous process to identify prospective directors. The carefully designed candidate profile is rarely filled today by a quick review of the current board’s networks. Most directors recognize that implementing a short-cut approach is a missed opportunity and may have a serious negative impact on the quality of the board. Directors used many ways to describe this change; they spoke of “casting a wider net” or “putting more horses in the race” or using a “wider lens” to describe their efforts to expand their searches, but they also broadened the field of people who contribute potential candidates for consideration.

We are evolving from choosing potential directors whom we know, to looking at people with deeper and broader experience than ourselves. There can be a reluctance to tamper with chemistry but we all recognize the need to reach out for more and better candidates.

Today’s best practices in identifying prospective directors involve a variety of steps and individuals. The search starts with developing a candidate profile, a process that ensures the board is on the same page with regard to the skills, background and experience required. The next critical step is to develop a search strategy that casts a broad net over the candidate pools that may have potential directors with the identified criteria required.

The development of a search strategy is critical to a successful search. Our board engages an executive search firm to help us through all the stages of the director search and this inevitably leads us to casting a much broader net than we could using our own networks.

Directors are increasingly experienced at developing a search strategy that takes boards well beyond the traditional sources of candidates. Sixty-five percent of directors reported they are seeking candidates from different pools than they did in the past. Another 29% told us their boards are not yet looking at new pools of candidates, but they need to.

Historically we focused on people who had been a CEO of a large company. Today we look at second and third line executives with significant operating and/or functional responsibilities. We like at least half the board to have some kind of link to our industry, but it is important to have fresh perspectives of people from similar but different environments. We look at leaders of professional groups, associations, universities and politics. Once the search criteria is established, we push ourselves to think as broadly as we can.


Filling the Net: The Search Has Expanded, But Is It Easier?

Directors told us that although they are “casting their nets wider” to seek candidates, this broadening of the search has not necessarily made it easier to complete. Fifty-one percent of directors told us it is more difficult to identify directors with the skills, experience and backgrounds they are targeting, and only 13% of directors are finding it easier than the old “ad hoc” process.

The difficulty is not surprising and stems from several reasons:

• potential directors are taking on fewer board memberships, therefore more individuals are required to fill the vacancies;

• potential directors are scrutinizing potential directorships carefully and in some cases taking themselves out of the running;

• there is still some resistance to seeking people outside of a known network – the planning and preparation move along, but when it comes to actually looking outside the usual circles, some boards still end up reverting to familiar faces;

• looking to new pools of directors means that some candidates, who are considering their first major board memberships, are not yet “on the radar” so they are more difficult to locate and not effective at making themselves known;

• boards are still learning how to assess the more complex backgrounds they are seeking, compared to “generalist” directors. This takes more work and candidates can be overlooked; and

• while boards recognize the need to broaden their search, there is still hesitation on the part of some to accept new sources, or below C-suite level executives, as viable places to find highly qualified and acceptable candidates.

While the search can be difficult, especially for the smaller or lesser-known boards, there are steps boards can take to make it easier:

• trust the process and resist the urge to say “we tried, but there is no one out there” – continue putting the same kind of discipline and scrutiny that was used to develop the candidate profile into identifying and seeking sources of candidates;

• directly challenge and test your own assumptions every time you determine a certain candidate pool isn’t appropriate;

• commit to early and continual planning, and maintain a regularly reviewed evergreen list; directors should always be on the lookout for potential new board members, even if they are looking several years ahead, and then work to develop relationships with those individuals; and

• seek expert assistance; the majority of directors we surveyed told us that search firms helped them to find the candidates outside their networks and ensure they truly looked at a wide range of viable candidates.

As you look into the future, what do you predict to be the new skills, experience and backgrounds that boards might be seeking in the next 10 to 15 years?

Globalexperienceandcontacts 28%Newtechnology/digital/socialmedia/ITsecurity 24%Riskmanagementmindset/experience 18%Humanresources/compensation 18%Strategicthinkers/strategydevelopmentexperience 15%Finance(especiallycomplexissues) 11%


Executive Search Firms

Most directors indicated the use of an executive search firm assisted them in broadening the candidate pool and introducing candidates that would not have been identified by the board’s networks.

The use of search firms has taken the reach well outside those we know personally. This provides greater confidence that the right person will be picked after we have looked at a wide range of possibilities.

Half of the directors we interviewed told us the most significant change in how boards identify potential nominees is that they are using executive search firms. International executive search firms generally have offices throughout the world, and have the capacity to introduce candidates who aren’t the “usual suspects” from the expected sources. They also develop strong relationships with many potential directors and executives and have a good sense of who would be both a qualified and interested candidate.

We’ve had success with search firms. They have the extended networks to find the people who fit the bill and want to sit on a board, and the firms can check them out pretty extensively too.

In recruiting a director, the board seeks some combination of specific knowledge and skills that complements the board and adds proficiency. Executive search firms work with boards to define these targeted experiences and to design research strategies that meet these objectives. Key considerations in the development of director candidates include the availability to serve on the designated dates, freedom from conflicts of interest, capacity for the time commitments to be successful and expectations matched with a candidate’s own ambitions. These are critical to vet early in the navigation process toward a potential director and search firms are organized to gather and develop this information as part of their process.

Finally, executive search firms have extensive resources to reference candidates from different perspectives, including the ability to get very candid feedback, and they can play an important role in the introduction, assessment and finally the director attraction process.

Search firms bring us individuals we would never have thought of or considered. They enable us to accumulate an evergreen list because they continually keep track of who is going where and what their ambitions are. We don’t place much emphasis on the board’s personal networks. Usually names that originate here don’t correspond with gaps in our skills matrix.

When we recruited our last director, the search firm worked with us starting right from reviewing and updating our matrix. We really needed someone with specific international experience and connections, and we ended up with excellent candidates to consider, all of whom were completely outside our own networks.

Starting Early

Directors also discussed the value of identifying and approaching candidates well in advance of the time the board has an opening, or before that potential director is available for appointment.

We have an evergreen list of potential director candidates, but it goes beyond just putting some interesting names on a list. Whenever possible our board likes to begin conversations with potential candidates several years in advance. This allows us to indicate our interest early to an attractive candidate who may not be able to join our board immediately but may be retiring or coming free from some other commitment in the next few years. It also allows us to get to know the candidate over a longer period of time and with greater flex-ibility around meetings with current directors and the CEO. It helps us describe our story and it gen-uinely assists the potential director in learning about our company and gaining confidence in how he or she can make a contribution.

Half of the directors we interviewed told us the most significant change in how boards identify potential nominees is that they are using executive search firms.


Naturally, this can only be done if there has been thoughtful early planning and preparation by the governance and nominating committee. In fact, it requires a governance and nominating committee that is very proactive and well organized. These discussions must be approached carefully as they are not a promise from either party for a future board seat, but rather a discussion of mutual interest. Boards also need to make sure they don’t get too wedded to the idea of this being the perfect candidate. Thorough process is still important, even when there are strong candidates identified very early. It is important the full board understands this process and is kept well informed along the way.

Our governance committee and HR work together to develop a candidate database, and they also get input from our main shareholders and the senior management team. This is ongoing, not just for a specific search. It is always a work in progress.

The Role of the CEO

There was widespread opinion that identifying a prospective director used to be almost entirely the CEO’s decision. However, 76% of directors told us today’s CEOs are less engaged in directing the process, although their views are important and have an impact on the selection process.

Before, the CEO used to drive the process. Today, he/she is in the passenger seat (but not the back seat).

This does not mean the CEO is disconnected from the process. More than half of those who told us the CEO’s role has changed, noted the CEO is still relied upon to support the process and provide input. In many cases the CEO is able to identify strong potential nominees. The candidate’s chemistry and fit with the CEO are still an important consideration, and several directors noted that their CEOs have a “soft” veto.

The Challenge of Attracting New Director Candidates

Forty-two percent of directors reported boards have changed the processes they use to approach and attract potential candidates. Just identifying potential directors isn’t enough—boards also have to work to differentiate themselves from other organizations to attract talented candidates. Board work is more time consuming and more challenging than it used to be. Directors want to focus their efforts where they will make a real contribution to an organization that has strong leadership, a well-planned strategic direction and effective, transparent governance.

I think you attract the best directors because you have a dynamic business, strong strategy, an excellent management team and a strong board. Near the end of the process, offer the candidate lots of access to senior management and other directors to help emphasize this.

As mentioned earlier, one way that boards differentiate themselves is through early contact with potential directors. Early identification and a long lead time demonstrate interest on behalf of both parties, and give both parties plenty of time to assure themselves there is a good fit. Early contact gives candidates the time to understand and assess the organization’s strategy and management team, which is especially important for smaller or newer companies that may not attract directors as easily as the “big names”.

We are more precise in defining the contribution of the prospective board member. There is a focus on the team and how the candidate will fit in. We are very specific about this.

The CEO continues to have an important role in helping to attract candidates. Even though the CEO doesn’t select the new director, it is widely recognized by both boards and candidates that the management/board relationship has an enormous effect on the success of the organization and the effectiveness of the board.

76% of directors told us today’s CEOs are less engaged in directing the process, although their views are important and have an impact on the selection process.


A company’s reputation for transparency and strong governance practices is also essential. Candidates need to know the board is truly independent and the board has a good understanding of the major risks and risk management processes in place.

Competitive director compensation is seen as an important, but not deciding factor. Directors downplayed it as a real differentiator for a candidate. While directors want to be compensated for their efforts, board compensation at public companies is generally competitive. Few directors are looking at compensation as the key factor that makes the difference as to whether or not to accept an invitation to join a new board.

You have to demonstrate that it is a real functioning board with the right oversight of strategy and an excellent CEO. You have to give comfort as to reputation and integrity. The organization needs a solid grasp on risk management and director compensation needs to be realistic and fair.

Five Key Factors In Attracting Great Directors

1 Reputation is all-important. The organization’s overall reputation in its industry and the community, the quality of its leadership and the depth of the management team and its commitment to integrity and strength of its board are all critical.

2 A compelling story and a great strategic plan. Directors want to be part of a dynamic organization that captures their interest and has a plan for the future. Directors want to understand how they can contribute and add value to the board. They want to understand what the board expects from them and over what time period.

3 Risk management. Have the key risks been identified and how are they managed on an on-going basis? Is there transparency and a commitment to assessing and managing risk?

4 An effective governance framework and practices, a strong board chair and a board that works well together. Directors want to ensure that the board uses processes and practices that make sense, meet best practice guidelines and truly add value.

5 Competitive compensation. Compensation should be fair and competitive with organizations of similar size and scope. Appropriate compensation demonstrates the board takes the contribution of its directors seriously and values the benefits of an effective board.

Assessing Candidates

More than half of the directors we surveyed observed improvements in how boards assess director candidates, and most say the key improvement is a more rigorous and disciplined process. This process includes more meetings with candidates, often all of the board members and key members of senior management, more in-depth interviews, better referencing and more thorough due diligence. When directors are meeting candidates, they come well prepared with questions for interviews that are deliberate and probing.

There is more preparedness by board interviewers, rather than just a general conversation with the candidate.

Boards now handle directors as they would CEOs. Today it is more thorough, more in-depth. More like an executive hire.

There are many more preliminary meetings with the candidates than in the past. These meetings are now more interactive. Candidates ask just as many questions about the board, its members and its way of operating and about the company, as the committee members ask about the candidate and his/her experience. I find this development interesting for it promotes good dynamics amongst the board members.

Directors want to be part of a dynamic organization that captures their interest and has a plan for the future.


About a third of directors have not yet observed changes, but think there should be improvements, particularly with regard to judging a candidate’s “fit” with the board culture and chemistry.

We need to bring the tools and methods of assessing executives to the boardroom. Fit and social dynamics are so important in the boardroom. Personal behaviors are so key; how can we assess those? We depend exclusively on reference checking for this aspect of our assessment.

It would be great if we were able to more thoroughly assess the behavioural aspects of incoming directors. Chemistry at the table is crucial and often selection of a new director can threaten this. We could apply more rigour here.

Reference checking is increasingly a critical part of the assessment process. Historically, it was felt that such high profile corporate leaders didn’t require such in-depth reference checking. But as the pools of candidates have broadened, reference checking has become much more rigorous and extensive. Indeed, reference checking is one of the richest sources of information regarding style, behavioural traits, chemistry and potential fit.

We thoroughly reference all candidates. We do not leave reference checking exclusively to the executive search firms. We work with the firms to develop a range of references that we want to pursue, and some of our directors or the board chair will conduct references directly, as part of the assessment strategy.

Directors noted a significant improvement in the quality and relevance of the questions prospective directors ask. Attracting top-notch candidates requires that interviewers are lively and well-informed and represent the organization well. Candidates undertake much greater due diligence than ever before.

The biggest change is more interaction with senior management and with all the directors. Candidates want to get a sense of the capacity of senior management. Some years back, this would not have extended beyond the CEO. Also, candidates want to meet others on the board beyond the CEO and board chair.

Onboarding: The Process Stays Strong after Recruitment

Once a new director is elected or appointed, boards are working to retain and make the most of their new members with a well-planned onboarding process. This represents change as well. Directors told us that in the past, a director got a manual, perhaps a discussion with the chair and the CEO, and then basically observed for at least a year before really contributing. However, on today’s smaller and more deeply engaged board, there is no room for an “observing” director and new board members are expected to be contributing soon after they arrive.

This is the single most important part of the director recruitment process! It does not get the attention it deserves.

We asked directors to tell us about what they consider to be the most effective practices for the engagement, integration and orientation of a new director. The most frequently cited practices were designed to help the new director gain an in-depth knowledge of the organization and the board. New directors meet with the key senior management team members, preferably in person, to develop a variety of viewpoints. These meetings include a thorough review of the strategic plan as well as site visits. Providing strong documentation is also key, but it does not replace the depth and breadth of the discussions with management and site visits.

Time is needed to understand an organization and to learn the issues. Provide new directors with context of past board decisions, critical successes and errors and any conflicts at the management and/or board level.

Many directors noted that the process takes a big time commitment on the part of the new director, and that directors are expected to get up to speed and be engaged much faster than in the past. New directors must learn and engage quickly.

Once a new director is elected or appointed, boards are working to retain and make the most of their new members with a well-planned onboarding process.


When you bring on a new director, you have to get a commitment of time to spend in the office, field and with management. You have to close the information gap; it’s the feel of the business, issues, culture and interaction with the people. The process is not that different from a CEO coming on board.

Getting new directors immediately involved with committees is also seen as essential to their orientation. Committees are the workhorses of the modern board and exposure to them is an efficient way to provide the new director with a working knowledge of the board’s key issues and how it operates. This involvement ranges from immediate membership on specific committees such as audit or compensation, to having a new director attend all committee meetings for at least a year following his or her election to the board.

A mentor or “buddy system” for the new director was reported to be effective to help usher the new board member through his or her first year. Some directors told us their new directors had both a board and a management mentor. This system provides a way for the new director to ask questions easily, without having to seek out someone specifically for that purpose, and to help them navigate the culture on the board and management teams, and between them.

Have the whole board reach out to welcome new directors. Quickly make them comfortable and help them understand where can they add value. Help them to feel part of the team. Board chair leadership is crucial here.

Social time with directors and/or management was also noted as being an important part of bringing the new director into the culture of the organization and its board, and helping facilitate “fit” with the team.

One of the deterrents to reaching outside the board members’ networks is the risk that the “outsider” will not integrate well. My experience is that some 15% to 20% don’t work out as well as we had hoped. One of the keys to success has been where one board member has the lead in integrating the new member, from things as mundane as convenience of phone meetings for time zone differences, to connecting about agen-da building to be sure to capture the key strategic input for which we choose the newcomer.

The Evolution in the Director Recruitment Process: What are Effective Boards Doing Now?

Boards have undergone enormous change in how they organize themselves and undertake their responsibilities over the past 10 years. We believe that no aspect of board governance has changed as significantly as how boards plan for their composition and recruit directors. The key elements that have been embraced within today’s board composition planning and director selection process are:

1 Early planning is the foundation of a well-planned director search. Most boards are using a matrix that takes into account such factors as the organization’s long and short-term strategic objectives and operating environment. Categories on the matrix are defined in detail to develop a complete picture of complex needs of the board. A mentor or “buddy system” for the new director

was reported to be effective to help usher the new board member through his or her first year.


Boards have undergone enormous change in how they organize themselves and undertake their responsibilities over the past 10 years. We believe that no aspect of board governance has changed as significantly as how boards plan for their composition and recruit directors.

2 Involvement in the board composition planning and director selection process is much wider than it used to be. The CEO is a participant, but not the driver. The process is led by the governance or nominating committee and involves all board members, members of the senior management team, major stakeholders and executive search firms at various stages. The extensive involvement of the different parties helps ensure that different perspectives are considered, assumptions are challenged and an exhaustive search extends far beyond the board and CEO’s personal networks.

3 Boards are looking to new pools of candidates in order to find the prospective directors who meet the complex profiles. There is more demand for directors with specialized backgrounds and skill sets, and boards cannot find these candidates looking in the same old places. This move outside the comfort zone is the area where boards are still finding difficulty.

4 Boards are identifying potential candidates very early, sometimes years in advance to establish a relationship over time, so both parties can assess potential fit. Reaching out to the members of a well-researched evergreen list has become an ongoing practice for boards, regardless of whether or not they have an imminent need for a new director.

5 Director candidates are focusing just as much scrutiny on prospective boards as the boards are on the candidates. This means that boards need to work to differentiate themselves from other potential board offerings to the candidates, who are taking on fewer boards and are very selective about the ones they accept.

6 Boards are doing much more exhaustive reference checking and due diligence about prospective directors. These inquiries are rigorous and well-planned, not just casual conversations.

7 Executive search firms are employed by just over half of the directors we interviewed, and are used extensively in all stages of the recruitment process. These firms help address one of the most difficult parts of modern director recruitment: the extensive search into different pools of candidates that are beyond the board and CEO’s personal networks.

8 The disciplined and rigorous process extends into on-boarding new directors. Today’s boards are smaller and deeply engaged, so new members need to be up-to-speed and contributing quickly. New directors go through a thorough and well-planned process that gives them an in-depth knowledge of how the board and organization function from several different perspectives.

As with all “best practices”, application will differ from board to board. However, the lesson from this year’s survey is that the director search process has evolved into a highly strategic activity that is disciplined and rigorous. It is a process that is ongoing, not one triggered by an imminent vacancy. While some are experiencing difficulty with certain aspects of the process, they continue to persevere; no one told us they want to go back to the old way of doing things. The dedication of directors to these disciplined processes is a testament to how seriously this issue is being considered by boards across the spectrum in Canada.

Board Independence



• This was the seventh year that companies have disclosed their composition using the term “independent” under the disclosure requirements of the Canadian Securities Administrators (the “CSA”).

• For the past two years, 94% of boards had a majority of independent directors. This percentage has stayed relatively stable at between 92% and 94% since boards first began reporting independence in 2005.

• Larger boards have been the most consistently independent since 2005. In the $1B to $5B and over $5B categories, the percentage of boards with a majority of independent directors has remained between 92% and 97%, while the $500M to $1B and under $500M categories have fluctuated between 84% and 97% with a majority of independent directors.

1 2012-2013 Public Company Governance Survey, published by the National Association of Corporate Directors.2 2012-2013 Public Company Governance Survey, published by the National Association of Corporate Directors. 3 2011 Public Company Governance Survey, published by the National Association of Corporate Directors. 4 Director Compensation Report 2011-2012, published by the National Association of Corporate Directors in collaboration with Pearl Meyer & Partners.

Key Findings

• The level of independent directors on Canadian boards has been relatively stable with between 92% and 94% reporting a majority of independent directors since boards first started reporting under the CSA guidelines seven years ago

• In 2011, 58% of boards had an independent chair and 34% had a lead director, compared to 30% of U.S. boards with an independent chair and 83% with a lead director 1

• The prevalence of lead directors is increasing rapidly in the United States, with 83% 2 of companies reporting them in 2011 compared to 65% in 2010 3

• 14% of companies combined the Chair/CEO in 2011, the lowest percentage since we first tracked this percentage in 1993. In the United States, 73% 4 of the largest 200 companies combined the Chair/CEO role

Percentage of Sample with a Majority of Independent Directors

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

2011 88% 91% 94% 97% 94%

2010 95% 90% 96% 94% 94%

2005 84% 94% 95% 92% 92%


Number of Meetings of only Independent Directors

Average 2011 7

2010 7

2005 6

Median 2011 6

2010 6

2005 5

Range 2011 0 to 34

2010 0 to 35

2005 0 to 22

Boards Without a Majority of Independent Directors

Bell Aliant Inc.

BMTC Group Inc.

Canada Bread Company, Limited

Cascades Inc.

China Gold International Resources Corp. Ltd.

E-L Financial Corporation Limited

Genworth MI Canada Inc.

GuyanaGoldfieldsInc.

High River Gold Mines Ltd.

IGM Financial Inc.

Kirkland Lake Gold Inc.

Linamar Corporation

Martinrea International Inc.

Northern Dynasty Minerals Ltd.

Sears Canada Inc.

SMART Technologies Inc.

Sprott Resource Corp.

Winpak Ltd.

Independent Director Meetings

• The CSA guidelines recommend that the independent directors hold regularly scheduled meetings at which non-independent directors and members of management are not present. Ninety-four percent of boards reported that they held meetings of only the independent directors.

• Eighty-two percent of boards disclosed the number of meetings held by the independent directors. The average number of these meetings has been seven for the past three years.


Inside Directors

• We define an inside director as a director who is an employee of the company on whose board that director sits.

• The average number of inside directors is one, as it has been for the past five years. The median is also one, as it has been for the past nine years.

• Eleven percent of boards had more than two inside directors in 2011. This compares to 12% last year and 22% in 2002. Most of these are larger boards, with 81% of boards with more than two inside directors coming from companies with more than $1 billion in assets.

• Three percent of companies in our sample this year had no inside directors.

• Boards with a significantly higher than average number of inside directors were:

6 Insiders Power Financial Corporation (20)

4 Insiders Barrick Gold Corporation (14)

Dorel Industries Inc. (10)

E-L Financial Corporation Limited (10)

Kirkland Lake Gold Inc. (8)

Pacific Rubiales Energy Corp. (12)

Power Corporation of Canada (21)

Rogers Communications Inc. (18)

Shaw Communications Inc. (16)

Transcontinental Inc. (15)

(Numbers in brackets indicate total number of directors on the board.)


Independent Board Leadership

• The CSA governance guidelines state that board chairs should be independent directors, and, where this is not appropriate, the board should appoint an independent lead director.

• Boards are increasingly taking on some form of independent leadership. In 2011, only 11% had no independent leadership, down from 15% in 2010 and the lowest level since we began tracking this information in 2005.

• Independent board leadership practices differ between Canadian and U.S. boards, with more Canadian boards using an independent chair and more U.S. boards using lead directors:

° In 2011, 58% of boards had an independent chair, which is the highest level since we began tracking this information in 2005. In the United States, 30% 5 of boards had an independent chair.

° Thirty-four percent of boards had a lead director, which is the highest level since we began tracking this information in 2005. The prevalence of lead directors is increasing rapidly in the United States, with 83% 6 of companies reporting them in 2011 compared to 65% in 2010. 7

• The way boards establish independent leadership has remained relatively stable since reporting on independence began in 2005. During this period:

° Between 51% and 58% have had an independent chair.

° Between 29% and 34% have had a lead director.

• Eleven percent of boards had no independent leadership, down from 15% last year and 20% seven years ago. Of this group:

° 32% had a combined CEO/chair;

° 26% had an executive chair;

° 38% had an outside but non-independent chair; and

° 3% had no chair.

Percentage of Boards with Independent Leadership*

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

2011 65% 89% 94% 90% 89%

2010 65% 80% 91% 88% 85%

2005 78% 71% 84% 82% 80%

* An independent board chair and/or independent lead director.

5 2012-2013 Public Company Governance Survey, published by the National Association of Corporate Directors. 6 2012-2013 Public Company Governance Survey, published by the National Association of Corporate Directors. 7 2011 Public Company Governance Survey, published by the National Association of Corporate Directors.


Board Chairs

• In 2011, 14% of boards combined the roles of board chair and CEO, compared to 15% in 2010. The 2011 level is the lowest since we began tracking this information in 1993. The change in 2011 primarily comes from smaller companies; in 2011, 19% of companies with assets of less than $500 million combined their chair and CEO compared to 24% in 2010.

• In the United States, 73% 8 of the largest 200 companies combined the chair/CEO role.

• Of the boards that combine the CEO and chair, 74% had a lead director compared to 68% in the previous year.

Percentage of Boards That Have Separated the Board Chair and CEO

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

2011 81% 89% 87% 84% 86%

2010 76% 90% 87% 83% 85%

2002 62% 60% 67% 75% 66%

8 Director Compensation Report 2011-2012, published by the National Association of Corporate Directors in collaboration with Pearl Meyer & Partners.

Independent Board Leadership

Independent Chair 2011 58%

2010 54%

2005 51%

Lead Director 2011 34%

2010 32%

2005 29%

Neither 2011 11%

2010 15%

2005 20%


Board Chairs

Independent Chair 2011 58%

2010 54%

2005 51%

Non-Executive, Not Independent 2011 14%

2010 15%

2005 17%

Combined Chair/CEO 2011 14%

2010 15%

2005 19%

Executive Chair 2011 12%

2010 14%

2005 12%

No Board Chair 2011 2%

2010 2%

2005 2%


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

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

2011 33% 60% 94% 71% 74%

2010 44% 40% 88% 71% 68%

2003 33% 59% 72% 56% 54%

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

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

2011 28% 100% 82% 80% 73%

2010 17% 60% 77% 75% 66%

2003 30% 38% 30% 56% 40%

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

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

2011 25% 57% 76% 60% 64%

2010 43% 44% 74% 64% 61%

2005 71% 13% 53% 56% 50%

Lead Directors

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

Board Composition



Director Information

• Governance disclosure in proxy circulars has evolved in most cases to go far beyond the minimum regulatory requirements. One area that has grown in recent years is information about individual directors, both in content and format.

• Manitoba Telecom Services Inc., which was one of the winners of the Canadian Coalition for Good Governance 2011 awards for Best Practice for Proxy Disclosure, is an excellent example of very thorough director information disclosure. Its full page profiles of each nominee are well designed to provide extensive information in an easy to read format.

• In 2011, 32% of companies included a director skills matrix in their proxy circular, compared to 21% in 2010 and only 13% in the year prior.

• In 2011, 77% of boards exceeded the CSA minimum requirements for disclosure about individual directors. The most common elements beyond the required items were:

° Age: 67% ° Continuing education: 19% ° Primary education (degree/diploma): 67% ° Total compensation received: 10% ° Other directorships: 67% ° Board interlocks: 6% ° Whether director meets shareholding requirements: 35% ° Vote results from previous AGM: 4% ° Areas of expertise: 34% ° Date of mandatory retirement: 2%

Key Findings

• The average age of directors is 62 and the median age is 63. Ten years ago, the average and median age was 60

• In 2011, 17% of directors were 71 or older, compared to 12% in 2002

• In 2011, 52% of boards either disclosed a retirement age or specifically stated that they did not have one, compared to 48% in 2010 and 24% in 2005

• Women made up 10% of directors in 2011 for the third year in a row and 54% of boards had at least one female director, an increase from 52% in the previous year

• In 2011, 77% of boards exceeded the CSA minimum requirements for disclosure about individual directors



Director Age

• While not mandatory, disclosing each director’s age is becoming common practice. In 2011, 67% of boards disclosed the ages of their directors.

• Overall, we knew the age of 84% of directors of the boards studied, which is the highest level yet. In 2010, the age of 82% of directors was disclosed, up from 80% in 2009. In 2003, boards only disclosed the age of 63% of directors.

• In both 2011 and 2010, the average age of directors was 62 and the median was 63. In 2002, the average and median age of directors was 60.

• The prevalence of directors aged 71 or older continues to grow and is now the highest since we began recording this information. In 2011, 17% of directors fell into this category, which is an increase from 15% last year. In 2002, 12% of directors were at least 71 years old. This increase may be tied to the fact that more boards are raising director retirement ages above the age of 70, or getting rid of mandatory retirement altogether.

• In the United States, the median age of directors at the largest 200 companies was 64, which is an increase from 63 the previous year. 9

Director Age Distribution

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

40 and younger 2011 3% <1% 1% <1% 1%

2010 1% <1% 1% 1% 1%

2002 3% 2% 2% 1% 2%

41 to 50 2011 6% 8% 10% 7% 8%

2010 8% 10% 9% 6% 8%

2002 22% 19% 12% 11% 15%

51 to 60 2011 31% 31% 33% 27% 30%

2010 32% 34% 34% 27% 31%

2002 31% 32% 30% 30% 31%

61 to 70 2011 42% 45% 39% 49% 44%

2010 41% 40% 41% 50% 45%

2002 33% 30% 44% 47% 40%

71 and older 2011 17% 17% 17% 16% 17%

2010 18% 16% 14% 16% 15%

2002 12% 16% 12% 10% 12%



Retirement Age

• Retirement age policy is another area of non-mandatory disclosure that is becoming commonplace. In 2011, 52% of boards either disclosed a retirement age or specifically stated that they did not have one. This is the highest level of reporting that we have seen on this topic. In 2010, 48% of companies disclosed whether they had a director retirement policy, which is well up from 24% in 2005.

• In the United States, 83% of the largest 200 companies disclosed their director retirement age policies, which is an increase from 76% the previous year. 10

• In the last few years, the practice of disclosing that a board has no retirement age for directors has grown rapidly. In 2011, 26% of companies fell into this category, compared to 23% in 2010 and 5% in 2005.

Director Retirement Ages

2011 2010 2005

Retirement from the board at age 65 0 <1% 0

Retirement from the board at age 70 12% 12% 9%

Retirement from the board at age 71 <1% <1% <1%


Retirement from the board at age 73 1% 1% 0


FormalPolicy,agenotspecified 0 <1% 1%

Specify there is no director retirement age 26% 23% 5%

Combined retirement age/term limit 1% 1% 3%

No disclosure 48% 52% 76%


Gender

• There has been a growing discussion regarding the importance of a diverse board over recent years. While gender is not the only aspect of diversity that boards are considering, it is one of the most common issues being addressed. In 2011, 15% of boards addressed gender specifically when discussing their practices regarding board diversity.

• We are starting to see a few boards state either specific quotas or less specific policies regarding proportionality of female directors. For example:

° Emera Inc. has stated a policy that no fewer than 25% of its directors will be female. 11 ° National Bank of Canada states, “The Board feels that diversity among the members of the

Board enriches discussion and therefore recognizes the importance of increasing the number of female directors and striving for parity between men and women on the Board... set an objective to have women nominees for half of all directorships that become vacant in the future.” 12

• For the last three years, women have comprised 10% of the directors of the boards we studied. In the 18 years we have tracked this information, 10% is the highest level reached. Prior to 2008, the percentage varied between 6% and 9%.

• In 2011, 54% of boards had at least one female director, which is an increase of 2% over last year and is the highest percentage we have seen in this category since we began tracking this information.

• In the United States 73% of boards have at least one female director, which is an increase from 67% in the previous year. 13

• Eleven percent of boards had three or more female directors, a slight increase from 10% one year earlier. In the United States, 12% of boards had three or more female directors. 14

11 Emera Inc. Proxy Circular, June12, 2012, p. 5412 National Bank Proxy Circular, April 4, 2012, p. 2213 2012-2013 Public Company Governance Survey, published by the National Association of Corporate Directors. 14 2012-2013 Public Company Governance Survey, published by the National Association of Corporate Directors.

Boards with at Least One Female Director

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

2011 29% 29% 52% 79% 54%

2010 22% 34% 51% 80% 52%

2002 25% 37% 61% 78% 47%


Boards with at Least One Female Director, by Industry

2011 2010 2002

Consumer Discretionary 87% 82% 62%

Consumer Staple 100% 92% 70%

Energy 38% 34% 36%

Financials 64% 60% 56%

Health Care 83% 100% 31%

Industrials 50% 42% 37%

Information Technology 50% 57% 26%

Materials 34% 32% 43%

Telecommunication Services 100% 80% 67%

Utilities 90% 100% 89%

ALL 54% 52% 45%

Female Directors

Number of Female Directors Percentage of Boards

2011 2010 2002

1 26% 28% 27%

2 18% 15% 14%

3 6% 6% 4%

4 3% 2% 1%

5 1% 2% 1%

6 1% 0 0%


Boards with More Than One Female Director

Two Female Directors

Advantage Oil and Gas Ltd.

Agnico-Eagle Mines Limited

Agrium Inc.

Alimentation Couche-Tard Inc.

BCE Inc.

Bombardier Inc.

Cameco Corporation

Canadian National Railway Company

Canadian Tire Corporation, Limited

Canadian Western Bank

CGI Group Inc.

Chartwell Seniors Housing REIT

Cineplex Inc.

Enbridge Inc.

Equitable Group Inc.

Great Basin Gold Ltd.

Great-West Lifeco Inc.

Harry Winston Diamond Corporation

Home Capital Group Inc.

Husky Energy Inc.

IGM Financial Inc.

Imperial Oil Limited

Ivanhoe Mines Ltd.

Kirkland Lake Gold Inc.

Loblaw Companies Limited

Major Drilling Group International Inc.

Maple Leaf Foods Inc.

Methanex Corporation

Metro Inc.

Nordion Inc.

North West Company Inc., The

Northland Power Inc.

Paramount Resources Ltd.

Perpetual Energy Inc.

Power Corporation of Canada

Power Financial Corporation

Quebecor Inc.

Research in Motion Limited

RONA Inc.

Russel Metals Inc.

Saputo Inc.

Sears Canada Inc.

Shaw Communications Inc.

Stantec Inc.

Stella-Jones Inc.

Sun Life Financial Inc.

Suncor Energy Inc.

Talisman Energy Inc.

Teck Resources Limited

Thomson Reuters Corporation

TransAlta Corporation

Transat A.T. Inc.

Westport Innovations Inc.


Boards with More Than One Female Director

Three Female Directors

Four Female Directors

Five Female Directors

Astral Media Inc.

Bank of Nova Scotia

Bell Aliant Inc.

CanadianPacificRailwayLimited

Canadian Utilities Limited

EnCana Corporation

George Weston Limited

Industrial Alliance Insurance and Financial Services Inc.

Intact Financial Corporation

Manitoba Telecom Services Inc.

Open Text Corporation

Potash Corporation of Saskatchewan Inc.

ShawCor Ltd.

SNC-Lavalin Group Inc.

Tim Hortons Inc.

TMX Group Inc.

TransCanada Corporation

Bank of Montreal

Canadian Imperial Bank of Commerce

Emera Inc.

National Bank of Canada

Rogers Communications Inc.

Shoppers Drug Mart Corporation

Torstar Corporation

Transcontinental Inc.

Jean Coutu Group (PJC) Inc.

Laurentian Bank of Canada

Manulife Financial Corporation

Royal Bank of Canada

Board Size



• The average and median board size have both been at nine since 2005. • There has been little change in average board size across all asset categories over the past few years. In each

category, the average has remained the same or fluctuated by a single digit since 2003.• In 2011, the smallest board had three directors and the largest had 21. • In the United States, the average number of directors on a board is nine.15

15 2012-2013 Public Company Governance Survey, published by the National Association of Corporate Directors.

Average Number of Board Members

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

2011 7 8 9 12 9 2010 7 8 9 12 9 2002 8 9 11 13 10

Percentage of Boards in Board Size Categories

Board Size <500M 500M to 1B 1B to 5B >5B ALL

5 or less 15% 9% 5% 3% 6% 6 to 9 79% 78% 61% 21% 54% 10 to 12 6% 13% 25% 33% 23% 13 to 15 0 0 9% 28% 12% 16 to 19 0 0 0 12% 4% 20 or more 0 0 0 2% 1%

Largest Boards

21 Power Corporation of Canada20 Power Financial Corporation19 Great-West Lifeco Inc.18 Manulife Financial Corporation17 Rogers Communications Inc. IGM Financial Inc. Royal Bank of Canada Toronto-Dominion Bank

16 Bank of Montreal Canadian Imperial Bank of Commerce Canadian Tire Corporation, Limited Empire Company Limited Shaw Communications Inc.

Key Findings

• Canadian boards have averaged nine members for seven years, after averaging 10 members for the eight years prior

• 54% of boards had between six and nine members• The largest board in 2011 numbered 21 directors

Board Assessments, Director Selection and Director Development



Percentage of Boards with Assessment Process

2011 2010 2002

Board Assessment 91% 91% 77%

Committee Assessment 87% 83% 67%

Individual Director Assessment 84% 84% 63%

Board Assessment

• For the past two years, 91% of companies had a board assessment process. In 2002, only 77% of companies assessed the board’s performance.

• Larger companies are more likely to have board assessments. For the past three years, the percentage of boards at companies with assets of less than $1 billion that had a board assessment ranged between 71% and 80%, compared to 93% to 100% of boards at companies with assets of more than $1 billion.

• In the United States, 92% 16 of companies conduct board assessments.

16 2012-2013 Public Company Governance Survey, published by the National Association of Corporate Directors. 17 2012-2013 Public Company Governance Survey, published by the National Association of Corporate Directors.

Committee Assessment

• In 2011, 87% of companies had a committee assessment process, up from 83% in 2010. In 2002, only 67% of boards assessed committee performance.

• In the United States, 83% 17 of boards conduct committee assessments.• In 2011, 26% of boards with a committee assessment process in place stated that it included an assessment

of each committee chair, up from 22%, 19% and 14% respectively in the previous three years. We believe that this growing practice reflects a recognition of the importance of the leadership role of committee chairs as committees are increasingly taking on a great deal of board work.

Key Findings

• 91% of companies have a board assessment process• 87% of companies have a committee assessment process• 84% of companies had an individual director assessment process• We are seeing increased voluntary disclosure of assessment processes that are not required

under the CSA disclosure requirements: * 26% of boards with a committee assessment process reported a committee chair assessment, * 39% of boards with a non-executive chair reported a board chair assessment, and * 8% of boards with lead directors reported a lead director assessment


Individual Director Assessment

• For the past four years, 84% of boards assessed individual directors. In 2002, only 63% assessed individual directors.

• In the United States, 48% 18 of boards conduct individual director assessments.

Board Chair and Lead Director Assessment

• Companies are not required to disclose whether or not they assess the performance of their board chairs or lead directors; however, reporting this information is becoming a standard aspect of thorough board governance disclosure.

° In 2011, 39% of boards with a non-executive chair reported a chair assessment, compared with 36%, 34% and 29% respectively in the previous three years.

° Large companies are more likely to report board chair assessments. Sixty-two percent of companies with more than $5 billion in assets that had non-executive chairs stated that they assessed their chairs, compared with 11% with less than $500 million, 30% with $500 million to $1 billion and 33% with $1 billion to $5 billion.

° In 2011, 8% of boards with lead directors reported that they assessed the lead director’s performance, compared with 7%, 4% and 8% respectively in the previous three years.

Assessment Methodology

• Of those companies that conducted a board assessment, 83% of them described the process used in 2011, compared with 86%, 81% and 79% respectively in the previous three years.

• Of those companies that conducted committee assessments, 82% of them described the process used in 2011, compared with 87%, 81% and 80% respectively in the previous three years.

• Of those companies that conducted individual director assessments, 83% described the process used in 2011, compared with 87%, 81% and 80% respectively in the previous three years.

• The most prevalent methods reported are questionnaires and individual meetings between each director and the chair, lead director, or governance committee chair. Boards are increasingly using a combination of these methods and fewer are using only a questionnaire. In 2011, 31% of boards that reported their board assessment process used both methods, compared with 20% in 2008. In 2011, 58% used a questionnaire only, compared with 72% in 2007.


Percentage of Boards with Board Assessment Process that Report Methodology

2011 2010 2007

Questionnaire Only 58% 59% 72%

Individual Meetings Only 6% 6% 6%

Questionnaire and Individual Meetings 31% 30% 18%


• Committee assessment processes were almost identical to board assessments, with 60% of those that reported methodology using a questionnaire only, 5% using individual meetings only, and 30% using both individual meetings and questionnaires.

• Of the boards that described their individual director assessment process, 44% used a peer evaluation, compared with 40% in 2010 and 33% in the previous two years.

Director Selection

• In 2011, 42% of boards identified the use of a matrix in their director selection process, compared to 32% last year. • Boards at larger companies were more likely to disclose their director skills matrix in their proxies. Fifty percent of

those with over $5 billion in assets provided these matrices, compared with 32% of those with $1 billion to $5 billion, 16% of those with $500 million to $1 billion and 6% of those with less than $500 million.

Director Development

• The CSA disclosure rules require issuers to describe what measures, if any, a board takes to provide orientation and continuing education for its directors.

• For the past three years, 98% to 100% of companies provided some detail on their orientation practices, and 94% to 99% provided some detail on their continuing education practices.

• Boards are taking a very thorough approach to director orientation as part of a rigorous director recruitment process. Below is an excellent example of disclosure about orientation practices from Finning International Inc.’s 2011 management proxy circular:

In 2011 the Corporation began utilizing a secure board portal for the dissemination and distribution of information to the Board of Directors. All new directors are provided with access and training on the board portal, where information is maintained on historical and current board and committee meetings, in addition to governance information regarding the responsibilities of directors, guidelines and terms of references, and key policies and processes are explained.

New directors are also provided a detailed package of information describing Finning and its business. In addition, all new directors meet with senior management for detailed briefings. Briefings and materials supplied include details on:

• strategic plans; • governance structures and codes of conduct; • significant accounting and risk management issues, including any major litigation claims; • financial reporting and accounting and treasury policies and procedures; • key performance metrics utilized by Finning; • recent regulatory filings; and • past minutes of Board meetings. The orientation program also involves direct visits to plant sites and facilities, where appropriate.

Note: for a more thorough description of current approaches and challenges in director selection and orientation, please see our special report, Improving the Board Composition Planning and Director Selection Processes, on pages 6 to 17.

Meetings and Attendance



Attendance Records

• Ninety-eight percent of boards provided board meeting attendance records for each director.• Reporting of committee meeting attendance (which is not mandatory disclosure) has been declining in recent

years. For the past three years, 84% of the boards studied disclosed committee meeting attendance for some or all board committees. This is down from 89% to 90% in the three years prior.

• Directors generally maintain a strong attendance rate at board meetings, with 78% attending 100% of board meetings, and 20% with an attendance rate between 75% and 99%. In 2005, when boards were first required to report attendance rates, 68% of directors had a 100% attendance rate, and 28% had an attendance rate between 75% and 99%.

• Committee meetings are even better attended, with 86% of directors attending 100% of committee meetings and an overall committee attendance rate of 97%.

Board and Committee Meeting Attendance

Board Meetings 2011 2010 2005

Average Board Meeting Attendance Rate 97% 96% 95%

Percentage of Directors with 100% Attendance Rate at Board Meetings 78% 78% 68%

Percentage of Directors with 75% to 99% Attendance Rate at Board Meetings 20% 20% 28%

Committee Meetings

Average Committee Meeting Attendance Rate 97% 97% 96%

Percentage of Directors with 100% Attendance Rate at Committee Meetings 86% 87% 78%

Percentage of Directors with 75% to 99% Attendance Rate at Committee Meetings 10% 10% 18%

Key Findings

• The overall board meeting attendance rate is 97%, with 78% of directors having a perfect attendance record

• Attendance is even better at committee meetings, where the average attendance rate is 97% and 86% of members have perfect attendance

• The average number of board meetings has stayed relatively constant, at either nine or ten per year since 1997


Board Meetings

• Ninety-eight percent of boards reported the number of board meetings held.• The average number of board meetings held in 2011 was nine and the median was nine. This compares to

an average of nine in 2010 and a median of eight. • In the United States, boards met an average of six times in person, in addition to an average of three

telephone meetings. 19

Board Meetings Held

Average Median Range Companies Reporting

2011 9 9 3 to 38 98%

2010 9 8 2 to 35 98%

2002 9 8 2 to 30 53%


Board Meeting Frequency Distribution*

Number of Meetings <500M 500M to 1B 1B to 5B >5B ALL

3 or fewer 9% 0 <1% 0 1%

4 to 6 28% 30% 29% 22% 27%

7 to 10 34% 48% 39% 46% 42%

11 to 15 28% 23% 24% 22% 24%

16 to 20 0 0 5% 10% 5%

21 or more 0 0 2% 0 1%

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

Committee Meetings

• This year, there was a slight decrease in the percentage of boards that reported the number of meetings held by their audit, compensation and governance committees.

• Audit and compensation committees averaged five meetings in 2011, compared to an average of four meetings for governance committees.


Committee Meetings Held by Major Committees

Average Median Range Boards Reporting*

Audit Committee

2011 5 5 2 to 12 88%

2010 6 5 0 to 25 89%

2003 6 5 1 to 12 66%

Compensation/HR Committee

2011 5 4 1 to 15 89%

2010 5 4 1 to 17 90%

2003 4 4 1 to 16 65%

Governance Committee

2011 4 4 0 to 15 89%

2010 4 4 0 to 19 91%

2003 4 3 0 to 16 67%

* Percent of boards with the named committee type.

Board Committees



Board Committees

• For the seventh year in a row, boards have averaged four committees each. • There was very little change in the committee landscape on Canadian boards in 2011. When looking

at overall change, the only committee types that changed by 3% or more were: ° In 2011, 98% of boards had a compensation committee, up from 95% the previous year. In the

United States, 100% of the largest 200 companies have a compensation committee. 20

° In 2011, 40% of boards had an environment/safety committee, an increase from 34% in 2010. This category is at the highest level that we have ever seen it and has shown a steady increase from 21% in 1993. The biggest change was at smaller companies, with 32% of companies with assets below $500 million reporting these committees in 2011 compared to 18% in 2010, and 47% of companies with assets between $500 million and $1 billion reporting these committees in 2011, compared to 30% in 2010.

• Environment/safety committees are much less prevalent in the United States, where only 5% 21 of the largest 200 companies have an environment, health and safety committee, up from just 4% 22 the previous year.

20 Director Compensation Report 2011-2012, published by the National Association of Corporate Directors in collaboration with Pearl Meyer & Partners. 21 Director Compensation Report 2011-2012, published by the National Association of Corporate Directors in collaboration with Pearl Meyer & Partners. 22 Director Compensation Report 2010-2011, published by the National Association of Corporate Directors in collaboration with Pearl Meyer & Partners.

Number of Board Committees

2011 2010 2002

Average 4 4 3

Median 4 4 3

Range 1 to 7 1 to 7 1 to 7

Key Findings

• For the past seven years, boards have averaged four committees each

• In 2011, 40% of boards had an environment/safety committee, an increase from 34% in 2010

• In 2011, 95% of independent directors had at least one committee membership

• In 2011, 49% of independent directors sat on two committees, up from 46% in 2010. This was the highest percentage of independent directors with two committee memberships since we began recording this information in 2005


Average Number of Committees, by Asset Size

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

2011 3 3 4 4 4

2010 3 3 4 4 4

2002 3 3 4 4 3

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

Percentage of Boards with Types of Committees

Aud

it

Com

pens

atio

n/H

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Con

duct

Rev

iew

Gov

erna

nce*

Env

iron

men

t/Sa

fety

Exe

cutiv

e

Fin

ance

Inve

stm

ent

Nom

inat

ing*

Pen

sion

Res

erve

s

Ris

k

Stra

tegi

c P

lann

ing

Tec

hnol

ogy

<500 M 2011 100% 100% 0 91% 32% 3% 3% 6% 15% 0 9% 0 3% 12%

2010 100% 98% 0 90% 18% 5% 2% 2% 12% 0 18% 2% 2% 5%

2002 100% 87% 1% 74% 12% 7% 6% 1% 11% 2% 1% 0 4% 3%

500M - 1B 2011 100% 93% 0 84% 47% 9% 4% 4% 9% 2% 9% 11% 0 9%

2010 100% 92% 0 84% 30% 6% 6% 10% 6% 2% 10% 4% 0 10%

2002 100% 94% 0 78% 18% 10% 3% 2% 13% 2% 3% 6% 5% 0

1B - 5B 2011 100% 100% 0 95% 40% 6% 4% 8% 4% 4% 13% 5% 2% 1%

2010 100% 96% 0 95% 38% 9% 4% 8% 2% 4% 12% 9% 2% 1%

2002 100% 95% 1% 87% 30% 24% 4% 4% 6% 12% 2% 6% 1% 2%

>5B 2011 100% 97% 11% 94% 39% 14% 10% 9% 10% 11% 19% 33% 2% 0

2010 100% 95% 12% 94% 39% 15% 10% 11% 12% 12% 17% 30% 2% 0

2002 100% 93% 13% 86% 40% 35% 13% 2% 0 28% 5% 28% 3% 0

ALL 2011 100% 98% 3% 93% 40% 9% 6% 7% 8% 5% 14% 14% 2% 3%

2010 100% 95% 3% 92% 34% 10% 6% 8% 7% 5% 14% 13% 2% 3%

2002 100% 92% 3% 80% 23% 17% 6% 2% 8% 9% 3% 8% 3% 2%


Committee Membership

• In 2011, 95% of independent directors had at least one committee membership. • Of the independent directors that had no committee memberships, 22% were board chairs and 14% had been

on the board for a year or less.• Overall, directors in 2011 averaged two committee memberships. Independent directors averaged two

committees each and non-independent directors averaged one committee each if they were outside directors or zero committees each if they were inside directors.

• In 2011, 49% of independent directors sat on two committees, up from 46% in 2010. This was the highest percentage of independent directors with two committee memberships since we began recording this information in 2005.

Percentage of Directors with Committee Memberships

Number of Percentage of Percentage of Non- Percentage of Non- Committee Independent Directors Independent (Inside) Directors Independent (Outside) Directors Memberships 2011 2010 2011 2010 2011 2010

0 5% 6% 73% 73% 48% 48%

1 28% 30% 22% 21% 34% 35%

2 49% 46% 4% 5% 10% 10%

3 15% 15% 1% <1% 6% 5%

4 3% 3% 0 <1% 2% 2%

5 1% 1% 0 0 0 0

6 0 0 0 0 0 0

Director Compensation



Introduction

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

• Where a board has not given a cash value of share equivalents, we have calculated based on the number of shares awarded and the fiscal year-end closing price.

• We have not estimated the value of stock options. However, we do report on the number of boards that grant stock options to directors in the “Stock-Based Compensation” section, which begins on page 70.

Annual Retainers

• The average 2011 retainer of $87,908 was an 11% increase over the 2010 average. This compares to a 10% increase one year prior and 4% two years ago.

• The 4% increase in 2009 was the only year since 2002 that we have not seen a double-digit percentage increase in board retainer value. We believe the small increase in 2009 reflected the financial difficulties of the previous year, and that the last two years of 10% to 11% increases are a reflection of a slightly improved Canadian economy. In the United States, the National Association of Corporate Directors predicts, “…director compensation increases in the near future will be in the low to mid-single-digits”.23

• In the United States, directors at the largest 200 companies saw only a 1% increase in median total direct compensation, while boards at smaller companies saw increases ranging between 6% and 8%. The National Association of Corporate Directors hypothesizes that the relatively small increase on the largest 200 boards is “likely driven by boards that remain reluctant to give themselves a large pay increase as unemployment remains stubbornly high.” 24

23 Director Compensation Report 2011-2012, published by the National Association of Corporate Directors in collaboration with Pearl Meyer & Partners. 24 Director Compensation Report 2011-2012, published by the National Association of Corporate Directors in collaboration with Pearl Meyer & Partners.

Key Findings

• The average 2011 retainer of $87,908 was an 11% increase over the 2010 average. Companies with over $5 billion in assets only increased board retainers by 1%, while the boards at smaller companies had much larger increases: 21% at companies with $500 million or less in assets, 16% at companies with assets between $500 million and $1 billion, and 13% at companies with assets between $1 billion and $5 billion

• In 2011, 20% of companies paid a retainer greater than $125,000, compared to 17% in 2010 and 13% in 2009

• Boards continue to move toward paying only retainers, with fewer than ever using meeting fees. In 2011, 32% of companies chose the retainer-only option, compared with 28% in 2010 and 26% in 2009


• In Canada, directors at the largest companies also had the smallest compensation increase. Companies with over $5 billion in assets only increased board retainers by 1%, while the boards at smaller companies had much larger increases: 21% at companies with $500 million or less in assets, 16% at companies with assets between $500 million and $1 billion, and 13% at companies with assets between $1 billion and $5 billion.

• The median retainer value of $75,000 is a 25% increase over 2010’s $60,000 median retainer. • In the United States in 2011, the combined median cash retainer and value of share awards for the largest 200

companies was US$195,000. 25

• In 2011, 20% of companies paid a retainer greater than $125,000, compared to 17% in 2010 and 13% in 2009.• In 2011, the percentage of boards paying a retainer between $25,001 and $75,000, went down to 40%

compared to 49% in 2011. The percentage of boards paying a retainer between $75,001 and $125,000 went up to 28% in 2011 from 23% in 2010.

Annual Board Retainer

2011 2010 2002

Average $87,908 $79,060 $20,929 Median $75,000 $60,000 $15,000 Range $9,000 to $333,179 $7,800 to $390,030 $2,500 to $78,520

Average Annual Board Retainer

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

2011 $48,260 $56,897 $81,838 $125,760 $87,908 2010 $40,010 $49,204 $72,390 $123,940 $79,060 2002 $15,117 $14,798 $22,269 $34,067 $20,929

Retainer Distribution

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

$25,000 or less 2011 26% 16% 8% 3% 10%

2010 36% 16% 7% 2% 11%$25,001 to $75,000 2011 50% 53% 45% 23% 40%

2010 51% 64% 59% 24% 49%$75,001 to $125,000 2011 20% 24% 29% 29% 28%

2010 13% 14% 21% 35% 23%$125,001 to $175,000 2011 0 2% 10% 27% 13%

2010 0 2% 11% 27% 13%over $175,000 2011 0 0 5% 18% 7%

2010 0 0 2% 12% 4%No Retainer 2011 3% 4% 2% 0 2%

2010 0 4% 1% 0 1%



Largest Board Retainers

Total Cash Portion Share Based Portion*

Athabasca Oil Sands Corp. $333,179 $35,000 $298,179

EnCana Corporation $320,900 $30,000 $290,900

Cenovus Energy Inc. $279,600 $30,000 $249,600

Valeant Pharmaceuticals International Inc. $277,200† $59,400† $217,800†

Goldcorp Inc. $267,780† $99,000† $168,780†

Crescent Point Energy Corp. $262,275 $30,000 $232,275

Silver Wheaton Corp. $236,830 $40,000 $196,830

Osisko Mining Corporation $221,250 $70,000 $151,250

Onex Corporation $217,500† $34,650† $182,850

Suncor Energy Inc. $214,208 $50,000 $164,208

Enbridge Inc. $210,000 $157,500 $52,500

Research in Motion Limited $200,000 $100,000 $100,000

Talisman Energy Inc. $200,000 $50,000 $150,000

Canadian Natural Resources Limited $198,470 $40,000 $158,470

Barrick Gold Corporation $198,000† $89,100† $108,900†

Canadian National Railway Company $188,660 $14,850† $173,810

Imperial Oil Limited $188,400 $100,000 $88,400

Kinross Gold Corporation $185,000 $160,000 $25,000

Royal Bank of Canada $185,000 $85,000 $100,000

Calfrac Well Services Ltd. $183,750 $10,000 $173,750

Celestica Inc. $183,150† $32,175† $150,975†

SXC Health Solutions Corp. $180,180† $49,500† $130,680†

* Where share values have not been provided, the value of shares has been calculated based on the number of shares awarded in fiscal 2011 and the fiscal year end closing share price.

† Converted from $US at 0.99


Board Meeting Fees

• The average board meeting fee in 2011 was $1,602, a slight decrease over the average board meeting fee of $1,610 in 2010. There has been little change in meeting fees over recent years, with the annual averages fluctuating between $1,303 and $1,610 since 2002.

How are Directors Compensated?

• Boards continue to move towards paying only retainers, with fewer than ever using meeting fees. In 2011, 32% of companies chose the retainer-only option, compared with 28% in 2010 and 26% in 2009. Larger companies are more likely to compensate directors with only a retainer. In 2011, 65% of the companies that paid directors in this manner had assets of over $1 billion.

• In the United States as well, fewer companies are paying board meeting fees. There was a decrease in the prevalence of paying meeting fees of 2% to 5% across all company sizes in 2011. Between 2% and 11% of U.S. boards pay meeting fees, with larger boards less likely to use them than smaller boards. 26

• Annual retainers are significantly higher if they include a mandatory portion in shares or share equivalents. • The average retainer that included shares or share equivalents in 2011 was 120% higher in value than

the average retainer that was cash-only or had only a voluntary portion in shares or share equivalents. This compares to a differential of 103% last year.


Average Board Meeting Fee

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

2011 $1,219 $1,606 $1,555 $1,824 $1,602

2010 $1,491 $1,345 $1,586 $1,852 $1,610

2002 $1,193 $1,148 $1,386 $1,507 $1,303


Forms of Compensation

Percent of Boards Average Retainer Average Meeting Fee

Retainer Only 2011 32% $92,730

2010 28% $84,473

Meeting Fee Only 2011 1% $2,820

2010 <1% $2,000

Retainer and Meeting Fee 2011 65% $85,509 $1,583

2010 70% $76,885 $1,608

Stock Options Only 2011 1%

2010 1%

Average and Median Board Retainers, Including Cash and Shares

Mandatory Shares in Retainer No Mandatory Shares in Retainer

Average Median Average Median

<500M 2011 $87,120 $83,286 $31,365 $27,850

2010 $63,183 $50,000 $32,019 $25,000

2003 $22,090 $20,000 $17,461 $15,000

500M - 1B 2011 $87,713 $86,000 $47,559 $40,000

2010 $67,803 $63,220 $39,004 $30,000

2003 $20,685 $16,500 $20,830 $15,000

1B - 5B 2011 $108,944 $101,160 $51,056 $40,000

2010 $95,468 $45,000 $49,313 $41,200

2003 $42,049 $37,500 $25,018 $21,724

>5B 2011 $140,145 $140,000 $90,352 $99,000

2010 $134,858 $120,000 $98,172 $101,500

2003 $67,681 $55,000 $43,572 $40,000

ALL 2011 $119,317 $109,450 $54,272 $40,000

2010 $105,882 $100,000 $52,055 $40,000

2003 $50,054 $39,370 $24,626 $20,000

Board Chair Compensation



Introduction

• All compensation in this section represents non-executive board chairs. Executive chair compensation is not included due to the small number of executive chairs included in our sample and the high variability in compensation for executive chairs.

Non-Executive Chairs

• The 2011 average non-executive chair retainer of $229,063 was 5% higher than in 2010, following a 10% increase last year and increases between 2% and 4% in the previous three years. The median non-executive chair retainer was $200,000 in both 2011 and 2010.

• In 2011, the non-executive board chair retainer at companies with $500 million or less in assets rose by 20%. Increases in all other asset size categories ranged between less than 1% and 5%.

• In 2011, 13% of boards paid their chairs more than $350,000. This was the same as last year and compared to 10% in 2009 and 8% in 2008.

• Forty percent of the non-executive chairs that did not receive a retainer were non-independent chairs.• As with director retainers, non-executive chair retainers are larger when there is a mandatory portion in shares

or share equivalents. The average non-executive chair retainer that included shares or share equivalents in 2011 was 60% higher in value than one that was cash-only or had only a voluntary portion in shares or share equivalents. This compares to a differential of 61% last year and 76% two years earlier.

Key Findings

• The 2011 average non-executive chair retainer of $229,063 was 5% higher than in 2010, following a 10% increase last year and increases between 2% and 4% in the previous three years

• In 2011, the non-executive board chair retainer at companies with $500 million or less in assets rose by 20%. Increases in all other asset size categories ranged between less than 1% and 5%

• Non-executive chair retainers are larger when there is a mandatory portion in shares or share equivalents. The average retainer that included shares or share equivalents in 2011 was 60% higher in value than the average retainer that was cash-only or had only a voluntary portion in shares or share equivalents


Average Annual Non-Executive Chair Retainer

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

2011 $115,174 $127,192 $203,401 $338,205 $229,063

2010 $96,379 $125,477 $192,846 $336,980 $217,909

2002 $60,618 $76,580 $132,585 $225,771 $124,861

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

Mandatory Shares in Retainer No Mandatory Shares in Retainer

Average Median Average Median

2011 $274,610 $243,844 $171,442 $122,500

2010 $269,838 $230,758 $167,098 $127,500

2006 $251,241 $232,500 $129,460 $95,000

Non-Executive Chair Retainer

2011 2010 2002

Average $229,063 $217,909 $124,861

Median $200,000 $200,000 $99,500

Range $15,000 to $1,086,352 $25,000 to $902,585 $7,500 to $1,570,400


Largest Non-Executive Board Chair Retainers

Total Cash Portion Share Based Portion*

Goldcorp Inc. $1,086,352† $917,572† $168,780†

Teck Resources Limited $660,276 $360,000 $300,276

Bombardier Inc. $600,000 $600,000

Thomson Reuters Corporation $594,000† $594,000†

EnCana Corporation $540,900 $250,000 $290,900

Cenovus Energy Inc. $529,600 $280,000 $249,600

RioCan Real Estate Investment Trust $528,470 $175,000 $353,470

Suncor Energy Inc. $503,154 $250,000 $253,154

Saputo Inc. $500,000 $500,000

Talisman Energy Inc. $500,000 $200,000 $300,000

Nexen Inc. $493,382 $250,000 $243,382

Calfrac Well Services Ltd. $477,500 $130,000 $347,500

* Where share values have not been provided, the value of shares has been calculated based on the number of shares awarded in fiscal 2010 and the fiscal year end closing share price.

† Converted from $US at 0.99

Non-Executive Board Chair Retainer Distribution*

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

$50,000 or less 2011 11% 17% 2% 0 5%

2010 23% 13% 2% 0 6%

$50,001 to $150,000 2011 56% 31% 28% 5% 24%

2010 41% 40% 28% 5% 25%

$150,001 to $250,000 2011 11% 22% 29% 28% 26%

2010 18% 25% 32% 27% 28%

$250,001 to $350,000 2011 0 6% 18% 31% 18%

2010 0 3% 14% 29% 15%

Over $350,000 2011 0 0 7% 32% 13%

2010 0 0 7% 34% 13%

No Retainer 2011 21% 25% 15% 5% 14%

2010 18% 20% 16% 5% 14%

* Percentage of boards with a non-executive chair.

Lead Director Compensation



• Seventy-three percent of boards with a lead director paid an additional fee to the lead director in 2011, compared with 77% and 73% respectively in the previous two years and only 38% in 2002.

• Larger companies are more likely to pay a lead director retainer. In 2011, 81% of companies with more than $1 billion in assets that had a lead director paid an additional retainer to the lead director, compared with 45% of companies with assets of less than $1 billion.

• In 2011, there was a 6% decrease in the average lead director retainer, following a 10% increase in 2010. The board at the top of the range in lead director retainers in 2010 (Magna International Inc.) paid a retainer of $257,500, including cash and deferred share units. However, Magna International Inc. no longer had a lead director in 2011, which had a strong effect on the overall average.

• The median lead director retainer in 2011 was 5% higher than in 2010.

Lead Director Additional Retainer*, Including Cash and Shares

2011 2010 2003

Average $35,287 $37,329 $26,111

Median $25,000 $23,750 $15,000

Range $2,500 to 101,534 $2,500 to $257,500 $1,500 to $105,113

* Additional to director retainer.

* Additional to director retainer.

Average Annual Lead Director Additional Retainer* Including Cash and Shares

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

2011 $21,620 $33,540 $31,875 $43,430 $35,287

2010 $29,542 $10,700 $34,000 $53,376 $37,329

2003 $15,172 $22,173 $26,067 $33,184 $25,112

Key Findings

• 73% of boards with a lead director paid an additional fee to the lead director

• Larger companies are more likely to pay a lead director retainer

• In 2011, there was a 6% decrease in the average lead director retainer, following a 10% increase in 2010. However, the median lead director retainer in 2011 was 5% higher than in 2010

Committee Chair Compensation



Committee Chair Retainer

• In 2011, 90% of companies paid a committee chair retainer that was higher than the committee member retainer. This compares to 89% in 2010 and 91% in the previous two years.

• Larger companies are more likely to pay higher committee chair retainers. In 2011, 96% of companies with more than $5 billion in assets paid a committee chair retainer, compared to 92% at companies with $1 billion to $5 billion in assets, 80% at companies with $500 million to $1 billion in assets, and 76% at companies with $500 million or less in assets.

• The National Association of Corporate Directors states, “Over the last several years, board work has been increasingly conducted at the committee level in an effort to manage workflow and maximize efficiency. The burden of this work has fallen primarily on committee chairs.” 27 We believe that the same holds true for Canadian boards and this is represented in the large percentage of boards that pay a higher retainer to the committee chair than to committee members.

• In the United States, 95% 28 of the largest 200 companies paid a committee chair retainer. • The average 2011 committee chair retainer was 4% higher than in 2010, following a 3% increase last year and

a 1% increase in the previous year.

Committee Chair Retainer

2011 2010 2002

Average $14,621 $13,997 $7,443

Median $12,000 $10,000 $5,000

Range $2,000 to $250,000 $2,000 to $250,000 $1,000 to $250,000

27 Director Compensation Report 2011-2012, published by the National Association of Corporate Directors in collaboration with Pearl Meyer & Partners.28 Director Compensation Report 2011-2012, published by the National Association of Corporate Directors in collaboration with Pearl Meyer & Partners.

Key Findings

• 90% of companies paid a committee chair retainer that was higher than the committee member retainer. The larger the company, the more likely it is to pay a higher committee chair retainer

• 82% of companies paid a higher retainer to the chair of the audit committee than to other committee chairs

• In 2011, 22% of boards with a compensation committee paid a higher retainer to that committee chair than some other committees, compared to 13% in 2010, 9% in 2009 and 5% in 2008 and 2007

• Compared to five years ago, average committee chair retainers are 24% higher, and have more than doubled in the past 10 years


* Percentage of companies in each asset category that have a committee chair retainer in each dollar value category. Totals are more than 100% because many boards have several different levels of committee chair retainers that span different dollar value categories.

Average Annual Committee Chair Retainer

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

2011 $9,848 $11,414 $13,041 $18,850 $14,621

2010 $10,709 $9,421 $13,152 $18,088 $13,997

2002 $3,571 $4,105 $6,167 $13,668 $7,443

Committee Chair Retainer Distribution in 2011*

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

$5,000 or less 29% 18% 26% 14% 21%

$5,001 to $10,000 62% 64% 71% 54% 63%

$10,001 to $15,000 38% 36% 45% 50% 45%

$15,001 to $20,000 3% 18% 21% 33% 24%

$20,001 to $25,000 6% 4% 6% 26% 11%

over $25,000 0 4% 10% 24% 12%

No Committee Chair Retainer 24% 20% 8% 4% 10%


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

Differential Committee Chair Retainers

• The practice of paying different retainers to chairs of different committees has become commonplace: ° Audit committee chairs remain the most likely to be paid a premium. In 2011, 82% of companies

paid a higher retainer to audit committee chairs than other committee chairs. This compares to 80% last year, and for the previous three years this percentage has fluctuated between 76% and 78%.

° Compensation committee chairs are also frequently paid at a premium rate. In 2011, 22% of boards with a compensation committee paid a higher retainer to that committee chair than some other committees, compared to 13% in 2010, 9% in 2009 and 5% in 2008 and 2007.

° In 2011, 5% of risk committee chairs received a premium retainer, as well as 4% of governance committee chairs and 3% of environment, health and safety committee chairs.

• This year, like last, the average premium audit committee chair retainer was 56% higher than the non-audit chair retainer. For the previous four years, this percentage ranged between 60% and 66%.

• In 2011, there was a 5% increase in the average premium audit committee chair retainer over 2010 and this follows increases over the previous years of 1%, 2% and 5% consecutively.

• In the United States, the median audit committee chair retainer at the largest 200 companies was US$20,000. 29


Average Premium Audit Committee and Non-Audit* Committee Chair Retainer

Percentage that Pay a Average Audit Committee Average Non-Audit Chair Premium Audit Committee Chair Retainer at Companies Retainer Chair Retainer that Pay a Premium

2011 82% $18,500 $11,858

2010 80% $17,545 $11,253

2003 38% $14,583 $7,254


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

Audit Committee Non-Audit Committee

Average 2011 $18,500 $11,858

2010 $17,545 $11,253

2003 $12,561 $7,254

Median 2011 $15,000 $10,000

2010 $15,000 $9,500

2003 $10,000 $5,000

Range 2011 $3,660 to $70,000 $2,000 to $250,000

2010 $3,250 to $70,000 $2,000 to $250,000

2003 $3,000 to $75,000 $1,000 to $250,000

Committee Chair Meeting Fee

• In 2011, like last year, 4% of companies paid a higher meeting fee to committee chairs than to committee members. This is a decrease from 5% over the previous four years.

• The average committee chair meeting fee in 2011 was $2,208 compared to $2,634 in 2010.• In the United States, 3% of the largest 200 companies paid higher meeting fees to committee chairs,

which is the same percentage as the previous year. 30



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

% of Asset Group that Pay Average Audit Committee Average Non-Audit Premium Audit Committee Chair Retainer at Companies Committee Chair Chair Retainer that Pay a Premium Retainer

<500M 74% $12,467 $7,330

500M - 1B 73% $14,672 $8,972

1B - 5B 83% $18,036 $9,303

>5B 89% $22,585 $16,551

ALL 82% $18,500 $11,858


attract developengage retain


Committee Member Compensation



Committee Member Retainer

• For the third year in a row, average committee member retainers have been relatively stagnant, with annual decreases of 1% or less.

• Paying a committee retainer only to audit committee members, and not to members of other committees, is a practice that is becoming more common. In 2011, 17% of boards that had more than one type of committee and paid a committee retainer, paid that retainer only to audit committee members, compared to less than 1% in 2002. This practice is more common at larger companies; in 2011, 88% of those compensating directors in this manner were at companies with more than $1 billion in assets, and 12% were at companies with less than $1 billion in assets.

• We believe that the stagnation in committee retainer value reflects a decreasing focus on compensating specifically for committee work and an increase in paying for board work overall. For example, director retainers have increased by double-digit percentages every year except one since 2002, and what we have also seen since 2002 is growth in the practice of paying only a board retainer, with no committee member compensation at all. In 2011, 18% of boards used this compensation practice, compared to 16% in 2010 and 6% in 2002. It is possible that this stems from the fact that much of the board’s work is now done at the committee level and boards are unifying payment for director and committee responsibilities, with the addition of increased retainers for the extra work taken on by committee chairs. The exception to this trend is for members of audit committees, who are seeing an increase in both amount and prevalence of retainers.

• In the United States, 42% of the largest 200 companies paid a committee member meeting retainer. 31


Key Findings

• For the third year in a row, there has been a decrease of 1% or less in the average value of committee member retainers

• The average audit committee retainer was 46% higher than the average committee member retainer for other committees or at companies that did not pay a premium for audit committee membership

• Paying a committee retainer only to audit committee members, and not to members of other committees, is a practice that is becoming more common. In 2011, 17% of boards that had more than one type of committee and paid a committee retainer, paid that retainer only to audit committee members, compared to less than 1% in 2002


Committee Member Retainer

2011 2010 2002

Average $5,826 $5,887 $3,389

Median $5,000 $5,000 $3,000

Range $1,000 to $28,500 $1,000 to $25,750 $750 to $15,704

Committee Member Meeting Fees

2011 2010 2002

Average $1,569 $1,568 $1,292

Median $1,500 $1,500 $1,000

Range $750 to 3,000 $500 to $4,000 $250 to $3,926

Average Committee Member Retainer

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

2011 $5,683 $4,874 $5,706 $7,196 $5,826

2010 $4,776 $3,827 $5,253 $6,967 $5,887

2002 $2,371 $1,824 $3,098 $4,724 $3,389

Committee Member Meeting Fee

• In 2011, the average committee meeting fee increased by less than 1% over the 2010 average. Over the previous six years, the annual increase in committee meeting fees ranged between less than 1% and 4%.

• Of the boards that paid some form of committee member compensation, 43% paid committee members a meeting fee only, which is slightly lower than 46% in 2010.

• Eleven percent of companies that paid committee meeting fees paid a higher meeting fee to audit committee members in 2011 compared with 12% in 2010 and 8% in 2009.

• In the United States, 37% of the largest 200 companies paid a committee member meeting fee. 32



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

Audit Committee Non-Audit Committee

Average 2011 $7,883 $5,384

2010 $7,171 $5,152

2003 $5,196 $3,236

Median 2011 $6,000 $4,950

2010 $6,000 $4,500

2003 $5,000 $3,000

Range 2011 $2,000 to $25,000 $1,050 to $24,750

2010 $2,000 to $25,750 $1,000 to $25,750

2003 $3,000 to $10,000 $1,000 to $14,015

Average Committee Member Meeting Fee

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

2011 $1,203 $1,446 $1,579 $1,740 $1,569

2010 $1,340 $1,334 $1,596 $1,739 $1,568

2002 $1,032 $1,098 $1,271 $1,397 $1,292

Audit Committee Member Retainer

• In 2011, 25% of companies paid a higher committee retainer for audit committee members than for other committees, compared to 24% in 2010 and 1% in 2002.

• The average audit committee retainer was 46% higher than the average committee member retainer for other committees or at companies that did not pay a premium for audit committee membership. This compares to 39% last year and 47% in the previous two years.

• In the United States, the median audit committee retainer at the top 200 companies was $US10,000. 33



Stock-Based Compensation



Introduction

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

• We consider a company to have stock option compensation for directors in 2011 when options were actually granted to directors during the fiscal year.

Forms of Stock-Based Compensation

• In 2011, 86% of companies used some form of stock-based compensation for directors, which is an increase from 83% in 2010. There has been an increase in the percentage of boards using stock-based compensation every year since 2007, when 77% fell into this category.

• There has been a corresponding increase in boards compensating directors with share equivalents along with a decrease in boards compensating with shares or trust units. In 2000, the prevalence of each was relatively equal, with 25% boards using shares or trust units, and 28% using share equivalents. While there has been some minor fluctuation over the years, prevalence of shares or trust units has now trended down to 12% while prevalence of share equivalents has trended up to its highest level yet at 62%.

• In 2011, 25% of companies provided directors with stock options or trust unit rights. Over the past four years this percentage has fluctuated between 20% and 26%.

• In the United States, director compensation at the largest 200 companies includes full-value shares at 9% of boards and stock options at 23%. 34


Key Findings

• The use of stock-based compensation increased to 86% from 83% the previous year

• The most prevalent way of providing share compensation to directors is to make a portion of compensation in shares or share equivalents mandatory, and to allow an option to take a further portion in the same manner. In 2011, 35% of boards chose this method, compared to 10% in 2002

• In 2011, 25% of companies provided directors with stock options or trust unit rights

• While there has been some minor fluctuation over the years, prevalence of shares or trust units in director compensation has now trended down to 12% while prevalence of share equivalents has trended up to its highest level yet at 62%

• The larger the company, the more likely it is to have both mandatory and optional share compensation for directors. In 2011, 60% of companies with more than $5 billion in assets used this method, compared to 12% at boards with less than $500 million in assets


Percentage of Companies with a Stock Component in Director Compensation

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

2011 91% 73% 84% 93% 86%

2010 82% 68% 82% 94% 83%

2002 56% 69% 81% 92% 72%

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

Shares/Trust Stock Options/ Share None Units Trust Unit Rights Equivalents

2011 12% 25% 62% 14%

2010 15% 23% 60% 17%

2002 19% 49% 31% 28%

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

Mandatory vs. Voluntary Compensation in Shares or Share Equivalents

• The most prevalent way of providing share compensation to directors is to make a portion of compensation in shares or share equivalents mandatory, and to allow an option to take a further portion in the same manner. In 2011, 35% of boards chose this method, compared to 10% in 2002.

• The larger the company, the more likely it is to have both mandatory and optional share compensation for directors. In 2011, 60% of companies with more than $5 billion in assets used this method, compared to 12% at boards with less than $500 million in assets.


Percentage of Companies with Compensation in Shares or Share Equivalents

2011 2010 2002

Option to take all or part of compensation in shares or share equivalents 16% 17% 19%

Must take all or part of compensation in shares or share equivalents,

no option of taking a further portion in the same manner 16% 19% 8%

At least a portion of compensation must be in share or share equivalents 35% 30% 10%

Percentage of Companies with Compensation in Share or Share Equivalents, by Asset Size

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

Option to take all or part of compensation in shares or share equivalents 3% 13% 19% 19% 16%

Must take all or part of compensation in shares or share equivalents, no option of taking a further portion in the same manner 18% 7% 22% 11% 16%

At least a portion of compensation must be in share or share equivalents 12% 16% 30% 60% 35%

Compensation Summary



Average Compensation

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

Director Retainer 2011 $48,260 $56,897 $81,838 $125,760 $87,908

2010 $40,010 $49,204 $72,390 $123,940 $79,060

2002 $15,117 $14,798 $22,269 $34,067 $20,929

Board Meeting 2011 $1,219 $1,606 $1,555 $1,824 $1,602

2010 $1,491 $1,345 $1,586 $1,852 $1,610

2002 $1,193 $1,148 $1,386 $1,507 $1,303

Non-Executive Chair Retainer 2011 $115,174 $127,192 $203,401 $338,205 $229,063

2010 $96,379 $125,477 $192,846 $336,980 $217,909

2002 $60,618 $76,580 $132,585 $225,771 $124,861

Lead Director Additional Retainer 2011 $21,620 $33,540 $31,875 $43,430 $35,287

2010 $29,542 $10,700 $34,000 $53,376 $37,329

2003 $15,172 $22,173 $26,067 $33,184 $25,112

Committee Chair Retainer 2011 $9,848 $11,414 $13,041 $18,850 $14,621

2010 $10,709 $9,421 $13,152 $18,088 $13,997

2002 $3,571 $4,105 $6,167 $13,668 $7,443

Committee Member Retainer 2011 $5,683 $4,874 $5,706 $7,196 $5,826

2010 $4,776 $3,827 $5,253 $6,967 $5,887

2002 $2,371 $1,824 $3,098 $4,724 $3,389

Committee Member Meeting 2011 $1,203 $1,446 $1,579 $1,740 $1,569

2010 $1,340 $1,334 $1,596 $1,739 $1,568

2002 $1,032 $1,098 $1,271 $1,397 $1,292

Telephone Meeting* 2011 $896 $669 $864 $883 $853

2010 $1,023 $757 $881 $909 $871

2002 $612 $570 $721 $673 $648

* 8% of boards stated that their in-person and telephone meeting fees were the same in 2011.

Key Findings

• In 2011, the most significant change we saw was the 11% increase in average director retainers to $87,908

• Non-executive chair retainers increased by 5% over last year• The average 2011 committee chair retainer was 4% higher than in 2010 while committee member

retainers showed a 1% decrease over last year• Meeting fees for both board and committee meetings showed minimal year over year change

Director Share Ownership



Director Shareholding

• In 2011, 95% of directors owned and/or controlled shares in the companies on whose boards they sit. This category has fluctuated between 94% and 95% for the last four years, before which it rose steadily from 87% in 2002.

• Of those directors that did not own and/or control shares in 2011, 26% had been on their boards for less than one year.

Percentage of Directors Who Own and/or Control Shares Or Share Equivalents

in the Companies on Whose Boards They Sit

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

2011 86% 88% 97% 98% 95%

2010 87% 89% 95% 98% 94%

2002 81% 84% 90% 95% 87%

Key Findings

• In 2011, 95% of directors owned and/or controlled shares in the companies on whose boards they sit. This category has fluctuated between 94% and 95% for the last four years, before which it rose steadily from 87% in 2002

• In 2011 the number of boards with an explicit shareholding guideline increased to 70% from 67% in 2010, and up from 18% in 2002

• The larger the company, the more likely the board is to have a shareholding guideline, either implicit or explicit. In 2011, 95% of companies with more than $5 billion in assets required directors to hold shares, compared to 35% of companies with less than $500 million in assets

• Shareholding guidelines expressed as a dollar value equal to a multiple of the annual retainer have grown in popularity over recent years. Last year, the percentage of companies requiring directors to hold various multiples of the annual director retainer peaked at 70%, and in 2011 we saw a slight decrease to 69% of companies

• In 2011, of those companies requiring directors to hold stock, 62% required the stock be valued at least three times their annual retainer, while 23% required directors to hold four times or more, and 14% required less than three times


Director Shareholding Guidelines

• When director compensation includes a mandatory portion in deferred share units that must be held as long as the director remains on the board, we consider this to be an implicit director shareholding guideline.

• In 2011 the number of boards with an explicit shareholding guideline increased to 70% from 67% in 2010, and up from 18% in 2002.

• The larger the company, the more likely the board is to have a shareholding guideline, either implicit or explicit. In 2011, 96% of companies with more than $5 billion in assets required directors to hold shares, compared to 35% of companies with less than $500 million in assets. However, as shown on page 77, the lack of a requirement is not preventing many directors at smaller boards from holding shares, as 86% of directors at companies with less than $500 million in assets actually own shares. Shareholding at larger companies is more stable though. Since 2002, the percentage of directors that owned shares at companies with less than $500 million in assets ranged up and down between 81% and 92%, while the percentage of directors that owned shares at companies with more than $5 billion in assets ranged between 95% and 99% for the same period.

• In the United States, 89% of the largest 200 companies have some form of shareholding guideline. 35

Percentage of Boards with a Director Shareholding Guideline

2011 2010 2002

Specifiedguidelineonly 70% 67% 18%

Including mandatory deferred share units that must be held until the director leaves the board 76% 74% 20%



• The most common way to define mandatory shareholding limits are as a dollar value, either explicitly or as a multiple of the value of the director retainer. With some minor fluctuations over the years, both of these methods have increased in popularity to a combined 89% in 2011, from a combined 67% in 2003. At the same time, the practice of setting share ownership guidelines with a specific number of shares has declined from 30% in 2003 down to 10% in 2011.

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

2011 2010 2003

Dollar value equal to a multiple of the annual director retainer 69% 70% 48%

Specificdollarvalue 20% 18% 19%

Specificnumberof sharesorshareunits 10% 11% 30%

Highest of two of the variables listed above 0 0 2%

Multiple of annual retainer plus another item 2% 2% 0

Percentage of Boards with a Director Shareholding Guideline, by Asset Size

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

Specifiedguidelineonly 2011 26% 33% 78% 94% 70%

2010 22% 32% 76% 93% 67%

2002 2% 8% 24% 50% 18%

Including mandatory deferred share units that must be held until the director leaves the board 2011 35% 38% 84% 96% 76%

2010 35% 46% 82% 95% 74%

2002 4% 11% 27% 50% 20%


• In 2003, 56% of companies required directors to hold shares valued at four or more times their retainer, while in 2011 only 23% of companies fell into this category.

• Despite this shift away from shareholding guidelines set at multiples greater than three times the director retainer, the overall value of share ownership guidelines continues to increase. In 2011, the median shareholding guideline value was $210,000, compared to $180,000 in 2010.

Value* of Director Share Ownership Guidelines

2011 2010 2003

Average value $262,780 $240,656 $137,933

Median value $210,000 $180,000 $108,850

Range of values $18,000 to $995,400 $5,875 to $1,023,300 $6,250 to $490,525

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

2011 2010 2003

Equal to the retainer value 5% 4% 4%

Two times the retainer value 8% 8% 13%

Two and a half times the retainer value 1% 1% 0

Three times the retainer value 62% 65% 27%

Four times the retainer value 5% 5% 6%

Five times the retainer value 15% 16% 35%

Six times the retainer value 3% 1% 13%

Eight times the retainer value 0 0 2%

* Where a guideline specified a number of shares or share units, a value was calculated based on the fiscal year-end closing price of the share. If a company had more than one class of share and did not specify one class in the shareholding guideline, the calculation was based on the class of share with the lower year-end closing price. Where a guideline specified a value equal to a multiple of the annual retainer, the value was calculated using the retainer amount for 2011.


Any additional explanation required for entries is detailed in the Company Data Endnotes

on pages 92 to 94.

Stock compensation is an increasingly important part of director compensation.

It is represented in the Appendix as follows:

• Req’d: “X” in this column indicates that directors must take all or some

of their compensation in either shares or share equivalents

• Elect: “X” in this column indicates that directors can elect to take all or

some of their cash compensation in the form of shares or share equivalents

• Options: Values of stock options are not stated, however we do indicate which

companies granted stock options to directors in fiscal 2011

The following pages contain data collected from annual reports, management proxycircularsandannualinformationformsregardingfiscalyear-endsinlate2011 and early 2012. It is in alphabetical order by company name.

Company Data


** Includes guidelines to hold any type of shares or share units. Non-bold are specific guidelines. Bold are implicit shareholding policies where directors receive a mandatory portion of their compensation in share units, and those share units must be held as long as the director is a member of that board.

* CC = combined CEO/Chair, IC = Independent Chair, NIC = Non-Executive, Non-Independent Chair, EC = Executive Chair, LD = Lead Director (if blank, there is no Board Chair or Lead Director)

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

Advantage Oil and Gas Ltd. 1,972,789 IC 9 7 2 7 300,774 57 166,768 57 X Aecon Group Inc. 1,984,095 CC, LD 8 7 0 14 Yes 75,000 1,500 85,000 4,000 1,500 12,500 20,000² XAfferro Mining Inc. 62,033¹ IC 5 4 0 5 79,393¹ 55,576¹ XAGF Management Limited 5,231,159 CC, LD 9 5 1 10 Yes 45,000 20,000 2,000 3,000 10 4,000² 4,000 6,000 10 15,000² X Agnico-Eagle Mines Limited 4,983,919¹ IC 14 12 2 8 Yes 240,000 120,000 10,000 25,000² XAgrium Inc. 13,008,600¹ IC 11 10 2 7 Yes 336,600¹ 158,400¹ 990¹ 3,465¹ 990¹ 1,485 1,2 6,435¹ 9,900 1,7 14,850 1,2 X X Aimia Inc. 4,931,733 IC 9 8 1 4 Yes 303,500 100 64,406 100 1,500 2,500 5,000² 1,500 7,500 10,000 7 15,000² X X Air Canada 9,633,000 IC 10 9 0 4 Yes 325,000 120,000 5,000 10,000 26,40 10,000 20,000 26,40 X Alacer Gold Corp. 1,784,883¹ IC 8 5 1 5 Yes 178,200¹ 86,130¹ 9,900¹ 14,850 1,2 Alamos Gold Inc. 593,232¹ IC 7 6 0 4 Yes 40,000 18,000 1,000 1,000 6,000 10,000² XAlgoma Central Corporation 874,397 IC 9 6 0 11 22,500 1,670 6,000 1,670 11,000 Algonquin Power & Utilities Corp. 1,282,588 IC 6 4 0 2 150,000 60,000 1,500 1,500 7,500 10,000² X Alimentation Couche-Tard Inc. 3,959,604¹ NIC, LD 10 6 2 13 Yes 229,500 50,000 1,530 30,000 3,060 1,530 2,040² 6,000 12,000² X X Allied Properties Real Estate Investment Trust X 2,154,552 IC 6 5 0 7 Yes 75,000 99 60,000 99 2,500 5,000² X XAltaGas Ltd. 3,542,420 CC, LD 9 8 1 5 Yes 120,808 21 1,500 60,000 4,000 1,250 10,000 20,000² X Altius Minerals Corporation 313,819 NIC 6 4 1 8 Yes 125,000 75,000 1,500 7,500 15,000² X ARC Resources Ltd. 5,323,900 IC 10 9 1 8 Yes 155,000 55,000 7,500 15,000 25,000 7 32,500² X X Artis Real Estate Investment Trust X 3,167,588 IC 7 5 0 7 65,000 45,000 2,000 58 2,000 2,000 58 5,000 15,000² Astral Media Inc. 2,515,383 NIC, LD 14 10 3 19 Yes 65,000 9 15,000 10,000 15,000² X ATCO Ltd. 12,453,000 NIC, LD 8 5 1 15 Yes 175,000 140,000 8 2,000 8,32 50,000 7,500² 1,500 31 8,500 20,000² X X Athabasca Oil Sands Corp. 3,944,786 IC 5 4 0 4 407,724 98 333,179 98 7,000 X Atlantic Power Corporation 3,215,943¹ IC 6 5 1 5 Yes 84,150¹ 59,400¹ 1,485¹ 1,485¹ 9,900 1,10 14,850 1,2 X X Atrium Innovations Inc. 817,684¹ IC 10 9 1 6 110,000 40,000 1,500 1,500 7,000 10,000² AuRico Gold Inc. 3,142,276¹ IC 9 7 0 1 Yes 175,000 75,000 10,000 15,000 2,10 X X XAurizon Mines Ltd. 418,381 NIC, LD 10 7 1 11 Yes 150,000 25,000 1,200 6,000 1,200 6,000 10,000² XAvion Gold Corporation 353,505¹ IC 7 5 0 2 59 20,000 59 XB2Gold Corp. 557,410¹ IC 7 6 0 4 25,000 56 25,000 XBank of Montreal 477,423,000 IC 16 15 4 9 Yes 300,000 100,000 2,000 1,500 15,000 14 25,000 40,000² X X Bank of Nova Scotia 575,256,000 IC 14 13 3 11 Yes 300,000 120,000 2,000 3,000 6,000 12 2,000 20,000 13 25,000 40,000 12 X X Bankers Petroleum Ltd. 654,604¹ IC 8 7 0 5 30,000 10,000 XBanro Corporation 424,849¹ IC 7 4 0 10 29,700¹ 7,425 1,10 9,900 1,2 14,850 1,10 22,275 1,2 Barrick Gold Corporation 48,395,160¹ NIC, LD 14 9 1 12 Yes 198,000¹ 29,700¹ 2,970 1,2 14,850¹ 24,750 1,2 X X Baytex Energy Corp. 2,461,810 NIC, LD 8 6 0 9 Yes 129,022 1,500 20,000 1,500 5,000 20,000² X BCE Inc. 39,426,000 IC 13 12 2 4 Yes 350,000 160,000 45 45 45 X X Bell Aliant Inc. 3,487,100 NIC, LD 10 4 3 5 Yes 120,000 80,000 123 30,000 122 X X Birchcliff Energy Ltd. 1,225,497 IC 5 4 0 5 50,000 1,250 1,250 Blackpearl Resources Inc. 606,521 IC, LD 5 4 0 3 Yes 40,000 XBMTC Group Inc. 274,446 CC, LD 9 4 1 14 Yes 75,000 X Boardwalk Real Estate Investment Trust X 5,089,023 CC, LD 5 4 0 8 Yes 25,000 44 1,500 44 20,000 44 5,000 44 1,500 44 8,000 44 15,000 16,44 X Bombardier Inc. 23,625,360¹ NIC, LD 14 9 2 15 Yes 600,000 150,000 15,000 5,000 10,000 20,000² X X Bonavista Energy Corporation 3,924,160 CC, LD 8 6 1 10 Yes 40,000 1,500 15,000 4,500 8,000 2 1,500 7,000 17,000² Bonterra Energy Corp. 364,176 CC 4 3 0 21 10,200 61 XBPO Properties Ltd. 5,374,600 IC 3 2 0 9 75,000 Brookfield Asset Management Inc. 90,119,700¹ IC 15 11 1 13 Yes 350,000 150,000 15,000 25,000² X X Brookfield Properties Corporation 24,892,560¹ NIC, LD 11 6 1 9 Yes 99,000¹ 19,800¹ 9,900 1,2 19,800 1,2 X CAE Inc. 3,183,700 IC 14 13 1 8 Yes 225,000 80,000 10,000 25,000 X X Calfrac Well Services Ltd. 1,405,121 IC 7 6 0 6 Yes 477,500 183,750 1,500 1,500 2,500² 5,000 10,000² X Calloway Real Estate Investment Trust X 5,955,456 8 5 1 6 Yes 35,000 60 1,500 1,500 2,000² 5,000 7,500 24 10,000² X Cameco Corporation 7,801,831 IC 12 10 2 7 Yes 340,000 140,000 8 1,500 8 5,000 8 1,500 8 2,000 2,8 11,000 8 20,000 2,7,8 X Canaccord Financial Inc. 5,762,723 NIC, LD 9 6 0 6 Yes 100,000 1,500 40,000 1,500 10,000 20,000² X X Canada Bread Company, Limited 964,475 NIC 7 3 1 13 120,000 1,500 10,000 15,000² Canadian Apartment Properties Real Estate Investment Trust X 3,804,650 NIC, LD 7 5 0 10 Yes 75,000 55 55,000 55 10,000 7,000 X Canadian Helicopters Group Inc. 332,956 IC 5 4 0 6 45,000 25,000 1,400 2,500 1,400 7,000 12,000² Canadian Imperial Bank of Commerce 353,699,000 IC 16 15 4 5 Yes 375,000 100,000 2,000 5,000 27 2,000 25,000 27 40,000 2,27 X X Canadian National Railway Company 26,026,000 IC 13 12 2 10 Yes 466,312 188,660 1,485¹ 3,465¹ 1,485¹ 14,850¹ 24,750 1,2,7 X X Canadian Natural Resources Limited 47,278,000 NIC 14 10 1 10 Yes 198,470 1,500 4,500 1,500 7,500 15,000² X X Canadian Oil Sands Limited 8,620,000 IC 9 8 0 7 Yes 320,500 155,000 1,500 4,000 7,000² 1,500 8,000 12,000 24 20,000² X Canadian Pacific Railway Limited 14,110,000 IC 15 14 3 5 Yes 350,000 140,000 8 1,500 8 3,500 8 7,000 8,26 1,500 8 10,500 8 15,500 8,26 X X Canadian Real Estate Investment Trust X 3,301,337 IC 8 7 1 7 Yes 98,500 35 46,500 35 1,600 1,600 5,000 34 10,000 X Canadian Tire Corporation, Limited 12,338,800 IC 16 12 2 7 Yes 344,000 120,000 2,000 2,000 2,750² 11,000 17,500 33,38 30,000² X



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

Advantage Oil and Gas Ltd. 1,972,789 IC 9 7 2 7 300,774 57 166,768 57 X Aecon Group Inc. 1,984,095 CC, LD 8 7 0 14 Yes 75,000 1,500 85,000 4,000 1,500 12,500 20,000² XAfferro Mining Inc. 62,033¹ IC 5 4 0 5 79,393¹ 55,576¹ XAGF Management Limited 5,231,159 CC, LD 9 5 1 10 Yes 45,000 20,000 2,000 3,000 10 4,000² 4,000 6,000 10 15,000² X Agnico-Eagle Mines Limited 4,983,919¹ IC 14 12 2 8 Yes 240,000 120,000 10,000 25,000² XAgrium Inc. 13,008,600¹ IC 11 10 2 7 Yes 336,600¹ 158,400¹ 990¹ 3,465¹ 990¹ 1,485 1,2 6,435¹ 9,900 1,7 14,850 1,2 X X Aimia Inc. 4,931,733 IC 9 8 1 4 Yes 303,500 100 64,406 100 1,500 2,500 5,000² 1,500 7,500 10,000 7 15,000² X X Air Canada 9,633,000 IC 10 9 0 4 Yes 325,000 120,000 5,000 10,000 26,40 10,000 20,000 26,40 X Alacer Gold Corp. 1,784,883¹ IC 8 5 1 5 Yes 178,200¹ 86,130¹ 9,900¹ 14,850 1,2 Alamos Gold Inc. 593,232¹ IC 7 6 0 4 Yes 40,000 18,000 1,000 1,000 6,000 10,000² XAlgoma Central Corporation 874,397 IC 9 6 0 11 22,500 1,670 6,000 1,670 11,000 Algonquin Power & Utilities Corp. 1,282,588 IC 6 4 0 2 150,000 60,000 1,500 1,500 7,500 10,000² X Alimentation Couche-Tard Inc. 3,959,604¹ NIC, LD 10 6 2 13 Yes 229,500 50,000 1,530 30,000 3,060 1,530 2,040² 6,000 12,000² X X Allied Properties Real Estate Investment Trust X 2,154,552 IC 6 5 0 7 Yes 75,000 99 60,000 99 2,500 5,000² X XAltaGas Ltd. 3,542,420 CC, LD 9 8 1 5 Yes 120,808 21 1,500 60,000 4,000 1,250 10,000 20,000² X Altius Minerals Corporation 313,819 NIC 6 4 1 8 Yes 125,000 75,000 1,500 7,500 15,000² X ARC Resources Ltd. 5,323,900 IC 10 9 1 8 Yes 155,000 55,000 7,500 15,000 25,000 7 32,500² X X Artis Real Estate Investment Trust X 3,167,588 IC 7 5 0 7 65,000 45,000 2,000 58 2,000 2,000 58 5,000 15,000² Astral Media Inc. 2,515,383 NIC, LD 14 10 3 19 Yes 65,000 9 15,000 10,000 15,000² X ATCO Ltd. 12,453,000 NIC, LD 8 5 1 15 Yes 175,000 140,000 8 2,000 8,32 50,000 7,500² 1,500 31 8,500 20,000² X X Athabasca Oil Sands Corp. 3,944,786 IC 5 4 0 4 407,724 98 333,179 98 7,000 X Atlantic Power Corporation 3,215,943¹ IC 6 5 1 5 Yes 84,150¹ 59,400¹ 1,485¹ 1,485¹ 9,900 1,10 14,850 1,2 X X Atrium Innovations Inc. 817,684¹ IC 10 9 1 6 110,000 40,000 1,500 1,500 7,000 10,000² AuRico Gold Inc. 3,142,276¹ IC 9 7 0 1 Yes 175,000 75,000 10,000 15,000 2,10 X X XAurizon Mines Ltd. 418,381 NIC, LD 10 7 1 11 Yes 150,000 25,000 1,200 6,000 1,200 6,000 10,000² XAvion Gold Corporation 353,505¹ IC 7 5 0 2 59 20,000 59 XB2Gold Corp. 557,410¹ IC 7 6 0 4 25,000 56 25,000 XBank of Montreal 477,423,000 IC 16 15 4 9 Yes 300,000 100,000 2,000 1,500 15,000 14 25,000 40,000² X X Bank of Nova Scotia 575,256,000 IC 14 13 3 11 Yes 300,000 120,000 2,000 3,000 6,000 12 2,000 20,000 13 25,000 40,000 12 X X Bankers Petroleum Ltd. 654,604¹ IC 8 7 0 5 30,000 10,000 XBanro Corporation 424,849¹ IC 7 4 0 10 29,700¹ 7,425 1,10 9,900 1,2 14,850 1,10 22,275 1,2 Barrick Gold Corporation 48,395,160¹ NIC, LD 14 9 1 12 Yes 198,000¹ 29,700¹ 2,970 1,2 14,850¹ 24,750 1,2 X X Baytex Energy Corp. 2,461,810 NIC, LD 8 6 0 9 Yes 129,022 1,500 20,000 1,500 5,000 20,000² X BCE Inc. 39,426,000 IC 13 12 2 4 Yes 350,000 160,000 45 45 45 X X Bell Aliant Inc. 3,487,100 NIC, LD 10 4 3 5 Yes 120,000 80,000 123 30,000 122 X X Birchcliff Energy Ltd. 1,225,497 IC 5 4 0 5 50,000 1,250 1,250 Blackpearl Resources Inc. 606,521 IC, LD 5 4 0 3 Yes 40,000 XBMTC Group Inc. 274,446 CC, LD 9 4 1 14 Yes 75,000 X Boardwalk Real Estate Investment Trust X 5,089,023 CC, LD 5 4 0 8 Yes 25,000 44 1,500 44 20,000 44 5,000 44 1,500 44 8,000 44 15,000 16,44 X Bombardier Inc. 23,625,360¹ NIC, LD 14 9 2 15 Yes 600,000 150,000 15,000 5,000 10,000 20,000² X X Bonavista Energy Corporation 3,924,160 CC, LD 8 6 1 10 Yes 40,000 1,500 15,000 4,500 8,000 2 1,500 7,000 17,000² Bonterra Energy Corp. 364,176 CC 4 3 0 21 10,200 61 XBPO Properties Ltd. 5,374,600 IC 3 2 0 9 75,000 Brookfield Asset Management Inc. 90,119,700¹ IC 15 11 1 13 Yes 350,000 150,000 15,000 25,000² X X Brookfield Properties Corporation 24,892,560¹ NIC, LD 11 6 1 9 Yes 99,000¹ 19,800¹ 9,900 1,2 19,800 1,2 X CAE Inc. 3,183,700 IC 14 13 1 8 Yes 225,000 80,000 10,000 25,000 X X Calfrac Well Services Ltd. 1,405,121 IC 7 6 0 6 Yes 477,500 183,750 1,500 1,500 2,500² 5,000 10,000² X Calloway Real Estate Investment Trust X 5,955,456 8 5 1 6 Yes 35,000 60 1,500 1,500 2,000² 5,000 7,500 24 10,000² X Cameco Corporation 7,801,831 IC 12 10 2 7 Yes 340,000 140,000 8 1,500 8 5,000 8 1,500 8 2,000 2,8 11,000 8 20,000 2,7,8 X Canaccord Financial Inc. 5,762,723 NIC, LD 9 6 0 6 Yes 100,000 1,500 40,000 1,500 10,000 20,000² X X Canada Bread Company, Limited 964,475 NIC 7 3 1 13 120,000 1,500 10,000 15,000² Canadian Apartment Properties Real Estate Investment Trust X 3,804,650 NIC, LD 7 5 0 10 Yes 75,000 55 55,000 55 10,000 7,000 X Canadian Helicopters Group Inc. 332,956 IC 5 4 0 6 45,000 25,000 1,400 2,500 1,400 7,000 12,000² Canadian Imperial Bank of Commerce 353,699,000 IC 16 15 4 5 Yes 375,000 100,000 2,000 5,000 27 2,000 25,000 27 40,000 2,27 X X Canadian National Railway Company 26,026,000 IC 13 12 2 10 Yes 466,312 188,660 1,485¹ 3,465¹ 1,485¹ 14,850¹ 24,750 1,2,7 X X Canadian Natural Resources Limited 47,278,000 NIC 14 10 1 10 Yes 198,470 1,500 4,500 1,500 7,500 15,000² X X Canadian Oil Sands Limited 8,620,000 IC 9 8 0 7 Yes 320,500 155,000 1,500 4,000 7,000² 1,500 8,000 12,000 24 20,000² X Canadian Pacific Railway Limited 14,110,000 IC 15 14 3 5 Yes 350,000 140,000 8 1,500 8 3,500 8 7,000 8,26 1,500 8 10,500 8 15,500 8,26 X X Canadian Real Estate Investment Trust X 3,301,337 IC 8 7 1 7 Yes 98,500 35 46,500 35 1,600 1,600 5,000 34 10,000 X Canadian Tire Corporation, Limited 12,338,800 IC 16 12 2 7 Yes 344,000 120,000 2,000 2,000 2,750² 11,000 17,500 33,38 30,000² X

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



Canadian Utilities Limited 11,696,000 NIC, LD 12 8 3 10 Yes 175,000 140,000 8 2,000 8,32 50,000 7,500 2,8 1,500 31 8,500 20,000² X X Canadian Western Bank 14,772,035 IC 14 13 2 14 Yes 180,000 80,000 1,500 4,000 8,000² 1,500 3,000² 7,500 15,000² X X Canexus Corporation 781,517 IC 8 7 1 6 Yes 176,250 86,000 1,500 3,000 1,500 5,000 10,000² X X Canfor Corporation 2,401,600 IC 9 8 0 11 Yes 177,150 102,150 2,000 5,000 10,000² 2,000 10,000 20,000² X Canyon Services Group Inc. 407,330 IC 7 6 0 3 Yes 140,878 115 110,878 115 1,250 1,250 5,000 15,000² X Capital Power Corporation 4,743,000 IC 12 11 1 2 Yes 145,000 107 115,000 1,500 1,500 5,000 7,500 70 10,000² X X Capstone Mining Corp. 1,405,340¹ IC 7 6 1 3 82,410¹ 56,657¹ 5,638¹ 10,168 1,36 18,750 1,2 XCascades Inc. 3,731,000 CC, LD 12 6 1 21 Yes 51,579 1,500 2,000 2,000 10,000² 2,500² X CCL Industries Inc. 1,613,481 NIC, LD 10 7 0 10 Yes 79,575 8 2,000 8 12,500 2,000 8 7,500 8 12,500² X X Celestica Inc. 2,939,904¹ IC 8 6 1 6 Yes 306,900¹ 183,150¹ 2,475 1,23 2,475 1,23 9,900 1,10,22 19,800 1,2 X X Celtic Exploration Ltd. 1,079,923 IC 5 4 0 9 XCenovus Energy Inc. 22,194,000 IC 9 8 1 2 Yes 529,600 279,600 1,500 1,500 7,500 15,000² X X Centerra Gold Inc. 1,671,732¹ IC 12 9 1 4 Yes 297,500 140,000 1,500 1,500 5,000 10,000² X X CGI Group Inc. 4,685,543 NIC, LD 13 9 2 14 Yes 75,000 8 1,500 8 15,000 2,000 8 2,500 8 10,000 12,500² X X XChartwell Seniors Housing Real Estate Investment Trust X 2,706,521 IC 8 6 2 7 Yes 80,000 62,63 32,500 62,63 1,500 63 1,500 63 12,500 63 X Chemtrade Logistics Income Fund X 1,075,602 IC 4 4 0 8 Yes 85,000 X China Gold International Resources Corp. Ltd. 1,727,055¹ NIC, LD 9 4 0 3 12,000 6,000 101 Chorus Aviation Inc. 773,429 IC 9 8 1 3 Yes 150,000 46 95,000 46 2,500 5,000 26 7,500 15,000 26 X X CI Financial Corp. 3,084,982 NIC, LD 11 8 0 9 Yes 92,500 32,500² Cineplex Inc. 1,245,077 IC 9 8 2 2 Yes 110,000 70,000 15,000 20,000² X CML Healthcare Inc. 440,797 CC 7 6 1 4 133,000 88,000 1,500 1,500 5,000 10,000² X X Cogeco Cable Inc. 2,735,500 IC 8 7 1 11 Yes 112,500 40,000 11 1,500 3,000 4,000 3 5,000² 1,500 7,000 10,000 3 15,000² X COGECO Inc. 2,897,254 IC 7 6 1 12 Yes 112,500 40,000 11 1,500 3,000 4,000 3 5,000² 1,500 7,000 10,000 3 15,000² X Colossus Minerals Inc. 232,878 NIC 8 6 0 2 22,000 1,000 1,000 2,000² 5,000 10,000² XCominar Real Estate Investment Trust X 2,763,256 IC 9 6 1 9 Yes 75,000 25,000 1,500 1,500 5,000 15,000² Constellation Software Inc. 624,269¹ CC, LD 8 7 0 9 50,000 Corus Entertainment Inc. 2,170,752 NIC, LD 11 8 6 8 Yes 65,000 4,5 7,500 7,000 10,000 3 12,500² X Cott Corporation 1,493,811¹ IC, LD 11 10 1 5 Yes 227,700 1,8 128,700 1,8 29,700¹ 9,900 1,8 14,850 1,2,8 X Crescent Point Energy Corp. 8,734,446 IC 7 5 0 8 Yes 347,590 52 262,275 52 1,500 1,500 6,000 12,500² X X Crew Energy Inc. 1,842,719 IC 5 4 0 6 10,000 XDavis + Henderson Corporation 1,283,325 IC 7 6 1 8 Yes 65,000 30,000 1,500 1,200 4,000 8,000² Detour Gold Corporation 1,859,017¹ NIC, LD 10 7 1 3 40,000 1,500 75,000 1,500 7,500 15,000² XDollarama Inc. 1,407,741 CC, LD 9 5 0 5 Yes 40,000 1,500 5,000² 1,000 5,000 10,000² XDorel Industries Inc. 2,075,603¹ LD 10 6 1 14 Yes 60,000 1,500 30,000 3,000 5,000² 1,500 10,000 15,000² X Dundee Corporation 3,481,599 NIC, LD 12 8 0 13 Yes 415,000 49 65,000 1,500 5,000² 1,500 10,000 15,000 10 35,000² X X Dundee Precious Metals Inc. 918,662¹ IC 11 7 0 14 Yes 187,500 82,000 X XDundee Real Estate Investment Trust X 4,466,467 NIC 10 6 1 8 Yes 246,400 37 98,200 37 1,500 10,000² 1,500 5,000 20,000² X X Eastern Platinum Limited 905,665¹ CC 8 6 0 5 330,000 64 60,000 XE-L Financial Corporation Limited 14,599,583 IC 10 5 0 9 20,800 1,230 1,230 3,660² Eldorado Gold Corporation 3,920,801¹ IC 9 8 0 6 Yes 225,000 170,000 1,500 1,500 8,000 12,000² X XEmera Inc. 6,923,600 IC 12 11 4 4 Yes 220,000 50 60,000 1,750 3,000 5,000² 1,750 8,000 15,000 2,33 X X Empire Company Limited 6,913,100 IC 16 9 1 15 Yes 220,000 70,000 2,000 3,000 104 5,000² 2,000 104 10,000 104 25,000 2,3 X Enbridge Inc. 34,343,000 IC 12 11 2 8 Yes 450,000 8 210,000 8 10,000 8 15,000 7 25,000 26 X X EnCana Corporation 33,578,820¹ IC 11 10 3 6 Yes 540,900 320,900 1,500 1,500 7,500 15,000² X X Endeavour Silver Corp. 246,531¹ CC, LD 7 5 0 6 24,000 1,300 5,000 1,000 1,300² 1,500 2,500² XEnerflex Ltd. 1,370,560 IC 8 7 0 0 Yes 200,000 40,000 2,000 5,000 2,000 10,000 12,000 7 20,000² X XEnerplus Corporation 5,723,312 IC 14 13 1 6 Yes 220,000 115,000 1,500 1,500 10,000 20,000 16 X X Ensign Energy Services Inc. 3,048,113 NIC 9 6 1 14 Yes 170,000 1,250 2,500 1,250 5,000 10,000² X X Equitable Group Inc. 10,257,013 IC 11 10 2 5 Yes 80,885 38,385 1,500 117 1,500 117 5,000 15,000² X Evertz Technologies Limited 431,864 NIC 5 3 0 9 12,000 800 3,000 800 5,000 10,000² Extendicare Real Estate Investment Trust X 1,830,704 IC 10 9 1 12 Yes 159,700 54 59,700 54 2,000 5,000² 2,000 5,000 10,000 53 25,000² X Fairfax Financial Holdings Limited 33,072,831¹ CC, LD 6 5 0 8 Yes 75,000 10,000 5,000 10,000² Finning International Inc. 4,085,400 IC 10 9 1 6 Yes 280,000 100,000 1,500 40,000 3,000 6,000² 1,500 10,000 20,000² X X First Capital Realty Inc. 6,111,144 NIC, LD 8 6 1 9 Yes 70,050 1,500 7,500 5,000² 1,500 7,500 24 10,000² X X First Majestic Silver Corp. 438,879¹ IC 7 5 0 9 58,300 30,800 1,000 1,000 1,200² 5,500 16,500² XFirst National Financial Corporation 11,927,270 CC 7 5 0 5 25,000 1,500 1,500 5,000 15,000² First Quantum Minerals Ltd. 5,245,020¹ CC, LD 8 5 0 8 Yes 138,600¹ 59,400¹ 9,900 1,109 14,850 1,2 19,800 1,10,39 29,700 1,2 FirstService Corporation 1,221,381¹ IC 7 5 0 15 Yes 92,500 40,000 1,750 1,750 5,000 10,000² XFortis Inc. 13,562,000 IC 11 10 1 6 Yes 230,000 105,000 1,500 1,500 15,000 20,000² X X Fortuna Silver Mines Inc. 268,890¹ NIC 7 5 0 5 74,250¹ 29,700¹ 990¹ 990¹ 1,485 1,2 4,950¹ 9,900 1,2 X






Canadian Utilities Limited 11,696,000 NIC, LD 12 8 3 10 Yes 175,000 140,000 8 2,000 8,32 50,000 7,500 2,8 1,500 31 8,500 20,000² X X Canadian Western Bank 14,772,035 IC 14 13 2 14 Yes 180,000 80,000 1,500 4,000 8,000² 1,500 3,000² 7,500 15,000² X X Canexus Corporation 781,517 IC 8 7 1 6 Yes 176,250 86,000 1,500 3,000 1,500 5,000 10,000² X X Canfor Corporation 2,401,600 IC 9 8 0 11 Yes 177,150 102,150 2,000 5,000 10,000² 2,000 10,000 20,000² X Canyon Services Group Inc. 407,330 IC 7 6 0 3 Yes 140,878 115 110,878 115 1,250 1,250 5,000 15,000² X Capital Power Corporation 4,743,000 IC 12 11 1 2 Yes 145,000 107 115,000 1,500 1,500 5,000 7,500 70 10,000² X X Capstone Mining Corp. 1,405,340¹ IC 7 6 1 3 82,410¹ 56,657¹ 5,638¹ 10,168 1,36 18,750 1,2 XCascades Inc. 3,731,000 CC, LD 12 6 1 21 Yes 51,579 1,500 2,000 2,000 10,000² 2,500² X CCL Industries Inc. 1,613,481 NIC, LD 10 7 0 10 Yes 79,575 8 2,000 8 12,500 2,000 8 7,500 8 12,500² X X Celestica Inc. 2,939,904¹ IC 8 6 1 6 Yes 306,900¹ 183,150¹ 2,475 1,23 2,475 1,23 9,900 1,10,22 19,800 1,2 X X Celtic Exploration Ltd. 1,079,923 IC 5 4 0 9 XCenovus Energy Inc. 22,194,000 IC 9 8 1 2 Yes 529,600 279,600 1,500 1,500 7,500 15,000² X X Centerra Gold Inc. 1,671,732¹ IC 12 9 1 4 Yes 297,500 140,000 1,500 1,500 5,000 10,000² X X CGI Group Inc. 4,685,543 NIC, LD 13 9 2 14 Yes 75,000 8 1,500 8 15,000 2,000 8 2,500 8 10,000 12,500² X X XChartwell Seniors Housing Real Estate Investment Trust X 2,706,521 IC 8 6 2 7 Yes 80,000 62,63 32,500 62,63 1,500 63 1,500 63 12,500 63 X Chemtrade Logistics Income Fund X 1,075,602 IC 4 4 0 8 Yes 85,000 X China Gold International Resources Corp. Ltd. 1,727,055¹ NIC, LD 9 4 0 3 12,000 6,000 101 Chorus Aviation Inc. 773,429 IC 9 8 1 3 Yes 150,000 46 95,000 46 2,500 5,000 26 7,500 15,000 26 X X CI Financial Corp. 3,084,982 NIC, LD 11 8 0 9 Yes 92,500 32,500² Cineplex Inc. 1,245,077 IC 9 8 2 2 Yes 110,000 70,000 15,000 20,000² X CML Healthcare Inc. 440,797 CC 7 6 1 4 133,000 88,000 1,500 1,500 5,000 10,000² X X Cogeco Cable Inc. 2,735,500 IC 8 7 1 11 Yes 112,500 40,000 11 1,500 3,000 4,000 3 5,000² 1,500 7,000 10,000 3 15,000² X COGECO Inc. 2,897,254 IC 7 6 1 12 Yes 112,500 40,000 11 1,500 3,000 4,000 3 5,000² 1,500 7,000 10,000 3 15,000² X Colossus Minerals Inc. 232,878 NIC 8 6 0 2 22,000 1,000 1,000 2,000² 5,000 10,000² XCominar Real Estate Investment Trust X 2,763,256 IC 9 6 1 9 Yes 75,000 25,000 1,500 1,500 5,000 15,000² Constellation Software Inc. 624,269¹ CC, LD 8 7 0 9 50,000 Corus Entertainment Inc. 2,170,752 NIC, LD 11 8 6 8 Yes 65,000 4,5 7,500 7,000 10,000 3 12,500² X Cott Corporation 1,493,811¹ IC, LD 11 10 1 5 Yes 227,700 1,8 128,700 1,8 29,700¹ 9,900 1,8 14,850 1,2,8 X Crescent Point Energy Corp. 8,734,446 IC 7 5 0 8 Yes 347,590 52 262,275 52 1,500 1,500 6,000 12,500² X X Crew Energy Inc. 1,842,719 IC 5 4 0 6 10,000 XDavis + Henderson Corporation 1,283,325 IC 7 6 1 8 Yes 65,000 30,000 1,500 1,200 4,000 8,000² Detour Gold Corporation 1,859,017¹ NIC, LD 10 7 1 3 40,000 1,500 75,000 1,500 7,500 15,000² XDollarama Inc. 1,407,741 CC, LD 9 5 0 5 Yes 40,000 1,500 5,000² 1,000 5,000 10,000² XDorel Industries Inc. 2,075,603¹ LD 10 6 1 14 Yes 60,000 1,500 30,000 3,000 5,000² 1,500 10,000 15,000² X Dundee Corporation 3,481,599 NIC, LD 12 8 0 13 Yes 415,000 49 65,000 1,500 5,000² 1,500 10,000 15,000 10 35,000² X X Dundee Precious Metals Inc. 918,662¹ IC 11 7 0 14 Yes 187,500 82,000 X XDundee Real Estate Investment Trust X 4,466,467 NIC 10 6 1 8 Yes 246,400 37 98,200 37 1,500 10,000² 1,500 5,000 20,000² X X Eastern Platinum Limited 905,665¹ CC 8 6 0 5 330,000 64 60,000 XE-L Financial Corporation Limited 14,599,583 IC 10 5 0 9 20,800 1,230 1,230 3,660² Eldorado Gold Corporation 3,920,801¹ IC 9 8 0 6 Yes 225,000 170,000 1,500 1,500 8,000 12,000² X XEmera Inc. 6,923,600 IC 12 11 4 4 Yes 220,000 50 60,000 1,750 3,000 5,000² 1,750 8,000 15,000 2,33 X X Empire Company Limited 6,913,100 IC 16 9 1 15 Yes 220,000 70,000 2,000 3,000 104 5,000² 2,000 104 10,000 104 25,000 2,3 X Enbridge Inc. 34,343,000 IC 12 11 2 8 Yes 450,000 8 210,000 8 10,000 8 15,000 7 25,000 26 X X EnCana Corporation 33,578,820¹ IC 11 10 3 6 Yes 540,900 320,900 1,500 1,500 7,500 15,000² X X Endeavour Silver Corp. 246,531¹ CC, LD 7 5 0 6 24,000 1,300 5,000 1,000 1,300² 1,500 2,500² XEnerflex Ltd. 1,370,560 IC 8 7 0 0 Yes 200,000 40,000 2,000 5,000 2,000 10,000 12,000 7 20,000² X XEnerplus Corporation 5,723,312 IC 14 13 1 6 Yes 220,000 115,000 1,500 1,500 10,000 20,000 16 X X Ensign Energy Services Inc. 3,048,113 NIC 9 6 1 14 Yes 170,000 1,250 2,500 1,250 5,000 10,000² X X Equitable Group Inc. 10,257,013 IC 11 10 2 5 Yes 80,885 38,385 1,500 117 1,500 117 5,000 15,000² X Evertz Technologies Limited 431,864 NIC 5 3 0 9 12,000 800 3,000 800 5,000 10,000² Extendicare Real Estate Investment Trust X 1,830,704 IC 10 9 1 12 Yes 159,700 54 59,700 54 2,000 5,000² 2,000 5,000 10,000 53 25,000² X Fairfax Financial Holdings Limited 33,072,831¹ CC, LD 6 5 0 8 Yes 75,000 10,000 5,000 10,000² Finning International Inc. 4,085,400 IC 10 9 1 6 Yes 280,000 100,000 1,500 40,000 3,000 6,000² 1,500 10,000 20,000² X X First Capital Realty Inc. 6,111,144 NIC, LD 8 6 1 9 Yes 70,050 1,500 7,500 5,000² 1,500 7,500 24 10,000² X X First Majestic Silver Corp. 438,879¹ IC 7 5 0 9 58,300 30,800 1,000 1,000 1,200² 5,500 16,500² XFirst National Financial Corporation 11,927,270 CC 7 5 0 5 25,000 1,500 1,500 5,000 15,000² First Quantum Minerals Ltd. 5,245,020¹ CC, LD 8 5 0 8 Yes 138,600¹ 59,400¹ 9,900 1,109 14,850 1,2 19,800 1,10,39 29,700 1,2 FirstService Corporation 1,221,381¹ IC 7 5 0 15 Yes 92,500 40,000 1,750 1,750 5,000 10,000² XFortis Inc. 13,562,000 IC 11 10 1 6 Yes 230,000 105,000 1,500 1,500 15,000 20,000² X X Fortuna Silver Mines Inc. 268,890¹ NIC 7 5 0 5 74,250¹ 29,700¹ 990¹ 990¹ 1,485 1,2 4,950¹ 9,900 1,2 X




Franco-Nevada Corporation 2,871,990¹ IC 7 6 0 4 Yes 90,000 45,000 10,000 15,000 16 X Freehold Royalties Ltd. 423,440 IC 8 5 0 12 Yes 96,667 56,667 1,500 1,500 7,000 14,000² X Gabriel Resources Ltd. 619,294 NIC, LD 10 8 0 3 75,000 40,000 1,000² 6,000 7,500 10 10,000² X XGenivar Inc. 726,049 IC 7 5 0 4 130,000 75,000 5,000 10,000² Genworth MI Canada Inc. 5,393,477 CC, LD 9 4 0 2 Yes 57,500 15,000 2,000 5,000 73 12,000² X X George Weston Limited 21,323,000 NIC, LD 13 10 3 9 Yes 100,000 2,000 50,000 4,000 5,000² 2,000 10,000 15,000 39 25,000 71 30,000² X X Gibson Energy Inc. 2,204,375 IC, LD 7 6 0 1 Yes 112,550 1,500 10,000 1,500 10,000 20,000² X Gildan Activewear Inc. 1,870,803¹ IC 10 9 1 8 Yes 257,400¹ 108,900¹ 1,485¹ 1,485¹ 8,910¹ 14,850 1,7 19,800 1,6 X X Gluskin Sheff + Associates Inc. 136,269 NIC 10 7 1 10 Yes 50,000 1,500 1,500 25,000 X GMP Capital Inc. 1,267,753 IC 10 7 0 6 Yes 80,000 50,000 1,500 5,000 1,500 10,000 30,000² Goldcorp Inc. 29,080,260¹ NIC, LD 10 8 1 5 Yes 1,086,352 1,68 267,780 1,68 1,485¹ 99,000¹ 1,485¹ 9,900¹ 19,800 1,2,10 X Golden Star Resources Ltd. 720,401¹ IC 8 7 0 6 168,300¹ 108,900¹ 9,900¹ 19,800 1,2 X Great Basin Gold Ltd. 850,310 IC 9 7 2 6 50,000 2,000 16 3,000 14 5,000 10,67 7,500 16 XGreat-West Lifeco Inc. 238,768,000 NIC 19 10 2 8 Yes 200,000 100,000 8 2,000 8 3,000 2,8 2,000 8 10,000 103 30,000² 40,000 34 50,000 22 X X Guyana Goldfields Inc. 192,110 LD 7 3 0 7 26,000 102 XH&R Real Estate Investment Trust X 7,650,380 IC 5 4 0 14 Yes 45,000 2,000 105 22,500 2,000 105 5,000 24,34 10,000² XHarry Winston Diamond Corporation 1,614,627¹ CC, LD 9 7 2 6 Yes 81,117 1,500 20,000 1,500 5,000 10,000 7 15,000² X X High River Gold Mines Ltd. 1,007,827 IC 7 3 0 2 39,375 28,125 1,125 2,250 7,500² 1,125 4,500 16,875² Home Capital Group Inc. 17,696,471 IC 8 7 2 10 Yes 120,000 65,000 5,000 30,000² X HudBay Minerals Inc. 2,448,820 IC 8 7 0 2 Yes 335,000 100,000 1,500 1,500 10,000 30,000² X X Husky Energy Inc. 32,426,000 NIC 14 9 2 8 Yes 120,000 5,000 12,500² 10,000 20,000² X Iamgold Corporation 4,306,225¹ IC 10 9 0 9 Yes 325,000 100,170 2,000 2,000 10,000 15,000 6,7 X Iberian Minerals Corporation 694,588¹ IC 5 3 0 6 1,000 1,000 XIGM Financial Inc. 11,132,275 NIC 17 7 2 11 Yes 175,000 75,000 1,750 2,000² 1,750 5,000 20,000² X X Imperial Oil Limited 25,429,000 CC 7 5 2 6 Yes 188,400 43 42 20,000 41 42 10,000 X X Industrial Alliance Insurance and Financial Services Inc. 37,441,000 IC 14 13 3 9 Yes 200,000 45,000 1,500 5,000² 1,500 3,000 7,500 34,36 10,000² X Inmet Mining Corporation 3,810,650 IC 9 8 0 6 Yes 325,000 115,000 1,500 1,500 10,000 25,000² X X Intact Financial Corporation 19,753,000 IC 11 10 3 7 Yes 245,000 75,000 1,500 3,000 6,000 3,16 1,500 9,000 18,000 3,16 X X Inter Pipeline Fund X 4,768,067 NIC, LD 9 5 0 5 Yes 125,000 1,500 1,500 12,500 20,000² X International Minerals Corporation 332,832¹ LD 7 4 0 10 30,000 1,000 7,500 1,000 5,000 10,000² XIvanhoe Energy Inc. 409,573¹ NIC, LD 9 5 0 6 Yes 39,600¹ 990¹ 39,600¹ 990¹ 4,950 9,900 1,2 XIvanhoe Mines Ltd. 6,075,432¹ IC 15 9 2 5 275,000 100,000 2,000 2,000 20,000 14,39 40,000 2,10 XJaguar Mining Inc. 654,059¹ IC 7 7 0 6 64,000 40,000 4,500 39 7,500 9,500 39 12,500 38 15,000 10 17,500² X XJean Coutu Group (PJC) Inc. 1,072,800 NIC 13 7 5 16 Yes 30,000 2,000 3,000 3,500² 2,000 6,000 12,000² X Just Energy Group Inc. 1,543,044 NIC, LD 9 5 1 7 Yes 65,000 2,000 50,000 112 5,000² 2,000 5,000 10,000 30,113 15,000² X X Keyera Corp. 2,233,559 IC 8 7 1 7 Yes 190,000 95,000 15,000 30,000 45,000² X Killam Properties Inc. 1,329,531 IC 9 7 0 10 Yes 50,000 119 25,000 119 1,500 3,000 1,500 118 6,000 12,000² X Kinross Gold Corporation 16,343,712¹ IC 10 9 1 9 Yes 420,000 185,000 15,000 20,000 16 30,000 70,000 16 X X Kirkland Lake Gold Inc. 270,329 NIC 8 4 2 5 24,000 2,000 5,000² 6,000 10,14 15,000² XLabrador Iron Ore Royalty Corporation 668,972 IC 7 4 0 13 50,000 25,000 1,200 1,200 10,000 20,000² Lake Shore Gold Corp. 1,033,999 IC 7 6 0 4 Yes 175,000 100,000 1,500 1,500 5,000 15,000² X X Laurentian Bank of Canada 24,490,451 IC 13 12 5 6 Yes 160,000 60,000 6,000 17 7,500 X Legacy Oil + Gas Inc. 2,301,400 IC 7 5 0 3 XLeon’s Furniture Limited 595,339 NIC 8 5 1 268 5,000 750 1,500² Linamar Corporation 2,221,188 NIC 6 3 1 19 Yes 31,500 1,575 1,050 1,575 2,625 Lions Gate Entertainment Corp. 1,542,266¹ IC 12 10 1 8 Yes 91,080¹ 39,600¹ 1,386¹ 1,386¹ 9,900¹ 14,850 1,2 X X Loblaw Companies Limited 17,428,000 NIC, LD 12 8 2 5 Yes 100,000 2,000 50,000 4,000 5,000² 2,000 10,000 40 15,000 39 25,000 38 30,000² X X Lundin Mining Corporation 3,825,682¹ NIC, LD 8 6 0 9 230,000 120,000 25,000 5,000 10,000 7 15,000² 10,000 20,000 7 25,000² MacDonald, Dettwiler and Associates Ltd. 765,191 IC 8 7 0 7 Yes 194,200 80,000 8 1,500 8 5,000 8 1,500 8 2,500 2,8 10,000 8 17,500² X X Magna International Inc. 14,532,210¹ IC 10 8 1 10 Yes 396,000¹ 148,500¹ 1,980¹ 24,750¹ 1,980¹ 34,650 1,39 49,500¹ X X Major Drilling Group International Inc. 685,973 IC 9 8 2 6 Yes 150,000 50,000 2,000 2,000 5,000 10,000 10 15,000² X XManitoba Telecom Services Inc. 2,681,500 IC 11 10 3 8 Yes 275,000 114 120,000 114 20,000 55,000² X X Manulife Financial Corporation 462,102,000 IC 18 17 5 8 Yes 350,000 110,000 8 2,000 8 5,000 8,14,111 8,000 2,8,30,33 1,500 8 10,000 8,111 25,000 8,14 38,000 2,8,30,33 X Maple Leaf Foods Inc. 2,940,459 IC 13 11 2 9 Yes 240,000 120,000 30,000 1,500 10,000 15,000² X Mart Resources Inc. 198,021 CC 5 4 0 5 40,000 1,000 116 1,000 116 XMartinrea International Inc. 1,417,494 NIC, LD 6 3 0 10 Yes 60,000 1,500 40,000 4,000 1,500 6,000 XMEG Energy Corp. 6,201,049 CC, LD 10 8 0 5 Yes 60,024 77 1,500 10,000 1,000 1,200 1,500² X XMelcor Developments Ltd. 1,218,885 NIC, LD 8 5 1 17 20,000 1,200 2,500 1,200 5,000 7,500² Mercator Minerals Ltd. 606,814¹ NIC, LD 8 5 0 3 56,000 36,000 1,000 4,000 1,000 8,000 12,000² XMethanex Corporation 3,360,060¹ IC 11 10 2 8 Yes 281,647 76 126,831 76 2,500 2,500 5,000 X X






Franco-Nevada Corporation 2,871,990¹ IC 7 6 0 4 Yes 90,000 45,000 10,000 15,000 16 X Freehold Royalties Ltd. 423,440 IC 8 5 0 12 Yes 96,667 56,667 1,500 1,500 7,000 14,000² X Gabriel Resources Ltd. 619,294 NIC, LD 10 8 0 3 75,000 40,000 1,000² 6,000 7,500 10 10,000² X XGenivar Inc. 726,049 IC 7 5 0 4 130,000 75,000 5,000 10,000² Genworth MI Canada Inc. 5,393,477 CC, LD 9 4 0 2 Yes 57,500 15,000 2,000 5,000 73 12,000² X X George Weston Limited 21,323,000 NIC, LD 13 10 3 9 Yes 100,000 2,000 50,000 4,000 5,000² 2,000 10,000 15,000 39 25,000 71 30,000² X X Gibson Energy Inc. 2,204,375 IC, LD 7 6 0 1 Yes 112,550 1,500 10,000 1,500 10,000 20,000² X Gildan Activewear Inc. 1,870,803¹ IC 10 9 1 8 Yes 257,400¹ 108,900¹ 1,485¹ 1,485¹ 8,910¹ 14,850 1,7 19,800 1,6 X X Gluskin Sheff + Associates Inc. 136,269 NIC 10 7 1 10 Yes 50,000 1,500 1,500 25,000 X GMP Capital Inc. 1,267,753 IC 10 7 0 6 Yes 80,000 50,000 1,500 5,000 1,500 10,000 30,000² Goldcorp Inc. 29,080,260¹ NIC, LD 10 8 1 5 Yes 1,086,352 1,68 267,780 1,68 1,485¹ 99,000¹ 1,485¹ 9,900¹ 19,800 1,2,10 X Golden Star Resources Ltd. 720,401¹ IC 8 7 0 6 168,300¹ 108,900¹ 9,900¹ 19,800 1,2 X Great Basin Gold Ltd. 850,310 IC 9 7 2 6 50,000 2,000 16 3,000 14 5,000 10,67 7,500 16 XGreat-West Lifeco Inc. 238,768,000 NIC 19 10 2 8 Yes 200,000 100,000 8 2,000 8 3,000 2,8 2,000 8 10,000 103 30,000² 40,000 34 50,000 22 X X Guyana Goldfields Inc. 192,110 LD 7 3 0 7 26,000 102 XH&R Real Estate Investment Trust X 7,650,380 IC 5 4 0 14 Yes 45,000 2,000 105 22,500 2,000 105 5,000 24,34 10,000² XHarry Winston Diamond Corporation 1,614,627¹ CC, LD 9 7 2 6 Yes 81,117 1,500 20,000 1,500 5,000 10,000 7 15,000² X X High River Gold Mines Ltd. 1,007,827 IC 7 3 0 2 39,375 28,125 1,125 2,250 7,500² 1,125 4,500 16,875² Home Capital Group Inc. 17,696,471 IC 8 7 2 10 Yes 120,000 65,000 5,000 30,000² X HudBay Minerals Inc. 2,448,820 IC 8 7 0 2 Yes 335,000 100,000 1,500 1,500 10,000 30,000² X X Husky Energy Inc. 32,426,000 NIC 14 9 2 8 Yes 120,000 5,000 12,500² 10,000 20,000² X Iamgold Corporation 4,306,225¹ IC 10 9 0 9 Yes 325,000 100,170 2,000 2,000 10,000 15,000 6,7 X Iberian Minerals Corporation 694,588¹ IC 5 3 0 6 1,000 1,000 XIGM Financial Inc. 11,132,275 NIC 17 7 2 11 Yes 175,000 75,000 1,750 2,000² 1,750 5,000 20,000² X X Imperial Oil Limited 25,429,000 CC 7 5 2 6 Yes 188,400 43 42 20,000 41 42 10,000 X X Industrial Alliance Insurance and Financial Services Inc. 37,441,000 IC 14 13 3 9 Yes 200,000 45,000 1,500 5,000² 1,500 3,000 7,500 34,36 10,000² X Inmet Mining Corporation 3,810,650 IC 9 8 0 6 Yes 325,000 115,000 1,500 1,500 10,000 25,000² X X Intact Financial Corporation 19,753,000 IC 11 10 3 7 Yes 245,000 75,000 1,500 3,000 6,000 3,16 1,500 9,000 18,000 3,16 X X Inter Pipeline Fund X 4,768,067 NIC, LD 9 5 0 5 Yes 125,000 1,500 1,500 12,500 20,000² X International Minerals Corporation 332,832¹ LD 7 4 0 10 30,000 1,000 7,500 1,000 5,000 10,000² XIvanhoe Energy Inc. 409,573¹ NIC, LD 9 5 0 6 Yes 39,600¹ 990¹ 39,600¹ 990¹ 4,950 9,900 1,2 XIvanhoe Mines Ltd. 6,075,432¹ IC 15 9 2 5 275,000 100,000 2,000 2,000 20,000 14,39 40,000 2,10 XJaguar Mining Inc. 654,059¹ IC 7 7 0 6 64,000 40,000 4,500 39 7,500 9,500 39 12,500 38 15,000 10 17,500² X XJean Coutu Group (PJC) Inc. 1,072,800 NIC 13 7 5 16 Yes 30,000 2,000 3,000 3,500² 2,000 6,000 12,000² X Just Energy Group Inc. 1,543,044 NIC, LD 9 5 1 7 Yes 65,000 2,000 50,000 112 5,000² 2,000 5,000 10,000 30,113 15,000² X X Keyera Corp. 2,233,559 IC 8 7 1 7 Yes 190,000 95,000 15,000 30,000 45,000² X Killam Properties Inc. 1,329,531 IC 9 7 0 10 Yes 50,000 119 25,000 119 1,500 3,000 1,500 118 6,000 12,000² X Kinross Gold Corporation 16,343,712¹ IC 10 9 1 9 Yes 420,000 185,000 15,000 20,000 16 30,000 70,000 16 X X Kirkland Lake Gold Inc. 270,329 NIC 8 4 2 5 24,000 2,000 5,000² 6,000 10,14 15,000² XLabrador Iron Ore Royalty Corporation 668,972 IC 7 4 0 13 50,000 25,000 1,200 1,200 10,000 20,000² Lake Shore Gold Corp. 1,033,999 IC 7 6 0 4 Yes 175,000 100,000 1,500 1,500 5,000 15,000² X X Laurentian Bank of Canada 24,490,451 IC 13 12 5 6 Yes 160,000 60,000 6,000 17 7,500 X Legacy Oil + Gas Inc. 2,301,400 IC 7 5 0 3 XLeon’s Furniture Limited 595,339 NIC 8 5 1 268 5,000 750 1,500² Linamar Corporation 2,221,188 NIC 6 3 1 19 Yes 31,500 1,575 1,050 1,575 2,625 Lions Gate Entertainment Corp. 1,542,266¹ IC 12 10 1 8 Yes 91,080¹ 39,600¹ 1,386¹ 1,386¹ 9,900¹ 14,850 1,2 X X Loblaw Companies Limited 17,428,000 NIC, LD 12 8 2 5 Yes 100,000 2,000 50,000 4,000 5,000² 2,000 10,000 40 15,000 39 25,000 38 30,000² X X Lundin Mining Corporation 3,825,682¹ NIC, LD 8 6 0 9 230,000 120,000 25,000 5,000 10,000 7 15,000² 10,000 20,000 7 25,000² MacDonald, Dettwiler and Associates Ltd. 765,191 IC 8 7 0 7 Yes 194,200 80,000 8 1,500 8 5,000 8 1,500 8 2,500 2,8 10,000 8 17,500² X X Magna International Inc. 14,532,210¹ IC 10 8 1 10 Yes 396,000¹ 148,500¹ 1,980¹ 24,750¹ 1,980¹ 34,650 1,39 49,500¹ X X Major Drilling Group International Inc. 685,973 IC 9 8 2 6 Yes 150,000 50,000 2,000 2,000 5,000 10,000 10 15,000² X XManitoba Telecom Services Inc. 2,681,500 IC 11 10 3 8 Yes 275,000 114 120,000 114 20,000 55,000² X X Manulife Financial Corporation 462,102,000 IC 18 17 5 8 Yes 350,000 110,000 8 2,000 8 5,000 8,14,111 8,000 2,8,30,33 1,500 8 10,000 8,111 25,000 8,14 38,000 2,8,30,33 X Maple Leaf Foods Inc. 2,940,459 IC 13 11 2 9 Yes 240,000 120,000 30,000 1,500 10,000 15,000² X Mart Resources Inc. 198,021 CC 5 4 0 5 40,000 1,000 116 1,000 116 XMartinrea International Inc. 1,417,494 NIC, LD 6 3 0 10 Yes 60,000 1,500 40,000 4,000 1,500 6,000 XMEG Energy Corp. 6,201,049 CC, LD 10 8 0 5 Yes 60,024 77 1,500 10,000 1,000 1,200 1,500² X XMelcor Developments Ltd. 1,218,885 NIC, LD 8 5 1 17 20,000 1,200 2,500 1,200 5,000 7,500² Mercator Minerals Ltd. 606,814¹ NIC, LD 8 5 0 3 56,000 36,000 1,000 4,000 1,000 8,000 12,000² XMethanex Corporation 3,360,060¹ IC 11 10 2 8 Yes 281,647 76 126,831 76 2,500 2,500 5,000 X X




Metro Inc. 4,958,800 NIC, LD 14 11 2 8 Yes 450,000 55,000 1,750 20,000 2,500 5,000² 1,750 5,000 10,000² X X MI Developments Inc. 1,212,347¹ IC 7 6 0 0 Yes 300,000 125,000 15,000 25,000² 30,000 50,000² X X Morguard Corporation 3,467,210 CC, LD 7 5 0 10 Yes 25,000 1,500 1,500 4,000 8,000² XMorguard Real Estate Investment Trust X 2,137,390 NIC 8 5 0 9 60,000 22,000 1,000 1,000 2,500 10,000² Mullen Group Ltd. 1,527,137 CC, LD 7 4 0 8 40,000 1,200 3,000 1,000 5,000 1,200 National Bank of Canada 156,297,000 IC 15 13 4 9 Yes 270,000 18 70,000 15,000 20,000 16 40,000 45,000 16 X X Nevsun Resources Ltd. 767,474¹ IC 5 4 0 12 75,000 62,500 XNew Gold Inc. 3,189,188¹ NIC 8 5 0 3 Yes 50,000 15,000² X XNexen Inc. 20,068,000 IC 14 13 1 8 Yes 493,382 145,022 1,800 9,100 1,800 14,400 28,800² X X Niko Resources Ltd. 1,602,302¹ CC 5 3 0 10 Yes 25,000 XNordion Inc. 454,076¹ IC 9 8 2 4 Yes 242,688¹ 87,368¹ 1,456¹ 3,883¹ 5,824 1,6 1,456¹ 6,310¹ 9,708 1,7 14,561 1,6 X X North American Palladium Ltd. 416,045 IC 7 6 0 6 Yes 180,000 28 120,000 28 1,000 1,000 7,500 15,000² X X North West Company Inc., The 626,917 IC 11 10 2 5 Yes 145,000 42,500 1,500 1,500 8,000 12,000² X X Northern Dynasty Minerals Ltd. 145,241 NIC 9 4 0 8 35,000 3,000 7,500² XNorthern Property Real Estate Investment Trust X 1,333,073 IC, LD 6 5 0 9 Yes 60,000 35,000 1,500 1,500 1,500 10,000 15,000² Northland Power Inc. 2,254,028 NIC, LD 7 5 2 4 Yes 119,290 30,000 1,500 15,000 5,000 1,500 5,000 7,500 10 15,000² NovaGold Resources Inc. 725,694 IC 10 8 0 7 Yes 34,650¹ 33,264¹ 1,732¹ 1,732¹ 7,227¹ 8,217 1,10 12,276 1,2 X X XNuVista Energy Ltd. 1,373,705 IC, LD 7 6 0 7 Yes 30,000 1,400 7,500 4,000 6,000² 1,400 7,500 15,000² XOceanaGold Corporation 809,459¹ IC, LD 7 6 0 2 216,458 1,97 95,305 1,96 XOnex Corporation 29,151,540¹ CC, LD 10 7 1 14 Yes 217,500¹ 1,980¹ 39,600¹ 4,455¹ 7,425 1,94 1,980¹ 9,900¹ 14,850 1,94 X X Open Text Corporation 2,419,850¹ NIC, LD 9 6 3 8 Yes 69,305 1,110 19,800¹ 7,920¹ 14,850 1,10 24,750 1,2 13,860¹ 24,750 1,10 34,650 1,2 X X Osisko Mining Corporation 2,069,242 IC 9 7 0 5 Yes 301,250 221,250 1,500 5,000 10,000² 1,500 10,000 20,000² X Pacific Rubiales Energy Corp. 5,394,317¹ NIC, LD 12 8 0 3 Yes 99,000¹ 74,250¹ 14,850¹ XPaladin Labs Inc. 397,913 IC 7 5 0 11 2,460 1,230 1,476 XPan American Silver Corp. 1,932,278¹ IC 9 7 0 7 120,000 66 89,100¹ 990¹ 9,900¹ 5,940 1,2 990¹ 4,950¹ 7,920 1,7,39 13,860 1,2 X XParamount Resources Ltd. 1,725,713 CC, LD 12 7 2 17 20,000 1,250 10,000 1,250 5,000 6,500² XParkland Fuel Corporation 923,449 IC 8 6 0 8 Yes 213,700 85,000 1,500 1,500 12,000 24 15,000² 2,500 X X Pason Systems Inc. 455,901 NIC, LD 6 5 0 12 Yes 120,000 1,000 1,000 5,000 14 10,000² X X Pembina Pipeline Corporation 3,339,202 IC 9 8 1 7 Yes 180,000 72 105,000 72 1,200 5,000² 1,200 10,000 18,000² X Pengrowth Energy Corporation 5,644,728 IC 8 7 0 8 Yes 195,000 110,000 1,500 5,000 10,000 16 1,500 10,000 15,000 10 20,000 16 X Penn West Petroleum Ltd. 15,584,000 IC 10 8 1 7 Yes 250,000 125,000 1,500 1,500 7,500 15,000² X Perpetual Energy Inc. 1,018,089 NIC 8 6 2 7 Yes 25,000 1,500 1,500 7,500 15,000² XPetroBakken Energy Ltd. 6,477,282 IC 8 6 0 2 Yes 205,994 86 153,652 86 5,000 10,79 10,000² 7,500 79 12,500 10 15,000² X Petrobank Energy and Resources Ltd. 6,917,716 IC 9 5 0 7 Yes 80,000 50,000 89 5,000 10,79 10,000² 7,500 79 12,500 10 15,000² X XPetrominerales Ltd. 2,204,235¹ NIC, LD 7 6 0 5 Yes 75,000 92 50,000 92 2,000 91 5,000 10,000² 3,000 91 7,500 79 12,500 10 15,000² X XPeyto Exploration & Development Corp. 1,800,252 IC, LD 8 6 0 6 Yes 137,629 85,283 95 Potash Corporation of Saskatchewan Inc. 16,094,430¹ IC 13 11 3 10 Yes 356,400¹ 173,250¹ 4,950¹ 1,485 1,25 14,850¹ X Power Corporation of Canada 255,496,000 CC 21 12 2 13 Yes 100,000 2,000 5,000 6,000² 2,000 15,000 25,000² 250,000 22 X X Power Financial Corporation 252,678,000 NIC 20 11 2 13 Yes 100,000 2,000 5,000 6,000² 2,000 15,000 25,000² X X Precision Drilling Corporation 4,427,874 IC 10 9 0 6 Yes 225,000 100,000 1,250 3,750 7,500² 1,250 2,500² 7,500 15,000² X X Premier Gold Mines Limited 315,983 IC 7 5 0 4 15,000 9,000 11,250 90 12,750 15,000² XPrimaris Retail Real Estate Investment Trust X 3,590,297 IC 7 6 1 5 Yes 110,000 87 60,000 87 1,500 1,500 7,500 88 8,500 10,000² X Primero Mining Corp. 618,450¹ NIC, LD 9 6 0 2 50,000 1,500 30,000 1,500 5,000 10,000 3 20,000² Progress Energy Resources Corp. 2,646,471 NIC 9 7 0 4 Yes 234,968 93 139,968 93 1,500 1,500 7,500 20,000² X Progressive Waste Solutions Ltd. 3,046,828¹ IC 9 7 0 4 Yes 200,000 135,000 10,000 10,14 20,000² X Quebecor Inc. 9,038,800 IC 7 5 2 11 Yes 310,000 55,000 2,000 3,000 4,000² 2,000 3,000² 8,000 10,000² X X Reitmans (Canada) Limited 633,861 CC, LD 9 7 0 17 50,000 5,000² Research in Motion Limited 13,593,690¹ IC 11 8 2 5 Yes 240,000 200,000 10,000 20,000 70 25,000 15 X X RioCan Real Estate Investment Trust X 10,767,000 IC 9 6 1 12 Yes 528,470 69 136,401 69 2,500 2,000 5,000 7 15,000² X Ritchie Bros. Auctioneers Incorporated 957,568¹ IC 7 6 1 6 Yes 198,000¹ 94,050¹ 1,485¹ 1,485¹ 9,900¹ 14,850 1,2 X Rogers Communications Inc. 18,362,000 NIC, LD 18 11 4 12 Yes 391,240 145,000 1,500 80,000 1,500 2,000² 10,000 20,000 10 30,000² 3,000 2,10 X X Romarco Minerals Inc. 260,697¹ IC 7 5 1 6 113,306¹ 67,568¹ 990¹ 4,950¹ 990¹ 7,920¹ 11,880 1,2 XRONA Inc. 2,780,400 IC 13 10 2 6 Yes 250,000 53,000 1,500 2,500 4,000² 1,500 5,000 10,000² X X Royal Bank of Canada 751,702,000 IC 17 16 5 10 Yes 460,000 185,000 10,000 15 25,000 50,000² X X Rubicon Minerals Corporation 280,134 LD 6 5 0 6 Yes 30,000 1,200 50,000 5,000 1,200 6,000 15,000² XRussel Metals Inc. 1,538,400 IC 9 8 2 9 Yes 175,000 55,000 8 2,000 8 2,000 8 6,000 8,500 8,33 12,000² X X San Gold Corporation 238,998 NIC 7 4 0 3 36,000 6,0002,38 20,000² XSaputo Inc. 3,599,120 NIC, LD 11 9 2 10 Yes 500,000 141,420 1,500 68,210 3,000 4,500² 1,500 7,500 53,210² X X Savanna Energy Services Corp. 1,233,700 IC 6 5 0 5 Yes 155,000 125,000 1,500 1,500 10,000 20,000² X X Sears Canada Inc. 2,834,400 NIC, LD 8 4 2 3 Yes 60,000 1,500 25,000 5,000 1,500 10,000 20,000²






Metro Inc. 4,958,800 NIC, LD 14 11 2 8 Yes 450,000 55,000 1,750 20,000 2,500 5,000² 1,750 5,000 10,000² X X MI Developments Inc. 1,212,347¹ IC 7 6 0 0 Yes 300,000 125,000 15,000 25,000² 30,000 50,000² X X Morguard Corporation 3,467,210 CC, LD 7 5 0 10 Yes 25,000 1,500 1,500 4,000 8,000² XMorguard Real Estate Investment Trust X 2,137,390 NIC 8 5 0 9 60,000 22,000 1,000 1,000 2,500 10,000² Mullen Group Ltd. 1,527,137 CC, LD 7 4 0 8 40,000 1,200 3,000 1,000 5,000 1,200 National Bank of Canada 156,297,000 IC 15 13 4 9 Yes 270,000 18 70,000 15,000 20,000 16 40,000 45,000 16 X X Nevsun Resources Ltd. 767,474¹ IC 5 4 0 12 75,000 62,500 XNew Gold Inc. 3,189,188¹ NIC 8 5 0 3 Yes 50,000 15,000² X XNexen Inc. 20,068,000 IC 14 13 1 8 Yes 493,382 145,022 1,800 9,100 1,800 14,400 28,800² X X Niko Resources Ltd. 1,602,302¹ CC 5 3 0 10 Yes 25,000 XNordion Inc. 454,076¹ IC 9 8 2 4 Yes 242,688¹ 87,368¹ 1,456¹ 3,883¹ 5,824 1,6 1,456¹ 6,310¹ 9,708 1,7 14,561 1,6 X X North American Palladium Ltd. 416,045 IC 7 6 0 6 Yes 180,000 28 120,000 28 1,000 1,000 7,500 15,000² X X North West Company Inc., The 626,917 IC 11 10 2 5 Yes 145,000 42,500 1,500 1,500 8,000 12,000² X X Northern Dynasty Minerals Ltd. 145,241 NIC 9 4 0 8 35,000 3,000 7,500² XNorthern Property Real Estate Investment Trust X 1,333,073 IC, LD 6 5 0 9 Yes 60,000 35,000 1,500 1,500 1,500 10,000 15,000² Northland Power Inc. 2,254,028 NIC, LD 7 5 2 4 Yes 119,290 30,000 1,500 15,000 5,000 1,500 5,000 7,500 10 15,000² NovaGold Resources Inc. 725,694 IC 10 8 0 7 Yes 34,650¹ 33,264¹ 1,732¹ 1,732¹ 7,227¹ 8,217 1,10 12,276 1,2 X X XNuVista Energy Ltd. 1,373,705 IC, LD 7 6 0 7 Yes 30,000 1,400 7,500 4,000 6,000² 1,400 7,500 15,000² XOceanaGold Corporation 809,459¹ IC, LD 7 6 0 2 216,458 1,97 95,305 1,96 XOnex Corporation 29,151,540¹ CC, LD 10 7 1 14 Yes 217,500¹ 1,980¹ 39,600¹ 4,455¹ 7,425 1,94 1,980¹ 9,900¹ 14,850 1,94 X X Open Text Corporation 2,419,850¹ NIC, LD 9 6 3 8 Yes 69,305 1,110 19,800¹ 7,920¹ 14,850 1,10 24,750 1,2 13,860¹ 24,750 1,10 34,650 1,2 X X Osisko Mining Corporation 2,069,242 IC 9 7 0 5 Yes 301,250 221,250 1,500 5,000 10,000² 1,500 10,000 20,000² X Pacific Rubiales Energy Corp. 5,394,317¹ NIC, LD 12 8 0 3 Yes 99,000¹ 74,250¹ 14,850¹ XPaladin Labs Inc. 397,913 IC 7 5 0 11 2,460 1,230 1,476 XPan American Silver Corp. 1,932,278¹ IC 9 7 0 7 120,000 66 89,100¹ 990¹ 9,900¹ 5,940 1,2 990¹ 4,950¹ 7,920 1,7,39 13,860 1,2 X XParamount Resources Ltd. 1,725,713 CC, LD 12 7 2 17 20,000 1,250 10,000 1,250 5,000 6,500² XParkland Fuel Corporation 923,449 IC 8 6 0 8 Yes 213,700 85,000 1,500 1,500 12,000 24 15,000² 2,500 X X Pason Systems Inc. 455,901 NIC, LD 6 5 0 12 Yes 120,000 1,000 1,000 5,000 14 10,000² X X Pembina Pipeline Corporation 3,339,202 IC 9 8 1 7 Yes 180,000 72 105,000 72 1,200 5,000² 1,200 10,000 18,000² X Pengrowth Energy Corporation 5,644,728 IC 8 7 0 8 Yes 195,000 110,000 1,500 5,000 10,000 16 1,500 10,000 15,000 10 20,000 16 X Penn West Petroleum Ltd. 15,584,000 IC 10 8 1 7 Yes 250,000 125,000 1,500 1,500 7,500 15,000² X Perpetual Energy Inc. 1,018,089 NIC 8 6 2 7 Yes 25,000 1,500 1,500 7,500 15,000² XPetroBakken Energy Ltd. 6,477,282 IC 8 6 0 2 Yes 205,994 86 153,652 86 5,000 10,79 10,000² 7,500 79 12,500 10 15,000² X Petrobank Energy and Resources Ltd. 6,917,716 IC 9 5 0 7 Yes 80,000 50,000 89 5,000 10,79 10,000² 7,500 79 12,500 10 15,000² X XPetrominerales Ltd. 2,204,235¹ NIC, LD 7 6 0 5 Yes 75,000 92 50,000 92 2,000 91 5,000 10,000² 3,000 91 7,500 79 12,500 10 15,000² X XPeyto Exploration & Development Corp. 1,800,252 IC, LD 8 6 0 6 Yes 137,629 85,283 95 Potash Corporation of Saskatchewan Inc. 16,094,430¹ IC 13 11 3 10 Yes 356,400¹ 173,250¹ 4,950¹ 1,485 1,25 14,850¹ X Power Corporation of Canada 255,496,000 CC 21 12 2 13 Yes 100,000 2,000 5,000 6,000² 2,000 15,000 25,000² 250,000 22 X X Power Financial Corporation 252,678,000 NIC 20 11 2 13 Yes 100,000 2,000 5,000 6,000² 2,000 15,000 25,000² X X Precision Drilling Corporation 4,427,874 IC 10 9 0 6 Yes 225,000 100,000 1,250 3,750 7,500² 1,250 2,500² 7,500 15,000² X X Premier Gold Mines Limited 315,983 IC 7 5 0 4 15,000 9,000 11,250 90 12,750 15,000² XPrimaris Retail Real Estate Investment Trust X 3,590,297 IC 7 6 1 5 Yes 110,000 87 60,000 87 1,500 1,500 7,500 88 8,500 10,000² X Primero Mining Corp. 618,450¹ NIC, LD 9 6 0 2 50,000 1,500 30,000 1,500 5,000 10,000 3 20,000² Progress Energy Resources Corp. 2,646,471 NIC 9 7 0 4 Yes 234,968 93 139,968 93 1,500 1,500 7,500 20,000² X Progressive Waste Solutions Ltd. 3,046,828¹ IC 9 7 0 4 Yes 200,000 135,000 10,000 10,14 20,000² X Quebecor Inc. 9,038,800 IC 7 5 2 11 Yes 310,000 55,000 2,000 3,000 4,000² 2,000 3,000² 8,000 10,000² X X Reitmans (Canada) Limited 633,861 CC, LD 9 7 0 17 50,000 5,000² Research in Motion Limited 13,593,690¹ IC 11 8 2 5 Yes 240,000 200,000 10,000 20,000 70 25,000 15 X X RioCan Real Estate Investment Trust X 10,767,000 IC 9 6 1 12 Yes 528,470 69 136,401 69 2,500 2,000 5,000 7 15,000² X Ritchie Bros. Auctioneers Incorporated 957,568¹ IC 7 6 1 6 Yes 198,000¹ 94,050¹ 1,485¹ 1,485¹ 9,900¹ 14,850 1,2 X Rogers Communications Inc. 18,362,000 NIC, LD 18 11 4 12 Yes 391,240 145,000 1,500 80,000 1,500 2,000² 10,000 20,000 10 30,000² 3,000 2,10 X X Romarco Minerals Inc. 260,697¹ IC 7 5 1 6 113,306¹ 67,568¹ 990¹ 4,950¹ 990¹ 7,920¹ 11,880 1,2 XRONA Inc. 2,780,400 IC 13 10 2 6 Yes 250,000 53,000 1,500 2,500 4,000² 1,500 5,000 10,000² X X Royal Bank of Canada 751,702,000 IC 17 16 5 10 Yes 460,000 185,000 10,000 15 25,000 50,000² X X Rubicon Minerals Corporation 280,134 LD 6 5 0 6 Yes 30,000 1,200 50,000 5,000 1,200 6,000 15,000² XRussel Metals Inc. 1,538,400 IC 9 8 2 9 Yes 175,000 55,000 8 2,000 8 2,000 8 6,000 8,500 8,33 12,000² X X San Gold Corporation 238,998 NIC 7 4 0 3 36,000 6,0002,38 20,000² XSaputo Inc. 3,599,120 NIC, LD 11 9 2 10 Yes 500,000 141,420 1,500 68,210 3,000 4,500² 1,500 7,500 53,210² X X Savanna Energy Services Corp. 1,233,700 IC 6 5 0 5 Yes 155,000 125,000 1,500 1,500 10,000 20,000² X X Sears Canada Inc. 2,834,400 NIC, LD 8 4 2 3 Yes 60,000 1,500 25,000 5,000 1,500 10,000 20,000²




Semafo Inc. 724,011 NIC, LD 7 5 0 6 Yes 30,000 1,250 15,000 1,250 6,000 7,500 36 10,000² XShaw Communications Inc. 12,525,877 NIC, LD 16 12 2 11 Yes 127,805 8 1,500 8 75,000 3,000 8 1,500 8 10,000 40,000² X X ShawCor Ltd. 1,223,265 NIC, LD 13 10 3 7 Yes 250,000 100,000 8 2,000 8 20,000 5,000 8 10,000 2,8 2,000 8 10,000 8 20,000² X X Sherritt International Corporation 6,497,500 CC, LD 10 9 1 7 Yes 50,000 10,000 20,000 2,000 47 5,000 15,000 2,3 X Shoppers Drug Mart Corporation 7,300,310 IC 11 10 4 4 Yes 240,000 120,000 10,000 25,000 2,7 X X Silver Standard Resources Inc. 1,263,341¹ IC 6 5 0 3 Yes 230,000 105,000 5,000 10,000 15,000² X X Silver Wheaton Corp. 2,843,612¹ IC 8 7 0 5 Yes 374,310 65 236,830 65 1,500 1,500 15,000 30,000 2,3 X Silvercorp Metals Inc. 569,680¹ CC 7 5 0 5 41,250 106 8,250 24,750² XSMART Technologies Inc. 534,169¹ NIC, LD 7 3 1 8 Yes 97,317¹ 29,700¹ 5,940¹ 11,880 1,2 11,880¹ 29,700 1,2 X SNC-Lavalin Group Inc. 8,354,001 IC 12 11 3 7 Yes 280,000 125,000 1,500 1,500 2,250² 8,000 16,000² X X SouthGobi Resources Ltd. 911,120¹ NIC, LD 9 6 0 5 25,000 1,500 60,000 1,500 25,000 10,38 40,000² XSprott Resource Corp. 597,372 IC 6 3 0 6 37,500 25,000 1,000 5,000 1,000 10,000² XStantec Inc. 1,327,356 IC 9 7 2 6 Yes 161,552 86,552 1,800 1,800 9,000 12,000 16 X Stella-Jones Inc. 617,056 NIC, LD 9 5 2 12 50,000 30,000 5,000² Sun Life Financial Inc. 218,027,000 IC 14 12 2 4 Yes 345,000 110,000 1,500 5,000 7,500 29,30 10,000² 1,500 20,000 30,000 2,29,30 X X Suncor Energy Inc. 74,777,000 IC 14 12 2 7 Yes 503,154 214,208 1,500 5,000 6,000² 1,500 10,000 15,000 7 25,000² X X Superior Plus Corp. 2,193,400 NIC, LD 11 9 1 9 Yes 200,000 70,000 1,500 35,000 5,000 1,500 14,000 22,000² 2,000 X X SXC Health Solutions Corp. 1,039,804¹ CC, LD 7 7 0 4 Yes 180,180¹ 24,750¹ 4,950¹ 14,850 1,10 19,800 1,2 X Tahoe Resources Inc. 912,785 IC 8 7 1 1 Yes 224,000 174,000 20,000 X Talisman Energy Inc. 23,983,740¹ IC 11 10 2 3 Yes 500,000 200,000 1,700 6,000 10,000² 1,700 15,000 25,000² X X Taseko Mines Limited 994,732 IC 9 8 0 10 50,000 3,000 7,500 16 XTeck Resources Limited 34,219,000 NIC, LD 14 11 2 10 Yes 660,276 160,092 1,500 100,000 6,000 1,500 8,000 20,000² X X TELUS Corporation 19,931,000 IC 13 12 1 10 Yes 460,000 160,000 1,500 5,000 10,000² 1,500 3,000² 10,000 15,000 7 20,000² X X Tembec Inc. 1,107,000 IC 11 9 0 3 Yes 320,000 121 115,000 121 2,000 2,500 7,500 36 15,000² 2,000 5,000 15,000 36 35,000² X Thompson Creek Metals Company Inc. 2,964,258¹ CC, LD 7 6 1 4 Yes 126,284 1,78 1,485¹ 101,534 1,78 1,485¹ 6,930 1,24,39 24,750 1,2 X Thomson Reuters Corporation 32,151,240¹ NIC 14 10 2 8 Yes 594,000 1,80 148,500¹ 9,900¹ 19,800 1,2,3 X Tim Hortons Inc. 2,203,950 CC, LD 10 9 3 4 Yes 90,000 1,500 100,000 3,000 1,500 8,000 12,000 7 15,000² X TMX Group Inc. 3,394,800 IC 12 11 3 9 Yes 275,000 80,000 1,500 3,000 1,500 10,000 20,000 6 X X Toromont Industries Ltd. 913,331 CC, LD 7 6 0 16 Yes 100,000 40,000 2,000 33,000 5,000 2,000 10,000 12,000 7 20,000² X XToronto-Dominion Bank 686,360,000 IC 17 16 6 9 Yes 350,000 165,000 19 15,000 20 25,000 40,000² X X Torstar Corporation 1,484,767 IC, LD 13 12 4 5 Yes 275,000 55,000 8 1,500 8 10,000 3,000 8 1,250 8 6,500 8 18,000² X X Total Energy Services Inc. 434,617 IC 6 5 0 9 Yes 150,000 120 80,000 120 1,000 1,000 1,500² 2,500 5,000 10 10,000² X Tourmaline Oil Corp. 2,711,024 CC, LD 10 6 0 2 XTransAlta Corporation 9,760,000 IC 11 10 2 6 Yes 302,048 112,176 1,500 1,500 15,000 25,000 3,16 X X Transat A.T. Inc. 1,221,965 CC, LD 11 8 2 12 Yes 50,000 1,500 3,000 1,500 10,000 15,000² X X TransCanada Corporation 48,995,000 IC 13 12 3 7 Yes 410,000 155,000 8 1,500 8 5,500 8 1,500 8 12,000 8 X X Transcontinental Inc. 2,453,600 NIC, LD 15 10 4 9 Yes 40,000 1,500 8,000 3,000 1,500 6,000 10,000 2,7 X TransForce Inc. 2,100,407 CC, LD 8 7 0 7 Yes 50,000 1,750 40,000 4,500 1,750 10,000 2,500 X Transglobe Energy Corporation 520,548¹ IC 8 6 0 10 71,000 56,000 4,167 12,292² 6,000 6,875 79 XTrican Well Service Ltd. 2,217,183 NIC, LD 7 4 0 9 Yes 158,316 128,877 108 1,200 1,200 5,000² X Trilogy Energy Corp. 1,260,364 NIC, LD 8 5 0 6 Yes 20,000 1,250 1,250 5,000 15,000² XTrinidad Drilling Ltd. 1,608,126 IC, LD 7 5 0 4 Yes 165,000 120,000 1,500 20,000 1,500 3,000² 1,500 7,500 15,000² X Uni-Select Inc. 1,234,728¹ IC 11 10 1 14 110,000 40,000 1,750 1,750 8,000 12,000² Uranium One Inc. 3,270,267¹ IC 9 5 0 3 Yes 250,000 100,000 2,000 2,000 50,000² XValeant Pharmaceuticals International Inc. 13,382,000 CC, LD 10 9 1 2 Yes 277,200 1,84 99,000¹ 9,900 1,14 12,375 1,81,82,83 14,850 1,16 14,850 1,14 19,800 1,81,82,83 24,750 1,16 X X Veresen Inc. 3,737,088 IC 10 9 1 6 Yes 90,000 75 60,000 8,75 1,500 8 1,500 8 7,500 15,000 2,8 X Vermilion Energy Inc. 2,735,187 IC 7 6 0 10 Yes 286,979 74 167,293 74 1,500 1,500 7,000 15,000² X Vista Gold Corp. 178,797¹ CC 7 4 1 8 25,245¹ 990 990¹ 6,311 1,2 XViterra Inc. 7,012,631 IC 13 12 1 4 Yes 375,000 160,000 10,000 15,000 7 20,000² X Wajax Corporation 589,926 IC 11 10 1 8 Yes 255,000 90,000 1,500 1,500 9,000 12,000 7 15,000² X X West Fraser Timber Co. Ltd. 2,537,300 CC, LD 9 8 1 16 Yes 68,750 1,500 50,000 4,000 1,500 10,000 X X WestJet Airlines Ltd. 3,473,678 NIC, LD 13 10 1 6 Yes 400,000 85 30,000 1,250 20,000 1,250 7,000 15,000² X Westport Innovations Inc. 353,108¹ IC 8 7 2 7 Yes 124,123¹ 83,286¹ 5,568¹ 6,311 1,2,7 11,138¹ 14,850 1,2 X Westshore Terminals Investment Corporation X 569,091 CC 5 3 0 11 25,000 1,500 1,500 17,000² Wi-LAN Inc. 583,102¹ LD 8 6 0 4 Yes 37,000 27,000 1,500 1,500 6,000 12,000 2,10 XWinpak Ltd. 561,943¹ NIC 7 3 0 12 125,000 50,000 5,000² 1,500 6,000 12,500² Yamana Gold Inc. 10,662,240¹ CC, LD 11 9 0 5 Yes 173,250¹ 1,980¹ 30,000 1,732¹ 2,228 1,2,10 12,375¹ 19,800 1,2,10 1,485¹ 1,980 1,2,10 X Yellow Media Inc. 5,048,932 IC 10 9 0 6 Yes 260,000 110,000 5,500 8,250² 11,000 20,000²






Semafo Inc. 724,011 NIC, LD 7 5 0 6 Yes 30,000 1,250 15,000 1,250 6,000 7,500 36 10,000² XShaw Communications Inc. 12,525,877 NIC, LD 16 12 2 11 Yes 127,805 8 1,500 8 75,000 3,000 8 1,500 8 10,000 40,000² X X ShawCor Ltd. 1,223,265 NIC, LD 13 10 3 7 Yes 250,000 100,000 8 2,000 8 20,000 5,000 8 10,000 2,8 2,000 8 10,000 8 20,000² X X Sherritt International Corporation 6,497,500 CC, LD 10 9 1 7 Yes 50,000 10,000 20,000 2,000 47 5,000 15,000 2,3 X Shoppers Drug Mart Corporation 7,300,310 IC 11 10 4 4 Yes 240,000 120,000 10,000 25,000 2,7 X X Silver Standard Resources Inc. 1,263,341¹ IC 6 5 0 3 Yes 230,000 105,000 5,000 10,000 15,000² X X Silver Wheaton Corp. 2,843,612¹ IC 8 7 0 5 Yes 374,310 65 236,830 65 1,500 1,500 15,000 30,000 2,3 X Silvercorp Metals Inc. 569,680¹ CC 7 5 0 5 41,250 106 8,250 24,750² XSMART Technologies Inc. 534,169¹ NIC, LD 7 3 1 8 Yes 97,317¹ 29,700¹ 5,940¹ 11,880 1,2 11,880¹ 29,700 1,2 X SNC-Lavalin Group Inc. 8,354,001 IC 12 11 3 7 Yes 280,000 125,000 1,500 1,500 2,250² 8,000 16,000² X X SouthGobi Resources Ltd. 911,120¹ NIC, LD 9 6 0 5 25,000 1,500 60,000 1,500 25,000 10,38 40,000² XSprott Resource Corp. 597,372 IC 6 3 0 6 37,500 25,000 1,000 5,000 1,000 10,000² XStantec Inc. 1,327,356 IC 9 7 2 6 Yes 161,552 86,552 1,800 1,800 9,000 12,000 16 X Stella-Jones Inc. 617,056 NIC, LD 9 5 2 12 50,000 30,000 5,000² Sun Life Financial Inc. 218,027,000 IC 14 12 2 4 Yes 345,000 110,000 1,500 5,000 7,500 29,30 10,000² 1,500 20,000 30,000 2,29,30 X X Suncor Energy Inc. 74,777,000 IC 14 12 2 7 Yes 503,154 214,208 1,500 5,000 6,000² 1,500 10,000 15,000 7 25,000² X X Superior Plus Corp. 2,193,400 NIC, LD 11 9 1 9 Yes 200,000 70,000 1,500 35,000 5,000 1,500 14,000 22,000² 2,000 X X SXC Health Solutions Corp. 1,039,804¹ CC, LD 7 7 0 4 Yes 180,180¹ 24,750¹ 4,950¹ 14,850 1,10 19,800 1,2 X Tahoe Resources Inc. 912,785 IC 8 7 1 1 Yes 224,000 174,000 20,000 X Talisman Energy Inc. 23,983,740¹ IC 11 10 2 3 Yes 500,000 200,000 1,700 6,000 10,000² 1,700 15,000 25,000² X X Taseko Mines Limited 994,732 IC 9 8 0 10 50,000 3,000 7,500 16 XTeck Resources Limited 34,219,000 NIC, LD 14 11 2 10 Yes 660,276 160,092 1,500 100,000 6,000 1,500 8,000 20,000² X X TELUS Corporation 19,931,000 IC 13 12 1 10 Yes 460,000 160,000 1,500 5,000 10,000² 1,500 3,000² 10,000 15,000 7 20,000² X X Tembec Inc. 1,107,000 IC 11 9 0 3 Yes 320,000 121 115,000 121 2,000 2,500 7,500 36 15,000² 2,000 5,000 15,000 36 35,000² X Thompson Creek Metals Company Inc. 2,964,258¹ CC, LD 7 6 1 4 Yes 126,284 1,78 1,485¹ 101,534 1,78 1,485¹ 6,930 1,24,39 24,750 1,2 X Thomson Reuters Corporation 32,151,240¹ NIC 14 10 2 8 Yes 594,000 1,80 148,500¹ 9,900¹ 19,800 1,2,3 X Tim Hortons Inc. 2,203,950 CC, LD 10 9 3 4 Yes 90,000 1,500 100,000 3,000 1,500 8,000 12,000 7 15,000² X TMX Group Inc. 3,394,800 IC 12 11 3 9 Yes 275,000 80,000 1,500 3,000 1,500 10,000 20,000 6 X X Toromont Industries Ltd. 913,331 CC, LD 7 6 0 16 Yes 100,000 40,000 2,000 33,000 5,000 2,000 10,000 12,000 7 20,000² X XToronto-Dominion Bank 686,360,000 IC 17 16 6 9 Yes 350,000 165,000 19 15,000 20 25,000 40,000² X X Torstar Corporation 1,484,767 IC, LD 13 12 4 5 Yes 275,000 55,000 8 1,500 8 10,000 3,000 8 1,250 8 6,500 8 18,000² X X Total Energy Services Inc. 434,617 IC 6 5 0 9 Yes 150,000 120 80,000 120 1,000 1,000 1,500² 2,500 5,000 10 10,000² X Tourmaline Oil Corp. 2,711,024 CC, LD 10 6 0 2 XTransAlta Corporation 9,760,000 IC 11 10 2 6 Yes 302,048 112,176 1,500 1,500 15,000 25,000 3,16 X X Transat A.T. Inc. 1,221,965 CC, LD 11 8 2 12 Yes 50,000 1,500 3,000 1,500 10,000 15,000² X X TransCanada Corporation 48,995,000 IC 13 12 3 7 Yes 410,000 155,000 8 1,500 8 5,500 8 1,500 8 12,000 8 X X Transcontinental Inc. 2,453,600 NIC, LD 15 10 4 9 Yes 40,000 1,500 8,000 3,000 1,500 6,000 10,000 2,7 X TransForce Inc. 2,100,407 CC, LD 8 7 0 7 Yes 50,000 1,750 40,000 4,500 1,750 10,000 2,500 X Transglobe Energy Corporation 520,548¹ IC 8 6 0 10 71,000 56,000 4,167 12,292² 6,000 6,875 79 XTrican Well Service Ltd. 2,217,183 NIC, LD 7 4 0 9 Yes 158,316 128,877 108 1,200 1,200 5,000² X Trilogy Energy Corp. 1,260,364 NIC, LD 8 5 0 6 Yes 20,000 1,250 1,250 5,000 15,000² XTrinidad Drilling Ltd. 1,608,126 IC, LD 7 5 0 4 Yes 165,000 120,000 1,500 20,000 1,500 3,000² 1,500 7,500 15,000² X Uni-Select Inc. 1,234,728¹ IC 11 10 1 14 110,000 40,000 1,750 1,750 8,000 12,000² Uranium One Inc. 3,270,267¹ IC 9 5 0 3 Yes 250,000 100,000 2,000 2,000 50,000² XValeant Pharmaceuticals International Inc. 13,382,000 CC, LD 10 9 1 2 Yes 277,200 1,84 99,000¹ 9,900 1,14 12,375 1,81,82,83 14,850 1,16 14,850 1,14 19,800 1,81,82,83 24,750 1,16 X X Veresen Inc. 3,737,088 IC 10 9 1 6 Yes 90,000 75 60,000 8,75 1,500 8 1,500 8 7,500 15,000 2,8 X Vermilion Energy Inc. 2,735,187 IC 7 6 0 10 Yes 286,979 74 167,293 74 1,500 1,500 7,000 15,000² X Vista Gold Corp. 178,797¹ CC 7 4 1 8 25,245¹ 990 990¹ 6,311 1,2 XViterra Inc. 7,012,631 IC 13 12 1 4 Yes 375,000 160,000 10,000 15,000 7 20,000² X Wajax Corporation 589,926 IC 11 10 1 8 Yes 255,000 90,000 1,500 1,500 9,000 12,000 7 15,000² X X West Fraser Timber Co. Ltd. 2,537,300 CC, LD 9 8 1 16 Yes 68,750 1,500 50,000 4,000 1,500 10,000 X X WestJet Airlines Ltd. 3,473,678 NIC, LD 13 10 1 6 Yes 400,000 85 30,000 1,250 20,000 1,250 7,000 15,000² X Westport Innovations Inc. 353,108¹ IC 8 7 2 7 Yes 124,123¹ 83,286¹ 5,568¹ 6,311 1,2,7 11,138¹ 14,850 1,2 X Westshore Terminals Investment Corporation X 569,091 CC 5 3 0 11 25,000 1,500 1,500 17,000² Wi-LAN Inc. 583,102¹ LD 8 6 0 4 Yes 37,000 27,000 1,500 1,500 6,000 12,000 2,10 XWinpak Ltd. 561,943¹ NIC 7 3 0 12 125,000 50,000 5,000² 1,500 6,000 12,500² Yamana Gold Inc. 10,662,240¹ CC, LD 11 9 0 5 Yes 173,250¹ 1,980¹ 30,000 1,732¹ 2,228 1,2,10 12,375¹ 19,800 1,2,10 1,485¹ 1,980 1,2,10 X Yellow Media Inc. 5,048,932 IC 10 9 0 6 Yes 260,000 110,000 5,500 8,250² 11,000 20,000²



1 Converted from U.S. Dollars at 0.99.

2 Audit Committee.

3 Human Resources Committee.

4 $25,000of thisamountaccountsforthefixedannualfeereceived as a board/committee meeting attendance fee.

5 Under the terms of the Deferred Share Unit Plan, each director may have his or her annual retainer(s) and attendance fees paid entirely in cash or up to 100% in DSUs. Directors may also receive up to 25% of the portion of the Annual Board Retainer they elect to be paid in DSUs in the form of additional DSUs, an incentive put in place to promote increased DSU ownership.

6 Audit and Finance Committee.

7 Compensation and Human Resources Committee.

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

9 $20,000 of this amount represents annual attendance fees at meetings.

10 Compensation Committee.

11 A director who serves on the Boards of both COGECO and the Corporation receives a lesser annual retainer from each entity in the amount of $25,000.

12 Audit and Conduct Review Committee.

13 Governance and Pension Committee.

14 Governance and Nominating Committee.

15 Governance and Public Policy Committee.

16 Audit and Risk Committee.

17 Perannumfixedcompensationforadirectorsittingonmorethan one committee, except the Chairman of the Board.

18 The Bank also reimburses the Chair of the Board up to $25,000 annually for disbursements and accommodation expenses incurred for his business promotion activities on behalf of the Bank.

19 Includes any compensation for serving on one committee.

20 Additional committee fee is applied to directors who serve on more than one committee (includes observer attendees).

21 $80,808of thisamountreflectsthevalueof RestrictedUnits awarded to directors in 2011.

22 Executive Committee.

23 Attendance fees are paid per day of meetings, regardless of whether a director attends more than one meeting in a single day, except that a separate attendance fee is paid for each Executive Committee meeting, even if it occurs on the same day as other meetings.

24 Governance and Compensation Committee.

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

26 Audit, Finance and Risk Committee.

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

28 $48,000of thisamount($72,000inthecaseof theChair)reflects the value of RSUs awarded to directors; RSUs vest immediately and may be exercised as to one-third on the date of grant, one-third on thefirstanniversaryandone-thirdonthesecondanniversary.

29 Management Resources Committee.

30 Risk Review Committee.

31 Committee Meeting Fee per day.

32 $800 is paid per meeting for routine administrative matters where the nature of the discussion is brief.

33 Management Resources and Compensation Committee.

34 Investment Committee.

35 $17,000 of this amount includes monetary amounts paid to the Trustees. Trustees are strongly encouraged to use the proceeds towards the purchase of CREIT units. The units are purchased on the open market.

36 Human Resources and Corporate Governance Committee.

37 Directors also received a grant of Deferred Trust Units that vest overafiveyearperiod.

38 Governance Committee.

39 Environmental, Health and Safety Committee.

40 Pension Committee.

41 This amount is paid for membership on all board committees.

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

43 $88,400 of this amount represents the value of RSUs awarded to each director in 2011. 50% of RSUs vest in three years from the date of grant and the remaining 50% vest on the seventh anniversary of the grant date.

44 Each Trustee may elect to receive between 60% and 100% of the annual retainer paid, together with committee fees, attendance fees, additional fees and retainers to committee chairs in the form of deferred units in lieu of cash, provided that Boardwalk shall match the elected amount for each participant such that the number of deferred units issued to each participant shall be equal in value to two times the elected amount.

45 Director retainer amount for serving on one committee of the board is $160,000; $175,000 retainer for directors who serve on two committees; $200,000 retainer for Chair of the Corporate Governance Committee and Chair of the Pension Fund Committee; $225,000 retainer for Chair of the Management Resources and Compensation Committee and Chair of the Audit Committee.

46 Non Executive Directors also receive an annual grant of travel reward miles.

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

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

49 In addition to this amount, the Chair receives a $12,000 travel allowance and a $35,000 matching contribution under the Company’s Share Purchase Plan.

50 Includes $35,000 cash paid for participation on the Board of Nova Scotia Power Inc.

End Notes


51 $99,022 of this amount represents the value of restricted and performance awards that were granted to directors in 2011.

52 $187,859 ($238,174 in the case of the Chair) of this amount represents the value of DSUs awarded to directors in 2011; in addition, $44,416 of this amount represents the value of RSUs awarded to directors in 2011; RSUs vest and are paid out in three equal tranches on the anniversary date of the date of grant.

53 Human Resources, Governance and Nominating Committee.

54 $24,700 of this amount represents the value of Unit Appreciation Rights granted to Directors in 2011. UARs vest after 3 years.

55 Directors can elect to receive up to 100% of their board compensation in the form of deferred units, in lieu of cash, which such amount shall be matched by the trust.

56 The Chair received a bonus of $300,000 in 2011, issued by way of RSUs, and vesting in 1/3 increments over three years.

57 $66,768 of this amount ($100,774 in the case of the Chair) represents the value of RSUs granted to directors in 2011; RSUs vest over a three year period.

58 Meeting fees were paid at a rate of $1,000 to $3,000 per meeting, dependent upon the location of meeting and whether it was attended in person or by teleconference.

59 The compensation paid to directors of the Corporation is determined on a case-by-case basis with reference to the role that each director provides to the Corporation. Directors may receive cash bonuses and, in addition, are entitled to participate in the Corporation’s stock option plan. Fees paid to directors in 2011 ranged between $20,000 and $30,000.

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

61 Three outside directors received compensation with fees ranging between $10,200 and $11,000.

62 Under the LTIP, each Director is entitled to receive 12,500 LTIP units, the Chair of the board is entitled to receive an additional 7,500 LTIP units and the Chair of each committee is entitled to receive an additional 5,000 LTIP units. No units were awarded under the LTIP in 2011.

63 Chartwell directors are entitled to elect to receive part or all of their fees in the form of Deferred Units. Effective July 1, 2010, Chartwell matches all Deferred Units earned on a one-for-one basis.

64 In addition to this amount, the Chair received a $200,000 bonus in 2011.

65 $196,830 of this amount ($284,310 in the case of the Chair) represents the value of Restricted Share Rights awarded to directors in 2011.

66 In addition to this annual fee, the Chair also received approximately $100,000 to cover the administrative costs of running the Chairman’soffice.

67 Technical Committee.

68 $168,780 of this amount represents the value of RSUs granted to directors in 2011.

69 $96,401 of this amount ($353,470 in the case of the Chair) represents the value of Restricted Equity Units granted to directors in 2011. REUs vest three years from the date of issue.

70 Compensation, Nominating and Governance Committee.

71 Governance, Human Resources, Nominating and Compensation Committee.

72 $75,000 of this amount ($85,000 in the case of the Chairman) represents the value of Restricted Share Units (RSUs) awarded to Directors in 2010; RSUs vest in equal amounts over a three year period.

73 Compensation and Nominating Committee.

74 $142,293 of this amount ($176,979 in the case of the Chair) represents the value of share awards granted to directors in 2011. Share awards vest on April 1 of the third year after they were granted.

75 $30,000 of this amount represents the value of share-based awards under the LTIP granted to directors in 2011.

76 $86,831($131,647inthecaseof theChair)of thisamountreflects the long term incentive received by directors in 2011; directors can elect to receive their LTI in the form of RSUs (which vest at the end of 2 years) or in the form of DSUs.

77 $35,024 of this amount represents the value of RSUs awarded to directors in 2011. RSUs vest over a three year period.

78 $66,884 of this amount represents the value of RSUs awarded to directors in 2011.

79 Reserves Committee.

80 Deputy Chair of the Board received a $297,000 retainer.

81 Talent and Compensation Committee.

82 Operations Committee.

83 Finance and Transactions Committee.

84 $217,800 of this amount represents the value of RSUs granted to directors in 2011. These annual RSUs are deliverable one year following separation of service from the company.

85 On February 10, 2009, Mr. Beddoe relinquished his role as Executive Chairman of Westjet in favour of acting solely as Chairman. As compensation for this transition, Mr. Beddoe is to receive $25,000 permonth,effectiveFebruary2009,foraperiodof fiveyears (in addition to an annual retainer of $100,000).

86 At the discretion of the company, certain of the compensation of the directors may be paid as deferred shares in accordance with their DCS plan. Directors are also granted Incentive Shares. In 2011, directors received a grant of deferred shares and incentive shares - awards ranged between $103,652 and $125,994.

87 $30,000 of this amount represents the value of restricted units awarded to directors in 2011.

88 Distributions Committee.


90 A director receives this amount if they are a member of more than one committee of the board.

91 Nominating Committee.


End Notes


93 $99,968 of this amount represents the value of restricted share units granted to directors in 2011.

94 Audit and Governance Committee.

95 Director retainers range in value and are intended to recognize the time involved in various board activities. Annual retainers are paid incashwithhalf of theretainerbeingfixedandhalf beingvariable. Total annual compensation for directors ranged between $85,283 and $97,046.

96 The Company paid its directors amounts ranging between $95,305 and $117,884; details of compensation breakdown were not provided.

97 The Chair was paid an additional amount of US$121,236 in 2011 for his interim role as the executive Chair of the Company.

98 $298,179 of this amount ($372,724 in the case of the Chair) represents the value of RSUs awarded to directors in 2011 in recognition for service in 2010 and 2011. The RSU grant vests overthreeyearsandhasafiveyearlife.

99 $15,000 of this amount represents the value of equity compensation received by trustees in 2011; trustees may elect to receive the equity component in restricted units or options.

100 Directors also received Aeroplan program membership privileges and a discretionary travel award of up to $20,000 per year on STAR Alliance carriers.

101 This amount is paid to one of the directors for chairing all of the board committees.

102 Cash retainer paid to three independent directors in 2011; one director received $28,000.

103 Conduct Review Committee.

104 Committee members who serve on both the Corporate Governance and Nominating Committees are paid one retainer covering both committees. One meeting fee is paid for the regular quarterly meetings of the committees, and separate meeting fees are paid for any additional meetings of either committee.

105 Meeting attendance fee for initial meeting each quarter is $3,000. Attendance fees for attendance at REIT Trustee meetings are capped at eight meetings annually for each REIT Trustee. Attendance fees for attendance at Compensation and Governance Committee meetings are capped at two meetings annually for each REIT Trustee. No compensation or meeting attendance fee is paid in connection with the Nominating Committee.

106 In addition, each director received a bonus in 2011 of $80,000.

107 This fee is paid to the non-Epcor elect Chair.

108 Directors were awarded DSUs in 2011; amounts ranged between $108,877 and $113,034.

109 $130,680 of this amount represents the value of RSUs granted in 2011; RSUs vest in half increments annually on each grant date anniversary.

110 In 2011, directors received grants of DSUs as equity based compensation awards; amounts ranged between $24,755 and $115,934 (included in this amount is $24,755).

111 Conduct Review and Ethics Committee.

112 Lead Director and Vice Chair of the Board.

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

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

115 $85,878 of this amount represents the value of incentive based units awarded to directors in 2011. Units vest as to 1/3 on each of the first,secondandthirdanniversariesof thedateof thegrant.

116 This amount is paid for each full day meeting; $500 is paid for each half day meeting.

117 This amount is paid for meetings that are more than two hours in duration. $750 is paid for meetings that are two hours or less in duration.

118 If committee meeting falls on the same day as a board meeting, the meeting fee is $1000.

119 Directors may elect to receive between 0 and 100% of their annual retainer paid by the Corporation through RSUs. The Corporation matches all RSU payments made directly by each eligible participant.

120 Directors also participate in the Corporation’s Long Term Incentive Plan (LTIP). Each eligible director is responsible for purchasing his respective LTIP allocation in the open market and is reimbursed by the Corporation in respect of such purchases. Each participant’s aggregate entitlement vests quarterly over three years. In 2011, the value of the Directors’ share allocation was $60,000 per participant ($120,000 in the case of the Chair).

121 In November 2010, the Board approved a special grant of DSUs to Non Executive Directors. The value of the grant was $195,000 for directors and $540,000 for the Chair; one-third of the DSUs vested on January 27, 2011 and the remaining two-thirds will vest equally over the next two years.

122 This amount is paid to the individual who is Chair of both the Governance Committee and the Management Resources and Compensation Committee.

123 The lead director is also the Chair of the Audit Committee and the Pension Committee.

End Notes


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