Corporate Board Governance and Director Compensation: A Review of 2015

The Most Comprehensive Canadian Governance Study

We are pleased to present the most comprehensive review of public issuer governance data available in Canada. This twenty-third annual report examines governance in Canadian companies and includes our special report, Industry Knowledge on the Board: Well Off the Target. Our commitment is to provide directors and trustees with accurate and relevant Canadian data across a wide spectrum.

The data is collected from publicly traded companies that were on one or more of the following lists:

• The Financial Post Top 220 (June 2015) 
• The Report on Business Top 220 (July 2015) 
• The S&P/TSX Composite Index (at any time during 2014) 
• We draw data from annual reports, management proxy circulars and annual information forms for fiscal year-ends in late 2014, or the first few months of 2015. All references to “2014” data include data for year-ends in early 2015. 
• All figures reported in United States dollars have been converted to Canadian dollars at an exchange rate of 1.10, which was the average exchange rate for 2014. 
• 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: 
• * 2014-2015 Director Compensation Report published by the National Association of Corporate Directors with data from the 2014 Director Compensation Survey by Pearl Meyers & Partners. The study is based on 1,400 companies across 24 industries that filed a proxy statement or other financial statement with director compensation information for the fiscal year ending between Feb. 1, 2013 and Jan. 31, 2014. 
• * 2015-2016 NACD Public Company Governance Survey, a publication of the National Association of Corporate Directors. This report is based on insights from 1,034 public company responses.