Corporate Board Governance and Director Compensation in Canada: A Review of 2005

The Most Comprehensive Canadian Governance Survey

We are pleased to present the most comprehensive review of public corporate governance data available in Canada. This thirteenth annual report examines governance in Canadian public companies and includes our special report, The Board’s Role in CEO Succession Planning. Our commitment is to provide directors with accurate and relevant Canadian data across a wide spectrum of industries and corporations.

The data is collected from public companies (not including income trusts) which were on one or more of the following lists:

• The Financial Post Top 450 (June 2005)
• The Report on Business Top 450 (July 2005)
• The S&P/TSX Composite Index (at any time during 2004)

We draw data from annual reports, management proxy circulars and annual information forms for fiscal year-ends in late 2004, or the first few months of 2005. All references to “2004” data include data for year-ends in early 2005.

All figures reported in United States dollars have been converted to Canadian dollars at an exchange rate of 1.30, which was the average exchange rate for 2004.
All fractions have been rounded off to the nearest whole number.

Where this report uses comparative U.S. data, it is drawn from Korn/Ferry International’s 32nd Annual Board of Directors Study (2005). This study draws from proxy information from FORTUNE 1000 companies. Comparative information for “the Americas” and other international information is also extracted from this study. “The Americas” represents survey respondents in Canada, the United States, and Latin America.