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

We are pleased to present the most comprehensive review of public issuer governance data available in Canada. This eighteenth annual report examines governance in 292 Canadian public companies and income trusts and includes our special report, The Challenge of Individual Director Evaluation. Our commitment is to provide directors and trustees with accurate and relevant Canadian data across a wide spectrum.

Where we refer to “equities”, we are referring to all members of the research sample that are not income trusts. For the fifth year we have included income trusts in our analysis, and approximately 20% of the sample fell into this category this year. This percentage has declined annually from a high of 26% in 2007, which may be a reflection of changes in income tax rules set to take effect in January 2011.

The “under $500 million” in assets category has grown for the past few years, after significantly shrinking from earlier numbers. In 2001, 36% of the sample fell into this category, and this number shrank to 17% by 2005. Between 2006 and 2008 the category made up 11% to 12% of the sample, and is back up to 17% for 2009.

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

• The Financial Post Top 240 (June 2010)
• The Report on Business Top 240 (July 2010)
• The S&P/TSX Composite Index (at any time during 2009)

We draw data from annual reports, management proxy circulars and annual information forms for fiscal year-ends in late 2009, or the first few months of 2010. All references to “2009” data include data for year-ends in early 2010.

All figures reported in United States dollars have been converted to Canadian dollars at an exchange rate of 1.14, which was the average exchange rate for 2009.

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

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

• 2009-2010 Director Compensation Report, a publication of the National Association of Corporate Directors and The Center for Board Leadership, in collaboration with Pearl Meyer & Partners. Using proxies filed by companies with fiscal year-ends between February 1, 2008, and January 31, 2009, this study is based on 1,400 companies representing 22 industries with revenues from $50 million to over $10 billion.
• 2010 Public Company Governance Survey, a publication of the National Association of Corporate Directors. This study is based on the results of a survey of public company boards that was conducted in the spring of 2010.