Page 51 - NG2020AR

CORPORATE GOVERNANCE SUMMARY – CHANGES, 2017-2020
BOARD OF DIRECTORS
f four directors have stepped down: Dr. Marc Faber, Gerald McConnell, Gil Leathley, Rick Van Nieuwenhuyse
f three directors have been added: Dr. Diane Garrett, Ethan Schutt, Dr. Elaine Dorward-King
f reduced board size from 11 to 10
f increased gender diversity from 9% to 30%
f board nominee slate is 80% independent
f adopted a board service policy to prevent overboarding
SHARE OWNERSHIP REQUIREMENTS
f increased director share ownership requirements to an amount equal to 3X annual retainer within five years of joining board (effective August 2020)
f increased CEO share ownership requirement to an amount equal to 5X annual salary from 3X (effective August 2020)
EXECUTIVE COMPENSATION
f Summary Compensation Table (SCT) shows reduction in executive comp since 2017
f Realized pay is generally lower than realizable pay and SCT pay*
f extended vesting period for options and Performance Share Units (PSUs) from two to three years (effective December 2017)
f eliminated individual performance rating as a multiplier for long-term incentive award value
f CEO base salary unchanged for three years (2017-2019)
f added a double-trigger change of control provision to option plan and PSU plan before award vesting is accelerated (effective January 2019)
f adopted an executive compensation clawback policy f enhanced the description of annual company goals,
including threshold, target, and maximum achievement descriptions
STOCK AWARD, PERFORMANCE SHARE UNIT, AND DEFERRED SHARE UNIT PLANS APPROVED BY SHAREHOLDERS IN 2020†
f stock award plan amendment – reduced plan share pool size to 8% of issued and outstanding shares down from 10%
* Refer to Realized and Realizable Pay Tables in Management Information Circular.
† Required every three years by the TSX.
SUSTAINABILITY SUMMARY 49