2008 Proxy Statement
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
From: March 28, 2008
IVANHOE MINES LTD.
(Translation of Registrants Name into English)
Suite 654
999 CANADA PLACE, VANCOUVER, BRITISH COLUMBIA V6C 3E1
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover of
Form 20-F or Form 40-F.)
Form 20-F- o Form 40-F- þ
(Indicate by check mark whether the registrant by furnishing the information contained in this form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.)
Yes: o No: þ
(If Yes is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b): 82- .)
Enclosed:
Management Proxy Circular & Notice of Meeting
Voting Proxy
Supplemental Return Card
Electronic Consent
TABLE OF CONTENTS
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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IVANHOE MINES LTD. |
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Date: March 28, 2008
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By:
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/s Beverly A. Bartlett |
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BEVERLY A. BARTLETT |
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Vice President & |
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Corporate Secretary |
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Notice of Annual Meeting of the Shareholders
and
Management Proxy Circular
of
IVANHOE MINES LTD.
DATED: March 28, 2008
IVANHOE MINES LTD.
Notice of Annual General Meeting of Shareholders
May 9, 2008
NOTICE IS HEREBY GIVEN that an Annual General Meeting of shareholders of Ivanhoe Mines Ltd. (the
Corporation) will be held on Friday, May 9, 2008, at 9:00 AM local time, in the Presidents Room
of the Terminal City Club located at 837 West Hastings Street, Vancouver, British Columbia for the
following purposes:
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to receive the annual report of the directors to the shareholders; |
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to receive the audited consolidated financial statements of the Corporation for the year
ended December 31, 2007 and the auditors report thereon; |
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to elect directors for the ensuing year; |
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to appoint auditors for the ensuing year and to authorize the directors to fix the auditors
remuneration; |
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to transact such other business as may properly come before the meeting or any adjournment
thereof. |
The Board of Directors has fixed March 24, 2008 as the Record Date for the determination of
shareholders entitled to notice of, and to vote at, this Annual General Meeting and at any
adjournment thereof.
A Management Proxy Circular, Form of Proxy, the Audited Consolidated Financial Statements and
Managements Discussion and Analysis for the year ended December 31, 2007 and return envelope
accompany this Notice of Meeting.
A shareholder, who is unable to attend the Meeting in person and who wishes to ensure that such
shareholders shares will be voted at the Meeting, is requested to complete, date and execute the
enclosed form of proxy and deliver it by facsimile, by hand or by mail in accordance with the
instructions set out in the form of proxy and in the Management Proxy Circular.
Dated at Vancouver, British Columbia, this 28th day of March, 2008.
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BY ORDER OF THE BOARD |
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Beverly A. Bartlett |
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Vice President and Corporate Secretary |
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IVANHOE MINES LTD.
World Trade Centre
654 999 Canada Place
Vancouver, British Columbia, V6C 3E1
MANAGEMENT PROXY CIRCULAR
SOLICITATION OF PROXIES
This Management Proxy Circular is furnished to the holders of common shares (shareholders) of
IVANHOE MINES LTD. (the Corporation) by management of the Corporation in connection with the
solicitation of proxies to be voted at the Annual General Meeting (the Meeting) of the
shareholders to be held at 9:00 AM, local time, on May 9, 2008 in the Presidents Room of the
Terminal City Club located at 837 W. Hastings Street, Vancouver, British Columbia, and at any
adjournment thereof, for the purposes set forth in the Notice of Meeting.
The solicitation of proxies by management will be primarily by mail, but proxies may be solicited
personally or by telephone by directors, officers and regular employees of the Corporation. All
costs of this solicitation will be borne by the Corporation.
The Board of Directors of the Corporation has fixed the close of business on March 24, 2008 as the
record date, being the date for the determination of the registered shareholders entitled to
receive notice of, and to vote at, the Meeting (the Record Date).
Unless otherwise stated, the information contained in this Management Proxy Circular is as of March
27, 2008. All dollar amounts are expressed in Canadian dollars (Cdn.$) or United States dollars
(U.S.$) as indicated.
APPOINTMENT OF PROXYHOLDERS
A shareholder entitled to vote at the Meeting may, by means of a proxy, appoint a proxyholder or
one or more alternate proxyholders, who need not be shareholders, to attend and act at the Meeting
for the shareholder and on the shareholders behalf.
The individuals named in the enclosed form of proxy are directors and/or officers of the
Corporation. A shareholder may appoint, as proxyholder or alternate proxyholder, a person or
persons other than any of the persons designated in the enclosed form of proxy, and may do so
either by inserting the name or names of such persons in the blank space provided in the enclosed
form of proxy or by completing another proper form of proxy.
A shareholder forwarding the enclosed proxy may indicate the manner in which the appointee is to
vote with respect to any specific item by checking the appropriate space. If the shareholder giving
the proxy wishes to confer a discretionary authority with respect to any item of business, then the
space opposite the item is to be left blank. The shares represented by the proxy submitted by a
shareholder will be voted in accordance with the directions, if any, given in the proxy.
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An appointment of a proxyholder or alternate proxyholders will not be valid unless a form of proxy
making the appointment, signed by the shareholder or by an attorney of the shareholder authorized
in writing, (a Proxy) is deposited with CIBC Mellon Trust Company, by facsimile to (416) 368-3976
or 1-866-781-3111, by mail to P.O. Box 1900, Vancouver, British Columbia, V6E 3X1 or P.O. Box 721,
Agincourt, Ontario, M1S 0A1, or by hand to The Oceanic Plaza, 1600 1066 Hastings Street,
Vancouver, British Columbia, V6E 3K9 or 320 Bay Street, Banking Hall Level, Toronto, Ontario, M5H
4A6, and received by CIBC Mellon Trust Company not less than 48 hours (excluding Saturdays, Sundays
and statutory holidays) before the Meeting or the adjournment thereof at which the proxy is to be
used.
REVOCATION OF PROXIES
A shareholder who has given a Proxy may revoke the Proxy
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by depositing an instrument in writing executed by the shareholder or by the
shareholders attorney authorized in writing |
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with CIBC Mellon Trust Company, not less than 48
hours (excluding Saturdays, Sundays and statutory holidays) before the
Meeting or the adjournment thereof at which the Proxy is to be used, |
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at the registered office of the Corporation at any
time up to and including the last business day preceding the day of the
Meeting, or an adjournment thereof, at which the Proxy is to be used, |
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with the chairman of the Meeting on the day of the
Meeting or an adjournment thereof, or |
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in any other manner provided by law. |
A revocation of a Proxy will not affect a matter on which a vote is taken before the revocation.
EXERCISE OF DISCRETION
The persons named in the enclosed form of proxy will vote or withhold from voting the shares in
respect of which they are appointed in accordance with the direction of the shareholders appointing
them. In the absence of such direction in respect of a particular matter, such shares will be
voted in favour of such matter. The enclosed form of proxy confers discretionary authority upon
the persons named therein with respect to amendments or variations to matters identified in the
Notice of Meeting and with respect to other matters which may properly come before the Meeting. As
of the date of this Management Proxy Circular, management of the Corporation knows of no such
amendments, variations or other matters to come before the Meeting. However, if any other matters
which are not now known to management should properly come before the Meeting, the proxy will be
voted on such matters in accordance with the best judgment of the named proxies.
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VOTES NECESSARY TO PASS RESOLUTIONS
The Corporations by-laws provide that the quorum for the transaction of business at the Meeting is
at least one individual present at the commencement of the Meeting holding, or representing by form
of proxy the holder or holders of, common shares carrying, in the aggregate, not less than
thirty-three and one-third percent (33-1/3%) of the votes eligible to be cast at the Meeting.
Under the Yukon Business Corporations Act (the YBCA) a majority of the votes cast by shareholders
at the Meeting is required to pass an ordinary resolution and a majority of two-thirds of the votes
cast at the Meeting is required to pass a special resolution.
Shareholders will also be asked to elect directors and appoint auditors for the ensuing year. If
there are more nominees for election as directors or appointment as the Corporations auditors than
there are vacancies to fill, those nominees receiving the greatest number of votes will be elected
or appointed, as the case may be, until all such vacancies have been filled. If the number of
nominees for election or appointment is equal to the number of vacancies to be filled, all such
nominees will be declared elected or appointed by acclamation.
VOTING BY NON-REGISTERED SHAREHOLDERS
Only registered shareholders of the Corporation or the persons they appoint as their proxies are
permitted to vote at the Meeting. Most shareholders of the Corporation are non-registered
shareholders (Non-Registered Shareholders) because the shares they own are not registered in
their names but are instead registered in the name of the brokerage firm, bank or trust company
through which they purchased the shares. Shares beneficially owned by a Non-Registered Shareholder
are registered either:
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in the name of an intermediary (an Intermediary) that the Non-Registered
Shareholder deals with in respect of the shares of the Corporation (Intermediaries
include, among others, banks, trust companies, securities dealers or brokers and
trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar
plans); or |
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in the name of a clearing agency (such as The Canadian Depository for
Securities Limited) of which the Intermediary is a participant. |
In accordance with applicable securities law requirements, the Corporation will have distributed
copies of the Notice of Meeting, this Management Proxy Circular, the form of proxy and the request
form (collectively, the Meeting Materials) to the clearing agencies and Intermediaries for
distribution to Non-Registered Shareholders.
Intermediaries are required to forward the Meeting Materials to Non-Registered Shareholders unless
a Non-Registered Shareholder has waived the right to receive them. Intermediaries often use service
companies to forward the Meeting Materials to Non-Registered Shareholders. Generally,
Non-Registered Shareholders who have not waived the right to receive Meeting Materials will either
be given:
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a voting instruction form which is not signed by the Intermediary and which,
when properly completed and signed by the Non-Registered Shareholder and returned to
the Intermediary or its service company, will constitute voting instructions (often
called a voting instruction form) |
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which the Intermediary must follow. Typically, the voting instruction form will
consist of a one page pre-printed form. Sometimes, instead of the one page
pre-printed form, the voting instruction form will consist of a regular printed
proxy form accompanied by a page of instructions which contains a removable label
with a bar-code and other information. In order for the form of proxy to validly
constitute a voting instruction form, the Non-Registered Shareholder must remove
the label from the instructions and affix it to the form of proxy, properly
complete and sign the form of proxy and submit it to the Intermediary or its
service company in accordance with the instructions of the Intermediary or its
service company; or |
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a form of proxy which has already been signed by the Intermediary (typically
by a facsimile, stamped signature), which is restricted as to the number of shares
beneficially owned by the Non-Registered Shareholder but which is otherwise not
completed by the Intermediary. Because the Intermediary has already signed the form of
proxy, this form of proxy is not required to be signed by the Non-Registered
Shareholder when submitting the proxy. In this case, the Non-Registered Shareholder
who wishes to submit a proxy should properly complete the form of proxy and deposit it
with the Corporation, c/o CIBC Mellon Trust Company, The Oceanic Plaza, 1600 1066
Hastings Street, Vancouver, British Columbia, V6E 3K9 or 320 Bay Street, Banking Hall
Level, Toronto, Ontario, M5H 4A6. |
In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct
the voting of the shares of the Corporation they beneficially own. Should a Non-Registered
Shareholder who receives one of the above forms wish to vote at the Meeting in person (or have
another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered
Shareholder should strike out the persons named in the form of proxy and insert the Non-Registered
Shareholder or such other persons name in the blank space provided. In either case, Non-Registered
Shareholders should carefully follow the instructions of their Intermediary, including those
regarding when and where the proxy or voting instruction form is to be delivered.
A Non-Registered Shareholder may revoke a form of proxy or voting instruction form given to an
Intermediary by contacting the Intermediary through which the Non-Registered Shareholders common
shares of the Corporation are held and following the instructions of the intermediary respecting
the revocation of proxies. In order to ensure that an Intermediary acts upon a revocation of a
proxy form or voting instruction form, the written notice should be received by the Intermediary
well in advance of the Meeting.
VOTING SHARES AND PRINCIPAL HOLDERS
The Corporations authorized capital consists of an unlimited number of Common Shares without par
value and an unlimited number of Preferred Shares without par value.
As of March 27, 2008, the Corporation had issued 375,118,741 fully paid and non-assessable Common
Shares without par value, each carrying the right to one vote. As of such date, no Preferred
Shares were issued or outstanding.
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A holder of record of one or more Common Shares on the securities register of the Corporation on
the Record Date who either attends the Meeting personally or deposits a Proxy in the manner and
subject to the provisions described above will be entitled to vote or to have such share or shares
voted at the Meeting, except to the extent that
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the shareholder has transferred the ownership of any such share after the
Record Date, and |
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the transferee produces a properly endorsed share certificate for, or
otherwise establishes ownership of, any of the transferred shares and makes a demand
to CIBC Mellon Trust Company no later than 10 days before the Meeting that the
transferees name be included in the list of shareholders in respect thereof. |
To the knowledge of the directors and senior officers of the Corporation, the only persons who
beneficially own, directly or indirectly, or exercise control or direction over shares carrying
more than 10% of the voting rights attached to the outstanding Common Shares of the Corporation,
the approximate number of Common Shares so owned, controlled or directed and the percentage of
voting shares of the Corporation represented by such shares and the share ownership by the current
directors and senior officers of the Corporation as a group are:
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Number of Shares Owned, |
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Percentage of Shares |
Name and Address |
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Controlled or Directed |
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Outstanding |
Robert M. Friedland
Singapore |
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100,942,326 |
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26.91 |
% |
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Directors and Officers as a group(2) |
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101,601,885 |
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27.08 |
% |
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Common Shares are held directly (as to 19,810,801 shares) and indirectly through Newstar
Securities SRL (as to 30,808,992 shares), a company beneficially owned and controlled by Mr.
Friedland, and Goldamere Holdings SRL (as to 50,322,533 shares), a company beneficially owned
and controlled as to 91.91% by Mr. Friedland. Common Shares held directly and indirectly by
Mr. Friedland do not include 2,000,000 unissued Common Shares issuable upon the exercise of
incentive stock options. |
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Common Shares held by the directors and senior officers as a group do not include 10,377,500
unissued Common Shares issuable upon the exercise of incentive stock options. |
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Includes 100,942,326 Common Shares held directly and indirectly by Robert M. Friedland. |
In addition to the foregoing:
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Rio Tinto International Holdings Ltd., of London, England (Rio Tinto) owns 37,089,883
shares (being 9.89% of the issued and outstanding Common Shares). Pursuant to an agreement
dated October 18, 2006 (the 2006 Rio Tinto Agreement), Rio Tinto is obligated to subscribe
for an additional 46,304,473 shares upon the completion of certain conditions precedent,
including the completion of an investment contract with the Government of Mongolia in
connection with the Corporations Oyu Tolgoi project (the Investment Contract). If such
investment is completed, Rio Tinto would hold approximately 19.788% of the Corporations
issued and outstanding Common Shares. Rio Tinto also holds warrants to purchase up to
92,053,044 shares at prices between U.S.$8.38 and U.S.$9.02 per share until two years after
the earlier of completion of the Investment Contract and October 27, 2009. |
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On October 24, 2007 Rio Tinto entered into an interim funding arrangement with the
Corporation in respect of the Corporations Oyu Tolgoi copper and gold mining project in
Mongolia pursuant to which it provided the Corporation with a convertible credit facility
convertible into up to an additional 45,800,000 Common Shares at U.S.$10.00 per share, and
was granted warrants to purchase up to an additional 35,000,000 Common Shares at U.S.$10.00
per share until October 24, 2012. |
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If, in addition to completing the second tranche investment, pursuant to the 2006 Rio Tinto
Agreement, the loan facility is fully converted and the warrants are fully exercised, Rio
Tinto would hold approximately 43.1% of the Corporations issued and outstanding Common
Shares. |
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Pursuant to the 2006 Rio Tinto Agreement, Rio Tinto is entitled to nominate a person or
persons for appointment or election to the Board from time to time in proportion to the
percentage of the Corporations issued and outstanding shares it holds. Mr. Bret Clayton,
an executive officer of Rio Tinto, has been nominated as one of managements nominees for
election as a Director of the Corporation at the Meeting. See Election of Directors -
Management Nominees. |
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Concurrent with the 2006 Rio Tinto Agreement, Rio Tinto and Mr. Friedland entered into a
shareholders agreement, whereby Mr. Friedland has agreed to vote or cause to be voted any
Common Shares he controls, directly or indirectly, in favour of any transaction
contemplated by the 2006 Rio Tinto Agreement. |
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Tradewinds Global Investors LLC (Tradewinds), of Los Angeles, California, owns 27,135,843
(7.23%) of the issued and outstanding Common Shares. Tradewinds is an advisory and investment
management subsidiary of Nuveen Investments Inc. (NYSE: JNC) (Nuveen) focused on
international and global equity investing. Nuveen is a provider of investment advisory
services and a distributor of open-end, closed-end and managed account products to affluent,
high-net-worth and institutional investors. |
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The Caisse de dépôt et placement du Québec (Caisse de dépôt), of Montreal, Québec, owns
24,845,207 (6.62%) of the issued and outstanding Common Shares. Caisse de dépôt is a global
fund manager managing funds deposited primarily by public and private pension funds and
insurance plans in the Province of Québec, Canada. |
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Fidelity Management & Research Company (Fidelity), a wholly-owned subsidiary of FMR LLC
(FMR), of Boston, Massachusetts, owns 23,500,800 (6.26%) of the issued and outstanding
Common Shares. Fidelity is an investment adviser to various U.S. investment companies and is
the beneficial owner of 23,500,800 Common Shares of the Corporation. Fidelity International
Limited, of Hamilton, Bermuda, beneficially owns an additional 406,000 Common Shares, and
other wholly-owned subsidiaries of FMR beneficially own an additional 23,300 Common Shares, of
the Corporation. |
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Information relating to Tradewinds, the Caisse de depot and FMR and its subsidiaries are
not within the knowledge of management of the Corporation and have been derived from
filings with the U.S. Securities and Exchange Commission, and represents the number of
Common Shares held by Tradewinds |
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as of February 14, 2008, by the Caisse de depot as of January 21, 2008, and by FMR as of
February 13, 2008. |
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No person who has been a director or officer of the Corporation at any time since the beginning of
its last completed financial year, any proposed nominee for director of the Corporation or any
associate or affiliate of the foregoing has any material interest, direct or indirect, in any
matter to be acted upon at the Meeting, except as disclosed in this Information Circular.
ELECTION OF DIRECTORS
Term of Office
The Corporations articles provide that the number of directors of the Corporation will be a
minimum of three and a maximum of 12. The term of office of each of the current directors will end
at the conclusion of the Meeting. Unless a directors office is earlier vacated in accordance with
the provisions of the YBCA, each director elected will hold office until the conclusion of the next
annual meeting of the Corporation or, if no director is then elected, until a successor is elected.
Management Nominees
The following table sets out the names of managements nominees for election as directors, their
ages, all major offices and positions with the Corporation and any of its significant affiliates
each now holds, each nominees principal occupation, business or employment, the period of time
during which each has been a director of the Corporation, the number of Common Shares of the
Corporation beneficially owned by each, directly or indirectly, or over which each exercised
control or direction, as at March 27, 2008, and the number of options to purchase Common Shares of
the Corporation held by each as at March 27, 2008.
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Robert M. Friedland
Singapore
Age: 57
Executive Chairman
Director Since: 1994
Director Status:
Non-Independent
(Management)
Areas of Experience:
CEO/Board
Finance
Mining Industry
Public Capital Markets
Managing/Leading Growth
Mr. Friedland is the founder and Executive Chairman of the
Corporation. He has been a member of the Corporations
Executive Committee since its formation in March, 2005.
He is Chairman and President of Ivanhoe Capital Corporation, a company based in Singapore and Beijing that specializes in venture capital and project financing for international business enterprises, predominantly in the resource sector. He also is a co-founder and Deputy Chairman, Capital Markets, for Ivanhoe Energy Inc., which is developing advanced, proprietary technology that converts heavy oil into lighter crude oil. Ivanhoe Energy has announced that effective May 29, 2008, Mr. Friedland is expected to be appointed as its Executive Chairman and Chief Executive Officer as part of a planned reorganization of its Board and management.
Mr. Friedland was named 2006 Mining Person of the Year by the Northern Miner publishing group of Canada for his success in negotiating a strategic partnership between the Corporation and Rio Tinto
to develop the Corporations
Oyu Tolgoi copper-gold project in Mongolia. Following his earlier
role in the discovery and sale of the Voiseys Bay nickel-copper-cobalt deposit in Eastern Canada, he was named Developer of the Year in 1996 by the Prospectors and Developers Association of Canada for his work in establishing and financing companies engaged in mineral exploration and development around the world.
Mr. Friedland graduated from Reed College, Oregon, in 1974 with an undergraduate degree in political science.
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Principal Occupation, Business or Employment(1) |
Chairman of the Corporation (March 1994 present); Chief Executive Officer of the Corporation (March 1994 2006);
Chairman and President, Ivanhoe Capital Corporation (1998 to Present).
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Board/Committee
Membership: |
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2007 Attendance: |
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Other Public Company Board Membership: |
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Company: |
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Since: |
Board of Directors
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4 of 5
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80% |
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Ivanhoe Energy Inc. (TSX; NASDAQ)
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1995
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Common Shares Beneficially Owned, Controlled or Directed(1) (2): |
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Year |
Common Shares |
Total Market Value of
Common Shares(7) |
2008 |
100,942,326 |
$1,114,403,327 |
2007 |
100,942,326 |
$1,352,627,168 |
Options Held: |
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Date Granted |
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Expiry Date |
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Number |
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Vested/ |
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Exercise |
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Total |
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Value of |
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Granted |
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Unvested |
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Price(8) |
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Unexercised |
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Unexercised Options(9) |
Mar. 27, 2006 |
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Mar. 27, 2013 |
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2,000,000 |
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1,200,000/ 800,000(11) |
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$9.73 |
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2,000,000 |
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$2,620,000 |
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Value of Equity at Risk: |
Year |
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Common Shares(7) |
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Unexercised Options(9) |
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Total |
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2008 |
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$ 1,114,403,327 |
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$ 2,620,000 |
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$ 1,117,023,327 |
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2007 |
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$ 1,352,627,168 |
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$ 7,340,000 |
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$ 1,395,967,168 |
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Peter Meredith
North Vancouver,
British Columbia, Canada
Age: 64
Deputy Chairman
Director Since: 2005
Director Status:
Non-Independent
(Management)
Areas of Experience:
CEO/Board
Finance
Mining Industry
Financially Literate
Public Capital Markets
Peter Meredith became the Corporations Deputy Chairman in May, 2006 and oversees the Corporations
business development and corporate relations. Mr. Meredith was the Corporations CFO from May,
2004 to May, 2006 and from June, 1999 to November, 2001. He has been the CEO of SouthGobi Energy
Resources Ltd. since June, 2007.
Prior to joining the Corporation, Mr. Meredith spent 31 years with Deloitte & Touche LLP, chartered
accountants, and retired as a partner in 1996.
Mr. Meredith is a Chartered Accountant, a Certified Management Accountant and a member of the
Canadian Institute of Chartered Accountants.
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Principal Occupation, Business or Employment(1) |
Deputy Chairman (May 2006 present); Chief Financial Officer of the Corporation (June 1999
November 2001; May 2004 May 2006); Chief Financial Officer, Ivanhoe Capital Corporation (1996
present); Chief Executive Officer, SouthGobi Energy Resources Ltd. (June 2007 present); Senior
Partner, Deloitte & Touche, chartered accountants (1966 1996).
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|
|
Board/Committee
Membership: |
|
2007 Attendance: |
|
|
Other Public Company Board Membership: |
|
|
|
Company: |
|
Since: |
Board of Directors
Currency Advisory Committee
|
|
4 of 5
2 of 2 |
|
80%
100% |
|
|
Ivanhoe Energy Inc. (TSX; NASDAQ)
Jinshan Gold Mines Inc. (TSX)
SouthGobi Energy Resources Ltd. (TSX-V)
Entrée Gold Inc. (TSX; AMEX) (Audit Committee Chair;
Compensation Committee)
Great Canadian Gaming Corporation (TSX)
(Compensation Committee
Chair; Audit & Risk
Committee)
|
|
|
Common Shares Beneficially Owned, Controlled or Directed(1) (2): |
|
|
|
|
|
|
|
|
|
Year |
Common Shares |
Total Market Value of
Common Shares(7) |
2008 |
58,886(17) |
$650,101 |
2007 |
68,195 |
$913,813 |
Options Held: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Date Granted |
|
Expiry Date |
|
Number |
|
Vested/ |
|
Exercise |
|
Total |
|
Value of |
|
|
|
Granted |
|
Unvested |
|
Price(8) |
|
Unexercised |
|
Unexercised Options(9) |
Nov. 7, 2007 |
|
Nov. 7, 2014 |
|
1,000,000 |
|
Nil/1,000,000(10) |
|
$13.19 |
|
1,000,000 |
|
NIL |
Mar. 27, 2006 |
|
Mar. 27, 2013 |
|
400,000 |
|
240,000/160,000(12) |
|
$9.73 |
|
400,000 |
|
$524,000 |
May 14, 2004 |
|
May 14, 2009 |
|
200,000 |
|
160,000/40,000(13) |
|
$8.20 |
|
200,000 |
|
$568,000 |
Feb. 4, 2004 |
|
Feb. 4, 2009 |
|
50,000 |
|
50,000/Nil |
|
$7.69 |
|
50,000 |
|
$167,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of Equity at Risk:
|
Year |
|
|
Common Shares(7) |
|
|
Unexercised Options(9) |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
|
$650,101 |
|
|
|
|
$1,259,500 |
|
|
|
$1,909,601 |
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
$913,813 |
|
|
|
|
$3,003,500 |
|
|
|
$3,917,313 |
- 11 -
John Macken
Somersville,
Massachusetts, U.S.A.
Age: 56
President and Chief
Executive Officer
Director Since: 2004
Director Status:
Non-Independent
(Management)
Areas of Experience:
CEO/Board
Exploration
Engineering
Mining Industry
Project Development and
Management
Managing/Leading Growth
John Macken joined the Corporation in November, 2003 and is its President and Chief Executive Officer. He has been a member of the Corporations Executive Committee since its formation in March, 2005. Prior to joining the Corporation, Mr. Macken had spent 19 years with Freeport McMoran Copper and Gold, most recently as Freeports Senior Vice-President of Strategic Planning and Development. Mr. Macken has been the Chairman of SouthGobi Energy Resources Ltd. since June, 2007.
Mr. Macken spent a total of 13 years with Freeports operating unit, P.T. Freeport Indonesia.
He culminated his tour of duty as the General Manager and Executive Director of the Grasberg
open pit and underground mining complex in Papua, the worlds largest single copper and gold mine,
and from 1996 to 2000 he held the position of Senior Vice-President, Strategic Planning and
Development at Freeports corporate office. Between 1996 and 1998, Mr. Macken headed and
completed ahead of schedule and under budget an expansion valued at almost U.S.$1 billion at
the Grasberg mining complex.
Mr. Macken graduated from Trinity College in Dublin in 1976 with a BA and BAI (Hon) in engineering.
|
|
|
|
|
|
|
|
|
|
|
Principal Occupation, Business or Employment(1) |
Chief Executive Officer of the Corporation (May, 2006 present); President of the Corporation (January 2004 present); Independent Consultant (2000 January, 2004); Senior Vice President of Freeport McMoran Copper & Gold (1996 2000)
|
|
|
|
|
|
|
|
|
|
|
|
Board/Committee
Membership: |
|
2007 Attendance: |
|
|
Other Public Company Board Membership: |
|
|
|
Company: |
|
Since: |
Board of Directors
|
|
5 of 5
|
|
100%
|
|
|
SouthGobi Energy Resources Ltd. (TSX-V)
|
|
2007
|
Common Shares Beneficially Owned, Controlled or Directed(1) (2): |
|
|
|
|
|
|
|
|
|
Year |
Common Shares |
Total Market Value of
Common Shares(7) |
2008 |
36,027(17) |
$397,738 |
2007 |
6,214 |
$83,268 |
Options Held: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Date Granted |
|
Expiry Date |
|
Number |
|
Vested/ |
|
Exercise |
|
Total |
|
Value of |
|
|
|
Granted |
|
Unvested |
|
Price(8) |
|
Unexercised |
|
Unexercised Options(9) |
Mar. 27, 2006 |
|
Mar. 27, 2013 |
|
2,000,000 |
|
1,200,000/ 800,000(11) |
|
$9.73 |
|
2,000,000 |
|
$2,620,000 |
Mar. 30, 2004 |
|
Mar. 30, 2014 |
|
1,000,000 |
|
1,000,000/Nil |
|
$7.78 |
|
1,000,000 |
|
$3,260,000 |
Nov. 1, 2003 |
|
Nov. 1, 2013 |
|
1,000,000 |
|
1,000,000/Nil |
|
$12.70 |
|
1,000,000 |
|
Nil |
|
|
|
|
|
|
|
|
|
|
|
|
Value of Equity at Risk: |
|
|
Year |
|
|
Common Shares(7) |
|
|
Unexercised Options(9) |
|
|
Total |
|
|
2008
|
|
|
$397,738
|
|
|
$5,880,000
|
|
|
$6,277,738 |
|
|
2007
|
|
|
$83,268
|
|
|
$13,660,000
|
|
|
$13,743,268 |
|
- 12 -
David Huberman
Vancouver, British Columbia
Canada
Age: 73
Lead Director
Director Since: 2003
Director Status:
Independent
Areas of Experience:
Board
Legal
Finance
Governance
Compensation
Mining Industry
David Huberman is the President of Coda Consulting Corp., a law and business consulting firm. He practiced business law from 1972 until 1996 as a senior partner of a Canadian business law firm, specializing in corporate, commercial, banking, securities, regulatory and mining law. From 1997 to 1999, he served as Executive Vice President and General Counsel of Lions Gate Entertainment Corp.
Mr. Huberman received his B.A. and LL.B. from the University of British Columbia and his LL.M. from Harvard Law School. He was called to the British Columbia bar in 1960 and was a full time member of the Faculty of Law at the University of British Columbia from 1960 to 1972, focusing on corporate, securities and administrative law.
Mr. Huberman was appointed to the Corporations Board of Directors as
Lead Independent Director in September, 2003 and as Chairman of the
Corporate Governance & Nominating Committee and the Compensation
& Benefits Committee in November, 2003. He has been a member of the Corporations Executive Committee since its formation in March, 2005. Mr. Huberman is a member of the Institute of Corporate Directors.
|
|
|
|
|
|
|
|
|
|
|
Principal Occupation, Business or Employment(1) |
President, Coda Consulting Corp. (1993 present)
|
|
|
|
|
|
|
|
|
|
|
|
Board/Committee
Membership: |
|
2007 Attendance: |
|
|
Other Public Company Board Membership: |
|
|
|
Company: |
|
Since: |
Board of Directors - Lead Director
Corporate Governance & Nominating Committee - Chairman
Compensation & Benefits Committee - Chairman
Non-Management Directors
|
|
5 of 5
4 of 4
4 of 4
7 of 7 |
|
100%
100%
100%
100% |
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
Common Shares Beneficially Owned, Controlled or Directed(1) (2): |
|
Year
|
|
|
Common Shares
|
|
|
Total Market Value of Common Shares
(7)
|
|
|
Minimum Share Ownership Required
(6)
|
|
|
2008
|
|
|
20,000
|
|
|
$220,800
|
|
|
20,000 |
|
|
2007
|
|
|
20,000
|
|
|
$268,000
|
|
|
(meets requirement) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Held: |
|
|
Expiry Date |
|
Number |
|
Vested/ |
|
Exercise |
|
Total |
|
Value of Unexercised |
Date Granted |
|
|
Granted |
|
Unvested |
|
Price(8) |
|
Unexercised |
|
Options(9) |
May 11, 2007 |
|
May 11, 2012 |
|
25,000 |
|
Nil/25,000
(14) |
|
$13.35 |
|
25,000 |
|
Nil |
|
|
|
|
|
|
|
|
|
|
|
|
|
May 12, 2006 |
|
May 12, 2011 |
|
25,000 |
|
25,000/Nil |
|
$10.56 |
|
25,000 |
|
$12,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
May 10, 2005 |
|
May 12, 2010 |
|
25,000 |
|
25,000/Nil |
|
$9.37 |
|
25,000 |
|
$41,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Sept. 3, 2004 |
|
Sept. 3, 2009 |
|
25,000 |
|
25,000/Nil |
|
$7.00 |
|
25,000 |
|
$101,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Sept. 16, 2003 |
|
Sept. 16, 2008 |
|
210,000 |
|
210,000/Nil |
|
$6.75 |
|
210,000 |
|
$107,250 |
|
|
|
|
|
|
|
|
|
|
|
|
Value of Equity at Risk: |
|
Year |
|
|
Common Shares(7)
|
|
|
Unexercised Options(9)
|
|
|
Total |
|
|
2008
|
|
|
$220,800
|
|
|
$262,000
|
|
|
$482,800 |
|
|
2007
|
|
|
$268,000
|
|
|
$499,250
|
|
|
$767,250 |
|
|
- 13 -
David Korbin
West Vancouver, British Columbia, Canada
Age: 66
Director Since: 2006
Director Status:
Independent
Areas of Experience:
Board
Financial
Governance
Compensation
Financially Literate
David Korbin, a management and financial consultant, was appointed to the Corporations Board of
Directors in May, 2006. He was a director of E-Comm Emergency Communications for Southwest British
Columbia Incorporated, and acted as Chairman of E-Comms board of directors from 2003 to 2006 and
as Chair of their audit committee from 2001 to 2004. From 1992 to 2000, he was a director of the
Vancouver General Hospital (Audit Committee Chair: 1993-1994) and the Vancouver Hospital and Health
Sciences Centre (Chair: 1995-1998).
Mr. Korbin qualified as a Chartered Accountant in 1966, and prior to 1987 served as managing
partner of a number of smaller accounting firms. From 1988 to 1992 he was a managing partner of
the Vancouver office of Deloitte & Touche LLP.
Mr. Friedland graduated from Reed College, Oregon, in 1974 with an undergraduate degree in political science.
Mr. Korbin is a member of the Institute of Corporate Directors.
|
|
|
|
|
|
|
|
|
|
|
Principal Occupation, Business or Employment(1) |
Independent Financial Consultant
|
|
|
|
|
|
|
|
|
|
|
|
Board/Committee
Membership: |
|
2007 Attendance: |
|
|
Other Public Company Board Membership: |
|
|
|
Company: |
|
Since: |
Board of Directors
Audit Committee Chairman since
May 11, 2007
Corporate Governance
& Nominating Committee
Compensation & Benefits Committee
Non-Management Directors
|
|
5 of 5
4 of 4
3 of 4
4 of 4
6 of 7 |
|
100%
100%
75%
100%
86% |
|
|
Seaspan Corporation (NYSE)
(Chair of Audit Committee since 2005)
|
|
2005
|
Common Shares Beneficially Owned, Controlled or Directed(1) (2): |
|
|
|
|
|
|
|
|
|
Year |
Common Shares |
Total Market Value of
Common Shares(7) |
Minimum Share Ownership Required
(by May 12, 2009)(6) |
2008 |
5,000 |
$55,200 |
20,000 |
2007 |
5,000 |
$67,000 |
|
Options Held: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Date Granted |
|
Expiry Date |
|
Number |
|
Vested/ |
|
Exercise |
|
Total |
|
Value of |
|
|
|
Granted |
|
Unvested |
|
Price(8) |
|
Unexercised |
|
Unexercised Options(9) |
May 11, 2007 |
|
May 11, 2012 |
|
25,000 |
|
Nil/25,000(14) |
|
$13.35 |
|
25,000 |
|
Nil |
|
May 12, 2006 |
|
May 12, 2011 |
|
25,000 |
|
25,000/Nil |
|
$10.56 |
|
25,000 |
|
$12,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Value of Equity at Risk: |
|
|
Year
|
|
|
Common Shares(7)
|
|
|
Unexercised Options(9)
|
|
|
Total |
|
|
2008
|
|
|
$55,200
|
|
|
$12,000
|
|
|
$67,200 |
|
|
2007
|
|
|
$67,000
|
|
|
$72,250
|
|
|
$139,250 |
|
- 14 -
R. Edward Flood
London, England
United Kingdom
Age: 62
Director Since: 1995
Director
Status:
Non-Independent(3)
Ed Flood is the Managing Director, Investment Banking, for Haywood Securities (UK) Ltd., a subsidiary of one of Canadas
leading independent investment dealers. He is also Chairman of Western Uranium Corporation, a mineral exploration company
with a focus on uranium. He served as Deputy Chairman of the Corporation until February, 2007, assisting in developing the
Corporations growth and its establishment as a significant presence in Asias mineral exploration and mining sectors. Mr.
Flood was the Corporations founding President.
Prior to joining the Corporation, from 1993 to 1995, Mr. Flood was a
principal at Robertson Stephens & Co., a U.S. investment
bank and a member of Robertson Stephens investment team. From 1983 to 1993, he served as Manager, Project Evaluation for
NERCO Minerals Company. He also held the position of senior mining analyst with Haywood Securities Inc. from 1999 to 2001.
Mr. Flood holds a Masters of Science (Geology) degree from the University of Montana and a BSc (Geology) degree from the
University of Nevada. He is a member of the Institute of Corporate Directors.
|
|
|
|
|
|
|
|
|
|
|
Principal Occupation, Business or Employment(1) |
Managing Director, Investment Banking, Haywood Securities (UK) Ltd. (March 2007 present); Chairman of Western Uranium
Corporation (March 2007 present); Deputy Chairman of the Corporation (May 1999 February 2007); Senior Mining
Analyst, Haywood Securities Inc. (May 1999 November 2001), President of the Corporation (1995 1999) |
|
|
|
|
|
|
|
|
|
|
|
Board/Committee
Membership: |
|
2007 Attendance: |
|
|
Other Public Company Board Membership: |
|
|
|
Company: |
|
Since: |
Board of
Directors
Non-Management Directors (since Feb. 15, 2007)
|
|
3
of 5
2 of 4 |
|
60%
50% |
|
|
Western Uranium Corporation (TSX-V) Chairman
Alexco Resource Corp. (TSX; AMEX)
Diamond Fields Resources International Ltd. (TSX)
Columbia Goldfields Limited (TSX; OTCBB)
SouthGobi Energy Resources Ltd. (TSX-V)
Jinshan Gold Mines Inc. (TSX)
|
|
2007
2007
2007
2007
2003
2002
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Shares Beneficially Owned, Controlled or Directed(1)
(2): |
|
Year |
|
|
Common Shares |
|
|
Total Market Value of Common Shares(7) |
|
|
Minimum Share Ownership Required(6)
|
|
|
2008
|
|
|
82,534
|
|
|
$911,175
|
|
|
20,000 |
|
|
2007
|
|
|
313,585
|
|
|
$4,202,039
|
|
|
(meets requirement) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Held: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expiry Date |
|
Number |
|
Vested/ |
|
Exercise |
|
Total |
|
Value of |
Date Granted |
|
|
Granted |
|
Unvested |
|
Price(8) |
|
Unexercised |
|
Unexercised Options(9) |
May 11, 2007 |
|
May 11, 2012 |
|
25,000 |
|
Nil/ 25,000(14) |
|
$13.35 |
|
25,000 |
|
Nil |
|
|
|
|
|
|
|
|
|
|
|
|
|
Mar. 27, 2006 |
|
Mar. 17, 2013 |
|
165,000(15) |
|
45,000/ 120,000(16) |
|
$9.73 |
|
165,000 |
|
$216,150 |
|
|
|
|
|
|
|
|
|
|
|
|
Value of Equity at Risk: |
|
Year |
|
|
Common Shares(7)
|
|
|
Unexercised Options(9)
|
|
|
Total |
|
|
2008
|
|
|
$911,175
|
|
|
$216,150
|
|
|
$1,127,325 |
|
|
2007
|
|
|
$4,202,039
|
|
|
$606,800
|
|
|
$4,808,839 |
|
|
|
|
|
|
|
|
|
|
|
|
|
- 15 -
Kjeld Thygesen
London, England
United Kingdom
Age: 60
Director Since: 2001
Director Status:
Independent
Areas of Experience:
Finance
Banking
Governance
Compensation
Mining Industry
Financially Literate
Public Capital Markets
Kjeld Thygesen is the Managing Director of Lion Resource Management.
Kjeld Thygesen has over 30 years experience as an analyst and fund manager in the resource sector. A graduate of the University of Natal in South Africa, he joined African Selection Trust, a subsidiary of Selection Trust Limited, in 1970, researching and managing a portfolio of South African mining companies.
In 1972, Mr. Thygesen joined James Capel & Co. in London, England and served as a member of their gold and mining research team. In 1979, he joined N.M. Rothschild & Sons Limited as manager of its Commodities and Natural Resources Department with overall responsibility for strategy and management of commodity trusts and precious metal funds. Mr. Thygesen became an executive director of N.M. Rothschild Asset Management Limited in 1984 and N.M. Rothschild International
Asset Management Limited in 1987. Mr. Thygesen left the N.M. Rothschild Group in 1989 to co-found Lion Resource Management Limited, an FSA regulated and SEC registered specialist investment manager in the mining and natural resources sector.
Mr. Thygesen is a member of the Institute of Corporate Directors.
|
|
|
|
|
|
|
|
|
|
|
Principal Occupation, Business or Employment(1) |
Managing Director of Lion Resource Management (May 1989 present) |
|
|
|
|
|
|
|
|
|
|
|
Board/Committee
Membership: |
|
2007 Attendance: |
|
|
Other Public Company Board Membership: |
|
|
|
Company: |
|
Since: |
Board of Directors
Audit Committee
Corporate Governance & Nominating Committee
Compensation & Benefits Committee
Non-Management Directors
|
|
5 of 5
4 of 4
4 of 4
4 of 4
3 of 7 |
|
100%
100%
100%
100%
43% |
|
|
Superior Mining Corporation (TSX-V)
|
|
2005
|
Common Shares Beneficially Owned, Controlled or Directed(1) (2): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year |
|
|
Common Shares |
|
|
Total Market Value of Common Shares(7) |
|
|
Minimum Share Ownership Required(6) |
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
|
150,000 |
|
|
|
$ |
1,656,000 |
|
|
|
20,000 |
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
150,000 |
|
|
|
$ |
2,010,000 |
|
|
|
(meets requirement) |
Options Held: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of |
|
|
|
|
|
|
|
|
|
|
Number |
|
|
Vested/ |
|
|
Exercise |
|
|
Total |
|
|
Unexercised |
|
|
Date Granted |
|
|
Expiry Date |
|
|
Granted |
|
|
Unvested |
|
|
Price(8) |
|
|
Unexercised |
|
|
Options(9) |
|
|
May 11, 2007 |
|
|
May 11, 2012 |
|
|
|
25,000 |
|
|
|
Nil/ 25,000(14) |
|
|
$ |
13.35 |
|
|
|
|
25,000 |
|
|
|
Nil |
|
|
May 12, 2006 |
|
|
May 12, 2011 |
|
|
|
25,000 |
|
|
|
25,000/Nil |
|
|
$ |
10.56 |
|
|
|
|
25,000 |
|
|
|
$ |
12,000 |
|
|
|
May 10, 2005 |
|
|
May 10, 2010 |
|
|
|
25,000 |
|
|
|
25,000/Nil |
|
|
$ |
9.37 |
|
|
|
|
25,000 |
|
|
|
$ |
41,750 |
|
|
|
Sept. 3, 2004 |
|
|
Sept. 3, 2009 |
|
|
|
25,000 |
|
|
|
25,000/Nil |
|
|
$ |
7.00 |
|
|
|
|
25,000 |
|
|
|
$ |
107,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of Equity at Risk: |
Year |
|
|
Common Shares(7) |
|
|
Unexercised Options(9) |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
$ |
1,656,000 |
|
|
|
$ |
161,000 |
|
|
|
$ |
1,817,000 |
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
$ |
2,010,000 |
|
|
|
$ |
333,000 |
|
|
|
$ |
2,343,000 |
|
- 16 -
The Hon. Robert Hanson
London, England
United Kingdom
Age: 47
Director Since: 2001
Director Status:
Independent
Areas of Experience:
Board
Finance
Governance
Compensation
Public Capital Markets
Robert Hanson is the Chairman of Hanson Westhouse Limited, Hanson Capital Investments Limited and Hanson
Transport Group Limited, and he is also Managing Partner of Millennium Hanson Internet Partners. He was
formerly an Associate Director of N.M. Rothschild & Sons from 1983 to 1990, serving in Hong Kong, Chile and
Spain. From 1990 to 1997, he served on the board of directors of Hanson plc and was responsible for
strategy and mergers and acquisition transactions.
He was
educated at Eton and received his MA in English Language &
Literature from St Peters College, Oxford.
Robert Hanson is a member of the Institute of Corporate Directors.
|
|
|
|
|
|
|
|
|
|
|
Principal Occupation, Business or Employment(1) |
Chairman, Hanson Capital Investments Limited (February 1998 present), Hanson
Transport Group Limited (May 1990 present), and Hanson Westhouse Limited
(city of London merchant bank) (2006 present)
|
|
|
|
|
|
|
|
|
|
|
|
Board/Committee
Membership: |
|
2007 Attendance: |
|
|
Other Public Company Board Membership: |
|
|
|
Company: |
|
Since: |
Board of Directors
Corporate Governance &
Nominating Committee
Compensation & Benefits Committee
Non-Management Directors
|
|
5 of 5
3 of 4
3 of 4
2 of 7 |
|
100%
75%
75%
29% |
|
|
SouthGobi Energy Resources Ltd. (TSX-V)
|
|
2007
|
Common Shares Beneficially Owned, Controlled or Directed(1) (2): |
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
Common Shares |
|
|
Total Market Value of Common Shares(7)
|
|
|
Minimum Share Ownership Required(6) |
|
|
2008 |
|
|
100,000 |
|
|
$1,104,000 |
|
|
20,000 (meets requirement) |
|
|
2007
|
|
|
85,000 |
|
|
$1,139,000 |
|
|
|
Options Held: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Date Granted |
|
Expiry Date |
|
Number |
|
Vested/ |
|
Exercise |
|
Total |
|
Value of |
|
|
|
Granted |
|
Unvested |
|
Price(8) |
|
Unexercised |
|
Unexercised Options(9) |
May 11, 2007 |
|
May 11, 2012 |
|
25,000 |
|
Nil/ 25,000(14) |
|
$13.35 |
|
25,000 |
|
Nil |
May 12, 2006 |
|
May 12, 2011 |
|
25,000 |
|
25,000/Nil |
|
$10.56 |
|
25,000 |
|
$12,000 |
Value of Equity at Risk: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
Common Shares(7)
|
|
|
Unexercised Options(9)
|
|
|
Total |
|
|
2008
|
|
|
$1,104,000 |
|
|
$12,000
|
|
|
$1,116,000 |
|
|
2007
|
|
|
$1,139,000
|
|
|
$72,220
|
|
|
$1,211,220 |
|
|
- 17 -
Dr. Markus Faber
Hong Kong
Age: 62
Director Since: 2002
Director Status:
Independent
Areas of Experience:
Finance
Commodities
Financially Literate
Emerging Markets
Public Capital Markets
International Currencies
Markus Faber is the Managing Director of Marc Faber Ltd., an investment advisory and fund management firm. In addition, Dr. Faber acts as an director and advisor to a number of private investment funds, and publishes a widely
read monthly investment newsletter entitled The Gloom, Boom & Doom Report and is the author of several books including Tomorrows Gold Asias Age of Discovery. He is a regular contributor to several leading financial
publications around the world, including Forbes and Barrons. He has over 35 years experience in the finance industry, including acting as manager of an investment bank in the U.S. in which he routinely performed financial
analysis on a range of different companies.
Dr. Faber received his PhD in Economics magna cum laude from the University of Zurich. He is a member of the Institute of Corporate Directors.
|
|
|
|
|
|
|
|
|
|
|
Principal Occupation, Business or Employment(1) |
Managing Director, Marc Faber Ltd. (June 1990 present)
|
|
|
|
|
|
|
|
|
|
|
|
Board/Committee
Membership: |
|
2007 Attendance: |
|
|
Other Public Company Board Membership: |
|
|
|
Company: |
|
Since: |
Board of Directors
Audit Committee
|
|
5 of 5
4 of 4 |
|
100%
100% |
|
|
N/A
|
|
N/A
|
Corporate
Governance & Nominating Committee
|
|
3 of 4 |
|
75% |
|
|
|
|
|
Currency Advisory Committee
Non-Management Directors
|
|
2 of 2
7 of 7 |
|
100%
100% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Shares Beneficially Owned, Controlled or Directed(1) (2): |
|
|
|
|
|
|
|
|
|
Total Market Value of |
|
|
|
|
|
|
|
Year |
|
|
Common Shares |
|
|
|
Common Shares(7) |
|
|
|
Minimum Share ownership Required(6) |
|
|
|
2008 |
|
|
25,000 |
|
|
|
$276,000 |
|
|
|
20,000 |
|
|
|
2007 |
|
|
30,000 |
|
|
|
$402,000 |
|
|
|
(meets requirement) |
|
|
Option Held: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Date Granted |
|
Expiry Date |
|
Number |
|
Vested/ |
|
Exercise |
|
Total |
|
Value of Unexercised |
|
|
|
Granted |
|
Unvested |
|
Price(8) |
|
Unexercised |
|
Options(9) |
May 11, 2007 |
|
May 11, 2012 |
|
25,000 |
|
Nil/ 25,000(14) |
|
$13.35 |
|
25,000 |
|
Nil |
May 12, 2006 |
|
May 12, 2011 |
|
25,000 |
|
25,000/Nil |
|
$10.56 |
|
25,000 |
|
$12,000 |
May 10, 2005 |
|
May 10, 2010 |
|
25,000 |
|
25,000/Nil |
|
$9.37 |
|
25,000 |
|
$41,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of Equity at Risk: |
|
Year |
|
|
Common Shares(7) |
|
|
|
Unexercised Options(9) |
|
|
|
Total |
|
|
|
2008 |
|
|
$276,000 |
|
|
|
$53,750 |
|
|
|
$329,750 |
|
|
|
2007 |
|
|
$402,000 |
|
|
|
$173,000 |
|
|
|
$575,000 |
|
|
- 18 -
Howard R. Balloch
Beijing, China
Age: 56
Director Since: 2005
Director
Status:
Independent(4)
Areas
of
Experience:
CEO/Board
Finance
Governance
Compensation
International
Politics
Public Capital Markets
Howard Balloch is President and founding member of the investment advisory firm, The Balloch Group. He is currently Vice
Chairman of the Canada China Business Council. Mr. Balloch was Canadas Ambassador to China from 1996 to 2001.
Mr. Balloch received his BA (Honours) Political Science and Economics from McGill University in 1971 and his M.A.
International Relations from McGill University in 1972, and was enrolled in further post-graduate studies at the
University of Toronto and at the Fondation Nationale de Sciences politiques in Paris from 1973 to 1976.
Mr. Balloch is a member of the Institute of Corporate Directors.
|
|
|
|
|
|
|
|
|
|
|
Principal Occupation, Business or Employment
(1) |
President, The Balloch Group (July 2001 present); Vice Chairman, Canada China Business Council (July 2001
present); Canadian Ambassador to China, Mongolia and Democratic Republic of Korea (April 1996
July 2001)
|
|
|
|
|
|
|
|
|
|
|
|
Board/Committee
Membership: (4) |
|
2007 Attendance: |
|
|
Other Public Company Board Membership: |
|
|
|
Company: |
|
Since: |
Board of
Directors
Corporate Governance & Nominating Committee
Compensation & Benefits
Committee
Non-Management Directors
|
|
3
of 5
3 of 4
2 of 4
5 of 7 |
|
60%
75%
50%
71% |
|
|
East
Energy Corp. (TSX-V)
Methanex Corporation (TSX;
NASDAQ)
Tiens Biotech Group (USA) Ltd. (OTCBB)
Ivanhoe
Energy Inc. (TSX; NASDAQ)
|
|
2006
2004
2003
2002
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Shares Beneficially Owned, Controlled or Directed(1)
(2): |
|
Year
|
|
|
Common Shares
|
|
|
Total
Market Value of Common Shares(7)
|
|
|
Minimum Share Ownership Required(6)
|
|
|
2008
|
|
|
40,000
|
|
|
$441,600
|
|
|
20,000 (meets requirement) |
|
|
2007
|
|
|
50,000
|
|
|
$670,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Held: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Date Granted |
|
Expiry Date |
|
Number |
|
Vested/ |
|
Exercise |
|
Total |
|
Value of |
|
|
|
Granted |
|
Unvested |
|
Price(8) |
|
Unexercised |
|
Unexercised Options(9) |
May
11, 2007 |
|
May
11, 2012 |
|
25,000 |
|
Nil/25,000(14) |
|
$13.35 |
|
25,000 |
|
Nil |
|
|
|
|
|
|
|
|
|
|
|
|
|
May 12, 2006 |
|
May 12, 2011 |
|
25,000 |
|
25,000/Nil |
|
$10.56 |
|
25,000 |
|
$12,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Mar. 11, 2005 |
|
Mar. 11, 2010 |
|
25,000 |
|
25,000/Nil |
|
$10.51 |
|
25,000 |
|
$13,250 |
|
|
|
|
|
|
|
|
|
|
|
|
Value of Equity at Risk: |
|
Year
|
|
|
Common Shares(7)
|
|
|
Unexercised Options(9)
|
|
|
Total |
|
|
2008
|
|
|
$441,600
|
|
|
$25,250
|
|
|
$466,850 |
|
|
2007
|
|
|
$670,000
|
|
|
$144,500
|
|
|
$814,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
- 19 -
Bret K. Clayton
London, England, United
Kingdom
Age: 46
Director Since: 2007
Director Status:
Non-Independent(5)
Areas of Experience:
CEO/Board
Mining Industry
Financially Literate
Project Development
Managing/Leading Growth
Bret Clayton is Chief Executive of Rio Tinto Copper & Diamonds based in London. Mr. Clayton provides management oversight to the Copper Group, which comprises Kennecott Utah
Copper and Kennecott Minerals Company in the United States, and interests in the copper mines of Escondida in Chile, Grasberg in Indonesia, Northparkes in Australia, Palabora in
South Africa, as well as the Oyu Tolgoi copper project in Mongolia, the Resolution copper project in the United States and the La Granja copper project in Peru. In addition, Mr.
Clayton has responsibility for diamond mining and marketing activities, including operations in Canada, Australia, Zimbabwe and marketing offices in Belgium.
During his career with Rio Tinto group, Mr. Clayton has held numerous senior management positions, including President and CEO of Rio Tinto Energy America, Head of Financial
Planning and Reporting for Rio Tinto plc in London and General Manager Commercial and Chief Financial Officer for Hamersley Iron and Rio Tinto Iron Ore in Perth, Australia. Prior to
working with for Rio Tinto, Mr. Clayton worked for PricewaterhouseCoppers, mainly consulting to the mining industry.
Mr. Clayton holds a Bachelor of Arts Degree in Accounting from the University of Utah in Salt Lake City and is a graduate of the International Executive Management Program of
INSEAD in Fontainebleau, France.
|
|
|
|
|
|
|
|
|
|
|
Principal Occupation, Business or Employment(1) |
Chief Executive, Rio Tinto Copper (July 2006-present); President and CEO of Rio Tinto America (October 2002 to July 2006) |
|
|
|
|
|
|
|
|
|
|
|
Board/Committee Membership: |
|
2007 Attendance: |
|
|
Other Public Company Board Membership: |
|
|
|
Company: |
|
Since: |
Board of Directors
Non-Management Directors*
* Elected May 12, 2007
|
|
2 of 4
4 of 4 |
|
50%
100% |
|
|
N/A
|
|
N/A
|
Common Shares Beneficially Owned, Controlled or Directed(1) (2): |
|
|
|
|
|
|
|
|
Common Shares |
|
|
Total Market Value of Common Shares(7) |
|
|
NIL
|
|
|
NIL |
|
|
Options Held: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expiry Date |
|
Number |
|
Vested/ |
|
Exercise |
|
Total |
|
Value of |
Date Granted |
|
|
Granted |
|
Unvested |
|
Price(8)
|
|
Unexercised |
|
Unexercised Options(9) |
N/A |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
Value of Equity at Risk: |
|
|
Year |
|
|
Common Shares(7) |
|
|
Unexercised Options(9) |
|
|
Total |
|
|
2008
|
|
|
NIL
|
|
|
NIL
|
|
|
NIL
|
|
|
2007
|
|
|
NIL
|
|
|
NIL
|
|
|
NIL
|
|
- 20 -
NOTES:
|
|
|
|
(1) |
|
The information as to principal occupation, business or employment and shares beneficially
owned, controlled or directed by a nominee is not within the knowledge of the management of
the Corporation and has been furnished by the nominee. |
|
(2) |
|
Does not include unissued common shares issuable upon the exercise of incentive stock
options. |
|
(3) |
|
Mr. Flood served as Deputy Chairman of the Corporation and a member of management until
February 15, 2007 and is accordingly considered to be non-independent. |
|
(4) |
|
On January 2, 2007, Mr. Balloch qualified as an independent director under the applicable
standards of the CSA Corporate Governance Guidelines, the NYSE Corporate Governance Rules and
the NASDAQ Corporate Governance Rules. He became a member of each of the Corporate Governance
& Nominating Committee and the Compensation & Benefits Committee on January 12, 2007. |
|
(5) |
|
On May 11, 2007 Mr. Clayton was elected as the nominee Director for Rio Tinto pursuant to the
provisions of the 2006 Rio Tinto Agreement (see Voting Shares and Principal Holders), and is
considered to be non-independent by virtue of the significant investment of Rio Tinto in the
Corporation. |
|
(6) |
|
All independent Directors are required to beneficially own and hold a minimum of 20,000
Common Shares for as long as they are a Director of the Corporation. These Common Shares may
be held either directly in the name of the Director or indirectly in the name of a company
controlled by the Director. All current independent Director nominees, except Mr. Korbin,
have met this minimum shareholding requirement. Mr. Korbin, first elected in 2006, has until
May 12, 2009 to meet the share ownership requirement. |
|
(7) |
|
The Total Market Value of Common Shares is calculated by multiplying the closing price of
the common shares of the Corporation on the Toronto Stock Exchange on March 27, 2008 ($11.04)
and March 27, 2007 ($13.40), respectively, by the number of common shares held by the nominee
as at the end of the prior year. |
|
(8) |
|
The Exercise Price is the Fair Market Value on the date of approval by the Compensation and
Benefits Committee, pursuant to the Employees and Directors Equity Incentive Plan. |
|
(9) |
|
The Value of Unexercised Options is calculated on the basis of the difference between the
closing price of the common shares on the Toronto Stock Exchange on March 27, 2008 and the
Exercise Price of the options multiplied by the number of unexercised options on March 27,
2008. |
|
(10) |
|
The 1,000,000 unvested options will vest as follows: 25% on November 7, 2008; 25% on November
7, 2009; 25% on November 7, 2010; 25% on November 7, 2011; provided, however, that 100% of the
options shall vest upon the successful completion of an Investment Agreement with the
Mongolian government. |
|
(11) |
|
The 800,000 unvested options will vest as follows: 300,000 will vest on the earlier of
December 31, 2008 or achievement of one of two additional defined development criteria
currently planned for Oyu Tolgoi for 2008; and the remaining 500,000 will vest on the earlier
of December 31, 2009 and achievement of each of two additional defined development criteria
planned for Oyu Tolgoi for 2009. |
|
(12) |
|
The 160,000 unvested options will vest as follows: 60,000 will vest on the earlier of
December 31, 2008 or achievement of one of two additional defined development criteria
currently planned for Oyu Tolgoi for 2008; and the remaining 100,000 will vest on the earlier
of December 31, 2009 and achievement of each of two additional defined development criteria
planned for Oyu Tolgoi for 2009. |
|
(13) |
|
The 40,000 unvested options will vest on May 14, 2008. |
|
(14) |
|
The 25,000 unvested options will vest on May 11, 2008. |
|
(15) |
|
Remainder of 300,000 options granted March 27, 2006. 135,000 were exercised April 12, 2007. |
|
(16) |
|
The 120,000 unvested options will vest as follows: 45,000 will vest on the earlier of
December 31, 2008 or achievement of one of two additional defined development criteria
currently planned for Oyu Tolgoi for 2008; and the remaining 75,000 will vest on the earlier
of December 31, 2009 and achievement of each of two additional defined development criteria
planned for Oyu Tolgoi for 2009. |
|
(17) |
|
Each of Messrs. Meredith and Macken was awarded an incentive bonus of $500,000 on November 7,
2007, paid one-third in cash and two-thirds in Common Shares. See Report on Executive
Compensation Bonus Payments. Each of Messrs. Meredith and Macken received 25,019 Common
Shares. |
- 21 -
Summary of Board and Committee Meetings Held
The following table summarizes Board and Committee meetings held during the year ended December 31,
2007:
|
|
|
|
|
Board of Directors |
|
|
5 |
|
Audit Committee |
|
|
4 |
|
Compensation and Benefits Committee |
|
|
4 |
|
Corporate Governance and Nominating Committee |
|
|
4 |
|
Currency Advisory Committee |
|
|
2 |
|
Executive Committee |
|
|
0 |
|
Non-Management Directors |
|
|
7 |
|
During 2007 there were no meetings of the Board or any of its committees held by teleconference.
Seven of the total of seven meetings of the non-management directors were held by teleconference
between regularly scheduled Board meetings. There were 23 resolutions passed in writing by the
Board, six by the Compensation and Benefits Committee, five by the Corporate Governance and
Nominating Committee, and four by the Executive Committee. No resolutions in writing were passed
by the Audit or Currency Advisory Committees in 2007. Resolutions in writing must be executed by
all of the directors entitled to vote on a matter.
- 22 -
APPOINTMENT OF AUDITORS
Deloitte & Touche LLP, Chartered Accountants, will be nominated at the Meeting for re-appointment
as auditors of the Corporation at remuneration to be fixed by the Board of Directors. Deloitte &
Touche LLP have been the Corporations auditors since January 1995.
Fees billed by Deloitte & Touche LLP and its affiliates during fiscal 2007 and fiscal 2006 were
approximately Cdn$1,836,000 and Cdn$2,534,000, respectively. The aggregate fees billed by the
auditors in fiscal 2007 and fiscal 2006 are detailed below.
|
|
|
|
|
|
|
|
|
(Canadian $ in 000s) |
|
2007 |
|
2006 |
Audit Fees (a) |
|
$ |
1,070 |
|
|
$ |
1,588 |
|
Audit Related Fees (b) |
|
$ |
355 |
|
|
$ |
246 |
|
Tax Fees (c) |
|
$ |
411 |
|
|
$ |
700 |
|
All Other Fees |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,836 |
|
|
$ |
2,534 |
|
|
|
|
(a) |
|
Fees for audit services billed or expected to be billed relating to fiscal 2007 and 2006
consisted of: |
|
|
|
audit of the Corporations annual statutory financial statements; |
|
|
|
|
reviews of the Corporations quarterly financial statements; and |
|
|
|
|
comfort letters, consents, and other services related to SEC and Canadian
securities regulatory authorities matters. |
|
|
In addition, in 2007 and 2006 fees were paid for services provided in connection with
review pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and the required
attestations relating to internal controls. |
|
(b) |
|
Fees for audit-related services provided during fiscal 2007 and 2006 consisted of financial
accounting and reporting consultations and audit of annual statutory financial statements of
the Corporations subsidiaries. |
|
(c) |
|
Fees for tax services provided during fiscal 2007 and 2006 consisted of income tax
compliance, and tax planning and advice relating to transactions and proposed transactions of
the Corporation and its subsidiaries. |
|
(d) |
|
The Corporation did not incur fees for products and services provided by its principal
accountant during fiscal 2007 and 2006 not disclosed in subsections (a), (b) or (c). |
Pre-Approval Policies and Procedures
All services to be performed by the Corporations independent auditor must be approved in advance
by the Audit Committee or a designated member of the Audit Committee (Designated Member). The
Designated Member is a member of the Audit Committee who has been given the authority to grant
pre-approvals of permitted audit and non-audit services.
- 23 -
The Audit Committee has considered whether the provision of services other than audit services is
compatible with maintaining the auditors independence and has adopted a policy governing the
provision of these services. This policy requires the
pre-approval by the Audit Committee or the
Designated Member of all audit and non-audit services
provided by the external auditor, other than any de minimis non-audit services allowed by
applicable law or regulation. The decisions of the Designated Member to pre-approve a permitted
service needs to be reported to the Audit Committee at its regularly scheduled meetings.
Pre-approval from the Audit Committee or Designated Member can be sought for planned engagements
based on budgeted or committed fees. No further approval is required to pay pre-approved fees.
Additional pre-approval is required for any increase in scope or in final fees.
Pursuant to these procedures, 100% of each of the services provided by the Corporations external
auditors relating to the fees reported as audit, audit-related, tax and all other fees were
pre-approved by the Audit Committee or the Designated Member.
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
Other than as disclosed below or elsewhere in this Management Proxy Circular, no insider, director
nominee or associate or affiliate of any such insider or director nominee, has any material
interest, direct or indirect, in any material transaction since the commencement of the
Corporations last financial year or in any proposed transaction, which, in either case, has
materially affected or would materially affect the Corporation.
At the end of 2007 and 2006 subsidiaries of the Corporation holding the Savage River iron ore
project owed approximately U.S.$5.1 million to Mr. Robert Friedland, Chairman of the Corporation,
which indebtedness originated as a result of the December 2000 acquisition by the Corporation of
the Savage River project. Following the sale of the Savage River operations in February 2005,
repayment of this balance is contingent upon the Corporation receiving proceeds in excess of
approximately U.S.$111 million from the sale of the Savage River operations. To date, U.S.$70.0
million has been received from the sale with an additional U.S.$28.2 million expected to be
received on March 31, 2008.
The Corporation is a party to cost sharing agreements with other companies in which Mr. Friedland
has a material direct or indirect beneficial interest. Through these agreements, the Corporation
shares, on a cost-recovery basis, office space, furnishings, equipment and communications
facilities in Vancouver, Singapore, Beijing and London, and an aircraft. The Corporation also
shares the costs of employing administrative and non-executive management personnel in these
offices. During the year ended December 31, 2007, the Corporations share of these costs was
U.S.$13.4 million. The companies with which the Corporation is a party to the cost sharing
agreements, and Mr. Friedlands ownership interest in each of them, are as follows:
- 24 -
|
|
|
|
|
|
|
Robert Friedland |
Corporation Name |
|
Ownership Interest |
Ivanhoe Energy Inc. |
|
|
20.83 |
% |
Ivanhoe Capital Corporation |
|
|
100 |
% |
Ivanhoe Nickel & Platinum Ltd. |
|
|
33.33 |
% |
Jinshan Gold Mines Inc. |
|
|
(1) |
|
SouthGobi Energy Resources Ltd. |
|
|
(1) |
|
Govi High Power Exploration Inc. |
|
Nil |
|
|
|
(1) |
|
Mr. Friedland owns 26.09% of the Common Shares of the Corporation, which
owns, as at December 31, 2007, 42.9% of the common shares of Jinshan Gold Mines Inc. and
86.06% of the common shares of SouthGobi Energy Resources Ltd. (now 81.0%). |
EXECUTIVE COMPENSATION
In accordance with the requirements of applicable securities legislation in Canada, the following
executive compensation disclosure is provided as at December 31, 2007, in respect of the Chief
Executive Officer, Chief Financial Officer and each of the Corporations three executive officers
whose annual compensation exceeded Cdn.$150,000 in the year ended December 31, 2007 (collectively,
the Named Executive Officers). During the year ended December 31, 2007, the aggregate
compensation paid to all officers of the Corporation who received more than Cdn.$40,000 in
aggregate compensation during such period was U.S.$6,298,000 (Cdn.$6,769,000).
Summary Compensation Table
The following table sets forth a summary of all compensation paid during the years ending December
31, 2005, 2006 and 2007 to each of the Named Executive Officers (NEO).
- 25 -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities |
|
Shares or |
|
|
|
|
|
|
|
|
|
|
Long-Term Compensation |
|
Under |
|
Units |
|
|
|
|
NEO Name and |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Annual |
|
Options/ |
|
Subject |
|
Payouts |
|
All Other |
Principal |
|
|
|
|
|
Salary |
|
Bonus |
|
Compensation |
|
SARs |
|
to Resale |
|
LTIP |
|
Compensation |
Position |
|
Year |
|
(U.S.$) |
|
(U.S.$) |
|
(U.S.$) (1) |
|
Granted |
|
Restrictions |
|
Payouts |
|
(U.S.$) |
John Macken(5)
|
|
|
2007 |
|
|
|
550,000 |
|
|
|
500,000 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,885 |
(4) |
(CEO & President) |
|
|
2006 |
|
|
|
578,875 |
|
|
|
500,000 |
|
|
|
|
|
|
|
2,000,000 |
|
|
|
|
|
|
|
|
|
|
|
24,473 |
(4) |
|
|
|
2005 |
|
|
|
457,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,200 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tony Giardini(6)
|
|
|
2007 |
|
|
|
232,605 |
|
|
|
100,000 |
(2) |
|
|
|
|
|
|
150,000 |
|
|
|
|
|
|
|
|
|
|
|
10,117 |
(4) |
(CFO) |
|
|
2006 |
|
|
|
156,092 |
|
|
|
25,000 |
|
|
|
|
|
|
|
250,000 |
|
|
|
|
|
|
|
|
|
|
|
2,980 |
(4) |
|
|
|
2005 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peter Meredith(7)
|
|
|
2007 |
|
|
|
338,104 |
|
|
|
500,000 |
(2) |
|
|
|
|
|
|
1,000,000 |
|
|
|
|
|
|
|
|
|
|
|
27,197 |
(4) |
(Deputy
Chairman & |
|
|
2006 |
|
|
|
262,592 |
|
|
|
1,000,000 |
|
|
|
|
|
|
|
400,000 |
|
|
|
|
|
|
|
|
|
|
|
13,481 |
(4) |
former CFO) |
|
|
2005 |
|
|
|
216,402 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,315 |
(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steve Garcia(8)
|
|
|
2007 |
|
|
|
366,664 |
|
|
|
100,000 |
|
|
|
72,581 |
(10) |
|
|
150,000 |
|
|
|
|
|
|
|
|
|
|
|
10,207 |
(11) |
(Executive VP) |
|
|
2006 |
|
|
|
300,000 |
|
|
|
100,000 |
|
|
|
|
|
|
|
250,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
194,318 |
|
|
|
|
|
|
|
|
|
|
|
250,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David Woodall(9)
|
|
|
2007 |
|
|
|
298,561 |
|
|
|
|
|
|
|
|
|
|
|
75,000 |
|
|
|
|
|
|
|
|
|
|
|
3,688 |
(3) |
(President, |
|
|
2006 |
|
|
|
82,795 |
|
|
|
|
|
|
|
|
|
|
|
200,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gold Division) |
|
|
2005 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
|
(1) |
|
Perquisites and benefits do not exceed the lesser of Cdn.$50,000 and 10% of the total of the
annual salary and bonus for any of the Named Executive Officers except where numbers are
disclosed in this column. |
|
(2) |
|
Paid in a combination of shares (25,019 common shares) and cash (U.S.$170,000). |
|
(3) |
|
Includes life insurance premiums. |
|
(4) |
|
Includes life insurance premiums and share purchase plan. |
|
(5) |
|
Mr. Macken became the Corporations Chief Executive Officer on May 12, 2006. |
|
(6) |
|
Mr. Giardini commenced employment in May 2006. |
|
(7) |
|
Mr. Meredith was the Corporations Chief Financial Officer from May 20, 2004 to May 12, 2006. |
|
(8) |
|
Mr. Garcia commenced employment in May 2005. |
|
(9) |
|
Mr. Woodall commenced employment in September 2006. |
|
(10) |
|
Includes housing allowance of $41,600 and car lease of $30,891. |
|
(11) |
|
Includes share purchase plan. |
Annual Cost of CEO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of Options |
|
All Other |
|
Total Annual |
Name and Principal |
|
|
|
|
|
Salary |
|
Bonus |
|
Granted |
|
Compensation |
|
Cost |
Position |
|
Year |
|
(U.S. $) |
|
(U.S. $) |
|
(U.S. $) |
|
(U.S. $) |
|
(U.S. $) |
|
|
|
2007 |
|
|
|
550,000 |
|
|
|
500,000 |
(2) |
|
|
|
|
|
|
28,885 |
(3) |
|
|
1,078,885 |
|
John Macken(1)
|
|
|
2006 |
|
|
|
578,875 |
|
|
|
500,000 |
|
|
|
8,011,670 |
(3) |
|
|
24,473 |
(5) |
|
|
9,115,018 |
(3) |
CEO and President |
|
|
2005 |
|
|
|
457,400 |
|
|
|
|
|
|
|
|
|
|
|
8,200 |
(4) |
|
|
465,600 |
|
|
|
|
(1) |
|
Mr. Macken became the Corporations Chief Executive Officer on May 12, 2006. |
|
(2) |
|
Paid in a combination of shares (25,019 Common Shares) and cash (U.S.$170,000). |
|
(3) |
|
Estimated value of options has been calculated based on a Black-Scholes option pricing model. |
|
(4) |
|
Includes life insurance premiums. |
|
(5) |
|
Includes life insurance premiums and share purchase plan. |
- 26 -
Long Term Incentive Plan
The Corporation does not presently have a long-term incentive plan for its executive officers.
Options/SAR Grants During The Most Recently Completed Financial Year
Other than as described below, there were no options or SAR grants made to the Named Executive
Officers during the most recently completed financial year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of |
|
|
|
|
|
Market Value of |
|
|
|
|
Securities |
|
Total |
|
|
|
|
|
Securities |
|
|
|
|
Under |
|
Options/SARs |
|
|
|
|
|
Underlying |
|
|
|
|
Options/SARs |
|
Granted to |
|
Exercise or Base |
|
Options/SARs on |
|
|
|
|
Granted |
|
Employees in |
|
Price |
|
the Date of Grant |
|
Expiration |
Name |
|
(#)(1) |
|
Financial Year |
|
(Cdn.$/Security) |
|
(Cdn.$/Security) |
|
Date |
Peter Meredith |
|
|
1,000,000 |
|
|
|
34.3 |
% |
|
$ |
13.19 |
|
|
$ |
13.19 |
|
|
Nov. 7, 2014 |
Steve Garcia |
|
|
150,000 |
|
|
|
5.15 |
% |
|
$ |
13.71 |
|
|
$ |
13.71 |
|
|
Nov. 14, 2014 |
Tony Giardini |
|
|
150,000 |
|
|
|
5.15 |
% |
|
$ |
13.71 |
|
|
$ |
13.71 |
|
|
Nov. 14, 2014 |
David Woodall |
|
|
75,000 |
|
|
|
2.57 |
% |
|
$ |
13.71 |
|
|
$ |
13.71 |
|
|
Nov. 14, 2014 |
|
|
|
(1) |
|
The securities issued upon exercise of the options are common shares of the Corporation. |
Aggregated Option Exercises
Other than as described below, no options or stock appreciation rights were exercised during the
year ended December 31, 2007 by the Named Executive Officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unexercised Options at |
|
Value of Unexercised in the |
|
|
Securities |
|
Aggregate |
|
December 31, 2007(1) |
|
Money Options at |
|
|
Acquired on |
|
Value |
|
(Exercisable/ |
|
December 31, 2007(1) |
|
|
Exercise |
|
Realized |
|
Unexercisable) |
|
(Exercisable/Unexercisable) |
Name |
|
(#) |
|
(Cdn.$) |
|
(#) |
|
(Cdn.$) |
Steve Garcia |
|
|
150,000 |
|
|
$ |
1,056,500 |
|
|
|
25,000/75,000 |
|
|
|
$59,250/$179,250 |
|
David Woodall |
|
|
100,000 |
|
|
$ |
749,000 |
|
|
Nil/100,000 |
|
Nil/$379,000 |
|
|
|
(1) |
|
The figures representing Exercisable/Unexercisable options do not include options that have
vested since December 31, 2007 and the date of this Management Proxy Circular. |
- 27 -
Option and SAR Repricings
No options or stock appreciation rights were re-priced during the year ended December 31, 2007.
Defined Benefit and Pension Plans
The Corporation does not presently provide any defined benefit or pension plan to its directors,
executive officers or employees.
Indemnity Insurance
During 2007, the Corporation purchased director and officer liability insurance with an aggregate
U.S.$100,000,000 limit. The total premiums paid by the Corporation in respect of this insurance
coverage for the twelve month term were U.S.$1,547,745.
Employment Contracts
The Corporations original employment contract as of November 1, 2003 with John Macken, President
and CEO was amended and restated as of January 1, 2008. The employment contract provides for an
initial base salary, discretionary performance bonuses and stock option grants from time to time if
and when awarded by the Corporation, housing benefit and other benefits and entitlements available
to the Corporations other executive officers. The Corporation may terminate Mr. Mackens
employment for cause. The Corporation may also terminate Mr. Mackens employment without cause, or
upon his disability, in each cause upon payment to Mr. Macken of 24 months base salary together
with an amount equal to the average of the two highest value aggregate annual performance bonuses
paid to Mr. Macken during the five completed fiscal years of the Corporation preceding the date of
termination. In the event of a change of control of the Corporation and if, within 24 months
thereafter, the employment contract is either terminated by the Corporation other than for cause
or disability or Mr. Macken resigns for good reason as defined in the employment contract, Mr.
Macken would be entitled to receive a payment equal to the product of 2.99 times the sum of Mr.
Mackens then base salary and the average of the two highest value aggregate annual performance
bonuses paid to Mr. Macken by the Corporation during the five completed fiscal years of the
Corporation preceding the date of termination. Good reason under the contract includes certain
adverse changes in Mr. Mackens status or position in the Corporation, certain adverse changes to
his compensation, benefits or employment terms, and acts constituting constructive dismissal at
law. In the event of a termination on disability or without cause, or on a change of control
followed by a termination or resignation with good reason, all of Mr. Mackens then unvested
incentive stock options would vest and all his options would remain exercisable for six months
following the date of termination of employment, and certain of Mr. Mackens benefits would
continue for 12 months following termination. The Corporation has provided Mr. Macken, a United
States citizen and resident, with an indemnity in respect of certain United States excise taxes
under Section 4999 of the Internal Revenue Code (United States) and certain interest and penalties
in the event such excise taxes, interest and penalties were levied on compensation and benefits
payable to Mr. Macken following a termination of Mr. Macken following a change of control of the
Corporation.
The Corporation has entered into an employment contract with Peter Meredith, Deputy Chairman, dated
December 18, 2007. The agreement provides for an initial base salary,
- 28 -
discretionary performance bonuses and stock option grants from time to time if and when awarded by
the Corporation, and other benefit and entitlements available to the Corporations other executive
officers. The Corporation may terminate Mr. Merediths employment for cause. The Corporation may
also terminate Mr. Merediths employment without cause or upon his disability upon payment to Mr.
Meredith of 18 months base salary together with an amount equal to the average of the two highest
value aggregate annual performance bonuses paid to Mr. Meredith during the five completed fiscal
years preceding the date of termination. In the event of a change of control of the Corporation
and if, within 24 months thereafter, Mr. Merediths employment contract is either terminated by
the Corporation other than for cause or disability or Mr. Meredith resigns for good reason as
defined in the employment contract, Mr. Meredith would be entitled to receive a payment equal to
the product of 2.99 times the sum of Mr. Merediths then base salary and the average of the two
highest value aggregate annual performance bonuses paid to Mr. Meredith by the Corporation during
the five completed fiscal years of the Corporation preceding the date of termination. Good
reason under the contract includes material adverse changes in Mr. Merediths status or position
in the Corporation, certain adverse changes to his compensation, benefits or employment terms, and
acts constituting constructive dismissal at law. In the event of a termination on disability or
without cause, or on a change of control followed by a termination or resignation with good
reason, all of Mr. Merediths incentive stock options would vest and remain exercisable for six
months following the date of termination of employment, and certain of Mr. Merediths benefits
would continue for 12 months following such termination.
Mr. Giardini was employed by the Corporation on May 1, 2006 as Chief Financial Officer. Under his
contract, the Corporation may terminate Mr. Giardini for cause. If Mr. Giardini is terminated
without cause, he is entitled to receive twelve months salary. Should he wish to resign, Mr.
Giardini must give the Corporation not less than eight weeks notice of his resignation. In the
event of a change of control and should the contract be terminated by the Corporation within six
months thereafter, Mr. Giardini would be entitled to received a lump sum payment in an amount equal
to twelve months salary. In the event of a termination without cause, or on a change of control
followed by a termination, all of Mr. Giardinis incentive stock options would vest and remain
exercisable for six months following the date of termination of employment.
The Corporation has an agreement with Steve Garcia dated as of May 23, 2007 in respect of his
position as, Executive Vice President of the Corporation, IMMI Country Manager and IMMI China
Representative. Mr. Garcia is based in Shanghai, China and his compensation and the provisions of
his services are facilitated through a consulting agreement with the Corporations Mongolian
subsidiary, Ivanhoe Mines Mongolia Inc. and GEE Project Consulting. Under the agreement with the
Corporation, Mr. Garcia is entitled to receive the sum of U.S.$400,000 annually and was entitled to
receive a performance bonus for 2007 of U.S.$100,000. Mr. Garcia also receives certain other
benefits and entitlements including medical, dental, travel benefits and local accommodation and
related expenses. The Corporation may terminate Mr. Garcias contract for cause. The Contract may
also be terminated by Mr. Garcia on one months notice. In the event the Corporation terminates
Mr. Garcias contract without cause, Mr. Garcia is entitled to three monthly installments of his
annual salary. In the event of a change of control and Mr. Garcias contract is terminated within
six months thereafter, Mr. Garcia is entitled to a payment equal to one year of his annual salary.
The Corporation has an agreement with David Woodall dated as of August 16, 2006 in respect of his
position as President, Gold Division, providing for base salary and benefits. The Corporation may
terminate Mr. Woodalls contract for cause. The Corporation may also terminate the agreement
without cause upon payment to Mr.
- 29 -
Woodall of three months salary. Mr. Woodall may also terminate the contract on three months
notice.
Composition of the Compensation and Benefits Committee
During the year ended December 31, 2007, the Compensation and Benefits Committee was comprised of
Messrs. David Huberman (Chair), Kjeld Thygesen, Robert Hanson, David Korbin and Howard Balloch.
Since the beginning of the most recently completed financial year, which ended on December 31,
2007, none of Messrs. Huberman, Thygesen, Hanson, Korbin or Balloch was indebted to the Corporation
or any of its subsidiaries or had any material interest in any transaction or proposed transaction
which has materially affected or would materially affect the Corporation or any of its
subsidiaries. None of the Corporations executive officers serve as a member of the Compensation
and Benefits Committee or Board of Directors of any entity that has an executive officer serving as
a member of the Compensation and Benefits Committee or Board of Directors of the Corporation.
Report on Executive Compensation
Compensation and Benefits Committee and Approach to Executive Compensation
The Compensation and Benefits Committee is established by the Board to assist the Board in
fulfilling its responsibilities relating to compensation issues and human resources. The members of
the Compensation and Benefits Committee are all independent directors. The Compensation and
Benefits Committee ensures that the Corporation has an executive management compensation plan that
is both competitive and motivational so that it will attract, retain and inspire performance of its
executive management of a quality and nature that will enhance the sustainable growth and success
of the Corporation.
The Compensation and Benefits Committee reviews and recommends the compensation philosophy and
guidelines for the Corporation which include reviewing, for recommendation to the Board,
compensation of executive officers and employees, including annual salary and incentive policies
and programs, and material changes to the Corporations benefit programs. The Compensation
Committee bases its recommendations on its compensation principles and on the performance of the
individual and the Corporation.
The Compensation and Benefits Committee annually reviews the cash compensation, performance and
overall compensation package for each of the Corporations executive officers. It makes
recommendations to the Board concerning the base salary, bonus and equity incentive arrangements
for the executive and senior officers.
The basic philosophy underlying the Corporations executive compensation program is to provide
fair, transparent and defensible compensation, to facilitate the attraction, motivation and
retention of high quality executive talent, to ensure a strong link between compensation levels and
performance in relation to the Corporations key short-term and long-term performance metrics, to
encourage and reward high performance, and to align the executives interests with the Companys
shareholders.
The compensation of the Corporations executive officers is comprised of three principal components
- base salary, annual performance bonuses in cash or fully paid Common Shares, and long term equity
incentives. The Corporation does not maintain a pension plan or other long term compensation plan
for its executive and senior officers.
- 30 -
Executive and senior officers are eligible to participate in the Corporations Share Purchase Plan
under the Corporations Employees and Directors Incentive Plan.
The Compensation and Benefits Committee engaged Mercer (Canada) Limited (Mercer) to prepare a
model for executive compensation for the Corporation and to provide support to the Committee in
determining compensation for the Corporations officers during the most recently completed fiscal
year. This model was approved by the Compensation and Benefits Committee in October, 2007 and was
formally adopted by the Board of Directors of the Corporation in March, 2008. Decisions made by
the Compensation and Benefits Committee are the responsibility of the Committee and may reflect
factors and considerations other than the information and recommendations provided by Mercer.
Under the new formalized plan, compensation levels are determined based on a review of market
compensation practices for comparable jobs within other mining and natural resources companies of a
comparable size to the Corporation with significant project development activities and/or
operations in complex, international locations. Within this comparator group, the Corporation will
strive to target the market median for base salary, annual incentive and long-term incentive
compensation with the ability to deliver compensation at a higher percentile of the market when
performance warrants through the Corporations annual and long-term incentive programs.
Prior to formal adoption of the executive compensation plan in March 2008, many of the essential
elements of the plan were incorporated into earlier executive compensation recommendations made by
the Compensation and Benefits Committee, including during 2007. However, in formally adopting the
new executive compensation plan, the Compensation and Benefits Committee intends to apply the
principles of this formalized plan in a more consistent fashion with the goal of bringing more
structure and effectiveness to the compensation review process for executives.
While it has not been a formal requirement of the Corporation, the Corporations executives have
been encouraged to hold a share ownership position in the Corporation. Consistent with market
practices and to ensure alignment of the interests of the Corporations executives with
shareholders, guidelines set out in the new formalized plan provide that executive officers will be
expected, within three years after adoption of the new compensation plan, to hold a multiple of
their current base salary in Common Shares of the Corporation. The President and CEO will be
expected to own the equivalent of two times base salary and the other executive officers will be
expected to hold the equivalent of one times base salary.
Base Salary
In determining the base salary for its executive officers prior to the formalized plan, the
Compensation and Benefits Committee placed approximately equal weight on the following factors: (i)
the executives overall performance; (ii) the experience level of the executive officer; (iii) the
particular responsibilities related to the executive officers position; and (iv) salaries paid by
the Corporations peer compensation group at the time. Base salaries generally, and bonuses in
particular, were at the relatively low end of the scale compared to industry peers, with a greater
emphasis placed on incentive stock options.
In the last several years, a number of adjustments have been made to bring base salaries into line
with the market. Under the formalized plan, base salary will be based on relevant data from the
comparator group and target pay is positioned at the market median for base salary. As a general
guideline for the administration of salaries, new
- 31 -
executives will typically be paid a salary between 80% and 90% of the target salary, executives
that consistently meet all job expectations should be paid a salary within 90% and 110% of the
target salary, and executives that consistently demonstrate superior performance should be paid a
salary of 110% to 120% of the target. Actual salaries and salary ranges are reviewed on an annual
basis in conjunction with an annual performance review and, subject to economic considerations,
salary adjustments will normally be considered based on an executives performance, improvements in
job proficiency, retention risks, succession requirements and compensation changes in the market.
During 2007, the Compensation and Benefits Committee made certain market-related adjustments to the
salaries of executive officers, including Named Executive Officers as part of its annual review
process, in recognition of the competitive environment for capable mining executives and in
connection with the entering into of certain new employment contracts. These included adjustments
commencing January 2008 to the annual salaries of John Macken, CEO and President (to US$635,000),
Peter Meredith, Deputy Chairman (to $500,000) and Tony Giardini, Chief Financial Officer (to
$300,000). See Executive Compensation Summary Compensation Table above and Chief Executive
Compensation below.
Bonus Payments
Executive officers are eligible for annual incentive compensation in the form of a bonus which is
paid in Common Shares or cash. Under the new formalized plan, to conserve cash the Compensation
and Benefits Committee will endeavour to settle such annual incentive awards in shares of the
Corporation
Target awards (as a percentage of base salary) under the formalized plan are based on relevant
market data for the comparator group and target pay positioning at the market median for total cash
compensation (base salary plus annual incentive compensation). Target awards will be paid when
performance meets expectations, and such awards will be adjusted upwards or downwards where
performance exceeds or is less than expectations, respectively. Annual incentive awards are based
on the assessment of performance of a combination of company, business unit and individual
performance objectives determined early in the fiscal year. Corporate performance is assessed
relative to objectives such as achievement of milestones in connection with the Corporations Oyu
Tolgoi project, expansion of mineral resource and reserves and performance and value of the
Corporations subsidiaries. Business unit performance is assessed on objectives that relate to the
primary functions of the business unit and the key activities that support the broader corporate
goals. Under the new formalized plan, for the most senior executives it is intended that the
majority of the bonus will be based upon corporate performance with a smaller portion allocated to
individual performance. For other senior executives the bonus will be based on a combination of
corporate, business unit and individual performance. For other senior executives in operational
roles a larger proportion of the bonus will be based on business unit performance.
During 2007, prior to formally implementing the targeted bonus approach of the new formalized plan,
the Corporation awarded bonuses to the Corporations executives in the aggregate amount of
U.S.$1,380,000 in a combination of cash and Common Shares. Included in these annual incentives were
bonuses of U.S.$500,000, paid one third in cash and two thirds in Common Shares, to each to Messrs
Macken and Meredith in recognition of the important individual contributions of the President and
CEO and Deputy Chairman, respectively, to the Corporations current strategic goals and the
importance generally of these executives to the Corporation at its current stage of development. A
bonus of U.S.$100,000 was awarded to each of Tony Giardini, Chief
- 32 -
Financial Officer, and Steve Garcia, Executive Vice President, in recognition of business unit and
individual performance.
Long Term Incentives
Under the Corporations compensation philosophy, an equity incentive component in the form of
options is a key part of the executives overall compensation package, reflecting our belief that
stock options offer an effective mechanism for incentivizing management and aligning the interests
of our executive officers with those of our shareholders. Since we do not grant incentive stock
options at a discount to the prevailing market price of the Corporations Common Shares, the
incentive stock options we grant to our executive officers accrete value only if, and to the extent
that, the market price of the Corporations Common Shares increases, thereby linking equity-based
executive compensation to shareholder returns.
Equity based incentives awarded to our executive officers have been traditionally based on the
Compensation and Benefit Committees evaluation of each executive officers ability to influence
our long-term success and to reward outstanding individual performance and contributions. The
Compensation and Benefits Committee has considered each executives stock option position, peer
comparison group benchmark and individual performance when determining how many new stock option
grants will be made to an executive officer. Where appropriate, the Corporation has in the past
included performance-based criteria as a key component of the vesting of stock option grants.
Under the new compensation plan, the Compensation and Benefit Committee will consider target
long-term incentive awards as a percentage of base salary that would be offered to executives on an
annual basis. The dollar value of the long-term incentive award is converted to the appropriate
number of stock option at the time of the award using a valuation methodology and the details of
the grant. It is intended that stock option grants will normally have terms of seven years and
will be made to executive officers on an annual basis. Vesting of the stock options will generally
be based on time, with 25% installments vesting on each anniversary of the date of grant. The
Compensation and Benefit Committee may consider including performance contingent or performance
accelerated vesting in the future.
During 2007 and prior to implementation of the targeted approach to long term incentives under the
new formalized plan, the Corporation granted incentive stock options to employees, officers and
directors exercisable to purchase a total of 2,915,500 Common Shares, representing approximately
0.77% per cent of the total number of Common Shares currently issued and outstanding on December
31, 2007. These grants were made in recognition both individual performance and the importance of
retaining the Corporations complement of executives given the competitive marketplace and to make
appropriate adjustments to certain executives overall stock option position. Included in these
grants were stock options granted on November 7, 2007 to Mr. Meredith in respect of 1,000,000
Common Shares which expire on November 7, 2014 and on November 14, 2007 granted to Mr. Giardini in
respect of 150,000 Common Shares, to Mr Garcia in respect of 150,000 Common Shares and to David
Woodall, President, Gold Division in respect of 75,000 Common Shares, all of which expire on
November 14, 2014.
Chief Executive Officer Compensation
The Compensation and Benefits Committee periodically review the terms of reference for the
Corporations Chief Executive Officer and recommends any changes to the Board
- 33 -
for approval. It reviews corporate goals and objectives with respect to the Chief Executive
Officers compensation and leads the Chief Executive Officer review process.
Based on the results of the Chief Executive Officers evaluation, the committee recommends the
Chief Executive Officers overall compensation package to the Board. The components of total
compensation for the Chief Executive Officer are the same as those which apply to other senior
executive officers of the Corporation, namely, annual salary, performance bonus and long term
incentives.
Mr. Macken, who assumed the role of Chief Executive Officer in May, 2006 in addition to his
position as President, received a salary during 2007 of U.S.$550,000. Commencing January 1, 2008,
in connection with an amendment to Mr. Mackens employment contract, in recognition of the
competitive environment for capable mining executives and as a corresponding market-related
adjustment, Mr. Mackens annual salary was increased to US $635,000. In addition, Mr. Macken
received a bonus of US $500,000 in recognition of the important individual contributions he is
making to the Corporations current strategic goals and his importance generally to the Corporation
at its current stage of development.
Since Mr. Mackens appointment as Chief Executive Officer in May, 2006 until December 31, 2007, he
has received total income of U.S.$1,987,536 inclusive of salary (2007 U.S.$550,000; May to
December 2006 U.S.$392,336), bonus (2007 U.S.$500,000 paid in a combination of shares and cash;
May to December 2006 U.S.$500,000) and other income inclusive of life insurance premiums and
share purchase plan. During this period, Mr. Macken did not realize any income from exercise of
stock options.
Submitted on behalf of the Compensation and Benefits Committee:
David Huberman (Chair)
Kjeld Thygesen
Robert Hanson
David Korbin
Howard Balloch (member since January 12, 2007)
- 34 -
Performance Graph
The following graph and table compares the cumulative shareholder return on a Cdn.$100 investment
in Common Shares of the Corporation to a similar investment in companies comprising the S&P/TSX
Composite Index, including dividend reinvestment, for the period from December 31, 2002 to December
31, 2007.
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Dec-02 |
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Dec-03 |
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Dec-04 |
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Dec-05 |
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Dec-06 |
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Dec-07 |
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n Ivandoe Mines Ltd.
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100 |
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315 |
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256 |
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255 |
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352 |
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330 |
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t S&P/TSX Composite Index
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100 |
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124 |
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140 |
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170 |
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195 |
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209 |
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COMPENSATION OF DIRECTORS
Each non-management director receives Cdn.$25,000 per annum. Mr. David Huberman receives an
additional payment of Cdn.$60,000 per annum for acting as the Lead Director of the Board of
Directors. Mr. David Korbin receives an additional payment of Cdn.$25,000 for acting as the
Chairman of the Audit Committee. Each Chair of the Compensation and Benefits Committee and the
Corporate Governance and Nominating Committee will receive an additional payment of Cdn.$15,000 per
annum for acting as such. Each non-management director receives a fee of Cdn.$1,500 for each Board
of Directors meeting and each Committee meeting attended in person and, U.S.$600 for each Director
and Committee conference call in which they participate. Each non-management director (other than
the nominee of Rio Tinto in accordance with Rio Tintos corporate policy) also receives an annual
grant of incentive stock options exercisable to purchase up to 25,000 Common Shares of the
Corporation, such options having a five year term, and fully vesting on the first anniversary of
the date of the grant. Each executive director and non-management director is also entitled to be
reimbursed for actual expenses reasonably incurred in the performance of his duties as a director.
The following table reflects compensation earned by directors in respect of fiscal 2007 under the
compensation arrangements described above.
- 35 -
Directors Compensation for Fiscal 2007
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AUDIT, |
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CORPORATE |
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GOVERNANCE |
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AND |
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NOMINATING |
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COMPENSATION |
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BOARD |
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NON- |
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AND BENEFITS |
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AND |
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INDEPENDENT |
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MANAGEMENT |
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LEAD |
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COMMITTEE |
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BOARD AND |
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COMMITTEE |
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VALUE OF |
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DIRECTOR |
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DIRECTORS |
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DIRECTOR |
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CHAIRPERSON |
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COMMITTEE |
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CONFERENCE |
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TOTAL CASH FEES |
|
OPTIONS |
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TOTAL |
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RETAINER |
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FEES |
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RETAINER |
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RETAINERS |
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IN-PERSON |
|
CALLS |
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PAID |
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GRANTED |
|
COMPENSATION |
NAME |
|
(Cdn.$) |
|
(Cdn.$) |
|
(Cdn.$) |
|
(Cdn.$) |
|
(Cdn.$) |
|
(U.S.$) |
|
(Cdn.$) |
|
(U.S.$) |
|
(Cdn$)(7) |
|
(Cdn$)(8) |
Robert Friedland(1) |
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John Macken(1) |
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Peter G. Meredith(1) |
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David Huberman |
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25,000 |
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60,000 |
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30,000 |
(4) |
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20,100 |
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4,200 |
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135,100 |
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4,200 |
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Nil |
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278,500 |
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John Weatherall |
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25,000 |
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8,973.50 |
(3) |
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18,600 |
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4,200 |
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52,573.50 |
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4,200 |
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Nil |
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113,547 |
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Kjeld Thygesen |
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25,000 |
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25,800 |
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2,400 |
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50,800 |
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2,400 |
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Nil |
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106,400 |
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Robert Hanson |
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25,000 |
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17,100 |
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1,200 |
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42,100 |
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1,200 |
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Nil |
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86,600 |
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Markus Faber |
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25,000 |
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18,600 |
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4,200 |
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43,600 |
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4,200 |
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Nil |
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95,600 |
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Howard Balloch |
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25,000 |
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12,600 |
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3,000 |
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37,600 |
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3,000 |
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Nil |
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81,200 |
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David Korbin |
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25,000 |
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16,026.50 |
(3) |
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24,300 |
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3,600 |
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65,326.50 |
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3,600 |
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Nil |
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137,753 |
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R. Edward Flood(2) |
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21,920 |
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3,000 |
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1,200 |
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24,920 |
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1,200 |
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Nil |
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52,240 |
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Bret Clayton |
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21,852 |
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1,500 |
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1,800 |
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23,352 |
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1,800 |
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Nil |
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51,204 |
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- 36 -
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AUDIT, |
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CORPORATE |
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GOVERNANCE |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOMINATING |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPENSATION |
|
|
|
|
|
BOARD |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON- |
|
|
|
|
|
AND BENEFITS |
|
|
|
|
|
AND |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INDEPENDENT |
|
MANAGEMENT |
|
LEAD |
|
COMMITTEE |
|
BOARD AND |
|
COMMITTEE |
|
|
|
|
|
|
|
|
|
VALUE OF |
|
|
|
|
DIRECTOR |
|
DIRECTORS |
|
DIRECTOR |
|
CHAIRPERSON |
|
COMMITTEE |
|
CONFERENCE |
|
TOTAL CASH FEES |
|
OPTIONS |
|
TOTAL |
|
|
RETAINER |
|
FEES |
|
RETAINER |
|
RETAINERS |
|
IN-PERSON |
|
CALLS |
|
PAID |
|
GRANTED |
|
COMPENSATION |
NAME |
|
(Cdn.$) |
|
(Cdn.$) |
|
(Cdn.$) |
|
(Cdn.$) |
|
(Cdn.$) |
|
(U.S.$) |
|
(Cdn.$) |
|
(U.S.$) |
|
(Cdn$)(7) |
|
(Cdn$)(8) |
Tom Albanese |
|
|
|
|
|
|
3,148 |
|
|
|
|
|
|
|
|
|
|
|
1,500 |
|
|
|
600 |
|
|
|
4,648 |
|
|
|
600 |
|
|
Nil |
|
|
7,348 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL |
|
|
175,000 |
|
|
|
46,920 |
|
|
|
60,000 |
|
|
|
55,000 |
|
|
|
143,100 |
|
|
|
26,400 |
|
|
|
480,020 |
|
|
|
26,400 |
|
|
Nil |
|
|
1,010,392 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Messrs. Friedland, Macken and Meredith were members of management in fiscal 2007 and did not
receive compensation as directors of the Corporation. |
|
(2) |
|
Mr. Flood was a member of management until February 14, 2007. |
|
(3) |
|
Mr. Weatherall was Chair of the Audit Committee until May 11, 2007. Mr. Korbin assumed the
role of Chair of the Audit Committee May 11, 2007. |
|
(4) |
|
Mr. Huberman receives a Cdn$15,000 retainer for being Chairman of the Corporate Governance &
Nominating Committee and a Cdn$15,000 retainer for being Chairman of the Compensation &
Benefits Committee. |
|
(5) |
|
Mr. Clayton joined the Board of Directors on May 11, 2007. |
|
(6) |
|
Mr. Albanese resigned as a Director on May 11, 2007. |
|
(7) |
|
Represents value of 25,000 options to purchase common shares granted to each non-management
director on May 11, 2007, calculated on the basis of the difference between the closing price
of the common shares on the Toronto Stock Exchange on the date of the grant (Cdn.$13.25) and
the exercise price of the options multiplied by the number of options as at such date. |
|
(8) |
|
Represents total of cash fees paid and value of options granted during fiscal 2007. |
- 37 -
EQUITY COMPENSATION PLAN INFORMATION
The following information respecting the Incentive Plan is presented as at December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities |
|
|
|
Number of Securities |
|
|
Weighted-average |
|
|
remaining available for |
|
|
|
to be issued upon |
|
|
exercise price of |
|
|
future issuance under |
|
|
|
exercise of |
|
|
outstanding options, |
|
|
equity compensation plans |
|
|
|
outstanding options, |
|
|
warrants and rights |
|
|
(excluding securities |
|
Plan Category |
|
warrants and rights |
|
|
(Cdn.$) |
|
|
reflecting in column (a)) |
|
Equity compensation
plans approved by
securityholders |
|
|
14,582,400 |
|
|
$ |
10.10 |
|
|
|
5,369,438 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation
plans not approved
by shareholders |
|
Nil |
|
|
Nil |
|
|
Nil |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
14,582,400 |
|
|
$ |
10.10 |
|
|
|
5,369,438 |
|
|
|
|
|
|
|
|
|
|
|
On the date of this Management Proxy Circular, there are 14,582,400 Common Shares issuable upon the
exercise of outstanding options, representing approximately 3.9% of the Corporations issued and
outstanding share capital without giving effect to issuance of Common Shares upon exercise of the
options.
Employees and Directors Equity Incentive Plan
The Corporations Employees and Directors Equity Incentive Plan (the Plan) has three
components: an Option Plan, which provides for the grant to eligible participants of incentive
stock options exercisable to purchase Common Shares of the Corporation; a Bonus Plan, which
provides for awards of fully paid Common Shares to eligible participants as and when determined to
be warranted on the basis of past performance; and a Purchase Plan, under which eligible
participants have the opportunity to purchase Common Shares through payroll deductions which are
supplemented by Corporation contributions.
The eligible participants in the Plan include directors of the Corporation or any affiliate, any
full time and part time employees (including officers) of the Corporation or any affiliate thereof
that the Board determines to be employees eligible for participation in the Plan. Persons or
companies engaged by the Corporation or an affiliate to provide services for an initial, renewable
or extended period of 12 months or more are eligible for participation in the Plan as the Board
determines.
The Plan is administered by the Compensation and Benefits Committee (the Committee) appointed by
the Board.
- 38 -
Option Plan
Option Grants
The Option Plan authorizes the Board, on the recommendation of the Committee, to grant options to
purchase Common Shares. The number of Common Shares, the exercise price per Common Share, the
vesting period and any other terms and conditions of options granted pursuant to the Option Plan,
from time to time are determined by the Board, on the recommendation of the Committee, at the time
of the grant, subject to the defined parameters of the Option Plan.
The date of grant of options is the date that the Compensation and Benefits Committee approves such
grant for recommendation to the Board, provided the Board approves such grant. For a grant of
options not approved by the Compensation and Benefits Committee for recommendation to the Board,
the date of grant of options is the date such grant was approved by the Board.
Exercise Price
The exercise price of any option granted under the Plan cannot be less than the weighted average
price of the Common Shares on the Toronto Stock Exchange for the five days on which Common Shares
were traded immediately preceding the date of grant.
Exercise Period and Vesting
Options are exercisable for a period of time determined by the Board not exceeding five years from
the date the option is granted. Options may be earlier terminated in the event of death or
termination of employment or appointment. Vesting of options is determined by the Board. Failing
a specific vesting determination by the Board, options automatically become exercisable
incrementally over a period of five years from the date of grant, as to one-fifth of the total
number of shares under option in each such year. The right to exercise an option may be
accelerated in the event a takeover bid in respect of the Common Shares is made. The Plan provides
for an extension to the term for options that expire during a blackout period to ten days
following such period. A blackout period exists in circumstances where material non-public
information exists but has not yet been publicly disclosed, including periods where financial
statements are being prepared but results have not been disclosed.
Cashless Exercise
Share appreciation rights may also be granted, at the discretion of the Board on the recommendation
of the Committee, to an Optionee in conjunction with, or at any time following the grant of, an
option. Share appreciation rights under the Plan effectively allow an Optionee to exercise an
option on a cashless basis by electing to relinquish, in whole or in part, the right to exercise
the option and receive, in lieu thereof, a number of fully paid Common Shares. The number of
Common Shares issuable on the exercise of share appreciation rights is equal to the quotient
obtained by dividing the difference between the aggregate fair market value and the aggregate
option price of all Common Shares subject to the option by the fair market value of one (1) Common
Share.
- 39 -
Financial Assistance
The Board may, in its discretion but subject to applicable law, authorize the Corporation to make
loans to employees (excluding any director or executive officer) to assist them in exercising
options. The terms of any such loans include security, in favour of the Corporation, in the Common
Shares issued upon exercise of the options, which security may be granted on a non-recourse basis.
No such loans are currently outstanding.
Termination or Death
If an optionee dies while employed by the Corporation, any option held by him will be exercisable
for a period of 12 months or prior to the expiration of the options (whichever is sooner) by the
person to whom the rights of the optionee shall pass by will or applicable laws of descent and
distribution. If an optionee is terminated for cause, no option will be exercisable unless the
Board determines otherwise. If an optionee is terminated for any reason other than cause, then the
options will be exercisable for a period of 12 months or prior to the expiration of the options
(whichever is sooner).
Bonus Plan
The Bonus Plan permits the Board on the recommendation of the Committee to authorize the issuance,
from time to time, of Common Shares to employees and directors of the Corporation and its
affiliates. The criteria for determining if and when such awards should be made and the quantum of
such awards is within the discretion of the Board. The Bonus Plan provides for the issuance of a
maximum of 3,500,000 Common Shares in respect of bonus awards. Common Shares allocated to the
Bonus Plan may be reallocated for issuance under the Option Plan or Purchase Plan and are then no
longer available for issuance under the Bonus Plan.
Purchase Plan
Participation Criteria
Participants in the Purchase Plan are full-time employees of the Corporation who have completed at
least one year (or less, at the discretion of the Board on the recommendation of the Committee) of
continuous service and who elect to participate.
Contribution Limits
Eligible employees are entitled to contribute up to seven per cent (7%) of their annual basic
salary to the Share Purchase Plan in semi-monthly installments. The Corporation (at the discretion
of the Board) makes a contribution of up to one hundred per cent (100%) of the employees
contribution on a quarterly basis.
Number of Shares
Each participant receives, at the end of each calendar quarter during which he or she participates
in the Purchase Plan, a number of Common Shares equal to the quotient obtained by dividing the
aggregate amount of all contributions to the Purchase Plan by the participant, and by the
Corporation on the participants behalf, during the preceding quarter by the weighted average
trading price of the Common Shares on the Toronto Stock Exchange during the quarter.
- 40 -
Termination of Employment
If the participants employment with the Corporation is terminated for any reason, any portion of
the participants contribution then held in trust for a participant pending a quarterly purchase of
Common Shares is returned to him or her or to his or her estate.
Transferability
Benefits, rights and options under the Plan are non-transferable and during the lifetime of an Plan
participant, may only be exercised by such participant.
Amendments to the Plan
Subject to regulatory approval, shareholder approval is required for the following amendments to
the Plan:
|
(i) |
|
an amendment to the aggregate number of Shares that may be reserved for
issuance under the Plan; |
|
|
(ii) |
|
an amendment to the aggregate maximum number of Common Shares issuable under
the Share Bonus Plan component of the Plan; |
|
|
(iii) |
|
an amendment to the limitations on the maximum number of Shares that may be
reserved for issuance, or issued, to Insiders under the Plan; |
|
|
(iv) |
|
an amendment that would reduce the exercise price, or extend the expiry date,
of an outstanding Option granted to an Insider under the Plan; or |
|
|
(v) |
|
an amendment to the amending provisions under the Plan. |
Except for those foregoing matters requiring shareholder approval, the Board has the power to
amend, suspend or terminate the Plan and awards made thereunder.
Share Issuance Limits
The aggregate maximum number of Common Shares which the Corporation may, from time to time, issue
or reserve for issuance under the Plan is 37,000,000 Common Shares. The aggregate number of Common
Shares which the Corporation may at any time reserve for issuance under the Plan to any one person
may not exceed five per cent (5%), and to Insiders under the Plan may not exceed ten per cent
(10%), of the issued and outstanding Common Shares at such time. The aggregate number of Common
Shares that may be issued within any one-year period to Insiders under the Plan shall not exceed
ten per cent (10%), and to any one Insider and his or her Associates under the Plan may not exceed
five per cent (5%), of the issued and outstanding Common Shares at such time.
Securities Issued and Unissued under the Plan
There are currently 375,118,741 Common Shares of the Corporation issued and outstanding. Since the
date of inception of the Plan on June 26, 1996, the 37,000,000 Common Shares authorized for
issuance under the Plan have been issued or reserved for issuance as follows:
- 41 -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of Issued |
|
|
|
|
|
|
and |
|
|
|
|
|
|
Outstanding |
|
|
|
|
|
|
Common |
|
|
Number of Common Shares |
|
Shares |
Common Shares previously issued
upon exercise of options under
Option Plan |
|
|
15,533,352 |
|
|
|
4.14 |
% |
|
|
|
|
|
|
|
|
|
Common Shares reserved for future
issuance pursuant to unexercised
options under Option Plan |
|
|
14,584,400 |
|
|
|
3.89 |
% |
|
|
|
|
|
|
|
|
|
Common Shares previously issued
pursuant to Purchase Plan |
|
|
630,949 |
|
|
|
0.17 |
% |
|
|
|
|
|
|
|
|
|
Common Shares previously issued
pursuant to Bonus Plan |
|
|
883,861 |
|
|
|
0.24 |
% |
|
|
|
|
|
|
|
|
|
Unissued Common Shares available
for future awards under Bonus
Plan (1) |
|
|
1,985,190 |
|
|
|
0.53 |
% |
|
|
|
|
|
|
|
|
|
Unissued Common Shares available
for future option grants under
Option Plan and purchases under
Purchase Plan (1) |
|
|
3,382,248 |
|
|
|
0.90 |
% |
|
|
|
|
|
|
|
|
|
Maximum number of Common Shares
available for issuance |
|
|
37,000,000 |
|
|
|
9.86 |
% |
|
|
|
(1) |
|
Unissued Bonus Plan shares are also available for future option grants under the Option Plan
and purchases under the Purchase Plan. Any shares so granted cease to be available for issuance
under the Bonus Plan. |
There are no entitlements to Common Shares under the Plan which are subject to ratification by
shareholders.
CORPORATE GOVERNANCE
The Board of Directors considers good corporate governance practices as an important factor in the
continued and long term success of the Corporation by helping to maximize shareholder value over
time.
Until June 30, 2005, the rules and policies of the TSX required corporations listed on the TSX to
disclose their corporate governance practices with reference to a series of guidelines adopted by
the TSX for effective corporate governance (the TSX Guidelines).
Following the enactment in the United States of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley
Act), the TSX initiated a review of its proposed standards in light of new U.S. legislation and
published for public comment proposed amendments to the TSX Guidelines. However, in September 2003
the TSX announced that it would be
- 42 -
relinquishing responsibility for setting corporate governance standards to Canadian securities
regulators.
In January 2004, the Canadian Securities Administrators (the CSA) announced new rules governing
(among other things) the independence, competence and responsibility of audit committees, which
rules are substantially similar to those adopted in the United States. These rules are set out in
Multilateral Instrument 52-110 (the CSA Audit Committee Rules) and came into force on March 30,
2004. In April 2005, the CSA announced amendments to the CSA Audit Committee Rules designed to
ensure the consistency of the definition of independence with that of the New York Stock
Exchanges listing standards. These amendments took effect as of June 30, 2005.
The CSA Audit Committee Rules (with which the Corporation is in compliance) require:
|
|
|
a minimum three-member audit committee comprised solely of independent directors; |
|
|
|
|
an audit committee charter that specifies certain specific audit committee
responsibilities and authority, including, among other things: |
|
|
|
the pre-approval of all audit services and permissible non-audit
services; and |
|
|
|
|
the sole authority to appoint, determine funding for and oversee the
outside auditors. |
The CSA also announced, in April 2005, the adoption of Multilateral Policy 58-201 and Multilateral
Instrument 58-101 (collectively, the CSA Corporate Governance Disclosure Requirements), which
took effect as of June 30, 2005. The CSA Corporate Governance Disclosure Requirements replaced the
TSX Guidelines and apply to the Corporations disclosure of its corporate governance practices for
the year ended December 31, 2007. These requirements are substantially consistent with the revised
corporate governance listing standards of the New York Stock Exchange. The CSA Corporate Governance
Disclosure Requirements require the Corporation to make certain prescribed disclosures respecting
its particular corporate governance practices and recommend a series of non-prescriptive corporate
governance guidelines (the CSA Corporate Governance Guidelines) that Canadian public companies
are encouraged to consider in developing their own corporate governance practices.
The Board of Directors has implemented several changes in its corporate governance procedures to
reflect applicable Canadian and U.S. governance guidelines. As part of those changes the Board:
|
(i) |
|
approved and adopted a new mandate for the Board; |
|
|
(ii) |
|
appointed an independent director as lead director, with specific
responsibility for maintaining the independence of the Board and ensuring the Board
carries out its responsibilities contemplated by applicable statutory and regulatory
requirements and stock exchange listing standards; |
|
|
(iii) |
|
appointed a Corporate Governance and Nominating Committee consisting solely
of independent directors; |
- 43 -
|
(iv) |
|
changed the membership of the Compensation and Benefits Committee to consist
solely of independent directors instead of a majority of independent directors; |
|
|
(v) |
|
approved charters for each of the Corporations Board committees, being the
Audit Committee, the Compensation and Benefits Committee and the Corporate Governance
and Nominating Committee, formalizing the mandates of those committees; |
|
|
(vi) |
|
established a management Disclosure Committee for the Corporation, with the
mandate to oversee the Corporations disclosure practices; |
|
|
(vii) |
|
formalized the Corporations Corporate Disclosure, Confidentiality and
Securities Trading Policy, and Disclosure Controls and Procedures; |
|
|
(viii) |
|
instituted regular meetings of non-management Directors by teleconference between
regularly scheduled Board meetings; |
|
|
(ix) |
|
published and updated a Statement of Values and Responsibilities; |
|
|
(x) |
|
adopted a formal Code of Business Conduct and Ethics for the Corporation that
governs the behaviour of directors, officers and employees; |
|
|
(xi) |
|
adopted formalized written position descriptions for the Chairman, Lead
Director, chair of each Board committee. CEO and CFO, clearly defining their
respective roles and responsibilities; |
|
|
(xii) |
|
adopted a whistleblower policy administered by an independent third party; |
|
|
(xiii) |
|
formalized a process for assessing the effectiveness of the Board as a whole, the
committees of the Board and the contribution of individual directors, on a regular
basis; and |
|
|
(xiv) |
|
adopted a new model for executive compensation for the Corporation. |
The Corporation is engaged in an ongoing review of its corporate governance practices against the
CSA Corporate Governance Guidelines. The Board intends to consider additional changes to its
corporate governance practices with a view to furthering its adherence to the CSA Corporate
Governance Guidelines.
The Corporations Common Shares are listed on the New York Stock Exchange (NYSE) and quoted on
the NASDAQ Stock Market (NASDAQ) and the Corporation is subject to applicable provisions of U.S.
securities laws and regulations relating to corporate governance, which have been the subject of
sweeping changes in recent years. Both as part of the Sarbanes-Oxley Act and independently, the
SEC has enacted a number of new regulations relating to corporate governance standards for U.S.
listed companies. In addition, the NYSE and NASDAQ have implemented numerous rule changes (the
NYSE Corporate Governance Rules and the NASDAQ Corporate Governance Rules, respectively) that
revise the corporate governance standards for NYSE and NASDAQ-listed companies.
- 44 -
THE CSA Audit Committee Rules, the CSA Corporate Governance Guidelines, the NYSE Corporate
Governance Rules, and the NASDAQ Corporate Governance Rules address, among other things, the
composition and independence of Boards of directors and Board committees. The CSA Corporate
Governance Guidelines are recommendations only and reflect a best practice standard to which
Canadian public companies are encouraged to adhere. For example, the CSA Corporate Governance
Guidelines recommend that a Board should be comprised of a majority of independent directors. On
the other hand, the NYSE Corporate Governance Rules and the NASDAQ Corporate Governance Rules are
prescriptive and require that the Board of a NYSE or NASDAQ-listed company be comprised of a
majority of independent directors.
Each of the Sarbanes-Oxley Act, the NYSE Corporate Governance Rules, the NASDAQ Corporate
Governance Rules and the CSA Corporate Governance Guidelines define independence in a slightly
different way. Although a finding of independence remains a matter of judgment and perception
based on a particular directors circumstances, the Sarbanes-Oxley Act, the NYSE Corporate
Governance Rules, the NASDAQ Corporate Governance Rules and the CSA Corporate Governance Guidelines
prescribe certain per se bars to a finding of independence. In addition, there is a heightened
independence requirement for members of audit committees under the Sarbanes-Oxley Act, the NYSE
Corporate Governance Rules, the NASDAQ Corporate Governance Rules and the CSA Audit Committee
Rules. Unlike the CSA Corporate Governance Guidelines, compliance with the requirements of the CSA
Audit Committee Rules relating to the composition of audit committees and the heightened standard
of independence for audit committee members is mandatory.
Subject to certain exceptions, including the requirement pertaining to the composition and
independence of audit committees, foreign private issuers, like the Corporation, are exempt from
any requirement of the NASDAQ Corporate Governance Rules and the NYSE Corporate Governance Rules
which is contrary to a law, rule or regulation of any public authority exercising jurisdiction over
such issuer or contrary to generally accepted business practices in the issuers country of
domicile. The Corporation believes that it is in full compliance with all of the applicable
requirements of the CSA Audit Committee Rules and all requirements of the Sarbanes-Oxley Act, the
NASDAQ Corporate Governance Rules and the NYSE Corporate Governance Rules applicable to foreign
private issuers for which no exemption is available. The Corporation also believes that most, but
not all, of its corporate governance practices are consistent with the CSA Corporate Governance
Guidelines. The Corporation intends to continue its efforts to improve its corporate governance
practices in order to make them wholly consistent with the CSA Corporate Governance Guidelines.
Board Composition
The CSA Corporate Governance Guidelines recommend that a majority of the directors of a corporation
be independent directors. Under the CSA Corporate Governance Guidelines, the applicable provisions
of the NYSE Corporate Governance Rules and the NASDAQ Corporate Governance Rules, an independent
director is a director who has no direct or indirect material relationship with the Corporation,
including as a partner, shareholder or officer of an organization that has a relationship with the
Corporation. A material relationship is one that would, or in the view of the Board of Directors
could, be reasonably expected to interfere with the exercise of a Directors independent judgment.
- 45 -
A total of eleven persons have been nominated for election as directors at the Meeting. The Board
has determined that if all such nominees are elected, the Board will consist of six independent
directors (as defined in the CSA Corporate Governance Guidelines, the NYSE Corporate Governance
Rules and the NASDAQ Corporate Governance Rules) and five non-independent directors, as follows:
|
|
|
Independent Director |
|
Non-independent |
Nominees |
|
Director Nominees |
David Huberman
|
|
Robert Friedland1 |
|
David Korbin
|
|
John Macken1 |
|
Markus Faber
|
|
Peter Meredith1 |
|
Robert Hanson
|
|
Bret Clayton2 |
|
Kjeld Thygesen
|
|
Edward Flood3 |
|
Howard Balloch |
|
|
|
|
|
(1) |
|
Each of Messrs. Friedland, Macken and Meredith are non-independent director nominees in
their capacities as senior officers or former senior officers of the Corporation and/or one or
more of its subsidiaries and members or former members of management. |
|
(2) |
|
Mr. Clayton, an executive officer of Rio Tinto Group, is considered to be a non-independent
director nominee as a result of the material relationship between the Corporation and the Rio
Tinto Group. |
|
(3) |
|
Mr. Flood resigned as Deputy Chairman on February 14, 2007. |
The Chairman of the Corporation holds approximately 26.91% and Rio Tinto holds approximately 9.89%
of the Corporations voting securities as of the date of this Management Proxy Circular. The Board
has determined that the Corporation currently has six of eleven directors in David Huberman, Markus
Faber, Robert Hanson, Kjeld Thygesen, Howard Balloch and David Korbin, all of whom are nominees of
management for re-election as Directors at the Meeting, and Mr. John Weatherall, who is retiring as
a Director at the Meeting, who are independent as defined in the CSA Corporate Governance
Guidelines, the NYSE Corporate Governance Rules and the NASDAQ Corporate Governance Rules of each
of the Chairman of the Corporation and Rio Tinto. The Board believes that it includes a majority
of directors who do not have an interest in or relationships with either the Corporation or its
principal shareholders and which fairly reflects the investment in the Corporation by shareholders
other than the principal shareholders.
The directors of the Corporation are satisfied with the size and composition of the Board and
believe that the current Board composition results in a balanced representation on the Board of
Directors among management, non-management directors, and the Corporations major shareholder.
While the Board functions effectively given the Corporations stage of development and the size and
complexity of its business, the Board, through its Corporate Governance and Nominating Committee,
will continue to seek qualified candidates to augment its experience and expertise and to enhance
the Corporations ability to effectively develop its business interests.
Mandate of the Board
Under the YBCA, the directors of the Corporation are required to manage the Corporations business
and affairs, and in doing so to act honestly and in good faith with a view to the best interests of
the Corporation. In addition, each director must exercise the care, diligence and skill that a
reasonably prudent person would exercise in comparable circumstances.
- 46 -
The Board of Directors is responsible for supervising the conduct of the Corporations affairs and
the management of its business. The Boards mandate includes setting long term goals and
objectives for the Corporation, formulating the plans and strategies necessary to achieve those
objectives and supervising senior management in their implementation. Although the Board delegates
the responsibility for managing the day to day affairs of the Corporation to senior management
personnel, the Board retains a supervisory role in respect of, and ultimate responsibility for, all
matters relating to the Corporation and its business.
The Boards mandate requires that the Board be satisfied that the Corporations senior management
will manage the affairs of the Corporation in the best interest of the shareholders, in accordance
with the Corporations principles, and that the arrangements made for the management of the
Corporations business and affairs are consistent with their duties described above. The Board is
responsible for protecting shareholder interests and ensuring that the incentives of the
shareholders and of management are aligned. The obligation of the Board must be performed
continuously, and not merely from time to time, and in times of crisis or emergency the Board may
have to assume a more direct role in managing the affairs of the Corporation.
In discharging this responsibility, the Boards mandate provides that the Board oversees and
monitors significant corporate plans and strategic initiatives. The Boards strategic planning
process includes annual budget reviews and approvals, and discussions with management relating to
strategic and budgetary issues. At least one Board meeting per year is to be devoted to a
comprehensive review of strategic corporate plans proposed by management.
As part of its ongoing review of business operations, at each Board meeting the Board reviews the
principal risks inherent in the Corporations business, including financial risks, through periodic
reports from management of such risks, and assesses the systems established to manage those risks.
Directly and through the Audit Committee, the Board also assesses the integrity of internal control
over financial reporting and management information systems.
In addition to those matters that must, by law, be approved by the Board, the Board is required
under its mandate to approve annual operating and capital budgets, any material dispositions,
acquisitions and investments outside of the ordinary course of business or not provided for in the
approved budgets, long-term strategy, organizational development plans and the appointment of
senior executive officers. Management is authorized to act, without Board approval, on all
ordinary course matters relating to the Corporations business.
The mandate provides that the Board also expects management to provide the directors, on a timely
basis, with information concerning the business and affairs of the Corporation, including financial
and operating information and information concerning industry developments as they occur, all with
a view to enabling the Board to discharge its stewardship obligations effectively. The Board
expects management to efficiently implement its strategic plans for the Corporation, to keep the
Board fully apprised of its progress in doing so and to be fully accountable to the Board in
respect to all matters for which it has been assigned responsibility.
The Board has instructed management to maintain procedures to monitor and promptly address
shareholder concerns and has directed and will continue to direct management to apprise the Board
of any major concerns expressed by shareholders.
- 47 -
Each Committee of the Board is empowered to engage external advisors as it sees fit. Any
individual director is entitled to engage an outside advisor at the expense of the Corporation
provided such director has obtained the approval of the Corporate Governance and Nominating
Committee to do so.
The Board has adopted a strategic planning process which involves, among other things, the
following:
(a) |
|
at least one meeting per year will be devoted substantially to review of strategic plans that
are proposed by management; |
(b) |
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meetings of the Board, at least quarterly, to discuss strategic planning issues, with and
without members of management; |
(c) |
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the Board reviews and assists management in forming short and long term objectives of the
Corporation on an ongoing basis;
and |
(d) |
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the Board also maintains oversight of managements strategic planning initiatives through
annual and quarterly budget reviews and approvals. The strategic planning process adopted by
the Board takes into account, among other things, the opportunities and risks of the business. |
In order to ensure that the principal business risks borne by the Corporation are identified and
appropriately managed, the Board receives periodic reports from management of the Corporations
assessment and management of such risks. In conjunction with its review of operations which takes
place at each Board meeting, the Board considers risk issues and approves corporate policies
addressing the management of the risk of the Corporations business.
The Board takes ultimate responsibility for the appointment and monitoring of the Corporations
senior management. The Board approves the appointment of senior management and reviews their
performance on an ongoing basis.
The Corporation has a disclosure policy addressing, among other things, how the Corporation
interacts with analysts and the public, and contains measures for the Corporation to avoid
selective disclosure. The Corporation has a Disclosure Committee responsible for overseeing the
Corporations disclosure practices. This committee consists of the Chief Executive Officer, the
Chief Financial Officer, the Corporate Secretary and senior Corporate Communications and Investor
Relations Department personnel, and receives advice from the Corporations outside legal counsel.
The Disclosure Committee assesses materiality and determines when developments justify public
disclosure. The committee will review the disclosure policy annually and as otherwise needed to
ensure compliance with regulatory requirements. The Board reviews and approves the Corporations
material disclosure documents, including its annual report, annual information form and management
proxy circular. The Corporations annual and quarterly financial statements, Managements
Discussion and Analysis and other financial disclosure is reviewed by the Audit Committee and
recommended to the Board prior to its release.
Meetings of the Board
The Board holds regular annual and quarterly meetings. Between the quarterly meetings, the Board
meets as required, generally by means of telephone conferencing facilities. As part of the annual
and quarterly meetings, the independent directors also have the opportunity to meet separate from
management. Between each regularly
- 48 -
scheduled Board meeting, a meeting of non-management Directors, chaired by the Lead Director, is
held by teleconference to update the Directors on corporate developments since the last Board
meeting. Management also communicates informally with members of the Board on a regular basis, and
solicits the advice of the Board members on matters falling within their special knowledge or
experience.
Board Committees
The Corporation has an Audit Committee, Compensation and Benefits Committee, Corporate Governance
and Nominating Committee, Currency Advisory Committee and an Executive Committee.
Audit Committee
The mandate of the Audit Committee is to oversee the Corporations financial reporting obligations,
systems and disclosure, including monitoring the integrity of the Corporations financial
statements, monitoring the independence and performance of the Corporations external auditors and
acting as a liaison between the Board and the Corporations auditors. The activities of the Audit
Committee typically include reviewing interim financial statements and annual financial statements,
management discussion and analysis and earnings press releases before they are publicly disclosed,
ensuring that internal controls over accounting and financial systems are maintained and that
accurate financial information is disseminated to shareholders. Other responsibilities include
reviewing the results of internal and external audits and any change in accounting procedures or
policies, and evaluating the performance of the Corporations auditors. The Audit Committee
communicates directly with the Corporations external auditors in order to discuss audit and
related matters whenever appropriate.
The Audit Committee currently consists of Messrs. Korbin (Chair), Thygesen and Faber, all of whom
are nominees of management for re-election as Directors at the Meeting, and Mr. John Weatherall,
who is retiring as a Director at the Meeting. The CSA Audit Committee Rules provide for audit
committees to consist solely of independent directors. All of Messrs. Korbin, Thygesen and Faber,
and Mr. Weatherall, are independent directors for the purposes of the CSA Audit Committee Rules,
the NYSE Corporate Governance Rules and the NASDAQ Corporate Governance Rules, having regard to the
heightened independence requirements applicable to audit committee members.
The Board has determined that all members of the Audit Committee are financially literate since
each member has the ability to read and understand a set of financial statements that present a
breadth and level of complexity of accounting issues that are generally comparable to the breadth
and complexity of the issues that can reasonably be expected to be raised by the Corporations
financial statements.
Each of Messrs. Korbin (a nominee of management for re-election as a Director at the Meeting) and
Weatherall (who is retiring as a Director at the Meeting) has been determined by the Board of
Directors to be an Audit Committee Financial Expert, as such term is defined in the U.S. Securities
Exchange Act of 1934, as amended. The Corporation believes that each of Mr. Korbin, a Chartered
Accountant with over 30 years experience as an auditor with a major accounting firm and Mr.
Weatherall, a Chartered Financial Analyst, with over 40 years experience as an investment analyst,
who also has experience as a portfolio manager, are qualified to be an Audit Committee Financial
Expert.
- 49 -
The Corporation has adopted an Audit Committee charter which codifies the mandate of the Audit
Committee to, and specifically defines its relationship with, and expectations of, the external
auditors, including the establishment of the independence of the external auditor and the approval
of any non-audit mandates of the external auditor; the engagement, evaluation, remuneration and
termination of the external auditor; its relationship with, and expectations of, the internal
auditor function and its oversight of internal control; and the disclosure of financial and related
information. The Board will review and reassess the adequacy of the Audit Committee charter on an
annual basis.
The Audit Committee has regular access to the Chief Financial Officer of the Corporation. The
external auditors regularly attend all meetings of the Audit Committee. At each meeting of the
Audit Committee, a portion of the meeting is set aside to discuss matters with the external
auditors without management being present. In addition, the Audit Committee has the authority to
call a meeting with the external auditors without management being present, at the Committees
discretion. Additional information regarding the Audit Committee is located in the Directors and
Officers section of the Corporations Annual Information Form.
Compensation and Benefits Committee
The role of the Compensation and Benefits Committee is primarily to review the adequacy and form of
compensation of senior management and the directors with such compensation realistically reflecting
the responsibilities and risks of such positions, to administer the Corporations Employees and
Directors Equity Incentive Plan, to determine the recipients of, and the nature and size of share
compensation awards granted from time to time, to determine the remuneration of executive officers
and to determine any bonuses to be awarded.
The Compensation and Benefits Committee currently consists of Messrs. Huberman (Chair), Thygesen,
Hanson, Korbin and Balloch. Each member of the committee qualifies as an independent director
for the purposes of the CSA Corporate Governance Guidelines, the NYSE Corporate Governance Rules
and the NASDAQ Corporate Governance Rules.
Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee is responsible for making recommendations to the
Board with respect to developments in the area of corporate governance and the practices of the
Board. The Corporate Governance and Nominating Committee has expressly assumed responsibility for
developing the Corporations approach to governance issues. The Committee is also responsible for
reporting to the Board with respect to appropriate candidates for nominations to the Board, for
overseeing the execution of an assessment process appropriate for the Board and its committees and
for evaluating the performance and effectiveness of the Board and its committees.
The Corporate Governance and Nominating Committee of the Board currently consists of Messrs.
Huberman, Hanson, Thygesen, Faber, Korbin and Balloch, all of whom are nominees of management for
re-election as Directors at the Meeting, and Mr. John Weatherall, who is retiring as a Director at
the Meeting. Mr. Huberman is Chair of the Committee, in addition to being the Corporations Lead
Director. Each member of the Committee qualifies as an independent director for the purposes of
the CSA Corporate
- 50 -
Governance Guidelines, the NYSE Corporate Governance Rules and the NASDAQ Corporate Governance
Rules.
Executive Committee
The Executive Committee was created by the Board to meet as required, between meetings of the full
Board, to approve expenditures of up to U.S.$10,000,000. It currently consists of Messrs.
Friedland, Meredith, Macken and Huberman.
Code of Business Conduct and Ethics
The Corporation has adopted a Code of Business Conduct and Ethics applicable to all employees,
consultants, officers and directors regardless of their position in the organization, at all times
and everywhere the Corporation does business. The Code of Business Conduct and Ethics provides that
the Corporations employees, consultants, officers and directors will uphold its commitment to a
culture of honesty, integrity and accountability and the Corporation requires the highest standards
of professional and ethical conduct from its employees, consultants, officers and directors. A
number of housekeeping amendments to the Code were made in 2007 to clarify consulting and reporting
procedures and to recognize the Corporations whistleblower mechanism. A copy of the Corporations
Code of Business Conduct and Ethics, as amended, has been filed on SEDAR and is available on the
Corporations website (www.ivanhoemines.com). A copy may also be obtained, without charge, by
request to the Corporate Secretary, 654 999 Canada Place, Vancouver, British Columbia, Canada V6C
3E1, telephone to (604) 688-5755.
CSA Corporate Governance Guidelines
The Corporations statement of corporate governance practices with reference to each of the CSA
Corporate Governance Guidelines is set out in Schedule A to this Management Proxy Circular.
OTHER BUSINESS
Management of the Corporation is not aware of any matter to come before the Meeting other than the
matters referred to in the Notice of the Meeting.
DIRECTORS APPROVAL
The contents of this Management Proxy Circular and its distribution to shareholders have been
approved by the Board of Directors of the Corporation.
- 51 -
ADDITIONAL INFORMATION
Copies of the Corporations Annual Information Form, annual financial statements, and Management
Discussion and Analysis for its most recently completed financial year filed pursuant to applicable
Canadian provincial securities laws are available free of charge on or through the Corporations
website at www.ivanhoe-mines.com or through the System for Electronic Document Analysis and
Retrieval (SEDAR) at www.sedar.com. Finally, securityholders may contact the Corporation directly
to receive copies of, such filings, without charge, upon written or oral request to Beverly A.
Bartlett, Vice President and Corporate Secretary, Suite 654-999 Canada Place, Vancouver, British
Columbia, V6C 3E1, or by telephone at (604) 688-5755.
DATED at Vancouver, British Columbia, as of the 28th day of March, 2008.
BY ORDER OF THE BOARD
BEVERLY A. BARTLETT
VICE PRESIDENT AND CORPORATE SECRETARY
- 52 -
SCHEDULE A
STATEMENT OF CORPORATE GOVERNANCE PRACTICES
Effective June 30, 2005, the Canadian Securities Administrators adopted National Instrument
58-101 (NI 58-101) and the associated National Policy 58-201 (NP 58-201) which require the
Corporation to disclose its corporate governance practices. These new rules replace the former
corporate governance guidelines of the TSX.
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CORPORATE GOVERNANCE DISCLOSURE REQUIREMENT(1) |
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COMMENTS |
1.
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Board of Directors (the
Board)
(a) Disclose the identity of directors
who are independent.
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The Board has reviewed the independence of
each Director
on the basis of the definitions
in section 1.4 of MI 52-110, as amended, and
the applicable provisions of the NYSE
Corporate Governance Rules and the NASDAQ
Corporate Governance Rules. A Director is
independent if he or she has no direct or
indirect material relationship with the
Corporation, including as a partner,
shareholder or officer of an organization
that has a relationship with the Corporation.
A material relationship is one that would,
or in the view of the Board could, be
reasonably expected to interfere with the
exercise of a Directors independent
judgment. The Board has determined, after
reviewing the roles and relationships of each
of the Directors, that 55% (six out of 11) of
the nominees proposed by management for
election to the Board are independent from
the Corporation. The following nominees have
been affirmatively determined to be
independent by the Board: |
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David Huberman |
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David Korbin |
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Markus Faber |
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Robert Hanson |
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Kjeld Thygesen |
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Howard Balloch |
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This determination was made on the basis that: |
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(a) they (and their immediate family members)
are not and have not been within the last
three years an employee or executive officer
of the Corporation; |
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(b) they (and their spouse, minor child or
step child) are not and have not been within
the last three years a partner or employee of
the Corporations external auditors firm; |
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(c) they (and their immediate family members)
are not and have not been within the last
three years an executive officer of an entity
of which the Corporations executives served
on that entitys compensation committee; |
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(d) they (and their immediate family members)
did not receive more than U.S.$60,000 in
direct compensation from the Corporation
(exclusive of any remuneration received for
acting as a Board or Committee member) during
any 12 month period during the last three
years; |
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(e) they and their immediate family members
are not a current executive officer of a
company that has made payments to, or
received payments from, the Corporation for
property or services in an |
- A1-
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CORPORATE GOVERNANCE DISCLOSURE REQUIREMENT(1) |
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COMMENTS |
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amount which, in any of the last three fiscal years, exceeds
the greater of U.S.$1 million or 2% of such
other companys consolidated gross revenues;
and |
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(f) they are not a partner in, or a
continuing shareholder or executive officer
of any for-profit business organization to
which the Corporation made, or from which the
Corporation received payments (other than
those arising solely from investments in the
Corporations securities) that exceed 5% of
the Corporations or business organizations
consolidated gross revenues for that year, or
U.S.$200,000, whichever is more, in any of
the past three years. |
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(b) Disclose the identity of directors who are not
independent, and describe the basis for that
determination.
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The Board and Corporate Governance and
Nominating Committee have determined, after
reviewing the roles and relationships of each
of the Directors, that the following five out
of 11 nominees proposed by management for
election to the Board are not independent
from the Corporation as defined in the CSA
Corporate Governance Guidelines, the NYSE
Corporate Governance Rules and the NASDAQ
Corporate Governance Rules: |
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Robert M. Friedland: Executive Chairman |
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Peter G. Meredith: Deputy Chairman |
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John Macken: President and CEO |
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R. Edward Flood |
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Bret Clayton |
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Messrs. Friedland, Meredith and Macken, as
senior officers of the Corporation and/or one
or more of its subsidiaries and members of
management, are considered to be
non-independent directors. |
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Mr. Flood, was a member of management until
February 15, 2007, and is also considered to
be a non-independent director. |
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In the case of Mr. Bret Clayton, the Board
noted his position as an executive officer of
the Rio Tinto Group (Rio Tinto) and
considered the relationship between Rio Tinto
and the Corporation resulting from Rio
Tintos significant investment in the
Corporation, the terms and conditions of the
investment agreement between Rio Tinto and
the Corporation and the shareholders
agreement between Rio Tinto and Mr. Robert
Friedland, Executive Chairman of the
Corporation, each dated October 18, 2006, and
the interim funding arrangement between Rio
Tinto and the Corporation dated October 24,
2007. The Board concluded that such
relationship was a material relationship
within the meaning of the applicable
provisions of the CSA Corporate Governance
Guidelines, the NYSE Corporate Governance
Rules and the NASDAQ Corporate Governance
Rules, and accordingly considers Mr. Clayton
to be a non-independent nominee director. |
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(c) Disclose whether or not a majority of the directors
are independent. If a majority of directors are not
independent, describe what the Board of Directors does to
facilitate its exercise of independent judgment in
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55% or six of the 11 nominees proposed by
management for election to the Board are
independent directors as defined in the CSA
Corporate Governance Guidelines, the NYSE |
- A2 -
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CORPORATE GOVERNANCE DISCLOSURE REQUIREMENT(1) |
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COMMENTS |
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carrying out its responsibilities.
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Corporate Governance Rules and the NASDAQ
Corporate Governance Rules. |
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The directors of the Corporation have
reviewed the size of the Board and believe
that the current Board size and composition
results in a balanced representation on the
Board among management, non-management
directors and the Corporations major
shareholders. While the Board functions
effectively, given the Corporations stage of
development and the size and complexity of
its business, the Board, through its
Corporate Governance and Nominating
Committee, will continue to seek additional
qualified candidates to augment its
experience and expertise and to enhance the
Corporations ability to effectively develop
its business interests. In so doing, the
Corporate Governance and Nominating Committee
will seek candidates that meet all Canadian,
U.S. and other standards of independence
applicable to the Corporation. The Corporate
Governance and Nominating Committee will
continue to examine the size and composition
of the Board and recommend adjustments from
time to time to ensure that the Board
continues to be of a size that facilitates
effective decision-making. There are
currently 12 Directors on the Board. Eleven
nominees have been proposed by management for
election as Directors at the Meeting. The
maximum number permitted under the
Corporations articles of incorporation is
12. |
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(d) If a director is presently a director of
any other issuer that is a reporting issuer (or the equivalent)
in a jurisdiction or a foreign jurisdiction, identify both the
director and the other issuer.
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All directorships with other public entities
for each of the nominees are set out next to
the individuals name under the heading
Election of Directors Management Nominees
in this Circular. |
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(e) Disclose whether or not the independent
directors hold regularly scheduled meetings at which
members of management are not in attendance. If the
independent directors hold such meetings, disclose the number
meetings held since the beginning of the issuers most
of recently completed financial year. If the independent
directors do not hold such meetings, describe what the
Board does to facilitate open and candid discussion among
its independent directors.
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The Board sets aside a portion of each
regularly scheduled meeting to discuss any
issues without management Directors being
present. In addition, all committees meet
without management being present unless the
committee specifically requests the presence
of one or more such persons.
The Corporate Governance and Nominating
Committee, in particular, provides a forum
without management being present to receive
any expression of concern from a director,
including a concern regarding the
independence of the Board from management. |
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There were five such Board meetings and four
such meetings of each of the Corporate
Governance and Nominating, Audit and
Compensation and Benefits Committees held in
2007. |
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In addition, between each regularly scheduled
Board meeting, a meeting of non-management
Directors, chaired by the Lead Director, is
held by teleconference to update the
non-management Directors on developments
since the last Board meeting. Seven such
meetings were held in 2007. Mr. Peter
Meredith, Deputy Chairman of the Corporation,
has periodically been invited to attend these
meetings in order to brief the non-management
Directors on recent developments. |
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The results of discussions of all Board
committees, and of the meetings of
non-management Directors, are |
- A3 -
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CORPORATE GOVERNANCE DISCLOSURE REQUIREMENT(1) |
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COMMENTS |
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communicated to
the rest of the Board at its next scheduled
meeting, or more promptly, if required, by
the committee Chairs to the other Directors
and members of management. |
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(f) Disclose whether or not the chair of the Board
is an independent director. If the Board has a chair or lead
director who is an independent director, disclose the
identity of the independent chair or lead director, and
describe his or her role and responsibilities. If the
Board has neither a chair that is independent nor a lead
director that is independent, describe what the Board does
to provide leadership for its independent directors.
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Mr. Friedland currently serves as Chairman of
the Board of Directors. The Board is of the
view that appropriate structures and
procedures are in place to allow the Board to
function independently of management while
continuing to provide the Corporation with
the benefit of having a Chairman of the Board
with extensive experience and knowledge of
the Corporations business. |
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The Board has created the position of lead
director, with specific responsibility for
maintaining the independence of the Board and
ensuring that the Board carries out its
responsibilities. Mr. Huberman, who also
serves as chair of the Corporate Governance
and Nominating Committee and the Compensation
and Benefits Committee, has served as the
Corporations Lead Director since 2003. Mr.
Huberman does not serve in a similar capacity
with any other corporation. |
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(g) Disclose the attendance record of each
director for all Board meetings held since the beginning
of the issuers most recently completed financial
year.
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The Board held five meetings in the 2007
financial year and the Corporate Governance
and Nominating Committee, the Audit Committee
and the Compensation and Benefits Committee
each met four times during the year. A
record of attendance by Director(s) at
meetings of the Board and its Committees as
well as the number of Board and Board
Committee meetings held during the financial
year ended December 31, 2007, is set out next
to each individuals name under the heading
Election of Directors Management Nominees
in this Circular. |
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2. Board Mandate
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The Board has assumed
responsibility for the stewardship of the Corporation and has
adopted a formal mandate as described in this
Circular under the heading Corporate
Governance Mandate of the Board, setting
out its stewardship responsibilities.
The mandate of the Board is available on the
Corporations website
(www.ivanhoe-mines.com). A copy may also be
obtained upon request to the Vice President
and Corporate Secretary of the Corporation,
654 999 Canada Place, Vancouver, British
Columbia V6C 3E1, telephone (604) 688-5755.
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Disclose the text of the Boards written mandate.
If the Board does not have a written mandate, describe how
the Board delineates its role and responsibilities.
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3. Position Descriptions
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The Board has developed
written position descriptions for the Chairman, Lead Director,
the chair of each Board committee, CEO and
CFO, clearly defining their respective roles
and responsibilities. Such position
descriptions were reviewed by the Corporate
Governance and Nominating Committee and
approved by the Board and are subject to
annual review by the Corporate Governance and
Nominating Committee. |
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(a) Disclose whether or not the Board has developed
written position descriptions for the chair and the chair
of each Board committee. If the Board has not developed
written position descriptions for the chair and/or the
chair of each Board committee, briefly describe how the
Board delineates the role and responsibilities of each
such position.
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(b) Disclose whether or not the Board and CEO have
developed a written position description for the CEO. If
the Board and CEO have not developed such a position
description, briefly describe how the Board delineates the
role and responsibilities of the CEO. |
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- A4 -
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CORPORATE GOVERNANCE DISCLOSURE REQUIREMENT(1) |
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COMMENTS |
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4. Orientation and Continuing Education |
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The Corporation takes steps to
ensure that prospective directors fully understand the
role of the Board and its committees and the contribution individual directors are
expected to make, including in particular the
commitment of time and energy that the
Corporation expects of its directors. New
directors are provided with a comprehensive
information package, including pertinent
corporate documents and a directors manual
containing information on the duties,
responsibilities and liabilities of
directors. New directors are also briefed by
management as to the status of the
Corporations business. Directors are
provided with the opportunity to make site
visits to the Corporations properties. |
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Briefly describe what measures the Board takes to
orient new members regarding: |
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(i) the role of the Board, its committees and its
directors, and |
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(ii) the nature and operation of the issuers
business
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Briefly describe what measures, if any, the Board
takes to provide continuing education for its directors.
If the Board does not provide continuing education,
describe how the Board ensures that its directors
maintain the skill and knowledge necessary to meet
their obligations as directors. |
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Management and outside advisors provide
information and education sessions to the
Board and its committees on a continuing
basis as necessary to keep the directors
up-to-date with the Corporation, its business
and the environment in which it operates as
well as with developments in the
responsibilities of directors, corporate
governance, ethics and compliance. |
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Presentations are made to the Board from time
to time to educate and keep them informed of
changes within the Corporation and of
regulatory and industry requirements and
standards. |
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In addition, Directors are encouraged to take
courses relevant to the Corporation and its
business, particularly with respect to
corporate governance and the mining industry,
at the Corporations expense. Directors are
also encouraged to make site visits to the
Corporations properties. |
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All of the Corporations non-management
Directors are members of Canadas Institute
of Corporate Directors, whose mission is to
foster excellence in directors to strengthen
the governance and performance of Canadian
corporations. Mr. David Huberman, the
Corporations Lead Director, has completed
the Institutes Director Education Program,
which reviews governance expectations and
promotes best practices in the boardroom. |
- A5 -
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5. Ethical Business Conduct
(a) Disclose whether or not the
Board has adopted a written code
for its directors, officers and
employees. If the Board has
adopted a written code:
(i) disclose how a person or
company may obtain a copy of
the code;
(ii) describe how the Board
monitors compliance with its
code, or if the Board does
not monitor compliance,
explain whether and how the
Board satisfies itself
regarding compliance with
its code; and disclose how a
person or company may obtain
a copy of the code;
(iii) provide a
cross-reference to any
material change report filed
since the beginning of the
issuers most recently
completed financial year
that pertains to any conduct
of a director or executive
officer that constitutes a
departure from the code.
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The Corporation has adopted a
Code of Business Conduct and
Ethics applicable to all
employees, consultants, officers
and directors regardless of
their position in the
organization, at all times and
everywhere the Corporation does
business. The Code of Business
Conduct and Ethics provides that
the Corporations employees,
consultants, officers and
directors will uphold its
commitment to a culture of
honesty, integrity and
accountability and the
Corporation requires the highest
standards of professional and
ethical conduct from its
employees, consultants, officers
and directors. A number of
housekeeping amendments to the
Code were made in 2007 to
clarify consulting and reporting
procedures and to recognize the
Corporations whistleblower
mechanism. The Corporations
Code of Business Conduct and
Ethics, as amended, has been
filed on SEDAR and is available
on the Corporations website
(www.ivanhoe-mines.com). A copy
may also be obtained, without
charge, by request to the Vice
President and Corporate
Secretary, 654 999 Canada
Place, Vancouver, British
Columbia, Canada V6C 3E1,
telephone to (604) 688-5755.
All Directors and employees are
provided with a booklet
containing the Corporations
Code of Business Conduct and
Ethics and Corporate Securities
Trading Policy (which has been
translated into other languages
as required for use in the
Corporations international
operations) and are required to
sign a written acknowledgement
confirming that they have
received and reviewed it.
Corporate supervisors and
employees are required to
confirm, on an annual basis,
that they have reviewed the
Corporations Code of Business
Conduct and Ethics as part of
their annual performance
appraisal.
The Corporate Governance and
Nominating Committee monitors
compliance with the Code of
Business Conduct and Ethics and
also ensures that management
encourages and promotes a
culture of ethical business
conduct.
The Board has not granted any
waiver of the Code of Business
Conduct and Ethics in favor of a
Director or executive officer.
Accordingly, no material change
report has been required or
filed.
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(b) Describe any steps the Board
takes to ensure directors exercise
independent judgment in
considering transactions and
agreements in respect of which a
director or executive officer has
a material interest.
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The Corporate Governance and
Nominating Committee monitors
the disclosure of conflicts of
interest to the Board by
Directors and ensures that no
Director will vote or
participate in a discussion on a
matter in respect of which such
Director has a material
interest. Committee Chairs
perform the same function with
respect to meetings of each
Board committee. |
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(c) Describe any other steps the
Board takes to encourage and
promote a culture of ethical
business conduct.
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The Corporation has published a
Statement of Values and
Responsibilities. An updated
Statement was approved by the
Board on March 11, 2008. It has
also developed various corporate
policies including Corporate
Disclosure, Confidentiality and
Securities Trading policies, and
a Whistleblower Policy,
administered by an independent
third party. |
- A6 -
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The Corporation conducts
education programs for its
personnel dealing with matters
of corporate ethics and best
practices.
During 2007 the Corporate
Governance and Nominating
Committee met with the
Corporations CEO and CFO to
discuss corporate ethics and
best practices and were
satisfied that they are a focus
of the CEO, CFO and throughout
the Corporations international
operations.
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6. Nomination of Directors
(a) Describe the process by which
the Board identifies new
candidates for Board nomination.
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The Board has a Corporate
Governance and Nominating
Committee consisting of Messrs.
Huberman, Hanson, Thygesen,
Faber, Korbin and Balloch, all
of whom are nominees of
management for re-election as
Directors at the Meeting, and
Mr. John Weatherall, who is
retiring as a Director at the
Meeting. All members of the
committee are independent
directors under the CSA
Corporate Governance Guidelines,
the NYSE Corporate Governance
Rules and the NASDAQ Corporate
Governance Rules. Mr. Huberman
has been appointed as Chairman
of the committee. The full
Board determines, in light of
the opportunities and risks
facing the Corporation, what
competencies, skills and
personal qualities it should
seek in new Board members in
order to add value to the
Corporation. Based on this
framework, the Corporate
Governance and Nominating
Committee developed a skills
matrix outlining the
Corporations desired complement
of Directors competencies,
skills and characteristics. The
Committee annually assesses the
current competencies and
characteristics represented on
the Board and utilizes the
matrix to determine the Boards
strengths and identify any gaps
that need to be filled. This
analysis assists the Committee
in discharging its
responsibility for approaching
and proposing to the full Board
new nominees to the Board, and
for assessing directors on an
ongoing basis.
The Corporate Governance and
Nominating Committee has been
given the responsibility for
developing an evergreen list of
potential nominees who the
Committee feels would be
appropriate to be asked to join
the Board if, as and when there
are vacancies pending and such
persons are available to do so
and who complement the current
skills matrix. The Committee
receives and reviews
recommendations from Directors
and members of management in
determining whether to add the
names of new candidates to the
list, and has the authority to
hire outside consultants to help
to identify additional qualified
candidates as required.
The Corporation does not have a
shareholder with the ability to
exercise a majority of the votes
for the election of the Board.
However, the Chairman of the
Corporation holds approximately
26.9% of the Corporations
voting securities as at the date
of this Circular and Rio Tinto,
which is entitled to nominate a
qualified individual or
individuals for appointment or
election to the Board in
proportion to its shareholdings
from time to time, holds
approximately 9.89% of the
Corporations voting securities
at such date. The Corporation
has a majority of directors who
do not have an interest in or
relationship with either the |
- A7 -
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Corporation, its Chairman or Rio
Tinto and, which fairly reflects
the investment in the
Corporation by shareholders
other than the Chairman or Rio
Tinto.
The Board seeks to achieve a
greater representation of
independent directors and has
determined to continue to seek,
through its Corporate Governance
and Nominating Committee,
additional qualified candidates
to augment its experience and
expertise and to enhance the
Corporations ability to
effectively develop its business
interests. In so doing, the
Corporate Governance and
Nominating Committee will seek
candidates that meet all
Canadian, U.S. and other
standards of independence
applicable to the Corporation.
The charter of the Corporate
Governance and Nominating
Committee is available on the
Corporations website
(www.ivanhoe-mines.com). A copy
may also be obtained upon
request to the Corporate
Secretary, 654 999 Canada
Place, Vancouver, British
Columbia, V6C 3E1, telephone
(604) 688-5755.
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(a) Describe the process by which
the Board determines the
compensation for the issuers
directors and officers.
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The Compensation and Benefits
Committee has responsibility for
recommending compensation for
the Corporations senior
executive officers to the Board.
CEO compensation is approved by
the Compensation and Benefits
Committee. See Report on
Executive Compensation.
The Compensation and Benefits
Committee periodically reviews
and makes recommendations to the
Board regarding the adequacy and
form of the compensation for
non-management Directors to
ensure that such compensation
realistically reflects the
responsibilities and risks
involved in being an effective
director, without compromising a
Directors independence.
Directors who are executives of
the Corporation receive no
additional remuneration for
their services as Directors.
Effective May 1, 2007, all
non-management directors receive
Cdn.$25,000 per annum for acting
as such (prior thereto,
Cdn$15,000). Mr. David Huberman
receives an additional
Cdn.$60,000 per annum for acting
as the Lead Director of the
Board. The Chair of the Audit
Committee receives an additional
Cdn.$25,000 per annum, for
acting in such capacity. The
Chair of the Compensation and
Benefits Committee and the
Corporate Governance Committee
receives an additional payment
of Cdn.$15,000 per annum for
acting as such. Effective March
9, 2007, non-management
directors also receive
Cdn.$1,500 per in-person Board
or Committee meeting attended
(prior thereto, Cdn.$1,200) and
U.S.$600 per Board or Committee
conference call in which they
participate.
In addition to their cash
compensation, non-executive
directors (other than the
nominee of Rio Tinto in
accordance with Rio Tintos
corporate policy) also receive a
grant of 25,000 stock options
per annum, such options having a
five year term and fully vesting
on the first anniversary of the
date of the grant. |
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(b) Disclose whether or not the
Board has a compensation committee
composed entirely of independent
directors. If the Board does not
have a compensation committee
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The Compensation and Benefits
Committee comprises five
Directors, all of whom have been
affirmatively determined by the
Board to be independent directors |
- A8 -
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composed entirely of independent
directors, describe what steps the
Board takes to ensure an objective
process for determining such
compensation.
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as defined by the CSA
Corporate Governance Guidelines,
the NYSE Corporate Governance
Rules and the NASDAQ Corporate
Governance Rules.
The members of the committee
have diverse professional
backgrounds, with prior
experience in executive
compensation. None of the
members of the committee serve
as CEOs or senior executive
officers of other public
corporations. |
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compensation committee, describe
the responsibilities, powers and
operation of the compensation
committee.
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The duties and responsibilities
of the Compensation and Benefits
Committee include the
development of a compensation
philosophy and policy;
evaluating the performance of
the Corporations senior
executive officers, reviewing
their compensation, and
monitoring equity incentive
arrangements.
The role of the Compensation and
Benefits Committee is primarily
to review the adequacy and form
of compensation of executive
management and the directors
with such compensation
realistically reflecting the
responsibilities and risks of
such positions, to administer
the Corporations Equity
Incentive Plan, to determine the
recipients of, and the nature
and size of share compensation
awards granted from time to time
and to determine the
remuneration of executive
management and to determine any
bonuses to be awarded.
Commencing in 2007, the
committee will conduct a formal
review of the Corporations
executive compensation on an
annual basis and otherwise as
required to satisfy itself and
the Board that the Corporations
compensation objectives are
being met.
The members of the Compensation
and Benefits Committee are
Messrs. Huberman (Chair),
Thygesen, Hanson, Korbin and
Balloch. Each member of the
committee is an independent
director for the purposes of the
CSA Corporate Governance
Guidelines, the NYSE Corporate
Governance Rules and the NASDAQ
Corporate Governance Rules.
The charter of the Compensation
and Benefits Committee is
available on the Corporations
website (www.ivanhoe-mines.com).
A copy may also be obtained upon
request to the Vice President
and Corporate Secretary, 654 -
999 Canada Place, Vancouver,
British Columbia V6C 3E1,
telephone (604) 688-5755. |
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(d) If a compensation consultant
or advisor has, at any time since
the beginning of the issuers most
recently completed financial year,
been retained to assist in
determining compensation for any
of the issuers directors and
officers, disclose the identity of
the consultant or advisor and
briefly summarize the mandate for
which they have been retained. If
the consultant or advisor has been
retained to perform any other work
for the issuer, state that fact
and briefly describe the nature of
the work.
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Towers Perrin were retained in
2004 by the Compensation and
Benefits Committee to prepare a
director compensation report to
assist the committee in the
determination of independent
director compensation. They were
mandated to provide the review
based on compensation levels
provided to similarly sized
international mining companies.
Towers Perrins fee for its 2004
report was Cdn$19,821.
Gurr Lane & Associates were
retained in 2005 by the
Compensation and Benefits
Committee to prepare reports to
assist the committee in
developing a compensation
strategy for the position of
President and for the other
executive and senior management
positions. They were mandated to
develop a justifiable
compensation strategy which
benchmarks such positions in
terms of the competitive
marketplace of similar-sized
international mining companies
and, where appropriate, larger
operating mining companies. |
- A9 -
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The proposals were intended to
address salary, bonus and stock
options. Gurr Lane & Associates
fee for the reports was
Cdn$39,697.
Towers Perrin were retained in
2006 by the Compensation and
Benefits Committee to prepare a
report on industry standards and
best practices relating to
change of control provisions
in executive employment
agreements. Towers Perrins fee
for this report was Cdn.$10,788.
Mercer (Canada) Limited
(Mercer) was retained in 2007
to prepare a model for executive
compensation for the Corporation
and to provide support to the
Compensation and Benefits
Committee in determining
compensation for the Corporations officers for the
2007 fiscal year. Mercers fee
for these services was
Cdn$67,089.
None of the compensation
consultants or advisors retained
by the Compensation and Benefits
Committee have performed other
work for the Corporation. The
Committee will require any such
consultant or advisor to obtain
its written approval prior to
undertaking any work for
management of the Corporation in
order to protect the
independence of such consultant
or advisor.
Recommendations of the
Compensation and Benefits
Committee to the Board are the
responsibility of the committee
and may reflect factors and
considerations outside of
surveys or consultants
recommendations. |
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8. Other Board Committees If the
Board has standing committees other than
the audit, compensation and nominating
committees, identify the committees and
describe their function.
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In addition to the Audit
Committee, the Compensation and
Benefits Committee and the
Corporate Governance and
Nominating Committee, in March
2005 the Board approved the
establishment of an Executive
Committee, consisting of Messrs.
Friedland, Huberman, Meredith
and Macken, to meet between
formal meetings of the Board as
necessary, with authority to
approve expenditures of up to
U.S.$10,000,000. No meetings of
the Executive Committee were
held in 2007.
The Board has also established a
Currency Advisory Committee,
consisting of the former
Chairman of the Audit Committee
and each of Mr. Peter Meredith
(the Corporations Deputy
Chairman) and its CFO, to make
recommendations to the CFO on
managing the Corporations
currency exposures and to report
to the Board on a quarterly
basis. Dr. Faber is also a
member of the Currency Advisory
Committee. The Currency
Advisory Committee met three
times in 2007. |
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9. Assessments Disclose whether or
not the Board, its committees and
individual directors are regularly
assessed with respect to their
effectiveness and contribution. If
assessments are regularly conducted,
describe the process used for the
assessments. If assessments are not
regularly conducted, describe how the
Board satisfies itself that the Board,
its committees, and its individual
directors are performing
effectively.
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The Corporate Governance and
Nominating Committee has the
responsibility for developing
and recommending to the Board,
and overseeing the execution of,
a process for assessing the
effectiveness of the Board as a
whole, the committees of the
Board and the contribution of
individual directors, on a
regular basis. The Corporate
Governance and Nominating
Committee has developed and is
continuing to refine an
assessment process for the
Board, each of its committees,
and the contribution of
individual directors.
The Corporate Governance and
Nominating Committee has, for
the last three years, reviewed
and approved a performance
evaluation questionnaire that
was forwarded to all of the
members of the Board of |
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Directors. This questionnaire
covers a wide range of issues
providing for quantitative
ratings and subjective comments
and recommendations in each
area. In 2004, all Directors
assessed the performance of the
Board as a whole, its
Committees, the Chair of each
Committee, and the Lead
Director. Issues addressed
included Board composition,
Board discussion and the
relationship with the CEO,
Director orientation and ongoing
development, definition of roles
and responsibilities, Board and
Director evaluation, Director
compensation, CEO and management
succession, strategic planning
and supporting plans,
Committees, and the role of the
Lead Director. Responses were
tabulated and analyzed through
independent Board governance
consultants, without attribution
of comments to individual
directors, and a summary report was provided to the Lead
Director, and through him, to
the Committee and the full
Board, with recommendations for
improvement where required.
In 2005, each Director assessed
his own performance. Issues
addressed included skills and
experience, preparation,
attendance and availability,
communication and interaction,
strategies and plans, business,
corporation and industry
knowledge, and an overall
assessment. Responses were
provided to the Lead Director.
In 2006, a peer review was
completed by the Directors.
Each Director was asked to
evaluate the contribution of
each of the other Directors in
the following areas: preparation
and availability, accountability
and transparency, contribution
to strategic planning, oversight
of performance and risk,
contribution to supervision and
relationship with management,
contribution to Board internal
effectiveness, and overall
contribution of the individual
Director. Each Director was
also asked to comment on what
additional skills, experience
and information could benefit
the Board and how they might be
accessed, what were his and his
fellow Directors most recent
accomplishments for the
Corporation, and what each
Director sought to accomplish
with his fellow Directors over
the next 1-2 years at the
Corporation. The Lead Director
was provided with a report
detailing the average (mean)
ratings for all Directors of the
portion of the questionnaire
dealing with the contribution of
individual Directors, and a
summary of the responses to the
portion dealing with overall
Board contribution, on a non-attributed basis. Each
individual Director was provided
with a confidential report
card containing their peers
assessment of their
contribution. The Lead Director
met with each Director to
discuss individual and Board
performance, and reported the
overall results to the Board of
Directors.
In 2007, the Board completed
collective, self-assessment and
peer reviews, as described
above. The Corporate Governance
and Nominating Committee intends
to continue these processes on a
regular basis.
These evaluations showed that
the Board, its Committees, the
Committee Chairs, the Lead
Director and individual
Directors were effectively
fulfilling their
responsibilities. |
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Reference is made to the items in Form 58-101F. |
- A11 -
IVANHOE MINES LTD.
654 999 Canada Place, Vancouver, British Columbia V6C 3E1
Tel: (604) 688 5755 Fax: (604) 682 2060
P R O X Y
This proxy is solicited by the management of IVANHOE MINES LTD. (the Corporation) for the Annual
General Meeting of its shareholders (the Meeting) to be held on May 9, 2008.
The undersigned hereby appoints, Peter Meredith, Deputy Chairman and Director, or failing him,
Beverly A. Bartlett, Vice President and Corporate Secretary of the Corporation, or instead of
either of the foregoing, (insert name)
, as nominee of the undersigned, with full power of
substitution, to attend and vote on behalf of the undersigned at the Meeting to be held in the
Presidents Room of the Terminal City Club, 837 West Hastings Street, Vancouver, British Columbia,
on May 9, 2008 at 9:00 AM, local time, and at any adjournments thereof, and directs the nominee to
vote or abstain from voting the shares of the undersigned in the manner indicated below:
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ELECTION OF DIRECTORS |
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The nominees proposed by management of the Corporation are: |
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ROBERT M. FRIEDLAND
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FOR o
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WITHHOLD o |
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DAVID HUBERMAN
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FOR o
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WITHHOLD o |
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JOHN MACKEN
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FOR o
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WITHHOLD o |
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PETER MEREDITH
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FOR o
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WITHHOLD o |
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BRET CLAYTON
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FOR o
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WITHHOLD o |
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KJELD THYGESEN
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FOR o
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WITHHOLD o |
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ROBERT HANSON
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FOR o
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WITHHOLD o |
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MARKUS FABER
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FOR o
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WITHHOLD o |
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HOWARD BALLOCH
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FOR o
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WITHHOLD o |
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DAVID KORBIN
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FOR o
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WITHHOLD o |
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R. EDWARD FLOOD
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FOR o
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WITHHOLD o |
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APPOINTMENT OF AUDITORS |
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To appoint Deloitte & Touche, LLP, Chartered Accountants, as auditors of the Corporation at a
remuneration to be fixed by the board of directors. |
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FOR o WITHHOLD o |
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To transact any other business as may properly come before the Meeting or at any adjournment
thereof. |
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Upon any permitted amendment to or variation of any matter identified in the Notice of
Meeting. |
THE UNDERSIGNED HEREBY REVOKES ANY PRIOR PROXY OR PROXIES.
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DATED:
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, 2008. |
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Signature of Shareholder |
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(Please print name here) |
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Note: |
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If not dated, this proxy is deemed to be dated on the day sent by the
Corporation. |
Affix label here
Name of Shareholder
Address of Shareholder
(Please advise the Corporation of any change of address)
NOTES:
A proxy will not be valid unless the completed, signed and dated form of proxy is faxed to CIBC
Mellon Trust Company, Attention: Proxy Department 1-416-368-3976 or 1-866-781-3111 or delivered by
mail to P.O. Box 1900, Vancouver, British Columbia, V6E 3X1 or P.O. Box 721, Agincourt, Ontario,
M1S 0A1 or delivered by hand to The Oceanic Plaza, 1600 1066 Hastings Street, Vancouver, British
Columbia, V6E 3K9 or 320 Bay Street, Banking Hall Level, Toronto, Ontario, M5H 4A6, and received by
CIBC Mellon Trust Company not less than 48 hours (excluding Saturdays, Sundays and statutory
holidays) before the time at which the Meeting is to be held, or any adjournment thereof.
Any one of the joint holders of a share may sign a form of proxy in respect of the share but, if
more than one of them is present at the Meeting or represented by proxyholder, that one of them
whose name appears first in the register of members in respect of the share, or that ones
proxyholder, will alone be entitled to vote in respect thereof. Where the form of proxy is signed
by a corporation, either its corporate seal must be affixed or the form should be signed by the
corporation under the hand of an officer or attorney duly authorized in writing.
A shareholder has the right to appoint a person, who need not be a shareholder, other than either
of the nominees designated in this form of proxy to attend and act for the shareholder and on the
shareholders behalf at the Meeting, and may do so by inserting the name of that other person in
the blank space provided for that purpose in this form of proxy or by completing another suitable
form of proxy.
The shares represented by this proxy will be voted in accordance with the instructions of the
shareholder on any ballot, and where a choice with respect to a matter to be acted on is specified
the shares will be voted on a ballot in accordance with that specification. This proxy confers
discretionary authority with respect to matters identified or referred to in the accompanying
Notice of Meeting for
which no instruction is given, and with respect to other matters that may properly come before the
Meeting.
IN RESPECT OF A MATTER SO IDENTIFIED OR REFERRED TO FOR WHICH NO INSTRUCTION IS GIVEN, THE NOMINEES
NAMED IN THIS PROXY WILL VOTE SHARES REPRESENTED THEREBY FOR THE APPROVAL OF SUCH MATTER.
IVANHOE MINES LTD.
Dear Shareholder:
As a non-registered shareholder of Ivanhoe Mines Ltd., you are entitled to receive our interim
financial statements, annual financial statements, or both. If you wish to receive them, please
either complete and return this card by mail or submit your request online (see address below).
Your name will then be placed on the Supplemental Mailing List maintained by our Transfer Agent and
Registrar, CIBC Mellon Trust Company.
As long as you remain a non-registered shareholder, you will receive this card each year and will
be required to renew your request to receive these financial statements. If you have any questions
about this procedure, please contact CIBC Mellon Trust Company by phone at 1-800-387-0825 or (416)
643-5500 or at www.cibcmellon.com/InvestorInquiry.
We encourage you to submit your
request online at:
www.cibcmellon.com/FinancialStatements.
Our Company Code Number is
3086B.
NOTE: Do not return this card by mail if you have submitted your request online.
REQUEST FOR FINANCIAL STATEMENTS
TO: CIBC Mellon Trust Company
Please add my name to the Supplemental Mailing List for Ivanhoe Mines Ltd. and send me their
financial statements as indicated below:
Interim Financial Statements o
Annual Financial Statements o
(Please Print)
SHAREHOLDER CONSENT TO DELIVERY OF ELECTRONIC MATERIALS
Ivanhoe Mines Ltd. (the Company) is introducing a voluntary option for the delivery of Company
documents to its shareholders (Shareholders) by electronic means rather than traditional mailing
of paper copies. This option allows the Company to provide its shareholders a convenient method of
receiving materials meant to increase timeliness for Shareholders, provide benefits to our
environment and reduce costs.
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I consent to the electronic delivery of the documents listed below that the Company elects
to deliver to me electronically, all in accordance with the terms hereof. The consent granted
herein will last until revoked by the Shareholder. |
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The following documents that are filed with securities regulators and mailed to other
Shareholders will at the same time be delivered electronically to me (collectively referred
to as the Documents or each of them as a Document): |
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annual reports including financial
statements; |
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quarterly reports, including financial statements; |
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c) |
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management information circulars; and d) such other disclosure documents that
the Company makes available by electronic means. |
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The Documents will be delivered to me by the Company by making them available for my
viewing, downloading and/or saving on the Internet website
www.ivanhoemines.com (the Website). |
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I must then go to Investor Information and Financial Reports and locate the document of
interest for viewing. |
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The Company will advise me by e-mail when the documents are available on the Website. |
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The viewing, downloading and/or saving of a Document requires me to use: |
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a computer with a 486/33 processor
(or MacIntosh LC III) or higher with at
least 16 megabytes of RAM (Random Access Memory) and Windows 3.1; |
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access to an Internet service provider; |
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the program Netscape Navigator 3.0 (or higher) or Microsoft Internet Explorer 3.0 (or
higher); |
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the program Adobe Acrobat Reader 3.0 (or higher) to read the material; and |
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an electronic mail account to receive notification. |
For Shareholders without Adobe Acrobat Reader, a link will be provided to allow the downloading
of this program. Accordingly, I acknowledge that I understand the above technical requirements
and that I possess the technical ability and resources to receive electronic delivery in the
manner outlined in this Consent to Electronic Delivery of Documents.
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I acknowledge that I may receive at no cost a paper copy of any Document to be delivered if
the Company cannot make electronic delivery available or if I contact the Companys transfer
agent, CIBC Mellon by telephone at (800) 387-0825, regular mail at
Ivanhoe Mines Ltd. c/o CIBC Mellon Trust Company, PO Box 1900, Vancouver, BC
V6C 3K9 or via electronic mail at inquiries@cibcmellon.com. I further acknowledge
that my request of a paper copy of any Document does not constitute revocation of this Consent
to Electronic Delivery of Documents. |
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The Documents will be posted on the Website for delivery for a period of time corresponding
to the notice period stipulated
under applicable legislation and the Documents will remain posted on the Website thereafter
for a period of time which is appropriate and relevant, given the nature of the document. |
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I understand that my consent may be revoked or changed at any time by notifying the Companys
transfer agent of such revocation or changed by telephone, regular mail or e-mail as specified
in paragraph 4 above. |
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I understand that the Company maintains in confidence the personal information I provide as a
Shareholder and uses it only for the purpose of Shareholder communication. |
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I understand that I am not required to consent to the electronic delivery of Documents. I
have read and understand this Consent to Electronic Delivery of Documents and I consent to the
electronic delivery of Documents on the foregoing terms. |
I have read and understand this Consent for Electronic Delivery of Documents for Ivanhoe
Mines Ltd. and consent to the electronic delivery of the Documents on the terms outlined above.
Please complete the sections below then mail or fax the form to CIBC Mellon Trust Company at the
address below.
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Print Shareholder(s) Name |
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(as it appears on your cheques, certificates, statements or correspondence) |
E-mail Address |
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Mailing Address |
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Address 1 |
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Address 2 |
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City, Province/State |
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Post Code/Zip Code |
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Date
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Shareholder
Signature(s)
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Print and mail this form to:
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or
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Print and fax this form to: |
CIBC Mellon Trust Company
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1- 604-688-4301 |
PO Box 1900 |
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Vancouver, BC |
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V6C 3K9 |
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CIBC Mellon Trust Company
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1-416-643-5501 |
PO Box 7010 |
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Adelaide Street Postal Station |
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Toronto, ON |
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M5C 2W9 |
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