SIGNATURES |
Ritchie Bros. Auctioneers Incorporated (Registrant) |
||||
Date: March 18, 2009 | By: | /s/ Jeremy Black | ||
Jeremy Black | ||||
Corporate Secretary |
(1) | to receive the financial statements of the Company for the financial year ended December 31, 2008 and the report of the Auditors thereon; | ||
(2) | to elect the directors of the Company to hold office until their successors are elected at the next annual meeting of the Company; | ||
(3) | to appoint the Auditors of the Company to hold office until the next annual meeting of the Company and to authorize the directors to fix the remuneration to be paid to the Auditors; and | ||
(4) | to transact such other business as may properly be brought before the Meeting. |
1
ROBERT WAUGH MURDOCH Residence: Salt Spring Island, B.C., Canada Age: 67 Independent Director since: February 20, 2006 Shares owned, controlled or directed: 9,600 (1) |
Mr. Murdoch is currently Chairman of the Board of Directors of the
Company, a position he has held since 2008. Mr. Murdoch is a
corporate director and spent most of his career with Lafarge
Corporation and affiliates, starting in Vancouver in 1967 and
retiring from the position of President and Chief Executive Officer
of Lafarge North America Inc. (NYSE and TSX: LAF), North Americas
largest diversified supplier of construction materials, in 1992. Mr.
Murdoch was a member of the Board of Lafarge, S.A. (NYSE: LR; Paris
Stock Exchange (Eurolist): LG), the Paris-based parent company of
Lafarge Corporation, until 2005. Mr. Murdoch holds a Bachelor of
Laws degree from the University of Toronto. Committees: Member of the Nominating and Corporate Governance Committee. Other directorships: Timberwest Forest Corp. (TSX: TWF.un a public forestry company) Director; Chair of the Governance and Human Resources Committee; Member of the Audit Committee. Lafarge, S.A. International Advisory Board member. Lallemand Inc. (a private company specializing in the development, production and marketing of yeasts and bacteria products) Director. Weatherhaven Inc. (a private company supplying portable shelter systems) Advisory Board Chair. |
|
PETER JAMES BLAKE Residence: Vancouver, B.C., Canada Age: 47 Independent Director since: December 12, 1997 Shares owned, controlled or directed: 137,398 |
Mr. Blake is currently Chief Executive Officer of the Company, a
position he has held since 2004. Prior to his appointment, Mr. Blake
held various positions with the Company, including Chief Financial
Officer (1997-2004), Vice President, Finance (1994 to 1997) and
Controller (1991 to 1994). Mr. Blake joined the Company in 1991 and
is a Chartered Accountant and has a bachelor of Commerce Degree from
the University of Alberta. Committees: N/A Other directorships: Accruit, LLC (a private entity engaged in like-kind exchange services) Director. British Columbia Institute of Technology Foundation (a not for profit) Director. West Point Grey Academy (a not for profit) Director. |
|
ERIC PATEL Residence: Vancouver, B.C., Canada Age: 52 Independent Director since: April 16, 2004 Shares owned, controlled or directed: 14,250 |
Mr. Patel is currently Chief Financial Officer of Pembrook Mining
Corp., a private mining company he joined in 2007 (formerly called
Paget Resources Corporation). Prior to joining Pembrook, Mr. Patel
was the CFO of Crystal Decisions, Inc., a privately held software
company. Mr. Patel joined Crystal Decisions in 1999 after holding
executive level positions, including that of CFO, with University
Games, Inc., a privately held manufacturer of educational toys and
games. Before 1997, Mr. Patel worked for Dreyers Grand Ice Cream as
Director of Strategy, for Marakon Associates strategy consultants and
for Chemical Bank. Mr. Patel holds an MBA degree from Stanford
University. Committees: Chair of the Nominating and Corporate Governance Committee. |
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Member of the Audit Committee. Other directorships: ACL Services Ltd. (a private software company) Advisory Board member. |
||
BEVERLEY ANNE BRISCOE Residence: Vancouver, B.C., Canada Age: 54 Independent Director since: October 29, 2004 Shares owned, controlled or directed: 9,900 |
Ms. Briscoe is currently owner and President, Briscoe Management
Ltd., a consulting company that she has owned since 2004. From 2003
to 2007, Ms. Briscoe was also Chair of the Industry Training
Authority for BC. Ms. Briscoes previous employment includes: from
1997 to 2004 she was President and owner of Hiway Refrigeration
Limited; from 1994 to 1997 she was Vice President and General Manager
of Wajax Industries Limited; from 1989 to 1994 she was CFO for the
Rivtow Group of Companies; from 1983 to 1989 she held various
executive positions with several operating divisions of The Jim
Pattison Group; and from 1977 to 1983 she worked with a predecessor
firm of PricewaterhouseCooopers. Ms. Briscoe is a Fellow of the
Institute of Chartered Accountants and has a Bachelor of Commerce
degree from the University of British Columbia. Committees: Chair of the Audit Committee. Member of the Nominating and Corporate Governance Committee. Other directorships: Goldcorp Inc. (TSX: G; NYSE: GG a public gold and precious metal company) Director; Chair of the Audit Committee and a member of the Governance and Nominating Committee and the Environmental Health and Safety Committee. BC Railway Group of Companies (provincial crown corporation) Director; Audit Committee member. Boys and Girls Clubs of Greater Vancouver (a not for profit) Director. Forum of Women Entrepreneurs (a not for profit) Director. BC Forest Safety Council (a not for profit) Director; Interim Chair. Coast Opportunities Funds (a not for profit) Director. |
|
EDWARD BALTAZAR PITONIAK Residence: West Vancouver, B.C., Canada Age: 53 Independent Director since: July 28, 2006 Shares owned, controlled or directed: 1,440 |
Mr. Pitoniak recently retired from the position of President and
Chief Executive Officer and Director of bcIMC Hospitality Group, a
hotel property and brand ownership entity (formerly a public income
trust called Canadian Hotel Income Properties Real Estate Investment
Trust (CHIP) TSX: HOT.un), where he was employed since January
2004. Mr. Pitoniak was also a member of CHIPs Board of Trustees
before it went private. Prior to joining CHIP, Mr. Pitoniak was a
Senior Vice-President at Intrawest Corporation (TSX: ITW; NYSE
IDR a ski and golf resort operator and developer) for nearly
eight years. Before Intrawest, Mr. Pitoniak spent nine years with
Times Mirror Magazines, where he served as editor-in-chief and
advertising director with Ski Magazine. Mr. Pitoniak has a Bachelor
of Arts degree from Amherst College. Committees: Chair of the Compensation Committee. Other directorships: Brentwood College School Governor. |
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CHRISTOPHER ZIMMERMAN Residence: Vancouver, B.C., Canada Age: 49 Independent Director since: April 11, 2008 Shares owned, controlled or directed: Nil |
Mr. Zimmerman is President and Chief Executive Officer of
Canucks Sports and Entertainment, a sports entertainment
company in Vancouver, B.C. Before joining them, Mr.
Zimmerman was the President and Chief Executive Officer
of Nike Bauer Inc., a hockey equipment company. Prior to
this appointment in March 2003, Mr. Zimmerman was General
Manager of Nike Golf USA, in Beaverton, Oregon. He
joined Nike Golf in 1998 after spending 16 years in a
variety of senior advertising positions, including USA
Advertising Director for the Nike Brand and Senior Vice
President at Saatchi and Saatchi Advertising in New York.
Mr. Zimmerman has an MBA from Babson College. Committees: Member of the Compensation Committee. Other directorships: Tourism British Columbia (a Crown corporation) Director. Canucks for Kids Fund (a not for profit) Director. |
|
JAMES M. MICALI Residence: Boston, MA, USA Age: 61 Director since: April 25, 2008 Shares owned, controlled or directed: 900 (2) |
Mr. Micali is a senior advisor and limited partner of
Azalea Capital (a private equity fund) and a consultant
to Michelin North America. He is also counsel at
Ogletree Deakins, a labour and employment law firm and an
adjunct professor of Furman University. Mr. Micali
retired in mid-2008 from the position of Chairman and
President of Michelin North America, where he had
responsibility for Michelins operations in North
America. He started his career with Michelin in 1977 and
over the years had responsibility for many of Michelins
major business functions, including strategic planning,
sales and marketing, customer service, mergers and
acquisitions, finance, legal, information systems, human
resources and external relations. Prior to joining
Michelin, Mr. Micali practiced law in Providence, Rhode
Island; he obtained his legal education from Boston
College Law School and was admitted to the bars of Rhode
Island and Massachusetts. Mr. Micali also served on the
board of directors of Lafarge North America, a supplier
of construction materials (NYSE and TSX: LAF) from 2003
until May 2006. Committees: Member of the Audit Committee. Member of the Compensation Committee. Other directorships: Sonoco Products Company (NYSE: SON a global supplier of industrial and consumer packaging solutions) Director; member of Compensation, Audit and Governance, and Executive Committees. SCANA Corporation (NYSE: SCG an energy production and distribution company) Director; member of Nuclear Oversight and Personnel Committees. American Tire Distributors Holdings, Inc. (a private tire wholesaler company) Director. |
Notes: | ||
(1) | In addition to the shares owned directly by Mr. Murdoch, his spouse also owns 2,100 Common Shares, which are included in the 9,600 shares. | |
(2) | These shares are held jointly by Mr. Micali and his spouse. |
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Number of | ||||||||||||||||||||||||
Options | Exercise | Total | Total | |||||||||||||||||||||
Nominee | Grant Date | Expiry Date | Granted | Price (U.S.$) | Exercised | Unexercised | ||||||||||||||||||
Peter Blake |
Feb. 28, 2008 | Feb. 28, 2018 | 39,900 | $ | 24.39 | | 39,900 | |||||||||||||||||
Mar. 1, 2007 | Mar. 1, 2017 | 51,000 | 18.67 | | 51,000 | |||||||||||||||||||
Jan. 24, 2006 | Jan. 24, 2016 | 72,000 | 14.70 | | 72,000 | |||||||||||||||||||
Jan. 25, 2005 | Jan. 25, 2015 | 62,400 | 10.80 | 1,000 | 61,400 | |||||||||||||||||||
Feb. 13, 2004 | Feb. 13, 2014 | 67,200 | 8.82 | 47,200 | 20,000 | |||||||||||||||||||
Jan. 30, 2003 | Jan. 30, 2013 | 90,000 | 5.18 | 90,000 | | |||||||||||||||||||
Feb. 11, 2002 | Feb. 11, 2012 | 25,800 | 4.35 | 25,800 | | |||||||||||||||||||
Jan. 31, 2001 | Jan. 31, 2011 | 48,000 | 3.89 | 48,000 | | |||||||||||||||||||
456,300 | 212,000 | 244,300 | ||||||||||||||||||||||
Number of Meetings | ||||
Board of Directors |
9 | |||
Audit Committee |
4 | |||
Compensation Committee |
5 | |||
Nominating and Corporate Governance Committee |
4 |
5
Nominating & | ||||||||||||||||
Corporate | ||||||||||||||||
Audit | Compensation | Governance | ||||||||||||||
Board | Committee | Committee | Committee | |||||||||||||
Director(1) | Meetings(2) | Meetings(2) | Meetings(2) | Meetings | ||||||||||||
Robert Murdoch(3) |
8 of 9 (Chair) | N/A | 2 of 2 | 2 of 2 | ||||||||||||
Peter Blake |
9 of 9 | N/A | N/A | N/A | ||||||||||||
Eric Patel |
8 of 9 | 4 of 4 | N/A | 4 of 4 (Chair) | ||||||||||||
Beverley Briscoe |
9 of 9 | 4 of 4 (Chair) | N/A | 4 of 4 | ||||||||||||
Edward Pitoniak(3) |
9 of 9 | 2 of 2 | 4 of 4 (Chair) | N/A | ||||||||||||
Christopher Zimmerman(2)(3) |
5 of 5 | N/A | 2 of 2 | N/A | ||||||||||||
James Micali(2)(3) |
2 of 3 | 1 of 2 | 2 of 2 | N/A |
(1) | Messrs. Charles Edward Croft and Clifford Russell Cmolik were directors of the Company until the 2008 Annual Meeting held on April 11, 2008. Mr. Croft attended all four board meetings held before April 11, 2008 and Mr. Cmolik attended three of the four board meetings held before April 11, 2008. | |
(2) | Messrs. Zimmerman and Micali were appointed directors in April 2008 and the attendance noted in the table for these directors reflects the number of board or committee meetings that took place after their respective appointments. | |
(3) | Mr. Murdoch was appointed Chair of the Board and a member of the Nominating and Corporate Governance Committee effective April 11, 2008. He was previously a member of the Compensation Committee. Mr. Pitoniak became Chair of the Compensation Committee effective April 11, 2008, prior to which he was a member of the Audit Committee. Mr. Zimmerman was appointed to the Compensation Committee effective April 11, 2008 and Mr. Micali was appointed to the Audit and Compensation Committees effective April 25, 2008. |
Amount of Fee(1) | ||||
Description of Fee | (U.S.$) | |||
Annual fee for Board Chairman |
$ | 200,000 | ||
Annual fee for Board Membership |
98,500 | |||
Annual fee for Committee chairmanship (excluding Audit Committee) |
10,000 | |||
Annual fee for Audit Committee chairmanship |
15,000 | |||
Meeting fee (per minuted meeting in excess of two hours) |
1,500 | (2) |
(1) | The actual payment made to each director was pro-rated in accordance with the number of months that he or she was in a position if he or she was not in that position for the full year. | |
(2) | Directors who travel more than four hours to attend a board or committee meeting received an additional U.S.$1,000 on top of the U.S.$1,500 meeting fee. |
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Board Fees / | Committee | Meeting | Travel | |||||||||||||||||
Director | Board Chair Fees | Chair Fees | Fees | Fees | Total Fees | |||||||||||||||
Robert Murdoch |
$ | 164,277 | (1) | Nil | $ | 12,000 | $ | 5,000 | $ | 181,277 | ||||||||||
Peter Blake |
Nil | Nil | Nil | Nil | Nil | |||||||||||||||
Eric Patel |
98,500 | (2) | 10,000 | 16,500 | Nil | 125,000 | ||||||||||||||
Beverley Briscoe |
98,500 | (2) | 15,000 | 16,500 | Nil | 130,000 | ||||||||||||||
Edward Pitoniak |
98,500 | (2) | 7,225 | 16,500 | Nil | 122,225 | ||||||||||||||
Christopher Zimmerman |
72,143 | (3) | Nil | 9,000 | Nil | 81,143 | ||||||||||||||
James Micali |
68,643 | (4) | Nil | 7,500 | 2,000 | 78,143 | ||||||||||||||
Charles E. Croft |
42,033 | (5) | Nil | 4,000 | Nil | 46,033 | ||||||||||||||
C. Russell Cmolik |
15,000 | (5) | 2,500 | 3,000 | Nil | 20,500 | ||||||||||||||
Total |
$ | 657,596 | $ | 34,725 | $ | 85,000 | $ | 7,000 | $ | 784,321 | ||||||||||
(1) | Mr. Murdoch was appointed the Chair of the Board on April 11, 2008 and his Board Fee and Chair Fee have been pro-rated accordingly. $125,027 of the $168,277 was paid in cash to Mr. Murdoch (less applicable source deductions) and $43,250 (less applicable source deductions) was paid by the Company subsequent to year end to the administrator under the Long Term Incentive Plan for Non-Executive Directors (see description below) as contributions by Mr. Murdoch to the plan. | |
(2) | $60,000 of the $104,000 was paid in cash to each of Mr. Eric Patel, Ms. Beverley Briscoe and Mr. Edward Pitoniak (less applicable source deductions) and $44,000 (less applicable source deductions) was paid by the Company subsequent to year end to the administrator under the Long Term Incentive Plan for Non-Executive Directors (see description below) as contributions by each of Mr. Eric Patel, Ms. Beverley Briscoe and Mr. Edward Pitoniak to the plan. | |
(3) | Mr. Christopher Zimmerman became a director of the Company on April 11, 2008 and the payment of his board fees was pro-rated. $43,352 of the $75,143 was paid in cash to Mr. Zimmerman (less applicable source deductions) and $31,791 (less applicable source deductions) was paid by the Company subsequent to year end to the administrator under the Long Term Incentive Plan for Non-Executive Directors (see description below) as contributions by Mr. Zimmerman to the plan. | |
(4) | Mr. James Micali became a director of the Company on April 25, 2008 and the payment of his board fees was pro-rated. $41,044 of the $71,143 was paid in cash to Mr. Micali (less applicable source deductions) and $30,099 (less applicable source deductions) was paid by the Company subsequent to year end to the administrator under the Long Term Incentive Plan for Non-Executive Directors (see description below) as contributions by Mr. Micali to the plan. | |
(5) | Messrs. Croft and Cmolik retired as directors of the Company on April 11, 2008 and their fees were pro-rated accordingly. |
Amount of Fee | ||||
Description of Fee | (U.S.$) | |||
Annual fee for Board Chair (1) |
$ | 200,000 | ||
Annual fee for Board Membership (2) |
95,000 | |||
Annual fee for Committee Chair (excluding Audit Committee) |
10,000 | |||
Annual fee for Audit Committee Chair |
15,000 | |||
Meeting fee (in person attendance minuted meeting longer than 30 minutes) (3) |
1,500 | |||
Teleconference fee (minuted meeting longer than 30 minutes) |
500 | |||
Travel fee (3) |
1,000 |
(1) | The annual fee will be paid $120,000 in cash in four equal amounts on a quarterly basis and $80,000 will be paid directly to the administrator under the Companys Long Term Incentive Plan for Non-Executive Directors (see further discussion below). | |
(2) | The annual fee will be paid $35,000 in cash in four equal amounts on a quarterly basis and $60,000 will be paid directly to the administrator under the Companys Long Term Incentive Plan for Non-Executive Directors (see further discussion below). | |
(3) | Meeting fees will also be paid for telephonic participation in meetings and for teleconferences longer than 30 minutes. A travel fee of $1,000 on top of reimbursement for travel expenses will be paid to non-executive Directors required to travel on a day other than the meeting date when scheduling does not permit travel on the day of the particular meeting. |
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Fiscal 2008 | Fiscal 2007 | |||||||
Audit Fees |
$ | 1,190,400 | $ | 1,307,000 | ||||
Audit-Related Fees |
4,000 | 98,000 | ||||||
Tax Fees |
527,700 | 806,000 | ||||||
All Other Fees |
| | ||||||
Total Fees |
$ | 1,722,100 | $ | 2,211,000 | ||||
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Amount | ||||||||||
Component of CEOs Direct Compensation | (U.S.$) | Percentage | Metric | |||||||
Base salary |
$ | 504,000 | 36 | % | Set by Committee. | |||||
Short term incentive bonus award |
250,000 | 18 | % | Formula driven based on Company earnings performance compared to Board approved target (see below). | ||||||
Executive long-term incentive plan award |
100,000 | 7 | % | Maximum award (see below). | ||||||
Stock options fair value (earned in 2008; granted in 2009) |
555,000 | 39 | % | 100% of year end base salary (see below). | ||||||
Total direct compensation |
$ | 1,409,000 | 82% of the 50th percentile for comparable companies. |
10
11
| Changes to the executive incentive bonus the target incentive bonus pool for executives will include 60% of the combined salaries of Executive Council members (Senior Vice Presidents and above), up from 50% prior to 2009. The reason for this change is to allow for further differentiation of the contributions of Executive Council members in relation to strategy design and execution. In addition to this change, the cap on the executive incentive bonus pool will increase to 200% of the combined base salaries of participants, up from 150%. The maximum incentive bonus pool would be earned if the Company achieved 125% of its earnings target (based on the 2008 earnings target). |
| Changes to the ELTIP please see the discussion below in the Executive Long Term Incentive Plan section. |
| Stock option grants in addition to the changes outlined below under the Stock Option Plan section, stock option grants will now be set at a specified percentage of each executives base salary. For Vice Presidents this percentage will be 30% of each participants base salary and for Senior Vice Presidents the amount will be 60% of base salary. The Chief Executive Officer, President and Chief Operating Officer will be entitled to total stock option grants of at least 80% of each of their base salaries, with increases beyond this percentage at the discretion of the Compensation Committee and Board. |
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Dec. 31, 2003 | Dec. 31, 2004 | Dec. 31, 2005 | Dec. 31, 2006 | Dec. 31, 2007 | Dec. 31, 2008 | |||||||||||||||||||
Ritchie Bros. Auctioneers (RBA) |
100 | 126 | 161 | 205 | 315 | 246 | ||||||||||||||||||
S&P / TSX Composite Index |
100 | 112 | 137 | 157 | 168 | 109 | ||||||||||||||||||
Russell Global Index |
100 | 117 | 121 | 141 | 138 | 90 | ||||||||||||||||||
CEO Cash Compensation |
100 | 115 | 154 | 171 | 194 | 175 |
(a) | 10 years from the date of grant; | ||
(b) | 30 days from the date on which the optionee ceases to be employed by, or provide services to, the Company; | ||
(c) | 180 days from the date of death if the optionees employment or eligibility ceases by reason of his or her death or if the optionee dies prior to the expiration of the 30-day period described in clause (b) above; or, | ||
(d) | immediately upon termination if the termination of employment is with cause. |
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(a) | in the case of termination without cause (excluding voluntary termination) immediate vesting of all unvested options and the optionee will have 90 days from the date on which the optionee ceases to be employed by the Company to exercise all options; | ||
(b) | in the case of voluntary termination (other than retirement) immediate cancellation of all unvested options and the optionee will have 90 days to exercise vested options; | ||
(c) | in the case of retirement all unvested options will continue to vest after retirement in accordance with the existing vesting schedule for those particular options and all options will expire on the earlier of three years from the date of retirement and the option 10-year expiry date; | ||
(d) | in the case of death all unvested options will vest immediately and the optionees legal representative will have 365 days from the date of death to exercise the options if the optionees employment or eligibility ceases by reason of his or her death or if the optionee dies prior to the expiration of the periods described in clauses (a), (b) and (c) above; or, | ||
(e) | in the case of termination with cause all options with expire immediately upon termination. |
(a) | to avoid any additional tax on optionees under Section 409A of the United States Internal Revenue Code or other applicable tax legislation; | ||
(b) | to change the eligibility for and limitations on participation in the stock option plan (other than participation by non-executive Directors in the stock option plan); | ||
(c) | to make any addition to, deletion from or alteration of the provisions of the stock option plan that are necessary to comply with applicable law or the requirements of any regulatory authority or stock exchange; | ||
(d) | to make any amendment of a typographical, grammatical, administrative or clerical nature, or clarification correcting or rectifying any ambiguity, defective provision, error or omission in the stock option plan; and | ||
(e) | to change the provisions relating to the administration of the stock option plan or the manner of exercise of the options, including: |
(i) | changing or adding any form of financial assistance provided by the Company to the participants that would facilitate purchase of Common Shares under the stock option plan; and |
14
(ii) | adding provisions relating to a cashless exercise (which will provide for a full deduction of the underlying Common Shares from the maximum number reserved under the stock option plan for issuance). |
(a) | any increase in the maximum number of Common Shares that may be issued pursuant to the exercise of options granted under the stock option plan; | ||
(b) | any reduction in exercise price or cancellation and reissue of options; | ||
(c) | any amendment that extends the term of an option beyond the original 10 year expiry date; | ||
(d) | any amendment to Eligible Participants that may permit the introduction or reintroduction of non-executive Directors on a discretionary basis, if at any time, the stock option plan is further amended to exclude participation by non-executive Directors; | ||
(e) | any amendment that increases limits previously imposed on non-executive director participation; | ||
(f) | any amendment that would permit equity based awards granted under the stock option plan to be transferable or assignable other than for normal estate settlement purposes; | ||
(g) | any amendment to increase the maximum limit of the number of securities that may be issued to insiders of the Company within any one year period or issuable to insiders of the Company at any time under the stock option plan, or when combined with all of the Companys other security based compensation arrangements, which could exceed 10% of the total issued and outstanding Common Shares of the Company; | ||
(h) | any addition of provisions relating to a cashless exercise (other than a surrender of options for cash) that does not provide for a full deduction of the underlying Common Shares from the maximum number reserved for issuance under the stock option plan; and | ||
(i) | any amendment to the amending provisions of the stock option plan. |
Number of Securities | ||||||
Weighted- | Remaining Available for | |||||
Average | Future Issuance under | |||||
Number of Securities to be | Exercise Price of | Equity Compensation | ||||
Issued upon Exercise of | Outstanding | Plans | ||||
Outstanding Options (A) | Options | (Excluding (A)) | ||||
Equity compensation
plans approved by
security holders
stock option plan
|
2,473,634 (2% of total
issued and outstanding
shares)
|
$14.23 | 6,890,046 (7% of total
issued and outstanding
shares) |
15
16
Non-equity incentive plan | ||||||||||||||||||||||||||||||||
Share- | Option- | compensation ($) | ||||||||||||||||||||||||||||||
based | based | Annual | Long-term | All other | Total | |||||||||||||||||||||||||||
Salary(2) | awards | awards(3) | incentive | incentive | compensation | compensation | ||||||||||||||||||||||||||
Name and Principal Position(1) | Year | ($) | ($) | ($) | plans(4) | plans(5) | ($) | ($) | ||||||||||||||||||||||||
Peter J. Blake |
2008 | 504,000 | Nil | 210,273 | 247,700 | 100,000 | 30,500 | 1,092,473 | ||||||||||||||||||||||||
Chief Executive Officer |
2007 | 422,800 | Nil | 225,930 | 445,000 | 100,000 | 9,657 | 1,203,387 | ||||||||||||||||||||||||
2006 | 350,000 | Nil | 236,640 | 405,000 | 100,000 | 8,070 | 1,099,710 | |||||||||||||||||||||||||
Robert A. McLeod (6) |
2008 | 158,400 | Nil | 23,715 | 63,700 | 50,000 | 14,700 | 312,515 | ||||||||||||||||||||||||
Chief Financial Officer |
2007 | 124,500 | Nil | 15,948 | 41,900 | Nil | 6,022 | 188,370 | ||||||||||||||||||||||||
2006 | 101,300 | Nil | 17,255 | 25,000 | Nil | 5,000 | 148,555 | |||||||||||||||||||||||||
Robert S. Armstrong (7) |
2008 | 281,000 | Nil | 98,022 | 128,300 | 100,000 | 24,100 | 631,422 | ||||||||||||||||||||||||
Chief Operating Officer |
2007 | 235,900 | Nil | 57,147 | 225,000 | 100,000 | 11,313 | 629,360 | ||||||||||||||||||||||||
2006 | 190,000 | Nil | 49,300 | 220,000 | 100,000 | 11,572 | 570,872 | |||||||||||||||||||||||||
Guylain Turgeon (8) |
2008 | 409,400 | Nil | 98,222 | 155,000 | 100,000 | 123,000 | 885,622 | ||||||||||||||||||||||||
Senior Vice President, |
2007 | 328,500 | Nil | 104,991 | 257,000 | 100,000 | 77,663 | 868,154 | ||||||||||||||||||||||||
Managing Director Europe, Middle East, Asia |
2006 | 256,000 | Nil | 110,432 | 264,000 | 100,000 | 88,518 | 818,950 | ||||||||||||||||||||||||
Robert K. Mackay (9) |
2008 | 375,000 | Nil | 139,128 | 188,300 | 100,000 | 12,900 | 815,328 | ||||||||||||||||||||||||
President |
2007 | 317,000 | Nil | 150,177 | 302,000 | 100,000 | 12,226 | 881,403 | ||||||||||||||||||||||||
2006 | 275,000 | Nil | 157,760 | 307,000 | 100,000 | 11,096 | 850,856 | |||||||||||||||||||||||||
Steven C. Simpson (10) |
2008 | 270,000 | Nil | 69,564 | 193,500 | 100,000 | 30,300 | 663,364 | ||||||||||||||||||||||||
Senior Vice-President, |
2007 | 225,000 | Nil | 57,147 | 307,000 | 100,000 | 19,175 | 708,322 | ||||||||||||||||||||||||
U.S.A. West |
2006 | 200,000 | Nil | 51,324 | 298,000 | 100,000 | 18,050 | 667,374 |
(1) | All Named Executive Officers are employed by wholly-owned subsidiaries of the Company. | |
(2) | The salary and annual incentive amounts for certain Named Executive Officers were paid in currencies other than the U.S. dollar in 2008 (primarily the Canadian dollar and Euro) and are translated into U.S. dollars for the purposes of the table at the average U.S. dollar exchange rate for the year. The exchange rates used for Canadian dollars was US$0.9371 to $1 Canadian dollar and the exchange rate used for Euros to U.S. dollars was US$1.4622 for 1. | |
(3) | The dollar value of option-based awards is the grant date fair market value of options granted during the respective year using the Black-Scholes option pricing model with the assumptions detailed in the Companys consolidated financial statements for the applicable year. | |
(4) | The annual incentive plan awards represent bonuses earned by the Named Executive Officers in the fiscal year noted but paid subsequent to the end of the applicable year. The exchange rate used for Canadian dollars to U.S. dollars for 2008 was US$0.9371 for $1 Canadian dollar and the exchange rate used for Euros to U.S. dollars was US$1.4622 for 1. | |
(5) | Long-term incentive plan awards represent payments made subsequent to the applicable year end in accordance with the Companys Executive Long Term Incentive Plan adopted in 2004 (please see discussion below under Executive Long Term Incentive Plan). The amount was used to purchase Common Shares in the open market and those shares are held by an administrator on behalf of the Named Executive Officer, only to be released pursuant to the terms of the Plan. | |
(6) | Robert McLeod was appointed Chief Financial Officer effective April 25, 2008. Prior to that he was Director, Global Accounting for the Company. | |
(7) | Robert Armstrong was appointed Chief Financial Officer and Chief Operating Officer effective January 1, 2008, and became Chief Operating Officer on April 25, 2008. He served previously as the Companys Vice-President Finance, Chief Financial Officer and Corporate Secretary. | |
(8) | Guylain Turgeon was appointed Senior Vice-President, Managing Director Europe, Middle East and Asia effective January 1, 2008, having served previously as the Companys Senior Vice-President, Managing Director European Operations. | |
(9) | Robert Mackay was appointed President effective January 1, 2008, having previously held the position President USA, Asia and Australia. | |
(10) | Steven Simpson was appointed Senior Vice-President, U.S.A. West effective January 1, 2008, having served previously as the Companys Vice-President, Southwest U.S.A. |
17
Option-based Awards | ||||||||||||||||
Number of securities | ||||||||||||||||
underlying | Option exercise | Value of unexercised | ||||||||||||||
unexercised options | price | Option expiration | in-the-money options | |||||||||||||
Name | (#) | (U.S. $) | date | (U.S. $) | ||||||||||||
Peter J. Blake |
39,900 | $ | 24.39 | Feb. 28, 2018 | N/A | |||||||||||
51,000 | 18.67 | Mar. 1, 2017 | $ | 140,250 | ||||||||||||
72,000 | 14.70 | Jan. 24, 2016 | 484,080 | |||||||||||||
61,400 | 10.80 | Jan. 25, 2015 | 651,863 | |||||||||||||
20,000 | 8.82 | Feb. 13, 2014 | 252,000 | |||||||||||||
Robert A. McLeod |
4,500 | $ | 24.39 | Feb. 28, 2018 | N/A | |||||||||||
3,600 | 18.67 | Mar. 1, 2017 | 9,900 | |||||||||||||
5,250 | 14.70 | Jan. 24, 2016 | 35,298 | |||||||||||||
12,000 | 4.12 | Dec. 6, 2011 | 207,580 | |||||||||||||
Robert S. Armstrong |
18,600 | $ | 24.39 | Feb. 28, 2018 | N/A | |||||||||||
12,900 | 18.67 | Mar. 1, 2017 | 35,475 | |||||||||||||
15,000 | 14.70 | Jan. 24, 2016 | 100,850 | |||||||||||||
11,100 | 10.80 | Jan. 25, 2015 | 117,845 | |||||||||||||
12,000 | 8.82 | Feb. 13, 2014 | 151,200 | |||||||||||||
15,000 | 5.18 | Jan. 30, 2013 | 243,675 | |||||||||||||
13,200 | 4.35 | Feb. 11, 2012 | 225,324 | |||||||||||||
13,500 | 3.89 | Jan. 31, 2011 | 236,633 | |||||||||||||
Guylain Turgeon |
18,600 | $ | 24.39 | Feb. 28, 2018 | N/A | |||||||||||
23,700 | 18.67 | Mar. 1, 2017 | 65,175 | |||||||||||||
33,600 | 14.70 | Jan. 24, 2016 | 225,904 | |||||||||||||
19,200 | 10.80 | Jan. 25, 2015 | 203,840 | |||||||||||||
30,000 | 8.82 | Feb. 13, 2014 | 378,000 | |||||||||||||
23,400 | 5.18 | Jan. 30, 2013 | 380,133 | |||||||||||||
Robert K. Mackay |
26,400 | $ | 24.39 | Feb. 28, 2018 | N/A | |||||||||||
33,900 | 18.67 | Mar. 1, 2017 | 93,225 | |||||||||||||
48,000 | 14.70 | Jan. 24, 2016 | 322,720 | |||||||||||||
56,400 | 10.80 | Jan. 25, 2015 | 598,780 | |||||||||||||
Steven C. Simpson |
13,200 | $ | 24.39 | Feb. 28, 2018 | N/A | |||||||||||
12,900 | 18.67 | Mar. 1, 2017 | 35,475 | |||||||||||||
15,600 | 14.70 | Jan. 24, 2016 | 104,884 | |||||||||||||
10,500 | 10.80 | Jan. 25, 2015 | 111,475 |
18
Option-based awards | Share-based awards | Non-equity incentive plan | ||||||||||
Value vested during the | Value vested during the | compensation Value | ||||||||||
year(1) | year | earned during the year(2) | ||||||||||
Name | ($) | ($) | ($) | |||||||||
Peter J. Blake |
$ | 265,200 | Nil | $ | 247,700 | |||||||
Robert A. McLeod |
18,720 | Nil | 63,700 | |||||||||
Robert S. Armstrong |
67,080 | Nil | 128,300 | |||||||||
Guylain Turgeon |
123,240 | Nil | 155,000 | |||||||||
Robert K. Mackay |
176,280 | Nil | 188,300 | |||||||||
Steven C. Simpson |
67,080 | Nil | 193,500 |
(1) | All of these awards were granted in accordance with the Companys stock option plan in 2007. | |
(2) | The non-equity incentive plan compensation relates to amounts earned in 2008 and paid in 2009 in accordance with the Companys executive incentive bonus plan, as described above in the Compensation Discussion and Analysis. |
19
20
Disclosure Requirements under 58-101F1 | Company Disclosure | |
1. Board of Directors |
Directors during 2008: | |
(a)
Disclose the identity of directors who are independent. (b) Disclose the identity of directors who are not independent, and describe the basis for that determination. (c) Disclose whether or not a majority of directors are independent. If a majority of directors are not independent, describe what the board of directors (the board) does to facilitate its exercise of independent judgement in carrying out its responsibilities. (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. |
Robert W. Murdoch Chair
independent; Edward B. Pitoniak independent; Eric Patel independent; Beverley A. Briscoe independent; Christopher Zimmerman independent; James M. Micali independent; and Peter J. Blake non-independent Mr.
Blake is the Chief Executive Officer of the
Company. The Board determined the independence of the foregoing directors in accordance with applicable NYSE listing standards and corporate governance rules and, with respect to the Audit Committee, SEC independence standards. The directors who are noted as independent above also satisfy the independence requirements under the Instrument and the Guidelines. The Board is responsible for determining whether or not each director is an independent director. To do this, the Board analyzes all material relationships of the directors with the Company and its subsidiaries. The Board considers Mr. Murdoch, Mr. Patel, Ms. Briscoe, Mr. Pitoniak, Mr. Micali and Mr. Zimmerman to be independent as none of them has any material relationship with the Company. Mr. Blake is not independent as a result of his employment with the Company as CEO. A majority of the directors is independent. None of the independent directors works in the day-to-day operations of the Company, is party to any material contracts with the Company, receive, directly or indirectly, any fees or compensation from the Company other than as directors, or has any other material relationships with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). For directorships of the directors of the Company in other reporting issuers (or equivalent), please refer to the disclosure starting on page 2. |
21
Disclosure Requirements under 58-101F1 | Company Disclosure | |
(e) Disclose whether or not the independent directors hold
regularly scheduled meetings at which non-independent
directors and members of management are not in attendance. If
the independent directors hold such meetings, disclose the
number of meetings held since the beginning of the issuers
most 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.
|
The independent directors held five meetings and several informal sessions in 2008 without management present. These meetings were chaired by Mr. Murdoch. Such meetings are scheduled regularly during the year, usually immediately after the Boards quarterly meetings. | |
(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.
|
The Company no longer has a Lead Director because the Chair, Mr. Murdoch, is an independent director. Mr. Murdoch is responsible for the management, development and effective performance of the Board, taking all reasonable measures to ensure that the Board fully executes its mandate. | |
(g) Disclose the attendance record of each director for all
board meetings held since the beginning of the issuers most
recently completed financial year.
|
Please refer to disclosure on page 6 for Board and Committee meeting attendance. The Board achieved an attendance record of 95% in 2008. Agenda and materials in relation to Board and Committee meetings are usually circulated to directors for their review in advance of the meetings. | |
2. Board Mandate 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. |
The Board mandate is available on the Companys
website (www.rbauction.com). The mandate of the
Board is to supervise management of the Company and
to act in the best interests of the Company. The
Board acts in accordance with: the Canadian Business Corporations Act; the Companys Articles of Amalgamation and By-laws; the Companys Code of Business Conduct and Ethics; the charters of the Board committees, including the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee; the Companys Corporate Governance Guidelines; and other applicable laws and Company policies. The Board or designated Board Committees approve significant decisions that affect the Company and its subsidiaries before they are implemented. The Board or a designated committee oversees the implementation of such decisions and reviews the results. Copies of the Companys Code of Business Conduct and Ethics and charters of the Board committees can be found on the Companys website. |
|
The Board meets with the CEO and other executive officers of the Company from time to time to discuss and review internal measures and systems adopted by the management to ensure a culture of integrity throughout the organization. | ||
The Board is involved in the Companys strategic planning process. The Board is responsible for reviewing and approving strategic initiatives, taking into account the risks and opportunities of the business. Management updates the Board on the Companys performance in relation to strategic initiatives at least quarterly. Management undertakes an annual strategic planning process, with regular Board involvement in the process and review and approval of the resulting Strategic Plan. During fiscal 2008, there were nine meetings of the Board. The frequency of meetings and the nature of agenda items change depending upon the state of the Companys affairs. | ||
The Board is responsible for overseeing the identification of the principal risks of the Company and ensuring that risk management systems are implemented. The principal risks of the Company include those related to the Companys underwritten business, ability to sustain and manage growth, reputation and industry. The Audit Committee meets regularly to review reports from management of the Company and discuss significant risk areas with management and the external auditors. The Board ensures that the Company adopts appropriate risk management practices, including a comprehensive enterprise risk management program. | ||
The Board is responsible for choosing the CEO, appointing the Executive Officers and for monitoring their performance. The Compensation Committee is responsible for developing guidelines and procedures for selection and long-range succession planning for the CEO, and the Committee also ensures that processes are in place to recruit qualified senior managers, and to train, develop and retain them. The Board encourages senior management to participate in professional and personal development activities, courses and programs. The Board supports managements commitment to training and developing all employees. |
22
Disclosure Requirements under 58-101F1 | Company Disclosure | |
The Board reviews all the Companys major communications, including annual and quarterly reports. The Company communicates with its stakeholders through a number of channels including its web site. The Board oversees the Companys disclosure policy, which requires, among other things, the accurate and timely communication of all material information as required by applicable law. Shareholders can provide feedback to the Company in a number of ways, including via e-mail (ir@rbauction.com) or calling a toll-free telephone number (1.800.663.8457). Shareholders are also able to contact directly the Chairman via email or telephone as described on page 5 of this Information Circular. The Company has implemented procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters or reports of wrongdoing or violations of the Companys Code of Business Conduct and Ethics. | ||
The Board, through the Audit Committee, oversees the effectiveness and integrity of the Companys internal control processes and management information systems. The Companys Disclosure Committee reports to the Audit Committee on a quarterly basis on the quality of the Companys internal control processes. The Company has also adopted a disclosure policy. | ||
The Nominating and Corporate Governance Committee is responsible for reviewing the governance principles of the Company, recommending any changes to these principles, and monitoring their disclosure. This committee is responsible for the report on corporate governance included in the Companys Information Circular. The committee monitors best practices among major Canadian and U.S. companies to ensure the Company continues to carry out high standards of corporate governance. The Board has adopted corporate governance guidelines, which are available on the Companys website. | ||
3.
Position Descriptions (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. (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. |
The entire Board is responsible for the overall
governance of the Company. Any responsibility that
is not delegated to senior management or a Board
committee remains with the entire Board. The Board
has adopted position descriptions for the CEO and
the Chairman. The charters of the Committees of the
Board of Directors are considered to be position
descriptions for the chairs of the committees. The
CEO has overall responsibility for all Company
operations. The Board reviews and approves the corporate objectives for which the CEO is responsible and such corporate objectives form a key reference point for the review and assessment of the CEOs performance. The Board has defined the limits to managements authority. The Board expects management, among other things, to: review the Companys strategies and their implementation in all key areas of the Companys activities, provide relevant reports to the Board related thereto and integrate the Boards input into managements strategic planning for the Company; carry out a comprehensive planning process and monitor the Companys financial performance against the annual plan approved by the Board; and identify opportunities and risks affecting the Companys business, develop and provide relevant reports to the Board related thereto and, in consultation of the Board, implement appropriate mitigation strategies. |
|
4. Orientation and Continuing Education (a) Briefly describe what measures the board takes to orient new directors regarding (i) the role of the board, its committees and its directors,
and (ii) the nature and operation of the issuers business.
|
All new directors receive an orientation binder, which includes a record of historical public information about the Company, a copy of the Companys Code of Business Conduct and Ethics, the mandate of the Board and the charters of the Board committees, and other relevant corporate and business information and securities filings. In addition, the Companys orientation for directors involves meeting with the Chairman, as well as with senior management of the Company for an interactive introductory discussion about the Company, providing the directors with an opportunity to ask questions. New directors are also expected to attend a Company auction shortly after their appointment and to attend as an observer at least one meeting of each Board committee during their first year. |
23
Disclosure Requirements under 58-101F1 | Company Disclosure | |
(b) 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.
|
Senior management makes regular presentations to
the Board on the main areas of the Companys
business and updates the Board quarterly on the
Companys financial and operating performance.
Periodically, directors tour the Companys
various facilities and are expected to attend
Company auctions. Directors are encouraged to take relevant professional development courses at the Companys expense and at times, the Company also recommends appropriate courses and conferences and encourage directors to attend. For example, a number of directors have attended the NACD Director Professionalism Course at the expense of the Company. The Company also canvases the directors on an annual basis to determine what courses or training each of them has attended during the past year, and the Chair reviews the results with individual directors. |
|
5. Ethical Business Conduct (a) Disclose whether or not the board has adopted a written code for the 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 (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.
|
The Board has adopted a Code of Business Conduct
and Ethics that can be found on the Companys
website and on SEDAR at www.sedar.com. The Board and management review and discuss from time to time the effectiveness of the Companys Code of Business Conduct and Ethics and any areas or systems that may be further improved. The Company performs a Code of Business Conduct and Ethics compliance review on an annual basis, and seeks confirmation of understanding of and adherence to the Code from all employees throughout the Company and from directors. There has been no material change report that has been filed that pertains to any conduct of a director or executive officer that constitutes a departure from the Code. |
|
(b) Describe any steps the
board takes to ensure
directors exercise
independent judgement in
considering transactions
and agreements in respect
of which a director or
executive officer has a
material interest.
|
The Company complies with the relevant provisions under the Canada Business Corporations Act that deal with conflict of interest in the approval of agreements or transactions and the Companys Code of Business Conduct and Ethics sets out additional guidelines in relation to conflict of interest situations. The Company, through directors and officers questionnaires and other systems, also gathers and monitors relevant information in relation to potential conflicts of interest that a director or officer may have. | |
(c) Describe any other
steps the board takes to
encourage and promote a
culture of ethical business
conduct.
|
The Company was founded on, and the business continues to be successful largely as a result of, a commitment to ethical conduct and doing what is right. Employees are regularly reminded about their obligations in this regard and senior management demonstrates a culture of integrity and monitors employees by being in attendance at most of the Companys industrial auctions. This culture is clearly articulated in the Companys strategy document, which was approved by the Board. A summary of the Companys strategy document was presented to all employees of the Company in 2008. | |
6. Nomination of Directors (a) Describe the process by which the board identifies new candidates for board nomination. |
The Nominating and Corporate Governance Committee reviews the competencies and skills of the Board from time to time and identifies any areas where additional strength may be needed. When considering and identifying potential candidates for new directors, the Committee considers those areas where additional strength may be needed. The Nominating and Corporate Governance Committee also has adopted an annual assessment process for the Board and Committees. | |
The Board reviews its composition and size on a regular basis. The Board feels that the size of six to eight members is reasonable given the current size and complexity of the Company. The Company believes that the directors that have been added to the Board in recent years have brought additional experience to the Board and have allowed the Board to increase the number of unrelated and independent directors, while still permitting it to operate in an efficient manner. | ||
(b) Disclose whether or
not the board has a
nominating committee
composed entirely of
independent directors. If
the board does not have a
nominating committee
composed entirely of
independent directors,
describe what steps the
board takes to encourage an
objective nomination
process.
|
The Company currently has a Nominating and
Corporate Governance Committee, composed entirely
of independent directors. The Committee has
three members: Chair: Eric Patel Members: Robert W. Murdoch and Beverley A. Briscoe The Committee is responsible for proposing new nominees to the Board, in accordance with the guidelines articulated in the Nominating and Corporate Governance Committees charter, which is available on the Companys website. |
24
Disclosure Requirements under 58-101F1 | Company Disclosure | |
(c) If the board has a
nominating committee,
describe the
responsibilities, powers
and operation of the
nominating committee.
|
The Nominating and Corporate Governance Committee has the responsibility
for overseeing the evaluation of the effectiveness of the Board as a whole,
as well as the committees of the Board and the contribution of individual
directors, by virtue of its charter. The charter of the Nominating and Corporate Governance Committee can be found on the Companys website. |
|
7. Compensation (a) Describe the process by which the board determines the compensation for issuers directors and officers. |
Please refer to the discussion included in the Compensation Discussion and Analysis commencing on page 9 and to the discussion of director compensation commencing on page 6. | |
(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
composed entirely of
independent directors,
describe what steps the
board takes to ensure an
objective process for
determining such
compensation.
|
The Board has appointed a compensation committee. This Committee has three
members: Chair: Edward B. Pitoniak Members: James M. Micali and Christopher Zimmerman The NYSE rules for United States companies require that all of the members of a Compensation Committee be independent. The Board determined that the Company has been in compliance with this requirement since August 2005. This Committee met five times in 2008 and all members attended all meetings. The charter of the Compensation Committee can be found on the Companys website. |
|
(c) If the board has a
compensation committee,
describe the
responsibilities, powers
and operation of the
compensation committee.
|
The responsibilities, powers and operation of the Compensation Committee are as described in its charter, a copy of which can be found on the Companys website. | |
(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.
|
Until 2008, the Compensation Committee reviewed directors and executive
officers compensation on a regular basis and regularly engaged outside
advisors to assist with its review. Starting in 2008, the Nominating and
Corporate Governance Committee took over responsibility for the review of
directors compensation. To make its recommendation on directors
compensation in 2008, the Nominating and Corporate Governance Committee
took into account the types of compensation and the amounts paid to
directors of other comparable companies and used the services of an outside
advisor (Mercer). The Compensation Committee also engaged Mercer in 2008
to review and provide recommendations for executive officer compensation.
Please see the Compensation Discussion and Analysis commencing on page 9
for further details. Please see Compensation of Directors commencing on page 6 for information about the compensation received by the directors in 2008. |
|
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. |
The Board has no other standing committees. | |
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. |
The Board has an annual assessment process for the Board and its committees, including an individual board member self-evaluation process. The process is administered by the Nominating and Corporate Governance Committee. The process considers Board and Committee performance relative to the Board mandate or relevant Committee charters, as appropriate, and provides a mechanism for all directors to assess and provide comments on Board and Committee performance. The results of the annual assessment are shared with all Board members and select members of senior management, as appropriate. |
25
26
27
28
9th Floor, 100 University Avenue | ||||
Toronto, Ontario M5J 2Y1 | ||||
www.computershare.com |
1. | Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse). | |
2. | If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy. | |
3. | This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy. | |
4. | If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder. | |
5. | The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management. | |
6. | The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly. | |
7. | This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof. | |
8. | This proxy should be read in conjunction with the accompanying documentation provided by Management. |
+ | + |
Appointment of Proxyholder |
||||||
The undersigned Registered Shareholder of Ritchie Bros. Auctioneers Incorporated (the Company) hereby appoint: Robert W. Murdoch, or failing this person, Peter J. Blake, |
OR |
Print the name of the person you are
appointing if this person is someone other than the Chairman of the Meeting. |
1. Election of Directors |
||||||||||||||||
For | Withhold | For | Withhold | For | Withhold | |||||||||||
01. Robert Waugh Murdoch |
o | o | 02. Peter James Blake | o | o | 03. Eric Patel | o | o | ||||||||
04. Beverley Anne Briscoe |
o | o | 05. Edward Baltazar Pitoniak | o | o | 06. Christopher Zimmerman | o | o | ||||||||
07. James Michael Micali |
o | o | ||||||||||||||
For | Withhold | |||
|
||||
2. Appointment of Auditors Appointment of KPMG LLP as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration. |
o | o | ||
Authorized Signature(s) - This section must be completed for your
instructions to be executed.
|
Signature(s) | Date | |||||
I/We authorize you to act in accordance with my/our instructions
set out above. I/We hereby revoke any proxy previously given
with respect to the Meeting. If no voting instructions are
indicated above, this Proxy will be voted as recommended by
Management. |
DD / MM / YY | ||||||
Interim Financial Statements - Mark this box
if you would like to receive interim financial
statements and accompanying Managements
Discussion and Analysis by mail.
|
o | Annual Financial Statements - Mark this box
if you would NOT like to receive the Annual Financial
Statements and accompanying Managements Discussion
and Analysis by mail.
o |
+ |
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