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Corporate Governance Rankings 2007

Corporations

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Rank	Company	1	2	3	4	5	6a	6b	7	8	9	BC	10a	10b	11a	11b	12	13	14a	14bi	14bii	14c	14d	SC	15a	15b	16a	16b	16c	17	18	SR	19	20	21	22a	22b	23	24a	24b	D	Total	5-Yr Rtn	2006
1	Manulife Financial Corp.	8	4	4	3	5	3	2	1	3	3	36	4	4	2	3	2	3	2	1	1	1	1	24	4	2	4	2	2	4	10	28	1	1	2	2	1	1	1	1	10	98	170	96
2	Gildan Activewear Inc.	8	4	4	3	5	3	2	1	3	2	35	4	4	2	3	2	4	2	1	1	1	1	25	4	2	4	2	2	3	10	27	1	1	2	2	1	1	1	0	9	96	367	86
3	Canadian National Railway Co.	8	4	4	3	5	3	2	1	2	3	35	4	4	2	3	2	4	2	1	1	1	1	25	4	2	2	2	2	3	10	25	1	1	2	2	1	1	1	1	10	95	207	87
3	Toronto-Dominion Bank	8	4	4	3	5	0	2	1	3	3	33	4	4	2	3	2	3	2	1	1	1	1	24	4	2	4	2	2	4	10	28	1	1	2	2	1	1	1	1	10	95	217	93
5	Bank of Montreal	8	4	4	3	5	3	2	1	3	3	36	4	4	2	3	1	4	2	1	1	1	1	24	4	2	2	2	2	4	10	26	1	1	0	2	1	1	1	1	8	94	107	91
5	Canadian Pacific Railway Ltd.	8	4	4	3	5	3	2	1	2	3	35	4	4	2	3	2	3	2	1	1	1	0	23	4	2	2	2	2	4	10	26	1	1	2	2	1	1	1	1	10	94	162	90
5	Royal Bank of Canada	8	4	4	3	5	0	2	1	3	3	33	4	4	2	3	2	3	2	1	1	0	1	23	4	2	4	2	2	4	10	28	1	1	2	2	1	1	1	1	10	94	143	92
8	Potash Corporation of Saskatchewan Inc.	8	4	4	2	5	3	2	1	3	3	35	4	4	2	3	2	3	2	0	1	1	0	22	4	2	2	2	2	4	10	26	1	1	2	2	1	1	1	1	10	93	570	-
8	Sun Life Financial Inc.	8	4	4	3	5	0	2	1	3	2	32	4	4	2	3	2	3	2	1	1	1	1	24	4	2	4	2	2	3	10	27	1	1	2	2	1	1	1	1	10	93	126	90
8	TransAlta Corp.	8	4	4	3	5	3	2	1	2	3	35	4	3	2	3	2	3	2	1	1	1	0	22	4	2	4	2	2	4	10	28	1	1	0	2	1	1	1	1	8	93	112	88
11	Agrium Inc.	8	4	4	3	5	0	2	1	2	3	32	4	4	2	3	2	3	2	1	1	1	0	23	4	2	4	2	2	3	10	27	1	1	2	2	1	1	1	1	10	92	291	87
11	SNC-Lavalin Group Inc.	8	4	4	3	5	3	2	1	3	3	36	4	4	2	3	2	3	2	1	1	1	1	24	4	2	2	2	2	2	10	24	1	1	0	2	1	1	1	1	8	92	308	94
13	Nortel Networks Corp.	8	4	4	3	5	3	2	1	3	1	34	4	4	2	3	2	3	2	1	1	1	0	23	4	2	0	2	2	4	10	24	1	1	2	2	1	1	1	1	10	91	113	78
13	TSX Group Inc.	8	4	4	3	5	3	2	1	3	2	35	4	4	2	3	2	1	2	1	1	1	1	22	4	2	2	2	2	3	10	25	1	1	2	2	1	1	1	0	9	91	0	88
14	Alcan Inc.	8	4	4	3	3	3	2	1	3	3	34	4	3	2	3	1	4	2	1	1	0	0	21	4	2	2	2	2	4	10	26	1	1	1	2	1	1	1	1	9	90	205	80
14	Finning International Inc.	8	4	4	3	5	3	2	1	3	1	34	4	4	2	3	2	4	2	1	1	1	1	25	4	2	4	2	2	3	10	27	1	1	1	0	0	0	1	0	4	90	178	82
14	Inmet Mining Corp.	8	4	4	3	2	3	2	0	3	1	30	4	4	2	2	2	2	2	1	1	1	1	22	4	2	4	2	2	4	10	28	1	1	2	2	1	1	1	1	10	90	2089	83
14	MDS Inc.	8	4	4	3	5	3	2	1	2	2	34	4	4	2	3	2	3	2	1	1	1	0	23	4	0	2	2	2	3	10	23	1	1	2	2	1	1	1	1	10	90	2	86
18	Bank of Nova Scotia	8	4	4	3	5	0	2	1	2	3	32	4	3	2	3	0	3	2	1	1	1	1	21	4	2	2	2	2	4	10	26	1	1	2	2	1	1	1	1	10	89	173	86
18	Canadian Imperial Bank of Commerce	8	4	4	3	5	0	2	1	3	3	33	4	4	2	3	0	3	2	1	1	1	1	22	4	2	2	2	2	4	10	26	1	1	0	2	1	1	1	1	8	89	190	91
18	TransCanada Corp.	8	4	4	3	5	0	2	1	2	3	32	4	4	2	3	2	2	2	1	1	1	0	22	4	2	4	2	2	3	10	27	1	1	0	2	1	1	1	1	8	89	96	89
21	Industrial Alliance Insurance and Financial Services Inc.	8	4	4	3	5	3	2	1	2	3	35	4	4	2	3	0	4	0	1	1	1	1	21	4	2	2	2	2	2	10	24	1	1	0	2	1	1	1	1	8	88	137	-
21	RONA Inc.	8	4	4	3	5	0	2	1	3	3	33	4	4	2	3	2	3	2	1	1	1	0	23	4	0	2	2	2	4	10	24	1	1	2	2	1	0	1	0	8	88	0	61
23	Emera Inc.	8	4	4	3	5	3	2	2	1	3	35	4	4	2	3	2	2	0	1	1	0	1	20	4	0	2	2	2	3	10	23	1	1	2	1	1	1	1	1	9	87	43	80
23	Enbridge Inc.	8	4	4	2	5	0	2	1	3	2	31	2	4	2	3	2	3	2	1	1	1	0	21	4	2	2	2	2	4	10	26	1	1	1	2	1	1	1	1	9	87	85	87
23	Home Capital Group Inc.	8	4	4	3	5	3	2	1	2	3	35	4	4	2	3	2	2	0	1	1	0	0	19	4	2	2	2	2	3	10	25	1	1	2	2	0	1	1	0	8	87	461	87
23	Nexen Inc.	8	4	4	3	5	0	2	1	3	3	33	2	4	2	3	2	2	2	1	1	1	0	20	4	2	2	2	2	2	10	24	1	1	2	2	1	1	1	1	10	87	229	88
27	EnCana Corp.	8	4	4	3	5	0	2	1	3	3	33	4	4	2	3	2	3	0	1	1	1	0	21	4	2	2	1	2	3	10	24	1	1	2	1	1	0	1	1	8	86	167	85
27	MacDonald Dettwiler & Associates Ltd.	8	4	4	3	5	3	2	0	3	2	34	2	2	2	3	2	1	2	1	1	1	1	18	4	0	4	2	2	3	10	25	1	1	1	2	1	1	1	1	9	86	128	71
27	Methanex Corp.	8	4	2	3	3	3	2	1	3	3	32	2	2	2	3	2	3	2	0	1	1	0	18	4	2	4	0	2	4	10	26	1	1	2	2	1	1	1	1	10	86	110	84
30	Cameco Corp.	8	4	2	2	5	0	2	1	2	3	29	4	4	2	3	2	3	2	1	1	1	0	23	4	2	2	2	2	3	10	25	1	1	0	2	1	1	1	1	8	85	939	-
30	Canfor Corp.	8	4	4	3	5	3	2	0	1	3	33	4	4	2	3	0	1	2	1	1	0	1	19	4	0	4	2	2	3	10	25	1	1	2	1	0	1	1	1	8	85	76	80
30	National Bank of Canada	8	4	4	3	5	0	2	1	3	3	33	4	4	2	3	0	4	2	1	1	0	0	21	4	2	0	2	2	3	10	23	1	1	2	2	0	1	1	0	8	85	118	84
30	Shoppers Drug Mart Corp.	8	4	4	3	5	3	2	2	1	3	35	4	4	0	3	0	2	0	1	1	1	0	16	4	2	2	2	2	3	10	25	1	1	2	2	0	1	1	1	9	85	133	68
34	Maple Leaf Foods Inc.	8	4	4	3	3	0	2	1	1	2	28	4	2	2	3	2	3	2	1	1	1	1	22	4	2	0	2	2	4	10	24	1	1	2	2	1	1	1	1	10	84	45	81
34	Rothmans Inc.	8	4	4	3	5	3	2	1	3	2	35	4	3	2	3	2	2	0	0	0	1	0	17	4	0	4	2	2	4	10	26	1	1	0	2	1	0	1	0	6	84	124	84
34	TELUS Corp.	8	4	4	3	5	3	2	1	3	3	36	4	4	2	3	2	3	2	1	1	1	0	23	4	2	2	1	2	2	4	17	1	1	2	0	1	1	1	1	8	84	454	75
37	Barrick Gold Corp.	8	4	4	3	2	3	2	0	1	3	30	4	3	2	2	2	1	2	1	1	1	0	19	4	2	4	2	2	2	10	26	1	1	0	2	1	1	1	1	8	83	69	65
37	Russel Metals Inc.	8	4	4	3	5	3	2	1	2	3	35	2	4	2	3	2	2	0	1	1	1	0	18	4	2	2	1	0	2	10	21	1	1	2	2	1	1	1	0	9	83	724	79
37	Suncor Energy Inc.	8	4	4	3	5	3	2	1	3	3	36	4	4	2	3	2	2	2	1	1	0	0	21	4	0	0	2	2	2	10	20	1	1	2	1	0	0	1	0	6	83	255	84
37	Talisman Energy Inc.	8	4	4	3	5	3	2	1	3	1	34	4	3	2	3	2	1	2	1	1	0	0	19	4	2	0	2	2	2	10	22	1	1	2	1	0	1	1	1	8	83	188	73
37	Tim Hortons Inc.	8	4	4	3	2	3	2	1	0	2	29	4	4	2	3	2	4	2	1	1	1	0	24	2	0	4	2	2	4	10	24	1	1	0	2	1	0	1	0	6	83	0	-
37	Toromont Industries Ltd.	8	4	4	3	2	3	2	0	3	3	32	4	4	2	3	2	4	2	1	0	1	1	24	2	0	2	2	2	0	10	18	1	1	2	2	1	1	1	0	9	83	172	74
44	Stantec Inc.	8	4	4	3	5	3	2	1	0	3	33	4	3	0	3	2	3	2	1	1	1	0	20	4	0	0	1	2	2	10	19	1	1	2	2	1	1	1	1	10	82	335	77
45	Brookfield Asset Management Inc.	8	4	4	3	2	0	2	0	2	3	28	4	4	2	3	2	2	2	1	1	0	0	21	4	2	2	2	2	4	10	26	1	1	0	2	0	1	1	0	6	81	348	64
45	Cognos Inc.	8	4	4	3	3	3	2	1	1	3	32	4	4	2	3	2	2	0	0	1	0	0	18	4	2	0	2	2	2	10	22	1	1	2	2	0	1	1	1	9	81	52	78
45	Petro-Canada	8	4	4	3	5	0	2	1	0	3	30	2	4	2	3	2	3	2	1	1	1	0	21	4	0	2	2	2	4	10	24	1	1	0	2	1	0	1	0	6	81	156	81
48	Agnico-Eagle Mines Ltd.	8	4	4	3	5	3	2	1	3	1	34	4	4	2	3	2	2	0	1	1	0	0	19	4	0	2	2	0	0	10	18	1	1	2	1	1	1	1	1	9	80	95	78
48	Compton Petroleum Corp.	8	4	4	3	5	3	2	0	3	2	34	4	4	2	3	2	2	0	1	1	1	0	20	4	2	0	0	2	0	10	18	1	1	2	2	1	0	1	0	8	80	130	70
48	Kinross Gold Corp.	8	4	4	3	5	3	2	1	2	2	34	2	1	2	2	2	2	0	1	0	1	0	13	4	0	4	2	2	2	10	24	1	1	2	2	0	1	1	1	9	80	41	70
51	Manitoba Telecom Services Inc.	8	4	4	3	5	3	2	1	2	3	35	2	3	0	0	2	3	0	1	1	1	0	13	4	2	0	2	2	3	10	23	1	1	2	2	1	0	1	0	8	79	81	73
52	Addax Petroleum Corp.	8	4	4	3	5	3	2	0	3	2	34	4	4	2	3	2	0	2	1	1	0	0	19	0	0	2	2	2	4	10	20	1	0	0	2	1	0	1	0	5	78	0	-
52	Astral Media Inc.	8	4	4	3	2	3	2	1	3	3	33	4	3	2	3	2	3	0	1	1	0	0	19	4	2	2	2	2	4	0	16	1	1	2	2	1	1	1	1	10	78	146	65
52	BCE Inc.	8	4	4	2	5	0	2	1	2	3	31	2	4	2	3	2	3	0	1	0	0	0	17	4	2	2	2	2	4	10	26	0	1	0	2	0	1	0	0	4	78	77	79
52	Celestica Inc.	8	4	4	3	5	3	2	0	2	3	34	4	4	2	3	2	3	2	1	1	0	0	22	4	2	0	2	2	4	0	14	1	1	2	1	1	1	1	0	8	78	-70	73
52	Thomson Corp.	4	4	2	2	3	3	2	1	3	3	27	4	3	2	3	2	3	0	0	1	0	0	18	4	2	2	2	2	3	10	25	1	1	2	2	0	0	1	1	8	78	20	75
56	CAE Inc.	8	4	0	0	1	3	2	1	1	3	23	4	4	2	3	2	3	0	0	0	1	0	19	4	2	4	2	2	3	10	27	1	1	0	2	1	1	1	1	8	77	212	77
56	Norbord Inc.	4	4	2	2	3	0	2	1	3	3	24	4	4	2	3	2	3	0	1	1	1	0	21	4	2	2	2	2	3	10	25	1	1	2	2	0	0	1	0	7	77	96	68
56	WestJet Airlines Ltd.	8	4	4	3	2	0	2	0	1	3	27	4	4	0	3	2	3	2	1	1	1	1	22	4	2	0	0	2	2	10	20	1	1	1	2	1	1	1	0	8	77	42	65
59	Imperial Oil Ltd.	4	4	4	3	0	3	2	1	2	3	26	4	3	2	3	2	0	2	1	1	0	0	18	4	0	4	2	2	4	10	26	1	1	2	0	0	0	1	1	6	76	241	73
59	Laurentian Bank of Canada	8	4	4	3	5	0	2	1	2	1	30	2	2	0	3	1	4	0	1	1	1	0	15	4	0	4	2	2	3	10	25	1	1	0	2	1	1	0	0	6	76	94	74
59	Linamar Corp.	4	4	4	3	1	3	2	1	3	3	28	4	3	2	3	2	1	0	1	1	0	0	17	0	0	4	2	2	4	10	22	1	1	2	2	0	1	1	1	9	76	204	72
59	Transat A.T. Inc.	8	4	4	3	0	3	2	1	2	1	28	2	3	2	3	2	3	2	1	1	1	0	20	0	0	2	2	2	3	10	19	1	1	2	2	1	1	1	0	9	76	548	-
64	Biovail Corp.	4	4	4	3	3	3	2	0	3	3	29	4	4	0	0	2	3	2	1	1	1	0	18	4	0	0	1	0	3	10	18	1	1	2	2	1	1	1	1	10	75	-50	64
65	Abitibi-Consolidated Inc.	8	4	2	2	5	3	2	1	3	3	33	2	0	0	0	0	4	2	1	0	0	0	9	4	2	4	2	0	3	10	25	1	1	2	2	0	0	1	0	7	74	-82	66
65	Canadian Western Bank	8	4	4	3	5	0	2	1	3	3	33	4	4	2	3	0	3	2	1	1	0	0	20	0	0	0	0	2	2	10	14	1	1	0	2	0	1	1	1	7	74	409	68
67	Cogeco Cable Inc.	8	4	4	3	5	0	2	1	2	3	32	4	2	2	3	1	4	0	1	1	1	0	19	0	0	2	2	2	3	4	13	1	1	1	2	1	1	1	1	9	73	368	71
67	Cott Corp.	4	4	4	3	3	3	2	1	2	3	29	2	0	0	3	2	1	2	1	1	0	0	12	2	0	4	2	2	4	10	24	1	1	2	2	0	0	1	1	8	73	-67	60
67	Emergis Inc.	8	4	4	3	5	0	2	0	2	1	29	4	3	2	0	2	3	2	1	1	0	0	18	2	0	0	1	2	2	10	17	1	1	2	2	0	1	1	1	9	73	74	75
67	Fortis Inc.	8	4	4	3	5	3	2	1	2	3	35	4	3	2	3	0	0	0	1	1	0	0	14	0	0	0	2	2	3	10	17	1	1	2	2	0	0	1	0	7	73	154	71
67	Nova Chemicals Corp.	8	4	4	3	5	3	2	1	1	2	33	4	4	2	3	2	3	0	1	0	0	0	19	4	2	0	2	0	0	10	18	1	1	0	0	0	0	1	0	3	73	23	69
67	Saskatchewan Wheat Pool Inc.	8	4	4	3	5	3	2	0	0	2	31	4	0	2	0	2	0	2	1	1	0	0	12	4	2	4	2	2	4	10	28	1	1	0	0	0	0	0	0	2	73	-22	-
67	UTS Energy Corp.	8	4	2	2	2	3	2	0	2	3	28	4	4	2	3	2	1	2	1	1	1	0	21	0	0	2	1	2	2	10	17	1	1	0	2	1	1	1	0	7	73	688	65
74	Aber Diamond Corp.	4	4	4	3	2	3	2	0	1	3	26	4	3	0	3	2	0	2	1	1	1	0	17	0	0	4	2	2	2	10	20	1	1	2	2	1	1	1	0	9	72	49	61
74	Bombardier Inc.	4	4	4	3	0	3	2	1	2	1	24	4	3	2	3	2	3	2	1	1	1	0	22	4	2	2	2	2	4	3	19	1	1	0	2	0	1	1	1	7	72	44	64
74	Forzani Group Ltd.	8	4	4	3	3	3	2	0	0	3	30	4	4	0	3	2	0	0	1	1	0	0	15	4	0	0	0	2	4	10	20	1	1	1	2	1	1	0	0	7	72	18	52
74	Saputo Inc.	4	4	4	3	3	0	2	1	3	2	26	2	4	2	3	2	3	2	1	1	0	0	20	4	0	0	1	2	2	10	19	1	1	2	2	0	1	0	0	7	72	109	68
78	Ballard Power Systems Inc.	4	4	4	3	5	0	2	1	3	3	29	4	4	2	3	1	3	0	1	1	0	0	19	0	0	0	1	2	3	10	16	1	1	0	2	0	1	1	1	7	71	-66	70
78	Brookfield Properties Corp.	4	4	4	2	2	3	2	1	1	2	25	4	1	2	3	0	1	0	1	1	0	0	13	4	0	4	2	2	3	10	25	1	1	2	2	0	1	0	1	8	71	121	68
78	Canadian Tire Corp. Ltd.	8	4	4	2	5	3	2	1	3	3	35	4	3	2	0	2	2	2	1	1	1	0	18	4	2	2	2	0	3	0	13	0	1	1	0	1	1	1	0	5	71	211	69
78	Goldcorp Inc.	8	4	4	3	3	0	2	1	2	1	28	2	2	0	3	2	0	2	1	1	0	0	13	4	2	4	2	0	2	10	24	1	1	1	2	0	1	0	0	6	71	90	78
78	Kingsway Financial Services Inc.	8	4	4	2	2	3	2	0	0	2	27	4	4	0	3	2	2	0	1	1	1	0	18	4	0	0	1	2	0	10	17	1	1	2	1	1	1	1	1	9	71	45	67
78	Research In Motion Ltd.	8	4	4	3	5	3	2	1	0	1	31	0	3	0	3	2	4	0	1	1	0	0	14	0	0	2	2	2	3	10	19	1	1	2	2	0	1	0	0	7	71	3836	55
84	Canadian Natural Resources Ltd.	4	4	2	3	1	3	2	1	3	2	25	4	4	2	3	2	0	0	1	1	0	0	17	4	2	0	0	2	2	10	20	1	0	2	2	1	0	1	1	8	70	523	61
84	Centerra Gold Inc.	0	4	2	2	5	3	2	0	2	1	21	4	4	2	3	0	3	2	1	1	1	0	21	4	0	0	2	2	3	10	21	0	1	0	2	1	1	1	1	7	70	0	59
84	MEGA Brands Inc.	4	4	4	3	3	3	2	1	0	2	26	4	2	2	3	2	2	0	1	1	1	0	18	2	0	0	2	2	4	10	20	1	1	2	0	0	1	1	0	6	70	-13	59
84	ShawCor Ltd.	4	4	4	2	3	3	2	1	2	3	28	2	4	2	3	2	3	2	1	1	1	0	21	4	0	0	2	2	3	3	14	1	1	2	1	0	1	1	0	7	70	154	54
88	Axcan Pharma Inc.	8	4	4	3	3	3	2	1	0	3	31	4	0	0	0	2	3	2	1	1	0	1	14	4	0	0	2	2	0	10	18	1	1	0	2	0	0	1	1	6	69	36	-
88	FirstService Corp.	8	4	4	3	5	3	2	0	3	2	34	4	4	2	3	0	2	2	1	1	0	0	19	4	2	2	1	0	0	0	9	1	1	2	2	0	1	0	0	7	69	125	67
88	Gabriel Resources Ltd.	8	4	4	3	5	3	2	0	3	0	32	0	3	0	3	2	4	0	1	1	0	0	14	4	0	0	2	0	0	10	16	1	1	2	1	0	1	1	0	7	69	-51	71
88	Major Drilling Group International Inc.	8	4	4	2	3	0	2	0	3	3	29	2	4	2	0	2	0	0	1	1	1	0	13	4	2	0	2	0	1	10	19	1	1	0	2	1	1	1	1	8	69	1699	-
88	ONEX Corp.	8	4	4	3	2	3	2	1	3	3	33	4	4	2	3	2	0	2	1	1	1	0	20	0	0	0	2	2	3	0	7	1	1	2	1	1	1	1	1	9	69	96	61
88	Silver Wheaton Corp.	8	4	4	3	3	3	2	0	3	1	31	0	2	0	3	2	0	2	1	1	0	0	11	4	0	4	2	0	0	10	20	1	1	2	2	0	1	0	0	7	69	0	63
88	Transcontinental Inc.	8	4	4	3	2	3	2	1	2	3	32	4	4	2	2	2	2	0	1	1	0	0	18	0	0	2	2	2	3	2	11	1	1	2	2	0	1	0	1	8	69	16	64
95	ATS Automation Tooling Systems Inc.	8	4	4	3	5	0	2	0	0	1	27	4	4	2	3	0	2	0	1	1	0	0	17	4	0	0	2	2	3	10	21	1	1	0	0	0	0	0	1	3	68	-41	73
95	Calfrac Well Services Ltd.	8	4	4	3	5	3	2	0	2	3	34	2	4	0	3	2	2	0	1	1	0	0	15	0	0	0	0	2	3	10	15	1	0	2	0	0	1	0	0	4	68	703	73
95	Golden Star Resources Ltd.	8	4	4	3	5	3	2	0	2	1	32	0	3	0	3	2	1	2	1	1	0	0	13	4	0	2	2	0	0	10	18	1	1	0	2	0	0	1	0	5	68	105	54
95	QLT Inc.	8	4	4	3	5	3	2	0	0	1	30	4	0	0	2	2	3	2	1	1	0	0	15	4	0	0	0	0	2	10	16	1	1	2	2	0	0	1	0	7	68	-53	65
95	Savanna Energy Services Corp.	8	4	4	3	3	0	2	0	2	3	29	4	3	0	3	2	1	0	1	1	0	0	15	4	0	0	2	2	2	10	20	1	0	2	0	0	1	0	0	4	68	0	59
99	Eldorado Gold Corp.	8	4	4	3	5	3	2	0	2	3	34	0	2	0	2	2	0	0	1	1	0	0	8	4	2	2	2	0	0	10	20	1	1	0	2	0	1	0	0	5	67	320	60
100	Husky Energy Inc.	4	4	2	3	3	0	2	1	1	1	21	4	1	0	2	2	2	2	1	1	0	0	15	4	2	0	2	2	3	10	23	1	1	2	2	0	1	1	0	8	67	496	63
100	IamGold Corp.	8	4	4	2	3	3	2	0	3	3	32	4	2	0	3	0	0	0	1	1	0	0	11	0	0	4	2	2	2	10	20	1	0	2	0	0	1	0	0	4	67	47	65
100	Tesco Corp.	8	4	2	2	5	3	2	0	0	1	27	4	2	2	0	2	4	2	1	1	0	0	18	4	0	0	0	2	1	10	17	1	1	0	2	0	0	1	0	5	67	100	62
100	Trican Well Service Ltd.	4	4	2	2	0	3	2	0	3	1	21	4	4	0	3	2	1	2	1	1	0	1	19	4	2	0	0	2	2	10	20	1	1	2	1	0	1	1	0	7	67	648	59
100	Uranium One Inc.	4	4	4	3	5	3	2	0	2	3	30	2	3	0	3	2	1	0	1	1	0	0	13	4	0	2	2	2	0	10	20	1	0	2	0	0	1	0	0	4	67	150	-
106	Angiotech Pharmaceuticals Inc.	8	4	4	3	5	3	2	0	2	2	33	0	2	0	3	2	0	2	1	1	0	0	11	4	0	0	2	0	0	10	16	1	1	2	2	0	0	0	0	6	66	-60	63
106	Empire Co. Ltd.	4	4	2	3	3	0	2	1	2	2	23	4	4	2	3	0	1	0	0	0	0	0	14	4	0	4	2	2	4	4	20	1	1	2	2	0	1	1	1	9	66	95	59
106	FNX Mining Company Inc.	8	4	4	3	2	0	2	0	0	3	26	2	2	2	3	2	1	0	1	1	0	0	14	4	0	2	2	2	0	10	20	1	1	0	2	0	1	1	0	6	66	541	-
106	Loblaw Companies Ltd.	4	4	2	2	2	3	2	1	1	0	21	4	4	2	3	2	0	0	1	1	1	0	18	0	0	4	2	2	2	10	20	1	1	2	2	0	0	1	0	7	66	-14	-
106	Sears Canada Inc.	4	4	2	2	3	3	2	2	3	0	25	2	3	0	0	2	2	2	1	1	1	0	14	0	0	4	2	2	4	10	22	1	1	2	0	0	1	0	0	5	66	236	46
111	Ensign Energy Services Inc.	8	4	4	3	3	3	2	1	2	2	32	4	3	2	3	2	0	0	1	1	0	0	16	0	0	0	0	2	0	10	12	1	0	2	1	0	1	0	0	5	65	163	63
111	Fairfax Financial Holdings Ltd.	8	4	4	3	2	0	2	0	2	1	26	4	4	2	3	0	4	2	1	1	0	0	21	4	0	4	2	2	0	0	12	1	1	2	0	0	1	1	0	6	65	116	63
111	George Weston Ltd.	4	4	2	2	2	0	2	1	1	1	19	4	4	2	3	2	1	0	1	1	0	0	18	0	0	4	2	2	2	10	20	1	1	2	2	0	1	1	0	8	65	-27	65
111	Synenco Energy Inc.	8	4	2	2	0	3	2	0	0	1	22	4	4	0	3	2	1	0	1	1	0	0	16	4	0	0	1	2	2	10	19	1	1	2	1	0	1	1	1	8	65	0	-
115	CCL Industries Inc.	8	4	4	3	5	3	2	1	2	3	35	2	1	2	3	0	3	2	0	1	0	0	14	2	0	0	2	2	3	0	9	1	1	0	2	0	1	0	1	6	64	156	-
115	ING Canada Inc	4	4	2	2	3	3	2	2	2	1	25	0	1	0	3	1	0	0	0	0	0	0	5	4	2	4	2	2	4	10	28	1	1	0	2	0	1	1	0	6	64	0	-
115	Metro Inc.	4	4	4	2	5	3	2	1	3	1	29	4	4	2	3	2	2	0	0	0	1	0	18	0	0	4	2	2	3	0	11	1	1	0	2	1	0	1	0	6	64	115	65
115	Sherritt International Corp.	8	4	4	3	1	0	2	1	0	3	26	4	4	0	0	2	1	0	1	1	0	0	13	2	0	4	2	2	2	10	22	1	0	0	0	0	1	0	1	3	64	278	64
115	West Fraser Timber Co. Ltd.	8	2	4	2	2	3	2	1	1	0	25	4	4	2	3	0	1	0	0	0	0	0	14	2	0	0	2	2	2	10	18	1	1	0	2	0	1	1	1	7	64	47	68
120	CORUS Entertainment Inc.	4	4	4	3	2	3	2	2	2	3	29	4	4	2	3	0	2	2	1	1	1	0	20	0	0	0	2	2	3	0	7	0	0	2	2	1	1	1	0	7	63	157	59
120	Miramar Mining Corp.	8	4	4	3	5	0	2	1	2	2	31	0	2	0	0	2	0	0	0	1	0	0	5	4	2	2	0	0	0	10	18	1	1	2	2	0	1	1	1	9	63	207	64
120	Northbridge Financial Corp.	4	4	4	3	3	0	2	0	2	1	23	4	3	0	3	2	0	0	1	1	0	0	14	0	0	4	2	2	0	10	18	1	1	2	1	0	1	1	1	8	63	0	56
123	Anvil Mining Ltd.	8	4	4	3	5	3	2	0	0	2	31	2	4	0	3	2	0	0	1	1	0	0	13	4	0	0	1	2	0	10	17	1	0	0	0	0	0	0	0	1	62	0	-
123	First Calgary Petroleums Ltd.	8	4	4	3	5	3	2	0	3	1	33	0	3	0	3	2	0	0	1	1	0	0	10	0	0	0	2	2	0	10	14	1	0	2	2	0	0	0	0	5	62	295	58
123	Gerdau Ameristeel Corp.	0	4	4	3	3	0	2	0	0	3	19	4	3	0	3	2	0	0	0	0	0	0	12	4	0	4	2	2	2	10	24	1	1	2	2	0	0	1	0	7	62	310	71
123	Ivanhoe Mines Ltd.	4	4	4	3	2	0	2	0	3	3	25	4	4	0	0	2	0	0	1	1	1	0	13	4	0	4	0	0	0	10	18	1	1	0	1	1	1	1	0	6	62	301	72
127	AGF Management Ltd.	4	4	4	3	2	3	2	0	1	2	25	4	4	2	3	2	2	2	1	1	1	0	22	0	0	2	2	2	3	0	9	1	1	2	0	1	0	0	0	5	61	166	58
127	OPTI Canada Inc.	8	4	2	3	5	3	2	0	0	3	30	0	4	0	3	2	0	0	1	1	0	0	11	4	0	0	2	0	0	10	16	1	0	2	0	0	1	0	0	4	61	0	59
127	Pason Systems Inc.	8	4	4	3	0	3	2	1	2	3	30	0	4	2	3	2	0	2	1	1	0	0	15	0	0	0	0	2	0	10	12	1	0	2	0	0	1	0	0	4	61	436	55
127	Power Financial Corp.	4	4	2	2	1	0	0	1	0	1	15	4	4	0	3	2	4	0	1	1	0	0	19	4	0	4	2	2	2	10	24	0	1	0	2	0	0	0	0	3	61	173	51
127	Sino-Forest Corp.	8	4	4	3	2	3	2	0	1	1	28	2	2	0	3	2	4	0	1	1	0	0	15	0	0	2	2	2	0	10	16	1	0	0	0	0	1	0	0	2	61	2370	56
127	Torstar Corp.	4	2	2	2	5	3	2	1	1	3	25	4	3	2	3	2	3	0	0	1	1	0	19	0	0	0	2	2	3	0	7	1	1	2	2	1	1	1	1	10	61	-3	63
133	Cascades Inc.	4	4	4	3	3	3	2	1	2	1	27	0	0	2	3	2	1	0	1	1	0	0	10	0	0	2	2	0	2	10	16	1	1	2	2	0	1	0	0	7	60	-37	54
133	Rogers Communications Inc.	4	2	4	0	3	3	2	1	1	3	23	4	4	2	3	2	3	0	1	0	0	0	19	4	0	2	2	2	3	0	13	0	1	0	2	0	1	1	0	5	60	824	-
133	Teck Cominco Ltd.	4	4	4	3	3	3	2	1	1	0	25	4	4	0	3	2	3	2	0	1	0	0	19	0	0	4	2	2	2	0	10	1	1	2	0	0	0	1	1	6	60	914	56
136	CanWest Global Communications Corp.	8	4	4	3	5	3	2	1	0	2	32	4	1	2	3	0	1	0	0	0	0	0	11	0	0	0	2	2	3	4	11	1	1	2	0	0	1	0	0	5	59	74	59
136	Jean Coutu Group Inc.	4	4	2	2	3	3	2	1	1	2	24	0	2	2	3	2	4	2	1	1	0	0	17	0	0	4	2	0	2	4	12	1	1	0	2	1	1	0	0	6	59	-20	53
136	Niko Resources Ltd.	8	4	4	3	0	3	2	0	1	3	28	0	4	0	3	2	2	0	1	1	0	0	13	0	0	0	0	2	0	10	12	1	1	2	0	0	1	1	0	6	59	490	54
136	Open Text Corp.	4	4	4	3	2	3	2	1	3	3	29	0	3	0	2	2	3	0	1	1	0	0	12	4	0	0	1	0	0	10	15	1	1	1	0	0	0	0	0	3	59	67	58
136	Pan American Silver Corp.	4	4	4	3	2	3	2	0	1	3	26	0	3	0	2	2	2	0	1	1	0	0	11	4	0	0	2	2	0	10	18	1	0	2	0	0	1	0	0	4	59	196	55
136	ProEx Energy Ltd.	8	4	4	0	5	0	2	0	3	2	28	0	3	0	3	2	0	0	1	1	0	0	10	0	0	0	2	2	0	10	14	1	0	2	2	1	1	0	0	7	59	0	-
142	Connacher Oil and Gas Ltd.	8	4	4	2	2	0	2	0	2	3	27	4	2	2	3	2	0	0	1	1	0	0	15	0	0	0	0	0	2	10	12	1	1	0	0	0	1	1	0	4	58	702	55
142	DundeeWealth Inc.	4	4	4	0	5	3	2	1	2	2	27	0	4	2	3	2	0	0	1	0	0	0	12	0	0	2	2	2	1	10	17	1	1	0	0	0	0	0	0	2	58	291	-
142	Northgate Minerals Corp.	8	4	4	3	5	3	2	0	2	1	32	0	0	0	2	2	0	0	1	1	0	0	6	4	0	2	2	0	0	10	18	1	0	0	1	0	0	0	0	2	58	89	-
142	UEX Corp.	8	4	4	3	5	3	2	0	2	0	31	0	2	0	3	2	0	0	1	1	0	0	9	4	0	0	0	0	0	10	14	1	0	2	0	0	1	0	0	4	58	5970	44
146	Alamos Gold Inc.	8	4	4	3	5	0	2	0	0	1	27	0	3	0	3	2	0	0	1	1	0	0	10	4	0	0	1	0	0	10	15	1	1	0	1	0	1	0	0	4	56	0	50
146	Tanzanian Royalty Exploration Corp.	0	4	4	0	0	3	2	1	0	0	14	0	2	0	3	2	4	2	1	1	0	0	15	4	0	4	2	2	4	10	26	1	0	0	0	0	1	0	0	2	57	584	60
147	Great Canadian Gaming Corp.	8	4	4	3	2	3	2	0	1	0	27	0	0	2	3	1	1	2	1	1	0	0	11	4	0	0	0	0	0	10	14	1	0	0	1	0	1	1	0	4	56	313	58
147	NuVista Energy Ltd.	0	4	2	2	3	3	2	0	0	3	19	4	4	0	3	2	4	0	1	1	0	0	19	0	0	0	0	2	3	10	15	0	0	2	0	0	1	0	0	3	56	0	55
150	Great-West Lifeco Inc.	4	4	2	2	3	0	0	1	0	1	17	4	2	0	3	2	1	0	0	0	1	0	13	4	0	4	2	2	3	4	19	1	1	0	2	1	1	0	0	6	55	146	44
150	Martinrea International Inc.	4	4	4	0	2	3	2	0	0	1	20	4	4	2	3	0	2	0	1	1	0	0	17	0	0	0	2	0	0	10	12	1	1	2	0	0	1	1	0	6	55	103	-
152	Alimentation Couche-Tard Inc.	4	4	4	3	2	3	2	1	2	3	28	4	4	2	3	2	0	0	0	0	0	0	15	0	0	0	2	0	2	4	8	1	0	2	0	0	0	0	0	3	54	175	-
152	Dorel Industries Inc.	4	4	4	3	2	3	2	1	0	3	26	4	3	2	3	2	0	0	1	1	0	0	16	0	0	0	2	2	0	2	6	1	1	2	2	0	0	0	0	6	54	-16	55
152	First Quantum Minerals Ltd.	4	4	4	3	2	3	2	0	1	1	24	0	4	0	3	2	0	0	1	1	0	0	11	4	0	0	2	2	0	10	18	1	0	0	0	0	0	0	0	1	54	3335	56
152	Lundin Mining Corp.	4	4	4	2	3	0	2	0	0	2	21	0	4	0	3	2	0	0	1	1	0	0	11	4	0	2	2	0	0	10	18	1	0	2	0	0	1	0	0	4	54	1906	-
152	Quebecor World Inc.	4	4	4	3	3	0	2	1	3	2	26	4	4	0	3	2	2	0	0	0	0	0	15	0	0	0	0	2	4	4	10	1	1	0	0	0	0	1	0	3	54	-70	57
157	Eastern Platinum Ltd.	8	4	4	0	5	3	2	0	0	0	26	0	3	0	3	2	0	0	1	1	0	0	10	4	0	0	0	0	0	10	14	1	0	0	1	0	1	0	0	3	53	0	-
157	Quebecor Inc.	4	4	4	2	3	0	2	1	0	3	23	4	3	2	3	2	3	0	0	0	0	0	17	0	0	0	2	2	2	4	10	0	1	0	0	0	1	1	0	3	53	147	54
157	Shaw Communications Inc.	8	4	4	3	2	0	0	0	1	3	25	4	4	2	3	0	2	0	1	0	0	0	16	0	0	2	1	2	0	0	5	1	1	2	1	0	1	1	0	7	53	305	55
160	Aastra Technologies Ltd.	4	4	4	3	2	3	2	0	0	1	23	4	1	2	3	0	0	0	1	1	0	0	12	0	0	0	0	2	0	10	12	1	1	0	1	0	1	1	0	5	52	93	36
160	Cardiome Pharma Corp.	8	4	4	3	0	0	2	1	0	3	25	0	1	0	3	2	0	0	1	1	0	0	8	4	0	0	0	0	0	10	14	1	0	2	1	0	1	0	0	5	52	284	57
160	Thompson Creek Metals Company Inc.	8	4	4	0	1	0	2	0	0	1	20	0	4	0	3	2	0	0	1	1	0	0	11	4	0	0	0	0	0	10	14	1	1	2	2	0	1	0	0	7	52	6759	-
163	CHC Helicopter Corp.	4	4	2	2	3	3	2	1	0	2	23	2	0	2	3	0	3	2	0	0	0	1	13	0	0	2	2	2	3	0	9	0	1	2	1	0	1	1	0	6	51	67	48
163	Petrobank Energy & Resources Ltd.	8	4	4	0	5	0	2	0	0	3	26	0	4	0	3	2	0	0	1	1	0	0	11	0	0	0	0	0	0	10	10	1	0	2	0	0	1	0	0	4	51	1593	54
163	Silvercorp Metals Inc.	4	4	2	2	0	3	2	0	0	0	17	0	1	0	3	2	4	0	1	1	0	0	12	4	0	2	2	0	2	10	20	1	0	0	1	0	0	0	0	2	51	14815	-
166	Highpine Oil & Gas Ltd.	4	4	2	2	0	3	0	0	2	2	19	4	4	0	3	2	0	0	1	1	0	0	15	0	0	0	0	2	0	10	12	1	0	2	0	0	1	0	0	4	50	0	52
166	HudBay Minerals Inc.	8	4	4	3	5	3	2	0	0	2	31	0	2	0	0	2	0	0	0	0	0	0	4	2	0	0	0	0	0	10	12	1	0	0	0	0	1	1	0	3	50	1330	53
166	IGM Financial Inc.	0	4	2	2	3	0	0	1	0	1	13	4	2	0	0	0	0	0	0	0	1	0	7	4	0	2	2	2	3	10	23	1	1	2	2	0	1	0	0	7	50	160	46
166	Magna International Inc.	4	4	2	0	1	3	2	0	2	3	21	4	4	0	3	0	1	0	1	1	1	0	15	2	0	4	2	0	1	0	9	1	1	0	1	1	0	1	0	5	50	32	49
170	CGI Group Inc.	4	4	4	3	2	3	2	1	2	1	26	2	2	0	3	2	2	0	1	1	0	0	13	4	0	0	0	0	1	0	5	1	1	0	0	1	0	1	1	5	49	88	57
170	Gammon Gold Inc.	4	4	4	3	2	3	2	0	0	1	23	0	2	0	3	2	0	0	1	1	0	0	9	0	0	0	0	2	0	10	12	1	0	2	2	0	0	0	0	5	49	889	-
170	Paramount Resources Ltd.	4	4	0	3	2	0	2	1	2	1	19	0	4	2	3	2	0	0	1	1	0	0	13	0	0	0	0	2	0	10	12	1	1	2	0	0	1	0	0	5	49	250	47
173	Crystallex International Corp.	4	4	4	3	3	3	2	0	0	1	24	0	3	0	3	2	0	0	1	1	0	0	10	0	0	0	2	0	0	10	12	1	0	0	0	0	0	0	0	1	47	-16	46
173	Fronteer Development Group Inc.	4	4	4	2	1	3	2	0	0	1	21	0	2	0	3	2	3	0	1	1	0	0	12	0	0	0	0	0	0	10	10	1	1	0	1	0	1	0	0	4	47	1378	-
175	ACE Aviation Holdings Inc.	8	4	2	3	2	0	2	0	2	0	23	2	4	0	0	2	3	0	0	0	0	0	11	0	0	0	0	2	3	3	8	0	1	2	0	0	0	0	1	4	46	0	49
175	Denison Mines Corp.	4	4	2	2	3	0	2	1	0	2	20	0	3	0	3	2	0	0	1	1	0	0	10	0	0	0	1	0	0	10	11	1	1	1	1	0	1	0	0	5	46	3179	-
175	Shore Gold Inc.	4	4	4	2	5	0	2	0	0	1	22	0	3	0	3	2	0	0	1	1	0	0	10	0	0	0	2	0	0	10	12	1	0	0	0	0	1	0	0	2	46	319	51
178	ATCO Ltd.	4	4	2	2	3	0	0	1	0	1	17	2	4	2	3	2	0	0	0	0	0	0	13	0	0	4	2	2	2	0	10	1	1	0	2	0	0	1	0	5	45	169	39
178	Cyries Energy Inc.	4	4	2	2	2	0	2	1	0	1	18	0	4	0	3	2	1	0	1	1	0	0	12	0	0	0	0	0	0	10	10	1	1	2	0	0	1	0	0	5	45	0	43
178	Novagold Resources Inc.	8	4	2	0	0	0	2	0	0	0	16	0	2	0	3	2	0	0	1	1	0	0	9	4	0	0	0	0	1	10	15	1	1	2	0	0	1	0	0	5	45	254	50
178	Power Corp. of Canada	4	4	4	0	0	0	0	1	0	1	14	4	3	2	3	2	0	0	0	0	0	0	14	4	0	4	2	2	2	0	14	0	1	0	2	0	0	0	0	3	45	149	38
178	Silver Standard Resources Inc.	8	2	2	2	0	3	2	0	0	1	20	0	3	0	3	2	0	0	1	1	0	0	10	4	0	0	0	0	0	10	14	0	0	0	0	0	1	0	0	1	45	467	48
183	Canadian Utilities Ltd.	4	4	2	2	3	0	2	1	0	1	19	2	0	2	3	2	0	0	0	0	0	0	9	0	0	4	2	2	0	4	12	1	1	0	1	0	0	1	0	4	44	108	42
183	InterOil Corp.	0	2	2	2	2	3	2	0	2	1	16	0	4	2	3	2	0	0	1	1	0	0	13	0	0	0	0	2	0	10	12	1	0	0	1	0	1	0	0	3	44	264	51
185	Equinox Minerals Ltd.	4	0	4	0	5	3	2	0	0	0	18	0	2	0	3	2	0	0	1	1	0	0	9	4	0	0	0	0	0	10	14	1	0	0	1	0	0	0	0	2	43	0	-
186	Oilexco Inc.	4	4	4	2	0	3	2	0	0	1	20	0	3	0	3	2	0	0	1	1	0	0	10	0	0	0	0	0	0	10	10	0	1	0	1	0	0	0	0	2	42	4011	53
187	Yamana Gold Inc.	4	2	2	2	3	0	2	0	2	1	18	0	3	0	3	2	0	0	1	1	0	0	10	0	0	2	0	0	0	10	12	0	1	0	0	0	0	0	0	1	41	202	48
188	Duvernay Oil Corp.	0	2	0	2	3	3	2	0	0	1	13	0	4	0	3	2	0	0	1	1	0	0	11	0	0	0	0	2	0	10	12	1	0	2	0	0	1	0	0	4	40	0	40
189	Galleon Energy Inc.	4	4	0	2	1	0	0	0	0	0	11	0	4	0	3	2	0	0	1	1	0	0	11	0	0	0	0	0	0	10	10	0	0	2	1	0	1	0	0	4	36	0	-
190	Reitmans (Canada) Ltd.	0	4	2	2	2	3	2	0	0	1	16	0	3	2	3	0	0	0	0	0	0	0	8	0	0	4	2	0	2	0	8	0	0	2	0	0	1	0	0	3	35	258	-

Board Games

Explanation

Question: Overall
Definition: The Report on Business marking system rates Canada’s corporate boards against a demanding set of criteria designed to go far beyond the minimum mandatory requirements imposed by regulators. These are based on the recommendations of major institutional investors, academics and industry associations, and are revised each year to ensure they keep pace with shifting standards of excellence.
How is it calculated: See the methodology below for complete details

Explanation

Question: Board composition
Definition
How is it calculated: 37 marks out of 100

Explanation

Question: Shareholding and compensation
Definition
How is it calculated: 25 marks out of 100

Explanation

Question: Disclosure issues
Definition
How is it calculated: 10 marks out of 100

Explanation

Question: 1. What percentage of the company's directors are fully independent?
Definition: That means directors who are not management, relatives of management, former members of management within the previous five years, or people whose firms do business with the company -- including, for example, lawyers, accountants, suppliers, consultants or investment bankers. ROB also marked as related those directors who are controlling shareholders of the company or who work for a parent company that controls the public subsidiary.
How is it calculated: Eight marks for boards with at least two-thirds independence. Four marks if more than 50 per cent of directors are independent. Zero marks if there is a majority of related directors.

Explanation

Question: 2. What percentage of the audit committee is fully independent?
Definition
How is it calculated: Four marks if the committee is fully independent. Two marks if there are one or more related directors who are not management. Zero marks if a member of management is on the committee.

Explanation

Question: 3. What percentage of the compensation committee — the committee that determines executive pay — is fully independent?
Definition
How is it calculated: Four marks if the committee is fully independent. Two marks if there are one or more related directors who are not management. Zero marks if a member of management is on the committee or if there is no committee.

Explanation

Question: 4. What percentage of the nominating committee — the committee responsible for recommending new directors to join the board — is fully independent?
Definition
How is it calculated: Three marks if the committee is fully independent. Two marks if there are one or more related directors who are not management. Zero marks if a member of management is on the committee or if there is no committee.

Explanation

Question: 5. Is the role of chairperson and CEO split?
Definition
How is it calculated: Five marks if the roles are split and there is a fully independent chairperson. Three marks if they are split, but the chairperson is a related director. Two marks if they are not split, but there is an independent lead director (although only one mark if the lead director is related.) One mark if they are split, but the chairperson is a member of management. Zero marks if the roles are not split and there is no lead director.

Explanation

Question: 6. a) Do two or more directors sit together on two or more other boards of S&P/TSX companies, creating the potential for a close-knit block of directors? Or, do three or more directors sit on any other corporate board?
Definition
How is it calculated: Three marks if no, zero marks if yes.

Explanation

Question: 6 b) Do any directors sit on six or more S&P/TSX company boards?
Definition
How is it calculated: Two marks if no, zero marks if yes.

Explanation

Question: 7. Are there any women on the board?
Definition
How is it calculated: Two marks if one-third of the board or more are women. One mark if there is at least one woman on the board. Zero marks if there are no women.

Explanation

Question: 8. Does the board have a system to evaluate its performance?
Definition
How is it calculated: Three marks if there is a formal board evaluation and a formal individual director evaluation including peer review, with detailed disclosure of what sort of process is used for both. Two marks if there is a formal board evaluation and director evaluation, but no peer review. One mark if there is a formal board assessment, but not an assessment of individual directors. Zero marks if there is no evaluation or there is only vague description of how it is done.

Explanation

Question: 9. Do independent directors meet without management?
Definition
How is it calculated: Three marks if they meet without management at every board meeting. One mark if it happens occasionally, but not at every board meeting. Zero marks if there is no mention or if there are no meetings without management.

Explanation

Question: 10. a) Are directors required to own shares or share units? (Stock options don’t count.)
Definition
How is it calculated: Four marks if the requirement is equal to at least three times the annual retainer paid to directors. Two marks if there is a requirement, but it is lower than three times retainer. Zero marks if there is no requirement.

Explanation

Question: 10 b) How many shares do directors own?
Definition
How is it calculated: Four marks maximum, but minus one mark for each director who owns less than three times the annual retainer. If a director has been on the board less than one year, the ownership requirement does not apply. If a director has been on the board one to two years, the required ownership level is reduced to one times the retainer. If the base retainer is over $100,000 a year (usually when companies have introduced flat-fee director compensation), the ownership requirement is 1.5 times retainer.

Explanation

Question: 11. a) Is the CEO required to own shares? (Stock options don’t count.)
Definition
How is it calculated: Two marks if there is a requirement, or if the CEO is the company’s controlling shareholder. Zero marks if there is no requirement.

Explanation

Question: 11 b) Does the CEO own shares?
Definition
How is it calculated: Three marks if the CEO owns shares worth at least double his or her base cash salary. Two marks if the CEO owns shares worth 1 to 2 times his or her base salary. Zero marks if the CEO owns shares worth less than 1 times his or her base salary. No ownership rule for CEOs on the job for less than one year.

Explanation

Question: 12. Does the company give loans to its senior executives?
Definition
How is it calculated: Two marks if there are no loans outstanding. One mark if loans are outstanding, but interest is charged and they are worth less than $500,000 in total. Zero marks if there are loans outstanding that are interest free or over $500,000.

Explanation

Question: 13. How well does the company disclose the compensation policies it applies when deciding CEO bonuses? Does it provide a percentage weighting of the factors that are considered in determining the CEO’s bonus? Does it provide details of the specific target amounts that have to be achieved in each area? And does the company explain the outcome of what actually happened with the performance goals and how the outcome affected the CEO’s bonus?
Definition
How is it calculated: Four marks if there is full disclosure based on each question above. Zero marks if none of the questions is directly answered. Partial marks if some information is missing.

Explanation

Question: 14. a) How much information does the company provide about CEO compensation? Is total compensation tallied and the tally includes the value of all bonuses, shares, share units, stock options and pension plan awards for the year?
Definition
How is it calculated: Two marks if yes, zero marks if not.

Explanation

Question: 14 b) i) Does the company disclose the estimated annual pension that will be paid to the CEO when he or she retires?
Definition
How is it calculated: One mark if yes, zero marks if not. (One mark if there is no defined benefit pension plan.)

Explanation

Question: 14. b) ii) Does the company disclose the accrued pension liability for the CEO?
Definition
How is it calculated: One mark if yes, zero marks if not. (One mark if there is no defined benefit pension plan.)

Explanation

Question: 14 c) Does the company disclose the total value of the CEO’s accumulated shares, DSUs or other equity holdings?
Definition: The company must provide the value, and not just number of units held.
How is it calculated: One mark if yes, zero marks if not.

Explanation

Question: 14 d) Does the company disclose the total cost of compensation to the top executive team as a percentage of the total profit or total shareholder return for the year?
Definition
How is it calculated: One mark if yes, zero marks if not.

Explanation

Question: 15. a) Does the company allow shareholders to vote for individual directors, or only the entire slate of nominees?
Definition
How is it calculated: Four marks if there is voting for individual directors with clear options beside each director’s name. Two marks if investors must cross out or write in the names of directors for which they are not voting. Zero marks if there is only slate voting.

Explanation

Question: 15 b) Does the company have a majority voting policy, asking directors to resign if they do not received a majority of votes in support?
Definition
How is it calculated: Two marks if yes, zero marks if not.

Explanation

Question: 16. a) Are stock options excessively dilutive?
Definition: For 2007, ROB once again assessed the dilution based on the number of options outstanding at the company’s fiscal year-end as well as the number of options approved for future issuance, expressed as a percentage of all shares outstanding. Where the company has more than one class of shares, dilution is measured for whichever class of shares is diluted by the outstanding options.
How is it calculated: Four marks if the dilution is less than five per cent of outstanding shares. Two marks if the dilution is between five per cent and eight per cent of outstanding shares. Zero marks if the dilution is over eight per cent. Also zero marks if the company has adopted an evergreen option plan that “reloads” the number of options available for issuance — even if the option dilution level falls within the guidelines listed above.

Explanation

Question: 16 b) Is the annual grant rate excessive?
Definition
How is it calculated: Two marks if the number of options granted in the last fiscal year was less than 1 per cent of all shares outstanding. One mark if the grant rate was between 1 per cent to 1.49 per cent. Zero marks if the grant rate exceeded 1.5 per cent annually.

Explanation

Question: 16 c) Is there a vesting period before options can be exercised?
Definition
How is it calculated: Two marks if yes. Zero marks if some options vest in less than 12 months after issuance, including director options.

Explanation

Question: 17. What are other option plan features?
Definition
How is it calculated: Four marks for 17a) and 17b) combined if there is no stock option plan. Zero marks if the company has repriced its stock options in the past fiscal year.

Explanation

Question: 17 a) Does the company award options to directors?
Definition
How is it calculated: Two marks if there are no options for directors. Zero marks if directors participate in the option plan.

Explanation

Question: 17 b) Has the company introduced performance hurdles for deferred share units (DSUs) or options? Are there holding periods for shares acquired on the exercise of options? Does the company require the CEO to hold shares for a period after leaving the company? Does the company disclose that it prohibits executives from monetizing their shares? Does the company require executives to predisclose share sales?
Definition
How is it calculated: Two marks if any two of these features are in place. One mark if just one is in place. Zero marks if company has none of these features.

Explanation

Question: 18. Are there non-voting or subordinate voting shares?
Definition
How is it calculated: Ten marks if there are no dual-class shares. ROB gave reduced marks depending on the gap between the percentage of votes controlled by the superior voting shares and the percentage of the company’s equity they represent, using the following guidelines: Four marks if the ratio is less than 3:1. Three marks if the ratio is between 3:1 and 4:1. Two marks if the ratio is between 4:1 and 5:1. Zero marks if the ratio is 5:1 or worse.

Explanation

Question: 19. Does the company provide a full explanation of which directors are related and unrelated and why?
Definition
How is it calculated: One mark if full disclosure. Zero marks if company does not disclose a director’s relationship in the proxy circular.

Explanation

Question: 20. Does the company disclose detailed biographies to explain directors’ qualifications to represent shareholders?
Definition
How is it calculated: One mark if yes, zero marks if not.

Explanation

Question: 21. Did directors attend all meetings, and does the company remove directors with poor attendance?
Definition
How is it calculated: Two marks if all board and committee meeting attendance is disclosed and board members attended at least three-quarters of board and committee meetings. One mark if any board member has missed more than one-quarter of meetings and is not put up for re-election. Zero marks if board or committee attendance is not disclosed, or if a board member missed more than one-quarter of meetings and is put up for re-election.

Explanation

Question: 22. a) Does the company disclose the cash value of the total compensation paid to each director in the previous year in a chart format, including the cash value of meeting fees paid, plus the value of any share units, options or other equity grants?
Definition
How is it calculated: Two marks if yes, one mark if partial information is given, zero marks if no.

Explanation

Question: 22 b) Does the company disclose the total accumulated value (a dollar amount, not just number of units held) of directors’ equity holdings, including shares and share units?
Definition
How is it calculated: One mark if yes, zero marks if no.

Explanation

Question: 23. Does the company disclose the dollar value of fees paid to an outside compensation consultant?
Definition
How is it calculated: One mark if yes or if no consultant was used, zero marks if no.

Explanation

Question: 24. a) Does the company disclose directors’ ages?
Definition
How is it calculated: One mark if yes, zero marks if no.

Explanation

Question: b) Does the company disclose whether or not it has a retirement policy for directors, and what the details of the policies are?
Definition
How is it calculated: One mark if yes, zero marks if no.

Explanation

Question: 1. What percentage of the company’s trustees/directors are fully independent?
Definition: That means directors who are not management, relatives of management, former members of management within the previous five years, or people whose firms do business with the company - including, for example, lawyers, accountants, suppliers, consultants or investment bankers. ROB also marked as related those directors who are controlling shareholders of the company or who work for a parent company that controls the public subsidiary. Directors who work for a company spun-off by the trust are considered related for five years after they left the predecessor company.
How is it calculated: Eight marks for boards with at least two-thirds independence. Four marks if more than 50 per cent of directors are independent. Zero marks if there is a majority of related directors.

Explanation

Question: 2. What percentage of the audit committee is fully independent?
Definition
How is it calculated: Four marks if the committee is fully independent. Two marks if there are one or more related directors who are not management. Zero marks if a member of management is on the committee.

Explanation

Question: 3. What percentage of the compensation committee — the committee that determines executive pay — is fully independent?
Definition
How is it calculated: Four marks if the committee is fully independent. Two marks if there are one or more related directors who are not management. Zero marks if a member of management is on the committee or if there is no committee.

Explanation

Question: 4. What percentage of the nominating committee — the committee responsible for recommending new directors to join the board — is fully independent?
Definition
How is it calculated: Three marks if the committee is fully independent. Two marks if there are one or more related directors who are not management. Zero marks if a member of management is on the committee or if there is no committee.

Explanation

Question: 5. Is the role of chairperson and CEO split?
Definition
How is it calculated: Five marks if the roles are split and there is a fully independent chairperson. Three marks if they are split, but the chairperson is a related director. Two marks if they are not split, but there is an independent lead director (although only one mark if the lead director is related.) One mark if they are split, but the chairperson is a member of management. Zero marks if the roles are not split and there is no lead director.

Explanation

Question: 6. a) Do two or more directors sit together on two or more other boards of S&P/TSX companies, creating the potential for a close-knit block of directors? Or, do three or more directors sit on any other corporate board?
Definition
How is it calculated: Three marks if no, zero marks if yes.

Explanation

Question: 6. b) Do any directors sit on six or more S&P/TSX company boards?
Definition
How is it calculated: Two marks if no, zero marks if yes.

Explanation

Question: 7. Are there any women on the board?
Definition
How is it calculated: Two marks if one-third of the board or more are women. One mark if there is at least one woman on the board. Zero marks if there are no women.

Explanation

Question: 8. Does the board have a system to evaluate its performance?
Definition
How is it calculated: Three marks if there is a formal board evaluation and a formal individual director evaluation including peer review, with detailed disclosure of what sort of process is used for both. Two marks if there is a formal board evaluation and director evaluation, but no peer review. One mark if there is a formal board assessment, but not an assessment of individual directors. Zero marks if there is no evaluation or there is only vague description of how it is done.

Explanation

Question: 9. Do independent directors meet without management?
Definition
How is it calculated: Three marks if they meet without management at every board meeting. One mark if it happens occasionally, but not at every board meeting. Zero marks if there is no mention or if there are no meetings without management. Shareholding and compensation, worth 25 marks out of 100.

Explanation

Question: 10. a) Are directors required to own shares or share units? (Stock options don’t count.)
Definition
How is it calculated: Four marks if the requirement is equal to at least three times the annual retainer paid to directors. Two marks if there is a requirement, but it is lower than three times retainer. Zero marks if there is no requirement.

Explanation

Question: 10. b) How many shares do directors own?
Definition
How is it calculated: Four marks maximum, but minus one mark for each director who owns less than three times the annual retainer. If a director has been on the board less than one year, the ownership requirement does not apply. If a director has been on the board one to two years, the required ownership level is reduced to one times the retainer. If the base retainer is over $100,000 a year (usually when companies have introduced flat-fee director compensation), the ownership requirement is 1.5 times retainer.

Explanation

Question: 11. Does the company give loans to its senior executives?
Definition
How is it calculated: Two marks if there are no loans outstanding. 1 mark if loans are outstanding, but interest is charged and they are worth less than $500,000 in total. Zero marks if there are loans outstanding that are interest free or over $500,000.

Explanation

Question: 12. a) Is the CEO required to own shares? (Stock options don’t count.)
Definition
How is it calculated: Two marks if there is a requirement, or if the CEO is the company’s controlling shareholder. Zero marks if there is no requirement.

Explanation

Question: 12. b) Does the CEO own shares?
Definition
How is it calculated: Three marks if the CEO owns shares worth at least double his or her base cash salary. Two marks if the CEO owns shares worth 1 to 2 times his or her base salary. Zero marks if the CEO owns shares worth less than 1 times his or her base salary. No ownership rule for CEOs on the job for less than one year.

Explanation

Question: 13. a) How well does the company disclose the compensation policies it applies when deciding CEO bonuses?
Definition
How is it calculated: One mark if the company provides a percentage weighting of the factors that are considered in determining the CEO’s bonus. Zero marks if not.

Explanation

Question: 13. b) Does the company provide details of the specific target amounts that have to be achieved in each area?
Definition
How is it calculated: Two marks if yes, zero marks if not. (One mark for partial disclosure.)

Explanation

Question: 13. c) Does the company explain the outcome of what actually happened with the performance goals and how the outcome affected the CEO’s bonus?
Definition
How is it calculated: One mark if yes, zero marks if not. BUT minus four marks for all of question 13 a)b)c) if the trust converted from a corporation in the previous year, leading to a big payout to executives, or immediate vesting of all stock options, because the conversion triggered a “change of control” provision.

Explanation

Question: 14. a) How much information does the company provide about CEO compensation?
Definition
How is it calculated: Is total compensation tallied and the tally includes the value of all bonuses, shares, share units, stock options and pension plan awards for the year? Two marks if yes, zero marks if not.

Explanation

Question: 14. b) i) Does the company disclose the estimated annual pension that will be paid to the CEO when he or she retires?
Definition
How is it calculated: One mark if yes, zero marks if not. (One mark if there is no defined benefit pension plan.)

Explanation

Question: 14. b) ii) Does the company disclose the accrued pension liability for the CEO?
Definition
How is it calculated: One mark if yes, zero marks if not. (One mark if there is no defined benefit pension plan.)

Explanation

Question: 14. c) Does the company disclose the total value of the CEO’s accumulated shares, DSUs or other equity holdings? (The company must provide the value, and not just number of units held.)
Definition
How is it calculated: One mark if yes, zero marks if not.

Explanation

Question: 14. d) Does the company disclose the total cost of compensation to the top executive team as a percentage of the total profit or total shareholder return for the year?
Definition
How is it calculated: One mark if yes, zero marks if not.

Explanation

Question: 15. a) Does the company allow shareholders to vote for individual directors, or only the entire slate of nominees?
Definition
How is it calculated: Four marks if there is voting for individual directors with clear options beside each director’s name. Two marks if investors must cross out or write in the names of directors for which they are not voting. Zero marks if there is only slate voting.

Explanation

Question: 15. b) Does the company have a majority voting policy, asking directors to resign if they do not received a majority of votes in support?
Definition
How is it calculated: Two marks if yes, zero marks if not.

Explanation

Question: 16. a) Are stock options excessively dilutive?
Definition: For 2007, ROB once again assessed the dilution based on the number of options outstanding at the company’s fiscal year-end as well as the number of options approved for future issuance, expressed as a percentage of all shares outstanding. Where the company has more than one class of shares, dilution is measured for whichever class of shares is diluted by the outstanding options. Four marks if the dilution is less than five per cent of outstanding shares.
How is it calculated: Two marks if the dilution is between five per cent and eight per cent of outstanding shares. Zero marks if the dilution is over eight per cent. Also zero marks if the company has adopted an evergreen option plan that “reloads” the number of options available for issuance — even if the option dilution level falls within the guidelines listed above.

Explanation

Question: 16. b) Is the annual grant rate excessive?
Definition
How is it calculated: Two marks if the number of options granted in the last fiscal year was less than 1 per cent of all shares outstanding. One mark if the grant rate was between 1 per cent to 1.49 per cent. Zero marks if the grant rate exceeded 1.5 per cent annually.

Explanation

Question: 16. c) Is there a vesting period before options can be exercised?
Definition
How is it calculated: Two marks if yes. Zero marks if some options vest in less than 12 months after issuance, including director options.

Explanation

Question: 17. What are other option plan features? Four marks for 17a) and 17b) combined if there is no stock option plan. Zero marks if the company has re-priced its stock options in the past fiscal year.

Explanation

Question: 17 a) Does the company award options to directors?
Definition
How is it calculated: Two marks if there are no options for directors. Zero marks if directors participate in the option plan.

Explanation

Question: 17. b) Has the company introduced performance hurdles for deferred share units (DSUs) or options? Are there holding periods for shares acquired on the exercise of options? Does the company require the CEO to hold shares for a period after leaving the company? Does the company disclose that it prohibits executives from monetizing their shares? Does the company require executives to pre-disclose share sales?
Definition
How is it calculated: Two marks if any two of these features are in place. One mark if just one is in place. Zero marks if company has none of these features.

Explanation

Question: 18. Are there excessive related-party transactions with officers or directors of the trust? Did their value exceed one per cent of total revenue last year (a measure used by Governance Metrics internal-ational)?
Definition: Related-party transactions include loans, asset sales/purchases, discounted private placements, management contracts or other deals with officers or directors of the trust.
How is it calculated: Two marks if yes, zero if no.

Explanation

Question: 19. a) Can unitholders elect the whole board, or are some trustees appointed (by a shareholder or manager, for example) so that their names don’t appear on the proxy ballot?
Definition
How is it calculated: Five marks if all are elected, three marks if one trustee is appointed and not elected, two marks if more than one is appointed if not a majority, zero marks if a majority are appointed and not elected.

Explanation

Question: 19. b) Does any party — an administrator, manager or unitholder, for example — have rights unequal to ownership? Can any party nominate trustees out of proportion to ownership? Can anyone veto key issues — such as changes to senior management, or asset sales and purchases — without owning a majority of the trust units?
Definition
How is it calculated: Five marks if all rights are equal, three marks if a party has disproportionate rights compared to ownership stake, zero marks if a party has rights that have little or no relationship to ownership stake. Disclosure issues, worth 10 marks out of 100

Explanation

Question: 20. Does the company provide a full explanation of which directors are related and unrelated and why?
Definition
How is it calculated: One mark if full disclosure. Zero marks if company does not disclose a director’s relationship in the proxy circular.

Explanation

Question: 21. Does the company disclose detailed biographies to explain directors’ qualifications to represent shareholders?
Definition
How is it calculated: One mark if yes, zero marks if not.

Explanation

Question: 22. Did directors attend all meetings, and does the company remove directors with poor attendance?
Definition
How is it calculated: Two marks if all board and committee meeting attendance is disclosed and board members attended at least three-quarters of board and committee meetings. One mark if any board member has missed more than one-quarter of meetings and is not put up for re-election. Zero marks if board or committee attendance is not disclosed, or if a board member missed more than one-quarter of meetings and is put up for re-election.

Explanation

Question: 23. a) Does the company disclose the cash value of the total compensation paid to each director in the previous year in a chart format, including the cash value of meeting fees paid, plus the value of any share units, options or other equity grants?
Definition
How is it calculated: Two marks if yes, one mark if partial information is given, zero marks if no.

Explanation

Question: 23. b) Does the company disclose the total accumulated value (a dollar amount, not just number of units held) of directors’ equity holdings, including shares and share units?
Definition
How is it calculated: One mark if yes, zero marks if no.

Explanation

Question: 24. Does the company disclose the dollar value of fees paid to an outside compensation consultant?
Definition
How is it calculated: One mark if yes or if no consultant was used, zero marks if no.

Explanation

Question: 25. a) Does the company disclose directors’ ages?
Definition
How is it calculated: One mark if yes, zero marks if no.

Explanation

Question: 25. b) Does the company disclose whether or not it has a retirement policy for directors, and what the details of the policies are?
Definition
How is it calculated: One mark if yes, zero marks if no.

Explanation

Question: 1. What percentage of the company’s trustees/directors are fully independent?
Definition: That means directors who are not management, relatives of management, former members of management within the previous five years, or people whose firms do business with the company - including, for example, lawyers, accountants, suppliers, consultants or investment bankers. ROB also marked as related those directors who are controlling shareholders of the company or who work for a parent company that controls the public subsidiary. Directors who work for a company spun-off by the trust are considered related for five years after they left the predecessor company.
How is it calculated: Eight marks for boards with at least two-thirds independence. Four marks if more than 50 per cent of directors are independent. Zero marks if there is a majority of related directors.

Explanation

Question: 2. What percentage of the audit committee is fully independent?
Definition
How is it calculated: Four marks if the committee is fully independent. Two marks if there are one or more related directors who are not management. Zero marks if a member of management is on the committee.

Explanation

Question: 3. What percentage of the compensation committee — the committee that determines executive pay — is fully independent?
Definition
How is it calculated: Four marks if the committee is fully independent. Two marks if there are one or more related directors who are not management. Zero marks if a member of management is on the committee or if there is no committee.

Explanation

Question: 4. What percentage of the nominating committee — the committee responsible for recommending new directors to join the board — is fully independent?
Definition
How is it calculated: Three marks if the committee is fully independent. Two marks if there are one or more related directors who are not management. Zero marks if a member of management is on the committee or if there is no committee.

Explanation

Question: 5. Is the role of chairperson and CEO split?
Definition
How is it calculated: Five marks if the roles are split and there is a fully independent chairperson. Three marks if they are split, but the chairperson is a related director. Two marks if they are not split, but there is an independent lead director (although only one mark if the lead director is related.) One mark if they are split, but the chairperson is a member of management. Zero marks if the roles are not split and there is no lead director.

Explanation

Question: 6. a) Do two or more directors sit together on two or more other boards of S&P/TSX companies, creating the potential for a close-knit block of directors? Or, do three or more directors sit on any other corporate board?
Definition
How is it calculated: Three marks if no, zero marks if yes.

Explanation

Question: 6. b) Do any directors sit on six or more S&P/TSX company boards?
Definition
How is it calculated: Two marks if no, zero marks if yes.

Explanation

Question: 7. Are there any women on the board? Two marks if one-third of the board or more are women.
Definition
How is it calculated: One mark if there is at least one woman on the board. Zero marks if there are no women.

Explanation

Question: 8. Does the board have a system to evaluate its performance?
Definition
How is it calculated: Three marks if there is a formal board evaluation and a formal individual director evaluation including peer review, with detailed disclosure of what sort of process is used for both. Two marks if there is a formal board evaluation and director evaluation, but no peer review. One mark if there is a formal board assessment, but not an assessment of individual directors. Zero marks if there is no evaluation or there is only vague description of how it is done.

Explanation

Question: 9. Do independent directors meet without management?
Definition
How is it calculated: Three marks if they meet without management at every board meeting. One mark if it happens occasionally, but not at every board meeting. Zero marks if there is no mention or if there are no meetings without management.

Explanation

Question: 10. a) Are directors required to own shares or share units? (Stock options don’t count.)
Definition
How is it calculated: Four marks if the requirement is equal to at least three times the annual retainer paid to directors. Two marks if there is a requirement, but it is lower than three times retainer. Zero marks if there is no requirement.

Explanation

Question: 10. b) How many shares do directors own?
Definition
How is it calculated: Four marks maximum, but minus one mark for each director who owns less than three times the annual retainer. If a director has been on the board less than one year, the ownership requirement does not apply. If a director has been on the board one to two years, the required ownership level is reduced to one times the retainer. If the base retainer is over $100,000 a year (usually when companies have introduced flat-fee director compensation), the ownership requirement is 1.5 times retainer.

Explanation

Question: 11. Does the company give loans to its senior executives?
Definition
How is it calculated: Two marks if there are no loans outstanding. 1 mark if loans are outstanding, but interest is charged and they are worth less than $500,000 in total. Zero marks if there are loans outstanding that are interest free or over $500,000.

Explanation

Question: 12. Does the company have an external management contract?
Definition
How is it calculated: Zero marks if yes, a deduction of four marks.

Explanation

Question: 13. a) Are full details provided in the proxy circular of who owns the management company?
Definition
How is it calculated: One mark if yes, zero if no.

Explanation

Question: 13. b) Are full details provided in the proxy circular of how much was paid to the management company last year?
Definition
How is it calculated: One mark if yes, zero if any details are missing (such as the extra amount paid under a performance or incentive clause).

Explanation

Question: 13. c) Is information provided in the proxy circular about how the top executive of the management company was paid in the previous year?
Definition
How is it calculated: Four marks if all details are provided, two marks if salary chart is given but there are details missing, such as payments earned from the individual’s personal ownership stake in the management company, zero marks if no information is provided.

Explanation

Question: 14. a) Are there performance features in the management contract that directly tie the interests of the manager to increasing cash distributions?
Definition
How is it calculated: One mark if yes, zero marks if there is only a flat fee cash payment or if incentive fees are based only on the value of assets under management or for completing acquisitions.

Explanation

Question: 14. b) Are full details provided in the proxy circular about the cost of cancelling the external management contract?
Definition
How is it calculated: Two marks if yes, zero if no.

Explanation

Question: 14. c) Are unitholders locked in to a long-term management contract?
Definition
How is it calculated: Two marks if the current contract has a term of less than three years, one mark if the contract term is 3 to 10 years, zero marks if the contract term is over 10 years.

Explanation

Question: 15. a) Does the company allow shareholders to vote for individual directors, or only the entire slate of nominees?
Definition
How is it calculated: Four marks if there is voting for individual directors with clear options beside each director’s name. Two marks if investors must cross out or write in the names of directors for which they are not voting. Zero marks if there is only slate voting.

Explanation

Question: 15. b) Does the company have a majority voting policy, asking directors to resign if they do not received a majority of votes in support?
Definition
How is it calculated: Two marks if yes, zero marks if not.

Explanation

Question: 16. a) Are stock options excessively dilutive?
Definition: For 2007, ROB once again assessed the dilution based on the number of options outstanding at the company’s fiscal year-end as well as the number of options approved for future issuance, expressed as a percentage of all shares outstanding. Where the company has more than one class of shares, dilution is measured for whichever class of shares is diluted by the outstanding options. Four marks if the dilution is less than five per cent of outstanding shares.
How is it calculated: Two marks if the dilution is between five per cent and eight per cent of outstanding shares. Zero marks if the dilution is over eight per cent. Also zero marks if the company has adopted an evergreen option plan that “reloads” the number of options available for issuance - even if the option dilution level falls within the guidelines listed above.

Explanation

Question: 16. b) Is the annual grant rate excessive?
Definition
How is it calculated: Two marks if the number of options granted in the last fiscal year was less than 1 per cent of all shares outstanding. One mark if the grant rate was between 1 per cent to 1.49 per cent. Zero marks if the grant rate exceeded 1.5 per cent annually.

Explanation

Question: 16. c) Is there a vesting period before options can be exercised?
Definition
How is it calculated: Two marks if yes. Zero marks if some options vest in less than 12 months after issuance, including director options.

Explanation

Question: 17. What are other option plan features?
Definition
How is it calculated: Four marks for 17a) and 17b) combined if there is no stock option plan. Zero marks if the company has repriced its stock options in the past fiscal year.

Explanation

Question: 17 a) Does the company award options to directors?
Definition
How is it calculated: Two marks if there are no options for directors. Zero marks if directors participate in the option plan.

Explanation

Question: 17. b) Has the company introduced performance hurdles for deferred share units (DSUs) or options? Are there holding periods for shares acquired on the exercise of options? Does the company require the CEO to hold shares for a period after leaving the company? Does the company disclose that it prohibits executives from monetizing their shares? Does the company require executives to predisclose share sales?
Definition
How is it calculated: Two marks if any two of these features are in place. One mark if just one is in place. Zero marks if company has none of these features.

Explanation

Question: 18. Are there excessive related-party transactions with officers or directors of the trust? Did their value exceed one per cent of total revenue last year (a measure used by Governance Metrics internal-ational)?
Definition: Related-party transactions include loans, asset sales/purchases, discounted private placements, management contracts or other deals with officers or directors of the trust.
How is it calculated: Two marks if yes, zero if no.

Explanation

Question: 19. a) Can unitholders elect the whole board, or are some trustees appointed (by a shareholder or manager, for example) so that their names don’t appear on the proxy ballot?
Definition
How is it calculated: Five marks if all are elected, three marks if one trustee is appointed and not elected, two marks if more than one is appointed if not a majority, zero marks if a majority are appointed and not elected.

Explanation

Question: 19. b) Does any party — an administrator, manager or unitholder, for example — have rights unequal to ownership? Can any party nominate trustees out of proportion to ownership? Can anyone veto key issues — such as changes to senior management, or asset sales and purchases — without owning a majority of the trust units?
Definition
How is it calculated: Five marks if all rights are equal, three marks if a party has disproportionate rights compared to ownership stake, zero marks if a party has rights that have little or no relationship to ownership stake.

Explanation

Question: 20. Does the company provide a full explanation of which directors are related and unrelated and why?
Definition
How is it calculated: One mark if full disclosure. Zero marks if company does not disclose a director’s relationship in the proxy circular.

Explanation

Question: 21. Does the company disclose detailed biographies to explain directors’ qualifications to represent shareholders?
Definition
How is it calculated: One mark if yes, zero marks if not.

Explanation

Question: 22. Did directors attend all meetings, and does the company remove directors with poor attendance?
Definition
How is it calculated: Two marks if all board and committee meeting attendance is disclosed and board members attended at least three-quarters of board and committee meetings. One mark if any board member has missed more than one-quarter of meetings and is not put up for re-election. Zero marks if board or committee attendance is not disclosed, or if a board member missed more than one-quarter of meetings and is put up for re-election.

Explanation

Question: 23. a) Does the company disclose the cash value of the total compensation paid to each director in the previous year in a chart format, including the cash value of meeting fees paid, plus the value of any share units, options or other equity grants?
Definition
How is it calculated: Two marks if yes, one mark if partial information is given, zero marks if no.

Explanation

Question: 23. b) Does the company disclose the total accumulated value (a dollar amount, not just number of units held) of directors’ equity holdings, including shares and share units?
Definition
How is it calculated: One mark if yes, zero marks if no.

Explanation

Question: 24. Does the company disclose the dollar value of fees paid to an outside compensation consultant?
Definition
How is it calculated: One mark if yes or if no consultant was used, zero marks if no.

Explanation

Question: 25. a) Does the company disclose directors’ ages?
Definition
How is it calculated: One mark if yes, zero marks if no.

Explanation

Question: 25. b) Does the company disclose whether or not it has a retirement policy for directors, and what the details of the policies are?
Definition
How is it calculated: One mark if yes, zero marks if no.