2005 Notice Proxy Statement
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF MARCH 2005
METHANEX CORPORATION
(Registrants name)
SUITE 1800, 200 BURRARD STREET, VANCOUVER, BC V6C 3M1 CANADA
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form
20-F or Form 40-F.
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
If Yes is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b): 82 .
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on behalf by the undersigned, thereunto duly authorized.
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METHANEX CORPORATION
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Date: March 30, 2005 |
By: |
/s/ RANDY MILNER
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Name: |
Randy Milner |
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Title: |
Senior Vice President, General Counsel
& Corporate Secretary |
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IMPORTANT INFORMATION FOR SHAREHOLDERS
Notice of the Annual General Meeting of Shareholders
and
Information Circular
March 4, 2005
TABLE OF CONTENTS
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Methanex Corporation |
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1800 Waterfront Centre
200 Burrard Street
Vancouver, British Columbia
Canada V6C 3M1 |
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Telephone: (604) 661-2600
Facsimile: (604) 661-2676 |
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March 4, 2005
Invitation to Shareholders
On behalf of the entire Board of Directors of Methanex
Corporation, we would like to invite you to join us at our
Annual General Meeting of shareholders. The meeting will be held
at the Vancouver Convention & Exhibition Centre in
Vancouver, British Columbia on Thursday, May 5, 2005 at
10:30 a.m.
At the meeting, we will be voting on a number of important
matters. We hope you will take the time to consider the
information dealing with these matters as set out in the
accompanying Information Circular. We encourage you to exercise
your vote, either at the meeting or by completing and sending in
your proxy. Use of the proxy form is explained in the
accompanying Information Circular. If you are a
non-registered shareholder, you should follow the
instructions that you should receive as part of the accompanying
materials to ensure that your shares get voted at the meeting in
accordance with your wishes.
The meeting will provide you with a forum to learn more about
our 2004 performance and hear first-hand our strategy for the
future. It will also provide you with an excellent opportunity
to meet the Companys Directors and Senior Management and
ask them your questions.
We hope that you will attend the Annual General Meeting and we
look forward to seeing you there. If you are unable to attend,
the meeting will also be webcast live through our
website: www.methanex.com.
Sincerely,
Bruce Aitken
President and Chief Executive Officer
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METHANEX CORPORATION
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
The Annual General Meeting (Meeting) of shareholders
of Methanex Corporation (the Company) will be held
at the following time and place:
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DATE: |
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Thursday, May 5, 2005 |
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TIME: |
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10:30 a.m. (Vancouver time) |
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PLACE: |
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Meeting Rooms 1, 2 & 3
Vancouver Convention & Exhibition Centre
999 Canada Place
Vancouver, British Columbia |
The Meeting is being held for the following purposes:
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1. |
To receive the Consolidated Financial Statements for the
financial year ended December 31, 2004 and the
Auditors Report on such statements; |
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2. |
To elect directors; |
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3. |
To re-appoint auditors; |
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4. |
To authorize the Board of Directors to fix the remuneration of
the auditors; and |
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5. |
To transact such other business as may properly come before the
Meeting. |
If you are a holder of Common Shares of the Company and do
not expect to attend the Meeting in person, please complete the
enclosed proxy form and either fax it to (416) 368-2502 or
forward it to CIBC Mellon Trust Company using the envelope
provided with these materials. Proxies must be received no later
than 24 hours (excluding Saturdays, Sundays and holidays)
before the time fixed for commencement of the Meeting or any
adjournment thereof.
DATED at the City of Vancouver, in the Province of British
Columbia, this 4th day of March, 2005.
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BY ORDER OF THE BOARD OF DIRECTORS |
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(signed) RANDY MILNER |
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Senior Vice President, General Counsel and |
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Corporate Secretary |
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METHANEX CORPORATION
INFORMATION CIRCULAR
Information contained in this Information Circular is given as
at March 4, 2005 unless otherwise stated.
PART I VOTING
Solicitation of Proxies
This Information Circular is furnished in connection with the
solicitation of proxies by or on behalf of the management and
Board of Directors (the Board) of Methanex
Corporation (the Company) for use at the annual
general meeting (the Meeting) of shareholders of the
Company to be held at the time and place (including any
adjournment thereof) and for the purposes set forth in the
accompanying Notice of Annual General Meeting of
Shareholders.
It is anticipated that this Information Circular and the
accompanying Proxy form will be mailed on or about
March 29, 2005 to holders of common shares of the Company
(Common Shares).
What will be voted on at the Meeting?
Shareholders will be voting on those matters which are described
in the accompanying Notice of Annual General Meeting of
Shareholders. The Notice includes all the matters to be
presented at the Meeting that are presently known to management.
A simple majority (that is, greater than 50%) of the votes
cast, in person or by proxy, will constitute approval of these
matters, other than the election of directors and the
appointment of auditors.
Who is entitled to vote?
Only registered holders of Common Shares (Registered
Shareholders) on March 14, 2005 (the Record
Date) are entitled to vote at the Meeting or at any
adjournment thereof. Each Registered Shareholder has one vote
for each Common Share held at the close of business on
March 14, 2005. As of March 4, 2005, there were
119,924,392 Common Shares outstanding. As of that date, to the
knowledge of the directors and senior officers of the Company,
there are no persons who beneficially own, directly or
indirectly, or exercise control or direction over Common Shares
carrying more than 10% of the voting rights of the Company.
Can I vote Common Shares which I acquired after
March 14, 2005?
Unfortunately not. The Canada Business Corporations Act
(CBCA) states that only a shareholder whose name
is on the list of shareholders as at the Record Date is entitled
to vote at the Meeting.
How to vote
If you are a Registered Shareholder, there are two ways in which
you can vote your shares. You can either vote in person at the
Meeting or you can vote by proxy.
Voting
by Proxy
If you do not plan to come to the Meeting, you can have your
vote counted by appointing someone who will attend at the
Meeting as your proxyholder. In the proxy, you can either direct
your proxyholder how you want your shares to be voted or let
your proxyholder choose for you. You can always revoke your
proxy if you decide to attend the Meeting and wish to vote your
shares in person (see Revoking a Proxy on
page 3).
Voting
in Person
Registered Shareholders who will attend the Meeting and wish to
vote their shares in person should not complete a proxy form.
Your vote will be taken and counted at the Meeting. Please
register with the transfer agent, CIBC Mellon Trust Company,
upon your arrival at the Meeting.
What if I am not a Registered Shareholder?
Many shareholders are in fact non-registered
shareholders. Non-registered shareholders are those whose
shares are registered in the name of an intermediary (such as a
bank, trust company, securities broker, trustee, or custodian).
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Unless you have previously informed your intermediary that you
do not wish to receive material relating to the Meeting, you
should receive or have already received from the Company a
request for voting instruction form or from your intermediary
either a request for voting instructions or a proxy form. In
either case you have the right to exercise voting rights
attached to the Common Shares beneficially owned by you,
including the right to attend and vote the shares directly at
the Meeting.
The documents that you receive and who you receive them from
will vary depending upon whether you are a non-objecting
beneficial owner, or NOBO, which means you
have provided instructions to your intermediary that you do not
object to the intermediary disclosing beneficial ownership
information about you to the Company for certain purposes, or an
objecting beneficial owner, or OBO,
which means that you have provided instructions to your
intermediary that you object to the intermediary disclosing such
beneficial ownership information.
If you are a NOBO, included with these materials is a request
for voting instructions from the Company or its agent.
These securityholder materials are being sent to both registered
and non-registered owners of the securities. If you are a
non-registered owner, and the Company or its agent has sent
these materials directly to you, your name and address and
information about your holdings of securities have been obtained
in accordance with applicable securities regulatory requirements
from the intermediary holding Common Shares on your behalf. By
choosing to send these materials to you directly, the Company
has assumed responsibility for (i) delivering these
materials to you, and (ii) executing your proper voting
instructions. Please return your voting instructions as
specified in the request for voting instructions.
If you wish to attend the Meeting and vote in person, write your
name in the place provided for that purpose in the voting
instruction form provided to you and we will deposit it with our
transfer agent, or, if you request on the voting instruction
form, we will send you a form of legal proxy which will grant
you or your appointee the right to attend the Meeting and vote
in person. If you do not intend to attend the Meeting or have an
appointee do so on your behalf but you wish your shares to be
voted, please complete and return the information requested in
the voting instructions form to provide your specific voting
instructions. Otherwise your shares will not be voted.
If you are an OBO, you should receive or have already received
from your intermediary either a request for voting instructions
or a proxy form. Intermediaries have their own mailing
procedures and provide their own instructions. These procedures
may allow providing voting instructions by telephone, on the
Internet, by mail or by fax. If you wish to vote in person at
the Meeting you should follow the procedure in the directions
and instructions provided by or on behalf of your intermediary
and insert your name in the space provided on the request for
voting instructions or proxy form or request a form of legal
proxy which will grant you the right to attend the Meeting and
vote in person.
Whether you are a NOBO or an OBO, if you wish to attend the
Meeting and vote in person, do not otherwise complete any voting
form you may receive. Please register with the transfer agent,
CIBC Mellon Trust Company, upon your arrival at the Meeting.
What is a Proxy?
A proxy is a document that authorizes someone else to attend the
Meeting and cast the votes for a Registered Shareholder.
Registered Shareholders are being sent a form of proxy for the
Meeting permitting them to appoint a person to attend and act as
proxyholder at the Meeting. Use it or any other valid proxy form
to appoint a proxyholder. The enclosed form of proxy authorizes
the proxyholder to vote and otherwise act for you at the Meeting
including any continuation after adjournment of the Meeting.
If you complete the enclosed form of proxy by marking the
appropriate boxes on the proxy form, your shares will be voted
as instructed. If you do not mark any boxes, your proxyholder
can vote your shares in their discretion.
A proxy in the form being sent to Registered Shareholders must
be distinguished from a legal proxy, which is a
voting power of attorney granted to a non-registered shareholder
or to a person designated by the non-registered shareholder
under a written request of the non-registered shareholder. If
you are a NOBO that has been sent these materials, if you so
request in your voting instruction form, the Company will
arrange at no cost to you, to deposit with our transfer agent,
or deliver to you, a legal proxy to the extent that the
Companys management holds a proxy given directly by the
Registered Shareholder or indirectly given by the Registered
Shareholder through one or more other proxyholders in respect of
the shares beneficially owned by you.
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Appointing a Proxyholder
Your proxyholder is the person you appoint and name on the proxy
form to cast your votes for you. You can choose anyone you
want to be your proxyholder. It does not have to be another
shareholder. Just fill in the persons name in the blank
space provided on the enclosed proxy form or complete any other
legal proxy form and deliver it to CIBC Mellon Trust Company
within the time hereinafter specified for receipt of proxies.
If you leave the space on the proxy form blank, either Pierre
Choquette or Bruce Aitken, both of whom are named in the form,
are appointed to act as your proxyholder. Mr. Choquette is
the Chairman of the Board and Mr. Aitken is President and
Chief Executive Officer of the Company.
For the proxy to be valid, it must be completed, dated and
signed by the holder of Common Shares or the holders
attorney authorized in writing and then delivered to the
Companys transfer agent, CIBC Mellon Trust Company, in the
envelope provided or by fax to (416) 368-2502 and received
no later than 24 hours prior to the Meeting or any
adjournment thereof.
How will my shares be voted if I give my Proxy?
If you have properly filled out, signed and delivered your
proxy, then your proxyholder can vote your shares for you at the
Meeting. If you have specified on the proxy form how you want to
vote on a particular issue (by marking FOR, AGAINST, or
WITHHOLD), then your proxyholder must vote your shares
accordingly.
If you have not specified how to vote on a particular issue,
then your proxyholder can vote your shares as they see fit.
However, if you have not specified how to vote on a particular
issue and Mr. Choquette or Mr. Aitken have been
appointed as proxyholder, your shares will be voted in favour of
the particular issue. For more information on these issues, see
Part II BUSINESS OF THE MEETING. The enclosed form
of proxy confers discretionary authority upon the proxyholder
you name with respect to amendments or variations to the matters
identified in the accompanying Notice of Annual General Meeting
of Shareholders and other matters which may properly come before
the Meeting. If any such amendments or variations are proposed
to the matters described in the Notice, or if any other matters
properly come before the Meeting, your proxyholder may vote your
shares as they consider best.
Revoking a Proxy
If you want to revoke your proxy after you have delivered it,
you can do so at any time before it is used. You or your
authorized attorney may revoke a proxy by (i) clearly
stating in writing that you want to revoke your proxy and
delivering this revocation by mail to Proxy Department, CIBC
Mellon Trust Company, #6 200 Queens Quay
East, Toronto, ON, Canada, M5A 4K9 or by fax to
(416) 368-2502, or to the registered office of the Company,
Suite 1800, 200 Burrard Street, Vancouver, BC
V6C 3M1, Attention: Corporate Secretary, at any time up to
and including the last business day preceding the day of the
Meeting or any adjournment thereof or (ii) in any other
manner permitted by law. Revocations may also be delivered to
the Chairman of the Meeting on the day of the Meeting or any
adjournment thereof. Such revocation will have effect only in
respect of those matters upon which a vote has not already been
cast pursuant to the authority confirmed by the proxy. If you
revoke your proxy and do not replace it with another in the
manner provided in Appointing a Proxyholder above,
you will be able to vote your shares in person at the Meeting.
Only registered shareholders have the right to revoke a proxy.
Non-registered shareholders who wish to change their voting
instructions must, in sufficient time in advance of the Meeting,
arrange for the Company (where the non-registered holder is a
NOBO) or their intermediaries (where the non-registered
shareholder is an OBO) to change their vote and if necessary
revoke their proxy.
Costs of this Solicitation of Proxies
The cost of this solicitation of proxies is borne by the
Company. It is expected that the solicitation will be primarily
by mail, but proxies or votes or voting instructions may also be
solicited personally or by telephone or other means of
communication by directors and regular employees of the Company
without special compensation. In addition, the Company may
retain the services of agents to solicit proxies or votes or
voting instructions on behalf of management of the Company. In
that event, the Company will compensate any such agents for such
services, including reimbursement for reasonable out-of-pocket
expenses, and will indemnify them in respect of certain
liabilities which may be incurred by them in performing their
services. The Company may also reimburse brokers or other persons
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holding Common Shares in their names, or in the names of
nominees, for their reasonable expenses in sending proxies and
proxy material to beneficial owners and obtaining their proxies
or votes or voting instructions.
Who counts the votes?
The Companys transfer agent, CIBC Mellon Trust Company,
counts and tabulates the proxies. This is done independently of
the Company to preserve confidentiality in the voting process.
Proxies are referred to the Company only in cases where a
shareholder clearly intends to communicate with management or
when it is necessary to do so to meet the requirements of
applicable law.
How do I contact the transfer agent?
If you have any inquiries, the transfer agent, CIBC Mellon Trust
Company, can be contacted as follows:
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Toll-free:
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1-800-387-0825 |
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Mail:
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CIBC Mellon Trust Company
Suite 1600, 1066 West Hastings Street
Vancouver, British Columbia
V6E 3X1 |
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Telephone:
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(604) 891-3008 |
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Fax:
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(604) 688-4301 |
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PART II BUSINESS OF THE MEETING
RECEIVE THE FINANCIAL STATEMENTS
The consolidated financial statements for the year ended
December 31, 2004 are included in the Annual Report, which
has been mailed to shareholders with the Notice of the Annual
General Meeting of Shareholders and this Information Circular.
ELECTION OF DIRECTORS
The directors of the Company are elected each year at the annual
general meeting of the Company and hold office until the close
of the next annual general meeting or until their successors are
elected or appointed. The articles of the Company provide that
the Company have a minimum of 3 and a maximum of 15 directors.
The by-laws of the Company provide that when the articles of the
Company provide for a minimum and maximum number of directors,
the number of directors within the range may be determined from
time to time by resolution of the Board of Directors. The
directors have determined that there should be 10 directors.
The Corporate Governance Committee recommends to the Board
nominees for election of directors. The persons listed below are
being proposed for nomination for election at the Meeting. The
persons named in the accompanying proxy, if not expressly
directed otherwise in such proxy, will vote the Common Shares in
respect of which they have been appointed proxyholder in favour
of the election of those persons listed below as nominees as
directors.
The following table sets out the names, ages and places of
residence of all the persons to be nominated for election as
directors, all other positions and offices with the Company now
held by them, their present principal occupation or employment,
their business experience over the last five years, the period
during which they have served as directors of the Company, and
the number of Common
Shares(1),
Deferred Share
Units(2),
Restricted Share
Units(3)
and Stock
Options(4)
held by each of them as at the date of this Information Circular.
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BRUCE AITKEN
Director since July 2004
Number of Common Shares held 48,876
Number of Deferred Share Units held 228,512
Number of Restricted Share Units
held 27,091
Number of Stock Options held 168,250
Mr. Bruce Aitken, 50, of Vancouver, British Columbia,
Canada is currently President and Chief Executive Officer of the
Company. Prior to his appointment in May 2004, Mr. Aitken
was President and Chief Operating Officer of the Company since
September 2003 and prior to that he was Senior Vice President,
Asia Pacific (based in New Zealand) from September 1999. He has
also held the position of Vice President, Corporate Development
(located in Vancouver).
Prior to joining the Company, Mr. Aitken was Executive
Director of Cape Horn Methanol (now Methanex Chile) in
Santiago. He also held a number of managerial positions with
Fletcher Challenge Limited in New Zealand.
Mr. Aitken has a Bachelor of Commerce degree from Auckland
University and is a member of the New Zealand Institute of
Chartered Accountants, ACA (Associate Chartered Accountant).
As a
non-independent(5)
director, Mr. Aitken is not a member of any Committee. |
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HOWARD BALLOCH
Director since December 2004
Number of Common Shares
held 0
Number of Deferred Share Units
held 0
Number of Restricted Share Units held 4,000
Number of Stock Options
held 0
Mr. Howard Balloch, 53, of Beijing, China is currently
President of The Balloch Group. Based in Beijing, The Balloch
Group is a private consultancy firm specializing in China and
other Asian markets. Prior to this, from 1996 to 2001,
Mr. Balloch was the Canadian Ambassador to the
Peoples Republic of China.
Mr. Balloch currently serves on the boards of Zi
Corporation, where he is also a member of their Corporate
Governance Committee, and Ivanhoe Energy Inc., where he sits on
their Audit Committee, Corporate Governance Committee and
Compensation Committee. He is also President of the Canada China
Business Council.
Mr. Balloch holds a Bachelor of Arts (Honours) in Political
Science and Economics and a Masters in International Relations,
both from McGill University.
Mr. Balloch is a member of the Companys Corporate
Governance Committee and the Public Policy Committee. |
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PIERRE CHOQUETTE
Director since October 1994
Number of Common Shares
held 0
Number of Deferred Share Units
held 5,000
Number of Restricted Share Units
held 380,223
Number of Stock Options
held 0
Mr. Pierre Choquette, 62, of Vancouver, British Columbia,
Canada is a corporate director and is currently Chairman of the
Board of the Company. Mr. Choquette was Chairman of the
Board and Chief Executive Officer of the Company from September
2003 to May 2004 and President and Chief Executive Officer of
the Company from October 1994 to September 2003.
Mr. Choquette also serves on the board of Terasen Inc. and
is a member of their Audit Committee and Environment, Health and
Safety Committee.
Mr. Choquette holds a Bachelor of Arts, Bachelor of Science
and a Masters in Science in Chemical Engineering from Laval
University. He is also a graduate of the Graduate Advanced
Management Program at Harvard Graduate School of Business
Administration.
As a
non-independent(5)
director, Mr. Choquette is not a member of any
Committee. |
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ROBERT FINDLAY
Director since July 1994
Number of Common Shares held 54,611
Number of Deferred Share Units held 68,015
Number of Restricted Share Units
held 6,251
Number of Stock Options held 3,750
Mr. Robert Findlay, 71, of West Vancouver, British
Columbia, Canada is a corporate director and also serves on the
board of Option NFA Inc. In October 1997 Mr. Findlay
retired as President and Chief Executive Officer of MacMillen
Bloedel Limited. He held this position for seven years.
Mr. Findlay holds a Bachelor of Engineering (Mechanical
Engineering) from McGill University and is also a graduate of
the Graduate Advanced Management Program at Harvard Graduate
School of Business Administration.
Mr. Findlay is Chair of the Companys Human Resources
Committee and is a member of the Corporate Governance Committee
and the Responsible Care Committee. |
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BRIAN GREGSON
Director since July 1994
Number of Common Shares held 43,500
Number of Deferred Share Units held 46,142
Number of Restricted Share Units held 12,372
Number of Stock Options held 7,500
Mr. Brian Gregson, 73, of Vancouver, British Columbia,
Canada is a corporate director. After retiring from the Royal
Bank of Canada in 1991, Mr. Gregson served as Chairman of
Barbican Properties Inc., a real estate company. At the Royal
Bank he held the position of Senior Executive Vice President and
other senior executive positions.
Mr. Gregson has studied at the Banff School of Advanced
Management, the Tuck Business School at Dartmouth University and
has attended various American Management Association courses.
Mr. Gregson is Chair of the Companys Audit, Finance
and Risk Committee and is a member of the Responsible Care
Committee. |
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A. TERENCE (TERRY) POOLE
Director since February 1994*
Number of Common Shares held 30,000
Number of Deferred Share Units held 10,119
Number of Restricted Share Units
held 0
Number of Stock Options
held 0
Mr. Terry Poole, 62, of Calgary, Alberta, Canada has held
the position of Executive Vice President, Corporate Strategy and
Development of NOVA Chemicals Corporation (NOVA), a
commodity chemical company, since May 2000. Prior to his current
position Mr. Poole held the position of Executive Vice
President, Finance and Strategy of NOVA from 1998 to 2000.
Mr. Poole held the position of Senior Vice President and
Chief Financial Officer of NOVA Corporation from 1994 to 1998
and other senior positions within NOVA Corporation from 1988.
Mr. Poole is a Chartered Accountant and holds a Bachelor of
Commerce from Dalhousie University. He is a Member of the
Canadian, Quebec and Ontario Institutes of Chartered Accountants
and is also a Member of the Financial Executives Institute.
Mr. Poole is a member of the Companys Audit, Finance
and Risk Committee and the Public Policy Committee.
Mr. Poole has been designated as the audit committee
financial expert.
*Mr. Poole resigned as a director of the Company in June
2003 and was re-appointed in September 2003. |
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JOHN REID
Director since September 2003
Number of Common Shares held 8,000
Number of Deferred Share Units held 10,668
Number of Restricted Share Units
held 4,000
Number of Stock Options
held 0
Mr. John Reid, 57, of Vancouver, British Columbia, Canada
has held the position of President and Chief Executive Officer
of Terasen Inc., an energy distribution and transportation
company, since November 1997. Prior to his current position,
Mr. Reid was Executive Vice President and Chief Financial
Officer of Terasen Inc. for two years.
Mr. Reid also serves on the board of Terasen Inc., the
Conference Board of Canada and the Board of Governors of the
University of British Columbia. He is also a member of the
Canadian Council of Chief Executives and the Business Council of
British Columbia.
Mr. Reid has an Economics Degree from the University of
Newcastle upon Tyne in the United Kingdom and is a Fellow of the
British Columbia, England and Wales Institutes of Chartered
Accountants.
Mr. Reid is a member of the Companys Audit, Finance
and Risk Committee and the Corporate Governance Committee. |
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MONICA SLOAN
Director since September 2003
Number of Common Shares held 1,000
Number of Deferred Share Units held 6,038
Number of Restricted Share Units held 6,121
Number of Stock Options
held 0
Ms. Monica Sloan, 50, of Calgary, Alberta, Canada has been
Managing Director and Chief Executive Officer of Intervera Ltd.
since January 2004. Intervera Ltd. provides data quality
products and services to the energy industry. Prior to this
position Ms. Sloan was an Independent Consultant for ME
Sloan Associates from October 1999.
Ms. Sloan also serves on the board of Industrial Alliance
Pacific Financial Services and is Past Chair of the Calgary
Opera Association.
Ms. Sloan holds a Masters of Engineering from Stanford
University and a Masters in Business Administration from Harvard
Graduate School of Business Administration.
Ms. Sloan is a member of the Companys Human Resources
Committee and the Responsible Care Committee. |
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GRAHAM SWEENEY
Director since July 1994
Number of Common Shares held 2,000
Number of Deferred Share Units held 46,377
Number of Restricted Share Units
held 6,251
Number of Stock Options held 7,500
Mr. Graham Sweeney, 69, of Sarnia, Ontario, Canada is a
corporate director. Mr. Sweeney was President and Chief
Executive Officer of Dow Chemical Canada Inc. from 1993 to 1995.
Prior to this Mr. Sweeney held Vice President and senior
executive positions with The Dow Chemical Company in Asia and
the USA from 1981.
Mr. Sweeney holds a Bachelor of Science (Chemical
Engineering) from the University of Natal, South Africa.
Mr. Sweeney is Chair of the Companys Responsible Care
Committee and is a member of the Audit, Finance and Risk
Committee and the Public Policy Committee. |
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ANNE WEXLER
Director since January 2001
Number of Common Shares held 1,000
Number of Deferred Share Units held 16,114
Number of Restricted Share Units held 10,251
Number of Stock Options held 15,000
Ms. Wexler, 74, of Washington, DC, USA has been Chairman of
the Executive Committee of Wexler & Walker Public Policy
Associates (formerly The Wexler Group), a government consultancy
firm, since January 2000. Prior to this position Ms. Wexler
was the Chairman and Chief Executive Officer of The Wexler Group
since 1981. Prior to starting her own consultancy firm,
Ms. Wexler was the Assistant to US President Jimmy Carter
for Public Liaison.
Ms. Wexler serves on the boards of Dreyfus Mutual Funds and
Wilshire Mutual Funds. She also serves on the boards of the
following non profit organizations: WETA (Washington DCs
public radio and television station), The Survivors Fund
(for victims of the Pentagon after 9/11), The Economic Club
of Washington, the Community Foundation of the Greater
Metropolitan Area and the Council of Foreign Relations.
Ms. Wexler holds a Bachelor of Arts degree in History and
an Honorary Doctor of Laws both from Skidmore College, New York
and an Honorary Doctor of Science in Business Administration
from Bryant College, Rhode Island.
Ms. Wexler is Chair of the Companys Public Policy
Committee and is a member of the Corporate Governance Committee
and the Human Resources Committee. |
|
|
(1) |
The number of Common Shares held includes Common Shares directly
or indirectly beneficially owned or under the control or
direction of such nominee. |
|
(2) |
For more information on Deferred Share Units, see
Directors Compensation on page 17 and
Deferred Share Unit Plan on page 25. |
|
(3) |
For more information on Restricted Share Units, see
Directors Compensation on page 17 and
Restricted Share Unit Plan on page 24. |
|
(4) |
Non-management directors ceased being granted stock options in
2003. |
|
(5) |
See Page 11 for more information on how director
independence is determined. |
Summary of Board and Committee Meetings held
For the 12-month period ended December 31, 2004
|
|
|
|
|
Board of Directors
|
|
|
5 |
|
Audit, Finance and Risk Committee
|
|
|
7 |
|
Corporate Governance Committee
|
|
|
3 |
|
Human Resources Committee
|
|
|
2 |
|
Public Policy Committee
|
|
|
2 |
|
Responsible Care Committee
|
|
|
3 |
|
10
Summary of Attendance of Directors
For the 12-month period ended December 31, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Board meetings | |
|
% | |
|
Committee | |
|
% | |
Director |
|
attended | |
|
attended | |
|
meetings attended | |
|
attended | |
|
|
| |
|
| |
|
| |
|
| |
Bruce
Aitken(1)
|
|
|
3 of 3 |
|
|
|
100 |
|
|
|
|
|
|
|
|
|
Howard
Balloch(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pierre
Choquette(3)
|
|
|
5 of 5 |
|
|
|
100 |
|
|
|
|
|
|
|
|
|
Robert Findlay
|
|
|
5 of 5 |
|
|
|
100 |
|
|
|
8 of 8 |
|
|
|
100 |
|
Brian Gregson
|
|
|
5 of 5 |
|
|
|
100 |
|
|
|
10 of 10 |
|
|
|
100 |
|
A. Terence Poole
|
|
|
5 of 5 |
|
|
|
100 |
|
|
|
8 of 9 |
|
|
|
89 |
|
John Reid
|
|
|
4 of 5 |
|
|
|
80 |
|
|
|
10 of 10 |
|
|
|
100 |
|
Monica Sloan
|
|
|
5 of 5 |
|
|
|
100 |
|
|
|
5 of 5 |
|
|
|
100 |
|
Graham Sweeney
|
|
|
5 of 5 |
|
|
|
100 |
|
|
|
11 of 12 |
|
|
|
92 |
|
Anne Wexler
|
|
|
5 of 5 |
|
|
|
100 |
|
|
|
7 of 7 |
|
|
|
100 |
|
|
|
(1) |
Prior to his appointment as a director in July 2004,
Mr. Aitken attended all Board and Committee meetings during
2004 in his capacity as President of the Company. Following his
appointment as director in July 2004, he attended all Committee
meetings in his capacity as President and Chief Executive
Officer of the Company. |
|
(2) |
Mr. Balloch was appointed a director in December 2004 and
there were no Board or Committee meetings held in December. |
|
(3) |
Prior to May 2004, Mr. Choquette attended Committee
meetings in his capacity as Chief Executive Officer of the
Company. From May 2004 he attended them on an ex-officio basis
in his capacity as Chairman of the Board. |
Director Independence
Eight of the ten directors who are standing for election to the
Companys Board have been determined by the Board to be
independent in accordance with Nasdaq rules and the Canadian
Securities Administrators Multilateral Instrument 52-110.
Mr. Aitken is the President and Chief Executive Officer of
the Company and is therefore not independent. Mr. Choquette
held the position of Chief Executive Officer from October 1994
to May 2004 and is therefore not independent.
Of the remaining eight directors who are standing for election,
the Board has determined that the following seven directors have
no relationship (material or otherwise) with the Company other
than as directors and shareholders and are therefore
independent: Mr. Balloch, Mr. Findlay,
Mr. Gregson, Mr. Poole, Ms. Sloan,
Mr. Sweeney and Ms. Wexler.
Mr. Reid is President and Chief Executive Officer of
Terasen Inc. A subsidiary of Terasen Inc. is Terasen Gas Inc.
(TGI). The Company and TGI have entered into an
arms length agreement under which TGI provides natural gas
purchasing and risk management services to the Company. The
other independent directors have reviewed the relationship
between the Company and TGI and have determined that such
relationship is not material and that Mr. Reid, based on
the definition of independence established by
Canadian securities regulators which is contained in
Multilateral Instrument 52-110, is independent.
RE-APPOINTMENT AND REMUNERATION OF AUDITORS
The directors of the Company recommend the re-appointment of
KPMG LLP, Chartered Accountants, Vancouver, as the auditors
of the Company to hold office until the termination of the next
annual meeting of the Company. KPMG LLP has served as the
auditors of the Company for more than five years. As in past
years, it is proposed that the remuneration to be paid to the
auditors be determined by the directors of the Company.
The persons named in the accompanying proxy, if not expressly
directed to the contrary in such proxy, will vote the Common
Shares in respect of which they have been appointed proxyholder
for the re-appointment of KPMG LLP, Chartered Accountants,
as the auditors of the Company and to authorize the directors to
determine the remuneration to be paid to the auditors.
11
Principal Accountant Fees and Services
Pre-approval policies and procedures
The Companys Audit, Finance and Risk Committee (the
Audit Committee) annually reviews and approves the
terms and scope of the external auditors engagement. The
Audit Committee oversees the Audit and Non-Audit Pre-Approval
Policy which sets forth the procedures and the conditions
pursuant to which permissible services proposed to be performed
by KPMG LLP are pre-approved. The Audit Committee has delegated
to the Chair of the Audit Committee pre-approval authority for
any services not previously approved by the Audit Committee. All
such services approved by the Chair of the Audit Committee are
subsequently reviewed by the Audit Committee.
All non-audit service engagements, regardless of the cost
estimate, are required to be coordinated and approved by the
Chief Financial Officer to further ensure that adherence to this
policy is monitored.
Audit and Non-Audit Fees Paid to the Independent Auditors
Fees to KPMG LLP during the years ended December 31, 2004
and December 31, 2003 were as follows:
|
|
|
|
|
|
|
|
|
US$000s |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
Audit Fees
|
|
|
346 |
|
|
|
388 |
|
Audit-Related Fees
|
|
|
77 |
|
|
|
60 |
|
Tax Fees
|
|
|
168 |
|
|
|
242 |
|
All Other Fees
|
|
|
|
|
|
|
|
|
Total
|
|
|
591 |
|
|
|
690 |
|
The nature of each category of fees is described below.
Audit fees were paid for professional services rendered by the
auditors for the audit of the Companys consolidated
financial statements; statutory audits of the financial
statements of the Companys subsidiaries; quarterly reviews
of the Companys financial statements; consultations as to
the accounting or disclosure treatment of transactions reflected
in the financial statements; and services associated with
registration statements, prospectuses, periodic reports and
other documents filed with securities regulators.
Audit-related fees were paid for professional services rendered
by the auditors for financial audits of employee benefit plans;
procedures and audit or attest services not required by statute
or regulation; advice and documentation assistance with respect
to internal controls over financial reporting and disclosure
controls; and consultations as to the accounting or disclosure
treatment of other transactions.
Tax fees were paid for professional services rendered for tax
compliance, tax advice and tax planning. These services
consisted of: tax compliance including the review of tax
returns; assistance in completing routine tax schedules and
calculations; and tax planning and advisory services relating to
common forms of domestic and international taxation.
Audit and Non-Audit Services Pre-Approval Policy
In April 2003, the Audit Committee approved the Audit and
Non-Audit Services Pre-Approval Policy (the Policy).
The Policy requires the Audit Committee to pre-approve all
audit, audit-related and non-audit services (such as those
relating to tax planning and advice) provided by the external
auditors. The Policy also specifies the services that the
external auditors are prohibited from undertaking including
internal audit, bookkeeping, financial information systems
design and implementation, and other services.
12
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
None of the directors or officers of the Company, no proposed
nominee for election as a director of the Company, none of the
persons who have been directors or officers of the Company at
any time since the beginning of the Companys last
completed financial year and no associate or affiliate of any of
the foregoing has any material interest, direct or indirect, in
any matter to be acted upon at the Meeting other than the
election of directors.
INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS
None of the directors or officers of the Company, no director or
officer of a body corporate that is itself an insider or a
subsidiary of the Company, no person or company who beneficially
owns, directly or indirectly, voting securities of the Company
or who exercised control or direction over voting securities of
the Company or a combination of both carrying more than 10% of
the voting rights attached to any class of outstanding voting
securities of the Company entitled to vote in connection with
any matters being proposed for consideration at the Meeting, no
proposed director or nominee for election as a director of the
Company and no associate or affiliate of any of the foregoing
has or had any material interest, direct or indirect, in any
transaction or proposed transaction since the beginning of the
Companys last financial year which has materially affected
or would or could materially affect the Company or any of its
subsidiaries.
13
PART III CORPORATE GOVERNANCE
Board of Directors
The Board has adopted a set of Corporate Governance Principles
to provide for a system of principled goal-setting, effective
decision-making and ethical actions. These principles can be
found at Schedule A to this Circular.
The Board has responsibility for supervising the management of
the Company and oversees and provides policy guidance on the
business and affairs of the Company. In particular, the Board
monitors overall corporate performance, oversees succession
planning for executive officers including the appointment and
performance of the Chief Executive Officer, adopts a strategic
planning process, evaluates the integrity of the Companys
internal control and management systems, identifies and oversees
the implementation of systems to manage the principal risks of
the Companys business and oversees the implementation of a
communication policy for the Company. The Board approves the
Companys significant business decisions and major
transactions such as acquisitions, divestitures, financings and
significant capital expenditures. A comprehensive assessment
process exists which allows each director to annually evaluate
their own performance as well as the performance of the Board,
its Committees, and the Chairman of the Board. The Board met
formally on five occasions in 2004. The overall director
attendance rate at these meetings was 95%.
The Chairman of the Board of the Company, Mr. Choquette, is
not independent as he was formerly also the Chief Executive
Officer of the Company. Mr. Choquette resigned as the
Companys Chief Executive Officer in May 2004. The Board,
mindful of the governance issues arising from this circumstance,
has taken a number of steps to ensure the Board operates
independently of management. It has appointed a Lead Independent
Director whose responsibilities include chairing regular
sessions of the independent directors without the presence of
management or Mr. Choquette. These in camera sessions occur
after each Board meeting. Mr. David Morton is the current
Lead Independent Director. He will be retiring from the Board in
May 2005 and the independent directors will appoint a new Lead
Independent Director at that time. In addition, Committees of
the Board are constituted exclusively of independent directors
and independent directors constitute a large majority of the
Board. For more information about director independence, please
see page 11.
Committees of the Board of Directors
The Board has established five standing Committees with written
mandates defining their responsibilities and a requirement to
report regularly to the Board. No member of a standing Committee
of the Board was, during 2004, or is currently, an officer or
employee of the Company or any of its subsidiaries.
Audit,
Finance and Risk Committee
Members:
Messrs. Gregson (Chair), Poole, Reid and Sweeney
The Audit, Finance and Risk Committee meets with the executive
and financial officers of the Company and the independent
auditors to review and inquire into matters affecting financial
reporting, financial controls and procedures, the system of
internal accounting, audit procedures and plans, and recommends
to the Board the auditors to be appointed. In addition, this
Committee reviews and recommends to the Board for approval the
annual financial statements, the annual report and certain other
documents required by regulatory authorities, and also reviews
with management and reports to the Board on the financing plans
and objectives of the Company, the risks inherent in the
Companys business and risk management programs relating
thereto. This Committee is also responsible for reviewing and
reporting to the Board on matters relating to the funding and
investment of funds of the Companys pension plans.
Mr. Poole is the audit committee financial
expert. In 2004, this Committee met seven times. The
overall Committee member attendance rate at these meetings was
86%.
The mandate of this Committee together with the relevant
education and experience of its members and other Committee
information may be found in the Audit Committee
Information section of the Companys Annual
Information Form dated March 21, 2005.
Corporate
Governance Committee
Members:
Messrs. Balloch, Findlay, Lawrence, Morton (Chair), Reid
and Ms. Wexler
This Committee is responsible for the composition, compensation
and governance of the Board and recommends to the Board nominees
for election or appointment as directors. The functions of this
Committee also include assessing and enhancing the performance
of the Board and maintaining an effective working relationship
between the Board and
14
management of the Company. It is also responsible for taking a
leadership role in shaping the corporate governance of the
Company and developing and recommending to the Board corporate
governance principles for the Company. In 2004, this Committee
met three times. The overall Committee member attendance rate at
these meetings was 100%.
Human
Resources Committee
Members:
Messrs. Findlay (Chair), Lawrence, Morton, Ms. Sloan
and Ms. Wexler
The Human Resources Committee is responsible for reviewing
recommendations for the appointment of persons to senior
executive positions, succession planning, considering terms of
employment including total compensation practices, reviewing the
Companys executive development programs, human resource
plans and policies, recommending awards under the Companys
short-term and long-term incentive plans and matters relating to
the administration of the Companys pension plans, other
than matters relating to the funding and investment of funds.
This Committee also recommends for the Boards approval the
objectives and performance of the Chief Executive Officer of the
Company on an annual basis. In 2004, this Committee met twice.
The overall Committee member attendance rate at these meetings
was 100%.
Public
Policy Committee
Members:
Messrs. Balloch, Poole, Sweeney and Ms. Wexler (Chair)
The Public Policy Committee is responsible for reviewing and
making recommendations to the Board regarding public policy
matters that have a significant impact on the Company including
those relating to political contributions, social investment
policy, government relations and public affairs. In 2004, this
Committee met twice. The overall Committee member attendance
rate at these meetings was 88%.
Responsible
Care Committee
Members:
Messrs. Findlay and Gregson, Ms. Sloan and
Mr. Sweeney (Chair)
The Responsible Care Committee is responsible for reviewing and
making recommendations to the Board regarding matters relating
to the environment and occupational health and safety issues
that impact significantly on the Company. The Committee also
reviews the policies and standards that are in place to ensure
that the Company is carrying out all of its operations in
accordance with the principles of Responsible Care®. In
2004, this Committee met three times. The overall Committee
member attendance rate at these meetings was 93%.
Code of Business Conduct
The Company has in place a Code of Business Conduct which is
applicable to all employees, officers and directors and which
provides a set of standards meant to assist them in avoiding
wrong-doing and to promote honest and ethical behaviour while
conducting the Companys business. The Code also
establishes a confidential whistle-blower hotline
for reporting suspected violations of the Code. The Code is
reviewed annually by the Board. A copy of the Code of Business
Conduct may be obtained by accessing www.methanex.com and
entering the word code in the Search function. A
printed version is available upon request to the Corporate
Secretary of the Company.
Statement of Corporate Governance Practices
Corporate governance is an important public policy issue.
Corporate governance means having in place processes and
structures which provide proper direction and management of the
business and affairs of a company and good corporate governance
is critical to a companys effective, efficient and prudent
operation. Recently, there have been many regulatory and legal
initiatives aimed at improving corporate governance, increasing
corporate accountability and enhancing transparency of public
company disclosure. The Companys management and Board
actively monitor and, where appropriate, respond to these
initiatives. We comply with regulatory requirements that we are
subject to in Canada and the United States.
The Company is a Canadian reporting issuer with its Common
Shares listed on the Toronto Stock Exchange (TSX)
and the Nasdaq National Market. The TSX has in place a series of
guidelines relating to effective corporate governance (the
Guidelines) which address matters such as the
constitution and independence of corporate boards, the functions
to be performed by boards and their committees and the
effectiveness and education of board members. Our corporate
governance practices are consistent with the TSXs
Guidelines. Many regulatory changes have come into effect in the
past year, including rules issued by the Canadian Securities
Administrators (CSA) relating to audit
15
committees. As well, in October 2004, the CSA published for
comment draft corporate governance guidelines and disclosure
rules. As a result, the Companys governance practices
continue to evolve. We will continue to follow regulatory
changes closely and will amend our governance practices as
appropriate.
As the CSA proposed corporate governance guidelines and
disclosure rules are not yet in effect, information outlining
the Companys approach to corporate governance with
reference to the TSX Guidelines, as required by the TSX, is set
out in Schedule B to this Circular.
16
PART IV COMPENSATION
DIRECTORS COMPENSATION
Introduction
Directors compensation was reviewed by the Board in
November 2004 based on analysis undertaken by Mercer Human
Resource Consulting. Director compensation was benchmarked
against a group of North American-based chemical companies with
international operations. This comparator group is the same
group used to benchmark the Companys executive officer
compensation. The Board was advised that it is common practice
to establish the same comparator group for director compensation
as for executive officer compensation and the Board has
determined that director compensation should be established in
proximity to the 50th percentile of the comparator group. The
Board has made no changes to the existing director compensation
retainer, fee structure and amounts, all of which have been in
place since 2000. However, the directors did increase the
directors share ownership guideline to two times the
combined annual retainer and value of their annual long
term-incentive plan award. The directors also reviewed the
compensation of the Chairman of the Board and at a Board meeting
held on March 4, 2005, resolved, commencing in 2005, to pay
the Chairman $220,000 made up of $120,000 cash and, in 2005,
5000 Restricted Share Units (RSUs) valued at
approximately $100,000. The Chairman would not receive any
per meeting attendance fees, chair fees or travel
fees.
Compensation
Directors compensation is paid only to non-management
directors and is made up of a cash retainer, meeting fees and a
Long-Term Incentive award.
Retainer and Meeting Fees
During the year ended December 31, 2004, annual retainers
and meeting fees were paid to non-management members of the
Board on the following basis:
|
|
|
Annual board retainer for a non-management director
|
|
$40,000 |
Annual retainer for the Chairman of the Board
|
|
$120,000 |
Board meeting attendance fee
|
|
$2,500 per meeting |
Committee meeting attendance fee
|
|
$2,500 per meeting |
Board / Committee chair fee
|
|
$2,500 per meeting |
Cross-country or inter-continental travel fee to attend board or
committee meetings |
|
$2,500 per trip |
All retainers and fees are paid in Canadian dollars.
Non-employee directors are also reimbursed for transportation
and other expenses incurred for attending board and committee
meetings.
At the start of 2004, Mr. Choquette was both the
Companys Chief Executive Officer and Chairman of the
Board. In May, 2004 he retired as the Companys Chief
Executive Officer. As a result, he commenced receiving
compensation as a director and Chairman of the Board in the
second quarter of 2004.
Long-Term Incentive
Commencing in 2003, non-management directors ceased to be
granted options but instead have been awarded Restricted Share
Units (RSUs) under the Companys Restricted
Share Unit Plan for Directors as part of their compensation. In
2004 directors elected to receive either 6,000 RSUs or
6,000 DSUs as their Long-Term Incentive award. In 2005
directors elected to receive either 4,000 RSUs or 4,000 DSUs,
except for the Chairman of the Board who received 5,000 RSUs or
DSUs. RSUs are notional shares credited by bookkeeping entry to
an RSU Account. When dividends are paid on
Common Shares, an equivalent value of additional RSUs is
calculated and credited to each individuals account. RSUs
granted in any year will vest on December 1st, in the
24th month following the end of the year in which the award
was made. Following vesting, directors are entitled to receive a
cash payment based on the price of the Companys Common
Shares at that time, net of applicable withholding tax. RSUs do
not entitle participants to any voting or other shareholder
rights and are non-dilutive to shareholders.
17
Directors Deferred Share Unit Plan
Under the Companys Deferred Share Unit Plan (the DSU
Plan) (more fully described on page 25), each
non-management director elects annually to receive 100%, 50% or
0% of his or her retainer and meeting fees as Deferred Share
Units (DSUs). The actual number of DSUs granted to a
director is calculated at the end of each quarter by dividing
the dollar amount elected to the DSU Plan by the five day
average closing price of the Common Shares on the TSX during the
last five trading days of that quarter. Additional DSUs are
credited corresponding to dividends declared on the Common
Shares. Under the terms of the DSU Plan, Mr. Balloch having
been appointed a director in 2004, was not eligible to
participate in the DSU Plan in 2004.
Directors Share Ownership Guidelines
Since 1998, the Company has had in place share ownership
guidelines for directors to promote shareholder alignment. In
2004, the guidelines were revised to encourage each director to
own Common Shares having a value equal to two times the combined
value of their annual retainer and the value of their long-term
incentive award. RSUs and DSUs held by a director are considered
when determining whether the individual is meeting the share
ownership guidelines. Please refer to the section entitled
Election of Directors beginning on page 5 for details on
the number of Common Shares, RSUs and DSUs held by each director
as at March 4, 2005. The following table shows the
percentage of the guideline achieved for each non-management
director based on their holdings on March 4, 2005. The
table includes Mr. Lawrence and Mr. Morton, both of
whom are not standing for election at the Meeting. Mr.
Aitkens holdings and percentage achieved can be found on
page 23 as part of the Report of Executive Compensation.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common | |
|
|
|
|
Shares Beneficially | |
|
|
|
% of | |
|
|
Owned or Over which | |
|
Restricted and/or | |
|
Stock Ownership | |
|
|
Control or Direction | |
|
Deferred Share | |
|
Guideline | |
Name |
|
is Exercised | |
|
Units Held | |
|
Achieved (1) | |
|
|
| |
|
| |
|
| |
Howard Balloch
|
|
|
0 |
|
|
|
4,000 |
|
|
|
34 |
|
Pierre Choquette
|
|
|
0 |
|
|
|
385,223 |
|
|
|
1,805 |
|
Robert Findlay
|
|
|
54,611 |
|
|
|
74,266 |
|
|
|
1,094 |
|
Brian Gregson
|
|
|
43,500 |
|
|
|
58,514 |
|
|
|
866 |
|
R.J. (Jack) Lawrence
|
|
|
150,000 |
|
|
|
83,769 |
|
|
|
1,984 |
|
David Morton
|
|
|
2,000 |
|
|
|
80,972 |
|
|
|
704 |
|
A. Terence Poole
|
|
|
30,000 |
|
|
|
10,119 |
|
|
|
340 |
|
John Reid
|
|
|
8,000 |
|
|
|
14,668 |
|
|
|
192 |
|
Monica Sloan
|
|
|
1,000 |
|
|
|
12,159 |
|
|
|
112 |
|
Graham Sweeney
|
|
|
2,000 |
|
|
|
52,628 |
|
|
|
464 |
|
Anne Wexler
|
|
|
1,000 |
|
|
|
26,365 |
|
|
|
232 |
|
|
|
(1) |
Based on the average closing share price of $21.15 for the
90-day period ending March 4, 2005, the percentage
demonstrates the extent to which the guideline has been achieved. |
18
EXECUTIVE COMPENSATION
Summary Compensation
The following table sets forth a summary of compensation earned
during the last three fiscal years by the Companys Chief
Executive Officer, Chief Financial Officer and its three other
executive officers who had the highest aggregate salary and
bonus during 2004 (all such officers are herein collectively
referred to as the Named Executive Officers).
All amounts shown in this table and elsewhere in this
Information Circular are in Canadian dollars unless otherwise
noted.
Summary Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Compensation | |
|
|
|
|
Annual Compensation | |
|
Awards | |
|
|
|
|
| |
|
| |
|
|
|
|
|
|
Securities | |
|
|
|
|
|
|
|
|
Under | |
|
Restricted Share | |
|
|
|
|
|
|
Other Annual | |
|
Options | |
|
Units(4) | |
|
All Other | |
|
|
|
|
Base Salary | |
|
Bonus | |
|
Compensation | |
|
Granted | |
|
| |
|
Compensation | |
|
|
Name and Principal Position |
|
Year | |
|
($) | |
|
($)(1) | |
|
($)(2) | |
|
(#)(3) | |
|
(#) | |
|
($) | |
|
($)(5) | |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
P.
Choquette(6) |
|
|
2004 |
|
|
|
452,381 |
|
|
|
650,000 |
|
|
|
|
|
|
|
|
|
|
|
148,000 |
|
|
|
2,279,200 |
|
|
|
8,931 |
|
|
|
Chairman and CEO |
|
|
2003 |
|
|
|
1,000,000 |
|
|
|
1,020,000 |
|
|
|
64,062 |
|
|
|
|
|
|
|
220,000 |
|
|
|
2,893,000 |
|
|
|
16,942 |
|
|
|
Retired as CEO on May 14, 2004 |
|
|
2002 |
|
|
|
959,000 |
|
|
|
775,000 |
|
|
|
58,580 |
|
|
|
620,000 |
|
|
|
|
|
|
|
|
|
|
|
3,552 |
|
|
|
B.
Aitken(7) |
|
|
2004 |
|
|
|
708,730 |
|
|
|
930,000 |
|
|
|
263,104 |
|
|
|
|
|
|
|
66,000 |
|
|
|
1,016,400 |
|
|
|
174,079 |
|
|
|
President and CEO |
|
|
2003 |
|
|
|
728,220 |
|
|
|
527,000 |
|
|
|
78,650 |
|
|
|
|
|
|
|
26,000 |
|
|
|
341,900 |
|
|
|
80,246 |
|
|
|
Appointed CEO on May 13, 2004 |
|
|
2002 |
|
|
|
371,023 |
|
|
|
176,285 |
|
|
|
61,399 |
|
|
|
73,000 |
|
|
|
|
|
|
|
|
|
|
|
53,256 |
|
|
|
I. Cameron |
|
|
2004 |
|
|
|
312,250 |
|
|
|
243,000 |
|
|
|
|
|
|
|
|
|
|
|
22,000 |
|
|
|
338,800 |
|
|
|
70,199 |
|
|
|
Senior VP, Finance & CFO |
|
|
2003 |
|
|
|
280,250 |
|
|
|
239,000 |
|
|
|
|
|
|
|
|
|
|
|
26,000 |
|
|
|
341,900 |
|
|
|
61,531 |
|
|
|
|
|
|
2002 |
|
|
|
193,800 |
|
|
|
65,700 |
|
|
|
|
|
|
|
18,000 |
|
|
|
|
|
|
|
|
|
|
|
30,320 |
|
|
|
R.
Krause(8) |
|
|
2004 |
|
|
|
450,184 |
|
|
|
404,450 |
|
|
|
|
|
|
|
|
|
|
|
22,000 |
|
|
|
338,800 |
|
|
|
79,467 |
|
|
|
Senior VP, Latin America & |
|
|
2003 |
|
|
|
484,766 |
|
|
|
447,649 |
|
|
|
|
|
|
|
|
|
|
|
26,000 |
|
|
|
341,900 |
|
|
|
94,399 |
|
|
|
Global Manufacturing |
|
|
2002 |
|
|
|
526,122 |
|
|
|
262,634 |
|
|
|
|
|
|
|
73,000 |
|
|
|
|
|
|
|
|
|
|
|
96,588 |
|
|
|
J. Gordon |
|
|
2004 |
|
|
|
395,500 |
|
|
|
316,000 |
|
|
|
92,005 |
|
|
|
|
|
|
|
22,000 |
|
|
|
338,800 |
|
|
|
89,467 |
|
|
|
Senior VP, Corporate Resources |
|
|
2003 |
|
|
|
382,000 |
|
|
|
324,000 |
|
|
|
70,311 |
|
|
|
|
|
|
|
26,000 |
|
|
|
341,900 |
|
|
|
85,651 |
|
|
|
|
|
|
2002 |
|
|
|
368,250 |
|
|
|
200,000 |
|
|
|
65,907 |
|
|
|
73,000 |
|
|
|
|
|
|
|
|
|
|
|
76,962 |
|
|
|
G. Duffy |
|
|
2004 |
|
|
|
375,000 |
|
|
|
301,000 |
|
|
|
94,253 |
|
|
|
|
|
|
|
22,000 |
|
|
|
338,800 |
|
|
|
84,394 |
|
|
|
Senior VP, Global Marketing & |
|
|
2003 |
|
|
|
360,000 |
|
|
|
313,000 |
|
|
|
80,681 |
|
|
|
|
|
|
|
26,000 |
|
|
|
341,900 |
|
|
|
59,537 |
|
|
|
Logistics |
|
|
2002 |
|
|
|
339,750 |
|
|
|
192,000 |
|
|
|
75,677 |
|
|
|
73,000 |
|
|
|
|
|
|
|
|
|
|
|
51,080 |
|
|
|
|
|
(1) |
These annual incentive payments are reported in the year in
which they were earned, not in the year in which they were
actually paid. They are paid in cash and/or DSUs in the year
following the year in which they are earned. For more
information concerning these annual incentives, refer to
Short-Term Incentive Plan on page 23.
Mr. Aitken elected to receive 50% of his 2003 and 2004
Short-Term Incentive Plan award payments in cash
(2004 $465,000; 2003 $263,500) and 50% in
DSUs (2004 23,285; 2003 20,506).
Mr. Duffy has elected to receive 100% of his 2004
Short-Term Incentive Plan award payment in the form of
15,073 DSUs. DSUs are held until retirement. |
|
(2) |
The amounts shown represent: |
|
|
|
|
|
For Mr. Choquette: housing allowance (2003
$24,000; 2002 $24,000), tax payments in respect of
certain perquisites and other personal benefits made on his
behalf (2002 $19,589), auto allowance, club
membership and other miscellaneous items. |
|
|
|
For Mr. Aitken: auto allowance (2003 $41,515;
2002 $36,080), tax payments in respect of certain
perquisites and other personal benefits made on his behalf
(2004 $88,224; 2003 $37,134;
2002 $20,635), relocation payment (2004
$68,461), club membership and other miscellaneous items. |
|
|
|
For Mr. Gordon: housing allowance (2004
$34,951; 2003 $37,084; 2002 $41,678),
club membership, tax payments in respect of certain perquisites
and other personal benefits made on his behalf, auto allowance
and other miscellaneous items. |
|
|
|
For Mr. Duffy: housing allowance (2004 $50,787;
2003 $56,982; 2002 $51,288), tax
payments in respect of certain perquisites and other personal
benefits made on his behalf, auto allowance, club membership and
other miscellaneous items. |
Where there is no entry for Other Annual Compensation in the
table, the total value of such compensation is less than the
lesser of $50,000 and 10% of total annual salary and bonus for
the Named Executive Officer.
Where no amount is stated in this footnote in respect of a
particular benefit, the amount does not exceed 25% of the total
Other Annual Compensation amount disclosed in the table.
|
|
(3) |
Consists of options for Common Shares of the Company granted. |
|
(4) |
In 2003, the Company adopted a Restricted Share Unit Plan (the
RSU Plan). The RSU Plan is more fully described on
page 24. In 2003, a total of 534,000 RSUs were awarded by
the Company, vesting on December 1, 2005. In 2004, a total
of 649,700 RSUs were awarded to |
19
|
|
|
employees by the Company, vesting
on December 1, 2006. The dollar value of the RSUs shown in
the table is obtained by multiplying the number of RSUs awarded
by the closing market price of the Common Shares on the TSX on
March 14, 2003 ($13.15) or March 5, 2004 ($15.60), the
dates the RSUs were awarded.
|
The number and value of the aggregate holdings of unvested RSUs
and DSUs of each of the Named Executive Officers at the end of
2004, the most recently completed financial year (calculated by
multiplying the number of unvested RSUs and DSUs then held by
the Named Executive Officer by $21.91, the closing market price
of the Common Shares on the TSX on December 31, 2004) was:
P. Choquette: 380,223 $8,330,677; B. Aitken:
115,318 $2,526,627; I. Cameron: 49,536
$1,085,325; R. Krause: 49,536 $1,085,325; J. Gordon:
49,536 $1,085,325; G. Duffy: 49,536
$1,085,325.
|
|
(5) |
The amounts include premiums paid on life insurance and health
care, contributions to the Companys Employee Share
Purchase Plan and pension contributions to both the regular
Company Defined Contribution pension plan and contributions to
the Canadian Supplemental Retirement Plan. |
|
(6) |
Directors compensation in the amount of $80,000 paid to
Mr. Choquette subsequent to his retirement as Chief
Executive Officer in May 2004 is not included in this Summary
Compensation Table. |
|
(7) |
Mr. Aitken was employed in New Zealand for the years 2002
and 2003 and during those years received his compensation in New
Zealand dollars with the exception of his 2003 Short-Term
Incentive award. His salary and other compensation shown in this
table have been converted to Canadian dollars using average
foreign exchange rates for the relevant fiscal year except for
his 2002 incentive payment made in 2003 which used a foreign
exchange rate in effect on the date payment was approved by the
Board in 2003. Mr. Aitken was appointed President and Chief
Operating Officer of the Company in September 2003, and
President and Chief Executive Officer in May 2004. |
|
(8) |
Mr. Krause receives his compensation in Chilean pesos. His
salary and other compensation shown in this table have been
converted to Canadian dollars using average foreign exchange
rates for the relevant fiscal year except for his annual
incentive payment which uses the average foreign exchange rate
in effect on the date payment was approved by the Board. |
Stock Options
The following table sets forth information concerning the value
realized upon the exercise of options during 2004 and the value
of unexercised options held by the Named Executive Officers as
at December 31, 2004. No stock options were granted to any
of the Named Executive Officers in 2003 or 2004.
Aggregated Option Exercises During the Most Recently
Completed Financial Year
and Financial Year-End Option Values
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of Unexercised | |
|
|
Securities | |
|
|
|
Unexercised Options | |
|
in-the-Money Options | |
|
|
Acquired | |
|
Aggregate | |
|
at December 31, 2004 (#) | |
|
at December 31, 2004 (Cdn $)(2) | |
|
|
on Exercise | |
|
Value Realized | |
|
| |
|
| |
Name |
|
(#) | |
|
(Cdn $)(1) | |
|
Exercisable | |
|
Unexercisable | |
|
Exercisable | |
|
Unexercisable | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
P.
Choquette(3)
|
|
|
2,364,000 |
|
|
|
18,599,161 |
|
|
|
Nil |
|
|
|
Nil |
|
|
|
Nil |
|
|
|
Nil |
|
B. Aitken
|
|
|
137,000 |
|
|
|
1,186,704 |
|
|
|
Nil |
|
|
|
18,250 |
|
|
|
Nil |
|
|
|
258,420 |
|
I. Cameron
|
|
|
78,100 |
|
|
|
739,205 |
|
|
|
37,400 |
|
|
|
4,500 |
|
|
|
504,984 |
|
|
|
63,720 |
|
R. Krause
|
|
|
83,700 |
|
|
|
915,737 |
|
|
|
Nil |
|
|
|
18,250 |
|
|
|
Nil |
|
|
|
258,420 |
|
J. Gordon
|
|
|
307,750 |
|
|
|
2,402,840 |
|
|
|
87,500 |
|
|
|
18,250 |
|
|
|
1,073,955 |
|
|
|
258,420 |
|
G. Duffy
|
|
|
64,750 |
|
|
|
629,513 |
|
|
|
3,500 |
|
|
|
18,250 |
|
|
|
61,040 |
|
|
|
258,420 |
|
|
|
(1) |
For the purposes of this column, if the exercise price of any
option is denominated in US dollars, such exercise price has
been converted to Canadian dollars using the Bank of Canada noon
rate of exchange on the date of the exercise. |
|
(2) |
The closing price of the Common Shares on the TSX on
December 31, 2004 was Cdn $21.91. For the purposes of this
column, if the exercise price of any option is denominated in US
dollars, such exercise price has been converted to Canadian
dollars using the Bank of Canada closing rate of exchange on
December 31, 2004. |
|
(3) |
Mr. Choquette holds RSUs and DSUs with a value of
$8,779,232 calculated by multiplying the number of RSUs and DSUs
by $21.79, the closing market price of the Common Shares on the
TSX on March 4, 2005. |
Retirement Plans
The Company has established a defined benefit contribution
retirement plan and a defined contribution retirement plan. Both
plans are non-contributory with normal retirement occurring at
age 65. Mr. Choquette participates in the defined benefit
plan. The other Named Executive Officers other than Mr. Krause,
participate in the defined contribution plan.
The defined benefit plan provides a retirement income based on
years of service and the participants best three year
average earnings. Benefits at retirement are paid for life, with
a 60% spousal benefit payable after the death of the former
employee.
20
The defined contribution plan provides an annual company
contribution equal to 7% of annual base salary. Contributions
are made to a retirement account and invested according to a
selection of investment vehicles. Ten investment vehicles are
made available. At retirement, funds in the account may be used
to purchase an annuity, transferred to a life income fund or
transferred to a locked-in registered retirement savings plan.
Canadian income tax legislation places limits on the amount of
retirement benefit which may be paid from the regular retirement
plan. Named Executive Officers resident in Canada participate in
a supplemental retirement plan which provides benefits in excess
of what is provided under the regular plan. Benefits are
provided without regard to Canadian income tax limits on the
maximum benefit payable and are paid net of any benefit payable
under the regular plan. Supplemental plan benefits are provided
with earnings defined as base salary plus the target Short-Term
Incentive award. The defined contribution plan benefits provide
Named Executive Officers with an annual contribution equal to
11% of earnings less any contributions made to the regular plan.
The supplemental plan is funded with a combination of assets and
a letter of credit.
Mr. Choquette retired in May 2004 with 32 credited years of
service covered under the defined benefit plan, including
recognition of service with NOVA Chemicals Corporation, required
to be included under Mr. Choquettes employment
agreement. Benefits paid or payable from the NOVA retirement
plans are offset from the total benefit from the Companys
plans. Mr. Choquette receives from the Company a pension in
the amount of $751,369 per year, comprised of $17,645 from the
defined benefit plan and $733,724 from the supplemental plan.
All other Named Executive Officers except Mr. Krause
participate in the defined contribution plan. As a non-resident
of Canada, Mr. Krause is not eligible to participate in
either of the Canadian retirement plans but participates in a
retirement plan of a Chilean subsidiary of the Company.
The following chart shows the Named Executive Officers
participating in the defined contribution plan and the change in
value of their notional Supplemental Retirement Plan benefits:
|
|
|
|
|
|
|
|
|
|
|
Bruce Aitken |
|
Ian Cameron |
|
Gerry Duffy |
|
John Gordon |
|
|
|
|
|
|
|
|
|
2004 Salary
rate(1)
|
|
$708,730 |
|
$312,250 |
|
$375,000 |
|
$395,500 |
2004 Short-Term Incentive Target
|
|
531,548 |
|
234,188 |
|
281,250 |
|
296,625 |
Pension value as at December 31, 2003
|
|
0 |
|
136,337 |
|
78,187 |
|
273,793 |
Current service
cost(2)
|
|
119,453 |
|
35,021 |
|
45,375 |
|
48,757 |
Interest
cost(3)
|
|
5,484 |
|
14,862 |
|
9,674 |
|
28,959 |
Pension value as at December 31, 2004
|
|
124,937 |
|
186,220 |
|
133,236 |
|
351,509 |
|
|
(1) |
Salary rate reflects the actual base salary paid during the year, |
|
(2) |
Amount calculated as required to be contributed into the
Canadian Supplemental Retirement Plan [(Base salary + Short-Term
Incentive at target) X 11% of base salary (the lower of
7% of base salary or the income tax limit on pension
contributions)] |
|
(3) |
Interest on the 2003 Pension Value + Current Service cost.
Interest is based on the balanced fund option of the basic
(DC) Plan |
Termination of Employment and Employment Contracts
The Company has entered into employment agreements with the
Named Executive Officers that provide for certain rights in the
event of involuntary termination of employment or a change in
control.
Mr. Aitken has an employment agreement which provides for
three months notice and a termination payment, if his employment
is terminated without cause, of an amount equal to (a) 2.5
times his annual salary; (b) 2.5 times his target
Short-Term Incentive Plan payment; and (c) compensation for
pension and various other company benefits he would have
received over a 30-month period. In the event of termination or
material change in employment status within 24 months
following a change of control of the Company, he is entitled to
an amount equal to (a) 2.5 times his annual salary;
(b) 2.5 times the average of his last three years
Short-Term Incentive Plan payments; and (c) compensation
for pension and other company benefits he would have received
over a 30-month period, plus all legal and professional fees and
expenses.
Messrs. Cameron, Krause, Gordon and Duffy each have an
employment agreement which provides for three months notice and
a termination payment, if their employment is terminated without
cause, of an amount equal to (a) 1.5 times their annual
salary; (b) 1.5 times their target Short-Term Incentive
Plan payment; and (c) compensation for pension and various
other company benefits they would have received over an 18-month
period. In the event of
21
termination or material change in employment status within
24 months following a change of control of the Company,
each is entitled to an amount equal to (a) 2.0 times their
annual salary; (b) 2.0 times the average of their last
three years Short-Term Incentive Plan payments; and
(c) compensation for pension and other company benefits
they would have received over a 24-month period, plus all legal
and professional fees and expenses.
Composition of the Compensation Committee
The Human Resources Committee of the Board of Directors is
charged with responsibility for compensation matters in respect
of executive officers. The Committee consists of five
members Messrs. Findlay, Lawrence and Morton,
Ms. Sloan and Ms. Wexler. None of the members of the
Committee is, or was during the most recently completed
financial year, an officer or employee of the Company or any of
its subsidiaries, was formerly an officer of the Company or any
of its subsidiaries, has any indebtedness to the Company or any
of its subsidiaries, or has any material interest, or any
associates or affiliates which have a material interest, direct
or indirect, in any actual or proposed transaction since the
commencement of the Companys most recently completed
financial year which has materially affected or would materially
affect the Company or any of its subsidiaries.
REPORT ON EXECUTIVE COMPENSATION
Human Resources Committee Report on Executive Compensation
As part of its mandate, the Human Resources Committee of the
Board reviews and recommends to the Board for approval the
remuneration of the Companys executive officers, including
the Named Executive Officers identified in the Summary
Compensation Table. The Committee obtains independent advice
from consultants with respect to compensation of executive
officers. The Committee reviews periodically the levels of
compensation for executive officers. The last such competitive
assessment was conducted in March 2004 and the results were
reviewed by the Committee in November 2004. Based on the results
of this assessment, total cash compensation for executive
officers was deemed to be competitive. The Committee also
obtains the advice and recommendations of the Chief Executive
Officer with respect to compensation matters pertaining to the
Companys other executive officers.
Executive Compensation Policy
1. Guiding Principles and Objectives
The Companys executive compensation policy is designed to
provide competitive compensation to enable the Company to
attract and retain high-quality and high-performance executives
who will significantly contribute to the Company meeting its
strategic business objectives. The Company also believes in the
importance of encouraging executives to own Company shares to
more fully align management with the interests of shareholders
and focus managements activities on developing and
implementing strategies that create and deliver value for
shareholders.
2. Share Ownership Guidelines
Since 1998, the Company has had share ownership guidelines in
place for directors and executive officers to promote meaningful
share ownership. The guidelines encourage each executive officer
to own shares having a value equal to at least, in the case of
the Companys Chief Executive Officer, 5.0 times his
annual base salary and, in the case of each of the other
executive officers, 3.0 times annual base salary. RSUs and
DSUs held by an executive officer are considered when
determining whether the executive is meeting their share
ownership guidelines. Mr. Aitken, the Companys
President and Chief Executive Officer, held 48,876 Common
Shares, 228,512 DSUs and 27,091 RSUs as of
March 4, 2005 and has achieved 149% of the share
ownership guideline for the President and Chief Executive
Officer position, a position he has held since May 2004. All
other executive officers have exceeded the share ownership
guidelines for their position. The target guidelines are
intended to be met within three to five years from the date that
each individual became an executive officer. All other
management personnel of the Company are also subject to share
ownership guidelines that are related to the level of their
position. The chart which follows details the share ownership
position of the Named Executive Officers who were employed at
year-end. Mr. Choquettes holdings and percentage can
be found on page 18 in the Section entitled Directors
Share Ownership Guidelines.
22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At March 4, 2005 | |
|
|
| |
|
|
Common Shares | |
|
|
|
|
Beneficially | |
|
Deferred or | |
|
Stock Ownership | |
|
|
Owned or Over | |
|
Restricted | |
|
Guidelines | |
|
|
Which Control or | |
|
Share Units | |
|
Achieved(1) | |
Name |
|
Direction is Exercised | |
|
Held | |
|
% | |
|
|
| |
|
| |
|
| |
B. Aitken
|
|
|
48,876 |
|
|
|
255,603 |
|
|
|
149 |
|
I. Cameron
|
|
|
11,372 |
|
|
|
70,535 |
|
|
|
160 |
|
R. Krause
|
|
|
140,753 |
|
|
|
70,535 |
|
|
|
261 |
|
J. Gordon
|
|
|
42,670 |
|
|
|
70,535 |
|
|
|
192 |
|
G. Duffy
|
|
|
36,276 |
|
|
|
85,608 |
|
|
|
210 |
|
|
|
(1) |
Based on the average closing share price of $21.15 for the
90-day period ending March 4, 2005, the percentage
demonstrates the extent to which the guideline has been
achieved. The percentage is also based on their 2005 base salary. |
The Company has instituted other practices within its
compensation policy directed at aligning the activities of
executive officers with the interests of shareholders. For more
information on these practices, refer to
Section 6(b) Restricted Share Unit Plan on
page 24 and Section 8 Deferred Share Unit
Plan beginning on page 25.
Total compensation for executive officers comprises base salary,
short term incentives, long-term incentives and indirect
compensation. Total compensation is established to be
competitive in proximity to the 50th percentile of the aggregate
compensation for organizations in a reference group of companies
selected on the basis of size and industry and that represent
the market within which the Company competes for leadership
talent. Specifically, the reference group of companies is
comprised of large North American-based chemical, industrial and
commodity companies having, where possible, significant
international operations.
Base salaries for executive officers are targeted to be
competitive in proximity to the 50th percentile of a reference
group of North American-based chemical companies, taking into
account the growth, size, global complexity and autonomous
characteristics of the Company. The Company receives
compensation comparison information from external consultants.
|
|
5. |
Short-Term Incentive Plan |
The Companys Short-Term Incentive Plan is designed to
recognize the contributions made by executive officers to the
business results of the Company. This plan provides for the
potential of an annual cash award based on corporate performance
using quantifiable financial and operational objectives
established in advance by the Board and personal performance
using specific and pre-established objectives. A target award
equaling 75% of annual base salary in respect of the Chief
Executive Officer and 50% of annual base salary for all other
executive officers is dependent upon both individual and
corporate performance. This plan provides for an award in excess
of the target award if corporate and/or individual performance
results exceed the target performance set for the year.
The Short-Term Incentive Plan award requires that personal
performance and corporate performance be quantified and weighted
for calculation purposes. The corporate performance component
represents 60% of the potential overall award and is based on
shareholder returns and strategic corporate targets. The
personal performance component represents 40% of the potential
overall award and is based on leadership and business
initiatives identified for each executive officers area of
responsibility. A complete review of the Short-Term Incentive
Plan as a component of the Chief Executive Officers
compensation is found on page 25.
Each executive officer may elect annually to receive 100%, 50%
or 0% of his Short-Term Incentive Plan award as DSUs.
Mr. Aitken elected to receive 50% of his 2004 Short-Term
Incentive Plan award, which is paid in 2005, in the form of
DSUs. DSUs are more fully described on page 25.
23
6. Long-Term Incentive Plan
The Long-Term Incentive Plan is designed to align the interests
of executive officers with those of shareholders, to focus
efforts on improving shareholder value and the Companys
long-term financial strength and to provide an incentive to
continue employment with the Company by providing executive
officers with the opportunity to acquire an increased financial
interest in the Company. The Long-Term Incentive Plan was
significantly modified in 2003 with the introduction of the RSU
Plan, described below, which serves to reduce stock option
grants with a non-dilutive award of RSUs. The plan was further
modified in 2005 to provide 25% of the value in stock options
and 75% in RSUs. The Long-Term Incentive Plan has the following
two components:
(a) Incentive Stock Option Plan
Under the Incentive Stock Option Plan, executive officers are
eligible for grants of Company stock options. Options are
granted by the Board on the recommendation of the Committee. The
number of options granted to each executive officer in any year
is related to responsibility level and may be adjusted for
individual performance and longer-term potential for upward
mobility. Commencing in 2002, the exercise price is set equal to
the closing price of the Common Shares on the TSX on the day
before the date of the grant and converted to US dollars using
the Bank of Canada Daily Noon Rate on the day that the closing
price is established. If unexercised, each option expires no
later than ten years from the day that the option was granted.
All options granted prior to 2005 expire, in the ordinary
course, ten years after their date of grant. Stock options
granted in 2005 will expire seven years after their date of
grant. For a more complete description of the Incentive Stock
Option Plan, please refer to page 28.
In 2004 all executive officers, including Mr. Aitken
received 100% of the value of their Long-Term Incentive award in
RSUs. In 2005 all executive officers including Mr. Aitken,
received 25% the value of their 2005 Long-Term Incentive award
in stock options and 75% in RSUs. In 2005, Mr. Aitken received
150,000 stock options and all other executive officers will
receive 30,000 stock options.
(b) Restricted Share Unit Plan
RSUs are notional shares credited by bookkeeping entry to an
RSU Account. Additional RSUs corresponding to
dividends declared on the Common Shares are also credited to the
RSU Account. Prior to 2005, executive officers were entitled to
elect to receive 50% or 100% of the value of their annual
Long-Term Incentive award in the form of RSUs and, if resident
in Canada, they could make a further election to take DSUs in
place of their RSU award. All executive officers elected to
receive 100% of the value of their 2004 Long-Term Incentive
awards in RSUs. Mr. Aitken further elected to receive his
2004 RSUs as DSUs.
In 2005, executives were granted 75% of their Long-Term
Incentive value as RSUs. Mr. Aitken was awarded
117,000 RSUs and the Companys other executive
officers were awarded 21,000 RSUs. All executive officers
resident in Canada, including Mr. Aitken, further elected
to take DSUs in place of their 2005 RSU awards. RSUs granted in
any year will normally vest on December 1st, in the 24th month
following the end of the year in which the award was made. For
example, RSUs awarded in 2005 will vest on December 1st, 2007.
The RSU Plan has been extended to other management positions. In
general, following the vesting of the RSUs, an employee obtains
an amount of cash equal to one-half of the value of their vested
RSUs (less withholding taxes) and a number of Common Shares
equal to one-half the number of vested RSUs. RSUs held by an
employee are considered when determining whether the individual
is meeting share ownership guidelines. RSUs do not entitle
participants to any voting or other shareholder rights.
Normally, RSUs vest upon the retirement of the executive
officer. However, in the case of Mr. Choquette, who retired
in May 2004, it was agreed by the Board that RSUs granted to him
would vest in their normal course.
7. Indirect Compensation Benefits and
Perquisites
Indirect compensation of executive officers includes
participation in the retirement plans described above as well as
benefits such as extended health and dental care, life insurance
and disability benefits, and access to a group retirement
savings plan. Executive officers may also participate in the
Companys Employee Share Purchase Plan which allows them to
regularly contribute up to 15% of base salary into an account in
order to purchase Common Shares. The Company contributes into
the account an amount of cash equal to one-half of the executive
officers cash contribution to a maximum of 5% of base
salary. The combined funds in the account are, on a semi-monthly
basis, used to purchase Common Shares on the open market.
24
8. Deferred Share Unit Plan
Under the DSU Plan, each executive officer may elect annually to
receive 100%, 50% or 0% of his Short-Term Incentive Plan award
as DSUs. The actual number of DSUs granted to an executive
officer with respect to an executive officers Short-Term
Incentive Plan award is calculated in March of the following
calendar year by dividing the dollar amount elected to the DSU
Plan by the average daily closing price of the Common Shares on
the TSX for the preceding 90 days of the prior calendar
year. Under the Long-Term Incentive Plan, executive officers who
are awarded RSUs may elect to receive an equivalent number of
DSUs in place of their RSU award. A DSU account is credited with
notional grants of DSUs received by each DSU Plan member.
Additional DSUs are credited to DSU Plan members corresponding
to dividends declared on the Common Shares. DSUs do not entitle
a DSU Plan member to any voting or other shareholder rights.
DSUs count towards the achievement of Share Ownership Guidelines.
The DSUs are redeemable only when the DSU Plan members
term as a director or employment with the Company ceases or upon
death (Termination Time) and a lump sum cash
payment, net of any withholdings, is made after the DSU Plan
member specifies the redemption date. The lump sum amount is
calculated by multiplying the number of DSUs held in the account
by the closing price of the Common Shares on the TSX on the
redemption date. The redemption date may fall on a date within a
period beginning one year before the Termination Time and ending
on December 26 of the first calendar year commencing after
the Termination Time.
9. Executives Outside Canada
Total compensation policy as it relates to Named Executive
Officers employed outside Canada is established with reference
to the local market in each country. Reference groups of
comparator companies are established with policy benchmarks for
salaries and benefits at each level of management. Executive
officers employed in countries other than Canada are eligible to
participate in the Companys Short-Term Incentive Plan and
Long-Term Incentive Plan.
10. Chief Executive Officer Compensation
The Chief Executive Officers total compensation is
targeted to be competitive in proximity to the 50th percentile
of a reference group of North American-based chemical companies,
taking into account the growth, size, global complexity and
autonomous characteristics of the Company. The Company receives
compensation comparison information from external consultants.
The three components of the Chief Executive Officers total
compensation are:
|
|
|
|
|
Base Salary, |
|
|
|
Short-Term Incentives, and |
|
|
|
Long-Term Incentives. |
Base Salary
The Chief Executive Officers base salary is established
within a salary range, the midpoint of which is targeted to be
at the 50th percentile of the external market. Initial placement
into the range is based on qualifications and experience. The
salary will be adjusted based on annual assessments of
performance against the demands of the position. Over time, base
salary can approach and may exceed the midpoint of the salary
range. In Mr. Aitkens case, initial placement into
the range reflected a promotion from a subordinate position and,
as he gains in experience and demonstrates continued
achievement, his salary would be expected to reflect a
commensurate increase.
Short-Term Incentive Plan
The Short-Term Incentive Plan award requires that the personal
performance and corporate performance be quantified for
calculation purposes and weighted 60% for corporate performance
and 40% for Chief Executive Officers personal performance.
A target award equaling 75% of annual base salary exists for the
Chief Executive Officer.
Mr. Choquette was the Chief Executive Officer until
May 14, 2004 at which time Mr. Aitken became President
and Chief Executive Officer. The Board determined that the
corporate performance component in respect of both of them in
2004 be based on two elements: the Companys return on
capital employed (ROCE) and total fixed cash costs
budgeted for the year. The Company uses ROCE as a measure of the
quality of the returns to shareholders and in 2004 established
12% ROCE as the target payout. The Companys actual ROCE in
2004 was 19%. The Companys management establishes an
annual budget for total fixed cash costs. Minimizing cash costs
is important for the Companys business and being low cost
is a key element of the Companys core strategy. In 2004,
this target was achieved.
25
The personal performance component is based on a number of
measures including the successful execution of strategic
initiatives, organizational leadership and achievement of other
corporate objectives. For Mr. Choquette, the Board
determined that this component should be based on a successful
leadership transition, improved corporate governance practices
and delivering superior shareholder returns and certain other
measures.
For Mr. Aitken, the highest priority items in the personal
performance component in 2004 were his involvement in
successfully starting-up the Atlas facility in Trinidad,
executing the Chile IV project on budget and on time and
participating in a successful leadership transition. Other
priority items consisted of achieving all Responsible Care
objectives, addressing long term supply to the Asia Pacific
market and certain other criteria.
Following the end of 2004, the Board reviewed
Mr. Choquettes and Mr. Aitkens performance
against each of these measures. The Board awarded
Mr. Choquette a short-term incentive award valued at 140%
of the target payout. Consequently, he was awarded a short-term
incentive payment of $350,000 based on his being Chief Executive
Officer for the first five months of 2004. In respect of
Mr. Aitken, it was determined by the Board that the
objectives of both the corporate and personal performance
components were exceeded and the Board awarded Mr. Aitken a
short-term incentive award valued at 155% of the target
payout. Consequently, he was awarded a short-term incentive
payment of $930,000.
For 2005, the Board has determined that the corporate
performance component in respect of the Chief Executive Officer
be based on a ROCE which has been modified to eliminate the
distortion of accounting depreciation on new and depreciated
assets as well as on a fixed cash cost budget which is less than
the budget set for 2004. The Board has also determined that the
highest priority personal performance components comprise
successful start-up of the Chile IV project, successful
integration of the Atlas and Titan plants in Trinidad and
progressing a potential new methanol production project against
established timelines. Other priority items consist of achieving
Responsible Care objectives, improved metrics in the 2005
Employee Engagement Survey and certain other criteria.
Long-Term Incentive Plan
The long-term incentives to which the Chief Executive Officer is
entitled are described in Section 6 Long-Term
Incentive Plan on page 24.
|
|
|
Submitted by the Human Resources Committee:
R. Findlay (Chair)
R. J. Lawrence
D. Morton
M. Sloan
A. Wexler |
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
No director or officer of the Company, no proposed nominee for
election as a director of the Company, and no associate of any
such director, officer or proposed nominee, at any time during
the most recently completed financial year has been indebted to
the Company or any of its subsidiaries or had indebtedness to
another entity which is, or has been, the subject of a
guarantee, support agreement, letter of credit or similar
arrangement or understanding provided by the Company or any of
its subsidiaries, other than, in each case, routine
indebtedness (as defined in the Canada Business
Corporations Act and under applicable securities laws) or
which was entirely repaid before the date hereof.
DIRECTORS AND OFFICERS LIABILITY INSURANCE
The Company carries insurance that includes coverage for the
benefit of the directors and officers of the Company and its
subsidiaries arising from any claim or claims made against them,
jointly or severally, during the policy period, by reason of any
wrongful act, as defined in the policy, in their respective
capacities as directors or officers. The policy also insures the
Company and its subsidiaries in respect of any amount the
Company or any of its subsidiaries is permitted or required to
pay to any of its directors or officers as reimbursement for
claims made against them in their capacity as a director or
officer.
The insurance provides US $125,000,000 coverage, inclusive of
costs, charges and expenses, subject in the case of loss by the
Company or its subsidiaries to a deductible of US $250,000 (US
$1,000,000 for securities claims). There is no deductible in the
case of loss by a director or officer. However, the limits of
coverage available in respect of any single claim may be less
than US $125,000,000, as the insurance is subject to an annual
aggregate limit of US $125,000,000.
The cost of this insurance for the current policy year is
US $1,415,089.
26
PART V OTHER INFORMATION
TOTAL SHAREHOLDER RETURN COMPARISON
The following graph compares the total cumulative shareholder
return for $100 invested in Common Shares of the Company on
December 31, 1999 with the cumulative total return of the
S&P/TSX Composite Index (formerly the TSX 300 Composite
Index), for the five most recently completed financial years.
Cumulative Value of $100 Investment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dec. 31, 1999 | |
|
Dec. 31, 2000 | |
|
Dec. 31, 2001 | |
|
Dec. 31, 2002 | |
|
Dec. 31, 2003 | |
|
Dec. 31, 2004 | |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Methanex
|
|
$ |
100 |
|
|
$ |
244 |
|
|
$ |
223 |
|
|
$ |
341 |
|
|
$ |
391 |
|
|
$ |
601 |
|
|
|
|
|
S&P/TSX Composite Index
|
|
$ |
100 |
|
|
$ |
106 |
|
|
$ |
91 |
|
|
$ |
79 |
|
|
$ |
98 |
|
|
$ |
110 |
|
|
|
|
|
Dividends declared on Common Shares of the Company are assumed
to be reinvested at the closing share price on the dividend
payment date.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION
PLANS
Equity Compensation Plan Information
The following table provides information as at December 31,
2004 with respect to compensation plans under which equity
securities of the Company are authorized for issuance.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of securities | |
|
|
remaining available for | |
|
|
Number of securities to | |
|
Weighted average | |
|
future issuance under | |
|
|
be issued upon exercise | |
|
exercise price of | |
|
equity compensation plans | |
|
|
of outstanding options, | |
|
outstanding options, | |
|
(excluding securities | |
|
|
warrants and rights | |
|
warrants and rights | |
|
reflected in column (a)) | |
Plan Category |
|
(a) | |
|
(b) | |
|
(c) | |
|
|
| |
|
| |
|
| |
Equity compensation plans approved by securityholders
|
|
|
2,385,675 |
|
|
Cdn.$ |
9.82 |
|
|
|
996,575 |
|
Equity compensation plans not approved by securityholders
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
2,385,675 |
|
|
Cdn.$ |
9.82 |
|
|
|
996,575 |
|
There is no compensation plan under which equity securities of
the Company are authorized for issuance that was adopted without
approval of securityholders.
27
Incentive Stock Option Plan
The Company has an Incentive Stock Option Plan (herein referred
to as the Incentive Stock Option Plan or the
Plan) pursuant to which the Board of Directors may
from time to time in its discretion grant to officers, directors
and other employees of the Company and its subsidiaries (who in
the case of employees, must be full-time employees of the
Company or of a subsidiary and who, in the opinion of the Board,
are key employees), options to purchase unissued Common Shares.
The following table sets out the total number of Common Shares
which may be issued from and after the date of this Circular
pursuant to options granted under the Plan, the number of Common
Shares potentially issuable pursuant to options outstanding and
unexercised under the Plan, and the remaining number of Common
Shares available to be issued pursuant to options granted from
and after the date of this Circular.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Shares available for future | |
Common Shares issuable under Plan | |
|
Common Shares issuable pursuant to | |
|
issuance pursuant to options granted | |
from and after March 4, 2005 | |
|
outstanding unexercised options | |
|
after March 4, 2005 | |
| |
|
| |
|
| |
|
|
Number of | |
|
|
|
Number of | |
|
|
|
|
Common | |
|
|
|
Common | |
|
|
Maximum Number | |
|
Percentage | |
|
Shares | |
|
Percentage | |
|
Shares | |
|
Percentage | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
3,117,950 |
|
|
|
2.6 |
(1) |
|
|
2,756,125 |
|
|
|
2.3 |
(1) |
|
|
361,825 |
|
|
|
0.3 |
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
88.4 |
(2) |
|
|
|
|
|
|
11.6 |
(2) |
|
|
(1) |
Approximate percentage of the Companys outstanding Common
Shares on a non-diluted basis as at the date of this Circular. |
|
(2) |
Approximate percentage of the 3,117,950 total number of Common
Shares which may be issued from and after the date of this
Circular referred to in the first column. |
The maximum number of Common Shares which may be reserved for
issuance to, or covered by any option granted to, any person may
not exceed the lower of 5% of the outstanding issue or the
maximum number permitted by the applicable securities laws and
regulations of Canada or of the United States or any political
subdivision of either, and the by-laws, rules and regulations of
any stock exchange or other trading facility upon which the
Common Shares are listed or traded, as the case may be. Apart
from this restriction, there is no maximum number or percentage
of securities under the Plan available to insiders of the
Company or which any one person or company is entitled to
receive under the Plan.
The exercise price for each option granted under the Plan is the
price fixed for such option by the Board which may not be less
than the fair market value of the Common Shares on the date the
option is granted. Commencing in 2002, the fair market value for
this purpose is deemed to be the US Dollar equivalent of the
closing price at which board lots of the Common Shares were
traded on the TSX on the day preceding the date on which the
option is granted or if no board lots are traded on such date
then the US Dollar equivalent of the closing price at which
board lots were traded on the most recent day upon which at
least one board lot was traded. The US Dollar equivalent is
determined by using the US Dollar/ Canadian Dollar Daily Noon
Rate as published by the Bank of Canada on the day the closing
price is established.
Subject to certain limitations contained in the Plan, options
may be granted upon and subject to such terms, conditions and
limitations as the Board may from time to time determine with
respect to each option, including terms regarding vesting. The
Common Shares subject to any option may be purchased at such
time or times after the option is granted as may be determined
by the Board. Each option expires on an expiry date no later
than ten years from the day the option was granted except that,
subject to the right of the Board in its discretion to determine
that a particular option may be exercisable during different
periods, in respect of a different amount or portion or in a
different manner:
|
|
|
|
(a) |
in the case of death of an optionee prior to the expiry date,
the option will be exercisable prior to the earlier of
(i) the date which is one year from the date of death, and
(ii) the expiry date; |
|
|
(b) |
in the case of disability or retirement of the optionee prior to
the expiry date the option shall vest immediately; and |
|
|
(c) |
if the optionee ceases, for any other reason, to be a director,
officer or employee of the Company or of a subsidiary of the
Company prior to the expiry date, the option will be exercisable
prior to the earlier of (i) the date which is 90 days
from the date the optionee ceases to be a director, officer or
employee and (ii) the expiry date. |
28
For each outstanding and unexercised option granted prior to
2005, other than the performance stock options described below,
50% of the shares subject to option vest on the first
anniversary of the date of the grant, a further 25% vest on the
second anniversary of the date of the grant, and the final 25%
vest on the third anniversary of the date of the grant. For
options granted in 2005 and (it is intended) in future years,
one third of the shares subject to option vest on the first
anniversary of the date of the grant, a further third on the
second anniversary of the date of the grant and the final third
vest on the third anniversary of the date of the grant. Each
outstanding and unexercised option granted prior to 2005
expires, in the ordinary course, ten years after the date of
their grant. Options granted in 2005 and (it is intended) in
future years will expire, in the ordinary course, seven years
after the date of their grant. With respect to executive
officers who have Employment Agreements, in the event of a
Change of Control, any option granted prior to the change of
control, that is not by its terms then exercisable, shall be
deemed to have become exercisable immediately prior to such
change of control. The Employment Agreements further provide
that, notwithstanding any terms of the Plan or option to the
contrary, options granted may be exercised up to the expiry date
of the exercise term of the particular option, provided that
nothing shall preclude the compulsory acquisition of such
options at their fair market value in the event of a going
private transaction effected pursuant to the amalgamation,
arrangement or compulsory acquisition provisions of the Canada
Business Corporations Act or successor legislation thereto. No
option may be transferable or assignable otherwise than by will
or the laws of succession and distribution.
In September 1999 performance stock options were
granted to all executive officers and certain other key
employees of the Company. The performance stock options were
granted at a price of $4.47, the closing price of the Common
Shares on the TSX on the day before the day of the grant. The
vesting of the performance stock options is tied to the market
value of the Common Shares after October 1, 2002. One third
of the options vest if, after that date, the Common Shares trade
at or above $10, a further one-third vest if the Common Shares
trade at or above $15 and the options are fully vested if the
Common Shares trade at or above $20. All performance stock
options are now exercisable. Performance stock options expire on
September 9, 2009.
The Plan provides that the Board of Directors may at any time
amend any of the provisions of the Plan subject to obtaining any
required approval of appropriate stock exchanges or other
regulatory authorities. TSX requirements expressly require that
shareholder approval (excluding the votes of securities held
directly or indirectly by insiders benefiting from the
amendment) is required for (i) a reduction in the exercise
price or purchase price or (ii) an extension of the term,
under a security compensation arrangement (which would include
the Plan) benefiting an insider of the Company. Nasdaq
requirements generally require shareholder approval when a stock
option plan is to be established or materially amended. For this
purpose, material amendments would include (i) any material
increase in the number of shares to be issued under the plan
(other than to reflect a reorganization, stock split, merger,
spin-off or similar transaction); (ii) any material
increase in benefits to participants, including any material
change to (a) permit a repricing (or decrease in exercise
price) of outstanding options; (b) reduce the price and
which shares or options may be offered or (c) extend the
duration of the plan; (iii) any material expansion of the
class of participants eligible to participate in the plan; and
(iv) any expansion in the types of options or awards
provided under the plan.
In addition, the TSX has indicated that for plans that have a
general amendment provision, the Exchange will not require
security holder approval for the following types of amendments:
(i) amendments of a housekeeping nature;
(ii) a change to the vesting provisions of a security or a
plan; (iii) a change to the termination provisions of a
security or a plan which does not entail an extension beyond the
original expiry date; and (iv) the addition of a cashless
exercise feature, payable in cash or securities, which provide
for a full deduction of the number of underlying securities from
the plan reserve. The TSX has further indicated that it will
require security holder approval for the following types of
amendments: (a) any amendment to the number of securities
issuable under the plan, including any increase to a fixed
maximum number of securities or a change from a fixed maximum
number of securities to a fixed maximum percentage (but a change
to a fixed maximum percentage which was previously approved by
security holders or a reloading of securities after exercise
under a fixed maximum percentage plan provided that the fixed
maximum percentage of securities is not increased and the plan
specifically provides for the reload will not require additional
security holder approval); (b) any change to the eligible
participants which would have the potential of broadening or
increasing insider participation; (c) the addition of any form
of financial assistance; (d) any amendment to a financial
assistance provision which is more favourable to participants;
(e) the addition of a cashless exercise feature, payable in cash
or securities which does not provide for a full deduction of the
number of underlying securities from the plan reserve; and
(f) the addition of a deferred or restricted share unit or
any other provision which results in participants receiving
securities while no cash consideration is received by the issuer.
29
The TSX has further noted that they may require security holder
approval in other circumstances, and generally will do so for
amendments which the Exchange staff consider fundamental changes
to the plan which may lead to significant or reasonable dilution
in the issuers outstanding securities, or may provide
additional benefits to eligible participants, especially
insiders, at the expense of the listed issuer and its existing
security holders.
In March 2005, the Company amended the Plan to clarify that
options may be granted under the Plan to employees and directors
of subsidiaries of the Company that may not be wholly-owned
subsidiaries. An example would be employees of Atlas Methanol
Company who are employed at the new Atlas facility in Trinidad.
The Company has a 63.1% interest in Atlas and BP owns the
remaining 36.9%. The amendment is subject to the approval of the
TSX and Nasdaq.
SHAREHOLDER PROPOSALS
Shareholder proposals to be considered at the 2006 annual
general meeting of shareholders of the Company must be received
at the principal executive offices of the Company no later than
December 29, 2005 to be included in the information
circular and form of proxy for such annual meeting.
ADDITIONAL INFORMATION
Additional information relating to the Company is on SEDAR at
www.sedar.com and at the Companys website at
www.methanex.com. Financial information is provided in
the Companys comparative financial statements and
Managements Discussion and Analysis for the most recently
completed financial year.
The Company will provide to any person or company, without
charge to any security holder of the Company, upon request to
the Corporate Secretary of the Company, copies of the
Companys Annual Information Form together with a copy of
any document (or the pertinent pages of any document)
incorporated therein by reference, the Companys
comparative consolidated financial statements and
Managements Discussion and Analysis (MD&A)
for the year ended December 31, 2004 together with the
accompanying auditors report and any interim consolidated
financial statements of the Company that have been filed for any
period after the end of the Companys most recently
completed financial year, and the Companys Information
Circular in respect of the Meeting to be held on May 5,
2005.
If a registered holder or beneficial owner of the
Companys securities, other than debt instruments, requests
the Companys annual or interim financial statements or
MD&A, the Company will send a copy of the requested
financial statements and MD&A (provided it was filed less
than two years before the Company receives the request) to the
person or company that made the request, without charge.
Pursuant to National Instrument 51-102, the Company is
required to annually send a request form to registered holders
and beneficial owners of the Companys securities, other
than debt securities, that such registered holders and
beneficial owners may use to request a copy of the
Companys annual financial statements and MD&A, interim
financial statements and MD&A, or both. Registered holders
and beneficial owners should review the request form carefully.
In particular, registered holders and beneficial owners should
note that, under applicable Canadian securities laws, the
Company is only required to deliver financial statements and
MD&A to a person or company that requests them. Failing to
return a request form or otherwise specifically request a copy
of the financial statements or MD&A from the Company may
result in a registered holder or beneficial owner not being sent
these documents. Copies of these documents can also be found at
www.sedar.com and the Companys website at
www.methanex.com.
30
APPROVAL BY DIRECTORS
The contents and the sending of this Information Circular have
been approved by the Board of Directors of the Company.
DATED at Vancouver, British Columbia this 4th day of March,
2005.
(signed) Randy Milner
Senior Vice President, General Counsel
and Corporate Secretary
31
SCHEDULE A
METHANEX CORPORATE GOVERNANCE PRINCIPLES
TABLE OF CONTENTS
32
1. OBJECT OF THESE CORPORATE GOVERNANCE
PRINCIPLES
The Board of Directors of Methanex Corporation (the
Company) has adopted these Corporate Governance
Principles as it is responsible for providing the foundation for
a system of principled goal-setting, effective decision-making
and ethical actions, with the objective of establishing a vital
corporate entity that provides value to the Companys
shareholders.
2. CODE OF ETHICS
All directors, officers and employees are expected to display
the highest standard of ethics. The Company shall adopt a Code
of Business Conduct to establish guidelines for ethical and good
business conduct by directors, officers, and employees and the
Code shall include guidance regarding conflicts of interest,
corporate opportunities, confidentiality and protection of
company assets. The Board, through the Corporate Governance
Committee, shall annually review the Codes contents.
3. BOARD RESPONSIBILITIES
The business of the Company is conducted by its employees,
managers and officers, under the direction of the President and
Chief Executive Officer (the CEO) and the
stewardship and supervision of the Board of Directors.
The Board oversees and provides policy guidance on the business
and affairs of the Company. In particular, the Board monitors
overall corporate performance, oversees succession planning for
and performance of, executive officers including the appointment
and performance of the CEO, adopts a strategic planning process
and approves, at least annually, a strategic plan, evaluates the
integrity of the Companys internal control, information
and other management systems, identifies and oversees the
implementation of systems to manage the principal risks of the
Companys business and oversees the implementation of a
communication policy for the Company.
4. DIRECTOR RESPONSIBILITIES
Act in best interests
The primary responsibility of each director is to:
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act honestly and in good faith with a view to the best interest
of the Company; and, |
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exercise the care, diligence and skill that a reasonably prudent
person would exercise in comparable circumstances. |
Participation
Directors are expected to prepare for, attend, and participate
in meetings of the Board and the committees of which they are
members. Directors will maintain the confidentiality of the
deliberations and decisions of the Board and information
received at meetings, except as may be specified by the Chairman
or if the information is publicly disclosed by the Company.
Performance
Performance as a director is the main criterion for determining
a directors on-going service on the Board. To assist in
determining performance, each director will take part in an
annual performance evaluation process which shall include a
self-evaluation and a confidential discussion with the Chairman.
Ongoing education
Directors are encouraged to attend seminars, conferences, and
other continuing education programs to help ensure that they
stay current on relevant issues such as corporate governance,
financial and accounting practices and corporate ethics. From
time to time, the Corporation will arrange for site visits and
other special presentations intended to deepen the
directors familiarity with the Company and its affairs.
33
Selection of Chairman and CEO
The Board elects its Chairman and appoints the Companys
CEO. As a general principle, the Board believes that the
Chairman and the CEO should not be the same person.
Lead independent director
The independent directors on the Board (please refer to
Schedule A for definition of independent director) may
select from among themselves a Lead Independent Director. The
Lead Independent Director chairs regular meetings of the
independent directors and assumes other responsibilities
described in the Terms of Reference for the Lead Independent
Director or which the Corporate Governance Committee may
designate.
Criteria for Board membership
The Corporate Governance Committee will review each year the
credentials of candidates to be considered for nomination to the
Board. The objective of this review will be to maintain a
composition of the Board which provides a satisfactory mix of
skills and experience. This review will include taking into
account the desirability of maintaining a reasonable diversity
of personal characteristics but maintaining common
characteristics such as personal integrity, achievement in
individual fields of expertise and a willingness to devote
necessary time to Board matters. The Board expects that the
Corporate Governance Committee will take action to effect
changes in incumbent directors if, in the opinion of the
Committee after discussion with the Chairman/ CEO, such changes
are deemed appropriate.
New directors
The Corporate Governance Committee is responsible for
identifying new candidates to be recommended for election to the
Board and is also responsible for establishing criteria for the
selection of new directors and conducting all necessary
inquiries into their backgrounds and qualifications and making
recommendations to the full Board.
Orientation
The Company will provide new directors with an orientation to
the Company, its management structure and operations, the
industry in which the Company operates, and key legal,
financial, and operational issues. An information package will
be provided which will include information about the duties of
directors, the business of the Company, documents from recent
Board meetings, information regarding corporate governance and
the structure and procedures of the Board and its committees.
New directors will also be provided with an opportunity to meet
senior management and other directors and to tour the
Companys operations.
Board composition
The Companys By-laws provide for the directors to
establish the number of directors to sit on the Board within a
broad minimum/maximum range. The directors are to determine a
size of Board large enough to provide a diversity of expertise
and opinion, yet small enough to allow for efficient operation
and decision-making. The Corporate Governance Committee annually
reviews the size of the Board and recommends any changes it
determines appropriate. The Board is to be composed of a
substantial majority of independent directors.
Directors who change their present occupation
Directors who retire or otherwise leave or change the position
they held when they first were appointed to the Board should not
necessarily leave the Board. In this circumstance, the Corporate
Governance Committee shall review the appropriateness of a
directors continued service on the Board. When continued
service does not appear appropriate, the director may be asked
to stand down.
Term limits
The Directors are elected by the shareholders at every Annual
General Meeting. The term of office of each director shall
expire at the close of the Annual General Meeting of
Shareholders following that at which he or she was elected.
Cumulative term limits for directors should not be established
as this could have the effect of forcing directors off the Board
who have gained a deep and detailed knowledge of the
companys operations and business affairs. At the
34
same time, the value of some turnover in Board membership to
provide an ongoing input of fresh ideas and new knowledge is
recognized. The Corporate Governance Committee shall review
annually the membership of the Board to enable the Board to
manage its overall composition and maintain a balance of
directors to ensure long-term continuity.
Other Board memberships
Whether service on other boards is likely to interfere with the
performance of a directors duties to the Company depends
on the individual and the nature of his other activities. The
Board believes that the commitment required for effective
membership on the Companys Board is such that directors
are to consult with the Chairman and the Chair of the Corporate
Governance Committee prior to accepting an invitation to serve
on another board.
Directors are required to devote significant time and energy to
the performance of their duties. To attract and retain able and
experienced directors, they are to be compensated competitively.
The Corporate Governance Committee is responsible for reviewing
the compensation and benefits of directors and making a
recommendation to the Board. Directors who are employees of the
Company receive no additional compensation for service on the
Board.
Director compensation consists of cash and share-based long-term
incentives. The cash portion may be comprised of an annual
retainer, meeting fees and supplemental fees for committee
chairs. The long-term incentives will normally be structured so
as to vest over time because time-based vesting assists in
retaining the continued services of directors and aligning their
actions with long-term shareholder interests.
The Company shall establish guidelines for Company stock
ownership by directors, executive officers and other managers of
the Company as such guidelines help to more closely align their
economic interests with those of other stockholders.
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9. |
ASSESSING THE BOARDS PERFORMANCE |
The Board and each Board committee will conduct an annual
self-evaluation. The Corporate Governance Committee is
responsible for overseeing these evaluations and reporting their
results to the Board. The purpose of these reviews is to
contribute to a process of continuous improvement in the
execution of the responsibilities of the Board and its
committees.
All directors are encouraged to make suggestions on improving
the practices of the Board and its committees at any time and
direct those suggestions to the Chairman or the appropriate
committee chair.
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10. |
BOARDS INTERACTION WITH STAKEHOLDERS |
It is the function of management to speak for the Company in its
communications with the investment community, the media,
customers, suppliers, employees, governments and the general
public. If comments from the Board are appropriate, they should,
in most circumstances, come from the Chairman. If shareholders
or other stakeholders communicate with the Chairman or other
directors, management will be informed and consulted to
determine the appropriate response.
Scheduling of Board meetings and selection of agenda items
The Board normally holds five regular Board meetings each year.
The Chairman and the CEO, in consultation with the Corporate
Secretary, develops the agenda for each Board meeting. Directors
are encouraged to suggest items they would like to have
considered for the meeting agenda.
Board materials distributed in advance
Information supporting Board meeting agenda items is to be
provided to directors approximately seven days before the
meeting. Such materials should focus attention on the critical
issues to be considered by the Board.
35
Non-directors at Board meetings
The Chairman shall ensure those Company officers and other
members of management who attend Board meetings (1) can
provide insight into the matters being discussed and/or
(2) are individuals with high potential who the directors
should have the opportunity to meet and evaluate. Management
should consult with the Chairman if it proposes that any outside
advisors attend a Board meeting.
Sessions of independent directors
Every Board meeting shall be accompanied by an independent
directors session at which no executive directors or other
members of management are present. The object of the session is
to ensure free and open discussion and communication among the
non-executive, independent directors. The Lead Independent
Director shall chair such meetings and regularly advise the
Chair of the business of such meetings.
Committee structure
The Board, through the Corporate Governance Committee, shall
constitute such committees as it determines necessary and as may
be required by law. Each committee will have its own mandate
which shall set forth the committees responsibilities,
structure and procedure.
The current committee structure and the performance of each
committee is to be reviewed annually by the Corporate Governance
Committee.
Assignment of directors to committees
The Corporate Governance Committee is responsible for proposing
to the Board the chair and members of each committee on an
annual basis. In preparing its recommendations, the Committee
will consult with the Chairman and the CEO and take into account
the preferences of the individual directors.
Committee assignments should be based on the directors
knowledge, interests and areas of expertise. The Board believes
experience and continuity are more important than rotation and
that Directors should only be rotated if doing so is likely to
improve Committee performance or facilitate the work of the
Committee.
Frequency and length of committee meetings
Each committee chair will develop that committees meeting
agenda through consultation with members of the committee,
management and the Corporate Secretary. The chair of each
committee will determine the schedule of meetings of that
committee based upon an annual work plan designed to discharge
the responsibilities of the committee as set out in its mandate.
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13. |
BOARD RELATIONSHIP TO SENIOR MANAGEMENT |
Directors have complete access to the Companys senior
management. Written communications from directors to members of
management will be copied to the Chairman and the CEO.
The Board also encourages directors to make themselves available
for consultation with management outside Board meetings in order
to provide counsel on subjects where such directors have special
knowledge and experience.
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14. |
ACCESS TO RESOURCES AND ENGAGEMENT OF ADVISORS |
The Board and each committee shall have the resources and
authority appropriate to discharge their duties and
responsibilities. This shall include the power to hire outside
advisors without consulting or obtaining the approval of
management in advance. Any individual director who wishes to
engage an outside advisor should review the request with the
Chairman.
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15. |
EVALUATION AND SUCCESSION OF EXECUTIVE OFFICERS |
Performance evaluation of the CEO
The Board, through the Human Resources Committee, will annually
review the CEOs performance as measured against mutually
agreed goals and objectives. This review will also be used in
establishing the CEOs annual compensation.
36
Performance evaluation and succession planning of executive
officers
The Board, through the Human Resources Committee, will annually
review the performance and compensation packages of the officers
of the Company who report directly to the CEO and any other
officers whose compensation is required to be publicly disclosed
and will also annually review the succession plan for the CEO
and the executive officers.
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16. |
REVIEW OF CORPORATE GOVERNANCE PRINCIPLES |
The Corporate Governance Committee shall review these Corporate
Governance Principles annually and report to the Board any
recommendations it may have for their amendment.
Schedule A to the Methanex Corporate Governance
Principles
An independent director is a person other than an
officer or employee of the Company or its subsidiaries or any
other individual having a relationship which, in the opinion of
the Board of Directors, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a
director, provided however that persons who fall within any of
the categories set out below will be deemed not to be
independent.
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(1) |
a director who is, or at any time during the past three years
was, employed by the Company, its parent or any subsidiary of
the Company; |
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(2) |
a director who accepts or has a family member (which
is defined to include a persons spouse, parents, children
and siblings, whether by blood, marriage or adoption, or anyone
residing in such persons home) who accepts any payments
from the Company, its parent or any subsidiary of the Company,
in excess of US$60,000 during the current fiscal year or any of
the past three fiscal years, other than compensation for board
or committee service, payments arising solely from investments
in the Companys securities, compensation paid to a family
member who is a non-executive employee of the Company, its
parent or a subsidiary of the Company, benefits under a
tax-qualified retirement plan, or non-discretionary compensation; |
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(3) |
a director who is a family member of an individual who is, or
has been in any of the past three years, employed by the
Company, its parent or by any subsidiary of the Company as an
executive officer; |
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(4) |
a director who is, or has a family member who is, a partner in,
or a controlling shareholder or an executive officer of, any
organization to which the Company made, or from which the
Company received, payments (other than those arising solely from
investments in the Companys securities and payments under
non-discretionary charitable contribution matching programs) in
the current or any of the past three fiscal years that exceed 5%
of the recipients consolidated gross revenues for that
year, or US$200,000, whichever is more; |
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(5) |
a director who is or has been, or has a family member who is or
has been, employed as an executive of another entity at any time
during the past three years where any of the Companys
executives serve on the compensation committee of that other
entity; and |
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(6) |
a director who is, or has a family member who is, a current
partner of the Companys outside auditor, or was a partner
or employee of the Companys outside auditor, and worked on
the Companys audit, at any time during the past three
years. |
37
SCHEDULE B
STATEMENT OF CORPORATE GOVERNANCE GUIDELINES
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TSX Corporate Governance Guidelines |
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Comment |
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1. The board should explicitly assume
responsibility for stewardship of the company
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The Board has explicitly assumed responsibility for the
stewardship of the Company. |
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The Methanex Corporate Governance Principles attached as
Schedule A to this Circular, state that it is the
responsibility of the Board to monitor overall corporate
performance, adopt a strategic planning process, identify and
oversee the implementation of systems to manage the principal
risks of the Companys business, oversee succession
planning for executive officers including the appointment and
performance of the Chief Executive Officer, oversee the
implementation of a communication policy for the Company and
evaluate the integrity of the Companys internal control
and management systems. |
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The board should assume responsibility for: |
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a. Adoption of a strategic planning process
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The Board has assumed responsibility for ensuring that the
Company follows a well-defined annual strategic planning
process. As part of that process, the Board reviews draft plans,
approves final plans and conducts periodic progress reviews. The
process culminates in approval by the Board of a strategic plan
which analyzes the methanol industry, identifies the values
which guide the Company and sets out the Companys
competitive positioning, strategic initiatives and
major risks. |
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b. Identification of principal risks and the implementation
of appropriate risk- management systems
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The Board, both directly and through the Audit, Finance and Risk
Committee and the Responsible Care Committee, has assumed
responsibility for identification of the principal risks of the
Companys business and for overseeing the implementation of
appropriate systems for managing these risks. In its
deliberations, the Board discusses the principal risks facing
the Company. The Audit, Finance and Risk Committee reviews the
actions of management concerning risks relating to operations
such as currency, insurance and shipping risks, and reviews and
approves actions relating to the Companys insurance
program and currency hedging. The Responsible Care Committee
reviews risks relating to the environment, occupational health
and safety and the Companys operations as they relate to
compliance with Responsible Care. See pages 14 and 15
for more information about the activities of both of these
committees. |
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c. Succession planning, including appointing,
training and monitoring senior management
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The Human Resources Committee conducts annual succession
planning reviews relating to the Chief Executive Officer and the
Companys other senior managers and reports to the Board.
At that review, the Committee reviews each of the Companys
senior managers and discusses their potential succession
candidates and other succession issues and actions within each
of their spheres of responsibility. The Committee also ensures
that there is a strong human resource strategy in place which
includes processes to develop leadership through training and
other performance management initiatives. See page 15 for
more information about the activities of this Committee. |
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TSX Corporate Governance Guidelines |
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Comment |
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d. Communications policy
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The Company has a written communications policy governing the
content and method of disclosing corporate information to
shareholders, the public and others. This policy is reviewed
annually by the Board. Through the policy, the Company commits
itself to disclosing to the public material information about
the Company that is full, fair, timely, accurate and in plain
English. All public financial and certain other disclosure
information is reviewed and approved by the Audit, Finance and
Risk Committee and, where appropriate, by the Corporate
Governance Committee, Human Resources Committee or the full
Board. |
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The Company communicates with its shareholders and others
through a variety of channels, including its annual report,
quarterly reports, annual information form, news releases, web
site and at industry conferences. The Chief Executive Officer
and other senior officers meet periodically with financial
analysts and institutional investors. The Companys
investor relations and public affairs departments also provide
information about the Company to shareholders and the public and
respond to their inquiries. |
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e. Integrity of internal control and management
information systems
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The Audit, Finance and Risk Committee reviews and reports to the
Board on the Companys internal control procedures, reviews
with the auditors the Companys internal controls,
procedures and accounting practices and reviews the
Companys programs and policies regarding the adequacy and
effectiveness of internal controls over the Companys
accounting and financial reporting systems. |
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The Audit, Finance and Risk Committee conducts regular reviews
with both management and the Companys internal and
external auditors regarding the adequacy and effectiveness of
the Companys internal controls procedures and reports to
the Board. |
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2. Majority of directors should be
unrelated (meaning independent of management and
free from any interest and any business or other relationship,
which could, or could reasonably be perceived to, materially
interfere with the directors ability to act with a view to
the best interests of the company, other than interests and
relationships arising from shareholding)
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Ten directors are standing for election in 2005. The Board has
determined that eight of the ten directors standing for election
in 2005 are unrelated directors within the meaning
of the TSX Guidelines and independent using the
criteria of the Canadian Securities Administrators (CSA) in
Multilateral Instrument 52-110 Audit Committees and
the Nasdaq Rules. |
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3. Disclose whether each director is
unrelated
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Mr. Aitken and Mr. Choquette are the only
related directors within the meaning of the TSX
Guidelines and are not independent using the
criteria contained in Multilateral Instrument 52-110 and
the Nasdaq Rules. Mr. Aitken is the President and Chief
Executive Officer of the Company. Mr. Choquette is the
Companys Chairman of the Board. He held the position of
President and Chief Executive Officer from October 1994 to
September 2003 and then Chairman of the Board and Chief
Executive Officer to May 2004. |
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TSX Corporate Governance Guidelines |
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Comment |
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4. Appoint a committee of directors responsible
for proposing new directors and for assessment of directors,
composed exclusively of non-management directors, a majority of
whom are also unrelated directors
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The Corporate Governance Committee, all of whose members are
non-management and unrelated directors, recommends suitable
candidates for the Board and ensures that qualifications for the
Board have been maintained.
The Committee establishes the criteria for the selection of new
directors and identifies and recommends suitable candidates
taking into account all factors it considers appropriate,
including the overall composition of the Board and desirable
individual characteristics. The Committee is also responsible
for overseeing an annual director evaluation process. |
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5. Implement a process for assessing the
effectiveness of the board, its committees and individual
directors
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The Corporate Governance Committee oversees a comprehensive
assessment process which allows each director to annually
evaluate their own performance as well as the performance of the
Board, its Committees, and the Chairman of the Board. In
addition, each committee conducts an annual self-assessment. |
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The results of these evaluations are reported to the Board. The
Chairman of the Board annually reviews the performance of each
director on a one-on-one basis after monitoring the
effectiveness of each director throughout the year and
considering the results of the self-assessment which each
director completes. |
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6. Provide orientation and education programs
for new directors
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Each new director is provided with a written orientation package
relating to the Company as well as information on the
responsibilities and liabilities of directors. In addition,
Board members periodically visit plant locations. The Company
has also made available to the directors educational programming
addressing topics of interest to directors. |
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7. Examine board size and undertake, where
appropriate, a program to reduce the number of directors to a
number which facilitates more effective decision-making
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At the Annual General Meeting on May 5, 2005,
ten directors will stand for election. The Corporate
Governance Committee annually reviews the size of the Board and
makes a recommendation to the Board.
The Board is of the view that its current membership has the
necessary skills and experience and is generally of a size to
provide for effective decision-making, the staffing of Board
committees and dealing with succession requirements. |
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8. Review adequacy and form of compensation of
directors in light of risks and responsibilities
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The Corporate Governance Committee annually reviews and
recommends to the Board the remuneration of directors of the
Company in light of the risks and responsibilities assumed and
external findings concerning competitiveness with comparator
companies. In November 2004, the Board determined that the
existing director compensation retainer, fee structure and
amounts are adequate but did increase directors share
ownership guideline to two times the combined annual retainer
and value of their annual long-term incentive plan award. The
Board has also established, commencing in 2005, a flat
fee annual retainer in respect of the Chairman of the
Board. Details of directors compensation are disclosed on
page 17 and the number of Common Shares, Deferred Share
Units and Restricted Share Units held by each director is
disclosed commencing on page 5. |
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TSX Corporate Governance Guidelines |
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Comment |
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9. Committees should generally be composed of
non-management directors, a majority of whom should be unrelated
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The Board has five committees. All of the committees of the
Board are composed entirely of non-management and unrelated
directors. |
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The report of each committee, including the names of the chair
and members, how often each committee met and overall attendance
rate during 2004 is disclosed commencing on page 14. A
summary of each directors attendance record at committee
meetings during 2004 is disclosed on page 11. |
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10. The board should expressly assume responsibility for,
or assign a committee responsibility for developing the
companys approach to corporate governance issues including
being responsible for the Companys response to these TSX
Guidelines
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The Corporate Governance Committee has been assigned
responsibility for recommending to the Board a set of corporate
governance principles for the Company. The Board adopted a set
of Corporate Governance Principles in 2003 and they are attached
as Schedule A to this Circular. The Principles are reviewed
annually. The Committee also keeps abreast of corporate
governance developments and makes recommendations to the Board
in light of such developments as may be appropriate. The
Committee is also responsible for reviewing the Companys
response to the TSX Guidelines and recommending it to the Board
for consideration and approval. |
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11. Develop position descriptions for:
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a. The board
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The Companys Corporate Governance Principles contains a
Board mandate. The Principles state that the business of the
Company is conducted under the stewardship and supervision of
the Board and that the Board oversees and provides policy
guidance on the business and affairs of the Company. The
Principles also set out the more significant responsibilities of
the Board: monitoring overall corporate performance, adopting a
strategic planning process, identifying and overseeing the
implementation of systems to manage the principal risks of the
Companys business, overseeing succession planning for
executive officers, overseeing the implementation of a
communication policy for the Company and evaluating the
integrity of the Companys internal control and management
systems. |
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The Corporate Governance Principles also set out the
responsibilities of each director. The Board has also
established written Terms of Reference for the Chairs of each of
the committees. |
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b. The chief executive officer. The board should also
approve or develop the corporate objectives which the CEO is
responsible for meeting
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The Human Resources Committee annually reviews the corporate and
personal performance objectives which the Chief Executive
Officer is responsible for meeting and these objectives are then
approved by the Board. See Page 25 for more complete
information on these performance objectives. |
41
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TSX Corporate Governance Guidelines |
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Comment |
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12. Establish structures and procedures to enable the board
to function independently of management
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The Board has established the following procedures to enable the
Board to function independently of management: |
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The Companys Corporate Governance
Principles delineate the Boards responsibilities from
those of management. |
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The Board has named a Lead Independent
Director and has established written Terms of Reference for the
position. |
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The independent directors, meet
regularly after each Board meeting in sessions chaired by the
Lead Independent Director. |
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The Board has established Terms of
Reference for the Chairman of the Board making him responsible
for ensuring that governance structures exist to permit the
Board to function independently of management. |
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The Corporate Governance Committee is
responsible for monitoring the relationship between the Board
and management. |
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Prior to May 2004, Mr. Choquette was both the Chairman of
the Board and Chief Executive Officer of the Company.
Mr. Choquette retired as Chief Executive Officer in May
2004 and now acts as non-executive Chairman of the Board.
Mr. Choquette is not an independent director according to
the definition contained in Multilateral Instrument 52-110
and the Nasdaq Rules. |
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13. Establish an audit committee with a specifically
defined mandate, with all members being non-management
directors. The role of the committee should be defined. The
committee should have direct communication channels with the
internal experience of its members and other Committee
information may be found in the and external auditors. The
committee should have responsibility for management reporting on
internal control. While it is managements responsibility
to design and implement an effective system of internal control,
it is the responsibility of the committee to ensure that
management has done so
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The Board has established an Audit, Finance and Risk Committee
with a written mandate that is summarized on page 14. The
Committee is comprised exclusively of non-management and
unrelated directors and meets at least annually with the
external auditors without management present. All Committee
members are independent as defined in Multilateral
Instrument 52-110 and the Nasdaq Rules.
The mandate of the Committee is clear that the external auditors
report directly to the Committee, that the Committee has the
authority to communicate directly with the external and internal
auditors and that it is the Committees responsibility to
review the Companys internal control procedures.
The complete mandate of this Committee together with the
relevant education and experience of its member is found in the
Audit Committee Information section of the
Companys Annual Information Form dated March 21, 2005. |
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14. Implement a system to enable individual directors to
engage outside advisers, at the companys expense
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The Companys Corporate Governance Principles establish a
process by which the Board, a Committee or an individual
director may engage outside advisers at the expense of the
Company. |
42
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Beneficial Owner
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METHANEX CORPORATION
REQUEST FOR ANNUAL AND INTERIM FINANCIAL STATEMENTS
AND MD&A
National Instrument 51-102 Continuous Disclosure
Obligations (NI 51-102) requires that Methanex
Corporation (the Company) send annually a request
form to registered holders and beneficial owners of its
securities, other than debt instruments, that the registered
holders and beneficial owners may use to request a copy of the
Companys annual financial statements and Managements
Discussion & Analysis form (MD&A) for the
annual financial statements and the interim financial statements
and MD&A for the interim financial statements, or both.
Under NI 51-102 the Company is only required to deliver
financial statements and MD&A to a person or company that
requests them. If you wish to receive the Companys annual
financial statements and annual MD&A or interim financial
statements and interim MD&A, you should either
1) submit your request online at www.cibcmellon.com/
FinancialStatements (entering Code Number 5532A); or
2) complete the Beneficial Holder Return Form (the
Return Form) on the reverse. Please forward the
completed Return Form to the Companys registrar and
transfer agent at the following address:
CIBC Mellon Trust Company
Suite 1600, 1066 West Hastings Street
Vancouver, BC V6E 3X1
The applicable financial statements and MD&A will be sent,
without charge, to the person that made the request. If any
beneficial owner does not so request such documents, such owner
may not be sent these documents. The Company reserves the right,
in its discretion, to send annual financial statements and
MD&A, or any interim financial statements and MD&A, to
all beneficial owners who are identified under NI 54-101 as
having chosen to receive securityholder materials sent to
beneficial owners of securities, notwithstanding elections such
beneficial owners may make under the Request Form.
The requirements under NI 51-102 regarding delivery of
financial statements and MD&A are in addition to and
separate from the procedures regarding delivery of materials
pursuant to National Instrument 54-101 Communication with
Beneficial Owners of Securities of a Reporting Issuer
(NI 54-101). However, failure to return the
Return Form or otherwise specifically request a copy of
financial statements or MD&A will override a beneficial
owners standing instructions under NI 54-101 in
respect of such financial statements and MD&A.
NI 51-102 requires that this request form must be sent to
beneficial owners of securities who are identified under
NI 54-101 as having chosen to receive all securityholder
materials sent to beneficial owners. As a result, beneficial
owners that have been instructed their intermediary to not
forward annual meeting materials distributed by the Company may
not receive this election form.
Please note that only beneficial owners of the
Companys securities should return the Return Form or
submit an online request. If you are a registered holder of the
Companys securities you should review the separate Request
for Annual and Interim Financial Statements and MD&A which
is applicable to registered holders and complete the Return Form
on the reverse. (For the purposes hereof registered
holders refers to persons with securities registered in
their name (and, in the case of securities which are registered
in the name of a depository, as defined in
NI 54-101, includes a person that is a participant in
a depository, as defined in that Instrument) and
beneficial owner refers to a person or company that
beneficially owns securities that are not registered in his or
her name, which are held by an intermediary, as
defined in NI 54-101, (such as a broker or trust company),
that is the person or company that is identified as providing
instructions contained in a client response form provided
pursuant to NI 54-101 or, if no instructions are provided,
the person or company that has the authority to provide those
instructions).
If you are a beneficial owner, you may wish to provide a copy of
the Return Form to the intermediary through which your
securities are held, or, if you wish, make arrangements for such
intermediary to return the Return Form on your behalf. The
Company is only required to deliver financial statements and
MD&A to the person or company that requests them. As a
result, if a beneficial owner requests financial statements and
MD&A through an intermediary, the Company is only required
to deliver the requested documents to the intermediary. Further,
if you are returning the Return Form directly you should provide
your intermediary with a copy of the form so that the
intermediary is aware of your request. In addition, if prior to
receiving an annual request form next year, you hold any
securities of the Company through a different intermediary, you
may wish to inform that intermediary of your instructions
pursuant to the Return Form.
Please note that a request form will be mailed each year. The
request to receive financial statements and MD&A pursuant to
the Return Form shall be considered applicable to the
Companys annual financial statements and MD&A for the
fiscal year ending December 31, 2005 and all interim
financial statements and MD&A which the Company may send to
securityholders after the sending of this request form and prior
to the Company sending a request form in a subsequent year.
Beneficial owners that wish to receive either Annual Financial
Statements and MD&A or Interim Financial Statements and
MD&A must return the Return Form or otherwise specifically
request a copy of the financial statements and MD&A each
year to receive such documents thereafter. If you wish to
receive copies of financial statements or MD&A for any
earlier period, you should send a separate request specifying
the requested financial statements and MD&A. The Company is
not required to send copies of the financial statements and
MD&A that was filed more than two years before it receives
such request. A copy of the Companys financial statements
and MD&A may be accessed under the Companys profile at
www.sedar.com.
(BENEFICIAL OWNERS SHOULD COMPLETE AND RETURN THIS FORM)
BENEFICIAL OWNER RETURN FORM
METHANEX CORPORATION
The undersigned:
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(a) hereby requests that the undersigned be
sent a copy of the Annual Financial
Statements(1)
and MD&A for such statements
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o
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[check this box if you wish to elect to RECEIVE the Annual
Financial
Statements(1)
and MD&A relating to such statements] |
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(b) hereby requests that the undersigned be
sent a copy of the Interim Financial
Statements(2)
and MD&A for such statements
|
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o
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[check this box if you wish to elect to RECEIVE the Interim
Financial
Statements(2)
and MD&A relating to such statements] |
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The undersigned certifies that the undersigned is a beneficial
owner of securities of the Company (other than debt
instruments). The undersigned acknowledges that this request
shall expire and cease to have effect if the undersigned ceases
to be either a registered holder or beneficial owner of
securities of the Company.
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Name(3):
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Address(4):
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Signature(5):
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Date: |
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Name & title of person signing if different from name
above: |
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Name and address of intermediary through which securities are
held (if
applicable)(6): |
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We encourage you to submit your request online at
www.cibcmellon.com/ FinancialStatements. Our Company Code
Number is 5532A.
NOTE: Do not return this card by mail if you have submitted your
request online.
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(1) |
For the fiscal year ending December 31, 2005. |
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(2) |
Refers to Interim Financial Statements and MD&A issued after
the sending of this form and before the sending of the form in
2006. |
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(3) |
Please print clearly. |
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(4) |
Insert the address, including postal or zip code to which you
wish the financial statements and MD&A to be sent. If you
wish the documents to be sent to an intermediary through which
you hold the securities, provide the name and address of the
intermediary. |
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(5) |
If beneficial owner is not an individual, signature of an
authorized signatory. |
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(6) |
If securities are held through an intermediary, but you wish the
financial statements and MD&A to be sent to you, provide
this information so that the Company can coordinate with the
intermediary, if necessary. If you are an objecting beneficial
owner, or OBO, as defined in NI 54-101, and you
wish the financial statements and MD&A to be sent to you
through the intermediary that holds securities on your behalf,
you should arrange for the intermediary to arrange to request
the documents on your behalf. |
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Registered Holder
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METHANEX CORPORATION
REQUEST FOR ANNUAL AND INTERIM FINANCIAL STATEMENTS
AND MD&A
National Instrument 51-102 Continuous Disclosure
Obligations (NI 51-102) requires that Methanex
Corporation (the Company) send annually a request
form to registered holders and beneficial owners of its
securities, other than debt instruments, that the registered
holders and beneficial owners may use to request a copy of the
Companys annual financial statements and Managements
Discussion & Analysis form (MD&A) for the
annual financial statements and the interim financial statements
and MD&A for the interim financial statements, or both.
Under NI 51-102 the Company is only required to deliver
financial statements and MD&A to a person or company that
requests them. If you wish to receive the Companys interim
financial statements and interim MD&A, you should either
1) submit your request online at www.cibcmellon.com/
FinancialStatements (entering Code Number 5532); or
2) complete the Registered Holder Return Form (the
Return Form) on the reverse and forward the
completed Return Form to the Companys registrar and
transfer agent at the following address:
CIBC Mellon Trust Company
Suite 1600, 1066 West Hastings Street
Vancouver, BC V6E 3X1
In addition to the requirements of NI 51-102, pursuant to
the requirements of the Canada Business Corporations Act
(the CBCA), the Company must send a copy of its
annual financial statements to each registered shareholder,
except to a shareholder who has informed the Company in writing
that he or she does not want a copy of such statements. If you
are a registered shareholder and do NOT want to receive a
copy of the Companys annual financial statements and
annual MD&A (collectively, the Annual Financial
Statements and MD&A), you should complete the box in
paragraph (a) on the Return Form. Registered holders that
do not complete that box will continue to be sent the annual
financial statements as required pursuant to the CBCA, as well
as the annual MD&A.
Whether or not you are electing in paragraph (a) of the
Return Form not to receive a copy of the Annual Financial
Statements & MD&A, if you wish to receive the
Companys interim financial statements and interim MD&A
(collectively, the Interim Financial Statements and
MD&A) you should complete paragraph (c) of the
Return Form.
The applicable financial statements and MD&A will be sent,
without charge, to the person that made the request. If any
registered holder does not so request such documents, such
holder may not be sent these documents. The Company reserves the
right, in its discretion, to send annual financial statements
and MD&A to all registered holders, notwithstanding
elections which such holders may make under the Request Form.
Please note that only registered holders of the
Companys securities should return the Return Form or
submit an online request. If you are a beneficial owner of the
Companys securities but not a registered holder, you
should review the separate Request for Annual and Interim
Financial Statements and MD&A which is applicable to
beneficial owners and complete the Return Form on the reverse.
(For the purposes of paragraphs (b) and (c) on the
Return Form registered holders refers to persons
with securities registered in their name (and, in the case of
securities which are registered in the name of a
depository, as defined in NI 54-101, includes a
person that is a participant in a depository, as
defined in that Instrument).
Please note that a request form will be mailed each year.
Registered holders that have informed the Company pursuant to
paragraph (a) on the Return Form that they do not want to
receive a copy of the Companys Annual Financial Statements
and MD&A who subsequently change their mind should
specifically request to receive such statements and MD&A.
Such a request received at any time will be considered to
override any prior advice that such holder does not wish to
receive such statements. The request to receive financial
statements and MD&A pursuant to paragraphs (b) or
(c) on the Return Form shall be considered applicable to
the Companys annual financial statements and MD&A for
the fiscal year ending December 31, 2005 and all interim
financial statements and MD&A which the Company may send to
securityholders after the sending of this request form and prior
to the Company sending a request form in a subsequent year.
Registered holders that wish to receive Interim Financial
Statements and MD&A must return the Return Form or otherwise
specifically request a copy of the financial statements or
MD&A each year to receive such documents thereafter. If you
wish to receive copies of financial statements or MD&A for
any earlier period, you should send a separate request
specifying the requested financial statements and MD&A. The
Company is not required to send copies of any financial
statements and MD&A that was filed more than two years
before it receives such request. A copy of the Companys
financial statements and MD&A may be accessed under the
Companys profile at www.sedar.com.
(REGISTERED HOLDERS SHOULD COMPLETE AND RETURN THIS FORM)
REGISTERED HOLDER RETURN FORM
METHANEX CORPORATION
The undersigned:
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(a) hereby informs the Company that the
undersigned does not want a copy of the Annual Financial
Statements
(1)
& MD&A for such statements
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o
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[only check this box if you wish to elect NOT to receive the
Annual Financial
Statements(1)
and MD&A relating to such statements] |
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(b) hereby requests that the undersigned be
sent a copy of the Annual Financial
Statements(1)
and MD&A for such statements
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o
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[check this box if you wish to elect to RECEIVE the Annual
Financial
Statements(1)
and MD&A relating to such
statements(2)] |
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(c) hereby requests that the undersigned be
sent a copy of the Interim Financial
Statements(3)
and MD&A for such statements
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o
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[check this box if you wish to elect to RECEIVE the Interim
Financial
Statements(3)
and MD&A relating to such statements] |
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The undersigned certifies that the undersigned is a registered
holder of securities of the Company (other than debt
instruments). The undersigned acknowledges that this request
shall expire and cease to have effect if the undersigned ceases
to be either a registered holder or beneficial owner of
securities of the Company.
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Name(4):
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Address(5):
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Signature(6):
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Date: |
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Name & title of person signing if different from name
above: |
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We encourage you to submit your request online at
www.cibcmellon.com/ FinancialStatements. Our Company Code
Number is 5532.
NOTE: Do not return this card by mail if you have submitted your
request online.
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(1) |
For the fiscal year ending December 31, 2005. |
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(2) |
Registered holders will continue to be sent Annual Financial
Statements and MD&A whether or not this paragraph is
completed unless the holder has informed the Company in writing
that he or she does not want a copy of such statements. |
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(3) |
Refers to interim financial statements and MD&A issued after
the sending of this form and before the sending of the form in
2006. |
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(4) |
Please print clearly. |
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(5) |
Insert the address, including postal or zip code to which you
wish the financial statements and MD&A to be sent. |
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(6) |
If registered holder is not an individual, signature of an
authorized signatory. |
SEE REVERSE FOR IMPORTANT INFORMATION
RELATING TO VOTING ESPP SHARES
VOTING INSTRUCTIONS
TO
M.R.S. TRUST COMPANY
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
METHANEX CORPORATION
TO BE HELD ON MAY 5, 2005
AND AT ANY ADJOURNMENT OR ADJOURNMENTS THEREOF
I,
,
a participant in the Methanex Corporation Share Purchase Plan
for Employees (hereinafter referred to as the Plan),
hereby instruct M.R.S. Trust Company, as Trustee of the Plan, to
exercise at the above meeting, or give or grant a proxy to any
person which M.R.S. Trust Company may select, to exercise, with
full power of substitution, the voting rights pertaining to all
the Common Shares of the Company held to my credit as follows:
Indicate your voting choice with a check mark
(ü) in the appropriate box.
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1. |
To elect the following persons as directors of the Company to
hold office until the sooner of the next annual general meeting
of the Company or their ceasing to hold office: |
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VOTE |
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WITHHOLD |
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FOR |
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VOTE |
Bruce Aitken
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o
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o
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Howard Balloch
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o
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o
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Pierre Choquette
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o
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o
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Robert Findlay
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o
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o
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Brian Gregson
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o
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o
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A. Terence Poole
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o
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o
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John Reid
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o
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o
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Monica Sloan
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o
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o
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Graham Sweeney
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o
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o
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Anne Wexler
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o
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o
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2. |
To re-appoint KPMG LLP, Chartered Accountants, as auditors of
the Company for the ensuing year: |
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VOTE
FOR o
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WITHHOLD
VOTE o
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3. |
To vote FOR o or AGAINST
o authorizing the directors
to fix the remuneration of the auditors. |
With respect to any amendments or variations to the matters
listed above or identified in the Notice of Annual General
Meeting of Shareholders and any other matters which may properly
come before the Meeting, the undersigned confers discretionary
authority on the person voting on behalf of the undersigned to
vote in accordance with the best judgment of that person.
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Date:
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, 2005 |
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Signature of Holder |
INSTRUCTIONS:
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1. |
Record your instructions, sign and mail to GRS Securities Inc.
in the attached envelope. Alternately, your instructions may be
faxed using the following numbers: |
If faxing from North
America: 1-800-567-3351
If faxing from outside
North America: 519-850-4157
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2. |
If you do not wish to specifically instruct the Trustee how to
vote or refrain from voting as the case may be, you should not
check any of the above squares. If no specific voting choice
has been given for an item, the Trustee or its proxy will vote
the shares represented by this Voting Instruction FOR that
item. |
IMPORTANT INFORMATION FOR PARTICIPANTS IN THE
METHANEX CORPORATION SHARE PURCHASE PLAN FOR EMPLOYEES
Common shares purchased by an employee of the Company under the
Methanex Corporation Share Purchase Plan for Employees
(ESPP) remain registered in the name of M.R.S. Trust
Company as Trustee of the ESPP, unless the employee withdraws
their shares from the ESPP. Once withdrawn, the shares may
either become registered in the name of the employee or an
intermediary. (For more information, see Part I
VOTING contained in the Information Circular.)
Voting rights attached to ESPP shares which remain registered in
the name of M.R.S. Trust Company may be exercised by employees
or their attorneys authorized in writing, by indicating on the
Voting Instructions form (on reverse) the necessary directions
to GRS Securities on behalf of the Trustee how the ESPP shares
are to be voted at the Meeting and returning the Voting
Instructions form in the pre-paid envelope or by fax to GRS
Securities Inc. at the fax number indicated below. The ESPP
shares will then be voted pursuant to those directions. If no
choice is specified for an item, the ESPP shares will be voted
in favour of managements propositions. The shares will be
voted at the discretion of M.R.S. Trust Company or its proxy in
respect of amendments to managements propositions or such
other business as may be properly brought before the Meeting.
Only ESPP shares in respect of which a Voting Instructions form
has been signed and returned will be voted.
As your vote is important, your Voting Instruction Form should
be received at least three business days prior to the deadline
for deposit of proxies stated in the Information Circular.
A holder of ESPP shares may revoke his or her directions
indicated on the Voting Instructions form at any time by a
written document executed by the employee or his or her attorney
duly authorized in writing which is delivered by mail or fax to
GRS Securities Inc. (fax numbers set out below) at any time up
to and including the last business day preceding the day of the
Meeting or any adjournment thereof.
The Voting Instructions form is to be used only with respect to
ESPP shares. If an employee holds shares outside the ESPP, the
employee may vote those shares either in person or by proxy as
described in Part I VOTING of the
Information Circular.
Questions?
If you have any questions concerning the process of voting ESPP
shares, you may speak to a GRS Securities Inc. Customer Service
Representative, 8:00 a.m. to 8:00 p.m. EST on
weekdays:
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If calling from North America: 1-800-668-2648 |
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If calling from outside North America: 800-668-26480 |
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Callers from Chile, please call collect: 519-432-5281,
8:00 a.m. to 8:00 p.m. EST on weekdays |
Faxing of Voting Instructions
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Voting Instructions may be faxed to GRS Securities Inc.
(Attention: Monitoring Officer FST1) using the
following numbers: |
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If faxing from North America: 1-800-567-3351 |
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If faxing from outside North America: 519-850-4157 |
METHANEX CORPORATION
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REQUEST FOR VOTING INSTRUCTIONS |
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To our securityholders: |
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We are sending to you the enclosed proxy-related materials that
relate to our Annual General Meeting of Shareholders to be held
on May 5, 2005. Your name and address and information about
your holdings of securities have been obtained in accordance
with applicable securities regulatory requirements from the
intermediary holding on your behalf (which is identified by
name, code or identifier in the information on the right). |
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The Voting Instructions Form (VIF) (on the
reverse) is to enable your vote to be submitted on the stated
issues or proposals. Please complete, sign, date and return the
form as instructed below. |
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Should you wish to attend the meeting and vote in person, or
appoint another person to attend and vote on your behalf, please
complete Box A inserting your name or the name of the
person you wish to appoint in the space provided on the VIF and
we will arrange for the deposit of a legal proxy entitling you
or your appointee to attend the meeting and vote. Alternatively,
you may request a form of legal proxy be sent to you as
described below. |
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We are prohibited from voting these securities on any of the
matters to be acted upon at the meeting without your specific
voting instructions. In order for these securities to be
voted at the meeting, it will be necessary for us to have
your specific voting instructions. If you cannot attend the
meeting and you do not wish to appoint a person to attend on
your behalf but you do wish to vote your shares, please complete
and promptly return the information requested in Box B on
the VIF to provide your voting instructions to us. |
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The completed VIF should be delivered to our transfer agent,
CIBC Mellon Trust Company, in the envelope provided or by
fax to (416) 368-2502. |
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Should you wish to be sent a legal proxy entitling you to attend
the meeting and vote in person, please write your name in the
place provided for that purpose in Box A on the VIF and
tick the box on the VIF requesting delivery of a legal proxy. |
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If you require assistance, please contact our transfer agent,
CIBC Mellon Trust Company, who can be contacted as
indicated on the VIF.
The matters to be voted on at the meeting are set out on the VIF.
By providing voting instructions as requested, you are
acknowledging that you are the beneficial owner of, and are
entitled to instruct us with respect to the voting of, these
securities.
NOTE:
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1. |
If you wish to have a legal proxy sent to you, please be advised
that a legal proxy will be subject to all of the requirements
described in the accompanying Information Circular, including
requirements for deposit prior to specified deadlines. You will
be responsible for arranging such deposit. Failure to comply
with these requirements may make it impossible for you or your
nominee to attend and vote at the meeting. |
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2. |
Instead of requesting delivery of a legal proxy, if you wish to
attend the meeting and vote in person or appoint another person
to do so, you may simply print the name of the person attending
the meeting in the space provided for this purpose on the VIF.
Provided these instructions are received prior to the deadline,
we will submit a legal proxy permitting your appointee to attend
and vote. When you or your delegate arrive at the meeting, give
your name to the scrutineers and state that you are a proxy
appointee. An appointee must attend the meeting in order for
your shares to be voted. |
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3. |
Unless you (or an appointee) attend the meeting and vote in
person, your securities can be voted only by management of the
Company in accordance with your instructions as specified in
Box B. |
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4. |
As your vote is very important, we recommend that your VIF be
received at least one business day prior to the deadline for
deposit of proxies stated in the information circular. Greater
time should be allowed if you wish a legal proxy be delivered to
you. |
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5. |
Other than completing the VIF as applicable, please do not
otherwise write comments on the VIF. If you wish, you can submit
comments under separate cover. |
Please do not present this form at the meeting. We urge you to
read the above instructions, and the information circular, and
complete, sign and return the VIF so that your securities can be
voted.
METHANEX CORPORATION
VOTING INSTRUCTIONS FORM
BOX A Attending and voting at the meeting
You may appoint a person (including yourself) to attend, vote
and act on your behalf at the meeting or any adjournment
thereof. To exercise this right, mark an x in the
box below and insert the name of the person in the space
provided.
Please
print appointee name
If you have completed the space above, we will submit a legal
proxy permitting your appointee to vote to our transfer agent.
If you wish to request that a legal proxy be delivered to you,
please complete the following:
o Please
send a legal proxy to me at the address indicated on the reverse.
If you wish your appointee to attend the meeting, do not
otherwise complete this form regarding your voting instructions.
BOX B Voting by mail
The matters to be voted on at the meeting are as follows. Unless
you wish to attend (or appoint an appointee to attend) the
meeting and vote in person as described above, please provide
your voting instructions with a check mark
(ü) in the appropriate box.
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1. |
To elect the following persons as directors of the Company to
hold office until the sooner of the next annual general meeting
of the Company or their ceasing to hold office: |
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VOTE FOR |
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WITHHOLD VOTE |
Bruce Aitken
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o
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o
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Howard Balloch
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o
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o
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Pierre Choquette
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o
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o
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Robert Findlay
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o
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o
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Brian Gregson
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o
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o
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A. Terence Poole
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o
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o
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John Reid
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o
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o
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Monica Sloan
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o
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o
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Graham Sweeney
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o
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o
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Anne Wexler
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o
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o
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2. |
To re-appoint KPMG, LLP, Chartered Accountants, as auditors of
the Company for the ensuing year: |
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VOTE
FOR o
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WITHHOLD
VOTE o
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3. |
To vote FOR o or AGAINST
o authorizing the directors
to fix the remuneration of the auditors. |
For assistance, please contact our transfer agent, CIBC Mellon
Trust Company, who can be contacted as follows:
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Toll-free:
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1-800-387-0825 |
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Mail:
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CIBC Mellon Trust Company
Suite 1600, 1066 West Hastings Street
Vancouver, BC
V6E 3X1 |
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Telephone:
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(604) 891-3008 |
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Facsimile:
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(604) 688-4301 |
THIS VOTING INSTRUCTION FORM SHOULD BE READ IN CONJUNCTION WITH
THE ACCOMPANYING INFORMATION CIRCULAR. THE SIGNED FORM MUST BE
RECEIVED NO LATER THAN 24 HOURS (EXCLUDING SATURDAYS,
SUNDAYS AND HOLIDAYS) PRIOR TO THE MEETING OR ANY ADJOURNMENT
THEREOF.
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METHANEX CORPORATION |
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PROXY |
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THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT |
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FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS |
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TO BE HELD ON MAY 5, 2005 |
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The undersigned holder of Common Shares of Methanex Corporation
(the Company) hereby appoints Pierre Choquette,
Chairman of the Board of the Company, or failing him, Bruce
Aitken, President and Chief Executive Officer of the Company, or
instead of either of them |
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the true and lawful proxy of the undersigned to attend, act and
vote all the shares of the Company which the undersigned may be
entitled to vote at the Annual General Meeting of Shareholders
of the Company (the Meeting), to be held on
May 5, 2005, notice of which Meeting has been received by
the undersigned, and at any adjournment or adjournments thereof,
and at every poll which may take place in consequence thereof
with full power of substitution and with all the powers which
the undersigned could exercise if personally present: |
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Indicate your voting choice with a check mark
(þ) in the appropriate box. |
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1. |
To elect the following persons as directors of the Company to
hold office until the sooner of the next annual general meeting
of the Company or their ceasing to hold office: |
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VOTE FOR |
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WITHHOLD VOTE |
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Bruce Aitken
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o |
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o |
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Howard Balloch
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o |
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o |
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Pierre Choquette
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o |
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o |
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Robert Findlay
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o |
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o |
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Brian Gregson
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o |
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o |
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A. Terence Poole
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o |
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o |
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John Reid
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o |
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o |
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Monica Sloan
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o |
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o |
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Graham Sweeney
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o |
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o |
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Anne Wexler
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o |
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o |
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2. |
To re-appoint KPMG LLP, Chartered Accountants, as auditors of
the Company for the ensuing year: |
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VOTE FOR o WITHHOLD VOTE o |
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3. |
To vote FOR o or AGAINST
o authorizing the directors
to fix the remuneration of the auditors. |
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If no specific voting choice has been given for an item, the
shares represented by this proxy will be voted FOR the item.
The person exercising this proxy has discretionary authority and
may vote the shares represented hereby as such person considers
best with respect to amendments or variations to the matters
identified in the Notice of Meeting or other matters which may
properly come before the Meeting where such amendments,
variations or matters were not known to management of the
Company a reasonable time prior to the solicitation of this
proxy.
All shares represented at the Meeting by properly executed
proxies will be voted or withheld from voting in accordance with
the instructions of the undersigned on any ballot that may be
called for, and where a choice with respect to any matter to be
acted upon has been specified in the proxy, the shares
represented by the proxy will be voted in accordance with such
specifications.
The undersigned hereby revokes any proxy previously given.
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Print Name |
Number of Common Shares
held:
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Signature of Holder |
NOTES:
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(a) |
The proxy must be signed by the holder of Common Shares or the
holders attorney duly authorized in writing and the power
of attorney need not be attached. Where the holder is a
corporation, the proxy must be executed under its corporate seal
or by an officer or attorney thereof duly authorized. |
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(b) |
The proxy must be delivered to CIBC Mellon Trust Company not
less than 24 hours (excluding Saturdays, Sundays and holidays)
prior to the time fixed for the commencement of the Meeting or
any adjournment thereof. Please use the envelope accompanying
these materials; mail the proxy to Proxy Dept., CIBC Mellon
Trust Company, #6, 200 Queens Quay East, Toronto, ON
Canada M5A 4K9 or fax the proxy to (416) 368-2502. |
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(c) |
A holder of Common Shares has the right to appoint a person (who
need not be a holder of Common Shares) other than those persons
named above to represent him, her or it at the Meeting and may
exercise this right by inserting the name of such person in the
blank space provided above. |
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(d) |
If the proxy is undated, it will be deemed to be dated the date
it was mailed to the holder. |