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

METHANEX CORPORATION

SUITE 1800, 200 BURRARD STREET, VANCOUVER, BC V6C 3M1 CANADA

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F     o                    Form 40-F     þ

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes     o                    No     þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82                    .

 

 

IMPORTANT INFORMATION FOR SHAREHOLDERS

Notice of the Annual General Meeting of Shareholders

and

Information Circular

March 5, 2010

www.methanex.com

TABLE OF CONTENTS

		page
INVITATION TO SHAREHOLDERS			i
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS			ii
INFORMATION CIRCULAR			1
PART I VOTING			1
PART II BUSINESS OF THE MEETING			4
RECEIVE THE FINANCIAL STATEMENTS			4
ELECTION OF DIRECTORS			4
REAPPOINTMENT AND REMUNERATION OF AUDITORS			11
AMENDMENT OF STOCK OPTION PLAN			12
SHAREHOLDER PROPOSAL REGARDING ANNUAL ADVISORY VOTE ON EXECUTIVE COMPENSATION			14
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON			14
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS			14
PART III CORPORATE GOVERNANCE			15
PART IV COMPENSATION			24
COMPENSATION OF DIRECTORS			24
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS			31
STATEMENT OF EXECUTIVE COMPENSATION			44
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS			50
DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE			50
PART V OTHER INFORMATION			51
NORMAL COURSE ISSUER BID			51
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS			51
SHAREHOLDER PROPOSALS			55
ADDITIONAL INFORMATION			55
APPROVAL BY DIRECTORS			55
SCHEDULE A			A-1
TEXT OF RESOLUTION RATIFYING AND APPROVING AMENDMENTS TO THE STOCK OPTION PLAN			A-1
SCHEDULE B			B-1
SHAREHOLDER PROPOSAL REGARDING ANNUAL ADVISORY VOTE ON EXECUTIVE COMPENSATION			B-1
SCHEDULE C			C-1
METHANEX CORPORATE GOVERNANCE PRINCIPLES			C-1

Methanex		1800 Waterfront Centre		Telephone: 604 661 2600
Corporation		200 Burrard Street		Facsimile: 604 661 2602
		Vancouver, British Columbia
		Canada V6C 3M1		www.methanex.com

March 5, 2010

INVITATION TO SHAREHOLDERS

On behalf of the Board of Directors of Methanex Corporation, I would like to invite you to join us at our Annual General Meeting of shareholders. The meeting will be held at the Vancouver Convention Centre — East Building in Vancouver, British Columbia on Thursday, April 29, 2010 at 10:00 a.m.

At the meeting, we will be voting on a number of important matters, including a shareholder proposal regarding an advisory vote on executive compensation. We hope you will take the time to consider the information describing these matters 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 Information Circular. If you are a “non-registered” shareholder, follow the instructions that you should receive from or on behalf of your intermediary to ensure that your shares get voted at the meeting according to your wishes.

The Board is not in favour of adopting an annual advisory vote on executive compensation for the reasons described in Schedule B to our Information Circular. However, we have recently implemented a web-based survey to enable shareholders to provide direct feedback on our approach to executive compensation and we encourage all shareholders to provide us with comments using this survey. Please see page 22 of the Information Circular for more information.

The meeting is a valuable forum for you to learn more about our 2009 performance and hear first-hand our strategy for the future. It will also provide you with an excellent opportunity to meet the Company’s directors and senior management and ask them any questions you may have.

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 the investor relations section of our website: www.methanex.com.

METHANEX CORPORATION

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

The Annual General Meeting (the “Meeting”) of the shareholders of Methanex Corporation (the “Company”) will be held at the following time and place:

DATE:		Thursday, April 29, 2010
TIME:		10:00 a.m. (Vancouver time)
PLACE:		Meeting Rooms 1 to 3 (Parkview Terrace) Vancouver Convention Centre — East Building 999 Canada Place Vancouver, British Columbia

The Meeting is being held for the following purposes:

	1.		to receive the Consolidated Financial Statements for the financial year ended December 31, 2009 and the Auditors’ Report on such statements;
	2.		to elect directors;
	3.		to reappoint the auditors and authorize the Board of Directors to fix the remuneration of the auditors;
	4.		to consider and, if thought fit, pass an ordinary resolution to ratify, confirm and approve certain amendments to the Company’s Stock Option Plan, the full text of which resolution is set out in Schedule A to the Information Circular accompanying this notice;
	5.		to consider the shareholder proposal regarding an annual advisory vote on executive compensation as described in Schedule B to the Information Circular accompanying this notice; and
	6.		to transact such other business as may properly come before the Meeting.

If you hold 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 toll free in North America 1 866 781 3111 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 5th day of March, 2010.

METHANEX CORPORATION

INFORMATION CIRCULAR

Information contained in this Information Circular is given as at March 5, 2010 unless otherwise stated.

PART I VOTING

Solicitation of proxies

This Information Circular is provided 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 the shareholders of the Company to be held at the time and place (including any adjournment thereof) and for the purposes described 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 26, 2010 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 that 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 12, 2010 (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 the Record Date. As of March 5, 2010, there were 92,127,192 Common Shares outstanding. As of that date, to the knowledge of the directors and senior officers of the Company, no persons beneficially owned, directly or indirectly, or exercised control or direction over Common Shares carrying more than 10% of the voting rights of the Company.

Can I vote Common Shares that I acquired after the Record Date (March 12, 2010)?

No. Only Common Shares that are held by a shareholder on the Record Date are entitled to be voted at the Meeting.

How do I vote?

If you are a Registered Shareholder, there are two ways in which you can vote your shares. You can either vote by proxy or vote in person at the Meeting.

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 the Meeting as your proxyholder. In the proxy, you can either direct your proxyholder as to 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 “How do I revoke 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, when you arrive at the Meeting.

What if I am not a Registered Shareholder?

Many shareholders are “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). 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 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 you to provide your voting instructions by telephone, on the Internet, by mail or by fax. You should carefully follow the directions and instructions received from your intermediary to ensure that your Common Shares are voted at the Meeting.

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. You will not need to complete any voting or proxy form as your vote will be taken at the Meeting. Please register with the transfer agent, CIBC Mellon Trust Company, when you arrive at the Meeting.

What is a proxy?

A proxy is a document that authorizes someone else to attend the Meeting and cast your votes for you. Registered Shareholders may use the enclosed proxy form, or any other valid proxy form, to appoint a proxyholder. The enclosed proxy form authorizes the proxyholder to vote and otherwise act for you at the Meeting, including any continuation after adjournment of the Meeting.

If you are a Registered Shareholder and you complete the enclosed proxy form by marking the appropriate boxes, your shares will be voted as instructed. If you do not mark any boxes, your proxyholder can vote your shares at his or her discretion. See “How will my shares be voted if I give my proxy?” below.

How do I appoint 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 person’s name in the blank space provided on the enclosed proxy form or complete any other valid proxy form and deliver it to CIBC Mellon Trust Company within the time specified below 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 holder’s attorney as authorized in writing) and then delivered to the Company’s transfer agent, CIBC Mellon Trust Company, in the envelope provided or by fax to (416) 368 2502 or toll free in North America 1 866 781 3111 and received no later than 24 hours (excluding Saturdays, Sundays and holidays) 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 all resolutions proposed by management and against the shareholder proposal regarding an annual advisory vote on executive compensation described in Schedule B. 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 that 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.

How do I revoke a proxy?

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 their intermediaries to change their vote and if necessary revoke their proxy.

If you are a Registered Shareholder and you wish 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, P.O. Box 721, Agincourt, ON M1S 0A1, Canada or by fax to (416) 368 2502 or toll free in North America 1 866 781 3111, or by mail to the registered office of the Company, Suite 1800, 200 Burrard Street, Vancouver, BC V6C 3M1, Canada, Attention: Corporate Secretary, or by fax to the Company to (604) 661 2602, 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 hand-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 described in “How do I appoint a proxyholder” above, you will be able to vote your shares in person at the Meeting.

Who pays for this solicitation of proxies?

The cost of this solicitation of proxies is paid by the Company. It is expected that the solicitation will be primarily by mail, but proxies 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 on behalf of its management. 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 that may be incurred by them in performing their services. The Company may also reimburse brokers or other persons 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.

Who counts the votes?

The Company’s 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 legal requirements.

How do I contact the transfer agent?

If you have any inquiries, the Company’s principal registrar and transfer agent is CIBC Mellon Trust Company, and can be contacted as follows:

Email:		inquiries@cibcmellon.com
Toll-free:		1 800 387 0825
Telephone:		(416) 643 5500
Fax:		(416) 643 5501
Mail:		CIBC Mellon Trust Company PO Box 7010 Adelaide Street Postal Station Toronto, Ontario M5C 2W9

The Company’s co-registrar and co-transfer agent in the United States is the Registrar and Transfer Company; however, all shareholder inquiries should be directed to CIBC Mellon Trust Company.

PART II BUSINESS OF THE MEETING

RECEIVE THE FINANCIAL STATEMENTS

The consolidated financial statements for the year ended December 31, 2009 will be received by shareholders of the Company at the Annual General Meeting of the Company and are included in the Annual Report, which has been mailed to Registered Shareholders as required under the Canada Business Corporations Act (“CBCA”) and to non-registered shareholders that have requested such financial statements 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 Company has a majority voting policy for election of directors that is described on page 22. The articles of the Company provide that the Company have a minimum of 3 and a maximum of 15 directors. The bylaws of the Company state 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 Board of Directors, on an annual basis, considers the size of the Board and on March 5, 2010, the directors determined that the Board of Directors shall consist of 11 directors, such size being consistent with effective decision-making.

The Corporate Governance Committee recommends to the Board nominees for election as directors. The process by which the Committee identifies new candidates for nomination to the Board of Directors is described on page 20, under the heading “Nominating Committee and Nomination Process.” The persons listed below are being proposed for nomination for election at the Meeting. The persons named as proxyholders in the accompanying proxy, if not expressly directed otherwise, will vote the Common Shares for which they have been appointed proxyholder in favour of electing those persons listed below as nominees for directors.

The following table sets out the names, ages and places of residence of all the persons to be nominated for election as directors, along with other relevant information, including the number and market value of Common Shares⁽¹⁾, Deferred Share Units (“DSUs”)⁽²⁾ and Restricted Share Units (“RSUs”)⁽³⁾ held by each of them as at the date of this Information Circular. In the case of Mr. Aitken, the Company’s President and Chief Executive Officer, the table sets out the number of Performance Share Units (“PSUs”)⁽⁴⁾ and DSUs that he holds. Information regarding Mr. Aitken’s stock options⁽⁵⁾ and other holdings can be found in the “Outstanding Option-Based Awards and Share-Based Awards” table on page 46. The table also sets out whether a nominee is independent or not independent. See page 17 for information on how director independence is determined. Unless otherwise stated, all Canadian dollar amounts in the table below have been converted to US dollars at a conversion rate of 1.142, being the Bank of Canada average noon rate for 2009.

		BRUCE AITKEN Age: 55 Vancouver, BC, Canada Director since: July 2004 Not Independent		Mr. Aitken is 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 from September 2003 and prior to that he was Senior Vice President, Asia Pacific of the Company (based in New Zealand). He has also held the position of Vice President, Corporate Development (based in Vancouver). He has been an employee of the Company and its predecessor methanol companies for about 19 years. Prior to joining the Company, Mr. Aitken was Executive Director of Cape Horn Methanol (now Methanex Chile) in Santiago. 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).

				Total 2009 Attendance
		2009		at Board and Committee
Board / Committee Memberships(6)		Attendance		meetings						Other Current Board Memberships
Member of the Board		6 of 6		6 of 6			100	%		Chair, Advisory Board, Centre for CEO Leadership, Sauder School of Business, (educational institution) (since 2009)
Share and Share Equivalents Held as of March 5, 2010:

Total of PSUs

(50% of

Total Market Value of

balance),

Common Shares,

Minimum Shareholding

Meets Stock

Common

Total DSUs

Common Shares

DSUs and PSUs(7)

Requirements

Ownership

Shares

and PSUs

and DSUs

US$

CDN$

US$

CDN$

Guidelines?(8)

125,153

453,304

439,370

9,122,122

10,417,463

4,903,678

5,600,000

Yes

		HOWARD BALLOCH Age: 58 Beijing, China Director since: December 2004 Independent		Mr. Balloch is President of The Balloch Group. Based in Beijing, The Balloch Group is a private investment advisory and merchant banking firm specializing in China and other Asian markets. Prior to this, from 1996 to 2001, Mr. Balloch was the Canadian Ambassador to the People’s Republic of China. Mr. Balloch holds a Bachelor of Arts (Honours) in Political Science and Economics and a Masters Degree in International Relations, both from McGill University, Montreal.

				Total 2009 Attendance
		2009		at Board and Committee
Board / Committee Memberships		Attendance		meetings						Other Current Board Memberships
Member of the Board Corporate Governance Committee Human Resources Committee Public Policy Committee (Chair)		6 of 6 3 of 3 4 of 4 2 of 2		15 of 15			100	%		Ivanhoe Mines Ltd. (since 2005) Ivanhoe Energy Inc. (since 2002) Tiens Biotech Group (USA) Inc. (since 2003)
Share and Share Equivalents Held as of March 5, 2010:

Total Market Value of

Total of

Common Shares,

Minimum Shareholding

Meets Stock

Common

Total DSUs and

Common Shares,

DSUs and RSUs(7)

Requirements

Ownership

Shares

RSUs

DSUs and RSUs

US$

CDN$

US$

CDN$

Guidelines?(8)

4,000

18,603

22,603

469,279

535,917

175,131

200,000

Yes

		PIERRE CHOQUETTE Age: 67 Vancouver, BC, Canada Director since: October 1994 Independent		Mr. Choquette is a corporate director and is 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. He was a Company employee for nine years. Mr. Choquette intends to resign as Chairman of the Board effective May 1, 2010, but will remain as a director of the Company assuming he is re-elected at the Meeting. Mr. Choquette holds a Bachelor of Arts, Bachelor of Science and a Master of Science in Chemical Engineering from Laval University, Quebec City. He is also a graduate of the Advanced Management Program at the Harvard Graduate School of Business Administration.

				Total 2009 Attendance
		2009		at Board and Committee
Board / Committee Memberships(9)		Attendance		meetings		Other Current Board Memberships
Member of the Board		6 of 6		6 of 6      100%		Canada Pension Plan Investment Board (government agency) (since 2008)
Share and Share Equivalents Held as of March 5, 2010:

Total Market Value of

Total of

Common Shares,

Minimum Shareholding

Meets Stock

Common

Total DSUs and

Common Shares,

DSUs and RSUs(7)

Requirements

Ownership

Shares

RSUs

DSUs and RSUs

US$

CDN$

US$

CDN$

Guidelines?(8)

27,508

56,329

83,837

1,740,609

1,987,775

656,743

750,000

Yes

		PHILLIP COOK Age: 63 Austin, Texas, USA Director since: May 2006 Independent		Mr. Cook is a corporate director. He held the position of Senior Advisor of The Dow Chemical Company from June 2006 until his retirement in January 2007. Dow Chemical provides chemical, plastic and agricultural products and services. Prior to his Senior Advisor position, Mr. Cook was Corporate Vice President, Strategic Development and New Ventures of Dow Chemical from 2005. Mr. Cook previously held senior positions with Dow Chemical including Senior Vice President, Performance Chemicals and Thermosets from 2003, and from 2000 he held the position of Business Vice President, Epoxy Products and Intermediates. Mr. Cook holds a Bachelor of Mechanical Engineering from the University of Texas at Austin.

				Total 2009 Attendance
		2009		at Board and Committee
Board / Committee Memberships		Attendance		meetings						Other Current Board Memberships
Member of the Board Audit, Finance and Risk Committee Public Policy Committee Responsible Care Committee (Chair)		6 of 6 8 of 8 2 of 2 3 of 3		19 of 19			100	%		Member, College of Engineering Foundation Advisory Board of the University of Texas at Austin (educational institution)
Share and Share Equivalents Held as of March 5, 2010:

Total Market Value of

Total of

Common Shares,

Minimum Shareholding

Meets Stock

Common

Total DSUs and

Common Shares,

DSUs and RSUs(7)

Requirements

Ownership

Shares

RSUs

DSUs and RSUs

US$

CDN$

US$

CDN$

Guidelines?(8)

12,500

11,846

24,346

505,467

577,244

175,131

200,000

Yes

		THOMAS HAMILTON Age: 66 Houston, Texas, USA Director since: May 2007 Independent		Mr. Hamilton has been co-owner of Medora Investments, LLC, a private investment firm in Houston, Texas, since April 2003. Mr. Hamilton was Chairman, President and Chief Executive Officer of EEX Corporation, an oil and natural gas exploration and production company, from January 1997 until his retirement in November 2002. From 1992 to 1997, Mr. Hamilton served as Executive Vice President of Pennzoil Company and as President of Pennzoil Exploration and Production Company, one of the largest US-based independent oil and gas companies. Previously, Mr. Hamilton held senior positions at other oil and gas companies including BP and Standard Oil Company. Subject to his re-election as a director of the Company at the Meeting, Mr. Hamilton will become the new Chairman of the Board of the Company effective May 1, 2010. Mr. Hamilton holds a Master of Science and a PhD in Geology from the University of North Dakota. He also has a Bachelor of Science in Geology from Capital University, Columbus, Ohio.

		2009		Total 2009 Attendance
Board / Committee Memberships		Attendance		at Board and Committee meetings				Other Current Board Memberships
Member of the Board		6 of 6						FMC Technologies, Inc. (since 2001)
								HCC Insurance Holdings, Inc. (since 2008)
								Hercules Offshore Inc. (since 2004)
Audit, Finance and Risk Committee		5 of 5						Mental Health and Mental Retardation Authority, Harris
Corporate Governance Committee (Chair)		3 of 3		17 of 17				County, Texas (not for profit quasi-government
Responsible Care Committee		3 of 3				100%		agency) (since 2000)
Share and Share Equivalents Held as of March 5, 2010:

Total Market Value of

Total of

Common Shares,

Minimum Shareholding

Meets Stock

Common

Total DSUs and

Common Shares,

DSUs and RSUs(7)

Requirements

Ownership

Shares

RSUs

DSUs and RSUs

US$

CDN$

US$

CDN$

Guidelines?(8)

12,000

11,846

23,846

495,086

565,389

175,131

200,000

Yes

		ROBERT KOSTELNIK Age: 58 Corpus Christi, Texas, USA Director since: September 2008 Independent		Mr. Kostelnik has been the President and CEO of Cinatra Clean Technologies, Inc. since 2008. Cinatra is the exclusive provider in the United States of the automated BLABO tank cleaning system to the refining, pipeline and terminal sectors of the oil and gas industry. He held the position of Vice President of Refining for CITGO Petroleum Corporation from July 2006 until his retirement in 2007. Mr. Kostelnik held a number of senior positions during his 16 years with CITGO, a company that refines and markets petrochemical products. Previously, Mr. Kostelnik held various management positions at Shell Oil Company. Mr. Kostelnik holds a Bachelor of Science (Mechanical Engineering) with honours from the University of Missouri and is a Registered Professional Engineer.

				Total 2009 Attendance
		2009		at Board and Committee
Board / Committee Memberships		Attendance		meetings						Other Current Board Memberships
Member of the Board Public Policy Committee Responsible Care Committee		6 of 6 2 of 2 3 of 3		11 of 11			100	%		Association of Chemical Industry of Texas (industry association) (since 2004) Port of Corpus Christi (Texas) Authority (government agency) (since 2010)
Share and Share Equivalents Held as of March 5, 2010:

Total Market Value of

Total

Total of

Common Shares,

Minimum Shareholding

Common

DSUs and

Common Shares,

DSUs and RSUs(7)

Requirements

Ownership

Shares

RSUs

DSUs and RSUs

US$

CDN$

US$

CDN$

Guidelines?(8)

18,300

8,593

26,893

558,348

637,633

175,131

200,000

Yes

		DOUGLAS MAHAFFY Age: 64 Toronto, Ontario, Canada Director since: May 2006 Independent		Mr. Mahaffy held the position of Chairman and Chief Executive Officer of McLean Budden Limited from October 1989 to February 2008. On February 29, 2008, Mr. Mahaffy retired as Chief Executive Officer of McLean Budden; however, he remains Chairman until March 15, 2010. Mr. Mahaffy was also President of McLean Budden from October 1989 until September 2006. McLean Budden is an investment management firm that administers over $35 billion in assets for pension, foundation and private clients in Canada, the United States, Europe and Asia. Mr. Mahaffy holds a Bachelor of Arts and a Master of Business Administration, both from York University, Toronto.

				Total 2009 Attendance
		2009		at Board and Committee
Board / Committee Memberships		Attendance		meetings						Other Current Board Memberships
Member of the Board Corporate Governance Committee Human Resources Committee Public Policy Committee		6 of 6 3 of 3 4 of 4 2 of 2		15 of 15			100	%		Chairman, McLean Budden Limited (private) (since 1989) Canada Pension Plan Investment Board (government agency) (since 2009)(10)
Share and Share Equivalents Held as of March 5, 2010:

Total Market Value of

Total of

Common Shares,

Minimum Shareholding

Meets Stock

Common

Total DSUs and

Common Shares,

DSUs and RSUs(7)

Requirements

Ownership

Shares

RSUs

DSUs and RSUs

US$

CDN$

US$

CDN$

Guidelines?(8)

0

27,007

27,007

560,715

640,336

175,131

200,000

Yes

		A. TERENCE (TERRY) POOLE Age: 67 Calgary, Alberta, Canada Director since: February 1994(11) Independent		Mr. Poole is a corporate director. He held the position of Executive Vice President, Corporate Strategy and Development of NOVA Chemicals Corporation, a commodity chemical company, from May 2000 to June 2006. Prior to this, Mr. Poole held the position of Executive Vice President, Finance and Strategy of NOVA from 1998 to 2000 and the position of Senior Vice President and Chief Financial Officer of NOVA Corporation from 1994 to 1998.
				Mr. Poole is a Chartered Accountant and holds a Bachelor of Commerce from Dalhousie University, Halifax. He is a member of the Canadian, Quebec and Ontario Institutes of Chartered Accountants and is also a member of the Financial Executives Institute.

				Total 2009 Attendance
		2009		at Board and Committee
Board / Committee Memberships		Attendance		meetings				Other Current Board Memberships
Member of the Board		6 of 6		19 of 19		100%		Pengrowth Corporation (since 2005)
Audit, Finance and Risk Committee (Chair)(12)		8 of 8
Corporate Governance Committee		3 of 3
Public Policy Committee		2 of 2

Share and Share Equivalents Held as of March 5, 2010:

Meets Stock

Total of

Total Market Value of Common Shares,

Minimum Shareholding

Ownership

Common

Total DSUs and

Common Shares,

DSUs and RSUs(7)

Requirements

Guidelines?

Shares

RSUs

DSUs and RSUs

US$

CDN$

US$

CDN$

(8)

35,000

31,435

66,435

1,379,312

1,575,174

175,131

200,000

Yes

		JOHN REID Age: 62 Vancouver, British Columbia, Canada Director since: September 2003 Independent		Mr. Reid is a corporate director. Mr. Reid held the position of President and Chief Executive Officer of Terasen Inc., an energy distribution and transportation company, from November 1997 to November 2005. Prior to this, he was Executive Vice President and Chief Financial Officer of Terasen for two years.
				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.

				Total 2009 Attendance
		2009		at Board and Committee
Board / Committee Memberships		Attendance		meetings						Other Current Board Memberships
Member of the Board Audit, Finance and Risk Committee Human Resources Committee (Chair) Responsible Care Committee		6 of 6 7 of 8 4 of 4 3 of 3		20 of 21			95	%		Corix Infrastructure Inc. (private) (since 2006) Corix Water Products Inc. (private) (since 2006) Finning International Inc. (since 2006)

Share and Share Equivalents Held as of March 5, 2010:

Total Market Value of

Meets Stock

Total of

Common Shares,

Minimum Shareholding

Ownership

Common

Total DSUs and

Common Shares,

DSUs and RSUs(7)

Requirements

Guidelines?

Shares

RSUs

DSUs and RSUs

US$

CDN$

US$

CDN$

(8)

10,000

36,408

46,408

963,515

1,100,334

175,131

200,000

Yes

		JANICE RENNIE Age: 52 Edmonton, Alberta, Canada Director since: May 2006 Independent		Ms. Rennie is a corporate director. From 2004 to 2005, Ms. Rennie was Senior Vice President, Human Resources and Organizational Effectiveness for EPCOR Utilities Inc. At that time EPCOR built, owned and operated power plants, electrical transmission and distribution networks, water and wastewater treatment facilities and infrastructure in Canada and the United States. Prior to 2004, Ms. Rennie was Principal of Rennie & Associates and held senior positions in a number of other private firms. Rennie & Associates provided investment and related advice to small and mid-sized companies.
				Ms. Rennie holds a Bachelor of Commerce from the University of Alberta and is a Fellow of the Institute of Chartered Accountants of Alberta.

				Total 2009 Attendance
		2009		at Board and Committee
Board / Committee Memberships		Attendance		meetings						Other Current Board Memberships
Member of the Board Audit, Finance and Risk Committee Human Resources Committee		6 of 6 8 of 8 4 of 4		18 of 18			100	%		Capital Power Corporation (since 2009) Greystone Capital Management Inc. (private) (since 2003) Matrikon Inc. (since 2003) Teck Resources Limited (since 2007) West Fraser Timber Co. Ltd. (since 2004)

Share and Share Equivalents Held as of March 5, 2010:

Total Market Value of

Meets Stock

Total of

Common Shares,

Minimum Shareholding

Ownership

Common

Total DSUs and

Common Shares,

DSUs and RSUs(7)

Requirements

Guidelines?

Shares

RSUs

DSUs and RSUs

US$

CDN$

US$

CDN$

(8)

2,000

15,172

17,172

356,522

407,148

175,131

200,000

Yes

		MONICA SLOAN Age: 55 Calgary, Alberta, Canada Director since: September 2003 Independent		Ms. Sloan is a corporate director. She was Chief Executive Officer of Intervera Ltd. from January 2004 to December 2008. Intervera provided 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 holds a Master of Engineering from Stanford University and a Master of Business Administration from the Harvard Graduate School of Business Administration.

				Total 2009 Attendance
		2009		at Board and Committee
Board / Committee Memberships		Attendance		meetings						Other Current Board Memberships
Member of the Board Corporate Governance Committee Human Resources Committee Responsible Care Committee		6 of 6 3 of 3 4 of 4 3 of 3		16 of 16			100	%		Industrial Alliance Pacific Insurance and Financial Services Inc. (since 2003)

Share and Share Equivalents Held as of March 5, 2010:

Total Market Value of

Meets Stock

Total of

Common Shares,

Minimum Shareholding

Ownership

Common

Total DSUs and

Common Shares,

DSUs and RSUs(7)

Requirements

Guidelines?

Shares

RSUs

DSUs and RSUs

US$

CDN$

US$

CDN$

(8)

3,000

42,034

45,034

934,988

1,067,756

175,131

200,000

Yes

Summary of Board and Committee Meetings
For the 12 month period ending December 31, 2009

Board of Directors			6
Audit, Finance and Risk Committee			8
Corporate Governance Committee			3
Human Resources Committee			4
Public Policy Committee			2
Responsible Care Committee			3

Summary of Attendance of Directors at Board and Committee Meetings
For the 12 month period ending December 31, 2009

%

Board

% Board

Committee

Committee

Total Board and Committee

Meetings

Meetings

Meetings Attended

Meetings

Meetings Attended

Director

Attended

Attended

#

Committee

Attended

#

%

Bruce Aitken(1)

6 of 6

100%

—

—

6 of 6

100%

Howard Balloch

6 of 6

100%

3 of 3

Corporate Governance

100%

15 of 15

100%

4 of 4

Human Resources

100%

2 of 2 (Chair)

Public Policy

100%

Pierre Choquette(2)

6 of 6

100%

—

—

6 of 6

100%

Phillip Cook(3)

6 of 6

100%

8 of 8

Audit, Finance and Risk

100%

19 of 19

100%

2 of 2

Public Policy

100%

3 of 3 (Chair)

Responsible Care

100%

Thomas Hamilton(4)

6 of 6

100%

5 of 5

Audit, Finance and Risk

100%

17 of 17

100%

3 of 3 (Chair)

Corporate Governance

100%

3 of 3

Responsible Care

100%

Robert Kostelnik

6 of 6

100%

2 of 2

Public Policy

100%

11 of 11

100%

3 of 3

Responsible Care

100%

Douglas Mahaffy

6 of 6

100%

3 of 3

Corporate Governance

100%

15 of 15

100%

4 of 4

Human Resources

100%

2 of 2

Public Policy

100%

A. Terence Poole

6 of 6

100%

8 of 8 (Chair)

Audit, Finance and Risk

100%

19 of 19

100%

3 of 3

Corporate Governance

100%

2 of 2

Public Policy

100%

John Reid

6 of 6

100%

7 of 8

Audit, Finance and Risk

88%

20 of 21

95%

4 of 4 (Chair)

Human Resources

100%

3 of 3

Responsible Care

100%

Janice Rennie

6 of 6

100%

8 of 8

Audit, Finance and Risk

100%

18 of 18

100%

4 of 4

Human Resources

100%

Monica Sloan

6 of 6

100%

3 of 3

Corporate Governance

100%

16 of 16

100%

4 of 4

Human Resources

100%

3 of 3

Responsible Care

100%

Total

100%

99%

99%

REAPPOINTMENT AND REMUNERATION OF AUDITORS

The directors of the Company recommend the reappointment 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 also recommended that the remuneration to be paid to the auditors be determined by the directors of the Company.

The persons named as proxyholders in the accompanying proxy, if not expressly directed to the contrary, will vote the Common Shares for which they have been appointed proxyholder to reappoint 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.

Principal Accountant Fees and Services

Pre-Approval Policies and Procedures

The Company’s 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 by 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, must be coordinated and approved by the Chief Financial Officer to further ensure that adherence to this policy is monitored.

Audit and Non-Audit Fees Billed by the Independent Auditors

Fees billed by KPMG LLP during the years ended December 31, 2009 and December 31, 2008 were as follows:

US$000s		2009				2008
Audit Fees			1,429				1,409
Audit-Related Fees			166				26
Tax Fees			186				217
All Other Fees			—				—
Total			1,781				1,652

Each fee category is described below.

Audit Fees

Audit fees were billed for professional services rendered by the external auditors for the audit of the Company’s consolidated financial statements; statutory audits of the financial statements of the Company’s subsidiaries; quarterly reviews of the Company’s 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 fees billed in 2009 and 2008 were in respect of an “integrated audit” performed by KPMG LLP. The integrated audit encompasses an opinion on the fairness of presentation of the Company’s financial statements as well as an opinion on the effectiveness of the Company’s internal controls over financial reporting.

Audit-Related Fees

Audit-related fees were billed 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; and consultations related to the Company’s transition to international financial reporting standards (“IFRS”) and the accounting or disclosure treatment of other transactions.

Tax Fees

Tax fees were billed for professional services rendered for tax compliance and tax advice. These services consisted of: tax compliance, including the review of tax returns; assistance in completing routine tax schedules and calculations; and advisory services relating to domestic and international taxation.

AMENDMENT OF STOCK OPTION PLAN

The Company has a Stock Option Plan (the “Plan”) under which options to purchase Common Shares may be granted to key employees of the Company and its subsidiaries. Information regarding the Plan is set out on pages 38 and 51 under “Stock Option Plan.”

Over the past many years the Company has reduced reliance on stock options as a reward and retention tool. Prior to 2003, the Company’s Long-Term Incentive Plan was exclusively comprised of stock options for both executives and directors. Commencing in 2003, directors ceased to be granted stock options and instead have received only non-dilutive share units and executives have received a percentage of their long-term incentive awards as stock options with the remainder received in the form of non-dilutive share units. In 2006, the Company adopted a Performance Share Unit (“PSU”) Plan and since that time all executive officers and other employees who participate in the Company’s Long-Term Incentive Plan have received 50% of the value of their long-term incentive awards in the form of PSUs and 50% in the form of stock options.

The Board recognizes the need to strike a proper balance between a long-term compensation program for management employees to align their interests with those of shareholders and shareholder concerns regarding dilution caused by the ongoing granting and exercising of options. In late 2008, the Human Resources Committee determined that due to the Company’s share buy back program the number of Common Shares outstanding had steadily decreased over the past several years and that, despite significant progress in reducing dilution by restructuring the Company’s Long-Term Incentive Plan to include first Restricted Share Units (“RSUs”) and later PSUs, increasingly higher dilution would occur in the future if the then-current stock option grant levels were maintained. In 2009, the Company received approval from shareholders to increase the stock option reserve to provide sufficient options for the 2009 grant and potentially a 2010 grant. However, the Human Resources Committee also requested that management review Long-Term Incentive Plan design alternatives.

Accordingly, in 2009, Towers Perrin was retained to review Long-Term Incentive Plan design alternatives and, based on a number of factors, including information provided by management as well as by Towers Perrin, the Human Resources Committee endorsed, in concept, the restructuring of the Long-Term Incentive Plan to provide for a combination of stock appreciation rights (“SARs”) and PSUs. A SAR provides an employee with essentially the same compensation as the employee would have received by exercising an option and immediately selling the underlying Common Share, but without increasing the number of outstanding Common Shares (which would dilute the interests of shareholders). The Human Resources Committee reviewed comprehensive information showing the impact of implementing the proposed new SAR plan including the effect on CEO and executive compensation, accounting, cash flow and stock option reserve, as well as a review of the personal tax impact for employees in each jurisdiction in which the Company has employees.

In order to ensure that employees in all jurisdictions will not be tax disadvantaged by the introduction of a SAR plan, management recommended to the Human Resources Committee that:

	•		employees in all jurisdictions except for Canada, Belgium and Trinidad should receive stand-alone SARs as the tax impact of switching from stock options to SARs in these jurisdictions is neutral;
	•		employees in Belgium and Trinidad should continue to receive stand-alone stock options as the tax treatment of SARs is disadvantageous compared to options; and
	•		employees in Canada should receive stock options with tandem SARs attached because tandem SARs retain the tax attributes of stock options without the need for stock options to be exercised.1

In January 2010, the Human Resources Committee and the Board approved these recommendations and also approved a new SAR plan as well as amendments to the Plan to provide for stock options with tandem SARs. In addition, the Board reaffirmed the policy that the value of the Long-Term Incentive Plan in 2010 was to be delivered 50% in the form of SARs (or stock options with tandem SARs or stand-alone stock options) and 50% as PSUs.

The table below shows the total number of stand-alone SARs, stock options with tandem SARs and stand-alone stock options that were granted to employees on March 5, 2010. The Board’s approval of the amendments to the Company’s Stock Option Plan to provide for tandem SARs and the grant of tandem SARs on March 5, 2010 are subject to shareholder approval as described below under “Approvals Required”.

		Number Granted				% of Total Granted
Type of LTI		March 5, 2010				March 5, 2010
Stand-alone SARs			394,065				32.6	%
Stock options with tandem SARs (Canada)(1)			725,505				60.0	%
Stand-alone stock options (Belgium and Trinidad)			89,250				7.4	%
Total			1,208,820

The Proposed Amendments

The Board has approved an amended and restated Stock Option Plan (the “Amended Option Plan”). The Amended Option Plan provides for future grants of either stand-alone stock options or stock options with tandem SARs attached. The exercise of a tandem SAR will provide option holders with a right to exchange the attached option for a cash payment approximately equal in value to the amount that they would otherwise realize if they had exercised such option and immediately sold the underlying Common Share.

Under the terms of the Amended Option Plan, a tandem SAR entitles the holder to surrender the related option granted under the Amended Option Plan and to receive a cash amount equal to the excess of the “fair market value” over the “grant price” of the related option, net of any applicable withholding taxes and other required source deductions. The Amended Option Plan defines “grant price” for this purpose as the US dollar equivalent of the closing price of a Common Share on the Toronto Stock exchange (“TSX”) on the most recent day preceding the grant date upon which Common Shares were traded on the TSX. The US dollar equivalent of the closing price shall be calculated using the US Dollar/Canadian Dollar Daily Noon Rate as published by the Bank of Canada on the same day that the closing price is established for the grant date. “Fair market value” means the closing price of a Common Share on the Nasdaq Global Market (“Nasdaq”) on the most recent day preceding the exercise date upon which Common Shares were traded on the Nasdaq. Tandem SARs are granted under the Amended Option Plan in an amount equal to the number of options. Each exercise of a tandem SAR automatically terminates the option attached to such SAR. Unexercised tandem SARs terminate when the related option is exercised or the option terminates.

The Amended Option Plan provides that Common Shares subject to any option surrendered on exercise of a tandem SAR will be credited to the Company’s share reserve and will be available for future options granted under the Amended Option Plan. Therefore, the exercise of tandem SARs will reduce the need for further increases in the number of Common Shares reserved for options and will decrease dilution.

Based on historical data, the Company believes that most employees will exercise the tandem SARs instead of exercising the attached options. In the past, with stand-alone options, employees have had the ability to perform a “cashless exercise”. A cashless exercise occurs where options are exercised for Common Shares and then all of these shares are sold immediately. This enables the option holder to convert options to cash without having to provide personal funds to acquire the underlying Common Shares. The exercise of a tandem SAR is similar to a cashless option exercise and provides the employee with essentially the same cash compensation that would have been received through a cashless option exercise. Over the past five years, 96% of all options exercised by employees of the Company were by way of cashless exercise. It is, therefore, anticipated that most holders of options with tandem SARs will exercise the tandem SARs instead of the underlying options. In addition, employees who hold options with tandem SARs will no longer have the ability to perform a “cashless exercise” using options. Therefore, the easiest way for employees to convert options to cash will be to exercise the tandem SARs.

In short, the exercise of tandem SARs (instead of underlying options) under the Amended Option Plan provides essentially the same benefits to option holders under the existing Plan without increasing dilution for existing shareholders. It requires the Company to fund the cash benefit of a SAR from operating cash flow rather than issuing new Common Shares (and diluting existing shareholders) when an option is exercised. The Board believes that this is a more sensible way to fund long-term incentives to employees.

In addition, a minor amendment has been made to the Plan to clarify that the maximum number of Common Shares issued to insiders of the Company pursuant to options under the Plan within any one year period, or issuable to insiders of the Company pursuant to options under the Plan at any time, must not, when combined with all of the Company’s other security based compensation arrangements, exceed 10% of the Company’s total issued and outstanding securities.

Approvals Required

On March 5, 2010 the Board of Directors granted officers and employees in Canada 725,505 options to acquire Common Shares with tandem SARs attached. The grant of tandem SARs under the Amended Stock Option Plan is conditional upon the amendments to the Plan as described above (“Stock Option Plan Amendments”) being approved, to the extent necessary, by all applicable regulatory authorities, including the TSX and the Nasdaq (collectively, the “Exchanges”). Under the requirements of the Exchanges and, as described above, the terms of the Plan, the Stock Option Plan Amendments must also be approved by the shareholders of the Company.

Consequently, at the Meeting, shareholders will be asked to consider and, if thought fit, pass an ordinary resolution ratifying, confirming and approving the Stock Option Plan Amendments. Shareholders wishing to receive a copy of the Amended Option Plan should contact the Corporate Secretary of the Company at 604-661-2600. The text of the proposed resolution is set out in Schedule A. This resolution must be passed by a simple majority of the votes cast by shareholders entitled to vote in person or by proxy at the Meeting.

As described above, the Company is also adopting a separate SAR plan for employees who have been granted stand-alone SARs. The TSX does not require that the separate SAR plan be approved by shareholders, as it does not involve an amendment to the Stock Option Plan.

The Board of Directors unanimously recommends that shareholders vote FOR the resolution set out in Schedule A. Unless instructed otherwise, the persons named in our form of proxy will vote FOR the resolution.

SHAREHOLDER PROPOSAL REGARDING ANNUAL ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Company has received a shareholder proposal related to an advisory vote on executive compensation. The Board of Directors unanimously recommends that shareholders vote AGAINST this resolution. Unless instructed otherwise, the persons named in our form of proxy will vote AGAINST the resolution. Please see Schedule B to this Information Circular for complete information regarding this proposal.

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 Company’s 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 and the approval of the Stock Option Plan Amendments. Some of the officers of the Company are eligible to be granted options with tandem SARs in the future under the Stock Option Plan. As a result, they may be considered to have an interest in the approval of the Stock Option Plan Amendments. In addition, certain officers of the Company were granted options with tandem SARs on March 5, 2010, and the issuance of such tandem SARs is conditional upon the Stock Option Plan Amendments being approved by shareholders.

INTEREST OF INFORMED PERSONS 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 Company’s last financial year that has materially affected or would or could materially affect the Company or any of its subsidiaries.

PART III CORPORATE GOVERNANCE

Statement of Corporate Governance Practices

Corporate governance is a key priority for the Company. We define corporate governance as having the appropriate processes and structures in place to ensure that our business is managed in the best interests of our shareholders while keeping in mind the interests of all stakeholders. We believe good corporate governance is critical to the Company’s effective, efficient and prudent operation.

The Company is a Canadian reporting issuer with its Common Shares listed on the TSX, the Nasdaq and the Foreign Securities Market of the Santiago Stock Exchange of Chile. In Canada, we are subject to National Instrument 58-101 — Disclosure of Corporate Governance Practices (the “Disclosure Instrument”) and National Policy 58-201 — Corporate Governance Guidelines (the “Guidelines”). The Disclosure Instrument requires us to disclose certain corporate governance practices that we have adopted, while the Guidelines provide guidance on various corporate governance practices that companies like ours should adopt. The Company also closely monitors the development of corporate governance issues in Canada and adopts best practices where such practices are aligned with our values and our goal of continuous improvement. A brief description of our corporate governance practices, with reference to the areas set out in the Disclosure Instrument and the Guidelines, follows.

1. 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. A copy of the Corporate Governance Principles can be found in Schedule C attached to this Information Circular and on our website.

2010 Board Objectives

Every year the Board of Directors establishes an annual set of “Board Objectives.” In late 2009, the Board established several key objectives for 2010 including:

	•		focus on developments in each of the key production regions of Chile, New Zealand, Egypt and Trinidad, particularly with respect to gas exploration and development in Chile and New Zealand and the completion and start-up of the new Egypt methanol facility;
	•		closely monitor cash management and liquidity to enable the Company to execute its business strategy;
	•		focus attention on the reliability of plant assets; and
	•		provide increased focus on our director education program, including more in-depth sessions on key aspects of the business and the industry.

The status of and future actions for each objective are discussed at each Board meeting.

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. All Committee members have been determined to be independent in accordance with Nasdaq rules and Canadian securities regulations and no Committee member was, during 2009, or is currently, an officer or employee of the Company or any of its subsidiaries.

The following table lists each of our Board Committees, its members and a summary of its key responsibilities.

Meetings

Overall

in 2009

Attendance

Committee

Members

(#)

%

Summary of Key Responsibilities

Audit, Finance and Risk Committee(1)

A. Terence Poole (Chair)(2) Phillip Cook Thomas Hamilton

8

97

%

•   assisting the Board in fulfilling its oversight responsibility relating to:

John Reid Janice Rennie

•   the integrity of the Company’s financial statements

•   the financial reporting process

•   systems of internal accounting and financial controls

•   professional qualifications and independence of the external auditors

•   performance of the external auditors

•   risk management processes

•   financing plans and pension plans

•   compliance by the Company with ethics policies and legal and regulatory requirements

Corporate Governance Committee

Thomas Hamilton (Chair) Howard Balloch Douglas Mahaffy A. Terence Poole Monica Sloan

3

100

%

•   establishing the appropriate composition and governance of the Board, including compensation of all non-management directors and oversight of the director education program

•   recommending nominees for election or appointment as directors

•   annually assessing and enhancing the performance of the Board, Board Committees and Board members

•   shaping the corporate governance of the Company and developing corporate governance principles for the Company

•   monitoring compliance by the Company with ethics policies and legal and regulatory requirements

•   establishing and reviewing annually, the terms of reference for the Chairman of the Board, the Committee Chairs and individual directors.

Human Resources Committee

John Reid (Chair) Howard Balloch Douglas Mahaffy

4

100

%

•   approving the goals and objectives of the CEO and evaluating the CEO’s performance

Janice Rennie Monica Sloan

•   reviewing and recommending to the Board for approval the remuneration of the Company’s senior executives

•   approving the remuneration of all other employees on an aggregate basis

•   approving the executive compensation discussion and analysis

•   reporting on the Company’s organizational structure, officer succession plans, total compensation practices, human resource policies and executive development programs

•   recommending grants and administrative matters in connection with the Long-Term Incentive Plan

•   reviewing the operations and administration of the Company’s retirement plans

Public Policy Committee

Howard Balloch (Chair) Phillip Cook Thomas Hamilton Robert Kostelnik A. Terence Poole

2

100

%

•   reviewing public policy matters that have a significant impact on the Company, including those relating to government relations and public affairs

Responsible Care Committee

Phillip Cook (Chair) Thomas Hamilton Robert Kostelnik

3

100

%

•   reviewing matters relating to the environment and occupational health and safety issues that impact significantly on the Company

John Reid Monica Sloan

•   overseeing the Company’s Responsible Care ® Policy and Social Responsibility Policy

•   reviewing 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 ®

Director Independence

Independence Status of Directors

Name		Management		Independent		Not Independent
Bruce Aitken		x
Howard Balloch				x
Pierre Choquette				x
Phillip Cook				x
Thomas Hamilton				x
Robert Kostelnik				x
Douglas Mahaffy				x
A. Terence Poole				x
John Reid				x
Janice Rennie				x
Monica Sloan				x

Ten of the 11 nominees who are standing for election to the Company’s Board have been determined by the Board to be independent in accordance with Nasdaq rules and the Disclosure Instrument. Mr. Aitken is the President and Chief Executive Officer of the Company and is therefore not independent.

In accordance with section 6 of our Corporate Governance Principles, the Board must be composed of a substantial majority of independent directors. The mandates of the Audit, Finance and Risk Committee and Corporate Governance Committee state that these committees must be composed wholly of independent directors. The mandate of the Human Resources Committee states that no committee member shall be an officer of the Company. In addition, Section 5 of the Corporate Governance Principles provides that if the Chairman of the Board is not independent, the independent directors on the Board shall select from among themselves a Lead Independent Director.

All Committees of the Board are currently constituted exclusively of independent directors. Mr. Aitken, in his capacity as President and Chief Executive Officer of the Company, and Mr. Choquette, in his capacity as Chairman of the Board, attend Committee meetings.

Other Directorships and Interlocking Relationships

Several of the nominees are directors of other reporting issuers. For details, please refer to the biographies for each nominee under “Election of Directors.” Mr. Choquette and Mr. Mahaffy currently serve together on the board of the Canada Pension Plan Investment Board (“CPP”), the Investment Committee of CPP and the Human Resources and Compensation Committee of CPP. Mr. Choquette has been a member of the CPP board since February 2008 and Mr. Mahaffy since October 2009.

Other than Mr. Choquette and Mr. Mahaffy, there were no nominees who served together as directors on the boards of other corporations or acted together as trustees for other entities during 2009.

In Camera Sessions

Following each in-person meeting of the Board and of the Audit, Finance and Risk Committee and the Human Resources Committee, the independent directors hold regularly scheduled “in camera” sessions at which non-independent directors and members of management are not in attendance. In camera sessions also follow most other Committee meetings. In 2009, the Board held six in-person meetings, the Audit, Finance and Risk Committee held six in-person meetings and the Human Resources Committee held four in-person meetings. In camera sessions were held following each in-person meeting.

Meeting Attendance Records

The cumulative Board and Committee meeting attendance rate for all directors in 2009 was 99%. For information concerning the number of Board and Committee meetings held in 2009, as well as the attendance record of each director for those meetings, see the chart on page 10.

2. Board Mandate

Section 3 of the Company’s Corporate Governance Principles include the Board mandate that describes the Board’s responsibilities. A copy of the Corporate Governance Principles can be found in Schedule C attached to this Information Circular and on our website.

3. Position Descriptions

Board Chairman and Committee Chairs

The Board has developed written position descriptions (which we call “Terms of Reference”) for the Chairman of the Board and each Committee Chair. The Terms of Reference for both the Chairman of the Board and for Committee Chairs can be found on our website.

Individual Directors

The Board has developed written Terms of Reference for individual directors that can be found on our website. Section 4 of the Corporate Governance Principles also sets out the responsibilities of each director.

Chief Executive Officer (“CEO”)

The CEO has a written position description that sets out the position’s key responsibilities. In addition, the CEO has specific annual corporate and personal performance objectives and incentive compensation targets that he is responsible for meeting. These objectives and targets are reviewed, approved and tracked during the year by the Board through the Human Resources Committee. See “Short-Term Incentive Plan” commencing on page 33 for more complete information on these objectives and targets.

Retirement Policy

The Board of Directors has determined that there should not be a mandatory retirement age for directors and the Corporate Governance Principles establish that there should not be cumulative term limits for directors. Section 6 of the Company’s Corporate Governance Principles reflects this policy and states as follows:

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 Company’s operations and business affairs. At the 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.

4. Orientation and Continuing Education

To familiarize directors with the role of the Board, its Committees, the directors and the nature and operation of the Company’s business, all directors are provided with a director’s manual in the form of a CD that contains information covering a wide range of topics including:

•

Duties of directors and directors’ liabilities

•

Board and committee governance documents

•

The Company’s Code of Business Conduct and Vision and Core Values

•

Strategic plans, operational reports, marketing reports and budgets

•

Important corporate policies

•

Recent regulatory filings and analyst reports

•

Information on our corporate and organizational structure

CDs containing updated information are provided to all directors on an ongoing basis. In addition, the Company encourages directors to meet with senior management and to visit our operations and plant locations.

The Board recognizes the importance of ongoing education for directors. Section 4 of the Company’s Corporate Governance Principles states that 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. The Company and all of our directors are members of the Institute of Corporate Directors (“ICD”) and the Company pays the cost of this membership for each director. Many of our directors have attended courses and programs offered by ICD. The Company also encourages directors to attend other appropriate continuing education programs and the Company contributes to the cost of such programs. As well, written materials that are likely to be of interest to directors and that have been published in periodicals, newspapers or by legal or accounting firms are routinely forwarded to directors. Such materials are often also included in a “supplemental reading” section in Board and Committee books.

As one of its key objectives for 2010, the Board has decided to put increased focus on the director education program. The Corporate Governance Committee is responsible for overseeing the program and the Committee has determined, based on feedback from all directors, that the program should focus primarily on providing the directors with more in-depth information about key aspects of the business, including the material risks and opportunities facing the Company and the industry. Each year directors are asked to provide input into the agenda for the following year’s education program. The Committee reviews this input and decides on the areas of focus for the program. Management schedules presentations and seminars covering these areas, some of which are presented by management and others by external consultants or experts.

The Board received a number of presentations in 2009 focused on deepening the Board’s knowledge of the business, the industry and the key risks and opportunities facing the Company as well as regulatory changes materially impacting the Company, such as the Company’s transition to IFRS. The Board also conducts an annual one-day strategy session that provides detailed information on the business environment and trends affecting the Company. In addition, Board meetings are periodically held at a location where the Company has methanol production operations or significant commercial activities. These site visits give directors an extended opportunity to interact with customers, business associates, government officials and high potential employees; tour facilities and gain an in-depth understanding of our global operations.

5. Ethical Business Conduct

Code of Business Conduct

The Company has a written Code of Business Conduct (the “Code”) that applies to all employees, officers and directors. It provides a set of standards meant to help them avoid wrongdoing and to promote honest and ethical behaviour while conducting the Company’s 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 may be found on our website. A printed version is also available upon request to the Corporate Secretary of the Company.

The Board monitors compliance with the Code primarily through the Audit, Finance and Risk Committee and the Corporate Governance Committee. These committees receive regular updates on matters relating to the Code, including an annual report on the activities undertaken by management to maintain and increase Code awareness throughout the organization and the results of surveys designed to determine employee awareness of the Code.

The Code states that suspected Code violations, whether received through the whistle-blower hotline or otherwise, are to be reported to the legal department and the General Counsel shall investigate the matter. The Corporate Governance Committee is made aware of all such reports. Furthermore, the Chair of the Audit, Finance and Risk Committee is advised of all reports that concern accounting or audit matters and the Chair of that Committee and the General Counsel together determine how such a matter should be investigated and by whom.

No material change report has been filed since the beginning of the Company’s most recently completed financial year that pertains to any conduct of a director or executive officer that constitutes a departure from the Code.

Transactions Involving Directors or Officers

The Code of Business Conduct contains a specific provision relating to the need for directors, officers and all employees to avoid conflicts of interest with the Company. Furthermore, the Corporate Governance Committee is mandated to consider questions of independence and possible conflicts of interest of directors and officers. To that end, each director and officer completes an annual questionnaire in which they report on all transactions material to the Company in which they have a material interest. A report of all transactions involving the Company and the directors and executive officers is provided to the Corporate Governance Committee.

CEO Trading Policy

The Company has a policy stating that if the President and Chief Executive Officer intends to sell securities of the Company or exercise options, a press release will be issued no less than five business days in advance of the date of the intended transaction. The press release shall contain information that includes the maximum amount of shares or options intended to be sold or exercised, the expected date of the transaction, the approximate number of Common Shares the President and CEO will hold after the intended transaction, the share ownership guideline applicable to the President and CEO and whether it is reasonably expected that the President and CEO will meet the guideline immediately after the anticipated transaction.

Recoupment Policy

In late 2009, the Board approved a Recoupment Policy that provides for the forfeiture of options, shares or share units or repayment of cash compensation received by employees in certain circumstances where the employee is involved in wrongdoing. For more information on this policy, please see page 41.

Other Measures

The Board takes other steps to encourage and promote a culture of ethical business conduct. First, section 3 of the Company’s Corporate Governance Principles states that the Board has an obligation to satisfy itself as to the integrity of the CEO and other executive officers and that they are creating a culture of integrity throughout the organization. On an annual basis, the Corporate Governance Committee considers and reports to the Board on this issue. In addition, the Board has adopted a Social Responsibility Policy that covers a host of activities such as social investment, governance, employee engagement and development and community involvement and creates a linkage with the Company’s firmly established Responsible Care^® ethic.

The Company also has several other policies governing ethical business conduct, including a Corrupt Payments Prevention Policy, a Political Donation Policy, a Corporate Gifts and Entertainment Policy and a Confidential Information and Trading in Securities Policy. The Corrupt Payments Prevention Policy prohibits the payment of bribes and kickbacks by the Company’s employees and agents. The Political Donation Policy prohibits all political donations unless they are specifically approved in advance by the Company’s President and CEO. The Corporate Gifts and Entertainment Policy provides guidelines to Company employees on the appropriateness of gifts, gratuities or entertainment that may be offered to or accepted from third parties with whom the Company has commercial relations. The Confidential Information and Trading in Securities Policy provides guidelines to employees with respect to the treatment of confidential information and advises insiders of the Company when it is permissible to trade securities of the Company. This policy also prohibits insiders from engaging in short selling of the Company’s securities, trading in put or call options on the Company’s securities or entering into equity monetization arrangements related to the Company’s securities.

6. Board Renewal

Nominating Committee and Nomination Process

The Board has established the Corporate Governance Committee as its nominating committee. The Committee is composed entirely of independent directors. A summary of the key responsibilities of the Corporate Governance Committee can be found under “Committees of the Board of Directors” beginning on page 15.

The Committee is responsible for identifying new candidates to stand as nominees for election or appointment as directors to our Board of Directors. The Committee uses a Board skills matrix to assist in this process. On an annual basis, the Committee reviews a matrix that sets out the various skills and experience considered to be desirable for the Board to possess in the context of the Company’s strategic direction. The Committee then assesses the skills and experience of each current Board member against this matrix. When completed, the matrix helps the Committee identify any skills or experience gaps and provides the basis for a search to be conducted for new directors to fill any gaps. Below is a summary of the current Board skills matrix that sets out the various skills and experience categories and the Committee’s determination as to how many directors on the Board should possess those skills and experience. The Committee has reviewed all of the skills and experience of the current Board members against the matrix and has determined that the target numbers have been met.

		Target Number of
		Non-Management
Skills & Experience		Directors
Leadership			3-4
Commodity experience			3-4
Global chemical industry experience			3+
CFO or retired audit partner			2
Capital markets			1
Government affairs			1
Previous board experience			7+
Environmental			2-3
International experience			5-6
Energy			1-2

In identifying potential director candidates, the Committee takes into account a broad variety of factors it considers appropriate, including skills, independence, financial acumen, board dynamics and personal characteristics. Desirable individual characteristics include integrity, credibility, the ability to generate public confidence and maintain the goodwill and confidence of our shareholders, sound and independent business judgment, general good health and the capability and willingness to travel to, attend and contribute at Board functions on a regular basis. Background checks, as appropriate, are completed prior to nomination.

Suitable director candidates have, over the past several years, been identified primarily through the use of an executive search firm retained under the authority of the Committee. The selection process is led by the Chair of the Committee but all Committee members and the Chairman of the Board are routinely updated on the process and the individuals being considered. The Committee Chair, the Board Chairman and the CEO meet in person with the candidate to discuss his or her interest and ability to devote the time and resources required to meet the Company’s expectations for directors. The recommended candidate is then formally considered by the Committee and, if approved, the candidate is recommended to the Board.

Over the last several years, the Board has focused on renewal and this is illustrated by the chart below. Since 2004, six directors have retired and seven new directors have joined the Board.

Board Tenure
as at March 5, 2010

In keeping with our focus on Board renewal, Mr. Choquette, the current Chairman of the Board, has announced his intention to resign as Chairman effective May 1, 2010. Mr. Hamilton will become the Chairman of the Board effective May 1, 2010 assuming that he is re-elected at the Meeting on April 29, 2010. Mr. Choquette will remain as a director of the Company assuming he is also re-elected at the Meeting.

          Majority Voting for Directors

In 2006, the Board adopted a policy that states that any nominee for election as a director at an Annual General Meeting for whom the number of votes withheld exceeds the number of votes cast in his or her favour will be deemed not to have received the support of shareholders. A director elected in such circumstances will tender his or her resignation to the Chair of the Corporate Governance Committee and that Committee will review the matter and make a recommendation to the Board. The Board will, within 90 days of the Annual General Meeting, issue a public release either announcing the resignation of the director or justifying its decision not to accept the resignation.

If the resignation is accepted, the Board may appoint a new director to fill the vacancy created by the resignation. This policy applies only to uncontested director elections, meaning elections where the number of nominees for director is equal to the number of directors to be elected.

7. Director and Officer Compensation

Director and officer compensation is determined by the Board. The process followed for determining director compensation is described commencing on page 24 and the process for determining executive compensation is described commencing on page 32.

8. Shareholder Survey on Executive Compensation

The Board appreciates the importance that shareholders place on executive compensation and believes that it is important to engage shareholders on this topic. With this in mind, in late 2009 the Board decided to implement a web-based survey to enable our shareholders to provide feedback on our approach to executive compensation as disclosed in this Information Circular. The survey is available to shareholders in the Investor Relations section of our website (www.methanex.com) between March 26, 2010 (the date that this Information Circular is filed with securities regulators) until June 30, 2010. In order to submit comments, you will be asked to provide your name and confirm that you are a current shareholder. Shareholders may comment generally or on specific aspects of our executive compensation and may provide as much detail as they wish. Shareholders who choose to provide an e-mail address may be contacted in order for the Board to better understand their particular concerns. All comments will be provided to the Chair of the Human Resources Committee and discussed at the July 2010 Board meeting to determine what actions are to be taken to address concerns raised. We will provide a report on this process in our annual disclosure documents next year. We intend to run this web-based survey on an annual basis.

9. Assessments

The Company’s Corporate Governance Principles state as follows:

Performance as a director is the main criterion for determining a director’s ongoing 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.

Our Board of Directors conducts an annual performance evaluation and the Corporate Governance Committee oversees the process. The process is designed to evaluate the effectiveness and contribution of the Board, its Committees and individual directors. Results of the process are reported to the Board.

The Company has carried out annual evaluation processes for a number of years. In 2009, the process included the following:

          (i) Evaluation of the Chairman of the Board

Directors were provided with an opportunity to evaluate the Chairman of the Board’s performance and to make suggestions for improvement. Directors rated the Chairman of the Board and provided comments on issues that addressed the conduct of Board meetings, leadership issues and the Chairman’s ability to facilitate positive contributions from other directors. Results were tabulated by the Corporate Secretary and were provided to the Chair of the Corporate Governance Committee who then had a private conversation with the Chairman of the Board. The content of that conversation was reported by the Chair of the Corporate Governance Committee to the full Committee at its November 2009 meeting.

          (ii) Evaluation of the Board as a Whole

Directors were provided with an opportunity to evaluate how the Board and its committees are operating and to make suggestions for improvement. Directors provided ratings and comments on a number of criteria including:

•

the mix of skills, experience and diversity among board members as well as utilization of such skills and experience;

•

the process for selecting new directors;

•

communication with management and sufficiency of information provided to directors to enable them to monitor results, identify areas of risk and understand important industry issues and trends;

•

understanding of the Company’s strategic objectives, the industry and the competitive environment as well as key risks faced by the Company;

•

the strategic planning process, budget planning process and the integrity of internal controls and management information systems;

•

the processes for determining the CEO’s performance measures and compensation as well as all management compensation; and

•

succession planning and employee training programs.

A separate section addressed the Board’s committees and included questions such as the appropriateness of the current committee structure and the quality of reporting from committees to the full Board. Results were tabulated by the Corporate Secretary, provided to the Chairman of the Board and the Chair of the Corporate Governance Committee and then presented to the Corporate Governance Committee at its November 2009 meeting.

          (iii) Evaluation of Individual Directors

Directors were provided with an opportunity to evaluate their own effectiveness, comment on their peers’ effectiveness and have a private conversation with the Chairman of the Board regarding their performance and the performance of their fellow directors. Directors evaluated themselves and their peers based on a number of criteria relating to their effectiveness as Company directors, including their understanding of the business, contribution on strategic issues, interaction with management and areas of personal strength. The Corporate Secretary received all questionnaires and each director was provided with an individualized report that included the comments received regarding that director’s performance from peers (on an anonymous basis). These reports were also provided to the Chairman of the Board who then conducted a confidential discussion with each director. The Chairman of the Board reported to the Corporate Governance Committee at its November 2009 meeting regarding this process.

In addition, each Committee conducts an annual “mandate assurance review” in which it reviews the appropriateness of its own mandate and evaluates whether it is acting in compliance with its mandate. The Corporate Governance Committee is responsible for annually reviewing the mandates and the performance of each Committee.

10. Management Succession Planning

The Company has detailed succession plans for each executive officer and each of such officer’s direct reports. For more information on the Company’s succession planning process, please see page 32.

11. Board’s Role in Risk Management Process

The Board’s mandate (which is set out in section 3 of the Corporate Governance Principles) provides that the Board is responsible for identifying and overseeing the implementation of systems to manage the principal risks of the Company’s business. The Audit, Finance and Risk Committee’s mandate also states that the Committee is responsible for reviewing with management, at least annually, the Company’s processes to identify, monitor, evaluate and address important enterprise-wide strategic and business risks.

Management annually undertakes a formal risk review process that includes identifying the principal strategic risks of the Company, assessing the Company’s strategy to mitigate each risk, and determining accountability. The results of this process are documented and reviewed and discussed by the Audit, Finance and Risk Committee and the Board. In addition, the Board, through its Committees, oversees the Company’s risk management strategies and programs, including insurance programs, related to the Company’s key operational risks such as health and safety, shipping and financial risks.

PART IV COMPENSATION

COMPENSATION OF DIRECTORS

Objective and Design of the Director Compensation Program

We are the world’s largest supplier of methanol with sales and operations around the globe and revenues of US $1.2 billion in 2009. As such, the main objective of the Company’s director compensation program is to attract and retain directors with international experience, a broad range of relevant skills and knowledge, and the ability to successfully carry out the Board’s mandate, which includes reviewing and approving the Company’s strategic plan. The Board’s mandate can be found in section 3 of our Corporate Governance Principles which are attached to this Information Circular as Schedule C and can also be found on our website at www.methanex.com.

Directors of the Company are required to devote significant time and energy to the performance of their duties. Our Corporate Governance Principles set forth an extensive list of responsibilities and expectations for the Board as a whole and for each individual director. Directors are expected to prepare for and attend an average of six Board meetings per year, participate on at least two committees and ensure that they stay informed about the Company’s business and the rapidly changing global business environment and regulatory requirements. Therefore, to attract and retain experienced, skilled and knowledgeable directors that are willing and able to meet these expectations, the Board believes that the Company must offer a competitive compensation package.

Our director compensation program is designed primarily to:

•

compensate directors for applying their knowledge, skills and experience in the performance of their duties;

•

align the actions and economic interests of the directors with the interests of long-term shareholders; and

•

encourage directors to stay on the Board for a significant period of time.

Director compensation is paid only to non-management directors and is comprised primarily of cash fees (annual retainer, meeting fees, Chair fees and travel fees) and a share-based, long-term incentive award. Non-management directors are not eligible to receive stock options under the terms of the Company’s current Stock Option Plan. The Directors’ Total Compensation table on page 27 sets out the total compensation earned by the directors in 2009.

As part of this compensation program, the Company has also instituted share ownership guidelines for directors. The guidelines state that each non-management director is to own shares having a value equal to at least five times his or her annual retainer. See “Directors’ Share Ownership Guidelines” on page 30 for more details. The Board believes that share ownership guidelines further promote the objectives of director retention and alignment with long-term shareholders.

Process for Determining Director Compensation

The Corporate Governance Committee, composed entirely of independent directors, is responsible for annually recommending to the Board for approval the target compensation for the independent directors, including the appropriate compensation elements and the target compensation for each element.

The Committee reviews director compensation at least every two years. As part of this process, the Committee reviews publicly filed compensation documents as well as director compensation surveys and reports published in Canada by reputable compensation consultants, to ensure that our director compensation is comparable to, and competitive with, the comparator group (discussed below) as well as other large Canadian public companies. In addition, the Committee may hire an external consultant to assist with the review process.

During the most recent director compensation review conducted in November 2009, the Committee reconfirmed that the target compensation level for directors should be the 50th percentile of a group of North American-based chemical companies with international operations. The comparator group of companies, which are listed below, were chosen by the Committee because, similar to the Company, they were all North American-based chemical companies with international operations:

Agrium Inc.		Chemtura Corporation		Koppers Inc		Potash Corporation
Ashland Inc.		Cytec Industries Inc.		Westlake Chemical Corporation		Spartech Corporation
Cabot Corporation		FMC Corporation		Olin Corporation		Terra Industries Inc.
Celanese Corporation		Hercules Inc. (now Ashland Inc.)		PolyOne Corporation

Based on the Committee’s review, target compensation levels for directors were unchanged for 2010. The Committee also determined during its most recent review that the key elements of the Company’s compensation program — annual retainer, meeting fees, Chair fees, travel fees and share-based long-term incentive awards — were comparable to and competitive with the comparator group surveyed by the Committee.

Elements of Director Compensation

Annual Retainer and Other Fees

During the year ended December 31, 2009, annual retainer and other fees were paid to non-management members of the Board on the following basis:

		US$				CDN$
Annual retainer for a non-management director			35,026				40,000			Annual
Annual retainer for the Chairman of the Board			131,349				150,000			Annual
Board meeting attendance fee			2,189				2,500			per meeting
Committee meeting attendance fee			2,189				2,500			per meeting
Committee Chair fee (in addition to the committee meeting attendance fee)			2,189				2,500			per meeting
Cross-country or intercontinental travel fee to attend Board or committee meetings			2,189				2,500			per trip
Travel fee for site visits undertaken separate and apart from attendance at Board or committee meetings (and not for orientation purposes upon joining the Board)			2,189				2,500			per trip

All retainers and fees in the table above are paid in Canadian dollars and have been converted to US dollars at the conversion rate of 1.142, being the Bank of Canada average noon rate for 2009. The Chairman of the Board receives a flat fee annual retainer and does not receive any additional “per meeting” fees or travel fees.

The Company pays the retainer and other fees to compensate directors for applying their knowledge, skills and experience in the performance of their duties. These fees are targeted to be similar to fees paid to non-management directors in the 50th percentile of the comparator group as discussed immediately above under “Process for Determining Director Compensation”.

Long-Term Incentive Awards — Restricted Share Unit Plan for Directors

Directors are awarded Restricted Share Units (“RSUs”) under the Company’s Restricted Share Unit Plan for Directors as part of the annual long-term incentive component of their compensation. Directors may elect to receive their RSU award in the form of DSUs, which are more fully described in the following section. The table below summarizes the last two long-term incentive awards granted to directors in 2010 and 2009:

		2010				2009
Chairman of the Board		6,900 RSUs or DSUs				5,700 RSUs or DSUs
All other non-management directors		4,600 RSUs or DSUs				3,800 RSUs or DSUs

The 2010 long-term incentive award for the Chairman of the Board included in this table will be pro-rated between the current Chairman of the Board, Mr. Choquette, who is resigning as Chairman of the Board effective May 1, 2010 (but remaining as a director of the Company subject to his re-election at the Meeting) and Mr. Hamilton, who will become the new Chairman of the Board effective May 1, 2010, subject to his re-election at the Meeting. On March 5, 2010, Mr. Choquette was granted 5,000 RSUs (which he elected to receive in the form of DSUs). Mr. Hamilton was granted 4,600 RSUs on March 5, 2010 and, subject to his re-election as a director, he will be awarded an additional 1,900 RSUs on May 1, 2010 when he becomes the new Chairman of the Board.

RSUs are notional shares credited to an “RSU Account.” When dividends are paid on Common Shares, an equivalent value of additional RSUs is calculated and credited to each individual’s RSU Account. RSUs granted in any year will vest on December 1, 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 Company’s 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.

The Board believes that the long-term incentive awards granted to directors both compensates the directors for the performance of their duties and also promotes director retention and alignment with the interests of long-term shareholders. The target dollar value of such award (“Target LTI Dollar Value”) is determined by the Corporate Governance Committee during its review of director compensation and is targeted to be similar to the awards granted to non-management directors in the 50th percentile of the comparator group as discussed above under “Process for Determining Director Compensation.” For 2010 and for years prior to 2009, each director received the number of RSUs (or DSUs) determined by dividing the Target LTI Dollar Value by the weighted average closing price of the Common Shares on the TSX for the 90-day period ending on December 31 of the fiscal year immediately prior to the year in which the grant was made and then rounded. However, due to the volatility of the price of the Company’s Common Shares caused by the global financial crisis and economic recession, for 2009, each director received the number of RSUs (or DSUs) determined by dividing the Target LTI Dollar Value by the annual weighted average closing price of the Common Shares on the TSX for the 12-month period ended on December 31, 2008 and then rounding to the closest hundred. If the weighted average closing price for the 90-day period had been used in 2009 (instead of the 12-month period), a significantly higher number of RSUs (or DSUs) would have been granted to directors.

Deferred Share Unit Plan (Director DSUs)

Under the Company’s Deferred Share Unit Plan (the “DSU Plan”), 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, directors must elect to become a member of the Plan by December 31 in any year in order to be eligible to receive DSUs in the following calendar year. Directors may also elect to receive their long-term incentive awards in the form of DSUs. See “Long-Term Incentive Awards — Restricted Share Unit Plan for Directors” in the section above.

DSUs held by directors are redeemable only after the director retires as a director of the Company or upon death (“Termination Date”), and a lump sum cash payment, net of any withholdings, is made after the director chooses a valuation date. For DSUs granted on or after March 2, 2007, directors may choose a valuation date falling between the Termination Date and December 1 of the first calendar year beginning after the Termination Date, but the director cannot choose a date retroactively. For DSUs granted prior to March 2, 2007, the valuation date chosen may fall on any date within a period beginning one year before the Termination Date and ending on December 1 of the first calendar year beginning after the Termination 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 valuation date.

The Board believes that providing directors with the alternative of receiving their cash fees and long-term incentive awards in the form of DSUs, which may not be redeemed until retirement or death, further promotes director retention and alignment with the interests of long-term shareholders.

Perquisites

The Company pays for each director’s annual membership in the Institute of Corporate Directors in Canada, which provides ongoing director education materials. Directors may also be reimbursed for certain minor out-of-pocket expenses. All such membership costs and minor expenses are disclosed in the Directors’ Total Compensation table on page 27.

Directors’ Total Compensation

The following table sets out what each director earned by way of annual retainer, meeting fees and long-term incentive awards for 2009. The Company reports its financial statements in US dollars and therefore is required to report all compensation amounts in US dollars. However, since all amounts have been paid to directors in Canadian dollars, the amounts reported in all tables in this section have been reported in both Canadian dollars and US dollars and, except as otherwise stated, have been converted to US dollars at a conversion rate of 1.142, being the Bank of Canada average noon rate for 2009.

										Board				Committee																				All Other
						Annual				Attendance				Attendance				Committee				Travel				Total				Share-Based				Comp-
Director						Retainer				Fees				Fees				Chair Fees				Fees(1)				Fees Earned(2)				Award(3)				ensation(4)				Total
Bruce Aitken(5)
Howard Balloch		US$					35,026				13,135				19,702				4,378				13,135				85,376				27,119				7,938				120,433
		CDN$					40,000				15,000				22,500				5,000				15,000				97,500				30,970				9,065				137,535
Pierre Choquette(6)		US$					131,349				0				0				0				0				131,349				40,679				31,747				203,775
		CDN$					150,000				0				0				0				0				150,000				46,455				36,255				232,710
Phillip Cook		US$					35,026				13,135				28,459				4,378				17,513				98,511				27,119				6,138				131,768
		CDN$					40,000				15,000				32,500				5,000				20,000				112,500				30,970				7,010				150,480
Thomas Hamilton		US$					35,026				13,135				24,081				4,378				15,324				91,944				27,119				4,611				123,674
		CDN$					40,000				15,000				27,500				5,000				17,500				105,000				30,970				5,266				141,236
Robert Kostelnik		US$					35,026				13,135				10,946				0				13,135				72,242				27,119				2,658				102,019
		CDN$					40,000				15,000				12,500				0				15,000				82,500				30,970				3,036				116,506
Douglas Mahaffy		US$					35,026				13,135				19,702				2,189				13,135				83,187				27,119				11,539				121,845
		CDN$					40,000				15,000				22,500				2,500				15,000				95,000				30,970				13,177				139,147
A. Terence Poole		US$					35,026				13,135				28,459				17,513				8,757				102,890				27,119				16,357				146,366
		CDN$					40,000				15,000				32,500				20,000				10,000				117,500				30,970				18,680				167,150
John Reid		US$					35,026				13,135				30,648				8,757				0				87,566				27,119				19,341				134,026
		CDN$					40,000				15,000				35,000				10,000				0				100,000				30,970				22,087				153,057
Janice Rennie		US$					35,026				13,135				26,270				0				0				74,431				27,119				6,603				108,153
		CDN$					40,000				15,000				30,000				0				0				85,000				30,970				7,541				123,511
Monica Sloan		US$					35,026				13,135				21,891				0				0				70,052				27,119				22,715				119,886
		CDN$					40,000				15,000				25,000				0				0				80,000				30,970				25,940				136,910
Graham Sweeney(7)		US$					17,513				6,567				8,757				2,189				8,757				43,783				27,119				19,164				90,066
		CDN$					20,000				7,500				10,000				2,500				10,000				50,000				30,970				21,885				102,855
Total			US$				464,096				124,782				218,915				43,782				89,756				941,331				311,869				148,811				1,402,011
		CDN$					530,000				142,500				250,000				50,000				102,500				1,075,000				356,155				169,942				1,601,097

Directors’ Outstanding Share-Based Awards

The following table shows the number of share-based awards held by each director as at December 31, 2009 that have not vested. Directors do not receive option-based awards. All Canadian dollar amounts have been converted to US dollars at a conversion rate of 1.142, being the Bank of Canada average noon rate for 2009.

		Outstanding Share-Based Awards at December 31, 2009(1)
		Number of Shares or Units				Market or Payout Value of Share-Based
		of Shares that Have Not				Awards that Have Not Vested(2)
Director		Vested(2)				US$				CDN$
Bruce Aitken(3)
Howard Balloch			—				—				—
Pierre Choquette			—				—				—
Phillip Cook			7,246				130,263				148,760
Thomas Hamilton			7,246				130,263				148,760
Robert Kostelnik			3,993				71,783				81,976
Douglas Mahaffy			—				—				—
A. Terence Poole			—				—				—
John Reid			3,993				71,783				81,976
Janice Rennie			—				—				—
Monica Sloan			—				—				—
Graham Sweeney(4)			—				—				—

		Number of Outstanding												Value of Outstanding DSUs
		DSUs as at Dec. 31, 2009												as at Dec. 31, 2009
		Granted				Granted on				Total
		prior to				or after				DSUs
Director		Mar. 2, 2007				Mar. 2, 2007				held				US$				CDN$
Howard Balloch			—				14,003				14,003				251,736				287,482
Pierre Choquette			11,459				39,870				51,329				922,753				1,053,784
Phillip Cook			—				—				—				—				—
Thomas Hamilton			—				—				—				—				—
Robert Kostelnik			—				—				—				—				—
Douglas Mahaffy			—				22,407				22,407				402,816				460,016
A. Terence Poole			16,263				10,572				26,835				482,419				550,923
John Reid			16,869				10,946				27,815				500,037				571,042
Janice Rennie			—				10,572				10,572				190,055				217,043
Monica Sloan			19,099				18,335				37,434				672,960				768,520
Graham Sweeney(4)			—				10,572				10,572				190,055				217,043