A simple analysis, but not a simple result

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1 Executive Briefing Canada Issue 5 November 2011 Your executive compensation resource > Inside CEO P4P S&P/TSX 60 performance overview Impact on CEO compensation CEO pay and performance linkages Top 5 aligned performers in 2010 Future outlook > Contact Kennedy Lee t kennedy.lee@haygroup.com Ke Sun t ke.sun@haygroup.com Hay Group Limited Executive Compensation National Practice 121 King Street West Suite 700 Toronto, ON M5H 3X7 Canada CEO pay and performance (P4P) A simple analysis, but not a simple result In response to rising shareholder activism and a growing concern over corporate governance and executive compensation in 2006, Hay Group pioneered a methodology to examine the linkage between CEO pay and performance in the S&P/TSX 60. Much has changed in the world economy since That said, Canada weathered the financial crisis relatively well in 2010 compared to the U.S. and other countries in Europe. For most industries in Canada, 2010 was also considered a year of recovery. In 2010, total revenues for the S&P/ TSX60 increased 5% and net earnings showed a strong rebound of 50%. Both revenue and net earnings were effectively back to their pre-recession levels. Cdn$ billions 637 S&P/TSX 60 total revenues 688 FY07 FY08 FY09 FY10 It seems that investors were well aware of the solid underlying financials of Canadian organizations. Fuelled by rising commodity prices, investors in capital markets started bidding up stock prices throughout By the end of 2009, the S&P/TSX 60 Index rebounded 32% on a total return basis (including share appreciation and dividend reinvestment) and it gained a further 14% in % -4% +5%

2 Cdn$ billions 76 S&P/TSX 60 net earnings -4% +50% % 48 As share prices tumbled in late 2008 and early 2009, the concern about retaining executive talent prompted some Boards to exercise discretion in awarding incentives, especially equity compensation. FY07 FY08 FY09 FY10 S&P/TSX 60 total return +14% Total return index value % % End of period 2010 What was the impact on CEO compensation with such a strong recovery? Cdn$ millions Not surprisingly, median total direct compensation for the S&P/TSX 60 CEOs went up 20% in It is worth noting that even during 2009, arguably the worst point of the financial crisis, median total direct compensation for CEOs still showed a 16% increase over the previous year. S&P/TSX 60 median CEO total direct compensation $ % $ % $ % $7.06 Is there a disconnect when Boards chose retention over pay for performance during extraordinary circumstances? We appreciate that each company faces unique circumstances. Where thorough due diligence underpins the retention decision, we support the Board s choice. FY07 FY08 FY09 FY10

3 2010 S&P/TSX60 CEO pay and performance linkages The following chart shows the S&P/TSX 60 CEO pay and performance alignment based on the Hay Group Performance Index ( Hay Group PI ) versus the total incentive level (the sum of short- and long-term incentives as a % of salary) S&P/TSX 60 CEO pay and performance 100 CN Railway Agnico-Eagle Magna Sun Life Goldcorp BMO Scotiabank Gildan Brookfield 75 Percentile rank based on total incentive as a % of salary TransCanada Valeant Bombardier ARC Fortis Loblaw Talisman CP Railway Enbridge Cenovus Teck Enerplus TD Rogers SNC-Lavalin Canadian Tire Agrium Potash TransAlta Shaw First Quantum Husky Shoppers Percentile rank based on Hay Group Performance Index As illustrated above, approximately half of the S&P/ TSX 60 organizations have demonstrated a stronger pay and performance alignment in their CEO incentive compensation (correlation coefficient of approximately 0.8) than the rest of the organizations.

4 This pay and performance alignment analysis is only one of many possible outcomes. For those who are not identified as aligned organizations, it does not necessarily mean that those organizations have poorly designed compensation programs for their top executives. The misalignment may have been caused by other factors: measuring corporate performance by using different performance metrics than those used in your analysis or, deploying executive pay mix structures (fixed vs. variable pay) that deviated from the market norm etc. The purpose of this analysis is to illustrate an example utilizing the Hay Group PI approach to understand the relationship between CEO compensation and company performance. Different organizations in various industries will tend to have contrasting strategic goals and, as a result, distinct performance metrics. Through this analysis, our intention is not to provide you with all of the facts and answers but to inspire you, especially investors and compensation decision makers, to ask the right questions. Almost three years after the onset of the financial crisis, the world economy is still struggling: At this time, the possibility of EU fiscal austerity, a European sovereign debt crisis, a Euro currency crisis and a possible U.S. credit downgrade still exist. While we saw a solid rebound for Canada in 2010, we do not think Canada can easily escape the effects of a slowing economy. There will be continued uncertainty and market volatility facing Canadian organizations going forward. The risks at both a macroeconomic and company-specific level continue to challenge executive pay decision makers. Have your executive compensation programs considered these risks? Do your executive compensation arrangements generate too conservative or too volatile pay delivery that may or may not align with your business strategy? Will your current programs potentially trigger undesirable behaviours (i.e. excessive risk taking) from your executives? How do you balance retention, pay for performance and risk management?

5 Appendix: Hay Group Performance Index (Hay Group PI ) methodology Hay Group PI is a composite index based on equal weighting of three financial indicators that are typically tracked by shareholders, investors, analysts and proxy advisory firms and is intended to provide a balanced view of an organization s overall performance. The three performance metrics are: Volatility-adjusted TSR: Return on equity ( ROE ): Earnings per share growth ( EPSG ): A measure of the return to shareholders, adjusted for volatility A measure of how efficiently an organization generates profit with share capital A measure of profitability growth year over year Each organization was ranked by percentile along two dimensions in two areas (1) Hay GroupPI and (2) total incentive level (the sum of actual short- and long-term incentives as a % of salary), and slotted into 3 performance zones. The diagonal line theoretically represents a perfect alignment between performance and incentive compensation Incentive compensation 1 Performance compensation 2 and alignment Hay Group Performance Index 3 1 ZONE ZONE ZONE 2 3 The executive is receiving higher incentive compensation but delivering poorer performance results relative to competitors. There is less risk of flight on the part of the executive. The executive is receiving incentive compensation commensurate with performance results. Lower incentive compensation for poorer results and higher compensation for superior results. There would appear to be an alignment between performance and pay. The executive is receiving lower incentive compensation while delivering superior performance results relative to competitors. There may be a substantial risk of flight on the part of the executive to the competition.

6 Hay Group Limited Canadian Head Office Suite King Street West Toronto, ON M5H 3X7 t f Calgary Suite th Avenue SW Calgary, AB T2P 3P8 t f Edmonton Suite Street Edmonton, AB T5J 3S4 t f Halifax Suite Barringtion Street Halifax, NS B3J 3K9 t f Montreal Suite Mansfield Street Montreal, QC H3A 3A4 t f Ottawa Suite Metcalfe Street Ottawa, ON K1P 6K7 t f Regina Suite Hamilton Street Regina, SK S4P 3N6 t f Vancouver Suite West Pender Street Vancouver, BC V6E 4G1 t f Hay Group is a global management consulting firm that works with leaders to transform strategy into reality. We develop talent, organize people to be more effective and motivate them to perform at their best. Our focus is on making change happen and helping people and organizations realize their potential. We have over 2600 employees working in 84 offices in 48 countries. Our insight is supported by robust data from over 125 countries. Our clients are from the private, public and not-for-profit sectors, across every major industry, and represent diverse business challenges. For almost 70 years, we have been renowned for the quality of our research and the intellectual rigor of our work. We transform research into actionable insights. We give our clients breakthrough perspectives on their organization, and we do it in the most efficient way to achieve the desired results. For more information please contact your local office through

7 Fax reply form Executive Briefing Canada Issue 5 November 2011 Your executive compensation resource q I would like more information about Hay Group s executive compensation services. I would like to discuss: q Effective remuneration for non-executive directors q Reviewing executive rewards q Governance, disclosure and compliance q Short- and long-term incentive design for executives q Executive benefits, perquisites and terms of employment Employed organization: Board corporation: Address: City: Postal code: q I would like the following people to receive Hay Group s Executive Briefings. Please fax the completed form to the attention of: Olivia Matheson, Hay Group Limited 121 King Street West Suite 700 Toronto, ON M5H 3X7 Tel: Fax: olivia.matheson@haygroup.com

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