This report on Form 6-K is
incorporated by reference into the registration statements on Forms F-1 (No.
333-08878), F-3 (Nos. 333-125380, 333-101583 and 333-91402) and S-8 (No.
333-126128) that the Registrant has filed with the Securities and Exchange
Commission.
MANAGEMENT
INFORMATION CIRCULAR
May
5, 2008
MANAGEMENT
INFORMATION CIRCULAR
TABLE
OF CONTENTS
|
VOTING
INFORMATION
|
1
|
|
|
|
|
Solicitation
of Proxies
|
1
|
|
Date
of Information in Circular
|
1
|
|
Completion
and Voting of Proxies
|
1
|
|
Revocation
of Proxies
|
2
|
|
Voting
Shares and Principal Shareholders
|
2
|
|
Currency
and Exchange Rate
|
2
|
|
|
|
|
BUSINESS
OF THE MEETING
|
2
|
|
|
|
|
Receipt
of Financial Statements
|
2
|
|
Appointment
of Auditors
|
3
|
|
Election
of Directors
|
3
|
|
Approval
of Unallocated Options
|
5
|
|
|
|
|
EXECUTIVE
AND DIRECTOR COMPENSATION
|
6
|
|
|
|
|
Compensation
of Officers
|
6
|
|
Options
Granted
|
7
|
|
Options
Exercised
|
7
|
|
Employment
Contracts
|
8
|
|
Composition
of the Nominating and Compensation Committee
|
10
|
|
Report
on Executive Compensation
|
10
|
|
Performance
Graph
|
10
|
|
Compensation
of Directors
|
11
|
|
Directors
and Officers Insurance
|
11
|
|
|
|
|
INDEBTEDNESS
OF DIRECTORS AND EXECUTIVE OFFICERS
|
11
|
|
|
|
|
EQUITY
COMPENSATION PLANS
|
12
|
|
|
|
|
Incentive
Share Option Plan
|
12
|
|
SOP
Activity
|
14
|
|
Directors’
Remuneration Plan
|
14
|
|
Directors’
Remuneration Plan Activity
|
15
|
|
Summary
Information
|
15
|
|
|
|
|
CORPORATE
GOVERNANCE
|
16
|
|
|
|
|
INTEREST
OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
|
16
|
|
|
|
|
AUDIT
COMMITTEE INFORMATION
|
16
|
|
|
|
|
INTEREST
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
|
16
|
|
|
|
|
MANAGEMENT
CONTRACTS
|
16
|
|
|
|
|
OTHER
MATTERS
|
16
|
|
|
|
|
Shareholder
Proposals
|
16
|
|
Glossary
|
16
|
|
Additional
Information
|
16
|
|
|
|
|
BOARD
APPROVAL
|
17
|
Schedule
A CORPORATE GOVERNANCE DISCLOSURE
Schedule
B CHARTER OF THE BOARD OF DIRECTORS
Schedule
C COMPARISON TO CANADIAN CORPORATE GOVERNANCE
REQUIREMENTS
CRYSTALLEX
INTERNATIONAL CORPORATION
Suite
1210, 18 King Street East, Toronto, Ontario M5C 1C4
Telephone:
(416) 203-2448
VOTING
INFORMATION
Solicitation
of Proxies
This management information circular
(the “Circular”) is furnished in connection with the solicitation of proxies by
management of Crystallex International Corporation (the “Corporation”) for use
at the annual and special meeting of shareholders of the Corporation (the
“Meeting”) to be held at the time and place and for the purposes set forth in
the Notice of Meeting accompanying this Circular.
The
solicitation of proxies will be primarily by mail, but proxies may also be
solicited by telephone, in writing or in person by the directors, officers and
employees of the Corporation or by agents appointed by the
Corporation. The cost of the solicitation of proxies will be borne by
the Corporation.
Date
of Information in Circular
Information
contained in this Circular is given as at May 5, 2008 unless otherwise
indicated.
Completion
and Voting of Proxies
Unless
a poll is requested or required, voting at the Meeting will be by a show of
hands with each shareholder having one vote. If a poll is requested or required,
shareholders will have one vote for each common share of the Corporation held by
them. Unless otherwise indicated, a simple majority of the votes cast is
required to approve a resolution at the Meeting.
The
persons named in the accompanying form of proxy are officers of the Corporation.
A shareholder has the right to
appoint a person (who need not be a shareholder) other than the persons named in
the accompanying form of proxy as the proxy of the shareholder to attend and act
for and on behalf of the shareholder at the Meeting. To exercise this right, the
shareholder must strike out the names of the persons named in the accompanying
form of proxy and insert the name of the other person in the blank space
provided or complete another appropriate form of proxy.
A
shareholder may direct the manner in which the persons named in the accompanying
form of proxy are to vote by checking the appropriate space on the form of
proxy. On any poll, the persons named will vote or withhold from voting the
shareholder’s shares in accordance with the directions given.
If no direction is given for a
particular matter, the persons named will vote the shareholder’s shares “For”
that matter.
Unless
discretionary authority is denied, the accompanying form of proxy, when properly
signed, confers discretionary authority with respect to amendments to the
matters identified in the Notice of Meeting and with respect to any other
matters that may properly come before the Meeting or any adjournment thereof. At
the date of this Circular, management of the Corporation is not aware that any
such amendments or other matters may properly come before the
Meeting. If, however, any such amendments or other matters properly
come before the Meeting, unless discretionary authority is denied in the form of
proxy, the persons named in the accompanying form of proxy will vote on such
amendments or other matters in accordance with their best judgment.
The
accompanying form of proxy must be dated and signed by the shareholder or by his
or her attorney authorized in writing. In the case of a corporation,
the proxy must be signed by a duly authorized officer or attorney of the
corporation.
To be effective, a proxy must be
deposited with CIBC Mellon Trust Company, Proxy Department by mail using the
return envelope accompanying the Notice of Meeting
to CIBC Mellon Trust Company at P.O.
Box 721, Agincourt, Ontario, M1S 0A1, by hand delivery to CIBC Mellon Trust
Company at 320 Bay Street, Banking Hall Level, Toronto, Ontario M5H 4A6, or by
facsimile to 416-368-2502 not later than 5:00 p.m.
(Toronto
time) on June 23, 2008 or be deposited with the chairman of the Meeting on the
day of the Meeting or any adjournment thereof before the commencement of the
Meeting or any adjournment thereof.
Revocation
of Proxies
A
shareholder may revoke a proxy by delivering a written revocation to the
registered office of the Corporation at any time up to and including the last
business day preceding the day of the Meeting or any adjournment thereof or by
depositing a written revocation with the chairman of the Meeting on the day of
the Meeting or any adjournment thereof or in any other manner permitted by law.
The revocation must be dated and signed by the shareholder or by his or her duly
authorized attorney. In the case of a corporation, the revocation must be dated
and signed by a duly authorized officer or attorney of the corporation. The
revocation will have effect only in respect of those matters upon which a vote
has not already been cast pursuant to the authority conferred by the revoked
proxy.
Voting
Shares and Principal Shareholders
The
Corporation is authorized to issue an unlimited number of common shares (“
Common Shares
”), an unlimited
number of Class A Preference shares and an unlimited number of Class B
Preference shares. As at May 5, 2008, there were 294,670,845 Common Shares, no
Class A Preference shares and no Class B Preference shares issued and
outstanding. The Common Shares are listed and posted for trading on the Toronto
Stock Exchange (the “
TSX
”) and the American Stock
Exchange (the “
AMEX
”)
under the symbol “KRY”.
Each
shareholder of record at the close of business on May 15, 2008 will be entitled
to one vote for each Common Share held on each matter coming before the
Meeting.
Other
than as set forth below, as at the date of this Circular, to the knowledge of
the directors and executive officers of the Corporation, no person beneficially
owns or controls or directs, directly or indirectly, securities of the
Corporation carrying 10% or more of the voting rights attached to any class of
voting securities of the Corporation.
|
Name
& Municipality of
Residence
|
Type of
Ownership
|
Number
and Percentage of Common Shares
as at
January 31,
2008
|
|
Tradewinds
Global Investors, LLC
Los
Angeles, California, USA
(1)
|
Beneficial
|
40,231,163 (15.38%)
(2)
|
Notes:
|
(1)
|
Based
on information contained in a report filed by Tradewinds Global Investors,
LLC under the Alternative Monthly Reporting System of National Instrument
62-103 as at January 31, 2008.
|
|
(2)
|
Based
on a total of 294,670,845 issued and outstanding Common Shares as at the
date of this Information Circular.
|
Currency
and Exchange Rate
Unless
otherwise indicated, all dollar amounts referred to in this Circular are in
Canadian dollars. The noon buying rate of exchange on May 5, 2008, as quoted by
the Federal Reserve Bank of New York for Canadian dollars was C$1.00 per
U.S.$0.99.
BUSINESS
OF THE MEETING
Receipt
of Financial Statements
The
audited consolidated financial statements of the Corporation for the fiscal year
ended December 31, 2007 and accompanying auditors’ report thereon will be
presented at the Meeting. Receipt of the audited consolidated financial
statements of the Corporation together with the auditors’ report thereon at the
Meeting will not constitute approval or disapproval of any matters referred to
therein.
Appointment
of Auditors
At
the Meeting, the management of the Corporation proposes to nominate
PricewaterhouseCoopers LLP, Chartered Accountants, as auditors of the
Corporation on terms of engagement and at remuneration to be fixed by the board
of directors of the Corporation (the “
Board
”). PricewaterhouseCoopers
LLP acted as the Corporation’s auditors since June 28, 2007.
Unless
otherwise directed, the persons named in the accompanying form of proxy intend
to vote “For” the appointment of PricewaterhouseCoopers LLP as auditors of the
Corporation for the year ending December 31, 2008, and to authorize the Board to
fix the auditors’ terms of engagement and remuneration.
Election
of Directors
The
articles of the Corporation provide that the Corporation shall have a minimum of
one director and a maximum of 10 directors. The articles also provide that the
actual number of directors within the specified minimum and maximum may be
determined from time to time by resolution of the directors. The Board has
fixed the number of
directors of the Corporation, within the specified minimum and maximum, at
eight. The term of office of each of the current directors expires on the
election of directors at the Meeting.
Management
of the Corporation intends to nominate the individuals named below for election
as directors of the Corporation.
Unless otherwise directed, the
persons named in the accompanying form of proxy intend to vote “For” the
election of the proposed nominees as directors of the Corporation. The
Corporation has not received notice, and management of the Corporation is not
aware, of any other nominees for election as directors of the
Corporation.
Management
does not expect that any of the nominees will be unable to serve as director but
if that should occur for any reason prior to the Meeting, the persons named in
the accompanying form of proxy will vote for another nominee of management if
presented, or to reduce the number of directors accordingly, in their
discretion, unless discretionary authority is denied in the form of
proxy.
The
table below sets out the following information for each proposed nominee: (a)
name and province or state and country of residence and position with the
Corporation; (b) principal occupation during the past 5 years; (c) the period
during which the individual has served as a director; (d) the number of Common
Shares beneficially owned or controlled or directed; directly or indirectly; and
(e) the Board committees of which the individual is a member.
Name,
Residence and
Position
with Corporation
(1)
|
|
Principal
Occupation
During
the Past 5 Years
(1)
|
|
|
|
Number
of Common Shares Beneficially Owned or Controlled or Directed, Directly or
Indirectly
(1)
|
|
|
|
|
|
|
|
|
|
Robert
A. Fung
(3)(6)
Ontario,
Canada
Chair
of the Board
and
Director
|
|
Employee,
Macquarie Capital Markets Canada Ltd. (formerly Orion Securities
Inc.)
|
|
December
3, 1996
|
|
19,500
|
|
|
|
|
|
|
|
|
|
Gordon
M. Thompson
(3)(6)
Ontario,
Canada
President
and
Chief
Executive Officer
and
Director
|
|
President
& CEO, Crystallex International Corporation;
Senior
Vice-President,
Corporate
Development,
Sentry
Select Capital Corp.
|
|
February
1, 2007
|
|
2,000
|
|
|
|
|
|
|
|
|
|
Michael
J. H. Brown
(3)(4)(5)(6)
Ontario,
Canada
Director
|
|
Principal,
Capital Markets Advisory
Division,
Acer Resource Financial
Management
Inc.
|
|
October
10, 2002
|
|
90,103
|
|
|
|
|
|
|
|
|
|
Name,
Residence and
Position
with Corporation(1)
|
|
Principal
Occupation During the Past 5 Years (1)
|
|
Director
Since
|
|
Number
of Common Shares Beneficially Owned or Controlled or Directed, Directly or
Indirectly(1)
|
|
C.
William Longden
(2)
(6)
Ontario,
Canada
Director
|
|
Vice
Chairman, Marshall, Macklin, Monaghan Limited
|
|
July
25, 2000
|
|
103,076
|
|
|
|
|
|
|
|
|
|
Harry
J. Near
(2)
Ontario,
Canada
Director
|
|
President,
Near Consultants & Associates; Principal, The Earnscliffe Strategy
Group
|
|
May
5, 1997
|
|
161,525
|
|
|
|
|
|
|
|
|
|
Marc
J. Oppenheimer
(3)(6)
New
Jersey, United States
of
America
Director
|
|
President,
Octagon Assoc. Inc.
|
|
February
20, 1995
|
|
511,895
|
|
|
|
|
|
|
|
|
|
Johan
C. van’t Hof
(2)(3)(5)
Ontario,
Canada
Director
|
|
President,
Tonbridge Corporation
|
|
March
12, 2004
|
|
21,114
|
|
|
|
|
|
|
|
|
|
Armando
F. Zullo
(4)(5)
British
Columbia, Canada
Director
|
|
President,
A.F. Zullo & Company Ltd.
|
|
December
3, 1996
|
|
83,669
|
|
|
|
|
|
|
|
|
Notes:
|
(1)
|
Information
on the province or state and country of residence, the principal
occupation and the number of Common Shares beneficially owned or
controlled or directed, directly or indirectly, by each proposed nominee
is not within the knowledge of management of the Corporation and has been
furnished by the proposed nominee. The number of Common Shares
beneficially owned or controlled or directed, directly or indirectly, by
each proposed nominee is as at May 5,
2008.
|
|
(2)
|
Member
of the Audit Committee.
|
|
(3)
|
Member
of the Finance and Risk Management
Committee.
|
|
(4)
|
Member
of the Corporate Governance
Committee.
|
|
(5)
|
Member
of the Nominating and Compensation
Committee.
|
|
(6)
|
Member
of the Environment, Health and Safety and Operations
Committee.
|
Other
than as described below, no director or senior officer of the Corporation is, at
the date of this Circular, or has, within ten years prior to the date of this
Circular:
|
(a)
|
been
a director, chief executive officer or chief financial officer of any
company that (i) was subject to a cease trade order, an order similar to a
cease trade order or an order that denied the company access to any
exemption under securities legislation that was in effect for a period of
more than 30 consecutive days; or (ii) was subject to a cease trade order,
an order similar to a cease trade order or an order that denied the
company access to any exemption under securities legislation that was in
effect for a period of more than 30 consecutive days that was issued after
the proposed director ceased to be a director, chief executive officer or
chief financial officer and which resulted form an event that occurred
while that person was acting in the capacity as director, chief executive
officer or chief financial officer;
|
|
(b)
|
been
a director or executive officer of any company that, while that person was
acting in that capacity, or within a year of that person ceasing to act in
that capacity, became bankrupt, made a proposal under any legislation
relating to bankruptcy or insolvency or was subject to or instituted any
proceedings, arrangement or compromise with creditors or had a receiver,
receiver manager or trustee appointed to hold its assets;
or
|
|
(c)
|
become
bankrupt, made a proposal under any legislation relating to bankruptcy or
insolvency or become subject to or instituted any proceedings, arrangement
or compromise with creditors, or had a receiver, receiver manager or
trustee appointed to hold the assets of that
individual.
|
Other
than as described below, no director or senior officer of the Corporation is, at
the date of this Circular, or has been subject to (i) any penalties or sanctions
imposed by a court relating to securities legislation or by a securities
regulatory authority or has entered into a settlement agreement with a
securities regulatory authority; or (ii) any other penalties or sanctions
imposed by a court or regulatory body that would likely be considered important
to a reasonable security holder in deciding whether to vote for a proposed
director.
In
connection with ongoing negotiations between Mr. Fung and certain parties, Mr.
Fung has filed an intention to make a proposal to certain creditors on February
29, 2008.
Approval
of Unallocated Options
The
rules of the TSX require that, if a listed issuer has a stock option plan that
does not have a fixed maximum number of shares issuable thereunder, the
directors and shareholders of the issuer must approve and reaffirm the
unallocated options under the plan every three years.
At
the meeting of shareholders held on June 24, 2005, the shareholders of the
Corporation approved an amendment to the Corporation’s Incentive Share Option
Plan (the “
Share Option
Plan
” or “
SOP
”)
to provide that the maximum number of Common Shares issuable under the Share
Option Plan be equal to 10% of the issued and outstanding Common Shares from
time to time. As at May 5, 2008, 294,670,945 Common Shares were outstanding,
29,467,085 Common Shares had previously been issued and were issuable under the
Share Option Plan and options to purchase an additional 12,338,088 Common Shares
under the Share Option Plan were outstanding. Accordingly, as at that date,
options to purchase up to an additional 10,332,989 Common Shares remained
available for grant under the Share Option Plan (the “
Unallocated Options
”).
Outstanding options to purchase Common Shares previously granted under the Share
Option Plan will continue unaffected notwithstanding the approval or disapproval
of the Unallocated Options at the Meeting.
The
directors of the Corporation have approved and reaffirmed the Unallocated
Options. At the Meeting, shareholders will be asked to approve and reaffirm the
Unallocated Options. Shareholders will be asked to consider and, if deemed
advisable, to approve the following resolution:
“BE
IT RESOLVED THAT:
|
1.
|
the
unallocated options under the Corporation’s Incentive Share Option Plan
(the “
Plan
”) are
hereby approved and affirmed;
|
|
2.
|
the
Corporation seek further shareholder approval of unallocated options under
the Plan no later than June 25, 2011;
and
|
|
3.
|
any
director or officer of the Corporation is hereby authorized and directed,
for and on behalf of the Corporation, to do all such acts and things and
to execute, whether under the corporate seal of the Corporation or
otherwise, and deliver all such documents and instruments as may be
considered necessary or desirable to give effect to the
foregoing.”
|
The
Board of Directors unanimously recommends that shareholders vote in favour of
the approval and reaffirmation of the Unallocated Options.
Unless otherwise directed, the
persons named in the accompanying form of proxy intend to vote “For” the
resolution to approve and reaffirm the Unallocated Options as set out
above.
EXECUTIVE
AND DIRECTOR COMPENSATION
Compensation
of Officers
The
following table sets out information concerning the compensation paid during the
three most recently completed financial years to (a) each of the individuals who
served as the chief executive officer or the chief financial officer of the
Corporation during the most recently completed financial year; (b) each of the
three most highly compensated executive officers of the Corporation, other than
the chief executive officer and the chief financial officer, who were serving as
executive officers at the end of the most recently completed financial year and
whose total salary and bonus exceeds $150,000; and (c) each of the individuals
who would have been included in (b) if they had been serving as an officer
of the Corporation at the most recently completed financial year end (the “
Named Executive
Officers
”).
Summary
Compensation Table
|
|
|
Annual
Compensation
|
Long
Term Compensation Awards
|
|
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
(1)
($)
|
Other
Annual
Compensation
($)
|
Securities
Under
Options
Granted
(2)
(#)
|
All
Other
Compensation
($)
|
|
|
|
|
|
|
|
|
|
Gordon
M. Thompson
(3)
President
and Chief
Executive
Officer
|
2007
2006
2005
|
$458,333
Nil
Nil
|
$150,000
Nil
Nil
|
$10,239
Nil
Nil
|
575,000
Nil
Nil
|
Nil
Nil
Nil
|
|
|
|
|
|
|
|
|
|
Hemdat
Sawh
(4)
Chief
Financial
Officer
|
2007
2006
2005
|
$143,750
Nil
Nil
|
$57,500
Nil
Nil
|
$7,041
Nil
Nil
|
165,000
Nil
Nil
|
Nil
Nil
Nil
|
|
|
|
|
|
|
|
|
|
Robert
Crombie
(5)
Senior
Vice-President
Corporate
Development
|
2007
2006
2005
|
$220,000
$188,750
$175,000
|
$139,500
$95,000
$30,400
|
$7,041
$24,271
$13,952
|
50,000
101,900
26,400
|
Nil
Nil
Nil
|
|
|
|
|
|
|
|
|
|
Dr.
Richard Spencer
(6)
Vice-President
Exploration
|
2007
2006
2005
|
$221,667
$210,000
$210,000
|
$144,500
$105,000
$44,100
|
$11,335
$14,335
$12,794
|
50,000
103,700
40,100
|
Nil
Nil
Nil
|
|
|
|
|
|
|
|
|
|
Dr.
Sadek El-Alfy
(7)
Vice-President
Operations
|
2007
2006
2005
|
US$228,000
US$228,000
US$228,000
|
US$56,240
US$90,000
US$36,000
|
Nil
Nil
Nil
|
Nil
107,500
36,000
|
Nil
Nil
Nil
|
|
|
|
|
|
|
|
|
|
Todd
Bruce
(8)
Former
President and Chief Executive Officer
|
2007
2006
2005
|
$41,667
$500,000
$500,000
|
Nil
Nil
$90,000
|
$2,888
$44,457
$24,450
|
Nil
40,000
105,200
|
$1,500,000
$33,333
Nil
|
|
|
|
|
|
|
|
|
|
Daniel
Hamilton
(9)
Former
Chief Financial Officer
|
2007
2006
2005
|
$62,500
$246,167
$204,000
|
$62,500
$125,000
$30,400
|
$11,834
$11,798
$11,087
|
Nil
132,300
26,400
|
$9,896
Nil
Nil
|
Notes:
|
(1)
|
Bonuses
are reported in the year in which they were earned, not the year in which
they were paid. The bonuses for 2006 consist of an annual bonus and a
special retention bonus.
|
|
(2)
|
Options
to purchase Common Shares granted during the
year.
|
|
(3)
|
Mr.
Thompson was appointed President and Chief Executive Officer on February
1, 2007. His annual salary is $500,000 and the amount noted above
represents the salary paid to Mr. Thompson from February 1, 2007 to
December 31, 2007.
|
|
(4)
|
Mr.
Sawh was appointed Chief Financial Officer on May 15, 2007. His annual
salary is $244,000 and the amount noted above represents the salary paid
to Mr. Sawh from May 15, 2007 to December 31,
2007.
|
|
(5)
|
Mr.
Crombie was appointed Senior Vice-President, Corporate Development on
April 1, 2007, prior to that he held the position of Vice-President,
Corporate Development and Planning.
|
|
(6)
|
Dr.
Spencer resigned as Vice-President, Explorations on January 15,
2008.
|
|
(7)
|
Dr.
El-Alfy resigned as Vice-President, Operations on February 20,
2008.
|
|
(8)
|
Mr.
Bruce resigned as President and Chief Executive Officer on January 31,
2007. His annual salary was $500,000 and the amount noted above represents
the salary paid to Mr. Bruce from January 1, 2007 to the date
of his resignation. The amount noted under “All Other Compensation” in
2007 represents severance payments of $1,500,000 over the period from
January 31, 2007 to January 31, 2008; and in 2006 represents compensation
paid on December 22, 2006 in respect of unused vacation
time.
|
|
(9)
|
Mr.
Hamilton resigned as the Chief Financial Officer effective on March 31,
2007. His annual salary was $250,000 and the amount noted above
represents the salary paid to Mr. Hamilton from January 1, 2007
to the date of his resignation. The amount noted under “All Other
Compensation” in 2007 represents compensation paid in respect of unused
vacation time.
|
Options
Granted
The
following table sets out information concerning options for Common Shares
granted to the Named Executive Officers during 2007.
Option
Grants During the Most Recently Completed Financial Year
|
Name
|
Securities
Under
Options
Granted
(1)
(#)
|
%
of Total
Options
Granted
to
Employees
in
Year
(2)
|
Exercise
or
Base
Price
($/Security)
|
Market
Value
of
Securities
Underlying
Options
on the
Date
of Grant
($/Security)
|
Expiration
Date
|
|
Gordon
M. Thompson
|
400,000
(3)
25,000
150,000
|
25.00%
2.00%
9.00%
|
$3.41
$4.46
$2.13
|
$3.41
$4.46
$2.13
|
February
1, 2012
June
28, 2017
December
24, 2012
|
|
Hemdat
Sawh
|
150,000
(4)
90,000
(5)
25,000
|
9.00%
6.00%
2.00%
|
$4.79
$4.64
$2.30
|
$4.79
$4.64
$2.30
|
May
17, 2012
June
6, 2012
December
3, 2012
|
|
Dr.
Richard Spencer
|
50,000
|
4.00%
|
$2.30
|
$2.30
|
December
3, 2012
|
|
Robert
Crombie
|
25,000
25,000
|
2.00%
2.00%
|
$4.23
$2.30
|
$4.23
$2.30
|
April
2, 2012
December
3, 2012
|
Notes:
|
(1)
|
Unless
otherwise indicated, all options are exercisable immediately upon
issuance.
|
|
(2)
|
Options
granted to the Named Executive Officers and employees who are not
directors.
|
|
(3)
|
Options
vest as to one third on each of the first, second and third anniversary of
the date of grant which occurred on February 1,
2007.
|
|
(4)
|
Options
vest as to one third on each of the first, second and third anniversary of
the date of grant which occurred on May 17,
2007.
|
|
(5)
|
Options
vest as to one third on each of the first, second and third anniversary of
the date of grant which occurred on June 6,
2007.
|
Options
Exercised
The
following table sets out information concerning options exercised by the Named
Executive Officers during 2007 and the value of unexercised options held by the
Named Executive Officers as at December 31, 2007. The closing price of the
Common Shares on the TSX on December 31, 2007 was $2.30.
Aggregated
Option Exercises During the Most Recently Completed Financial Year
and
Financial Year-End Option Values
|
Name
|
Securities
Acquired
on
Exercise
(#)
|
Aggregate
Value
Realized
|
Unexercised
Options
at
Year-End (#)
|
Value
of Unexercised
in-the-Money
Options
at
Year-End
|
|
|
|
|
Exercisable
|
Unexercisable
|
Exercisable
|
Unexercisable
|
|
Gordon
M. Thompson
|
Nil
|
Nil
|
390,000
|
400,000
|
$36,100
|
Nil
|
|
Hemdat
Sawh
|
Nil
|
Nil
|
25,000
|
240,000
|
Nil
|
Nil
|
|
Robert
Crombie
|
Nil
|
Nil
|
328,300
|
25,000
|
$3,200
|
Nil
|
|
Dr.
Richard Spencer
(1)
|
10,000
|
$5,034
|
273,800
|
25,000
|
Nil
|
Nil
|
|
Dr.
Sadek El-Alfy
(2)
|
Nil
|
Nil
|
132,500
|
25,000
|
Nil
|
Nil
|
|
Todd
Bruce
(3)
|
Nil
|
Nil
|
686,454
|
Nil
|
Nil
|
Nil
|
|
Daniel
Hamilton
(4)
|
10,000
|
$11,861
|
228,700
|
Nil
|
Nil
|
Nil
|
Notes:
|
(1)
|
Dr.
Spencer resigned as Vice-President, Exploration on January 15,
2008.
|
|
(2)
|
Dr.
El-Alfy resigned as Vice-President, Operations on February 20,
2008.
|
|
(3)
|
Mr.
Bruce resigned as President and Chief Executive Officer on January 31,
2007.
|
|
(4)
|
Mr.
Hamilton resigned as the Chief Financial Officer effective on March 31,
2007
|
Employment
Contracts
The
Corporation has entered into employment agreements with each of the Named
Executive Officers. Mr. Hamilton, Dr. Spencer and Dr. El-Alfy terminated their
employment agreements with the Corporation on March 31, 2007, January 15, 2008
and February 20, 2008, respectively, and such contracts are no longer in
force.
Mr.
Bruce terminated his employment agreement with the Corporation on January 31,
2007 and this contract is no longer in force. Pursuant to an agreement effective
as of January 31, 2007 between the Corporation and Mr. Bruce in connection with
the termination of his employment agreement, Mr. Bruce received severance
payments of: (i) $250,000 on January 31, 2007; (ii) $500,000 payable in twelve
equal monthly installments from January 31, 2007 until January 31, 2008; and
(iii) $750,000 on January 31, 2008.
Dr.
El-Alfy terminated his employment agreement with the Corporation on February 20,
2008 and this contract is no longer in force. Pursuant to an agreement effective
as of February 20, 2008 between the Corporation and Dr. El-Alfy in connection
with the termination of his employment agreement, Dr. El-Alfy received a one
time payment of US$225,000.
The
Corporation has entered into: (1) an employment agreement effective as of
February 1, 2007 with Gordon M. Thompson to serve as President and Chief
Executive Officer of the Corporation; (2) an employment agreement with Hemdat
Sawh to serve as the Chief Financial Officer of the Corporation commencing on
May 15, 2007; (3) an employment agreement effective as of March 15, 2007 with
William A. Faust to serve as Senior Vice-President and Chief Operating Officer
of the Corporation; (4) an employment agreement effective as of April 1, 2007
with Robert Crombie to serve as Senior Vice-President, Corporate Development of
the Corporation.
Under
Mr. Thompson’s employment agreement, he is entitled to receive an annual base
salary of $500,000 and participate in the Corporation’s benefit programs. He is
also eligible to receive an annual bonus up to a maximum target of 50% of his
annual base salary based on satisfactory achievement of performance objectives
established for such year and to receive grants of stock options under and in
accordance with the terms of the Share Option Plan. If his employment is
terminated for disability, Mr. Thompson is entitled to continue to receive his
annual base salary and benefits for a period of one year. If his employment is
terminated for any reason other than disability or cause,
Mr.
Thompson is entitled to receive a lump sum payment equal to three times his
annual base salary and a continuation of his benefits for a period of three
years. In the event that his employment is terminated within six months after a
change of control of the Corporation (which includes the acquisition of
ownership of or control or direction over more than 50% by value of the assets
of the Corporation), Mr. Thompson is entitled to receive: (a) a lump sum payment
equal to three times his annual base salary; (b) an amount equal to the
aggregate of: (i) his maximum target bonus for the year in which the termination
occurred pro-rated to the date of termination; and (ii) his maximum target bonus
for a period of three years; and (c) a continuation of his benefits for a period
of three years.
Under
Mr. Sawh’s employment agreement, he is entitled to receive an annual base salary
of $244,000 and participate in the Corporation’s benefit programs. He is also
eligible to receive an annual bonus up to a maximum target of 50% of his annual
base salary based on satisfactory achievement of performance objectives
established for such year and to receive grants of stock options under and in
accordance with the Share Option Plan equal in value, as at the date of grant of
such options, of up to a maximum target of 50% of his annual base salary. In the
event that his employment is terminated for disability, Mr. Sawh is
entitled to continue to receive his annual base salary and benefits for a period
of one year. In the event that his employment is terminated for any
reason other than disability or cause, Mr. Sawh is entitled to receive a lump
sum payment equal to two times his annual base salary and a continuation of his
benefits for a period of two years. In the event that his employment is
terminated within six months after a change of control of the Corporation (which
includes the acquisition of ownership of or control or direction over more than
50% by value of the assets of the Corporation), Mr. Sawh is entitled to receive:
(a) a lump sum payment equal to two times his annual base salary; (b) an amount
equal to the aggregate of: (i) his maximum target bonus for the year in which
the termination occurred pro-rated to the date of termination; and (ii) his
maximum target bonus for a period of two years; and (c) a continuation of his
benefits for a period of two years.
Under
Mr. Faust’s employment agreement, he is entitled to receive an annual base
salary of US$292,000 and participate in the Corporation’s benefit programs. He
is also eligible to receive an annual bonus up to a maximum target of 50% of his
annual base salary based on satisfactory achievement of performance objectives
established for such year and to receive grants of stock options under and in
accordance with the Share Option Plan equal in value, as at the date of grant of
such options, of up to a maximum target of 50% of his annual base salary. In the
event that his employment is terminated for disability, Mr. Faust is
entitled to continue to receive his annual base salary and benefits for a period
of one year. In the event that his employment is terminated for any
reason other than disability or cause, Mr. Faust is entitled to receive a lump
sum payment equal to two times his annual base salary and a continuation of his
benefits for a period of two years. In the event that his employment is
terminated within six months after a change of control of the Corporation (which
includes the acquisition of ownership of or control or direction over more than
50% by value of the assets of the Corporation), Mr. Faust is entitled to
receive: (a) a lump sum payment equal to two times his annual base salary; (b)
an amount equal to the aggregate of: (i) his maximum target bonus for the year
in which the termination occurred pro-rated to the date of termination; and (ii)
his maximum target bonus for a period of two years; and (c) a continuation of
his benefits for a period of two years.
Under
Mr. Crombie’s employment agreement, he is entitled to receive an annual base
salary of $244,000 and participate in the Corporation’s benefit programs. He is
also eligible to receive an annual bonus up to a maximum target of 50% of his
annual base salary based on satisfactory achievement of performance objectives
established for such year and to receive grants of stock options under and in
accordance with the Share Option Plan equal in value, as at the date of grant of
such options, of up to a maximum target of 50% of his annual base salary. In the
event that his employment is terminated for disability, Mr. Crombie is
entitled to continue to receive his annual base salary and benefits for a period
of one year. In the event that his employment is terminated for any reason other
than disability or cause, Mr. Crombie is entitled to receive a lump sum payment
equal to two times his annual base salary and a continuation of his benefits for
a period of two years. In the event that his employment is terminated within six
months after a change of control of the Corporation (which includes the
acquisition of ownership of or control or direction over more than 50% by value
of the assets of the Corporation), Mr. Crombie is entitled to receive: (a) a
lump sum payment equal to two times his annual base salary; (b) an amount equal
to the aggregate of: (i) his maximum target bonus for the year in which the
termination occurred pro-rated to the date of termination; and (ii) his maximum
target bonus for a period of two years; and (c) a continuation of his benefits
for a period of two years.
Composition
of the Nominating and Compensation Committee
The
Nominating and Compensation Committee, which is composed of Messrs. Brown
(Chair), Zullo and van’t Hof, reviews and makes recommendations to the Board
with respect to the compensation of the executive officers of the Corporation.
This committee also recommends candidates for election to the Board, including
the Chief Executive Officer.
Directors
who are also members of management absent themselves from a meeting, or portion
of a meeting, of the Board where such individual’s compensation is discussed and
refrains from voting in respect of the approval of such
compensation.
Report
on Executive Compensation
Executive
compensation may be comprised of any combination of cash (in the form of salary
and bonus), benefits and stock options.
Executive
compensation is based on an evaluation of individual qualifications and
performance, a comparison of compensation packages in peer group companies and
the performance of the Corporation. A new executive compensation
system was unanimously approved by the Board in December, 2004 and became
effective January 1, 2005. The new system is based on the findings of Enns and
Company and Towers Perrin, whose services were engaged to assist the Corporation
in developing an executive compensation system appropriate for the Corporation’s
organizational structure. The objective of the exercise was to make executive
compensation consistent with industry standards and practices. Under the system,
executive compensation has three principal components: a base salary that is a
function of industry norms and relevant experience; a cash bonus that is a
function of achieving defined performance goals determined by the Compensation
Committee; and a long-term incentive share option plan that is also a function
of achieving such performance goals.
The
performance of the President and Chief Executive Officer is evaluated annually
by the Compensation Committee. The Compensation Committee has
determined that the compensation package remains consistent with the industry
compensation benchmarks reviewed by the Compensation Committee at the time of
hiring. Mr. Thompson is eligible to receive an annual bonus up to a maximum
target of 50% of his annual base salary based on achievement of satisfactory
performance objectives and to receive grants of stock options in accordance with
the Share Option Plan. Mr. Thompson earned a bonus of 30% of his
annual base salary and was granted stock options to acquire 150,000 Common
Shares relating to his performance in fiscal 2007.
Performance
Graph
The
following performance graph compares the cumulative return to shareholders of
the Corporation of an investment in Common Shares with the cumulative return to
them of an investment in the Standard & Poor’s/Toronto Stock Exchange
Composite Index (“
TSX
Composite
”) and the Standard & Poor’s/Toronto Stock Exchange Global
Gold Index (formerly, the S&P/TSX Capped Gold Index) (“
TSX Gold
”) assuming an
investment of $100 on December 31, 2002 and, where applicable, the
reinvestment of dividends.
|
Index
|
Dec
31/02
|
Dec
31/03
|
Dec
31/04
|
Dec
31/05
|
Dec
31/06
|
Dec
31/07
|
|
Corporation
|
$100
|
$150.21
|
$184.55
|
$107.30
|
$181.55
|
$98.71
|
|
TSX
Composite
|
$100
|
$124.29
|
$139.79
|
$170.42
|
$195.15
|
$209.13
|
|
TSX
Gold
(1)
|
$100
|
$113.61
|
$103.39
|
$125.52
|
$160.05
|
$152.50
|
Notes:
|
(1)
|
The
index methodology change from S&P/TSX Capped Gold Index to S&P/TSX
Global Gold Index was effective on December 18,
2006.
|
Compensation
of Directors
Other
than Mr. Thompson, directors of the Corporation are compensated for their
services as directors through a combination of annual fees, stock options and,
in the discretion of the Board in certain circumstances, special
payments. Mr. Thompson receives no additional compensation for
serving as a director other than an annual grant of stock options to acquire
Common Shares.
The
Corporation has entered into an agreement dated January 1, 2004 with Robert Fung
to serve as Chair of the Board. Under the agreement, Mr. Fung
receives annual compensation of $180,000 payable monthly in
arrears. Mr. Fung is also eligible to receive an annual performance
bonus of not less than US$100,000 at the discretion of the Board. In
the event of a change of control of the Corporation which results in Mr. Fung’s
termination as Chairman of the Board, Mr. Fung is entitled to receive a lump sum
payment equal to three times his annual compensation including the performance
bonus described above.
Independent
directors (in 2007, Messrs. Brown, Longden, Near, Oppenheimer, van’t Hof and
Zullo) receive an annual fee of US$20,000 and US$2,000 meeting fee payable, at
the option of the Corporation; in Common Shares (see “Equity Compensation Plans
- Directors Remuneration Plan”). All directors receive an annual grant of
options to acquire 25,000 Common Shares.
With
the exception of the Audit Committee, the Chair of a Board committee receives an
additional annual grant of options to acquire 20,000 Common Shares and a member
of a Board committee (other than the Chair) receives an additional annual grant
of options to acquire 15,000 Common Shares. The Chair of the Audit
Committee receives an additional annual grant of options to acquire 30,000
Common Shares and a member of the Audit Committee (other than the Chair)
receives an additional annual grant of options to acquire 20,000 Common
Shares. The options are granted immediately after the annual general
meeting of shareholders of the Corporation in each year.
During
2007, Mr. van’t Hof received cash compensation of $80,000 for acting as the lead
director of the Board. The Corporation paid for health insurance costs for Mr.
Oppenheimer in 2007 and included these fees as directors’ expenses.
Directors
and Officers Insurance
The
Corporation maintains directors and officers’ liability insurance for itself and
its directors and officers. Under the insurance policy, the
Corporation is entitled to be reimbursed, subject to a deductible of US$150,000,
for indemnity payments made by it to its directors and officers for losses
suffered by them and the directors and officers are entitled to be reimbursed
for losses suffered by them if they are not indemnified by the
Corporation. The policy has a limit of US$15,000,000 per
occurrence. The annual premium payable by the Corporation under the
policy is US$295,000.
INDEBTEDNESS
OF DIRECTORS AND EXECUTIVE OFFICERS
None
of the individuals who are or were during 2007 directors or executive officers
of the Corporation or are proposed nominees for election as directors of the
Corporation and their respective associates and affiliates is or at any time
since the beginning of 2007 was indebted to the Corporation or any of its
subsidiaries.
EQUITY
COMPENSATION PLANS
As
at the end of the Corporation’s most recently completed financial year, the
Common Shares that were authorized for issuance under the Corporation’s equity
compensation plans are set out below.
Equity
Compensation Plan Information
|
|
Number
of securities issuable upon exercise of outstanding options, warrants and
rights
|
Weighted-average
exercise price of outstanding options, warrants and rights
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in
column (a))
|
|
Plan
Category
|
(a)
|
(b)
|
(c)
|
|
Equity
Compensation plans approved by securityholders
(Category 1)
|
12,527,422
|
$3.04
|
7,095,118
|
|
Equity
Compensation plans not approved by securityholders
(Category
2)
|
Not
Applicable
|
Not
Applicable
|
Not
Applicable
|
|
Total
|
12,527,422
|
$3.04
|
7,095,118
|
The
numbers in Category 1 refer to the SOP and the Directors’ Remuneration Plan
(the “
DRP
”) as at
December 31, 2007, details of which are contained below.
Incentive
Share Option Plan
Background
The shareholders of
the Corporation approved the SOP in June 2002. Shareholders approved
an amendment to the SOP in June 2005 to increase the maximum number of Common
Shares issued and issuable under the SOP.
In June 2007, shareholders
approved certain amendments to the SOP relating to blackout periods (the “
Blackout Period Amendment
”),
cashless exercise (the “
Cashless Exercise Amendment
”)
and the addition of detailed provisions that outline the types of amendments to
the plan that require shareholder approval and those that can be made without
shareholder approval (the “
Amendment Provisions
”),
together with
certain other minor
amendments of a conforming and clerical nature
adopted by the Board.
The
purpose of the SOP is to provide additional economic incentive to the directors,
officers, employees and consultants of the Corporation and its associated and
affiliated companies (“
eligible
persons
”), to encourage stock ownership by eligible persons, to increase
the proprietary interest of eligible persons in the success of the Corporation
and to assist the Corporation and its subsidiaries in attracting talented new
directors, officers and employees. The Board or the Nominating and
Compensation Committee administers the SOP.
2005
Amendment of SOP
On
June 24, 2005, the shareholders approved an amendment to the SOP to change the
maximum number of Common Shares issued and issuable thereunder from 13,500,000
to 10% of the issued and outstanding Common Shares from time to time. The
purpose of the change was to facilitate the use of options to assist the
Corporation in attracting and retaining experienced and skilled employees. In
2004, the Corporation commenced a program of granting options to employees at
its Venezuelan operations. This program remains in place and the Corporation
expects that this program will continue in the future.
Pursuant
to TSX rules and regulations, the number of Common Shares available for future
grant of options under the SOP must be approved by the Board, including a
majority of the unrelated directors, and the shareholders of the Corporation
every three years.
2007
Amendments of SOP
On
June 28, 2007, the shareholders approved certain amendments to the SOP to
reflect the introduction of new rules affecting equity compensation plans
introduced by the TSX in 2006, together with certain other minor amendments of a
conforming and clerical nature.
The
SOP was amended to permit the exercise of certain options which would otherwise
have expired during or within 10 business days following a period in which
trading in the Common Shares is restricted by the policies of the Corporation.
The SOP was also amended to provide the Board with the flexibility to permit
participants in the SOP to receive, without payment by the participant of any
additional consideration, Common Shares equal to the value of the option (or the
portion thereof) being exercised by surrender of the option to the Corporation.
In addition, the SOP was amended to include certain amending provisions required
by the TSX and, in addition, to specify those amendments which require
shareholder approval.
Summary
of Material Terms
The
maximum number of Common Shares issued and issuable under the SOP is currently
29,467,085, being 10% of the number of issued and outstanding Common Shares as
at May 5, 2008. The maximum number of Common Shares issuable to any one person
at any time under the SOP is 5% of the Common Shares outstanding at that time on
a non-diluted basis. The maximum number of Common Shares issued or issuable to
insiders at any time under the SOP and any other share compensation arrangement
of the Corporation is 10% of the Common Shares outstanding at that time on a
non-diluted basis.
The
exercise price and the vesting and exercise periods of options granted under the
SOP are determined at the time of grant. The exercise price of an
option may not be less than the closing price of the Common Shares on the TSX on
the trading day immediately preceding the date of grant. All options
must be exercised no later than 10 years after the date of grant. Previously
granted options under the SOP will be available for re-allocation if they are
cancelled prior to their exercise. If the holder of an option ceases to be an
eligible person for any reason (including termination of their employment with
the Corporation for cause), unless otherwise determined or provided in an
employment agreement between the holder and the Corporation, all unvested
options held by the holder expire and all vested options held by the holder must
be exercised, in the case of death, within the lesser of the remainder of the
exercise period and 12 months after the holder ceased to be an eligible person
and, in all other cases, during the remainder of the exercise
period.
The
Corporation does not provide financial assistance to holders of options to
facilitate the purchase of Common Shares on the exercise of their options.
Options granted under the SOP may be transferred only on death and are
exercisable during the lifetime of the holder only by the holder and after the
death of the holder only by the holder’s legal representative.
The
Board may amend or terminate the SOP at any time in accordance with its terms
subject to any applicable regulatory or other approvals. Notwithstanding the
amendment provisions contained in the SOP, approval of the shareholders of the
Corporation will be required in the case of (i) any amendment to the amendment
provisions of the SOP, (ii) any increase in the maximum number of Common Shares
issuable under the SOP, (iii) any reduction in the exercise price or any
extension of the term of outstanding options benefiting an insider, and (iv) any
changes to the insider participation limits which result in the security holder
approval to be required on a disinterested basis, in addition to such other
matters that may require shareholder approval under the rules and policies of
the TSX. No amendment or termination of the SOP may change any rights of a
holder of options without the consent of the holder.
SOP
Activity
The
following table sets out SOP activity from December 31, 2006 to May 5,
2008.
|
|
Maximum
Number of Common Shares Issued and Issuable under
the
SOP
|
|
Common
Shares Issuable Under Outstanding Options
|
|
Common
Shares Available for
Future
Grant
(1)
|
|
Balance
– December 31, 2006
|
24,542,449
|
|
11,394,085
|
|
7,292,356
|
|
Increase
in 2007
|
1,623,458
|
|
-
|
|
1,623,458
|
|
Options
granted in 2007
|
-
|
|
2,067,004
|
|
(2,067,004)
|
|
Options
exercised in 2007
|
-
|
|
(864,000)
|
|
-
|
|
Options
cancelled in 2007
|
-
|
|
(69,667)
|
|
69,667
|
|
Balance
– December 31, 2007
|
26,165,907
|
|
12,527,422
|
|
6,918,477
|
|
Increase
in 2008
|
3,301,178
|
|
-
|
|
3,301,178
|
|
Options
granted in 2008
|
-
|
|
-
|
|
-
|
|
Options
exercised in 2008
|
-
|
|
(76,000)
|
|
-
|
|
Options
cancelled in 2008
|
-
|
|
(113,334)
|
|
113,334
|
|
Balance
– May 5, 2008
|
29,467,085
|
|
12,338,088
|
|
10,332,989
|
Notes:
|
(1)
|
The
maximum number of Common Shares issued and issuable under the SOP less all
Common Shares issued under previously exercised options and issuable under
outstanding options.
|
Summary
Information
The
following table sets out summary information with respect to the SOP as at May
5, 2008.
Maximum
Number of
Common
Shares Issued
and
Issuable Under
the
SOP
|
|
Common
Shares
Issued
Under
Exercised
Options
|
|
Common
Shares
Issuable
Under
Outstanding
Options
|
|
Common
Shares
Available
for
Future Grant
(1)
|
|
|
|
%
of Common Share Capital
|
|
|
|
%
of Common Share Capital
|
|
|
|
%
of Common Share Capital
|
|
|
|
%
of Common Share Capital
|
|
29,467,085
|
|
10%
|
|
6,796,008
|
|
2.0%
|
|
12,338,088
|
|
4.0%
|
|
10,332,989
|
|
4.0%
|
Notes:
|
(1)
|
The
maximum number of Common Shares issued and issuable under the SOP less all
Common Shares issued under previously exercised options and issuable under
outstanding options.
|
Directors’
Remuneration Plan
Background
The
shareholders of the Corporation approved the DRP of the Corporation in December
1998.
The
DRP is administered by the Nominating and Compensation Committee. The
purpose of the DRP is to provide for the issue of Common Shares to the directors
of the Corporation and its associated and affiliated companies in lieu of cash
compensation payable to them in respect of their service as directors of the
Corporation and its associated and affiliated companies.
Summary
of Material Terms
The
maximum number of Common Shares issued and issuable under the DRP is currently
600,000. The maximum number of Common Shares issued or issuable to
insiders at any time under the DRP and any other share compensation arrangement
of the Corporation is 10% of the Common Shares outstanding at that time on a
non-diluted basis.
The
issue price per share of any Common Shares issued under the DRP may not be less
than the closing price of the Common Shares on the TSX on the trading day
immediately preceding the date of issue.
The
Board may amend or terminate the DRP at any time subject to any required
regulatory or other approvals. The maximum number of Common Shares
issued and issuable under the DRP may not be increased without the approval of
the shareholders of the Corporation. The Board made a number of minor
housekeeping amendments to the DRP effective as of January 1,
2005. None of these amendments were material or required shareholder
approval.
Directors’
Remuneration Plan Activity
The
following table sets out the DRP activity from December 31, 2006 to May 5,
2008.
|
|
Maximum
Number of Common Shares Issued and Issuable Under
the
DRP
|
|
Common
Shares
Issued
|
|
Common
Shares Available for
Future
Issue
(1)
|
|
|
|
|
|
|
|
|
Balance
– December 31, 2006
|
600,000
|
|
384,851
|
|
215,149
|
|
Common
Shares issued in 2007
|
-
|
|
38,508
|
|
(38,508)
|
|
Balance
– December 31, 2007
|
600,000
|
|
423,359
|
|
176,641
|
|
Common
Shares issued in 2008
|
-
|
|
45,808
|
|
(45,808)
|
|
Balance
– May 5, 2008
|
600,000
|
|
469,167
|
|
130,833
|
Notes:
|
(1)
|
The
maximum number of Common Shares issued and issuable under the DRP less all
Common Shares previously issued.
|
Summary
Information
The
following table sets out summary information with respect to the DRP as at May
5, 2008.
|
Maximum
Number of
Common
Shares Issued
and
Issuable Under
the
DRP
|
Common
Shares
Issued
|
Common
Shares
Available
for
Future
Issue
(1)
|
|
|
%
of Common Share Capital
|
|
% of Common Share
Capital
(1)
|
|
%
of Common Share Capital
|
|
600,000
|
0.20%
|
469,167
|
0.16%
|
130,833
|
0.04%
|
Notes:
|
(1)
|
The
maximum number of Common Shares issued and issuable under the DRP less all
Common Shares previously issued.
|
The
corporate governance practices of the Corporation are subject to the
requirements of the United States Sarbanes-Oxley Act of 2002 (“
SOX
”), the rules of the United
States Securities and Exchange Commission (“
SEC
”) adopted pursuant to SOX,
the rules of the AMEX applicable to foreign private issuers, the TSX Company
Manual and the guidelines and rules of the Canadian Securities Administrators.
The Corporation believes that its corporate governance practices comply with all
of these requirements, rules and guidelines applicable to the Corporation at
this time.
Attached
to this Circular as Schedule “
A
”
is a copy of the Corporate Governance Statement of the Corporation in Form
58-101F1.
INTEREST
OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
Except
as otherwise set out in this Circular, none of the informed persons of the
Corporation or proposed nominees for election as directors of the Corporation
and their respective associates or affiliates has any material interest, direct
or indirect, in any transaction since the commencement of 2007 or in any
proposed transaction which has materially affected or would materially affect
the Corporation or any of its subsidiaries.
AUDIT
COMMITTEE INFORMATION
The
audit committee information required by Multilateral Instrument 52-110 is
located in the Corporation’s Annual Information Form for the period ended
December 31, 2007 under the heading “Audit Committee.”
INTEREST
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Except
as otherwise set out in this Circular, none of the individuals who are or were
at any time since the beginning of 2007 directors or executive officers of the
Corporation or are proposed nominees for election as directors of the
Corporation and their respective associates and affiliates has any material
interest, direct or indirect, by way of beneficial ownership of securities or
otherwise, in any matter to be acted on at the Meeting other than the election
of directors or the appointment of auditors.
MANAGEMENT
CONTRACTS
No
management functions of the Corporation or any of its subsidiaries are to any
substantial degree performed by any person other than the directors and
executive officers of the Corporation.
OTHER
MATTERS
Shareholder
Proposals
Shareholders
must submit any shareholder proposal that they wish to be considered at the
annual meeting of shareholders of the Corporation to be held in 2009 no later
than 90 days before the anniversary date of the Notice of Meeting accompanying
this Circular.
Glossary
The
terms “affiliate”, “associate”, “insider” and “senior officer” used in this
Circular have the meanings given to them in the
Securities Act
(Ontario). The terms “executive officer” and “informed person” used
in this Circular have the meanings given to them in National Instrument 51-102
issued by the Canadian Securities Administrators.
Additional
Information
Additional
information relating to the Corporation is available on SEDAR at
www.sedar.com
. Shareholders
may obtain copies of the annual report of the Corporation including the audited
consolidated financial statements of the
Corporation
and related MD&A for the year ended December 31, 2007 by contacting the
Chief Financial Officer, Crystallex International Corporation, Suite 1210,
18 King Street East, Toronto, Canada M5C 1C4.
BOARD
APPROVAL
The
contents and the sending of this Circular have been approved by the Board of
Directors.
DATED:
May 5,
2008.
|
|
BY
ORDER OF THE BOARD OF DIRECTORS
|
|
|
|
“Gordon
M. Thompson”
|
|
|
|
Gordon
M. Thompson,
President
and Chief Executive Officer
|
|
CORPORATE
GOVERNANCE DISCLOSURE
This
Statement sets out the principal corporate governance practices of Crystallex
International Corporation (“Corporation”) as required by National Instrument
58-101 “Disclosure of Corporate Governance Practices.” The
documents referred to in this Statement may be viewed in electronic format at
www.sedar.com
or the Corporation’s website at
www.crystallex.com
.
Board
of Directors
Disclosure
Concerning Director Independence
The
Corporate Governance Committee has assessed the independence of each of the
directors and reported the results of its assessment to the
Board. Based on the report of the Corporate Governance Committee and
the application of the criteria set out in the National Instrument 52-110 “Audit
Committees” as reflected in the Policy on Independence of Directors, the Board
has determined that six of the eight current directors are independent: Messrs.
Brown, Longden, Near, Oppenheimer, van’t Hof and Zullo.
The
following sets out the directors who are not independent and describes the basis
for that determination:
Robert A. Fung
serves as
Chair of the Board. He is an employee of Macquarie Capital Markets
Canada Ltd. (formerly Orion Securities Inc.), an investment dealer that has
acted as agent or underwriter in connection with securities offerings by the
Corporation and provides financial advisory services to the Corporation.
Mr. Fung is not independent.
Gordon M. Thompson
is
currently the President and Chief Executive Officer of the
Corporation. Because of his employment by the Corporation, Mr.
Thompson is not independent.
The
independent directors hold meetings or portions thereof at which non-independent
directors and members of management are not present on an as needed basis and
regularly hold meetings with the non-independent Chair of the Board, without
management present. There were three meetings of the independent directors with
the non-independent Chair present, without management present, held since the
beginning of the Corporation’s most recently completed financial year. There was
one independent directors-only meeting held since the beginning of the
Corporation’s most recently completed financial year.
Since
the chair of the board is not an independent director, the Board has appointed
Mr. van’t Hof as the lead director. The roles and
responsibilities
of
the lead director are:
|
|
(a)
|
carries
out the responsibilities of the Chair in the absence of the Chair and the
Vice-Chair.
|
|
|
(b)
|
works
with the Chair to facilitate a Board agenda that will enable the Board to
successfully carry out its
responsibilities.
|
|
|
(c)
|
is
available to shareholders who have concerns that cannot be addressed
through the Chair or the Chief Executive
Officer.
|
|
|
(d)
|
schedules,
sets the agenda for and chairs separate meetings of the independent
directors.
|
|
|
(e)
|
acts
as the principal interface between the Chair and other
directors.
|
|
|
(f)
|
provides
advice and counsel to the Chair and the Chief Executive
Officer.
|
|
|
(g)
|
performs
such other functions as may be reasonably requested by the Board or the
Chair.
|
|
|
Attendance
Record of Directors – 2007
|
Legend:
ü
= Present; x = Absent;
c = Participated by Conference Call
|
Date
of Meeting
|
Fung
|
Thompson
|
Brown
|
Longden
|
Near
|
Oppenheimer
|
van’t
Hof
|
Zullo
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13-Dec-07
|
√
|
√
|
√
|
√
|
c
|
√
|
√
|
√
|
|
06-Dec-07
|
c
|
c
|
c
|
x
|
c
|
c
|
c
|
x
|
|
04-Dec-07
|
c
|
c
|
c
|
c
|
c
|
c
|
c
|
c
|
|
13-Nov-07
|
c
|
√
|
c
|
c
|
c
|
c
|
c
|
c
|
|
10-Aug-07
|
x
|
√
|
c
|
c
|
c
|
c
|
c
|
c
|
|
28-Aug-07
|
√
|
√
|
√
|
√
|
√
|
√
|
√
|
√
|
|
07-Jun-07
|
c
|
c
|
c
|
c
|
c
|
c
|
c
|
c
|
|
24-May-07
|
c
|
c
|
c
|
c
|
c
|
x
|
c
|
c
|
|
11-May-07
|
|
c
|
c
|
c
|
c
|
c
|
c
|
c
|
|
07-May-07
|
c
|
c
|
c
|
x
|
c
|
c
|
c
|
c
|
|
17-Apr-07
|
c
|
c
|
c
|
c
|
c
|
c
|
c
|
x
|
|
28-Mar-07
|
c
|
c
|
c
|
c
|
c
|
c
|
c
|
c
|
|
19-Mar-07
|
c
|
c
|
c
|
x
|
c
|
c
|
c
|
c
|
|
30-Jan-07
|
√
|
–
|
c
|
x
|
c
|
x
|
√
|
c
|
|
17-Jan-07
|
√
|
–
|
c
|
c
|
c
|
c
|
c
|
c
|
The
following directors of the Corporation are presently a director of another
reporting issuer:
|
Director
|
Reporting
Issuer
|
Jurisdiction(Exchange)
|
|
Michael
J. H. Brown
|
Queenston
Mining Inc.
Afri-Can
Marine Minerals Corporation
Latin
American Minerals Inc.
Canary
Resources Inc.
|
Canada
(TSX)
Canada
(TSX-V)
Canada
(TSX-V)
Delaware
(OTC:Pink Sheets)
|
|
Johan
C. van’t Hof
|
Tonbridge
Power Inc.
|
Ontario
(TSX-V)
|
|
Robert
A. Fung
|
Tonbridge
Power Inc.
Kingsway
International Holdings Limited
|
Ontario
(TSX-V)
Bermuda
(TSX)
|
Board
Mandate
The
Board has adopted a Charter of the Board of Directors that, among other things,
sets out the responsibilities of the Board.
The full text of the Charter of the
Board of Directors
is
attached to this Circular as
Schedule “
B
”.
Position
Descriptions
The
Board has developed a written position description for the Chair of the Board,
the Chairs of each Board Committee and the Chief Executive Officer.
Orientation
and Continuing Education
The
Board has adopted procedures for the orientation and training of new directors.
The orientation and training of new directors is overseen by the Nominating and
Compensation Committee and the Corporate Governance Committee. New directors are
typically provided with an information package concerning the Corporation,
its
properties
and internal policies and meet with both the Board as a whole and individual
directors to obtain additional information concerning the Corporation and its
business.
The
Corporation provides continuing education opportunities for all directors so
that they can maintain or enhance their knowledge and understanding of the
business of the Corporation and their responsibilities as directors. The
directors receive regular briefings on recent developments in relation to
corporate governance issues and financial matters from the external legal and
financial advisors to the Corporation. The Board will consider requests of
individual directors for approval to pursue continuing educational opportunities
on a case by case basis.
Ethical
Business Conduct
The
Board has adopted a written Code of Business Conduct and Ethics for all
directors, officers, employees, their immediate families and where applicable,
third parties engaged to represent the Corporation, which is a practical set of
policies and standards intended to guide and influence behavior. The Code of
Business Conduct and Ethics may be viewed in electronic format at
www.sedar.com
or the Corporation’s website at
www.crystallex.com
,
or can be obtained in paper format from the Corporation at: Crystallex
International Corporation, Suite 1210, 18 King Street East, Toronto, Ontario,
M5C 1C4, Canada.
The
Board monitors compliance with the Code through an annual compliance review with
the President and Chief Executive Officer.
There
have been no material change reports filed in the past year that pertain to any
conduct of a director or executive officer departing from the Code.
The
Board requires directors to exercise independent judgment in considering
agreements and transactions by requiring regular conflict declarations.
Nomination
and Compensation of Directors
The
Nominating and Compensation Committee is comprised of Messrs. Brown (Chair),
Zullo and van’t Hof, all of whom are independent.
As
part of its mandate, the Nominating and Compensation Committee, in cooperation
with the Corporate Governance Committee, is responsible for reviewing the size
and effectiveness of the Board and making any recommendations for change to the
Board. The Board will then determine the specific number of directors
on the Board and as required consider qualified and suitable Board candidates
who can contribute to the ongoing development of the Corporation. The Board has
determined that the current number of directors is appropriate for the
Corporation’s current operations and enables the Board to perform its duties
diligently and efficiently.
In
addition, the Nominating and Compensation Committee reviews the adequacy and
form of directors and officers compensation at least annually and reports any
recommendations to the Board for consideration. As part of this
review, the Committee must evaluate whether the compensation realistically
reflects the responsibilities and risks involved in being an effective director
or officer. The Committee also takes the state of the Company’s
financial position into account in assessing the adequacy of the compensation.
Compensation may be in the form of stock options.
Other
Board Committees
In
addition to the Nominating and Compensation Committee, the Board has established
four other permanent committees to assist it in carrying out its
responsibilities: the Audit Committee, the Corporate Governance Committee, the
Finance and Risk Management Committee and the Environment, Health and Safety and
Operations Committee.
Each
Board committee has a charter setting out its composition, responsibilities and
authority.
Other
than the President and Chief Executive Officer, no member of management is a
member of any Board committee. Members of management attend Board committee
meetings at the invitation of the committee.
The
function of each Board committee is set out below.
Audit
Committee
The
Audit Committee is comprised of Messrs. van’t Hof (Chair), Longden and Near, all
of whom are independent.
The
role of the Audit Committee is to assist the Board in fulfilling its corporate
governance and oversight responsibilities with respect to accounting and
financial reporting processes, internal financial control structure, financial
risk management systems and external audit function.
Corporate
Governance Committee
The
Corporate Governance Committee is comprised of Messrs. Brown (Chair) and Zullo,
both of whom are independent.
The
role of the Corporate Governance Committee is to assist the Board in fulfilling
its responsibilities with respect to the composition and operation of the Board
and Board committees and corporate governance standards and
practices.
Finance
and Risk Management Committee
The
Finance and Risk Management Committee is comprised of Messrs. van’t Hof (Chair),
Brown, Thompson, Fung and Oppenheimer, half of whom are not
independent.
The
role of the Finance and Risk Management Committee is to assist the Board in
fulfilling its policy and oversight responsibilities with respect to financial
matters, including short- and long-term financings, issuances of securities,
foreign currency, hedging and derivatives transactions, capital expenditures and
long-term commitments and policies and guidelines for the investment of cash,
and its oversight responsibilities with respect to non-financial risk management
systems.
Environment,
Health and Safety and Operations Committee
The
Environment, Health and Safety and Operations Committee is comprised of
Messrs. Longden (Chair), Brown, Thompson, Fung and Oppenheimer, the
majority of whom are independent.
The
role of the Environment, Health and Safety and Operations Committee is to assist
the Board with respect to environment, health and safety matters arising out of
the activities of the Corporation and to oversee the operations of the
Corporation.
Assessments
The
Nominating and Compensation Committee is responsible for at least annually, in
cooperation with the Corporate Governance Committee, assessing the effectiveness
of the Board and Board Committees and the competencies and skills of the
directors and reporting the results of such assessments to the
Board.
CHARTER
OF THE BOARD OF DIRECTORS
General
|
(1)
|
The
board of directors (
Board
)
of Crystallex International Corporation (
Corporation
)
is responsible for supervising the management of the business and affairs
of the Corporation.
|
|
(2)
|
The
composition, responsibilities, and authority of the Board are set out in
this Charter.
|
|
(3)
|
This
Charter and the by-laws of the Corporation and such other procedures, not
inconsistent therewith, as the Board may adopt from time to time shall
govern the meetings and procedures of the
Board.
|
Composition
|
(1)
|
The
directors of the Corporation
(Directors
)
should have a mix of competencies and skills necessary to enable the Board
and Board committees to properly discharge their
responsibilities.
|
|
(2)
|
The
Nominating and Compensation Committee annually (and more frequently, if
appropriate) recommends to the Board candidates for election or
appointment as Directors taking into account the Board’s conclusions with
respect to the appropriate size and composition of the Board and Board
committees and the competencies and skills required to enable the Board
and Board committees to properly discharge their responsibilities and the
competencies and skills of the current
Board.
|
The
Board approves the final choice of candidates.
The
shareholders of the Corporation elect the Directors annually.
|
(3)
|
The
Corporation has adopted a Policy on Independence of Directors. The purpose
of the Policy is to:
|
|
|
(a)
|
set
out the test that the Board will use to determine whether a Director is
independent;
|
|
|
(b)
|
identify
the criteria that the Board will use to assess whether a Director is
independent; and
|
|
|
(c)
|
describe
the disclosure that the Board will provide to shareholders of the
Corporation with respect to its determination of the independence of
Directors.
|
|
(4)
|
The
Board has resolved that, commencing with the annual meeting of
shareholders to be held in 2005, a majority of the Directors will be
independent.
|
|
(5)
|
The
Board will appoint a Chair and, if deemed appropriate, a Vice-Chair from
among its members. If the Chair is not independent, the Board will
designate one of the independent directors as the Lead Director. The
Corporation has adopted position descriptions for the Chair, Vice-Chair
and Lead Director.
|
|
(6)
|
The
Secretary of the Corporation shall be secretary of the Board (
Secretary
).
|
Responsibilities
|
(1)
|
The
Board is responsible for supervising the management of the business and
affairs of the Corporation and its subsidiary entities (
Crystallex
Group
).
|
|
(2)
|
In
discharging their responsibilities, the Directors owe the following
fiduciary duties to the
Corporation:
|
|
|
l
|
a duty of loyalty
: they
must act honestly and in good faith with a view to the best interests of
the Corporation; and
|
|
|
l
|
a duty of care
: they
must exercise the care, diligence and skill that a reasonably prudent
person would exercise in comparable
circumstances.
|
In
discharging their responsibilities, the Directors are entitled to rely on the
honesty and integrity of the senior officers of the Corporation and the auditors
and other professional advisors of the Corporation.
In
discharging their responsibilities, the Directors are also entitled to directors
and officers liability insurance purchased by the Corporation and
indemnification from the Corporation to the fullest extent permitted by law and
the constating documents of the Corporation.
|
(3)
|
The
Board has specifically recognized its responsibilities
for:
|
|
|
(a)
|
to
the extent feasible, satisfying itself as to the integrity of the Chief
Executive Officer and other senior officers of the Corporation and that
the Chief Executive Officer and other senior officers of the Corporation
create a culture of integrity throughout the Crystallex
Group;
|
|
|
(b)
|
adopting
a strategic planning process and approving annually (or more frequently if
appropriate) a strategic plan which takes into account, among other
things, the opportunities and risks of the business of the
Corporation;
|
|
|
(c)
|
overseeing
the identification of the principal risks of the business of the
Corporation and overseeing the implementation of appropriate systems to
manage these risks;
|
|
|
(d)
|
overseeing
the integrity of the internal control and management information systems
of the Corporation;
|
|
|
(e)
|
succession
planning (including appointing, training and monitoring the senior
officers of the Corporation);
|
|
|
(f)
|
adopting
a disclosure policy for the Corporation;
and
|
|
|
(g)
|
developing
the approach of the Corporation to corporate
governance.
|
|
(4)
|
In
addition to those matters which must by law be approved by the Board, the
Board oversees the development of, and reviews and approves, significant
corporate plans and initiatives of the Corporation, including the annual
business plan and budget, major acquisitions and dispositions and other
significant matters of corporate strategy or
policy.
|
|
(5)
|
To
assist the Directors in discharging their responsibilities, the Board
expects management of the Corporation
to:
|
|
|
(a)
|
review
and update annually (or more frequently if appropriate) the strategic plan
and report regularly to the Board on the implementation of the strategic
plan in light of evolving
conditions;
|
|
|
(b)
|
prepare
and present to the Board annually (or more frequently if appropriate) a
business plan and budget and report regularly to the Board on the
Corporation’s performance against the business plan and budget;
and
|
|
|
(c)
|
report
regularly to the Board on the Corporation’s business and affairs and on
any matters of material consequence for the Corporation and its
shareholders.
|
Additional
expectations are developed and communicated during the annual strategic planning
and budgeting process and during regular Board and Board committee
meetings.
|
(6)
|
The
Board considers that generally management should speak for the Corporation
in its communications with shareholders and the public. The Corporation’s
investor relations personnel are required to respond to inquiries from
shareholders and the public after review and discussion, as appropriate,
by senior management and the Board or Board committees. The Corporation’s
investor relations personnel are available to shareholders by telephone,
fax and e-mail. The Corporation maintains an investor relations section on
its website. Presentations at investor conferences are posted promptly on
the Corporation’s website. They are also available on request. The Board
reviews the Corporation’s major communications with shareholders and the
public.
|
|
(7)
|
Directors
are expected to attend Board meetings, meetings of Board committees of
which they are members and the annual meeting of the shareholders of the
Corporation. Directors are also expected to spend the time needed, and to
meet as frequently as necessary, to discharge their
responsibilities.
|
|
(8)
|
Directors
are expected to comply with the Code of Business Conduct and Ethics of the
Corporation.
|
Authority
|
(1)
|
The
Board is authorized to carry out its responsibilities as set out in this
Charter.
|
|
(2)
|
The
Board is authorized to retain, and to set and pay the compensation of,
independent legal counsel and other advisors if it considers this
appropriate.
|
|
(3)
|
The
Board is authorized to invite officers and employees of the Corporation
and outsiders with relevant experience and expertise to attend or
participate in its meetings and proceedings if it considers this
appropriate.
|
|
(4)
|
The
Directors have unrestricted access to the officers and employees of the
Corporation. The Directors will use their judgment to ensure that any such
contact is not disruptive to the operations of the Corporation and will,
to the extent not inappropriate, advise the Chair and the Chief Executive
Officer of the Corporation of any direct communications between them and
the officers and employees of the
Corporation.
|
|
(5)
|
The
Board and the Directors have unrestricted access to the advice and
services of the Secretary.
|
|
(6)
|
The
Board may delegate certain of its functions to Board committees, each of
which will have its own Charter.
|
Meetings
and Proceedings
|
(1)
|
The
Board shall meet as frequently as necessary but not less than five times
each year.
|
|
(2)
|
Any
Director or the Secretary may call a meeting of the
Board.
|
|
(3)
|
The
Chair is responsible for the agenda of each meeting of the Board,
including input from other Directors and the officers and employees of the
Corporation as appropriate. Meetings will include presentations by
management or professional advisors and consultants when appropriate and
allow sufficient time to permit a full and open discussion of agenda
items.
|
|
(4)
|
Unless
waived by all Directors, a notice of each meeting of the Board confirming
the date, time, place and agenda of the meeting, together with any
supporting materials, shall be forwarded to each Director at least three
days before the date of the
meeting.
|
|
(5)
|
The
quorum for each meeting of the Board is a majority of the Directors. In
the absence of the Chair, the other Directors may appoint one of their
number as chair of a meeting. The chair of a meeting shall not have a
second or casting vote.
|
|
(6)
|
The
Secretary or his delegate shall keep minutes of all meetings of the Board,
including all resolutions passed by the Board. Minutes of meetings shall
be distributed to the Directors after preliminary approval thereof by the
Chair.
|
|
(7)
|
An
individual who is not a Director may be invited to attend a meeting of the
Board for all or part of the
meeting.
|
|
(8)
|
The
independent Directors and the non-management Directors shall meet
regularly alone to facilitate full
communication.
|
Self
Assessment
|
(1)
|
The
Board shall regularly assess its effectiveness with a view to ensuring
that the performance of the Board accords with best
practices.
|
|
(2)
|
The
Board shall annually review and update this Charter as
required.
|
Schedule
C
COMPARISON
TO CANADIAN CORPORATE GOVERNANCE REQUIREMENTS
National
Instrument 58-101F1 – Corporate Governance Disclosure, National Policy
58-201
|
Required
Disclosure NI 58-101 Fl
|
Relevant
Guideline from NP 58-201
|
Compliance
|
|
1.
Board of Directors
|
Meaning
of Independence/Composition of the Board/Meetings of Independent
Directors
|
|
|
1(a)-(g)
|
2.1;
3.1; 3.2; 3.3
|
Yes
|
|
2.
Board
Mandate
|
Board
Mandate
|
|
|
2(a)
|
3.4(a)-(g);
(i), (ii)
|
Yes
|
|
3.
Position Descriptions
|
Position
Descriptions
|
|
|
3(a)-(b)
|
3.5
|
Yes
|
|
4.
Orientation and Continuing
Education
|
Orientation
and Continuing Education
|
|
|
4(a)
(i), (ii): (b)
|
3.6;
3.7
|
Yes
|
|
5.
Ethical Business
Conduct
|
Code
of Business Conduct and Ethics
|
|
|
5(a)
(i), (ii) & (iii); (c)
|
3.8(a)-(f);
3.9
|
Yes
|
|
6.
Nomination of Directors
|
Nomination
of Directors
|
|
|
6(a)-(c)
|
3.10;
3.11; 3.12(A)-(B); 3.13; 3.14(a)-(c)
|
Yes
|
|
7.
Compensation
|
Compensation
|
|
|
7(a)-(d
)
|
3.15;
3.16; 3.17 (a)-(c)
|
Yes
|
|
8.
Other Board Committees
|
|
|
|
n/a
|
n/a
|
Yes
|
|
9.
Assessments
|
Regular
Board Assessments
|
|
|
n/a
|
3.18
(a)-(b)
|
Yes
|