KEY PROXY VOTE SURVEY

Transcription

1 09 KEY PROXY VOTE SURVEY R E S P O N S I B L E I N V E S T M E N T F O R A S U S T A I N A B L E E C O N O M Y

2 by Catherine Smith, Senior Research Analyst The 2009 Key Proxy Vote Survey is produced by the Columbia Institute in cooperation with the Shareholder Association for Research and Education (SHARE). At the Columbia Institute our goal is to foster inclusive, sustainable communities. We believe that communities that value social justice and the environment, as well as the local economy, are healthier, happier places to live. Fostering individual and organizational leadership is essential for achieving strong communities. We support investment decisionmakers to achieve these goals by providing cutting-edge research on responsible investing topics through our partnership with SHARE. The Shareholder Association for Research and Education (SHARE) is a social enterprise that coordinates and assists responsible investment practices. Since its creation in 2000, SHARE has carried out this mandate by providing active ownership services, including proxy voting and engagement, as well as education, policy advocacy, and practical research on responsible investment issues. The 2009 Key Proxy Vote Survey is an annual survey of the discretionary proxy-voting practices of investment managers and proxy voting services that vote the proxies of Canadian shares owned by Canadian pension plans and other institutional investors. The Survey is also available in French, thanks to the support of the Fédération des travailleurs et travailleuses du Québec (FTQ) and the Fondation pour la formation économique du Fonds de solidarité FTQ. L enquête sur les vote clés de procuration 2009 est aussi disponible en français. Pour obtenir une copie, contactez SHARE. La traduction a été effectuée grâce à la collaboration de la Fédération des travailleurs et travailleuses du Québec (FTQ) et de la Fondation pour la formation économique du Fonds de solidarité FTQ Shareholder Association for Research and Education Suite 1200, 1166 Alberni Street, Vancouver, BC V6E 3Z3 Canada T F

3 TABLE OF CONTENTS EXECUTIVE SUMMARY... 5 INTRODUCTION... 8 SURVEY RESULTS AT A GLANCE SURVEY METHOD Part 1: Selection of Proposals...12 Part 2: Survey of Investment Managers and Proxy-Voting Services...13 Part 3: Analysis of the Survey Results...14 ANALYSIS OF PROXY ISSUES Election of Directors...15 Appointment of Auditors...19 Executive Compensation...21 Takeover Protection Shareholder Rights Plans...26 Other Corporate Governance Issues...27 Social and Environmental Issues...28 DETAILED ANALYSIS OF SURVEY RESULTS Survey Responses Partial Response How Investment Managers Vote Proxies...33 Who is Responsible for Proxy Voting? Proxy Voting Guidelines Proxy Voting Reports Public Disclosure of Proxy Votes Securities Lending Responses by Proposal CONCLUSIONS AND RECOMMENDATIONS... 44

4 APPENDIX: RESPONSES OF PARTICIPATING FIRMS Acuity Investment Management Inc Addenda Capital AMI Partners Inc. Investment Counsel Bâtirente Inc Beutel, Goodman & Company Ltd Bissett Investment Management CIBC Asset Management Inc Connor, Clark & Lunn Investment Glass, Lewis & Co., LLC Greystone Managed Investments Inc Groupe Investissement Responsable Inc Gryphon Investment Counsel Inc Highstreet Asset Management Inc Invesco Trimark Jones Heward Investment Counsel Inc Leith Wheeler Investment Counsel Ltd Marco Consulting Group Montrusco Bolton Investments Inc Natcan Investment Management PCJ Investment Counsel Ltd Phillips, Hager & rth Investment ProxyVote Plus, LLC RiskMetrics Group, Proxy Advisory Services RiskMetrics Group, Social Advisory Services RiskMetrics Group, Taft-Hartley Advisory Services Scotia Cassels Investment Counsel Sionna Investment Managers Standard Life Investments Inc Van Berkom and Associates Inc KEY PROXY VOTE SURVEY 4

5 EXECUTIVE SUMMARY that will allow them to compare proxy voting by investment managers and proxy voting services. proxy voting services (collectively called firms in this report) that have Canadian pension plan clients and that decide how to vote the proxies of at least some of the equity holdings of those clients. The survey asks firms how they voted on a set of issues that appeared on the ballots of Canadian companies in the previous year. It also asks firms descriptive questions about their proxy voting processes, such as how frequently they issue proxy voting reports to clients. with their clients in the development of their proxy voting guidelines, and disclosing their proxy voting guidelines to the public. The results of this year s survey In particular, we found that the votes cast by participating firms were more were generally positive and slightly better than the 2008 results in many respects. In selected for the survey. This year, the average score was 49%, which is the particular, we found that the votes cast by participating firms were more likely to match SHARE s votes than in Average Firm Scores by Year 60% 50% 40% 30% 20% 10% 44% 50% 49% 44% 29% 0% KEY PROXY VOTE SURVEY

6 There was only one notable negative result in the 2009 survey. A substantial majority, 71% of investment their own discretion that is, without instructions or guidance from their clients. This is an increase from 2008, when the proportion was 63%. In survey results since 2003, between roughly two-thirds and threequarters of investment managers have consistently reported that they decide how to vote most of their Percentage of Clients With Over 80% of Pension Assets Voted at Firm s Discretion 100% 90% 80% 70% 60% 50% This increase is of some concern. Pension fund trustees have a fiduciary duty to oversee how the proxies attached to their equity investments are voted. It is difficult to do this if trustees allow their voting agents, either investment managers or proxy voting services, to decide how their shares should be voted without giving those agents instructions or guidance. KEY PROXY VOTE SURVEY 6

7 SHARE recommends that all pension fund trustees take the following steps to oversee how the proxies of explanation of their votes on issues in the survey and on any other issues of interest to you. has global investments, establish proxy voting guidelines with a global scope. guidelines. guidelines. 7 KEY PROXY VOTE SURVEY

8 INTRODUCTION shareholders of the companies in which they invest. Proxy voting is a simple but often-overlooked way of pension funds, the proxy votes attached to their equity investments are assets of the fund. Thus, pension parties information about proxy voting by investment managers and proxy voting services. This information The survey collects information from investment managers and proxy voting services that have Canadian the investment manager or proxy voting service decides how the proxies should be voted without guidance from their clients. The survey asks these firms questions about their procedures and practices for voting the proxies, such as how often they issue proxy voting reports to their clients or whether they have proxy voting guidelines. The survey also asked these firms how they voted on a selection of 34 issues that appeared on the ballots of Canadian companies between 1 July Proxy voting is a simple but 2008 and 1 July often-overlooked way of being an active shareholder. It gives a This year, the survey was sent to 57 investment managers and 5 proxy voting company s shareholders a say in services, or 62 firms in total. Thirty-five of these firms, or 56%, responded to the how that company is managed. survey. This is a small but welcome increase in the response rate from previous years. Many of the participating firms have also participated in previous surveys. Their response to the survey demonstrates their willingness to be transparent and accountable in how they exercise proxy voting rights on behalf of their clients. Lists of the firms that did and did not respond to the survey can be found in the Detailed Analysis of Results section of this report. The KEY PROXY VOTE SURVEY 8

9 RESULTS OF THE 2009 SURVEY The section Survey Results at a Glance, following this introduction, gives a brief summary of the survey results for the past three years. A detailed review of the survey results can be found in the section titled Detailed Analysis of Results. change from 2008, but more firms are reviewing their guidelines at least annually, consulting with their clients in developing their guidelines, and disclosing their guidelines to the public. The 2009 results also show that all but one of the firms that handle securities lending for their clients have procedures in place to recall lent shares in time to vote them. The most striking positive result of the 2009 survey can be seen in the voting records of the firms that responded to the survey on the 34 issues we selected from the 2009 proxy season. The survey compares the closely its votes match the SHARE guidelines. In 2008 the average score was 29%, and participating firms surveys. This year, the average score was 49%, which is the second-highest average score since We can only speculate on the reasons for this reversal in scores, since that information is beyond the scope of the to the normal range. It may also be that the financial crisis has led investment managers and proxy voting services to view proxy ballot issues with a more critical eye. participating firms that report that they decide how to vote the proxies of their Canadian pension plan clients without guidance from those clients. Survey results since 2004 have shown a trend that suggested that more pension plans were giving their voting agents guidance on how their proxies should be voted. However, this year that trend reversed. SHARE encourages trustees to give their voting agents direction on how to vote their proxies, ideally by giving their voting agents a set of proxy voting guidelines. The conclusion of this report contains more detailed suggestions on how trustees can oversee proxy voting. CONFIDENTIALITY AND DISCLOSURE Some of the firms that did not participate in the survey continue to refuse to take part because, they insist, information about their proxy voting is confidential. With all due respect to those firms, SHARE other information requested in the survey poses no threat to confidentiality as long as individual client information or holdings are not disclosed. This principle is illustrated by the mutual funds and public pension funds that make their voting records public, and by respondents to this survey. In addition, transparency in proxy voting benefits all investors in the long run. Public disclosure of proxy voting information allows investors to compare how investment managers handle proxy voting before engaging those managers. It also gives investors a basis for evaluating the proxy voting performance of their own investment managers. 9 KEY PROXY VOTE SURVEY

10 SURVEY RESULTS AT A GLANCE PROPOSALS Number of proposals surveyed Number of management proposals surveyed Number of shareholder proposals surveyed RESPONSES Response rate 56% 52% 47% Number of participating firms 35 32* 31* Number of firms that did not respond Number of firms that declined to participate Two firms gave only partial responses *One firm gave only a partial response in each year ASSETS (IN CAD$ BILLIONS) OF PARTICIPATING FIRMS Total pension assets under management $353.7 * $452.7 $553.7 Total pension assets invested in Canadian equities under management $54.7 * $44.8 $64.4 * t all participating firms reported their assets under management PROXY VOTING SYSTEMS EMPLOYED BY INVESTMENT MANAGERS* Delegated to, or took recommendations from a proxy service 29% 25% 16% In-house proxy voting staff person 37% 34% 35% Individual portfolio managers 23% 9% 23% Internal proxy voting committee 20% 34% 19% Research analysts 0% 6% 10% Other 14% 9% 13% * Results total more than 100% because some firms use more than one system KEY PROXY VOTE SURVEY 10

11 VOTING DISCRETION Investment managers who exercised voting discretion over 80 71% 63% 71% PROXY VOTING GUIDELINES 94% 94% 97% 89% 84% 90% 49% 39% 55% 40% 29% 42% PROXY VOTE REPORTS TO PENSION PLAN CLIENTS 100% 94% 100% Reports are annual 9% 7% 16% Reports are quarterly 37% 33% 48% Reports are made at a frequency determined by the client 51% 57% 36% Reports are made at some other frequency 0% 7% 0% Reports are in a standard format 54% 59% 64% Reports are in a customized format 40% 41% 36% Reports can be in either format 6% NA NA PUBLIC DISCLOSURE 31% 29% 29% SECURITIES LENDING 29% 41% 39% 26% 31% 32% 11 KEY PROXY VOTE SURVEY

12 SURVEY METHOD proposals are selected from issues that appeared on the proxy ballots of Canadian companies during the previous year. Second, we send the survey to investment managers and proxy voting services that vote processes for voting proxies. PART 1: SELECTION OF PROPOSALS To be included in the survey, proposals must have appeared on the ballots of Canadian companies. They also had to meet the following criteria: 1. They were put before shareholders for a vote between July and July This range of dates coincides with the end the second quarter of each year, which is often considered the end of the proxy-voting season. It also allows us to include issues that appear on the ballots of companies 2. They appeared on the ballots of companies that were in the S&P/TSX Composite Index as of June Most pension plans hold shares of the companies on the index. 3. They addressed issues that are covered in SHARE s Model Proxy Voting Guidelines. We made exceptions to this criterion when proposals raised issues that we believed were of particular interest to shareholders. 1 The SHARE guidelines were developed in 2002 and are revised annually, with the advice and guidance of a committee of experts in corporate governance and socially responsible investing. The guidelines serve as a model to assist Canadian pension funds in developing their own proxy voting guidelines and evaluating proxy voting done by voting agents. Copies of the guidelines are KEY PROXY VOTE SURVEY 12

13 4. For management proposals, the proposal won less than 75% of the votes cast, with three exceptions. The exceptions were made for proposals that were highly unlikely to receive votes in favour from less than 75% of shareholders. Specifically: a. Proposals at companies where a small number of shareholders control a large portion of the votes. This exception allows the survey to more accurately reflect the position of pension funds, which are usually minority shareholders in these companies. b. Proposals for the election of directors and appointment of auditors. Shareholders cannot vote against withhold their votes for directors and auditors. A vote of more than 2% or 3% against a director or auditor is unusual. votes. This was done to avoid biasing the survey against companies that do disclose the numeric results of shareholder votes. 5. For shareholder proposals, the proposal won more than 10% of the votes cast. We applied the same exceptions for controlled or closely held companies that we applied to management proposals. survey. Omnibus proposals are management proposals in which a number of issues are bundled into one and shareholders are asked to cast a single vote for or against them all. The most common example is presenting nominees for director as a single slate to be voted on, which requires shareholders to vote Proxy Vote Survey were slates of directors. Analysis of Proxy Issues. 13 KEY PROXY VOTE SURVEY

14 SURVEY METHOD PART 2: SURVEY OF INVESTMENT MANAGERS AND PROXY VOTING SERVICES vote at least some of the proxies at their own discretion, that is, without instructions from their clients. THE SURVEY FORM services (herein called firms ) about their proxy voting process and related issues, such as their proxy voting reports to clients and any voting guidelines they have. The second part asks firms to indicate how they voted on the proxy ballot issues we selected. The survey also asks firms about the size and composition of the funds they manage. The survey forms were sent to each recipient by fax or on September The survey could also be completed on the internet. The deadline for responses to the survey was October PART 3: ANALYSIS OF THE SURVEY RESULTS Our analysis of the survey results includes evaluating how investment managers and proxy voting services manage proxy voting. The analysis also compares how firms voted on key issues in the 2009 proxy season compared with the votes of investment managers who did not respond to the survey but posted their votes online and with the votes of all shareholders for each issue. KEY PROXY VOTE SURVEY 14

15 ANALYSIS OF PROXY ISSUES explains why we believe they are important to shareholders. They are organized by general topic with the ELECTION OF DIRECTORS BOARD INDEPENDENCE SHARE Model Proxy Voting Guidelines: Independent boards of directors The role of the board of directors is to guide and oversee the management of a company on behalf of the shareholders. It is important for board members to be independent of management and the company for this reason. To avoid potential conflicts of interest, directors should not have any relationship to the company on whose board they serve, except as directors and shareholders. Directors are not in a good position to hold management accountable if they have any other relationship to the company or if they depend on the corporation for any benefit other than their stock in the company and the compensation they receive as directors. Canfor Corporation Elect James Shepard Meeting date: 30 April 2009 Shareholder vote: Passed. numeric vote results were disclosed. vote against all of the directors on the board who are not independent, provided shareholders can vote on 15 KEY PROXY VOTE SURVEY

16 ANALYSIS OF PROXY ISSUES Pacific Rubiales Energy Corp. Elect Miguel de la Campa Meeting date: 21 May 2009 Shareholder vote: 40.84% withheld At Pacific Rubiales, only four of the ten directors are independent of management. SHARE voted to withhold for Mr. de la Campa, who is not an independent director because he is an executive co-chair of the board. Pacific Rubiales also has non-independent directors on the compensation and nominating committees, which should be made up entirely of independent directors. SET THE NUMBER OF DIRECTORS SHARE Model Proxy Voting Guidelines: Size of boards of directors Companies that do not have enough independent directors on their boards need to be able to add the size of the board at companies where fewer than two-thirds of the directors are independent. Freehold Royalty Trust Meeting date: 13 May 2009 Shareholder vote: Passed. numeric vote results were disclosed. to fix the number of directors at eight, its current number. INDEPENDENT CHAIR OF THE BOARD SHARE Model Proxy Voting Guidelines: Independent chair of the board director. one can fulfill the responsibilities of chair and those of CEO or any other senior management companies also have potential conflicts of interest and should not serve as chair. KEY PROXY VOTE SURVEY 16

17 ANALYSIS OF PROXY ISSUES Imperial Oil Ltd. Elect Bruce March Meeting date: 30 April 2009 Shareholder vote: 0.17% withheld Mr. March is both the CEO of Imperial Oil and the chair of its board. The practice of combining the positions of board chair and CEO is fraught with potential conflicts of interest because it puts the CEO in charge of the oversight of his or her own performance. SHARE withheld its vote for Mr. March. INDEPENDENT KEY COMMITTEES OF THE BOARD SHARE Model Proxy Voting Guidelines: All boards of directors should have audit, compensation, and nominating committees made up entirely of independent directors. These committees are essential in overseeing a company. They are also in the best position to protect shareholder value. executive compensation program and a nominating committee to identify the need for directors and to recruit, nominate, and orient new directors. Both committees should be made up entirely of independent Nexen Inc. Meeting date: 28 April 2009 Shareholder vote: 21.07% withheld provides legal services to Nexen. He also was a senior partner of that law firm until Suncor Energy Inc. Elect Mel Benson Meeting date: 4 June 2009 Shareholder vote: 8.59% withheld because he is one of the governors of the rthern Alberta Institute of Technology (NAIT), which received between Suncor and the NAIT is too close for Mr. Benson to be considered independent, and therefore he should not serve on the compensation committee. 17 KEY PROXY VOTE SURVEY

18 ANALYSIS OF PROXY ISSUES Bank of va Scotia Shareholder proposal 4: Ensure independence of compensation committee and advisors Meeting date: 3 March 2009 Shareholder vote: 50.54% for This shareholder proposal asked the bank to adopt a policy that 1) the CEO would not participate in the senior management would be present at discussions of their compensation. The proposal also asked the fees paid to the compensation consultant be disclosed in the proxy information circular. proposal. However, its policies do not ensure that the committee will maintain this level of independence. We believed the proposal would help guarantee that the process for setting compensation at Scotiabank DIRECTORS ATTENDANCE AT MEETINGS SHARE Model Proxy Voting Guidelines: Directors must be able to devote a sufficient amount of time and energy to the board in order to oversee but poor attendance makes it difficult for a director to fulfill his or her responsibilities to the board. SHARE withholds votes from directors who attend fewer than 75% of their board and committee meetings in the previous year, unless there are extenuating circumstances. Telus Corporation Elect Pierre Y. Ducros Meeting date: 7 May 2009 Shareholder vote: 10.95% withheld In 2008 Mr. Ducros attended only 66% of the meetings of the board and the audit committee, which he serves on. Crew Energy Inc. Elect the board Meeting date: 25 May 2009 Shareholder vote: Passed. numeric vote results were disclosed. Director John Brussa serves on the board of Crew Energy and on the boards of 18 other companies. SHARE does not normally vote against directors for sitting on too many boards, because we believe that directors are KEY PROXY VOTE SURVEY 18

19 ANALYSIS OF PROXY ISSUES fulfill his or her duty to shareholders while serving on so many boards of directors. Since we could not vote on individual directors at this company, SHARE voted to withhold for the entire board. This vote also highlights the shortcomings of requiring shareholders to vote on a slate of directors instead of allowing votes on each director individually. Shareholders who want to vote against a director at a company with slate elections must vote against all of the directors, even if most of them are acceptable. Slate elections protect directors whose attendance or performance is unsatisfactory, because shareholders are less likely to withhold their votes from an entire board than they would be to withhold votes from one or a few directors. MISCELLANEOUS ISSUES AT BOARD OF DIRECTORS: BOARD PERFORMANCE SHARE Model Proxy Voting Guidelines: Voting for directors SHARE votes for directors on a case-by-case basis, taking into consideration all of our proxy voting guidelines and the long-term performance of the corporation and the directors. SHARE will vote against directors if there is evidence that they have failed in their responsibility to oversee management and to act in the best interests of the company and its shareholders. Biovail Corporation Elect the board (management slate) Meeting date: 8 August 2008 Shareholder vote: 33.6% withheld Exchange Commission charged Biovail with accounting fraud for action the company took between 2001 and The Ontario Securities Commission laid similar charges against the company the following month. Biovail also had to restate its financial reports for 2004 through After carefully reviewing both the management and dissident boards, SHARE concluded that the dissident four of the proposed directors Douglas Squires, Laurence Paul, Michael Van Every, and William Wells were on the board during the period when the allegations of accounting fraud were first made and the restatements were required. Mr. Squires was the CEO, and Mr. Paul, Mr. Van Every, and Mr. Wells were on the interests in light of them, yet none of these directors did so. If it were possible vote against these directors as individuals, SHARE would have done so. But since that was not possible, SHARE voted to withhold for the entire board. 19 KEY PROXY VOTE SURVEY

20 ANALYSIS OF PROXY ISSUES APPOINTMENT OF AUDITORS AUDIT FEES SHARE Model Proxy Voting Guidelines: Auditor independence and the appointment of auditors condition. Shareholders must be confident that they can rely on this information and that the auditors who reviewed the information have not been compromised. All too frequently, companies hire their outside auditors to provide them with tax advice or other services. Some of these services are permitted under securities regulations. However, SHARE believes that hiring the outside auditor to perform other work, including tax services, has the potential to compromise the independence of those auditors. We strongly prefer auditors who have not performed other services for a corporation and do not hold contracts to perform services other than the annual audit. At a minimum, no more than one-third of the fees paid to the outside auditor should be for work other than the annual audit. Consumers Waterheater Income Fund Appointment of the auditors of the fund Meeting date: 1 May 2009 Shareholder vote: 18.77% withheld This income fund paid its external audit firm, PricewaterhouseCoopers, more for tax and other non-audit services than for the annual audit. SHARE withheld its vote from the auditor for this reason. AUDITOR ROTATION SHARE Model Proxy Voting Guidelines: Rotation of auditors Companies that use the same accounting firm to conduct their audits for long periods of time run the risk of developing a close relationship with the auditor that can compromise the independence of their annual audit. SHARE votes against auditors of companies that have kept the same external auditor firm for more than 10 years. va Chemicals Appoint Ernst & Young LLP as the auditors Meeting date: 14 April 2009 Shareholder vote: Passed. numeric vote results were disclosed. Ernst & Young has been the external auditor for va Chemicals since KEY PROXY VOTE SURVEY 20

21 ANALYSIS OF PROXY ISSUES AUDITORS OTHER ISSUES Savanna Energy Services Corporation Appoint Deloitte & Touche LLP as auditors Meeting date: 28 May 2009 Shareholder vote: Passed. numeric vote results were disclosed. statements for these years. This suggests that shareholders would be better served by having a different accounting firm as the auditor. EXECUTIVE COMPENSATION STOCK OPTIONS AWARDS TO DIRECTORS SHARE Model Proxy Voting Guidelines: Director compensation must be structured in a way that will preserve the independence of the board of directors and promote the long-term interests of all shareholders. Directors should hold shares in the corporation in order to align their interests with shareholders interests, and paying them with share-based forms of compensation is one way to ensure share ownership. However, directors should not be granted of its overall, long-term performance. Red Back Mining Inc. Meeting date: 21 May 2009 Shareholder vote: Management withdrew this proposal after the proxy ballots were distributed but before the annual meeting. This proposed stock option plan would have awarded stock options to directors and given them broad discretion to set the terms of the plan. SHARE voted against the plan because it created potential conflicts of interest. PERFORMANCE-BASED EXECUTIVE COMPENSATION SHARE Model Proxy Voting Guidelines: Executive compensation and performance Executives are motivated to excel when their compensation is tied to their performance. As a general rule, executive compensation should be based on and reflect performance rather than tenure or other criteria. 21 KEY PROXY VOTE SURVEY

22 ANALYSIS OF PROXY ISSUES relative to other companies in the same industry. Performance goals must be within the control or influence of the employee being evaluated. In most cases SHARE votes against executive compensation about the performance criteria is so vague that shareholders cannot determine the criteria used to award performance-based pay. Brookfield Asset Management Inc. Adopt the 2009 Management Share Option Plan Meeting date: 5 May 2009 Shareholder vote: 36.9% against There is no mention of performance criteria for either vesting or awards. Without performance criteria, stock options become rewards for tenure, rather than for doing a good job. SHARE voted against the plan. Canadian Western Bank Amend the share incentive plan Meeting date: 5 March 2009 Shareholder vote: Passed. numeric vote results were disclosed. Here, SHARE voted against the proposed plan because the performance criteria and the means of assessing them were poorly defined. The performance criteria for this stock option plan were leadership, shareholder value, and operational results. further description, details, measures or targets for these criteria were disclosed to shareholders. Such vague and subjective performance criteria make it impossible for shareholders to know how compensation is related to performance. Manulife Financial Elect Gordon G. Thiessen Meeting date: 7 May 2009 Shareholder vote: 7.81% withheld Although this was a vote on a director, it reflects shareholder discontent with executive pay at Manulife. his last 17 months as CEO in addition to his pension. The decision was made when Manulife was suffering substantial losses, and was seen as an example of high pay for poor performance. DISCOUNTED SHARE COMPENSATION SHARE Model Proxy Voting Guidelines: Stock options, price Stock options should be issued at the fair market price of the underlying shares at the time of issuance. KEY PROXY VOTE SURVEY 22

23 ANALYSIS OF PROXY ISSUES Gammon Gold Inc. Approve share issuance to award executives their 2008 annual incentive bonus Meeting date: 15 May 2009 Shareholder vote: Passed. numeric vote results were disclosed. The shares were valued at $3.09 per share when the amounts of the award were set on 8 December However, when the grants were made, the company based the size of the bonuses on the number of shares rather than the value of the award. By the time the company asked for shareholder approval to grant the bonuses, the shares were worth $8.80. Thus, the bonuses were worth substantially more than their original amount and effectively gave executives shares at a substantial discount. Discounted shares undermine the purposes of share-based compensation, which is to reward executives for improving the price of shares and aligning their interests with shareholders. RELOADED STOCK OPTIONS SHARE Model Proxy Voting Guidelines: Reload grants A reload grant automatically gives the recipient additional stock options when the original options are exercised. Reloading options is dilutive and make it possible for the recipient to lock in increases in share price with no attendant risk, a benefit not available to other shareholders. It may also undermine the principle that pay should be for performance, because the grants of reloaded stock options are automatic, regardless of how well the recipient or the company is performing. SHARE votes against stock option plans with reload provisions. Eldorado Gold Corporation Amendments to stock option plans Meeting date: 7 May 2009 Shareholder vote: 41.23% against Eldorado Gold has two stock option plans, one for employees and one for directors and officers of the company. Both plans have reload provisions that give recipients additional options when they exercise their However, the reload grants could still allow recipients to take advantage of increases in share price, and the reloaded grants are not subject to performance criteria. SHARE voted against the proposal. SHARE-BASED COMPENSATION FOR CONTRACTORS AND CONSULTANTS SHARE Model Proxy Voting Guidelines: Awards for consultants and contractors Companies sometimes extend their executive equity-based compensation plans to their consultants or contractors. SHARE opposes this practice. Equity-based compensation is intended to motivate employees to improve shareholder value over the long term. However, people whose work for the company is short term have no reason to be motivated to improve long-term shareholder value. 23 KEY PROXY VOTE SURVEY

24 ANALYSIS OF PROXY ISSUES Open Text Corporation Meeting date: 9 December 2008 Shareholder vote: 29.34% against Consultants are eligible to receive stock options as compensation under this plan, and they are required to exercise their options within 90 days of the end of their contracts with the company. This does not encourage The plan also has no performance criteria, and the company provides loans to stock option recipients so that CHANGE IN CONTROL PROVISIONS OF SHARE-BASED COMPENSATION PLANS SHARE Model Proxy Voting Guidelines: Change in control provisions Share-based compensation plans often include provisions that allow equity-based grants to vest immediately if the company changes hands. These provisions have come under increased scrutiny because they may provide an incentive for executives and directors to pursue changes in control that benefit them but not other shareholders. SHARE votes against change-in-control provisions that are not contingent on the completion of a change of control of the company, that is, a completed change in the ownership of more Transat A.T. Inc. Ratify the 2009 Stock Option Plan Meeting date: 11 March 2009 Shareholder vote: 27.5% against voting rights changes hands. A change in 20% of voting rights does not constitute a change in control of the company. This provision seemed likely to give management an incentive to pursue changes in control that might not benefit shareholders. SHARE voted against the plan. NON-BINDING SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION SHARE Model Proxy Voting Guidelines: Approve compensation committee report and/or compensation policies Companies in Britain, Australia, and many European countries must put their compensation reports or common in rth America and has been the subject of recent shareholder proposals. A vote on executive compensation gives shareholders a vehicle for expressing their approval or disapproval of the compensation given to executives. SHARE prefers that these votes be non-binding, so that they do not interfere with the KEY PROXY VOTE SURVEY 24

25 ANALYSIS OF PROXY ISSUES Thomson Reuters Meeting date: 13 May 2009 Shareholder vote: 17.72% against (49.1% of minority shareholders voted against). London Stock Exchange. Because it traded in Britain, the company was required under British regulations to seek shareholder approval of its remuneration report. The company is also controlled. The Woodbridge compensation was much higher than its peers, but its performance was not. Most of the highest-paid executive officers got raises of 10% to 25%, and compensation overall increased by 30% in 2008, but the Second, Thomson Reuters uses earnings per share as one of two measures of performance for its stock incentive plan. Earnings per share is easily increased by repurchasing shares, and the company also asked its shareholders to approve a share repurchase. This makes it possible for the company to use a share repurchase to artificially increase its earnings per share and give executives an unearned bonus. million in restricted share grants without performance criteria for vesting, as an incentive to successfully both given substantial awards of shares upon completion of the merger of Thomson and Reuters. These were of their duties without additional incentives. BCE Inc. Shareholder proposal: Adopt non-binding shareholder approval of executive compensation Meeting date: 7 May 2009 Shareholder vote: 93.14% for BCE recommended that shareholders vote in favour of this shareholder proposal. The proposal asked compensation plans. SHARE voted for this proposal. Royal Bank of Canada Shareholder proposal 1: Adopt non-binding shareholder approval of executive compensation Shareholder vote: 56.9% for This was the same proposal as the one filed with BCE. The bank initially opposed the proposal, but announced at the annual meeting that it would support the proposal. SHARE voted for this proposal. 25 KEY PROXY VOTE SURVEY

26 ANALYSIS OF PROXY ISSUES EXECUTIVE COMPENSATION MULTIPLE ISSUES Petro-Canada Approve a new stock option plan for the corporation resulting from the amalgamation of Petro-Canada and Suncor Energy Meeting date: 4 June 2009 Shareholder vote: 47% against This proposal was put to shareholders in anticipation of the merger of Petro-Canada with Suncor. The all equity-based compensation to vest immediately in the event of a change in control of the company, a practice that gives executives an incentive to pursue mergers or takeovers that may not benefit shareholders. doing a good job. TAKEOVER PROTECTION SHAREHOLDER RIGHTS PLANS SHARE Model Proxy Voting Guidelines: Shareholder rights plans Shareholder rights plans are intended to encourage potential buyers of a company to negotiate with the plans can ensure that all shareholders are treated equally in a takeover, and they can give the board time to negotiate a better deal with the acquirer or to solicit and consider competing bids that would maximize the However, shareholder rights plans also have drawbacks for shareholders. They commonly thwart takeover stock to drop. And like other takeover defences, shareholder rights plans can protect the directors and management rather than promoting the best interests of shareholders. SHARE votes on shareholder rights plans case by case, based on the extent to which the plans are designed to protect shareholder value rather than the interests of the board and management. Silvercorp Metals Inc. Confirm the Shareholder Rights Plan Meeting date: 26 September 2008 Shareholder vote: 40.06% against By law, a permitted bid (a bid that the board allows to go to the shareholders for approval) must remain open for at least 35 days before the offer goes to the shareholders. The period a permitted bid must remain open should be long enough to allow the board to solicit other, better offers for the company, but not so long that potential acquirers are discouraged. SHARE considers 60 days to be the maximum period that a permitted bid should be required to remain open. This plan requires permitted bids to remain open for a minimum of 60 days. This longer period is likely to discourage takeover bids that could benefit shareholders. SHARE voted against the plan. KEY PROXY VOTE SURVEY 26

27 ANALYSIS OF PROXY ISSUES OTHER CORPORATE GOVERNANCE ISSUES APPROVAL OF OTHER BUSINESS SHARE Model Proxy Voting Guidelines: Votes to approve other business Sometimes companies include the approval of other business as an item on the proxy ballot, without specifying what the other business consists of. SHARE believes that granting such an authorization gives the company broad discretion to act without specific shareholder approval on issues that would otherwise require such approval. Russel Metals Inc. Elect any other candidate nominated to fill any vacancy that may occur in the foregoing slate of directors Meeting date: 12 May 2009 Shareholder vote: vote results were disclosed. Russel Metals is incorporated under the Canada Business Corporations Act, which allows a board to appoint to seek shareholder approval for a blanket authorization to fill board vacancies. This proposal is similar to a proposal to approve unspecified other business, except that in this case the approval is sought for unspecified directors instead. SHARE voted against this proposal, because we cannot vote for a director nominee without knowing who the nominee is or having any information about that person. ISSUANCE OF UNLIMITED NUMBERS OF SHARES SHARE Model Proxy Voting Guidelines: Share issuances Companies need the flexibility to issue shares to address their financial conditions. However, share issuances dilute the holdings of existing shareholders. SHARE does not support giving companies unlimited discretion to increase the number of shares that may be issued without the consent of shareholders. Quadra Mining Ltd. Amend the authorized share structure of the company from one billion common shares to an unlimited number Meeting date: 14 May 2009 Shareholder vote: 36.27% against Quadra Mining is incorporated in British Columbia. The BC Business Corporations Act allows companies to issue unlimited amount of shares, if their shareholders approve. SHARE opposes unlimited share issuances, for the reasons just described. 27 KEY PROXY VOTE SURVEY

28 ANALYSIS OF PROXY ISSUES SHAREHOLDERS ATTENDANCE AT ANNUAL MEETINGS SHARE Model Proxy Voting Guidelines: and convenience primary considerations in deciding when and where to hold the annual meetings. Bank of Montreal Meeting date: 3 March 2009 Shareholder vote: 31.1% for Every year since 2005, the Bank of Montreal has held its annual general meeting on the same date as the for shareholders to attend the BMO meeting and that of one of its competitors. BMO argued that it does not know the annual meeting dates of other banks when it schedules its own meetings. This may be true, but it would not be difficult for bank officials to find out when the other major bank meetings are being held. meeting. SOCIAL AND ENVIRONMENTAL ISSUES REPORTING ON ENVIRONMENTAL RISKS SHARE Model Proxy Voting Guidelines: Environmental issues, and Reports on social and environmental performance shareholder value. Environmental damage risks not only public health and environmental harm but also legal liability, remediation costs, the costs of unplanned and possibly significant changes in operations, and a damaged reputation. The best way to minimize these risks is through the use of the precautionary approach, that is, by investigating and testing operations and products for their effects on the environment before they environmental liabilities. Report on the risks of spills associated with the rthern Gateway pipeline project Meeting date: 6 May 2009 Shareholder vote: 11.09% for KEY PROXY VOTE SURVEY 28

29 ANALYSIS OF PROXY ISSUES where it would be loaded onto supertankers and shipped through the Inside Passage of the BC coast to the Pacific Ocean. The project has been controversial because of the environmental risks its poses to an ecologically sensitive area. This shareholder proposal concerns the prospect of oil or condensate spills at the loading terminal and in the waters of the west coast. It asks the company to evaluate the likelihood and potential liabilities of a spill. A spill in this area could cause irreparable damage to the ecosystem, kill innumerable wild animals, destroy the in the region. Yet Environment Canada predicts that offshore oil spills of some magnitude are inevitable. The area is an active earthquake zone and has severe storms and rough seas in the winter. These factors increase the likelihood that spills will happen and will make them more difficult to contain and clean up. Exxon Valdez spill occurred in That accident resulted in a billion-dollar lawsuit against the company, as well as over $2 billion in cleanup costs. SHARE voted for this proposal because we see the rthern Gateway pipeline as extremely risky. An environmental accident along the BC coast could result in substantial costs, liabilities, and damage to OBTAINING CONSENT FOR PROJECTS FROM LOCAL COMMUNITIES Report on prior consent for new projects from Aboriginal communities Meeting date: 6 May 2009 Shareholder vote: 32.55% for been settled, making ownership and control of the land uncertain. The proposal asks the company to report on the costs and benefits of obtaining free, prior, and informed consent of the Aboriginal communities that will be affected as a necessary condition for proceeding with the project, and on the status of negotiations Establishing a pipeline project on land where ownership and control are not well-established is quite risky. landownership and environmental concerns. SHARE believes the rthern Gateway Project has the best it in advance. The proposed report would allow shareholders to consider the costs and benefits of such an Barrick Gold Corporation Review compliance with the Community Engagement and Sustainable Development Guidelines Meeting date: 29 April 2009 Shareholder vote: 16.4% for This proposal asked for an independent third-party review of how well the company was complying with its 29 KEY PROXY VOTE SURVEY

30 ANALYSIS OF PROXY ISSUES expansion of a mine in Australia, temporarily shut down a mine in Indonesia, damaged a mine in Tanzania, reputation and profitability are being hurt as a result. SHARE voted for the proposal. HUMAN RIGHTS AND INVESTMENTS IN BURMA, SUDAN, AND CHINA SHARE Model Proxy Voting Guidelines: Human rights Conducting business in a country that has been accused of persistent, gross, and systemic violations of human rights abuses. Companies that do business in countries with a record of systemic human rights violations may be subject to consumer boycotts or divestment campaigns, which can damage corporate reputations and hurt shareholder value. SHARE votes for proposals that ask companies to report on their human rights policies and practices, including reports on their compliance with international human rights standards. Power Corporation of Canada Report on human rights implications of investments in Burma, Sudan & China Meeting date: 13 May 2009 Shareholder vote: 14% for Power Corporation has a dual-class share structure that allows the chair, Paul Desmarais, to control Power Corporation is a partner in Groupe Bruxelles Lambert, the largest shareholder of Total S.A. Total is notorious for its operations in Burma and Sudan, and for its support for the regimes of both countries. Power Republic of China. Burma, Sudan, and China all have poor records on human rights. The governments of Burma and Sudan are accused of waging war against large groups of their own citizens, and both are the subject of international actions in the civil war in Darfur. However, Total has continued to operate in both countries and has publicly expressed its support for both regimes. The government of China is also known for human rights violations, including imprisoning and executing people without fair trials, torturing prisoners, and persecuting ethnic minorities. several kinds of risks for its shareholders. Power Corp could be held liable for the acts of Total or CITIC in any legal or regulatory actions. Its reputation would also suffer considerably if the company were to become associated with human right abuses in any of these companies. Thus, shareholders would benefit from a them to evaluate the risks to their investment in the company. SHARE voted for the proposal. KEY PROXY VOTE SURVEY 30

31 DETAILED ANALYSIS OF SURVEY RESULTS SURVEY RESPONSES FIRMS THAT PARTICIPATED Of these, the following 33 firms sent back completed survey forms. Acuity Investment Management Inc. Addenda Capital AMI Partners Inc. Investment Counsel Bâtirente Inc. Beutel, Goodman & Company Ltd. CIBC Asset Management Inc. Glass, Lewis & Co., LLC Greystone Managed Investments Inc. Groupe Investissement Responsable Inc. Gryphon Investment Counsel Inc. Highstreet Asset Management Inc. Invesco Trimark Jones Heward Investment Counsel Inc. Leith Wheeler Investment Counsel Ltd. Marco Consulting Group Montrusco Bolton Investments Inc. Natcan Investment Management PCJ Investment Counsel Ltd. Phillips, Hager & rth Investment Management Ltd. ProxyVote Plus, LLC RiskMetrics Group, Proxy Advisory Services RiskMetrics Group, Social Advisory Services RiskMetrics Group, Taft-Hartley Advisory Services Scotia Cassels Investment Counsel Limited Sionna Investment Managers Standard Life Investments Inc. Van Berkom and Associates Inc. Most of these firms have responded to the survey in previous years. Their willingness to disclose information 31 KEY PROXY VOTE SURVEY

32 DETAILED ANALYSIS OF SURVEY RESULTS PARTIAL RESPONSE Two firms submitted survey forms that were only partially complete. Bissett Investment Management Connor, Clark & Lunn Investment Management Ltd. FIRMS THAT DECLINED TO PARTICIPATE Vote Survey. AllianceBernstein Institutional Investments Guardian Capital LP Letko, Brosseau & Associates Inc. Morrison Williams Investment Management LP Sceptre Investment Counsel Ltd. Scheer, Rowlett & Associates Investment Management Ltd. TD Asset Management Inc. FIRMS THAT DID NOT RESPOND One firm, J. Zechner Associates, indicated its willingness to complete the survey, but did not do so. The following firms did not respond in any way to the survey. Aurion Capital Management Inc. Barclays Global Investors Canada Limited BonaVista Asset Management Ltd. Burgundy Asset Management Ltd. Galileo Global Equity Advisors Inc. GE Asset Management Incorporated Gluskin Sheff + Associates Inc. Hexavest Inc. Laketon Investment Management Ltd. Lincluden Investment Management London Capital Management Ltd. McLean Budden Limited Pembroke Management Ltd. Seamark Asset Management Ltd. State Street Global Advisors Howson Tattersall Investment Counsel Ltd. HSBC Global Asset Management (Canada) Ltd KEY PROXY VOTE SURVEY 32

33 DETAILED ANALYSIS OF SURVEY RESULTS HOW INVESTMENT MANAGERS VOTE PROXIES such as whether or not they have their own proxy voting guidelines or issue proxy voting reports to their appendix. WHO IS RESPONSIBLE FOR PROXY VOTING? voting to more than one entity. Thus, the percentages below add up to more than 100%. The largest number of firms, 37%, indicated that proxy voting is the responsibility of one individual within the firm, such as a manager of compliance. Twenty-nine percent indicated that they used a proxy voting service. Twentythree percent have individual investment managers vote the proxies in their portfolios, and 20% assign a Figure 1: Proxy Voting Responsibility 40% 35% 30% 25% 20% 15% 10% 5% 0% 29% Proxy voting service 37% Individual staff person 23% Individual investment managers 20% Proxy voting committee 14% Other 33 KEY PROXY VOTE SURVEY

34 DETAILED ANALYSIS OF SURVEY RESULTS PROXY VOTING GUIDELINES Ninety-four percent of the firms that participated in the survey indicated that they have their own proxy voting guidelines, which is the same percentage as in However, 89% review and update their guidelines annually, a slight increase over last year. The proportions of firms that disclose their guidelines to the public and that consult with their clients on their guidelines were 40% and 49%, respectively, which are also slightly higher than in Figure 2: Participating Firms Proxy Voting Guidelines % 94% Have proxy voting guidelines 84% 89% Review guidelines at least annually 39% 49% Consult clients in developing guidelines 29% 40% Disclose guidelines publicly These results suggest that firms are being somewhat more transparent about their proxy voting guidelines and including their clients more often in the development of those guidelines. PROXY VOTING REPORTS have been voted, which is a slight increase from Just over half, or 51%, of the firms allow clients to either format. Figure 4: Proxy Voting Reports Include 100% 80% 60% 68% 88% 78% 62% 40% 20% 0% Number of shares Ballot details All votes included Rationale for votes cast KEY PROXY VOTE SURVEY 34

35 DETAILED ANALYSIS OF SURVEY RESULTS include the details of the information on the proxy ballot. A large majority (79%) include all of the votes that were cast in the reporting period. The rest only report votes that went against the recommendations companies whose ballots they voted (68%) and a rationale or explanation of their reasons for voting as they did (62%). Explanations of the reasons for votes are a particularly valuable part of a proxy voting report. Although they make the reports somewhat longer, explanations give voting agents an opportunity to account for their decisions and to explain unusual votes or highlight key decisions. Explanations also give trustees a way to see how their proxy voting guidelines are being implemented. PUBLIC DISCLOSURE OF PROXY VOTES A substantial majority of the firms that took part in the survey report that they do not disclose their proxy- public. Another 17% publish the voting records for some of their funds. Most of the funds in the latter category are mutual funds, which are required to make their proxy voting records public. Figure 3: Firms That Disclose Proxy Voting Records Publicly 100% 80% 100% 94% 60% 69% 40% 20% 0% 14% 17% Some Overall, 31% of firms disclose all or some of their proxy votes to the public. This is slightly higher than in 2008, when 29% of firms disclosed their proxy votes publicly, but the difference between the two years is not large enough to be significant. 35 KEY PROXY VOTE SURVEY

36 DETAILED ANALYSIS OF SURVEY RESULTS SECURITIES LENDING When securities are lent, the voting rights attached to the shares are transferred to the borrower. Shareholders who lend their shares, such as institutional investors, cannot vote the associated proxies unless lending can be profitable for institutional investors, they must be sure they have a way to recall their lent shares in time to vote the proxies. Only 29% of firms indicated that they oversee securities lending for clients who want to lend their shares. All but one of these firms has a procedure in place to recall lent shares so that the proxies attached to the shares can be voted. FIRMS THAT OVERSEE SECURITIES LENDING Acuity Investment Management Inc. AMI Partners Investment Counsel Glass Lewis & Co. LLC Groupe Investissement Responsable Van Berkom and Associates HAVE RECALL PROCEDURES? PENSION FUNDS OVERSIGHT OF THEIR PROXY VOTING of the assets that their pension clients held in Canadian equities. There was a slight increase in this number in 2006 (from 74% to 77%), but it was not large enough to be meaningful. Figure 5: Percentage of Clients With Over 80% of Pension Assets Voted at Firm s Discretion 100% 90% 80% 70% 60% 50% KEY PROXY VOTE SURVEY 36

37 DETAILED ANALYSIS OF SURVEY RESULTS Canadian proxies. This represents the first significant increase since This result suggests that in 2009, fewer pension plans gave their voting agents guidance on how their proxies should be voted. It is difficult for trustees to fulfill their fiduciary duty to oversee how proxies are voted when they leave the decisions about how votes should be cast entirely in the hands of their voting agents. SHARE encourages trustees to give their voting agents directions, usually as proxy voting guidelines, on how their shares should be voted. PARTICIPATING FIRMS VOTING RECORDS Guidelines for a select group of issues that appeared on the proxy ballots of Canadian companies in 2008 sections. t all of the participating firms held shares in all of the companies or voted on all of the issues we selected chosen for the survey. Some of the participating firms did not vote on most of the issues in the survey. A firm must have voted on at least nine of the issues included in the survey in order for its score to be meaningful. If a firm held fewer than nine of the companies in the survey, it was not assigned a score. The following firms voted on fewer than nine of the survey issues. FIRMS WITH TOO FEW VOTES TO BE SCORED Leith Wheeler Investment Counsel Ltd. 6 Van Berkom and Associates 2 Although these firms were not assigned a score, they are included in the individual firm results in the appendix. 37 KEY PROXY VOTE SURVEY

38 DETAILED ANALYSIS OF SURVEY RESULTS SCORES OF PARTICIPATING FIRMS FIRM RAW SCORE % Groupe Investissement Responsable Inc. 18 out of 21 86% AMI Partners Inc. Investment Counsel 13 out of 16 81% ProxyVote Plus 16 out of 23 70% Greystone Managed Investments Inc. 9 out of 13 69% Bâtirente Inc. 9 out of 13 69% RiskMetrics Group, Taft-Hartley Advisory Services 15 out of 24 63% Highstreet Asset Management Inc. 13 out of 21 62% Marco Consulting Group 13 out of 22 59% Montrusco Bolton Investments Inc. 14 out of 24 58% Beutel, Goodman & Company Ltd. 7 out of 12 58% Acuity Investment Management Inc. 11 out of 19 58% Phillips, Hager & rth Investment Management Ltd. 8 out of 14 57% CIBC Asset Management Inc. 14 out of 26 54% Scotia Cassels Investment Counsel Ltd. 10 out of 20 50% 6 out of 12 50% Jones Heward Investment Counsel Inc. 10 out of 20 50% PCJ Investment Counsel Ltd. 7 out of 14 50% RiskMetrics Group, Social Advisory Services 16 out of 33 48% Standard Life Investments Inc. 9 out of 20 45% RiskMetrics Group, Proxy Advisory Services 14 out of 33 42% Natcan Investment Management 10 out of 24 42% 13 out of 33 39% Sionna Investment Managers 7 out of 18 39% 8 out of 24 33% Glass, Lewis & Co., LLC 11 out of 33 33% Addenda Capital Inc. 4 out of 14 29% 7 out of 25 28% 2 out of 10 20% Invesco Trimark 3 out of 21 14% 2 out of 21 10% KEY PROXY VOTE SURVEY 38

39 DETAILED ANALYSIS OF SURVEY RESULTS views on proxy issues. It does not include any explanation of how or why these firms decided to vote as they did on these issues. Those explanations are beyond the scope of this survey, but they are important to are listed here to talk to their managers about their scores. In 2008 the scores of participating firms were markedly lower than they had been in previous years. However, the 2009 scores have returned to levels seen in earlier years. As the chart below shows, the average score this year was 49%, which is the second-highest average score in the past five years. Figure 6: Average Firm Scores by Year 60% 50% 40% 30% 20% 10% 44% 50% 49% 44% 29% 0% average score is a return to the usual range. RESPONSES BY PROPOSAL this comparison are shown in the table below. As with individual firms, if fewer than nine firms voted on an issue, we did not calculate a percentage for that issue or include it in our analysis. table as well. One can make only limited comparisons between the votes of the participating firms and the votes of all include the votes cast by participating firms. This overlap means that no valid statistical analyses can that is, more than one shareholder. Thus, while some useful comparisons can be made between the votes of shareholders in general and votes of participating firms, these comparisons can only be approximate and must be made with caution. 39 KEY PROXY VOTE SURVEY

40 DETAILED ANALYSIS OF SURVEY RESULTS AGGREGATE RESPONSES OF FIRMS AND SHAREHOLDERS BY PROPOSAL COMPANY Bank of Montreal Bank of va Scotia Barrick Gold Corp. BCE Inc. PROPOSAL Date of annual meeting should not conflict Shareholder proposal 4: Ensure independence of compensation committee and advisors Review compliance with the Community Engagement and Sustainable Development Guidelines Shareholder proposal: Adopt non-binding shareholder approval of executive compensation RAW SCORE % SHAREHOLDER VOTE (%) 12 of 29 41% 31.1% 23 of 31 74% 50.5% 13 of 27 48% 16.4% 28 of % 93.1% Biovail Corp. Elect the board (management slate) 2 of 13 15% 33.6% Brookfield Asset Management Inc. Adopt the 2009 management share option plan 17 of 22 77% 36.9% Canadian Western Bank Amend the share incentive plan 4 of 16 25% Canfor Corp. Elect James Shepard 2 of 11 18% * numbers reported * numbers reported Appointment of the auditors of the fund 2 of 8 * 18.8% Crew Energy Inc. Elect the board 0 of 9 0% * numbers reported Eldorado Gold Corp. Amendments to stock option plans 15 of 19 79% 41.2% Report on the impact of the rthern Gateway pipeline project Report on prior consent for new projects from Aboriginal communities 9 of 24 38% 11.1% 17 of 23 74% 32.6% 0 of 12 0% * numbers reported Gammon Gold Inc. Approve share issuance to award executives their 2008 annual incentive bonus 4 of 11 36% * numbers reported Imperial Oil Ltd. Elect Bruce March 3 of 23 13% 0.2% Elect Gordon G. Thiessen 4 of 31 13% 7.8% Nexen Inc. 8 of 27 30% 21.1% va Chemicals Corp. Appoint Ernst & Young LLP as the auditors 1 of 11 9% * numbers reported Open Text Corp. 7 of 18 39% 29.3% Pacific Rubiales Energy Corp. Elect Miguel de la Campa 9 of 11 82% 40.8% KEY PROXY VOTE SURVEY 40

41 DETAILED ANALYSIS OF SURVEY RESULTS COMPANY Petro-Canada Power Corp. of Canada Quadra Mining Ltd. PROPOSAL Approve a new stock option plan for the corporation resulting from the amalgamation of Petro-Canada and Suncor Energy Report on human rights implications of investments in Burma, Sudan, and China Amend the authorized share structure of the company from 1 billion common shares to an unlimited number RAW SCORE % SHAREHOLDER VOTE (%) 17 of 26 65% 47% 20 of 24 83% 14% 9 of 12 75% 36.3% Red Back Mining Inc. 14 of 18 78% Withdrawn Royal Bank of Canada Shareholder Proposal 1: Adopt non-binding shareholder approval of executive compensation 27 of 32 84% 56.9% Russel Metals Inc. Elect any other candidate nominated to fill any vacancy that may occur in the foregoing slate of directors 0 of 12 0% t included in the vote results Savanna Energy Services Corp. Appoint Deloitte & Touche LLP as auditors 0 of 12 0% * numbers reported Silvercorp Metals Inc. Confirm the shareholder rights plan 4 of 7 * 40.1% Suncor Energy, Inc. Elect Mel Benson 4 of 26 15% 8.6% Telus Corporation Elect Pierre Y. Ducros 5 of 23 22% 10.9% Thomson Reuters Corp. 20 of 27 74% 17.7% Transat A.T. Inc Ratify the 2009 stock option plan 4 of 16 25% 27.5% * The company only reported that the proposal passed or was defeated, without disclosing the numbers of votes cast for or against the proposal. slate of directors. That slate included John Brussa, who served on the boards of 19 companies. And none of the firms that held shares in Savanna Energy Services voted against Deloitte & Touche as auditor. Deloitte earlier, in the section called Analysis of Proxy Issues. Large numbers of participating firms voted with SHARE on shareholder proposals this year. In one instance, this was not surprising. The company supported the shareholder proposal filed with BCE to adopt a shareholder advisory vote on executive compensation. Thus, all of the survey participants that held BCE of Canada, although not supported by the bank, was supported by 84% of the participants and nearly 57% of the shareholders. This is also not surprising in that this proposal was popular among shareholders in the 2009 proxy season. 41 KEY PROXY VOTE SURVEY

42 DETAILED ANALYSIS OF SURVEY RESULTS It was more surprising to see the high level of support for the proposal at Power Corporation to issue a on social issues, such as human rights, usually receive less support than proposals that address corporate governance issues. And Power Corporation is a controlled company, which would also lead one to expect shares in the company, 83% voted for the proposal. As the table above shows, firms that participate in the survey are more likely than shareholders in general There were only two exceptions: the contested election of directors at Biovail in August 2008 and a stock option plan at Transat A.T. The vote results at Biovail are difficult to interpret because firms that opposed appear in the survey results. The vote at Transat A.T. is probably not significant, given the small difference between the two vote results and the limited comparisons one can legitimately make using this data. Overall, the table suggests that the firms that participate in the survey give careful attention to proxy voting issues. And clearly none of them were simply voting with management on every issue. NON-PARTICIPATING FIRMS VOTING RECORDS Six of the investment managers that did not participate in the survey post their proxy voting records on their websites. SHARE used these online voting records to evaluate how firms that did not respond to the survey voted on the issues in the survey. We also compared their votes to the votes of firms that did respond. The votes of the firms that did not respond to the survey are listed in the table below. As with the other firms, if a firm cast fewer than eight votes, we did not calculate a percentage or include their votes in our analysis. MANAGER RAW SCORE OUT OF % Seamark Asset Management Ltd. 1 5 * Bissett Investment Management % Sceptre Investment Counsel Ltd % HSBC Global Asset Management (Canada) Ltd % McLean Budden Ltd % TD Asset Management Inc % These firms had significantly 2 lower scores, on average, than the average scores of firms that did respond to the survey. The average score of firms that responded to the survey was 50%, and the average score of the firms that did not respond was 36%. 2 1 = 29 and N 2 = 6, resulted in z = 2.11, which is significant at p < KEY PROXY VOTE SURVEY 42

43 DETAILED ANALYSIS OF SURVEY RESULTS Figure 7: Average Scores of Firms That Did and Did t Respond to the Survey 50% 49% 40% 30% 36% 20% 10% 0% Responders n-responders This is the first time since 2006 that there has been a meaningful difference between the scores of firms that participated in the survey and the scores of firms that did not. We can only speculate on the reasons for this. may also be that these firms simply take greater care in their proxy voting. Regardless of the reasons for the differences in scores, this comparison shows the value of publicly disclosing can compare their voting records and use those comparisons to evaluate or select managers and proxy voting agents. than half of the investment managers who received the survey completed it and returned it to us. Ideally all of the investment managers who receive the survey would respond, because this would give the readers of this report a comprehensive overview of how investment managers handle proxy voting. We will continue to encourage investment managers to respond to the survey. 43 KEY PROXY VOTE SURVEY

44 CONCLUSIONS AND RECOMMENDATIONS In 2008 survey respondents voted with management on an unusually large number of issues and more since We can only speculate on the reasons for this, since the survey does not ask respondents why is possible that participating firms were responding to the current financial crisis by taking a more critical The survey results also show that participating firms voted the same way as SHARE more often than did shareholders in general. These firms clearly vote proxy ballots more carefully than do shareholders in general, regardless of whether or not they voted with SHARE on all issues. that they issue proxy voting reports to their clients, which is an increase from The number of firms that consult with their clients in developing their proxy voting guidelines, and that make their proxy voting guidelines public have also increased since However, the 2009 survey results show a decline in the number of firms that report getting voting instructions from clients. Seventy-one percent of participating firms reported that they vote most of the proxies of the pension plan clients at their own discretion, up from 63% in This result means that only should be voted. It may be that these pension clients believe they are participating in decisions about how their proxies seen that as providing adequate guidance, even though the investment manager reported that it had full their clients in developing their proxy voting guidelines. This consultation gives pension plans some input into the policies that are used to determine how their proxies are voted. However, it is a weak substitute for giving voting agents directions on how proxies should be voted. KEY PROXY VOTE SURVEY 44

45 CONCLUSIONS AND RECOMMENDATIONS part of their fiduciary duty. To facilitate this, SHARE recommends that trustees do these five things: discuss it with them. If your investment manager or proxy voting service participated in this survey, discuss their survey results with them. Ask them why they voted as they did on issues of interest. plan has global investments, establish proxy voting guidelines with a global scope. voting guidelines. being voted according to the guidelines. 45 KEY PROXY VOTE SURVEY

46 APPENDIX: RESPONSES OF PARTICIPATING FIRMS ACUITY INVESTMENT MANAGEMENT INC. Total institutional assets $3.1 billion Total pension assets $1.2 billion Pension assets invested in Canadian equities: 86% Who is responsible for proxy voting: Proxy voting service SCORE recommendations out of 19 votes = 58% Proxy voting reports to clients Issue reports to clients? Reports include Ballot details? Number of shares held? Votes cast on all issues? Rationale for votes? Proxy voting guidelines Have proxy voting guidelines? Consult with clients on guidelines? Disclose guidelines to public? Review guidelines at least annually? Disclose proxy voting record publicly? Some Engage in securities lending? Have recall procedures in place for lent securities? Bank of Montreal Bank of va Scotia Barrick Gold Corp. BCE Inc. Shareholder proposal 9: Date of annual meeting should Shareholder proposal 4: Ensure independence of compensation committee and advisors Shareholder proposal: Review compliance with Community Engagement and Sustainable Development Guidelines Shareholder proposal: Adopt advisory shareholder vote on the executive compensation policy Shareholder proposal: Report on prior consent for new projects from Aboriginal communities Shareholder proposal: Report on the impact of the rthern Gateway pipeline project KEY PROXY VOTE SURVEY 46

47 Power Corporation of Canada Royal Bank of Canada Shareholder proposal: Report on human rights implications of investments in Burma, Sudan, and China Shareholder proposal 1: Adopt non-binding shareholder approval of executive compensation RECOMMENDED VOTE: AGAINST/WITHHELD Appointment of the auditors of the fund Crew Energy Inc. Elect the board Eldorado Gold Corp. Amend the stock option plans Imperial Oil Ltd. Elect Bruce March Elect Gordon G. Thiessen Pacific Rubiales Energy Corp. Elect Miguel de la Campa Petro-Canada Approve a new stock option plan for the corporation resulting from the amalgamation of Petro-Canada and Suncor Energy Red Back Mining Inc. Russel Metals Inc. Elect any other candidate nominated to fill any vacancy that may occur in the foregoing slate of directors Suncor Energy, Inc. Elect Mel Benson Transat A.T. Inc. Ratify the 2009 stock option plan 47 KEY PROXY VOTE SURVEY

48 ADDENDA CAPITAL Total institutional assets: $34.1 billion Total pension assets: $16.5 billion Pension assets invested in Canadian equities: $800 million Who is responsible for proxy voting? Investment manager SCORE recommendations out of 14 votes = 29% Proxy voting reports to clients Issue reports to clients? Reports include Ballot details? Number of shares held? Votes cast on all issues? Rationale for votes? Proxy voting guidelines Have proxy voting guidelines? Consult with clients on guidelines? Disclose guidelines to public? Review guidelines at least annually? Disclose proxy voting record publicly? Engage in securities lending? Have recall procedures in place for lent securities? Bank of Montreal Bank of va Scotia Barrick Gold Corp. BCE Inc. Power Corporation of Canada Royal Bank of Canada Shareholder proposal 9: Date of annual meeting should Shareholder proposal 4: Ensure independence of compensation committee and advisors Shareholder proposal: Review compliance with Community Engagement and Sustainable Development Guidelines Shareholder proposal: Adopt advisory shareholder vote on the executive compensation policy Shareholder proposal: Report on prior consent for new projects from Aboriginal communities Shareholder proposal: Report on the impact of the rthern Gateway pipeline project Shareholder proposal: Report on human rights implications of investments in Burma, Sudan, and China Shareholder proposal 1: Adopt non-binding shareholder approval of executive compensation RECOMMENDED VOTE: AGAINST/WITHHELD Brookfield Asset Management Inc. Adopt the 2009 management share option plan Elect Gordon G. Thiessen Nexen Inc. Suncor Energy, Inc. Elect Mel Benson Telus Corp. Elect Pierre Y. Ducros Thomson Reuters Corp. Advisory vote on executive pay KEY PROXY VOTE SURVEY 48

49 AMI PARTNERS INC. INVESTMENT COUNSEL Total institutional assets: $2.9 billion Total pension assets: $2.8 billion Pension assets invested in Canadian equities: $2.2 billion Who is responsible for proxy voting? Dedicated staff SCORE recommendations out of 16 votes = 81% Proxy voting reports to clients Issue reports to clients? Reports include Ballot details? Number of shares held? Votes cast on all issues? Rationale for votes? Proxy voting guidelines Have proxy voting guidelines? Consult with clients on guidelines? Disclose guidelines to public? Review guidelines at least annually? Disclose proxy voting record publicly? Engage in securities lending? Have recall procedures in place for lent securities? Bank of Montreal Bank of va Scotia Barrick Gold Corp. BCE Inc. Power Corporation of Canada Royal Bank of Canada Shareholder proposal 9: Date of annual meeting should Shareholder proposal 4: Ensure independence of compensation committee and advisors Shareholder proposal: Review compliance with Community Engagement and Sustainable Development Guidelines Shareholder proposal: Adopt advisory shareholder vote on the executive compensation policy Shareholder proposal: Report on prior consent for new projects from Aboriginal communities Shareholder proposal: Report on the impact of the rthern Gateway pipeline project Shareholder proposal: Report on human rights implications of investments in Burma, Sudan, and China Shareholder proposal 1: Adopt non-binding shareholder approval of executive compensation RECOMMENDED VOTE: AGAINST/WITHHELD Canadian Western Bank Amend the share incentive plan Eldorado Gold Corp. Amend the stock option plans Elect Gordon G. Thiessen Pacific Rubiales Energy Corp. Elect Miguel de la Campa 49 KEY PROXY VOTE SURVEY

50 Petro-Canada Quadra Mining Ltd. Approve a new stock option plan for the corporation resulting from the amalgamation of Petro-Canada and Suncor Energy Amend the authorized share structure of the company from one billion common shares to an unlimited number Suncor Energy, Inc. Elect Mel Benson Thomson Reuters Corp. Advisory vote on executive pay KEY PROXY VOTE SURVEY 50

51 BÂTIRENTE INC. Total institutional assets: response Total pension assets: $750 million Pension assets invested in Canadian equities: response Who is responsible for proxy voting? Proxy voting service SCORE recommendations out of 13 votes = 69% Proxy voting reports to clients Issue reports to clients? Reports include Ballot details? Number of shares held? Votes cast on all issues? Rationale for votes? Proxy voting guidelines Have proxy voting guidelines? Consult with clients on guidelines? Disclose guidelines to public? Review guidelines at least annually? Disclose proxy voting record publicly? Engage in securities lending? Have recall procedures in place for lent securities? Barrick Gold Corp. BCE Inc. Power Corporation of Canada Royal Bank of Canada Shareholder proposal: Review compliance with Community Engagement and Sustainable Development Guidelines Shareholder proposal: Adopt advisory shareholder vote on the executive compensation policy Shareholder proposal: Report on prior consent for new projects from Aboriginal communities Shareholder proposal: Report on the impact of the rthern Gateway pipeline project Shareholder proposal: Report on human rights implications of investments in Burma, Sudan, and China Shareholder proposal 1: Adopt non-binding shareholder approval of executive compensation RECOMMENDED VOTE: AGAINST/WITHHELD Eldorado Gold Corp. Amend the stock option plans Elect Gordon G. Thiessen Petro-Canada Approve a new stock option plan for the corporation resulting from the amalgamation of Petro-Canada and Suncor Energy Red Back Mining Inc. Suncor Energy, Inc. Elect Mel Benson Transat A.T. Inc. Ratify the 2009 stock option plan 51 KEY PROXY VOTE SURVEY

52 BEUTEL, GOODMAN & COMPANY LTD. Total institutional assets: $16.0 billion Total pension assets: $12.3 billion Pension assets invested in Canadian equities: 34% Who is responsible for proxy voting? Other: Analyst for each company SCORE recommendations out of 12 votes = 58% Proxy voting reports to clients Issue reports to clients? Reports include Ballot details? Number of shares held? Votes cast on all issues? Rationale for votes? Proxy voting guidelines Have proxy voting guidelines? Consult with clients on guidelines? Disclose guidelines to public? Review guidelines at least annually? Disclose proxy voting record publicly? Engage in securities lending? Have recall procedures in place for lent securities? response response response Some response Bank of Montreal Bank of va Scotia BCE Inc. Royal Bank of Canada Shareholder proposal 9: Date of annual meeting should Shareholder proposal 4: Ensure independence of compensation committee and advisors Shareholder proposal: Adopt advisory shareholder vote on the executive compensation policy Shareholder proposal: Report on prior consent for new projects from Aboriginal communities Shareholder proposal: Report on the impact of the rthern Gateway pipeline project Shareholder proposal 1: Adopt non-binding shareholder approval of executive compensation RECOMMENDED VOTE: AGAINST/WITHHELD Elect Gordon G. Thiessen Nexen Inc. Pacific Rubiales Energy Corp. Elect Miguel de la Campa Petro-Canada Approve a new stock option plan for the corporation resulting from the amalgamation of Petro-Canada and Suncor Energy Telus Corp. Elect Pierre Y. Ducros Thomson Reuters Corp. Advisory vote on executive pay KEY PROXY VOTE SURVEY 52

53 BISSETT INVESTMENT MANAGEMENT Total institutional assets: response Total pension assets: response Pension assets invested in Canadian equities: response Who is responsible for proxy voting? Investment manager SCORE Proxy votes not disclosed Proxy voting reports to clients Issue reports to clients? Reports include Ballot details? Number of shares held? Votes cast on all issues? Rationale for votes? Proxy voting guidelines Have proxy voting guidelines? Consult with clients on guidelines? Disclose guidelines to public? Review guidelines at least annually? Disclose proxy voting record publicly? Engage in securities lending? Have recall procedures in place for lent securities? response 53 KEY PROXY VOTE SURVEY

54 CIBC ASSET MANAGEMENT INC Total institutional assets: $55.3 billion Total pension assets: $11.9 billion Pension assets invested in Canadian equities: 10% Who is responsible for proxy voting? Proxy voting service, Investment manager SCORE recommendations out of 26 votes = 54% Proxy voting reports to clients Issue reports to clients? Reports include Ballot details? Number of shares held? Votes cast on all issues? Rationale for votes? Proxy voting guidelines Have proxy voting guidelines? Consult with clients on guidelines? Disclose guidelines to public? Review guidelines at least annually? Disclose proxy voting record publicly? Engage in securities lending? Have recall procedures in place for lent securities? response Bank of Montreal Bank of va Scotia Barrick Gold Corp. BCE Inc. Power Corporation of Canada Royal Bank of Canada Brookfield Asset Management Inc. Shareholder proposal 9: Date of annual meeting should Shareholder proposal 4: Ensure independence of compensation committee and advisors Shareholder proposal: Review compliance with Community Engagement and Sustainable Development Guidelines Shareholder proposal: Adopt advisory shareholder vote on the executive compensation policy Shareholder proposal: Report on prior consent for new projects from Aboriginal communities Shareholder proposal: Report on the impact of the rthern Gateway pipeline project Shareholder proposal: Report on human rights implications of investments in Burma, Sudan, and China Shareholder proposal 1: Adopt non-binding shareholder approval of executive compensation RECOMMENDED VOTE: AGAINST/WITHHELD Adopt the 2009 management share option plan Canadian Western Bank Amend the share incentive plan Appointment of the auditors of the fund Crew Energy Inc. Elect the board Eldorado Gold Corp. Amend the stock option plans KEY PROXY VOTE SURVEY 54

55 Imperial Oil Ltd. Elect Bruce March Elect Gordon G. Thiessen Nexen Inc. va Chemicals Corp. Appoint Ernst & Young LLP as the auditors Petro-Canada Quadra Mining Ltd. Approve a new stock option plan for the corporation resulting from the amalgamation of Petro-Canada and Suncor Energy Amend the authorized share structure of the company from one billion common shares to an unlimited number Red Back Mining Inc. Silvercorp Metals Inc. Confirm the shareholder rights plan Suncor Energy, Inc. Elect Mel Benson Telus Corp. Elect Pierre Y. Ducros Thomson Reuters Corp. Advisory vote on executive pay Transat A.T. Inc. Ratify the 2009 stock option plan CONNOR, CLARK & LUNN INVESTMENT Total institutional assets: $15.4 billion Total pension assets: $9.9 billion Pension assets invested in Canadian equities: $4.8 billion Who is responsible for proxy voting? Dedicated staff SCORE Proxy votes not disclosed Proxy voting reports to clients Issue reports to clients? Reports include Ballot details? Number of shares held? Votes cast on all issues? Rationale for votes? Proxy voting guidelines Have proxy voting guidelines? Consult with clients on guidelines? Disclose guidelines to public? Review guidelines at least annually? Disclose proxy voting record publicly? Engage in securities lending? Have recall procedures in place for lent securities? response 55 KEY PROXY VOTE SURVEY

56 FIDELITY INVESTMENTS CANADA ULC Total institutional assets: t disclosed Total pension assets: t disclosed Pension assets invested in Canadian equities: t disclosed Who is responsible for proxy voting? Dedicated staff SCORE recommendations out of 24 votes = 33% Proxy voting reports to clients Issue reports to clients? Reports include Ballot details? Number of shares held? Votes cast on all issues? Rationale for votes? Proxy voting guidelines Have proxy voting guidelines? Consult with clients on guidelines? Disclose guidelines to public? Review guidelines at least annually? Disclose proxy voting record publicly? Some Engage in securities lending? Have recall procedures in place for lent securities? Bank of Montreal Bank of va Scotia Barrick Gold Corp. BCE Inc. Power Corporation of Canada Royal Bank of Canada Brookfield Asset Management Inc. Shareholder proposal 9: Date of annual meeting should Shareholder proposal 4: Ensure independence of compensation committee and advisors Shareholder proposal: Review compliance with Community Engagement and Sustainable Development Guidelines Shareholder proposal: Adopt advisory shareholder vote on the executive compensation policy Shareholder proposal: Report on prior consent for new projects from Aboriginal communities Shareholder proposal: Report on the impact of the rthern Gateway pipeline project Shareholder proposal: Report on human rights implications of investments in Burma, Sudan, and China Shareholder proposal 1: Adopt non-binding shareholder approval of executive compensation RECOMMENDED VOTE: AGAINST/WITHHELD Adopt the 2009 management share option plan Canadian Western Bank Amend the share incentive plan Canfor Corp. Elect James Shepard Eldorado Gold Corp. Amend the stock option plans KEY PROXY VOTE SURVEY 56

57 Imperial Oil Ltd. Elect Bruce March Elect Gordon G. Thiessen Nexen Inc. Open Text Corp. Petro-Canada Quadra Mining Ltd. Approve a new stock option plan for the corporation resulting from the amalgamation of Petro-Canada and Suncor Energy Amend the authorized share structure of the company from one billion common shares to an unlimited number Red Back Mining Inc. Savanna Energy Services Corp. Appoint Deloitte & Touche LLP as auditors Suncor Energy, Inc. Elect Mel Benson Telus Corp. Elect Pierre Y. Ducros Thomson Reuters Corp. Advisory vote on executive pay 57 KEY PROXY VOTE SURVEY

58 FIERA CAPITAL Total institutional assets: $18.7 billion Total pension assets: $8.0 billion Amount of Pension assets invested in Canadian equities: $608 million Who is responsible for proxy voting? Dedicated staff, Investment manager SCORE recommendations out of 25 votes = 28% Proxy voting reports to clients Issue reports to clients? Reports include Ballot details? Number of shares held? Votes cast on all issues? Rationale for votes? Proxy voting guidelines Have proxy voting guidelines? Consult with clients on guidelines? Disclose guidelines to public? Review guidelines at least annually? Disclose proxy voting record publicly? Some Engage in securities lending? Have recall procedures in place for lent securities? Bank of Montreal Bank of va Scotia Barrick Gold Corp. BCE Inc. Power Corporation of Canada Royal Bank of Canada Shareholder proposal 9: Date of annual meeting should Shareholder proposal 4: Ensure independence of compensation committee and advisors Shareholder proposal: Review compliance with Community Engagement and Sustainable Development Guidelines Shareholder proposal: Adopt advisory shareholder vote on the executive compensation policy Shareholder proposal: Report on prior consent for new projects from Aboriginal communities Shareholder proposal: Report on the impact of the rthern Gateway pipeline project Shareholder proposal: Report on human rights implications of investments in Burma, Sudan, and China Shareholder proposal 1: Adopt non-binding shareholder approval of executive compensation RECOMMENDED VOTE: AGAINST/WITHHELD Biovail Corp. Elect the board (management slate) Brookfield Asset Management Inc. Adopt the 2009 management share option plan Canadian Western Bank Amend the share incentive plan Appointment of the auditors of the fund KEY PROXY VOTE SURVEY 58

59 Gammon Gold Inc. Approve share issuance to award executives their 2008 annual incentive bonus Imperial Oil Ltd. Elect Bruce March Elect Gordon G. Thiessen Nexen Inc. va Chemicals Corp. Appoint Ernst & Young LLP as the auditors Petro-Canada Russel Metals Inc. Approve a new stock option plan for the corporation resulting from the amalgamation of Petro-Canada and Suncor Energy Approve the election of any other candidate nominated to fill any vacancy that may occur in the foregoing slate of directors Savanna Energy Services Corp. Appoint Deloitte & Touche LLP as auditors Suncor Energy, Inc. Elect Mel Benson Telus Corp. Elect Pierre Y. Ducros Thomson Reuters Corp. Advisory vote on executive pay Transat A.T. Inc. Ratify the 2009 stock option plan 59 KEY PROXY VOTE SURVEY

60 FOYSTON, GORDON & PAYNE INC. Total institutional assets: $7.7 billion Total pension assets: $5.1 billion Pension assets invested in Canadian equities: 65% Who is responsible for proxy voting? Investment manager, Investment committee for contentious issues SCORE recommendations out of 10 votes = 20% Proxy voting reports to clients Issue reports to clients? Reports include Ballot details? Number of shares held? Votes cast on all issues? Rationale for votes? Proxy voting guidelines Have proxy voting guidelines? Consult with clients on guidelines? Disclose guidelines to public? Review guidelines at least annually? Disclose proxy voting record publicly? Engage in securities lending? Have recall procedures in place for lent securities? Some response Bank of va Scotia Royal Bank of Canada Shareholder proposal 4: Ensure independence of compensation committee and advisors Shareholder proposal 1: Adopt non-binding shareholder approval of executive compensation RECOMMENDED VOTE: AGAINST/WITHHELD Imperial Oil Ltd. Elect Bruce March Elect Gordon G. Thiessen Open Text Corp. Petro-Canada Quadra Mining Ltd. Russel Metals Inc. Approve a new stock option plan for the corporation resulting from the amalgamation of Petro-Canada and Suncor Energy Amend the authorized share structure of the Company from one billion common shares to an unlimited number Approve the election of any other candidate nominated to fill any vacancy that may occur in the foregoing slate of directors Savanna Energy Services Corp. Appoint Deloitte & Touche LLP as auditors Telus Corp. Elect Pierre Y. Ducros KEY PROXY VOTE SURVEY 60

61 GLASS, LEWIS & CO., LLC Total institutional assets: t applicable Total pension assets: t applicable Pension assets invested in Canadian equities: Percent of Canadian equity pension assets Who is responsible for proxy voting? t applicable Client services department SCORE recommendations out of 33 votes = 33% Proxy voting reports to clients Issue reports to clients? Reports include Ballot details? Number of shares held? Votes cast on all issues? Rationale for votes? Proxy voting guidelines Have proxy voting guidelines? Consult with clients on guidelines? Disclose guidelines to public? Review guidelines at least annually? Disclose proxy voting record publicly? Engage in securities lending? Have recall procedures in place for lent securities? Bank of Montreal Bank of va Scotia Barrick Gold Corp. BCE Inc. Power Corporation of Canada Royal Bank of Canada Shareholder proposal 9: Date of annual meeting should Shareholder proposal 4: Ensure independence of compensation committee and advisors Shareholder proposal: Review compliance with Community Engagement and Sustainable Development Guidelines Shareholder proposal: Adopt advisory shareholder vote on the executive compensation policy Shareholder proposal: Report on prior consent for new projects from Aboriginal communities Shareholder proposal: Report on the impact of the rthern Gateway pipeline project Shareholder proposal: Report on human rights implications of investments in Burma, Sudan, and China Shareholder proposal 1: Adopt non-binding shareholder approval of executive compensation RECOMMENDED VOTE: AGAINST/WITHHELD Biovail Corp. Elect the board (management slate) Brookfield Asset Management Inc. Adopt the 2009 management share option plan Canadian Western Bank Amend the share incentive plan Canfor Corp. Elect James Shepard 61 KEY PROXY VOTE SURVEY

62 Appointment of the auditors of the fund Crew Energy Inc. Elect the board Eldorado Gold Corp. Amend the stock option plans Gammon Gold Inc. Approve share issuance to award executives their 2008 annual incentive bonus Imperial Oil Ltd. Elect Bruce March Elect Gordon G. Thiessen Nexen Inc. va Chemicals Corp. Appoint Ernst & Young LLP as the auditors Open Text Corp. Pacific Rubiales Energy Corp. Elect Miguel de la Campa Petro-Canada Quadra Mining Ltd. Approve a new stock option plan for the corporation resulting from the amalgamation of Petro-Canada and Suncor Energy Amend the authorized share structure of the Company from one billion common shares to an unlimited number Red Back Mining Inc. Russel Metals Inc. Approve the election of any other candidate nominated to fill any vacancy that may occur in the foregoing slate of directors Savanna Energy Services Corp. Appoint Deloitte & Touche LLP as auditors Silvercorp Metals Inc. Confirm the shareholder rights plan Suncor Energy, Inc. Elect Mel Benson Telus Corp. Elect Pierre Y. Ducros Thomson Reuters Corp. Advisory vote on executive pay Transat A.T. Inc. Ratify the 2009 stock option plan KEY PROXY VOTE SURVEY 62

63 GREYSTONE MANAGED INVESTMENTS INC. Total institutional assets: $29.6 billion Total pension assets: $20.6 billion Pension assets invested in Canadian equities: $9 million Who is responsible for proxy voting? Investment manager SCORE recommendations out of 13 votes = 69% Proxy voting reports to clients Issue reports to clients? Reports include Ballot details? Number of shares held? Votes cast on all issues? Rationale for votes? Proxy voting guidelines Have proxy voting guidelines? Consult with clients on guidelines? Disclose guidelines to public? Review guidelines at least annually? Disclose proxy voting record publicly? Engage in securities lending? Have recall procedures in place for lent securities? response Bank of Montreal Bank of va Scotia Barrick Gold Corp. BCE Inc. Power Corporation of Canada Royal Bank of Canada Brookfield Asset Management Inc. Shareholder proposal 9: Date of annual meeting should Shareholder proposal 4: Ensure independence of compensation committee and advisors Shareholder proposal: Review compliance with Community Engagement and Sustainable Development Guidelines Shareholder proposal: Adopt advisory shareholder vote on the executive compensation policy Shareholder proposal: Report on human rights implications of investments in Burma, Sudan, and China Shareholder proposal 1: Adopt non-binding shareholder approval of executive compensation RECOMMENDED VOTE: AGAINST/WITHHELD Adopt the 2009 management share option plan Eldorado Gold Corp. Amend the stock option plans Elect Gordon G. Thiessen Nexen Inc. Open Text Corp. Red Back Mining Inc. Thomson Reuters Corp. Advisory vote on executive pay 63 KEY PROXY VOTE SURVEY

64 GROUPE INVESTISSEMENT RESPONSABLE INC. Total institutional assets: t applicable Total pension assets: t applicable Pension assets invested in Canadian equities: t applicable Who is responsible for proxy voting? Dedicated staff SCORE recommendations out of 21 votes = 86% Proxy voting reports to clients Issue reports to clients? Reports include Ballot details? Number of shares held? Votes cast on all issues? Rationale for votes? Proxy voting guidelines Have proxy voting guidelines? Consult with clients on guidelines? Disclose guidelines to public? Review guidelines at least annually? Disclose proxy voting record publicly? Engage in securities lending? Have recall procedures in place for lent securities? Bank of Montreal Bank of va Scotia Barrick Gold Corp. BCE Inc. Power Corporation of Canada Royal Bank of Canada Shareholder proposal 9: Date of annual meeting should Shareholder proposal 4: Ensure independence of compensation committee and advisors Shareholder proposal: Review compliance with Community Engagement and Sustainable Development Guidelines Shareholder proposal: Adopt advisory shareholder vote on the executive compensation policy Shareholder proposal: Report on prior consent for new projects from Aboriginal communities Shareholder proposal: Report on the impact of the rthern Gateway pipeline project Shareholder proposal: Report on human rights implications of investments in Burma, Sudan, and China Shareholder proposal 1: Adopt non-binding shareholder approval of executive compensation RECOMMENDED VOTE: AGAINST/WITHHELD Biovail Corp. Elect the board (management slate) Brookfield Asset Management Inc. Adopt the 2009 management share option plan Eldorado Gold Corp. Amend the stock option plans Elect Gordon G. Thiessen KEY PROXY VOTE SURVEY 64

65 Nexen Inc. Open Text Corp. Petro-Canada Approve a new stock option plan for the corporation resulting from the amalgamation of Petro-Canada and Suncor Energy Red Back Mining Inc. Suncor Energy, Inc. Elect Mel Benson Telus Corp. Elect Pierre Y. Ducros Thomson Reuters Corp. Advisory vote on executive pay Transat A.T. Inc. Ratify the 2009 stock option plan GRYPHON INVESTMENT COUNSEL INC. Total institutional assets: $864 million Total pension assets: $660 million Pension assets invested in Canadian equities: 57% Who is responsible for proxy voting? Internal committee SCORE recommendations out of 8 votes = 13% Proxy voting reports to clients Issue reports to clients? Reports include Ballot details? Number of shares held? Votes cast on all issues? Rationale for votes? Proxy voting guidelines Have proxy voting guidelines? Consult with clients on guidelines? Disclose guidelines to public? Review guidelines at least annually? Disclose proxy voting record publicly? Engage in securities lending? Have recall procedures in place for lent securities? response Bank of Montreal Bank of va Scotia Royal Bank of Canada Shareholder proposal 9: Date of annual meeting should Shareholder proposal 4: Ensure independence of compensation committee and advisors Shareholder proposal 1: Adopt non-binding shareholder approval of executive compensation RECOMMENDED VOTE: AGAINST/WITHHELD Elect Gordon G. Thiessen Nexen Inc. Suncor Energy, Inc. Elect Mel Benson Telus Corp. Elect Pierre Y. Ducros Thomson Reuters Corp. Advisory vote on executive pay 65 KEY PROXY VOTE SURVEY

66 HIGHSTREET ASSET MANAGEMENT INC. Total institutional assets: $4.5 billion Total pension assets: $1.1 billion Amount of Pension assets invested in Canadian equities: $1.1 billion Who is responsible for proxy voting? Proxy voting service SCORE recommendations out of 21 votes = 62% Proxy voting reports to clients Issue reports to clients? Reports include Ballot details? Number of shares held? Votes cast on all issues? Rationale for votes? Proxy voting guidelines Have proxy voting guidelines? Consult with clients on guidelines? Disclose guidelines to public? Review guidelines at least annually? Disclose proxy voting record publicly? Engage in securities lending? Have recall procedures in place for lent securities? response Bank of Montreal Bank of va Scotia Barrick Gold Corp. BCE Inc. Power Corporation of Canada Royal Bank of Canada Brookfield Asset Management Inc. Shareholder proposal 9: Date of annual meeting should Shareholder proposal 4: Ensure independence of compensation committee and advisors Shareholder proposal: Review compliance with Community Engagement and Sustainable Development Guidelines Shareholder proposal: Adopt advisory shareholder vote on the executive compensation policy Shareholder proposal: Report on prior consent for new projects from Aboriginal communities Shareholder proposal: Report on the impact of the rthern Gateway pipeline project Shareholder proposal: Report on human rights implications of investments in Burma, Sudan, and China Shareholder proposal 1: Adopt non-binding shareholder approval of executive compensation RECOMMENDED VOTE: AGAINST/WITHHELD Adopt the 2009 management share option plan Canadian Western Bank Amend the share incentive plan Eldorado Gold Corp. Amend the stock option plans KEY PROXY VOTE SURVEY 66

67 Gammon Gold Inc. Approve share issuance to award executives their 2008 annual incentive bonus Imperial Oil Ltd. Elect Bruce March Open Text Corp. Petro-Canada Approve a new stock option plan for the corporation resulting from the amalgamation of Petro-Canada and Suncor Energy Red Back Mining Inc. Russel Metals Inc. Approve the election of any other candidate nominated to fill any vacancy that may occur in the foregoing slate of directors Silvercorp Metals Inc. Confirm the shareholder rights plan Telus Corp. Elect Pierre Y. Ducros Thomson Reuters Corp. Advisory vote on executive pay 67 KEY PROXY VOTE SURVEY

68 INVESCO TRIMARK Total institutional assets: $381.1 billion Total pension assets: response Pension assets invested in Canadian equities: response Who is responsible for proxy voting? Investment manager SCORE recommendations out of 21 votes = 14% Proxy voting reports to clients Issue reports to clients? Number of shares held? Reports include Ballot details? Votes cast on all issues? Rationale for votes? Proxy voting guidelines Have proxy voting guidelines? Consult with clients on guidelines? Disclose guidelines to public? Review guidelines at least annually? Disclose proxy voting record publicly? Some Engage in securities lending? Have recall procedures in place for lent securities? Bank of Montreal Bank of va Scotia Barrick Gold Corp. BCE Inc. Power Corporation of Canada Royal Bank of Canada Shareholder proposal 9: Date of annual meeting should Shareholder proposal 4: Ensure independence of compensation committee and advisors Shareholder proposal: Review compliance with Community Engagement and Sustainable Development Guidelines Shareholder proposal: Adopt advisory shareholder vote on the executive compensation policy Shareholder proposal: Report on human rights implications of investments in Burma, Sudan, and China Shareholder proposal 1: Adopt non-binding shareholder approval of executive compensation RECOMMENDED VOTE: AGAINST/WITHHELD Biovail Corp. Elect the board (management slate) Brookfield Asset Management Inc. Adopt the 2009 management share option plan Eldorado Gold Corp. Amend the stock option plans Imperial Oil Ltd. Elect Bruce March Elect Gordon G. Thiessen Nexen Inc. Open Text Corp. Pacific Rubiales Energy Corp. Elect Miguel de la Campa KEY PROXY VOTE SURVEY 68

69 Petro-Canada Approve a new stock option plan for the corporation resulting from the amalgamation of Petro-Canada and Suncor Energy Red Back Mining Inc. Savanna Energy Services Corp. Appoint Deloitte & Touche LLP as auditors Suncor Energy, Inc. Elect Mel Benson Telus Corp. Elect Pierre Y. Ducros Thomson Reuters Corp. Advisory vote on executive pay Transat A.T. Inc. Ratify the 2009 stock option plan 69 KEY PROXY VOTE SURVEY

70 SURVEY RESULTS BY PARTICIPATING FIRM JARISLOWSKY, FRASER LIMITED Total institutional assets: $34.2 billion Total pension assets: $16.2 billion Pension assets invested in Canadian equities: 56% Who is responsible for proxy voting? Internal committee SCORE recommendations out of 12 votes = 50% Proxy voting reports to clients Issue reports to clients? Reports include Ballot details? Number of shares held? Votes cast on all issues? Rationale for votes? Proxy voting guidelines Have proxy voting guidelines? Consult with clients on guidelines? Disclose guidelines to public? Review guidelines at least annually? Disclose proxy voting record publicly? Engage in securities lending? Have recall procedures in place for lent securities? response Bank of Montreal Bank of va Scotia Power Corporation of Canada Royal Bank of Canada Shareholder proposal 9: Date of annual meeting should Shareholder proposal 4: Ensure independence of compensation committee and advisors Shareholder proposal: Report on prior consent for new projects from Aboriginal communities Shareholder proposal: Report on the impact of the rthern Gateway pipeline project Shareholder proposal: Report on human rights implications of investments in Burma, Sudan, and China Shareholder proposal 1: Adopt non-binding shareholder approval of executive compensation RECOMMENDED VOTE: AGAINST/WITHHELD Canfor Corp. Elect James Shepard Imperial Oil Ltd. Elect Bruce March Elect Gordon G. Thiessen Nexen Inc. Suncor Energy, Inc. Elect Mel Benson Thomson Reuters Corp. Advisory vote on executive pay KEY PROXY VOTE SURVEY 70

71 JONES HEWARD INVESTMENT COUNSEL INC. Total institutional assets: $30.8 billion Total pension assets: $1.8 billion Pension assets invested in Canadian equities: 40% Who is responsible for proxy voting? Proxy voting service, Dedicated staff SCORE recommendations out of 20 votes = 50% Proxy voting reports to clients Issue reports to clients? Reports include Ballot details? Number of shares held? Votes cast on all issues? Rationale for votes? Proxy voting guidelines Have proxy voting guidelines? Consult with clients on guidelines? Disclose guidelines to public? Review guidelines at least annually? Disclose proxy voting record publicly? Engage in securities lending? Have recall procedures in place for lent securities? response Bank of Montreal Bank of va Scotia Barrick Gold Corp. BCE Inc. Royal Bank of Canada Shareholder proposal 9: Date of annual meeting should Shareholder proposal 4: Ensure independence of compensation committee and advisors Shareholder proposal: Review compliance with Community Engagement and Sustainable Development Guidelines Shareholder proposal: Adopt advisory shareholder vote on the executive compensation policy Shareholder proposal: Report on prior consent for new projects from Aboriginal communities Shareholder proposal: Report on the impact of the rthern Gateway pipeline project Shareholder proposal 1: Adopt non-binding shareholder approval of executive compensation RECOMMENDED VOTE: AGAINST/WITHHELD Canadian Western Bank Amend the share incentive plan Eldorado Gold Corp. Amend the stock option plans Imperial Oil Ltd. Elect Bruce March Elect Gordon G. Thiessen Nexen Inc. Open Text Corp. Pacific Rubiales Energy Corp. Elect Miguel de la Campa 71 KEY PROXY VOTE SURVEY

72 Petro-Canada Quadra Mining Ltd. Approve a new stock option plan for the corporation resulting from the amalgamation of Petro-Canada and Suncor Energy Amend the authorized share structure of the company from one billion common shares to an unlimited number Red Back Mining Inc. Russel Metals Inc. Approve the election of any other candidate nominated to fill any vacancy that may occur in the foregoing slate of directors Telus Corp. Elect Pierre Y. Ducros Thomson Reuters Corp. Advisory vote on executive pay LEITH WHEELER INVESTMENT COUNSEL LTD. Total institutional assets: $9.2 billion Total pension assets: $8.5 billion Pension assets invested in Canadian equities: $3.7 billion Who is responsible for proxy voting? Internal committee SCORE Too few votes to be scored Proxy voting reports to clients Issue reports to clients? Reports include Ballot details? Number of shares held? Votes cast on all issues? Rationale for votes? Proxy voting guidelines Have proxy voting guidelines? Consult with clients on guidelines? Disclose guidelines to public? Review guidelines at least annually? Disclose proxy voting record publicly? Engage in securities lending? Have recall procedures in place for lent securities? response Bank of va Scotia Royal Bank of Canada Shareholder proposal 4: Ensure independence of compensation committee and advisors Shareholder proposal 1: Adopt non-binding shareholder approval of executive compensation RECOMMENDED VOTE: AGAINST/WITHHELD Elect Gordon G. Thiessen Nexen Inc. Savanna Energy Services Corp. Appoint Deloitte & Touche LLP as auditors Transat A.T. Inc. Ratify the 2009 stock option plan KEY PROXY VOTE SURVEY 72

73 MARCO CONSULTING GROUP Total institutional assets: $100 billion Total pension assets: $100 billion Pension assets invested in Canadian equities: 1% Who is responsible for proxy voting? Dedicated staff SCORE recommendations out of 22 votes = 59% Proxy voting reports to clients Issue reports to clients? Reports include Ballot details? Number of shares held? Votes cast on all issues? Rationale for votes? Proxy voting guidelines Have proxy voting guidelines? Consult with clients on guidelines? Disclose guidelines to public? Review guidelines at least annually? Disclose proxy voting record publicly? Engage in securities lending? Have recall procedures in place for lent securities? response Bank of Montreal Bank of va Scotia Barrick Gold Corp. BCE Inc. Power Corporation of Canada Royal Bank of Canada Shareholder proposal 9: Date of annual meeting should Shareholder proposal 4: Ensure independence of compensation committee and advisors Shareholder proposal: Review compliance with Community Engagement and Sustainable Development Guidelines Shareholder proposal: Adopt advisory shareholder vote on the executive compensation policy Shareholder proposal: Report on prior consent for new projects from Aboriginal communities Shareholder proposal: Report on the impact of the rthern Gateway pipeline project Shareholder proposal: Report on human rights implications of investments in Burma, Sudan, and China Shareholder proposal 1: Adopt non-binding shareholder approval of executive compensation RECOMMENDED VOTE: AGAINST/WITHHELD Biovail Corp. Elect the board (management slate) Brookfield Asset Management Inc. Adopt the 2009 management share option plan Canfor Corp. Elect James Shepard Gammon Gold Inc. Approve share issuance to award executives their 2008 annual incentive bonus 73 KEY PROXY VOTE SURVEY

74 Imperial Oil Ltd. Elect Bruce March Elect Gordon G. Thiessen Nexen Inc. va Chemicals Corp. Appoint Ernst & Young LLP as the auditors Open Text Corp. Petro-Canada Approve a new stock option plan for the corporation resulting from the amalgamation of Petro-Canada and Suncor Energy Red Back Mining Inc. Suncor Energy, Inc. Elect Mel Benson Telus Corp. Elect Pierre Y. Ducros Thomson Reuters Corp. Advisory vote on executive pay KEY PROXY VOTE SURVEY 74

75 MFC GLOBAL INVESTMENT MANAGEMENT Total institutional assets: $291.2 billion Total pension assets: $21.5 billion Pension assets invested in Canadian equities: 5.8% Who is responsible for proxy voting? Dedicated staff, Other: RiskMetrics Team SCORE recommendations out of 33 votes = 39% Proxy voting reports to clients Issue reports to clients? Reports include Ballot details? Number of shares held? Votes cast on all issues? Rationale for votes? Proxy voting guidelines Have proxy voting guidelines? Consult with clients on guidelines? Disclose guidelines to public? Review guidelines at least annually? Disclose proxy voting record publicly? Engage in securities lending? Have recall procedures in place for lent securities? Bank of Montreal Bank of va Scotia Barrick Gold Corp. BCE Inc. Power Corporation of Canada Royal Bank of Canada Shareholder proposal 9: Date of annual meeting should Shareholder proposal 4: Ensure independence of compensation committee and advisors Shareholder proposal: Review compliance with Community Engagement and Sustainable Development Guidelines Shareholder proposal: Adopt advisory shareholder vote on the executive compensation policy Shareholder proposal: Report on prior consent for new projects from Aboriginal communities Shareholder proposal: Report on the impact of the rthern Gateway pipeline project Shareholder proposal: Report on human rights implications of investments in Burma, Sudan, and China Shareholder proposal 1: Adopt non-binding shareholder approval of executive compensation RECOMMENDED VOTE: AGAINST/WITHHELD Biovail Corp. Elect the board (management slate) Brookfield Asset Management Inc. Adopt the 2009 management share option plan Canadian Western Bank Amend the share incentive plan Canfor Corp. Elect James Shepard 75 KEY PROXY VOTE SURVEY

76 Appointment of the auditors of the fund Crew Energy Inc. Elect the board Eldorado Gold Corp. Amend the stock option plans Gammon Gold Inc. Approve share issuance to award executives their 2008 annual incentive bonus Imperial Oil Ltd. Elect Bruce March Elect Gordon G. Thiessen Nexen Inc. va Chemicals Corp. Appoint Ernst & Young LLP as the auditors Open Text Corp. Pacific Rubiales Energy Corp. Elect Miguel de la Campa Petro-Canada Quadra Mining Ltd. Approve a new stock option plan for the corporation resulting from the amalgamation of Petro-Canada and Suncor Energy Amend the authorized share structure of the company from one billion common shares to an unlimited number Red Back Mining Inc. Russel Metals Inc. Approve the election of any other candidate nominated to fill any vacancy that may occur in the foregoing slate of directors Savanna Energy Services Corp. Appoint Deloitte & Touche LLP as auditors Silvercorp Metals Inc. Confirm the shareholder rights plan Suncor Energy, Inc. Elect Mel Benson Telus Corp. Elect Pierre Y. Ducros Thomson Reuters Corp. Advisory vote on executive pay Transat A.T. Inc. Ratify the 2009 stock option plan KEY PROXY VOTE SURVEY 76

77 MONTRUSCO BOLTON INVESTMENTS INC. Total institutional assets: $2.2 billion Total pension assets: $1.7 billion Pension assets invested in Canadian equities: 0.7% Who is responsible for proxy voting? Proxy voting service SCORE recommendations out of 24 votes = 58% Proxy voting reports to clients Issue reports to clients? Reports include Ballot details? Number of shares held? Votes cast on all issues? Rationale for votes? Proxy voting guidelines Have proxy voting guidelines? Consult with clients on guidelines? Disclose guidelines to public? Review guidelines at least annually? Disclose proxy voting record publicly? Engage in securities lending? Have recall procedures in place for lent securities? response Bank of Montreal Bank of va Scotia Barrick Gold Corp. BCE Inc. Royal Bank of Canada Brookfield Asset Management Inc. Shareholder proposal 9: Date of annual meeting should Shareholder proposal 4: Ensure independence of compensation committee and advisors Shareholder proposal: Review compliance with Community Engagement and Sustainable Development Guidelines Shareholder proposal: Adopt advisory shareholder vote on the executive compensation policy Shareholder proposal: Report on prior consent for new projects from Aboriginal communities Shareholder proposal: Report on the impact of the rthern Gateway pipeline project Shareholder proposal 1: Adopt non-binding shareholder approval of executive compensation RECOMMENDED VOTE: AGAINST/WITHHELD Adopt the 2009 management share option plan Canadian Western Bank Amend the share incentive plan Canfor Corp. Elect James Shepard Appointment of the auditors of the fund Crew Energy Inc. Elect the board 77 KEY PROXY VOTE SURVEY

78 Eldorado Gold Corp. Amend the stock option plans Imperial Oil Ltd. Elect Bruce March Elect Gordon G. Thiessen Nexen Inc. va Chemicals Corp. Appoint Ernst & Young LLP as the auditors Petro-Canada Approve a new stock option plan for the corporation resulting from the amalgamation of Petro-Canada and Suncor Energy Red Back Mining Inc. Russel Metals Inc. Approve the election of any other candidate nominated to fill any vacancy that may occur in the foregoing slate of directors Suncor Energy, Inc. Elect Mel Benson Telus Corp. Elect Pierre Y. Ducros Transat A.T. Inc. Ratify the 2009 stock option plan KEY PROXY VOTE SURVEY 78

79 NATCAN INVESTMENT MANAGEMENT Total institutional assets: $7.6 billion Pension assets invested in Canadian equities: Total pension assets: $3.3 billion Who is responsible for proxy voting? $1.1 billion Proxy voting service, Dedicated staff, Internal committee SCORE recommendations out of 24 votes = 42% Proxy voting reports to clients Issue reports to clients? Reports include Ballot details? Number of shares held? Votes cast on all issues? Rationale for votes? Proxy voting guidelines Have proxy voting guidelines? Consult with clients on guidelines? Disclose guidelines to public? Review guidelines at least annually? Disclose proxy voting record publicly? Engage in securities lending? Have recall procedures in place for lent securities? Bank of Montreal Bank of va Scotia Barrick Gold Corp. BCE Inc. Power Corporation of Canada Royal Bank of Canada Shareholder proposal 9: Date of annual meeting should Shareholder proposal 4: Ensure independence of compensation committee and advisors Shareholder proposal: Review compliance with Community Engagement and Sustainable Development Guidelines Shareholder proposal: Adopt advisory shareholder vote on the executive compensation policy Shareholder proposal: Report on prior consent for new projects from Aboriginal communities Shareholder proposal: Report on the impact of the rthern Gateway pipeline project Shareholder proposal: Report on human rights implications of investments in Burma, Sudan, and China Shareholder proposal 1: Adopt non-binding shareholder approval of executive compensation RECOMMENDED VOTE: AGAINST/WITHHELD Biovail Corp. Elect the board (management slate) Brookfield Asset Management Inc. Adopt the 2009 management share option plan Eldorado Gold Corp. Amend the stock option plans Gammon Gold Inc. Approve share issuance to award executives their 2008 annual incentive bonus 79 KEY PROXY VOTE SURVEY

80 Imperial Oil Ltd. Elect Bruce March Elect Gordon G. Thiessen Nexen Inc. va Chemicals Corp. Appoint Ernst & Young LLP as the auditors Open Text Corp. Pacific Rubiales Energy Corp. Elect Miguel de la Campa Petro-Canada Approve a new stock option plan for the corporation resulting from the amalgamation of Petro-Canada and Suncor Energy Red Back Mining Inc. Suncor Energy, Inc. Elect Mel Benson Telus Corp. Elect Pierre Y. Ducros Thomson Reuters Corp. Advisory vote on executive pay Transat A.T. Inc. Ratify the 2009 stock option plan KEY PROXY VOTE SURVEY 80

81 PCJ INVESTMENT COUNSEL LTD. Total institutional assets: $1.7 billion Total pension assets: $1.1 billion Pension assets invested in Canadian equities: $1.1 billion Who is responsible for proxy voting? Dedicated staff SCORE recommendations out of 14 votes = 50% Proxy voting reports to clients Issue reports to clients? Reports include Ballot details? Number of shares held? Votes cast on all issues? Rationale for votes? Proxy voting guidelines Have proxy voting guidelines? Consult with clients on guidelines? Disclose guidelines to public? Review guidelines at least annually? Disclose proxy voting record publicly? Engage in securities lending? Have recall procedures in place for lent securities? response Bank of Montreal Bank of va Scotia Barrick Gold Corp. BCE Inc. Royal Bank of Canada Brookfield Asset Management Inc. Shareholder proposal 9: Date of annual meeting should Shareholder proposal 4: Ensure independence of compensation committee and advisors Shareholder proposal: Review compliance with Community Engagement and Sustainable Development Guidelines Shareholder proposal: Adopt advisory shareholder vote on the executive compensation policy Shareholder proposal 1: Adopt non-binding shareholder approval of executive compensation RECOMMENDED VOTE: AGAINST/WITHHELD Adopt the 2009 management share option plan Canadian Western Bank Amend the share incentive plan Imperial Oil Ltd. Elect Bruce March Elect Gordon G. Thiessen Nexen Inc. Quadra Mining Ltd. Amend the authorized share structure of the company from one billion common shares to an unlimited number Red Back Mining Inc. Suncor Energy, Inc. Elect Mel Benson Thomson Reuters Corp. Advisory vote on executive pay 81 KEY PROXY VOTE SURVEY

82 PHILLIPS, HAGER & NORTH INVESTMENT Total institutional assets: $50.1 billion Total pension assets: $29.4 billion Pension assets invested in Canadian equities: $4.0 billion Who is responsible for proxy voting? Dedicated staff SCORE recommendations out of 14 votes = 57% Proxy voting reports to clients Issue reports to clients? Reports include Ballot details? Number of shares held? Votes cast on all issues? Rationale for votes? Proxy voting guidelines Have proxy voting guidelines? Consult with clients on guidelines? Disclose guidelines to public? Review guidelines at least annually? Disclose proxy voting record publicly? Engage in securities lending? Have recall procedures in place for lent securities? response Bank of Montreal Bank of va Scotia Barrick Gold Corp. BCE Inc. Power Corporation of Canada Royal Bank of Canada Shareholder proposal 9: Date of annual meeting should Shareholder proposal 4: Ensure independence of compensation committee and advisors Shareholder proposal: Review compliance with Community Engagement and Sustainable Development Guidelines Shareholder proposal: Adopt advisory shareholder vote on the executive compensation policy Shareholder proposal: Report on human rights implications of investments in Burma, Sudan, and China Shareholder proposal 1: Adopt non-binding shareholder approval of executive compensation RECOMMENDED VOTE: AGAINST/WITHHELD Biovail Corp. Elect the board (management slate) Elect Gordon G. Thiessen Nexen Inc. Open Text Corp. Pacific Rubiales Energy Corp. Elect Miguel de la Campa Petro-Canada Approve a new stock option plan for the corporation resulting from the amalgamation of Petro-Canada and Suncor Energy Suncor Energy, Inc. Elect Mel Benson Thomson Reuters Corp. Advisory vote on executive pay KEY PROXY VOTE SURVEY 82

83 PROXYVOTE PLUS, LLC Total institutional assets: $60 billion Total pension assets: $60 billion Pension assets invested in Canadian equities: 0.05% Who is responsible for proxy voting? Dedicated staff SCORE recommendations out of 23 votes = 70% Proxy voting reports to clients Issue reports to clients? Reports include Ballot details? Number of shares held? Votes cast on all issues? Rationale for votes? Proxy voting guidelines Have proxy voting guidelines? Consult with clients on guidelines? Disclose guidelines to public? Review guidelines at least annually? Disclose proxy voting record publicly? Engage in securities lending? Have recall procedures in place for lent securities? response Bank of Montreal Bank of va Scotia Barrick Gold Corp. BCE Inc. Power Corporation of Canada Royal Bank of Canada Shareholder proposal 9: Date of annual meeting should Shareholder proposal 4: Ensure independence of compensation committee and advisors Shareholder proposal: Review compliance with Community Engagement and Sustainable Development Guidelines Shareholder proposal: Adopt advisory shareholder vote on the executive compensation policy Shareholder proposal: Report on prior consent for new projects from Aboriginal communities Shareholder proposal: Report on the impact of the rthern Gateway pipeline project Shareholder proposal: Report on human rights implications of investments in Burma, Sudan, and China Shareholder proposal 1: Adopt non-binding shareholder approval of executive compensation RECOMMENDED VOTE: AGAINST/WITHHELD Biovail Corp. Elect the board (management slate) Brookfield Asset Management Inc. Adopt the 2009 management share option plan Canfor Corp. Elect James Shepard Eldorado Gold Corp. Amend the stock option plans 83 KEY PROXY VOTE SURVEY

84 Gammon Gold Inc. Approve share issuance to award executives their 2008 annual incentive bonus Imperial Oil Ltd. Elect Bruce March Elect Gordon G. Thiessen Nexen Inc. va Chemicals Corp. Appoint Ernst & Young LLP as the auditors Open Text Corp. Petro-Canada Approve a new stock option plan for the corporation resulting from the amalgamation of Petro-Canada and Suncor Energy Suncor Energy, Inc. Elect Mel Benson Telus Corp. Elect Pierre Y. Ducros Thomson Reuters Corp. Advisory vote on executive pay Transat A.T. Inc. Ratify the 2009 stock option plan KEY PROXY VOTE SURVEY 84

85 RISKMETRICS GROUP, PROXY ADVISORY SERVICES Total institutional assets: t applicable Total pension assets: t applicable Pension assets invested in Canadian equities: t applicable Who is responsible for proxy voting? Other SCORE recommendations out of 33 votes = 42% Proxy voting reports to clients Issue reports to clients? Reports include Ballot details? Number of shares held? Votes cast on all issues? Rationale for votes? Proxy voting guidelines Have proxy voting guidelines? Consult with clients on guidelines? Disclose guidelines to public? Review guidelines at least annually? Disclose proxy voting record publicly? Engage in securities lending? Have recall procedures in place for lent securities? response response Bank of Montreal Bank of va Scotia Barrick Gold Corp. BCE Inc. Power Corporation of Canada Royal Bank of Canada Shareholder proposal 9: Date of annual meeting should Shareholder proposal 4: Ensure independence of compensation committee and advisors Shareholder proposal: Review compliance with Community Engagement and Sustainable Development Guidelines Shareholder proposal: Adopt advisory shareholder vote on the executive compensation policy Shareholder proposal: Report on prior consent for new projects from Aboriginal communities Shareholder proposal: Report on the impact of the rthern Gateway pipeline project Shareholder proposal: Report on human rights implications of investments in Burma, Sudan, and China Shareholder proposal 1: Adopt non-binding shareholder approval of executive compensation RECOMMENDED VOTE: AGAINST/WITHHELD Biovail Corp. Elect the board (management slate) Brookfield Asset Management Inc. Adopt the 2009 management share option plan Canadian Western Bank Amend the share incentive plan Canfor Corp. Elect James Shepard 85 KEY PROXY VOTE SURVEY

86 Appointment of the auditors of the fund Crew Energy Inc. Elect the board Eldorado Gold Corp. Amend the stock option plans Gammon Gold Inc. Approve share issuance to award executives their 2008 annual incentive bonus Imperial Oil Ltd. Elect Bruce March Elect Gordon G. Thiessen Nexen Inc. va Chemicals Corp. Appoint Ernst & Young LLP as the auditors Open Text Corp. Pacific Rubiales Energy Corp. Elect Miguel de la Campa Petro-Canada Quadra Mining Ltd. Approve a new stock option plan for the corporation resulting from the amalgamation of Petro-Canada and Suncor Energy Amend the authorized share structure of the company from one billion common shares to an unlimited number Red Back Mining Inc. Russel Metals Inc. Approve the election of any other candidate nominated to fill any vacancy that may occur in the foregoing slate of directors Savanna Energy Services Corp. Appoint Deloitte & Touche LLP as auditors Silvercorp Metals Inc. Confirm the shareholder rights plan Suncor Energy, Inc. Elect Mel Benson Telus Corp. Elect Pierre Y. Ducros Thomson Reuters Corp. Advisory vote on executive pay Transat A.T. Inc. Ratify the 2009 stock option plan KEY PROXY VOTE SURVEY 86

87 RISKMETRICS GROUP, SOCIAL ADVISORY SERVICES Total institutional assets: t applicable Total pension assets: t applicable Pension assets invested in Canadian equities: t applicable Who is responsible for proxy voting? Other SCORE recommendations out of 33 votes = 48% Proxy voting reports to clients Issue reports to clients? Number of shares held? Reports include Ballot details? Votes cast on all issues? Rationale for votes? Proxy voting guidelines Have proxy voting guidelines? Consult with clients on guidelines? Disclose guidelines to public? Review guidelines at least annually? Disclose proxy voting record publicly? Engage in securities lending? Have recall procedures in place for lent securities? response response Bank of Montreal Bank of va Scotia Barrick Gold Corp. BCE Inc. Power Corporation of Canada Royal Bank of Canada Shareholder proposal 9: Date of annual meeting should Shareholder proposal 4: Ensure independence of compensation committee and advisors Shareholder proposal: Review compliance with Community Engagement and Sustainable Development Guidelines Shareholder proposal: Adopt advisory shareholder vote on the executive compensation policy Shareholder proposal: Report on prior consent for new projects from Aboriginal communities Shareholder proposal: Report on the impact of the rthern Gateway pipeline project Shareholder proposal: Report on human rights implications of investments in Burma, Sudan, and China Shareholder proposal 1: Adopt non-binding shareholder approval of executive compensation RECOMMENDED VOTE: AGAINST/WITHHELD Biovail Corp. Elect the board (management slate) Brookfield Asset Management Inc. Adopt the 2009 management share option plan Canadian Western Bank Amend the share incentive plan Canfor Corp. Elect James Shepard 87 KEY PROXY VOTE SURVEY

88 Appointment of the auditors of the fund Crew Energy Inc. Elect the board Eldorado Gold Corp. Amend the stock option plans Gammon Gold Inc. Approve share issuance to award executives their 2008 annual incentive bonus Imperial Oil Ltd. Elect Bruce March Elect Gordon G. Thiessen Nexen Inc. va Chemicals Corp. Appoint Ernst & Young LLP as the auditors Open Text Corp. Pacific Rubiales Energy Corp. Elect Miguel de la Campa Petro-Canada Quadra Mining Ltd. Approve a new stock option plan for the corporation resulting from the amalgamation of Petro-Canada and Suncor Energy Amend the authorized share structure of the company from one billion common shares to an unlimited number Red Back Mining Inc. Russel Metals Inc. Approve the election of any other candidate nominated to fill any vacancy that may occur in the foregoing slate of directors Savanna Energy Services Corp. Appoint Deloitte & Touche LLP as auditors Silvercorp Metals Inc. Confirm the shareholder rights plan Suncor Energy, Inc. Elect Mel Benson Telus Corp. Elect Pierre Y. Ducros Thomson Reuters Corp. Advisory vote on executive pay Transat A.T. Inc. Ratify the 2009 stock option plan KEY PROXY VOTE SURVEY 88

89 RISKMETRICS GROUP, TAFT-HARTLEY ADVISORY SERVICES Total institutional assets: t applicable Total pension assets: t applicable Pension assets invested in Canadian equities: t applicable Who is responsible for proxy voting? Other SCORE recommendations out of 24 votes = 63% Proxy voting reports to clients Issue reports to clients? Reports include Ballot details? Number of shares held? Votes cast on all issues? Rationale for votes? Proxy voting guidelines Have proxy voting guidelines? Consult with clients on guidelines? Disclose guidelines to public? Review guidelines at least annually? Disclose proxy voting record publicly? Engage in securities lending? Have recall procedures in place for lent securities? response response Bank of Montreal Bank of va Scotia Barrick Gold Corp. BCE Inc. Power Corporation of Canada Royal Bank of Canada Shareholder proposal 9: Date of annual meeting should Shareholder proposal 4: Ensure independence of compensation committee and advisors Shareholder proposal: Review compliance with Community Engagement and Sustainable Development Guidelines Shareholder proposal: Adopt advisory shareholder vote on the executive compensation policy Shareholder proposal: Report on prior consent for new projects from Aboriginal communities Shareholder proposal: Report on the impact of the rthern Gateway pipeline project Shareholder proposal: Report on human rights implications of investments in Burma, Sudan, and China Shareholder proposal 1: Adopt non-binding shareholder approval of executive compensation RECOMMENDED VOTE: AGAINST/WITHHELD Biovail Corp. Elect the board (management slate) Brookfield Asset Management Inc. Adopt the 2009 management share option plan Canfor Corp. Elect James Shepard Eldorado Gold Corp. Amend the stock option plans 89 KEY PROXY VOTE SURVEY

90 Gammon Gold Inc. Approve share issuance to award executives their 2008 annual incentive bonus Imperial Oil Ltd. Elect Bruce March Elect Gordon G. Thiessen Nexen Inc. va Chemicals Corp. Appoint Ernst & Young LLP as the auditors Open Text Corp. Petro-Canada Approve a new stock option plan for the corporation resulting from the amalgamation of Petro-Canada and Suncor Energy Suncor Energy, Inc. Elect Mel Benson Telus Corp. Elect Pierre Y. Ducros Thomson Reuters Corp. Advisory vote on executive pay Transat A.T. Inc. Ratify the 2009 stock option plan KEY PROXY VOTE SURVEY 90

91 SCOTIA CASSELS INVESTMENT COUNSEL Total institutional assets: $25.8 billion Total pension assets: $406.1 million Pension assets invested in Canadian equities: $96 million Who is responsible for proxy voting? Proxy voting service SCORE recommendations out of 20 votes = 50% Proxy voting reports to clients Issue reports to clients? Reports include Ballot details? Number of shares held? Votes cast on all issues? Rationale for votes? Proxy voting guidelines Have proxy voting guidelines? Consult with clients on guidelines? Disclose guidelines to public? Review guidelines at least annually? Disclose proxy voting record publicly? Engage in securities lending? Have recall procedures in place for lent securities? Some response Bank of Montreal Bank of va Scotia Barrick Gold Corp. BCE Inc. Power Corporation of Canada Royal Bank of Canada Brookfield Asset Management Inc. Shareholder proposal 9: Date of annual meeting should Shareholder proposal 4: Ensure independence of compensation committee and advisors Shareholder proposal: Review compliance with Community Engagement and Sustainable Development Guidelines Shareholder proposal: Adopt advisory shareholder vote on the executive compensation policy Shareholder proposal: Report on prior consent for new projects from Aboriginal communities Shareholder proposal: Report on the impact of the rthern Gateway pipeline project Shareholder proposal: Report on human rights implications of investments in Burma, Sudan, and China Shareholder proposal 1: Adopt non-binding shareholder approval of executive compensation RECOMMENDED VOTE: AGAINST/WITHHELD Adopt the 2009 management share option plan Canadian Western Bank Amend the share incentive plan Crew Energy Inc. Elect the board 91 KEY PROXY VOTE SURVEY

92 Imperial Oil Ltd. Elect Bruce March Elect Gordon G. Thiessen Nexen Inc. Open Text Corp. Petro-Canada Approve a new stock option plan for the corporation resulting from the amalgamation of Petro-Canada and Suncor Energy Red Back Mining Inc. Suncor Energy, Inc. Elect Mel Benson Telus Corp. Elect Pierre Y. Ducros Thomson Reuters Corp. Advisory vote on executive pay KEY PROXY VOTE SURVEY 92

93 SIONNA INVESTMENT MANAGERS Total institutional assets: $2.2 billion Total pension assets: $200 million Pension assets invested in Canadian equities: 1% Who is responsible for proxy voting? Investment manager SCORE recommendations out of 18 votes = 39% Proxy voting reports to clients Issue reports to clients? Reports include Ballot details? Number of shares held? Votes cast on all issues? Rationale for votes? Proxy voting guidelines Have proxy voting guidelines? Consult with clients on guidelines? Disclose guidelines to public? Review guidelines at least annually? Disclose proxy voting record publicly? Engage in securities lending? Have recall procedures in place for lent securities? response Bank of Montreal Bank of va Scotia Barrick Gold Corp. BCE Inc. Power Corporation of Canada Royal Bank of Canada Shareholder proposal 9: Date of annual meeting should Shareholder proposal 4: Ensure independence of compensation committee and advisors Shareholder proposal: Review compliance with Community Engagement and Sustainable Development Guidelines Shareholder proposal: Adopt advisory shareholder vote on the executive compensation policy Shareholder proposal: Report on the impact of the rthern Gateway pipeline project Shareholder proposal: Report on human rights implications of investments in Burma, Sudan, and China Shareholder proposal 1: Adopt non-binding shareholder approval of executive compensation RECOMMENDED VOTE: AGAINST/WITHHELD Biovail Corp. Elect the board (management slate) Brookfield Asset Management Inc. Adopt the 2009 management share option plan Imperial Oil Ltd. Elect Bruce March Elect Gordon G. Thiessen Nexen Inc. Petro-Canada Approve a new stock option plan for the corporation resulting from the amalgamation of Petro-Canada and Suncor Energy 93 KEY PROXY VOTE SURVEY

94 Russel Metals Inc. Approve the election of any other candidate nominated to fill any vacancy that may occur in the foregoing slate of directors Savanna Energy Services Corp. Appoint Deloitte & Touche LLP as auditors Suncor Energy, Inc. Elect Mel Benson Telus Corp. Elect Pierre Y. Ducros Thomson Reuters Corp. Advisory vote on executive pay KEY PROXY VOTE SURVEY 94

95 STANDARD LIFE INVESTMENTS INC. Total institutional assets: $25.9 billion Total pension assets: $9.7 billion Pension assets invested in Canadian equities: 0.5% Who is responsible for proxy voting? Investment manager SCORE recommendations out of 20 votes = 45% Proxy voting reports to clients Issue reports to clients? Reports include Ballot details? Number of shares held? Votes cast on all issues? Rationale for votes? Proxy voting guidelines Have proxy voting guidelines? Consult with clients on guidelines? Disclose guidelines to public? Review guidelines at least annually? Disclose proxy voting record publicly? Engage in securities lending? Have recall procedures in place for lent securities? response Bank of Montreal Bank of va Scotia Barrick Gold Corp. BCE Inc. Power Corporation of Canada Royal Bank of Canada Brookfield Asset Management Inc. Shareholder proposal 9: Date of annual meeting should Shareholder proposal 4: Ensure independence of compensation committee and advisors Shareholder proposal: Review compliance with Community Engagement and Sustainable Development Guidelines Shareholder proposal: Adopt advisory shareholder vote on the executive compensation policy Shareholder proposal: Report on prior consent for new projects from Aboriginal communities Shareholder proposal: Report on the impact of the rthern Gateway pipeline project Shareholder proposal: Report on human rights implications of investments in Burma, Sudan, and China Shareholder proposal 1: Adopt non-binding shareholder approval of executive compensation RECOMMENDED VOTE: AGAINST/WITHHELD Adopt the 2009 management share option plan Canadian Western Bank Amend the share incentive plan Crew Energy Inc. Elect the board Imperial Oil Ltd. Elect Bruce March 95 KEY PROXY VOTE SURVEY

96 Elect Gordon G. Thiessen Nexen Inc. Petro-Canada Quadra Mining Ltd. Approve a new stock option plan for the corporation resulting from the amalgamation of Petro-Canada and Suncor Energy Amend the authorized share structure of the company from one billion common shares to an unlimited number Savanna Energy Services Corp. Appoint Deloitte & Touche LLP as auditors Suncor Energy, Inc. Elect Mel Benson Telus Corp. Elect Pierre Y. Ducros Thomson Reuters Corp. Advisory vote on executive pay KEY PROXY VOTE SURVEY 96

97 UBS GLOBAL ASSET MANAGEMENT CANADA LTD. Total institutional assets: $18.3 billion Amount of Pension assets invested in Canadian equities: Total pension assets: $8.2 billion Who is responsible for proxy voting? $3.2 billion Proxy voting service, Dedicated staff, Internal committee SCORE recommendations out of 21 votes = 10% Proxy voting reports to clients Issue reports to clients? Reports include Ballot details? Number of shares held? Votes cast on all issues? Rationale for votes? Proxy voting guidelines Have proxy voting guidelines? Consult with clients on guidelines? Disclose guidelines to public? Review guidelines at least annually? Disclose proxy voting record publicly? Engage in securities lending? Have recall procedures in place for lent securities? Bank of Montreal Bank of va Scotia Barrick Gold Corp. BCE Inc. Royal Bank of Canada Brookfield Asset Management Inc. Shareholder proposal 9: Date of annual meeting should Shareholder proposal 4: Ensure independence of compensation committee and advisors Shareholder proposal: Review compliance with Community Engagement and Sustainable Development Guidelines Shareholder proposal: Adopt advisory shareholder vote on the executive compensation policy Shareholder proposal 1: Adopt non-binding shareholder approval of executive compensation RECOMMENDED VOTE: AGAINST/WITHHELD Adopt the 2009 management share option plan Canadian Western Bank Amend the share incentive plan Canfor Corp. Elect James Shepard Eldorado Gold Corp. Amend the stock option plans Gammon Gold Inc. Approve share issuance to award executives their 2008 annual incentive bonus Imperial Oil Ltd. Elect Bruce March Elect Gordon G. Thiessen Nexen Inc. 97 KEY PROXY VOTE SURVEY

98 Open Text Corp. Petro-Canada Quadra Mining Ltd. Russel Metals Inc. Approve a new stock option plan for the corporation resulting from the amalgamation of Petro-Canada and Suncor Energy Amend the authorized share structure of the Company from one billion common shares to an unlimited number Approve the election of any other candidate nominated to fill any vacancy that may occur in the foregoing slate of directors Silvercorp Metals Inc. Confirm the shareholder rights plan Suncor Energy, Inc. Elect Mel Benson Thomson Reuters Corp. Advisory vote on executive pay Transat A.T. Inc. Ratify the 2009 stock option plan VAN BERKOM AND ASSOCIATES INC. Total institutional assets: $849 million Total pension assets: $849 million Pension assets invested in Canadian equities: 64% Who is responsible for proxy voting? Investment manager SCORE Too few votes to be scored Proxy voting reports to clients Issue reports to clients? Reports include Ballot details? Number of shares held? Votes cast on all issues? Rationale for votes? Proxy voting guidelines Have proxy voting guidelines? Consult with clients on guidelines? response Disclose guidelines to public? response Review guidelines at least annually? response Disclose proxy voting record publicly? Engage in securities lending? Have recall procedures in place for lent securities? RECOMMENDED VOTE: AGAINST/WITHHELD Canadian Western Bank Amend the share incentive plan Savanna Energy Services Corp. Appoint Deloitte & Touche LLP as auditors KEY PROXY VOTE SURVEY 98

99 The Shareholder Association for Research and Education (SHARE) is a social enterprise based in Vancouver, British Columbia. Since its creation in 2000, SHARE has provided leadership, expertise and advocacy in the area of responsible investment and active share ownership. SHARE assists institutional investors in implementing responsible investment strategies through our Active Ownership Services, including: