Definitions

General Definitions

Pay-for-Performance

"Executive pay-for-performance is the ability to measure improvements in 'true' corporate performance and to link this performance directly to variable compensation of the executive within the executive pay plan.

True corporate performance should include improvements in shareholder returns and improvements in short-term operational performance."

Performance-based compensation

Many Boards talk about having a performance-based compensation system though very few have one. Performance-based compensation is becoming a significant issue to Boards. Boards must ensure they know how their CEO is receiving remuneration and that it should be tied directly to corporate performance.

Sarbanes Oxley Act

The Sarbanes Oxley Act of 2002, sometimes referred to as SOX, was a legislative attempt to respond to the accounting scandal caused by the recent fall of some publicly held companies and the perceived excesses of the management of some other companies. Sarbanes Oxley requires compliance with a comprehensive reform of basic corporate accounting procedures. The aim is to promote and improve public confidence in the quality and transparency of financial reporting. The reforms apply to both internal and external auditors. Software for compliance is available in several useful forms.

http://www.legal-term.com/sarbanesoxleyact-definition.htm

Compensation Definitions

Base Salary

In a 3XCD study, most executive compensation packages are comprised of five components, Base Salary, Short-term incentive (STI - Bonus), Mid-term Incentive (MTIP). Long-term Incentive (LTI), and Pension/SERP.

Base Salary - is the current base salary paid to a person in the relevant position. Base salary may move during a fiscal period however 3XCD chooses the close of the fiscal year as the point where compensation and relative financial, operating, market and performance metrics are used. This detail is shown in four locations:

Base Salary Comparison Chart - Details the statistical range of base salary of a specific company versus the entire peer group.
This chart indicates 25th percentile, Median, 75th percentile and average base salary. It clearly indicates the position of the company incumbent versus the peer group within the chart.

Compensation Mix Chart - Compensation philosophy is a key element in determining how the Board opts to deliver compensation to executives. It explains the fixed and variable compensation delivery as well as the strategic focus in short and long term compensation delivery.

Compensation mix explains the target and actual compensation delivery by compensation component. The exchange between target compensation mix and actual compensation mix should show the Board linkage between compensation component and actual performance of the company compared to internal and external performance metrics.

Compensation components are the pay vehicles by which compensation is delivered. These typically include: base salary, short-term incentive (bonus), mid-term incentive (3-year performance plans), long-term incentive, perquisites, pension/SERP.

Detailed Compensation Table - details base salary for each company position within the peer group. This information provides relative base salary compensation amounts, and relative percentile positioning details compared to peer group.

Short-term Incentive (Bonus) - Some studies state, "target STIP" and compare it to STIP achieved. Most companies determine target based on market data then payout STIP with performance compared to performance. These inputs "drive" the "actual STIP" level, performance metrics and payout curve. Consequently, 3XCD looks at current and historical payout of STIP.

3XCD then calculates actual STIP and three-year average STIP to current salary. This gives a more meaningful and realistic STIP synopsis for an incumbent within a company over the one and three-year pay-for-performance scenario.

For any specific company in a peer group, two STIP outputs are reported:

Compensation Summary Table -
A statistical summary of specific employee and where current STIP (most recently completed fiscal STIP) and three-year average STIP are positioned versus STIPes of the peer group. These are expressed as: Top Quartile, Above Median, Below Median and Bottom Quartile.

Detailed Compensation Table -
States actual current STIP, current STIP as a percentage of base salary, three-year average STIP, three-year average STIP as a percentage of base salary for each incumbent versus each peer group incumbent in the peer group.

Bonus (STI)

Some studies state, "target bonus" and compare it to bonus achieved, At 3XCD, we understand that many companies determine target based on desired payout level, these inputs then "drive" the "target bonus" level, metrics and payout curve. Consequently, 3XCD look at current and historical payout of bonus.

3XCD then calculates actual current bonus and three-year average bonus to current salary. This gives a more meaningful and realistic bonus synopsis for an incumbent within a company over the one and three-year pay-for-performance scenario.

For any specific company in a peer group, two bonus outputs are reported:

Compensation Summary Table - states a statistical summary of specific employee and where current bonus (most recently completed fiscal bonus) and three-year average bonus are positioned versus bonuses of the peer group. These are expressed as: Top Quartile, Above Median, Below Median and Bottom Quartile.

Detailed Compensation Table - states actual current bonus, current bonus as a percentage of base salary, three-year average bonus, three-year average bonus as a percentage of base salary for each incumbent versus each peer group incumbent in the peer group.

Total Cash Compensation (Base Salary plus Bonus)

Total cash compensation for the most recently completed fiscal period STIP and base salary summed and compared to the peer group. This detail is shown in four locations:

Compensation Mix Chart - Compensation philosophy is a key element in determining how the Board opts to deliver compensation to executives. It explains the fixed and variable compensation delivery as well as the strategic focus in short and long term compensation delivery.

Compensation mix explains the target and actual compensation delivery by compensation component. The exchange between target compensation mix and actual compensation mix should show the Board linkage between compensation component and actual performance of the company compared to internal and external performance metrics.

Compensation components are the pay vehicles by which compensation is delivered. These typically include: base salary, short-term incentive (bonus), mid-term incentive (3-year performance plans), long-term incentive, perquisites, pension/SERP.

Compensation Summary Table - states the sum of current base salary and current STIP for a specific employee and where total cash compensation is positioned versus the peer group of companies. These are expressed as: Top Quartile, Above Median, Below Median and Bottom Quartile.

Detailed Compensation Table - details total cash compensation for each company position within the peer group. This information provides relative total cash compensation amounts, and relative percentile positioning details compared to peer group.

Total Cash Compensation Comparison Chart - Details the statistical range of total cash compensation of a specific company versus the entire peer group.
This chart indicates 25th percentile, Median, 75th percentile and most recent year total cash compensation. It clearly indicates the position of the company incumbent versus the peer group within the chart.

Long Term Incentive (LTI)

3XCD values the market value of LTI and attributes it to the current year where appropriate. In addition, 3XCD goes back historically (3 years) and identifies historical plans that remain positive in terms of compensation and attaches these to current year performance. (E.g. Performance stock grants).

Performance based long-term incentives have traditionally been in existence in many companies. With recent market changes, performance based long-term incentives are being implemented in more North American companies. As performance based long-term incentives ensure minimum performance standards are met, we have applied an immediate discount to any LTIP that has performance hurdles associated with the long-term incentive (even if the plan does not pay out if performance hurdles are not met). We have made the assumption that performance hurdles should be met approximately 75% of the time and thus a 25% discount is applied to compensation value. If the company would like this percentage changed, please advise us directly at contact us so that this can be modified.

LTI is valued versus peer group then applied within the 3XCD website in two locations. For any specific company in a peer group, two LTI outputs are reported

Compensation Summary Table - states a statistical summary of specific employee and where LTI is calculated and positioned versus LTI of the peer group. These are expressed as: Top Quartile, Above Median, Below Median and Bottom Quartile.

Detailed Compensation Table - states actual LTI value and LTI as a percentage of base salary compared to the peer group.

Total Direct Compensation (Base Salary + Bonus + LTI)

Total direct compensation for the most recent fiscal period is assessed and combined with other LTI plans. This data is completed for the fiscal period and compared to the peer group. This detail is shown in four locations:

Compensation Summary Table - states total direct compensation as a total and where total direct compensation is positioned versus the peer group of companies. These are expressed as: Top Quartile, Above Median, Below Median and Bottom Quartile.

Detailed Compensation Table - details total direct compensation for each company position within the peer group. This information provides relative total direct compensation amounts, and relative percentile positioning details compared to peer group.

Total Direct Compensation Comparison Chart - Details the statistical range of total direct compensation for an incumbent from a specific company versus the entire peer group.
This chart indicates 25th percentile, Median, 75th percentile and average total direct compensation. It clearly indicates the position of the company incumbent versus the peer group within the chart.

Compensation Mix Chart

Compensation philosophy is a key element in determining how the Board opts to deliver compensation to executives. It explains the fixed and variable compensation delivery as well as the strategic focus in short and long term compensation delivery.

Compensation mix explains the target and actual compensation delivery by compensation component. The exchange between target compensation mix and actual compensation mix should show the Board linkage between compensation component and actual performance of the company compared to internal and external performance metrics.

Compensation components are the pay vehicles by which compensation is delivered. These typically include: base salary, short-term incentive (bonus), mid-term incentive (3-year performance plans), long-term incentive, perquisites, pension/SERP.





Data Acquisition

All data used in our evaluation of executive compensation and executive pay-for-performance analysis has been acquired through data submitted to the local securities exchange. This information was prepared by the company, approved for submission by the Chief Executive Officer and submitted to the exchange. This data is digitally extracted and has undergone extensive normalization to be used in comparative assessments.

We trust you find this data accurate and supportive in executive compensation discussions and corporate governance issues. While we are confident on its reporting accuracy and confident on the analytical process, it is presented on an "as is basis". We do not warrant all report data as completely accurate nor do we accept responsibility or accept liability for any damages the use of this data may cause. If you have questions or comments on our definitions and process, please contact us immediately.

November 2003